1. NAME

1.1. The name of the Corporation is Sikh Heritage Manitoba Inc. (SHM).

2. PURPOSE

2.1. SHM seeks to bring the heritage experience to the general public to create harmony and accessible platforms within mainstream spaces that elevate conversations pertaining to faith and community in Manitoba.

3. INTERPRETATION

3.1. In the By-laws, unless the context otherwise requires, the following terms shall be defined as follows:

(a) "Act" means The Corporations Act (Manitoba) as amended from time to time, being Chapter C225 in the Continuing Consolidation of the Statutes of Manitoba, or any act that may hereafter be substituted therefor;

(b) “Advisory Council” shall be a group of individuals that act as mentors by providing strategic direction, input, and guidance as requested by the Board.

(c) “Advisory Council Member” means an individual serving on the Advisory Council;

(d) "appoint" includes "elect" and vice versa;

(e) "Board" means the board of directors of the Corporation;

(f) "bylaws" or “by-laws” means these By-laws and all other bylaws of the Corporation from time to time in force and effect;

(g) “Committee” means the committees set out in these bylaws that will be assigned the responsibility to execute the tasks given to them by the Board, and shall be accountable to the Board;

(h) "Corporation" means Sikh Heritage Manitoba Inc. (SHM);

(i) “Director” means an individual serving on the Board; who has been elected at an Annual General Meeting with minimum 2 years of involvement with SHM

(j) “Board Member” means those individuals who are Members that have been approved by the Board to have voting rights within corporation.

(k) “notice in writing” includes notice given by electronic means;

(l) “Officer” includes the following positions of the Corporation: President, VicePresident; Treasurer, Secretary and any others that may be added from time-to time by the Board;

(m) “Organization” includes not-for-profits, other corporations, partnerships, and other entities;

(n) “SHM” shall mean the “Corporation” and vice versa; and

4. HEAD OFFICE

4.1 The head office of the Corporation shall be in the City of Winnipeg, in the Province of Manitoba.

5. MEMBERSHIP

5.1. Membership in the Corporation is open to individuals only.

5.2. Classes of Membership - There shall be three classes of Members:

(a) Associates are individuals that have been approved by the Board. Associates shall not have voting rights in the Corporation; and the Board may, in its unfettered discretion, revoke any Associates “membership” with SHM.

(b) Members are Associates that have been approved by the Board and have paid the required fee set by the Board from time to time. Each Member shall have one vote at all meetings and on all matters that Members are entitled to vote on.

5.3. Eligibility to Become a Member - Membership in the Corporation is open to all residents in the Province of Manitoba that are over the age of eighteen (18).

5.4. Transition from Associate to Member - Upon an individual becoming an Associate, they shall remain an Associate for two years, and on the second anniversary of the date they became an Associate, the individual will pay a membership fee, to be set by the Board, to have their status converted into a Member.

5.5. Termination of Membership - A membership in the Corporation may be terminated:

(a) by the Member writing a letter of resignation to the Secretary of the Corporation;

(b) by a two-thirds majority of the board if a member’s conduct is considered a material infringement of the corporation’s by-laws or if it is considered detrimental to the corporation;

(c) upon expiration of the Member’s term of membership.

5.6. Each Member shall only have one vote.

5.7. Memberships may not be transferred.

5.8. Members of the Corporation are not liable for any liability of the Corporation or any act of the Corporation.

6. MEETINGS OF MEMBERS

6.1. Annual General Meeting - There shall be at least one annual general meeting of the Corporation each year. The meeting will be held within six months of the financial yearend on a day and at a place within the City of Winnipeg or virtually to be determined by the Board.

6.2. The Annual General Meeting shall always:

(a) present the financial statement and, the auditor’s report if the gross income exceeds $250,000;

(b) present any other reports such as that of the Board;

(c) elect the Directors of the Board for the upcoming year; and

(d) deal with any other business brought before it

6.3. Special Meeting of Members - A special meeting of the Corporation may be called at any time by the Board by way of resolution or by 25 Members in writing.

6.4. Every Member is to be given at least 21 days notice of an annual general meeting or special meeting of the Corporation. The notice shall state the business of the meeting, the time, date and place and be sent to the last address the member has given to the Secretary. Where the notice provisions of these By-laws have been duly observed, the non-receipt of any notice by any Member, director or other person entitled to receive such notice shall not invalidate any proceeding or transaction at any meeting or otherwise. Notice may be given by ordinary or postal mail, or by electronic mail.

6.5. Quorum - A quorum at any meeting of Members shall be the lesser of 10 percent of the membership or 15 Members in person or by proxy. Each Member present will have one vote. If a quorum is present at the opening of a meeting of Members, the Members present may proceed with the business of the meeting even though a quorum is not present throughout the meeting.

6.6. Votes to Govern at Board Members' Meetings - Every question shall, unless otherwise provided by in the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions either on a show of hands or on a ballot or the results of electronic voting. In case of a tie, the Chair of the meeting in addition to an original vote shall have a second or casting vote.

6.7. Meetings by Electronic Means - If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of Members, any person entitled to attend such meeting may participate in the meeting using such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of Members under this section who is entitled to vote at that meeting may vote, in accordance with the Act, through any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

7. RESOLUTIONS OF VOTING BOARD MEMBERS AND THE MAKING OR AMENDING OF BYLAWS

7.1. A resolution to amend bylaws requires a two-thirds (2/3) majority of the votes cast at the Annual General Meeting to pass unless another majority is required by the Act or the Bylaw.

7.2. By-laws may be enacted, revoked, or amended by special resolution at any meeting of Members.

7.3. Notice to introduce or amend a bylaw, including a draft of the proposed or amended bylaw, is to be given in writing to all Members at least twenty-one (21) days before the meeting at which it will be considered.

7.4. Appointment of Proxy - An instrument appointing a proxy shall be in writing under the hand of the appointer or an attorney duly authorized in writing or via electronic mail.

7.5. Form of Proxy - An instrument appointing a proxy may be in the form set out in Schedule “A” or in any other usual form provided it is in writing and clear in its intent.

7.6. Validity of Vote - A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the member providing the proxy or revocation of the proxy or of the authority under which the proxy was executed, provided that no information in writing of such death, insanity, or revocation, as aforesaid shall have been received by the Corporation at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.

8. BOARD OF DIRECTORS

8.1. The Board shall consist of a minimum of five (5) and a maximum of eleven (11) Directors who shall be elected at an annual general meeting or special meeting. The Directors must be Members of the Corporation.

8.2. The Board shall consist of a minimum of two-thirds of Directors being under fourty (40) years of age at the time their term as a Director on the Board elapses.

8.3. The Officers of the Corporation shall be appointed from the Board of Directors.

8.4. Terms of Directors - The terms of the Directors shall be as follows:

(a) At the Annual General Meeting of the Members of SHM the majority of elected Directors who receive the most votes shall be elected for a two-year term. The minority of elected Directors who receive the least votes shall be elected for a one year term. All subsequent elected Directors shall serve a two-year term.

(b) The number of terms a Director may serve on the Board as a Director shall not exceed three (3) terms.

8.5. The office of the Director shall be automatically vacated:

(a) if at a meeting of Members, a resolution is passed by two-thirds of the Members present at the meeting that a Director be removed from office;

(b) if a Director resigns from their office by delivering written notice of same to the remaining Directors of the Board;

(c) if a Director is found by a court or a doctor licenced by The College of Physicians & Surgeons of Manitoba to be of unsound mind;

(d) if a Director becomes bankrupt;

(e) if a Director is found guilty of a crime of moral turpitude;

(f) if a Director has misappropriated any of the Corporation’s assets ; or

(g) upon death.

If a vacancy arises on the Board and a quorum remains in office, the majority of the remaining Directors may appoint any person qualified to be a Director to fill the vacancy. The person elected to fill the vacancy holds office for the remainder of the term of the Director whose position became vacant. If a vacancy arises on the Board and there are not enough Directors remaining in office to constitute a quorum, the remaining Directors must, within 30 days after losing quorum, call a special meeting of the Corporation to fill all vacancies as soon as practicable.

8.6. The Board may vacate a Director’s office if the Director misses three (3) consecutive Board meetings per fiscal year without a satisfactory reason to a majority of the Board. The termination will be noted at a Board meeting and the former Director will be notified.

8.7. Remuneration - The Directors shall serve on the Board without remuneration. No Director shall directly or indirectly receive any profit from their position on the Board; prior approval is needed by the Board for a Director or Officer to be reimbursed for reasonable expenses incurred by them during the performance of their duties as, approved by the Board, upon presentation of receipts for pre-authorized expenses.

9. MEETINGS OF THE BOARD, DUTIES AND POWERS

9.1. Calling of Meetings - Meetings of the Board shall be held from time to time and at such time and place as the Board, any two Officers or a majority of Directors may determine.

9.2. Place of Meetings - Meetings of the Board shall be held within the Province of Manitoba unless the Board decides otherwise by resolution.

9.3. Notice of Meeting ‑ Notice of the time and place of each meeting of the Board shall be given by or by electronic mail to each Director not less than seven (7) days before the time when the meeting is to be held. A notice of a meeting of Directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified.

9.4. A Director may in any manner waive notice of or otherwise consent to a meeting of the Board.

9.5. Frequency of Meetings – The Board shall hold at least one meeting each quarter, which equates to a minimum of four (4) Board meetings per fiscal year.

9.6. Meetings by Electronic Means - If a majority of the Directors consent, one or more Directors may participate in a meeting of the Board or of a Committee of the Board using such telephone or other communications facilities that permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given for all meetings of the Board and Committees of the Board held while a Director holds office.

9.7. Regular Meeting ‑ 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 meeting shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

9.8. Quorum – Two thirds (2/3) of Directors then on the Board shall constitute a quorum.

9.9. Votes to Govern ‑ At all meetings of the Board every question shall be decided by a majority of the votes cast on the question. In case of a tie, either on a show of hands or on a ballot or on the results of voting by electronic means, the Chair of the meeting in addition to an original vote shall have a second or casting vote.

9.10. Proxy - Advisors and Directors shall be permitted to attend Board meetings. A Director may not assign a proxy to appear on their behalf. A Director may send their vote by electronic means on an issue before a Board meeting has commenced and it shall count towards the vote on that issue.

9.11. Appointment of Officers - Officers shall be appointed by the Board with a two thirds majority vote of the Directors then comprising the Board.

9.12. Duties - In performing the duties of the corporation and exercising its powers, each Director and Officer of the Board must

(a) act honestly and in good faith with a view to the best interests of the corporation; and

(b) exercise the care, diligence and skill that a reasonable and prudent person should exercise in comparable circumstances.

9.13. Powers of Directors

(a) The Directors of the Corporation shall manage the affairs of the Corporation and at all things and make and 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.

(b) The Directors shall have the 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 Corporation shall provide signing authority to the following four Officers: President, Vice-President, Secretary or Treasurer. The Directors shall have the power to enter into a trust arrangement with the 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 interests of the Corporation in accordance with such terms as the Board may prescribe.

(c) The Board shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive sponsorships, legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

(d) The Board may appoint such agents 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 at the time of such appointment.

10. OFFICERS

10.1. The Officers of the Corporation shall be the President, Vice-President, Treasurer, Secretary, and any other Office created by the Board. Any one person may hold more than one office.

10.2. An Officer may resign office by giving written notice to the Secretary, or in the case of the Secretary to the President.

10.3. The President or Vice-President will preside at all meetings of the Corporation and the Board. The President and Vice-President are responsible for preparing and submitting a report to the annual general meeting.

10.4. The Secretary is to attend all meetings of the Board and of the Members and to act as clerk to those meetings recording all votes and minutes of the proceedings. The Secretary is responsible to give or cause to be given any notice of meetings and to do whatever other duties the Board requests.

10.5. The Treasurer has responsibility for the oversight of the Corporation’s money, and of the accounts which are kept of the Corporation’s assets, liabilities, receipts and disbursements. The Treasurer is responsible for providing an accounting to the Board whenever they require, and do whatever other duties the Board requests.

11. ADVISORY COUNCIL

11.1. The Advisory Council shall be comprised of five (5) individuals appointed by the Board for a term of 2 years with an opportunity of renewal after review by the Board.

11.2. To be eligible to be an Advisory Council member, the individual must have had a minimum of two (2) years of active involvement with SHM and agree to attend four (4) quarterly meetings as scheduled by the Board.

11.3. The Advisory Council’s primary responsibility, in addition to providing strategic direction, input, and guidance for the Board, will be to ensure that the goodwill of the Board is extended to their personal circles of influence.

12. COMMITTEES

12.1. The Corporation shall establish the following four Committees:

(a) Fundraising Committee;

(b) Finance Committee;

(c) Digital Committee; and

(d) Public Relations Committee

12.2. The Board may establish any other committees at its discretion.

12.3. The Committees shall carry out the tasks and responsibilities as assigned to them by the Board.

13. INDEMNITY AND CONFLICTS OF INTEREST

13.1. Except as otherwise provided in Section 119 of The Corporations Act (Manitoba), every Director, Officer, Advisory Council Member or Youth Ambassador of the Corporation shall from time to time and at all times be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses whatsoever, which such Director or Officer sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever done or permitted by him or her in the execution of the duties of his or her office except for any dishonest or fraudulent act or acts.

13.2. Protection of Directors and Officers - No Director or Officer of the Corporation shall be liable for the act, neglect or default of any other Director or Officer or for joining in any act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited or for any loss occasioned by an error of judgment or oversight on his or her part or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereof unless the same shall happen through their own dishonest or fraudulent act or acts or wilful neglect.

13.3. Declaration of Interest -It shall be the duty of every Director of the Corporation who is in any way, whether directly or indirectly interested in a contract or arrangement or proposed contract or arrangement with the Corporation to declare such interest and to refrain from voting in respect thereto.

14. SIGNING DOCUMENTS

14.1. Any documents requiring the signature of the Corporation are to be signed by any two of the four individuals designated as signing Officers by the Board. Any properly signed document is binding on the Corporation without further authorization or formality.

14.2. The Corporation’s seal may be put on any document requiring it by the signing Officer signing the document. This article shall not be interpreted so as to require the Corporation to have a seal.

14.3. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such Officer or Officers or person or persons, whether or not Officers of the Corporation, and in such manner as the Board may from time to time designate.

14.4. The banking business of the Corporation, or any part thereof, shall be transacted with such bank, trust company or other firm or corporation carrying on a banking business as the Board may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on behalf of the Corporation by such one or more Officers and/or other persons as the Board may designate, direct or authorize from time to time by resolution and to the extent therein provided including, but without restricting the generality of the foregoing, the operation of the accounts of the Corporation; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for payment of money; the giving of receipts for and orders relating to any property of the Corporation; the execution of any agreement relating to any such banking business and defining the rights and powers of the parties thereto; and the authorizing of any Officer of such bank to do any act or thing on behalf of the Corporation to facilitate such banking business.

15. FINANCIAL YEAR AND AUDITOR

15.1. The Corporation’s financial year shall be determined by the Board.

15.2. The Board shall appoint an auditor or as the Board approves from time to time, to audit the accounts and annual financial statements of the Corporation for a report to the Members at the next Annual General Meeting if the annual gross income exceed $250,000 as per Canada Revenue Agency guidelines. The accountant shall be a certified Chartered Professional Accountant. The remuneration of the auditor shall be approved by the Board.

15.3. The Directors are responsible to ensure that the Corporation keeps whatever books or records the bylaws and law require.

16. BOOKS AND RECORDS

16.1. The Board 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.

17. INTERPRETATION

17.1.In this and any other bylaw, the following rules apply unless the context indicates otherwise:

(a) Singular words include the plural.

(b) Gender-specific words include the opposite gender or neuter as appropriate.

(c) Reference to persons includes corporate entities.

(d) Reference to any bylaw, statute or law includes any later amendment or re-enactment of the bylaw, statute, or law.

18. WINDING UP

18.1. Members of the Corporation do not have and cannot have any personal interest in the Corporation's property. If the Corporation is dissolved or disbanded, any assets left after all liabilities have been satisfied will be distributed to one or more registered Canadian charitable Organizations whose purposes are most similar to those of the Corporation at the time. The substance of this rule may not be changed by any later amendment, nor may this rule be appealed.

19. GENERAL

19.1. Notices- A notice required by the Act or these by-laws to be sent to a member or a Director of the Corporation shall be sent in the manner and within such period of time as may be set out in the Act or in this By-law.

19.2. Computation of Time - In computing the date when notice must be given under any provision of the Act or this by-law requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded but the date of the meeting or other event shall be included.

19.3. Omissions and Errors - The accidental omission to give a notice to any member, Director, Officer or auditor or the non-receipt of any notice by any member, Director, Officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon, unless otherwise provided in the Act.

ENACTED: 12th of July 2025.