Canadian Heritage Turkey Foundation

Bylaws

Version 1 - Adopted: May 12th 2026

Article 1 – Name and Purpose

1.1 Name. The name of the organization shall be the Canadian Heritage Turkey Foundation (the “Foundation”).

1.2 Purpose. The Foundation is established to conserve and promote Canada’s heritage turkey lineage, to conduct and support research into heritage turkey genetics, breeding, and management, to educate the public on agricultural heritage and biodiversity, to develop and distribute educational media and publications, and to support partnerships that advance conservation, research, and public awareness.

Article 2 – Non-Profit Status

2.1 Non-Profit Nature. The Foundation shall operate as a non-profit organization in accordance with applicable Canadian laws.

2.2 No Personal Benefit. No Director or Member shall receive any financial benefit from the Foundation, except for reasonable compensation or reimbursement for expenses incurred on behalf of the Foundation, as approved by the Board of Directors.

Article 3 – Membership

3.1 Membership Class. The Foundation shall have a single class of Members, and no additional classes shall be created.

3.2 Admission of Members. New Members may be admitted only upon the unanimous approval of the Board of Directors.

3.3 Rights of Members. Members shall have the right to attend meetings of Members, to vote on matters reserved to Members under these bylaws, and to elect and remove Directors in accordance with these bylaws. Members may attend meetings of the Board of Directors as non-voting observers at the discretion of the Chair.

Article 4 – Board of Directors

4.1 Authority. The Board of Directors shall manage and supervise the activities and affairs of the Foundation.

4.2 Composition. The Board of Directors shall consist of not fewer than three (3) and not more than ten (10) Directors, including the Executive Director and the Secretary-Treasurer. The exact number of Directors within this range shall be determined from time to time by resolution of the Board of Directors. No decrease in the number of Directors shall have the effect of shortening the term of any incumbent Director.

4.3 Term of Office. Each Director shall be elected for a term of three (3) years and shall hold office until the expiry of such term or until a successor is duly elected.

4.4 Election of Directors. Directors shall be elected by the Members from among candidates who have been approved in advance by resolution of the Board of Directors.

4.5 Removal of Directors. Any Director may be removed from office by a special resolution of the Members.

4.6 Vacancies. A vacancy on the Board of Directors may be filled by resolution of the Board of Directors from among individuals eligible to be nominated in accordance with these bylaws, and any individual so appointed shall hold office for the remainder of the unexpired term.

4.7 Failure to Elect. Where Directors are not elected at a meeting of Members, the incumbent Directors shall continue in office until their successors are duly elected.

4.8 Qualifications. Each Director shall be an individual with the capacity to enter into contracts and shall not be disqualified from serving as a director under applicable law.

4.9 Disqualification. A Director shall cease to hold office if such Director resigns, is removed by the Members, becomes incapable of acting, or becomes disqualified under applicable law.

Article 5 – Officers

5.1 Officers. The officers of the Foundation shall include an Executive Director and a Secretary-Treasurer.

5.2 Duties of Officers. The Executive Director shall provide leadership and oversee the operations and strategic direction of the Foundation. The Secretary-Treasurer shall be responsible for maintaining the records of the Foundation and overseeing its financial administration and reporting.

5.3 Chair of the Board. The Executive Director shall serve as Chair of the Board of Directors and shall preside at all meetings of the Board and of the Members. In the absence of the Executive Director, the Directors present shall designate one of their number to act as chair of the meeting.

Article 6 – Meetings

6.1 Annual Meeting of Members. The Foundation shall hold an annual meeting of Members once in each calendar year.

6.2 Board Meetings. Meetings of the Board of Directors shall be held as required to conduct the business of the Foundation.

6.3 Quorum. A majority of the Directors shall constitute a quorum for meetings of the Board.

6.4 Voting by Directors. Each Director shall be entitled to one vote, and decisions shall be made by a majority of votes cast unless otherwise specified.

6.5 Voting by Members. Members shall vote only on matters reserved to them under these bylaws, and any matter requiring a special resolution shall require the approval of at least two-thirds (2/3) of the votes cast.

6.6 Notice of Meetings. Notice of meetings of Members shall be given not less than ten (10) days and not more than fifty (50) days prior to the meeting, by such means as the Board of Directors may determine.

6.7 Electronic Participation. Meetings of Members and Directors may be held by telephonic, electronic, or other communication facilities that permit all participants to communicate adequately with each other, and a person participating in such a meeting shall be deemed to be present at the meeting.

Article 7 – Governance and Structural Changes

7.1 Nomination of Directors. Candidates for election as Directors must be approved in advance by resolution of the Board of Directors.

7.2 Amendments to Bylaws. Any amendment to these bylaws must be approved by the Board of Directors and subsequently confirmed by the Members by special resolution.

7.3 Fundamental Changes. Any decision relating to dissolution or other fundamental structural change shall require approval by the Board of Directors and confirmation by the Members by special resolution.

Article 8 – Conflict of Interest

Every Director shall disclose any real, potential, or perceived conflict of interest at the earliest opportunity. A Director who is in a conflict of interest shall abstain from discussion and voting on the matter, shall refrain from attempting to influence the decision, and such disclosure and abstention shall be recorded in the minutes. The Board of Directors may require additional steps to manage or mitigate conflicts in accordance with best governance practices.

Article 9 – Financial Management

9.1 Fiscal Year. The fiscal year of the Foundation shall end on December 31 of each year unless otherwise determined by resolution of the Board of Directors.

9.2 Financial Oversight. The Board of Directors shall ensure that appropriate financial records are maintained and that all funds of the Foundation are deposited in financial institutions approved by the Board.

Article 9 – Financial Management

9.1 Fiscal Year. The fiscal year of the Foundation shall end on December 31 of each year unless otherwise determined by resolution of the Board of Directors.

9.2 Financial Oversight. The Board of Directors shall ensure that appropriate financial records are maintained and that all funds of the Foundation are deposited in financial institutions approved by the Board.

Article 11 – Dissolution

Upon dissolution of the Foundation, any remaining assets shall be distributed to a qualified non-profit or charitable organization with similar purposes.

Article 12 – Indemnification

The Foundation shall indemnify any Director or Officer against all costs, charges, and expenses, including legal fees, reasonably incurred in connection with any civil, criminal, or administrative action or proceeding to which they are made a party by reason of being or having been a Director or Officer of the Foundation, provided that such individual acted honestly and in good faith with a view to the best interests of the Foundation. The Foundation may advance funds to a Director or Officer for the costs of such proceedings, subject to repayment if it is ultimately determined that the conditions for indemnification have not been met.

Article 13 – Execution of Documents

Deeds, transfers, assignments, contracts, and other instruments in writing requiring execution by the Foundation shall be signed by any two (2) officers of the Foundation or by such other persons as may be authorized by resolution of the Board of Directors.