Bread and Blankets
Province of Ontario
Adopted: February 16, 2026
ARTICLE 1 – INTERPRETATION
1.1 Definitions
In this by-law:
1.2 Interpretation
All terms not defined herein shall have the meaning ascribed under ONCA.
ARTICLE 2 – NAME AND PURPOSE
2.1 Name
The name of the Corporation shall be Bread and Blankets.
2.2 Purpose
The Corporation is established to provide food, blankets, and essential resources to individuals experiencing homelessness and hardship in Canada, with a focus on communities within Ontario.
The Corporation shall operate exclusively for not-for-profit purposes.
ARTICLE 3 – HEAD OFFICE
The registered office of the Corporation shall be located in the Province of Ontario at a location determined by the Board.
ARTICLE 4 – MEMBERSHIP
4.1 Classes of Members
The Corporation shall have one class of members unless otherwise determined by special resolution.
4.2 Admission of Members
Membership shall be granted by resolution of the Board.
4.3 Rights of Members
Members shall be entitled to receive notice of and attend meetings of members and to vote at such meetings.
4.4 Termination of Membership
Membership may be terminated by resignation, death, or by resolution of the Board in accordance with the Act.
ARTICLE 5 – MEETINGS OF MEMBERS
5.1 Annual Meeting
An annual meeting of members shall be held each year within six months of the fiscal year end.
5.2 Special Meetings
Special meetings may be called by the Board or as required under ONCA.
5.3 Notice
Notice of meetings shall be provided in accordance with the Act.
5.4 Quorum
A majority of members entitled to vote shall constitute quorum.
5.5 Voting
Each member shall be entitled to one vote. Decisions shall be made by majority vote unless otherwise required by law.
ARTICLE 6 – BOARD OF DIRECTORS
6.1 Composition
The Board shall consist of a minimum of three (3) directors.
6.2 Qualification
Directors must be individuals at least 18 years of age and capable under Ontario law.
6.3 Election and Term
Directors shall be elected by the members for a term of one (1) year and may be re-elected.
6.4 Vacancies
Vacancies may be filled by resolution of the remaining directors.
6.5 Removal
Directors may be removed by ordinary resolution of the members.
ARTICLE 7 – POWERS AND DUTIES OF DIRECTORS
The Board shall manage and supervise the activities and affairs of the Corporation in accordance with the Act and these by-laws.
Directors shall:
The Board may:
ARTICLE 8 – MEETINGS OF DIRECTORS
8.1 Frequency
The Board shall meet at least quarterly.
8.2 Notice
Notice shall be given at least 48 hours prior to the meeting unless waived.
8.3 Quorum
A majority of directors shall constitute quorum.
8.4 Voting
Each director shall have one vote. Decisions shall be made by majority vote.
8.5 Electronic Meetings
Meetings may be held electronically as permitted by ONCA.
ARTICLE 9 – OFFICERS
9.1 Officers
The Board shall appoint officers, which may include:
9.2 Duties
President:
Secretary:
Treasurer:
One person may hold more than one office unless prohibited by law.
ARTICLE 10 – FINANCIAL MATTERS
10.1 Fiscal Year
The fiscal year shall be determined by the Board.
10.2 Banking
The Board shall designate financial institutions for banking purposes.
10.3 Signing Authority
Contracts, cheques, and instruments shall be signed by individuals authorized by Board resolution.
ARTICLE 11 – LIMITATION OF LIABILITY AND INDEMNIFICATION
Directors and officers shall not be liable for acts performed in good faith in the execution of their duties.
The Corporation shall indemnify directors and officers to the fullest extent permitted by law.
ARTICLE 12 – CONFLICT OF INTEREST
Directors shall disclose any conflict of interest and refrain from voting on matters where a conflict exists.
ARTICLE 13 – AMENDMENTS
These by-laws may be amended by resolution of the members in accordance with ONCA.
ARTICLE 14 – DISSOLUTION
Upon dissolution of the Corporation, remaining assets shall be distributed in accordance with applicable Ontario law and the Corporation’s governing documents.
Approved by the Board of Directors on February 16, 2026.
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