SLPs, OTs, Special Educators and Students:
SD Needs You, Too!

1.01

PURPOSE OF THE ORGANIZATION

The purpose of Speaking Differently, an organization for persons with disabilities who communicate in different ways, is to educate augmentative and alternative communication (AAC) users, AAC facilitators, governments, and the public-at-large across Canada about AAC and about persons who have little or no functional speech.

2.01

HEAD OFFICE

Until changed in accordance with the Act, the Head Office of the corporation shall be in the City of Toronto, in the Province of Ontario.

3.01

CORPORATE SEAL

The board of directors may, at any time, adopt a corporate seal.

4.01

CONDITIONS OF MEMBERSHIP

Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the corporation. All members of the corporation are voting members regardless of the class of membership and all members have equal rights and privileges. There are two categories of membership: AAC users and non-users.

4.02

AAC user members - AAC user members are individuals aged 16 years or older who communicate using AAC. AAC user members may vote at annual meetings and may stand for executive positions.

4.03

Non-user members - Non-user members are individuals aged 16 years or older who do not use AAC. Non-user members may vote at annual meetings and may stand for executive positions. There are four levels of non-user membership -- student, friend, benefactor and patron, the differences defined by the dues level and status (in the case of students).

4.04

Dues - Dues are set by the board of directors subject to ratification at the next annual meeting of the organization. No AAC user aged 16 years or older who wishes to join the association will be refused membership because of inability to meet the dues requirement.

4.05

Withdrawal - Any member may withdraw from the corporation by delivering to any member of the board of directors or any member of the membership committee a written, faxed or emailed resignation.

5.01

MEMBERS' MEETINGS

The annual or any other general meeting of the members shall be held within 90 days of the end of the corporation's fiscal year, in the city where the head office of the corporation is situated.

5.02

Annual Meeting of the Members - At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and auditor appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written, faxed or emailed requisition of members carrying not less than 25% of the voting rights. Nine members present at a meeting will constitute a quorum as determined by the presiding officer. Members have the right to attend all meeting of the members.

(1)

Security - One member of the board of directors shall be designated as sergeant-at-arms for meetings of the members. The sergeant-at-arms shall be responsible for meeting security and for keeping the general order.

(2)

Balloting - The board of directors shall, through the committee structure, ensure that: a) the information provided to the members is sufficient to permit them to form reasoned judgements on the decision(s) to be made; b) the balloting is properly overseen; and c) the results are accurately counted.

5.03

Communication at Meetings - At all meetings of members it must be possible for all members to communicate adequately with each other. This is especially important for those members who rely on augmentative and alternative communication methods such as communication boards or voice output communication aids as their means of interaction. Each member consents in advance to the method of communication he or she will use and has equal access. The directors of the corporation may approve the attendance of members at meetings, such as the Annual Meeting of the Members, by electronic means, such as telecommunication though they are under no obligation to do so. The directors of the Corporation may also approve attendance by other electronic means that permit each member to communicate adequately with other members, provided that the conditions set out below are met:

(1)

Mechanics - The board of directors of the Corporation has passed a resolution regarding the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes.

(2)

Equal Access - Each member has equal access to all audio and visual materials presented at the meeting and has an equal right to full participation in the business of the meeting.

5.04

Special Meetings - The board of directors may call a special general meeting that includes attendance by electronic means with the agreement of 10% of the members.

5.05

Special Balloting - An issue may be determined by mail or electronic ballot only with the unanimous approval of the board of directors. In such case a 51% return of unspoiled ballots from the members shall be required for resolution.

5.06

Notice of Meeting - Fourteen (14) days' written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form reasoned judgements on the decisions to be made. Notice of each meeting of members must remind the member that he or she has the right to vote by proxy.

5.07

Voting Rights and Proxy - Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the corporation.

5.08

Conducting of Meetings - All meetings will be conducted according the parliamentary rules set out in Robert's Rules of Order Newly Revised, 10th Edition or those editions that supersede the 10^th edition.

5.09

Determining the Vote - A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws. The presiding officer shall tally the votes. No vote is required, however, if the presiding officer determines that a clear consensus of opinion has been reached.

5.10

Errors and Omissions in Providing Notice of Meetings - No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his or her last address recorded on the books of the corporation.

6.01

BOARD OF DIRECTORS

The property and business of the corporation shall be managed by a board of directors, comprised of between four and seven directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at an annual meeting of the members or at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age or older, with power under law to contract. Directors need not be members.

6.02

Provisional Directors - The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected. At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation.

6.03

Election and Term of Directors - Directors shall be elected for a term of two years either by a) the members at an annual meeting of members, or b) by mail ballot conducted by the membership committee, as determined by the board of directors.

6.04

Removal of Directors - The office of director shall be automatically vacated:

(1)

By Vote of the Members - If at a special general meeting of members, a resolution is passed by a majority of members present at the meeting that he or she be removed from office.

(2)

By Resignation - If a director has resigned his or her office by delivering a written resignation to the secretary of the corporation.

(3)

By Reason of Insanity - If the director is found by a court to be of unsound mind.

(4)

By Reason of Bankruptcy - If he or she becomes bankrupt or suspends payment or compounds with his or her creditors.

(5)

By Reason of Death - If the Director dies

6.05

Temporary Replacement of Directors - Provided that if any vacancy shall occur for any reason as listed in section 6.04 of the By-Law contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the corporation.

6.06

Remuneration of Directors - The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his or her position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his or her duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefore.

6.07

Retirement of Directors - A director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his or her successor is elected.

7.01

POWERS OF DIRECTORS

The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.

7.02

Expenditures and Trusts - The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.

7.03

Additional Financial Authorization - The board of directors is hereby authorized, from time to time:

(1)

Credit - To borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient.

(2)

Limitations on Borrowing - To limit or increase the amount to be borrowed.

(3)

Issuance of Bonds, Debentures or Other Securities -  To issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors.

(4) Securing of Bond, Debentures or Other Securities - To secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.

7.04

Donations - The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.

7.05

Employees - The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.

7.06

Determination of Remuneration - Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution.

8.01

DIRECTORS' MEETINGS

Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written or electronic notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.

8.02

Balloting - Mail ballots are not acceptable to replace directors' meetings, however, in limited cases where attendance in person or by electronic means is not possible, a director may be allowed to vote at a directors' meeting by means of a detailed voting ballot. The vote in the ballot can be counted only if the motion that is on the floor of the meeting is identical to that contained in the mail ballot. All background material made available to directors at the meeting must also have been made available in advance to directors exercising their votes by mail ballot. A mail ballot cannot replace a director for the purpose of establishing a quorum. The President must receive mail ballots no later than the last business day prior to the directors' meeting.

8.03

Communicating During Meetings - At all meetings of the board of directors it must be possible for all directors to communicate adequately with each other. This is especially important for those members relying on electronic means of interaction. Each director consents in advance to the method of communication he or she will use and has equal access. The directors of the corporation may meet by teleconference provided that either the majority of the directors consent to meeting by teleconference or meetings by teleconference have been approved by resolution passed by the board of directors at a meeting of the directors of the corporation. The directors of the Corporation may meet by other electronic means that permit each director to communicate adequately with each other, provided that the conditions set out below are met:

(1)

Mechanics - The board of directors of the Corporation has passed a resolution regarding the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes.

(2)

Equal Access - Each director has equal access to the specific means of communication to be used.

(3)

Advance Consent - Each director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.

8.04

Sergeant-at-arms - One member of the board of directors shall be designated as for meetings of the board. The sergeant-at-arms shall be responsible for meeting security and for keeping the general order.

8.05

Quorum - A majority of directors in office, from time to time, but no less than two directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation.

8.06

Conducting of Meetings - All meetings of the board of directors will be conducted according the parliamentary rules set out in Robert's Rules of Order Newly Revised, 10th Edition or those editions that supersede the 10^th edition.

8.07

Determining the Vote - A majority of the votes cast by the directors present shall determine the questions in meetings. The presiding officer shall tally the votes. No vote is required, however, if the presiding officer determines that a clear consensus of opinion has been reached.

9.01

INDEMNITIES TO DIRECTORS AND OTHERS

Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against:

(1)

Costs, Charges and Expenses - All costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his or her office or in respect of any such liability.

(2)

Other Costs - All other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.

10.01

OFFICERS

The officers of the corporation shall be a president, vice-president, secretary and treasurer and any such other officers as the board of directors may by by-law determine. The same person may hold any two offices. Officers need not be directors, or members. Officers receive no remuneration for their services.

10.02

Election of Officers - The president shall be elected at an annual meeting of the members. Officers other than president of the corporation shall be appointed by resolution of the board of directors at the same annual meeting or at the first meeting of the board of directors following the annual meeting as determined by the board of directors.

10.03

Term of Office - The officers of the corporation shall hold office for two years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.

11.01

DUTIES OF OFFICERS

The president shall be the chief executive officer of the corporation. He or she shall preside at all meetings of the corporation and of the board of directors. He or she shall have the general and active management of the affairs of the corporation. He or she shall see that all orders and resolutions of the board of directors are carried into effect.

11.02

Vice-President - The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him or her by the board of directors.

11.03

Treasurer - The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He or she shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. He or she shall also perform such other duties as may from time to time be directed by the board of directors.

11.04

Secretary - The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his or her affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He or she shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he or she shall be. He or she shall be custodian of the seal of the corporation, which he or she shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

11.05

Other Officers - The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

12.01

COMMITTEES

The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.

13.01

EXECUTION OF DOCUMENTS

Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

14.01

MINUTES OF BOARD OF DIRECTORS

The minutes of the board of directors shall generally be made available to the general membership of the corporation in electronic form. Each member of the board of directors shall receive a copy of such minutes either in writing or electronic form. Occasionally, because of matters of confidentiality the board may determine that the minutes shall circulate only within the board of directors.

15.01

FINANCIAL YEAR

Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be May 31.

16.01

AMENDMENT OF BY-LAWS

The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

17.01

AUDITORS

The board of directors shall ensure that each year the financial records of the organization are reviewed by an accountant who shall prepare a "notice to reader" to be included in the annual report. The auditor, who must be appointed by the members at each annual meeting, may not be a director, officer or employee of the corporation without consent of all members. The board of directors shall fix the remuneration of the accountant.

18.01

BOOKS AND RECORDS

The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

19.01

RULES AND REGULATIONS

The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

20.01

INTERPRETATION

In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.