Organizational By-LawsRise through CHANGE

Canada, IncCorporation Number: 941430-4

Empowering Disadvantaged Children to be Self-Sustainable

Holistic Health and EducationOrganic Nutrition

Plant-Based Agriculture

C H A N G E ( Challenge Healthcare, Attain Nutrition, Grow Education ) Created by: Jessica May (Founder & President)

ARTICLE 1 DEFINITIONS

1.01 In these by-laws and all other by-laws of the Corporation, unless the context otherwise requires:

I. "Act" means the Canada Not-for-profit Corporations Act (S.C. 2009, c.23) including the regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

II. "Articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

III. "Board" means the board of directors;IV. "Bylaw" means these bylaws and all amendments thereto; V. “Corporation” means Rise through CHANGE;VI. “Director” means member of the Board;VII. “Officer” means any of the President, Vice-President, Secretary, or Treasurer;VIII. “Member” means a director of the Board;IX. "Special Resolution" means a resolution passed by not less than three

quarters of members entitled to vote ether present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution has been duly given.

X. Words importing the plural number include the singular and vice versa;XI. All articles shall be read with any changes of gender that are required.

ARTICLE 2 CHARITABLE PURPOSES AND ACTIVITIES

2.01 Relief of Poverty – Developing Nationsa) To relieve poverty in developing nations by providing basic necessities of life to individuals or groups of children in immediate need;b) To relieve poverty in developing nations by improving and establishing water sources for disadvantaged children;c) To relieve poverty in developing nations by establishing, operating, and maintaining programs which teach children how to become self-sustainable through cultivating sustainable, organic resources.2.02 Promotion of Healtha) To promote health by establishing and operating volunteer programs with the purpose of learning and educating on whole food nutrition, herbal medicine, and permaculture design principles, for the benefit of disadvantaged children;b) To promote health by establishing and providing educational curriculum in holistic healthcare and herbal medicine practices to disadvantaged children;c) To promote health for the benefit of everyone by educating children on the importance of sustainable agriculture and its connection to wellness. 2.03 Advancement of Educationa) To advance education by establishing and operating programs which teach the utilization of natural resources and renewable energy to disadvantaged children;b) To advance education by establishing and providing curriculum on the subjects of organic nutrition, plant-based food sources, and permaculture design, for disadvantaged children;c) To advance education by establishing and operating sustainable agriculture workshops for disadvantaged children.

2.04 In order to achieve its purposes, the Corporation may:a) purchase, lease, accept by gift or trust, or otherwise acquire any real or personal property of any kind which the Corporation may deem necessary for the purposes of the Corporation;b) receive money by way of gift or otherwise and accept, hold, sell, or administer funds, gifts, legacies, and benefits to property of any sort, without limitation to amount, value, or source, and use the income or any part of the principal of the funds of the Corporation to achieve the purposes of the Corporation;c) employ staff and carry out research and any other functions which are deemed necessary;d) enter into contracts, joint management agreements, arrangements or agreements of any kind with any corporation, partnership, individual, group of

individuals, government, or authority whether federal, provincial, municipal, local, or otherwise, which are conducive in the opinion of the Corporation to the achievement of the purposes of the Corporation, and obtain from them any property rights, privileges, concessions, or assistances which the Corporation may deem desirable;e) do all such things are as incidental or conducive to attaining the objects and exercising the powers of the Corporation including, without limiting the generality of the foregoing, the exercise of all rights, duties, and powers envisaged by the Canada Not-for-profit Corporations Act (S.C. 2009, c.23).2.03 It is hereby declared that:a) the Corporation is a non-profit, charitable organization which shall not carry on any business or trade for the profit of its members; and the Corporation shall hold the property it may acquire in trust for application to achieve the objectives of the Corporation.b) upon dissolution of the Corporation and after payment of all debts due and liabilities, its remaining property shall be distributed to registered charities recognized by the Canada Revenue Agency as having objects the same or similar to the objects of the Corporation which carry on their work solely in Canada; and no part of any property of the Corporation shall be available to its members upon such dissolution.

ARTICLE 3 BOARD OF DIRECTORS3.01 The property, business, and affairs of the Corporation shall be managed by a body called the Board of Directors (the “Board”). The Directors may appoint an executive committee, consisting of the officers and such other persons as the Directors decide.

3.02 All powers of the Corporation, unless specifically delegated in the Act, or otherwise by law, shall be carried out by the Board.

3.03 A candidate shall be eligible for election or appointment to the Board only if he or she meets all of the following eligibility criteria:

a) over the age of nineteen (19) years;b) voted in by a quorum of the Board;c) aligned with purposes of Rise through CHANGE;d) competent, willing, and available to perform the required duties of members of the Board.

3.04 All members of the Board shall uphold the Corporation’s purposes to their truest intent.

3.05 Meetings of the Board shall be called by the President of the Corporation, or by the Secretary of the Corporation, if requested by at least two members of the Board.

3.06 Terms of service for members of the Board shall consist of (2) years. Each member of the Board may serve an unlimited amount of terms in discretion of the Board, as resolved by a quorum at the end of each (2) year term. 3.07 Notice of the time and place for the holding of a meeting of the Board shall be given to every Director of the Corporation not less than (7) days before the time when the meeting is to be held by one of the following methods:

I. by telephonic, electronic or other communication facility at the director's recorded address for that purpose; or

II. by an electronic document in accordance with Part 17 of the Act.

3.08 Notice of a meeting shall not be necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of Directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

3.09 The Board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3)(Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

3.10 The President shall be the Chair of the Board and entitled to vote as a Director, and, in the case of an equality of votes, she shall have casting vote in addition to the vote to which she is entitled as a Director.

3.11 A quorum shall consist of three (3) members of the existing Board for a meeting of the Board. The Board shall consist of a minimum of (5) members, and a maximum of (10) members.

3.12 A Director may participate in a meeting of the Board by electronic means. Each participant in such an electronic meeting must be able to communicate

simultaneously with all of the others in attendance at such meeting, and is deemed to be present, and to have agreed to participate.

3.13 Should a Director fail to attend three (3) out of any four (4) consecutive meetings of the Board without adequate excuse, she may be removed from the Board by a majority vote thereof, provided however, that notice of the motion to remove that Director shall be provided to that Director at least one week in advance of any meeting of the Board at which such a resolution will be considered.

ARTICLE 4 OFFICERS

4.01 Unless otherwise specified by the Board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

I. the President of the Corporation shall preside over all meetings of the Corporation and Board, shall have general supervision of the affairs of the Corporation, and shall perform such other duties as may be assigned by the Board.

II. the Vice President of the Corporation shall preside over any meeting of the Corporation or Board in the absence of the President, and shall perform such other duties as may be assigned by the Board.

III. the Secretary of the Corporation shall document all books and records of the Corporation, and shall keep those books and records of the Corporation, including these bylaws, available for inspection. The Secretary shall have custody of the corporate seal, shall keep the minutes of all meetings of the Board, shall maintain all records of the Corporation as may be required by the Act, and shall perform such other duties as are assigned by the Board.

IV. the Treasurer of the Corporation shall maintain all books of account of the Corporation, shall have custody of all funds of the Corporation, and shall cause to be prepared an annual audited financial report and other reports as requested by the Board and shall perform other such duties as may be assigned by the Board.

4.02 The positions of Secretary and Treasurer may be combined in one person.

4.03 The executive of the Corporation, who shall be known as the officers, shall consist of the President, Vice President, Secretary, and the Treasurer.

4.04 The executive officers may be elected or removed by majority vote of the Board. At the first meeting of the Board of Directors, or as soon after as is practicable, the Board shall elect from among its members the officers of the Corporation.

4.05 The President or members of the Board designated by the President shall act as spokesperson for the Corporation. The Board or President may designate such other individuals to act as spokesperson for any particular purpose or purposes as they or she deems advisable.

4.06 There shall be no salary paid to the Board members, as set out herein. Compensation to individual Board members for expenses incurred in discharging her duties as a member of the Board will be in discretion of the Board.

4.07 Members of the executive must be members of the Board.

4.08 The signing officers of the Corporation for the certification or endorsement of all legal documents, bills of exchange, promissory notes, and other negotiable or transfer instruments shall be any two of the President, Vice President, Secretary, and Treasurer of the Corporation. Where the office or duties of secretary are combined with those of another office, the two signing officers who sign must be different individuals.

4.09 The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board or President requires of them. The Board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

ARTICLE 5 CONFLICT OF INTEREST

5.01 An employee, or the spouse, dependent or member of an employee’s immediate family, is not eligible to become a Director.

5.02 To be eligible to become a Director, a candidate must submit, by the close of nominations, a statement indicating the candidate‘s willingness to stand for election, and to follow any rules and policies regarding elections established by the Board, signed by the candidate, and by five other members.

ARTICLE 6 FISCAL YEAR

6.01 The fiscal year of the Corporation shall begin May 1 and end on April 30 of the following year.

ARTICLE 7 LIABILITY

7.01 Every member of the Board and their heirs, success and assigns, and estate and effects, shall be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges, and expenses which shall or may be sustained or incurred in any action or proceeding which is brought or prosecuted against her for or in respect of any act, deed, matter, or thing made, done, or permitted by her in or about the execution of duties of office, and also from and against all other costs, charges, and expenses which shall be sustained or incurred in relation to the affairs thereof, except such costs, charges, and expenses as are occasioned by her own willful neglect or default.

ARTICLE 8 CHARITABLE STATUS8.01 No part of the income of the Corporation shall be payable for the personal benefit of any member or officer of the Corporation, and the Corporation shall not be operated for the pecuniary profit of its members or officers. This does not remove the power of the Board to grant remuneration to those staff and officers engaged for the purpose of the Corporation pursuant to these bylaws.

ARTICLE 9 OMISSIONS AND ERRORS

9.01 The accidental omission to give any notice to any Director, Officer, member of the Board or accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the bylaws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

ARTICLE 10 CORPORATE SEAL

10.01 The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved, the Secretary of the Corporation shall be the custodian of it.

ARTICLE 11 EXECUTION OF DOCUMENTS

11.01 Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its Directors. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix

the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

11.02 The Board of Directors shall have the power to make, adopt, amend, or repeal the Bylaws of the Corporation.

ARTICLE 12 BANKING

12.01 The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Board of Directors may by resolution from time to time designate, direct or authorize.

ARTICLE 13 MEDIATION

13.01 Disputes or controversies among Officers or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 13.02 of this bylaw.

13.02 In the event that a dispute or controversy among members, officers, or volunteers of the Corporation arising out of or related to the articles or bylaws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the officers or volunteers of the Corporation as set out in the articles, bylaws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

I. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable, the Board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.

II. The number of mediators may be reduced from three to one or two upon agreement of the parties.

III. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a

single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

IV. All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

ARTICLE 14 EFFECTIVE DATE

14.01 Subject to matters requiring a special resolution, this by-law shall be

effective when created by the Board of Rise through CHANGE.

CERTIFIED to be ByLaw No. 1 of the Corporation, as enacted by the Directors of the Corporation Rise through CHANGE by resolution on the    day of  , 20  

Dated as of the    day of  , 20 .

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