22. PROCEDURE FOR GENERAL FOUNDATION MEETINGS:

22.1 There must be a quorum of council officers present at the start of, and throughout any annual or special general meeting.

22.2 The Executive Director and in his or her absence, a representative with signed authorization shall be the chairperson of an annual or special general meeting.

22.3 Voting shall be conducted in a written or electronic format. All votes shall be recorded and stored.

22.4 Resolutions passed at any annual or special general meeting shall be conclusive and binding on all members of the Foundation whether privy to the meeting or not.

23. QUORUM:

23.1 A quorum of Council shall be achieved if more than half of the Council officers are present including one or more of the Executive Director, Treasurer and Secretary. A quorum can not be formed without the presence of one or more of the Executive Director, Treasurer, Secretary or a representative with their written authority.

24. ALTERATION OF RULES:

24.1 Any alteration, amendment or recession of these Rules shall be made only by a resolution passed in either an annual or special general meeting. Notice of motion for alteration, amendment or recission shall be provided to the secretary not less than two weeks prior to the Annual or Special Council Meeting as the case may be.

25.GENERAL:

25.1 If a dispute arises at any time in respect of a matter which is not provided for in these rules or any doubt exists as to the interpretation of these Rules or any other matter shall arise pertaining to the Foundation, its property or interests, the same shall be determined by the a majority decision of the Executive Director ,Treasurer and Secretary. Such a decision shall be conclusive and binding on Foundation Council and members.

26. INDEMNITY:

26.1 The officers of the Council shall be indemnified by the Foundation for all losses and expenses incurred by them in or about the discharge of their respective duties except such as shall result from their own respective willful default.

26.2 No member of the Council shall be liable for the acts or defaults of any other member of the Council or for any loss or expense happening to the Foundation, unless the same happen from his or her own willful default.

27. LIQUIDATION OF FOUNDATION:

27.1 The Foundation shall go into liquidation only upon a resolution put by the Council to an annual or special general meeting.

27.2 All Foundation members shall be informed of any liquidation that occurs. All subscriptions acquired subsequent to a liquidation shall be held on trust for the members and returned at the earliest practicable time.