Version: 6 March 2013

Practical Farmers of Ontario By-Laws

1. Definitions Organization shall mean the Practical Farmers of Ontario as incorporated under the Corporations Act of Ontario 12 May 2012. Member shall mean a member of the Organization as described in Article 4 of these By-laws. District(s) shall mean an affiliate district of the Practical Farmers of Ontario as described in Article 5 of these By-laws. Executive shall mean the Board of Directors of the Practical Farmers of Ontario, as defined in Article 6 of these By-laws. "Farming" is understood to involve the production and sale of a recognized agricultural product. Act shall mean the Corporations Act of Ontario. "Majority vote" shall be 50% plus one of all members in attendance.

2. General 1) Name The name of the Organization shall be the Practical Farmers of Ontario. 2) Head Office The head office of the Organization shall be at such place in the province of Ontario as the Organization may from time to time determine. 3) No Object of Profit The Organization shall be carried on without any objective of profit. Any accretions to the corporation shall be used in promoting its objectives. 4) Non-partisanship The Organization shall have no political affiliation, and shall be non-partisan in politics. 5) Non Discrimination The Practical Farmers of Ontario is committed to equal opportunity and non-discrimination. The Practical Farmers of Ontario does not discriminate against individuals on the basis of Page 1 of 8

Version: 6 March 2013 race, color, gender, sexual orientation, religion, disability, age, genetic information, status, ancestry, or national or ethnic origin.

3. Objects The objects of the Organization shall be: 1) To promote family-operated, diverse and sustainable farming throughout Ontario and support farmers and their families in the attainment of their economic, social, and environmental goals; 2) To foster communication among farmers and consumers and work to address inequities in the local, provincial and federal political systems and regulatory agencies relevant to familyoperated, diverse and sustainable farming; 3) To liaise and collaborate with other individuals, organizations, educational institutions, and the media to advance the Organization's policies and goals; 4) To conduct educational and research projects for the benefit of individuals involved in family-operated, diverse and sustainable farming, as well as their families, the Organization's membership, and consumers; 5) To promote a vibrant community life and wellbeing in rural Ontario; 6) To provide services to and advocate on behalf of the Organization's members in a manner consistent with the Organization's objectives.

4. Membership 1) Any resident in Ontario who meets the qualifications for membership and who has paid the designated membership fee shall be a member of the Organization. 2) Full Membership Any resident of Ontario actively engaged in farming who has paid the designated membership fee shall be a "Full Member". Each paid full membership shall entitle the holder to a single vote at PFO events. 3) Associate Members

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Version: 6 March 2013 Any individual may become an Associate Member of the Organization regardless of involvement in farming activities. Associate Members do not have the right to vote or to hold an elected position. 4) Corporate Associate Members Any corporation or organization that is not a farm, but shares and supports the objectives and mission of the Practical Farmers of Ontario may become a member of the Organization. Corporate Associate Members do not have the right to vote or hold an elected position. 5) Membership Fees a) All membership fees shall be determined and reviewed on an annual basis by the Board of Directors. b) All members of the Organization shall pay the minimum annual membership fee plus applicable taxes for the type of membership they wish to purchase. 6) Terms of Membership: The term of membership shall be from the 1st day of March until the 28th or 29th day of February. 7) Removal of Membership A membership is terminated when a) the member dies or resigns, b) the member's term of membership expires, c) the member is expelled or the person's membership is otherwise terminated, or d) the Organization is liquidated. The Board of Directors may discipline or expel a member for 'reasonable cause' under circumstances where the Organization's objects are not being upheld by the member in question. The decision to discipline or expel a member shall require a two-thirds majority vote of the Directors at a duly-constituted meeting of the Executive. Within the context of this clause, 'reasonable cause' shall mean 'harmful activity or misconduct' that causes injury to the Organization or its membership. Any disciplinary action or expulsion of a member will be conducted in good faith and in a fair and reasonable manner. The member in question will be given at least 15 days notice of a disciplinary action or intention to expel with reasons; and the member in question will be given an opportunity to be heard, orally or in writing, not less than five days before the disciplinary action or expulsion becomes effective by the President and one other member of the Board of Directors.

5. Districts 1) Designation A District may be constituted by a group of 10 or more Full Members, each of whom has paid the membership fee and is carrying out a farming business in the area concerned. The geographic location and boundaries of each District shall be determined and designated by the Organization. Page 3 of 8

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2) District Governance and Annual General Meeting Each District shall hold an annual general meeting. The members of the District shall elect an Executive consisting of a President, Vice-President, Secretary, Treasurer and up to three directors at large at the Annual General Meeting. The office of Secretary and Treasurer may be combined. 3) Rights and Duties of Districts Each District shall have the right to decide the use of monies it receives from the Organization pursuant to the provisions of the Farm Registration and Farm Organization Funding Act. It shall have the right to send representatives to any meeting of the Organization to which representatives of Districts are invited, and to bring forward resolutions to the Annual General Meeting of the Organization. Each District shall be required to fulfil its obligations as set out under policies established by the Organization. 4) Disclosure and Due Diligence Each District shall submit an annual report to the Organization within thirty (30) days after the Districts Annual General Meeting that includes: an activity report, an election report, a financial report, and a financial statement. 6. Board of Directors 1) General The business of the Organization shall be under the direction of a Board of Directors, known as the Executive. The Executive shall be made up of a minimum of six and a maximum of ten directors who shall be Full Members of the Organization in good standing. Eighty percent of all Board Members must have an active Farm Business Registration (FBR) number from AgriCorp. All members of the Executive will share equally in decisions and work of the Organization. The Executive will operate by majority vote. 2) Composition of Executive The Executive shall be comprised of five officer positions: President, Eastern Vice-President, Western Vice-President, Secretary, Treasurer, along with up to six directors at large. The office of Secretary and Treasurer may be combined. 3) Chair The Executive shall appoint a chair from among the Executive members for a pre-defined term. The role of the chair is to ensure that meetings of the Executive are conducted in a smooth and effective manner. The chair shall not normally participate in Executive votes except in situations where the vote is tied. 4) Elections Page 4 of 8

Version: 6 March 2013 The directors and officers shall be elected by the voting members present at the Annual General Meeting of the Organization. Any Full Member in good standing is entitled to stand for elected office based on nomination by at least one other Full Member in good standing and within the parameters outlined for composition of the Board of Directors. 5) Terms of Office The Directors and Officers shall commence their term of office immediately upon election and shall normally serve a term of two years. To continue on the Executive, Board Members must stand for re-election once their term is complete. 6) Vacancies If a position becomes vacant, the Executive may appoint a person to serve as a director until the next election. If the office of President becomes vacant the Executive shall appoint one of the Vice-Presidents to assume the office of President, who shall serve until the next election. 7) Meetings of Executive Meetings of the Executive shall be held monthly or more frequently as determined by the Executive. Any three directors may determine that a meeting is needed. Notice of the meeting shall be given to all directors a minimum of seven days in advance. The forum and format of the meetings shall be decided by the Executive. The Executive shall adhere to Rules of Order as outlined in Call to Order by Herb and Susan Perry. All Board Members are expected to attend duly-constituted meetings. A failure to attend three consecutive regularly scheduled meetings may be considered cause for removal from the Executive. 8) Quorum of Executive Meetings Quorum shall be a majority plus one. 9) Waiver of Meeting Notice A meeting of the Executive may be held at any time needed without proper notice thereof providing at least three-quarters of the directors are present at such meeting, and providing the directors consent to the holding of the meeting prior to its commencement. 10) Minutes of Meetings Formal meeting minutes delineating key points of discussion and all decisions will be taken at all meetings of the Executive and of the Organization. 11) Submissions by Individual Members The Executive must consider sincere submissions it receives from individual members in good standing on relevant matters of concern, and must respond to the member within thirty (30) days.

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Version: 6 March 2013 12) Removal from the Executive Removal from the Executive shall require notice of at least one meeting in advance and shall require a unanimous vote among the Directors present at a duly-constituted meeting of the board, excluding the Board Member in question. A member of the Executive may also be removed by a two-thirds majority vote of Full Members at an Annual General Meeting or Special General Meeting. 13) Powers The Executive has the right and responsibility to manage the financial affairs of the Organization and may not delegate to committees that power or responsibility.

7. Committees The Organization may appoint such other committees or working groups as it determines for the purpose of carrying out the business and purpose of the Organization.

8. Meetings of Members 1) Annual General Meeting The Organization shall hold an Annual General Meeting each year at a place within Ontario, and on a date chosen by the Executive. Members may be present either physically or by tele- or video-conference; the latter as determined by the Executive. 2) Special General Meetings A Special General Meeting of the Organization may be called at any time by the Executive, or by 10% of the membership. 3) Notice of Meetings Notice of the Annual General Meeting or Special General Meetings shall be sent in writing to all members and associates at least thirty (30) days in advance of the meeting, and shall include a detailed agenda. 4) Voting Voting by proxy shall not be permitted. Decisions at the Annual General Meeting shall be made by a majority vote of Full Members present, with the exception of a vote to remove a director or to amend these By-laws, both of which shall require a two-thirds majority vote of Full Members to pass. 9. Finances

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Version: 6 March 2013 1) Fiscal Year The Fiscal Year of the Organization shall run from January 1 to December 31 of each year. 2) Financial Statements The Organization shall ensure that its annual financial statements include a balance sheet, a statement of members equity, a statement of revenues and expenses, and a statement of changes in financial position. The statements shall be audited and both the statements and the auditors report shall be prepared in accordance with the standards set forth in the handbook of the Canadian Institute of Chartered Accountants. The annual financial statements and Auditors Report shall be presented to the membership at the Annual General Meeting in full detail. 3) Balanced Budget The Organization shall operate with a balanced budget. The annual budget will be prepared by the Executive and presented to the membership at the Annual General Meeting. 4) Disbursement of Funds Two signatures shall be required for the issuing of all cheques. To secure any contract that binds the Organization, signatures are required from the President and a Vice-President or the Treasurer. No officer shall bind the Organization without approval of the board. 5) Remuneration for Officers and Directors Any remuneration to be paid to an elected officer or director of the Organization during their term of office shall require a unanimous vote by all Directors present at a dulyconstituted meeting of the Executive and shall be clearly identified in the yearly financial report available to all members.

10. Amendment of By-Laws 1) These By-laws may only be amended by a two-third majority vote of the Full Members present and entitled to vote at an Annual General Meeting or at a Special Meeting duly called for that purpose. 2) All proposed amendments must be received by the Secretary in writing 90 days prior to the Annual General Meeting. At least 30 days notice of a proposal to amend these By-laws shall be given to all members in writing and shall include all proposed amendments under consideration. 3) All members shall have timely access to a current copy of the By-laws and Policy book on request.

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Version: 6 March 2013

11. Policy Book 1) The Organization will keep a policy book with a detailed record of all resolutions and the decision made on same. The policy book will be public record and available to all members on request. The policy book will be updated annually following the Annual General Meeting. 2) Ethics The Organization shall maintain a policy on ethics and shall enforce this policy to ensure all members are treated in a respectful, inclusive, informed and fair manner.

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