Indo-Canadian Community Centre
By-Laws last amended at the AGM on 2012-04-28
A by-law relating generally to the transaction of the affairs of:
Indo-Canadian Community Centre
BE IT ENACTED as a by-law of Indo-Canadian Community Centre (Hereinafter referred to as the “Corporation”) as follows:
1. The Head Office of the Corporation shall be in the Regional Municipality of Ottawa-Carleton, in the Province of Ontario, and at such place therein as the directors may from time to time determine.
2. The Seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
3. The Corporation shall:
- Promote the Indian cultural heritage among its Members and the larger Canadian community, which shall include Indian philosophy and related scholastic studies, spiritual discourses, history, Indian folklore, drama, dance, art, and sports;
- Offer a centralized, coordinated educational facility for Indian languages and cultural activities;
- Acquire, construct, maintain and equip a community centre building and related infrastructure, which may contain, among other facilities, a banquet hall/auditorium, reception area, kitchen, meeting rooms, seniors support facility, youth activity centre, library, gymnasium and recreation facility, and cafeteria;
- Solicit and accept donations, gifts, legacies and bequests to promote and implement the objects of the Corporation;
- Provide conveniences and services in the Centre for use by its Members and their guests either gratuitously or upon such terms as the Board of Directors might prescribe;
- Carry on charitable and philanthropic initiatives at a personal, national and international levels, and in that regard to solicit and accept donations, gifts, legacies and bequests;
- Conduct programs to facilitate integration of Indo-Canadians into the larger Canadian community, as well as for their general development; and
- Offer all its services in a secular fashion.
“By-Laws” mean any By-Laws of the Corporation from time to time in force and effect;
“Board” means Board of Directors outlined in Article 7;
“ex-officio” means member “by right of office”, which shall include voting privileges, unless otherwise expressly stated in the By-Laws;
“Indo-Canadians” means persons of origins in India who are permanent residents or citizens of Canada;
“Letters Patent” means letters patent and any supplementary letters patent of the Corporation;
“Member” means a member of the Corporation, in good standing;
“Notice” means notices required by the By-Laws to be sent to Members, Directors, which shall be:
- Delivered personally, or sent by electronic means to a Member, Director who has access to electronic means; such person must notify the Corporation of his electronic address and any subsequent changes thereto;
- Where a Member, Director has notified the Corporation that he/she does not have access to electronic means, sent by post in a prepaid, sealed wrapper addressed to the person and such communication shall be held to have been sent as it is deposited in the post office or public letter-box; and
- All above sent to the last electronic or postal address of the Member, Director as recorded in the books of the Corporation.
“Property” means real property;
“Region” means the area covered by the Municipalities of Ottawa-Carleton and Gatineau and neighbouring municipalities;
“Resolution” of the Board of Directors, Members at the General Meetings has the meaning as set forth in appropriate Sections of the By-Laws, with the proviso that all decisions required to be made shall be made by Resolution;
“Standing Committee” means a Committee established at a General Meeting, which shall continue in operation until disbanded;
“Words” importing singular number shall include the plural and vice versa, unless the context otherwise requires;
“Person” shall mean an individual.
5. The property and business of the Corporation shall be managed by the Board of Directors. Members of the Board shall serve without remuneration or pecuniary gain from their positions.
BOARD OF DIRECTORS
6. The Board of Directors shall consist of 8 members:
- Seven elected by the members of the Corporation at its Annual General Meeting;
- The President of the outgoing Board, referred to as Past President, to serve as an ex-officio member of the Board;
If in the opinion of the Board, the exigencies of the Corporation’s affairs so warrant, the Board may appoint up to two members of the Corporation in good standing, to serve on the Board for a specified term, to the maximum of the remaining term of office of the Board. Such appointment shall require ratification at the next General Meeting.
Seven elected members and the Past President shall hold office for a term of two years or until their respective successors are elected and qualified. If the President of the outgoing Board is re-elected to serve on the new Board, the Past President serving as ex-officio member of the outgoing Board shall continue to serve in that capacity for a further term. If the Past President is unable or unwilling to serve for the aforesaid further term, the position shall be filled by the immediate Past Vice-President.
QUALIFICATIONS OF DIRECTORS
7. A member to be elected to the Board of Directors must:
- be of at least 18 years of age, mentally competent, and have capacity under law to contract;
- be willing to uphold and promote the objects of the Corporation;
- not be an undischarged bankrupt or convicted of an offence under the Criminal Code of Canada; and
- have been a member of the Corporation in good standing for a period of three months prior to his/her election, and must, at the time of his election and throughout the term of his/her office be a member of the Corporation.
VACANCIES, BOARD OF DIRECTORS
8. When a Director becomes unable to meet the qualifications outlined in Article 8, or declines to fulfill his/her duties as a Director, has failed to attend four consecutive Board meetings without dispensation from the Board, or has submitted his/her resignation in writing to the Board, the Director shall be deemed to have vacated his/her position as a member of the Board.
Vacancies on the Board of Directors caused by the inability of the elected member to serve, for whatever reason, may so long as a quorum of directors remain in office, be filled by directors from among the qualified members of the Corporation, as deemed fit, subject to ratification by the members at the next general meeting following such election, otherwise such vacancy shall be filled at the next Annual General Meeting at which the directors for the ensuing term are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a general meeting of members to fill the vacancy. The newly appointed director shall serve for the unexpired term of the Board.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
9. Five (5) directors of the Board shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors’ meetings may be formally called by the President or Vice-President or by the Secretary on the direction of the President or by the Secretary on direction in writing of three directors. Notice of such meetings shall be delivered, telephoned or e-mailed to each director not less than one day before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The directors may consider or transact any business either special or general at any meeting of the Board.
ERRORS IN NOTICE, BOARD OF DIRECTORS
10. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
VOTING, BOARD OF DIRECTORS
11. Questions arising at any meeting of directors shall be decided by a majority of votes. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the President that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. In case of an equality of votes, the Chairman, in addition to his/her original vote, shall have a second or casting vote.
12. The Board of Directors shall be accountable to members of the Corporation for its affairs and actions/decisions taken. 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.
Notwithstanding the foregoing powers, the directors of the Corporation shall be responsible for:
a) raising funds for the Corporation, generally thorough donations and by organizing activities on behalf of the Corporation;
b) causing and operating special funds for procuring facilities such as buildings and equipment as may be required or anticipated for meeting the objects of the Corporation;
c) appointing special committees for specific purposes, including a Membership Committee consisting of three members drawn from the general membership, aimed at promoting and increasing membership in the Corporation ; and
d) preparing a detailed report for presentation at the Annual General Meeting each year.
OFFICERS OF THE CORPORATION
13. There shall be a President, a Vice-President, a Secretary, a Joint-Secretary, a Treasurer, and, as necessary, a Community Relations Officer. Each of the aforementioned officers shall be elected by the Board of Directors from amongst their numbers at the first meeting of the Board immediately after the annual election of the Board. The Past President shall serve as an ex-officio member of the Board as outlined in Article 6. The remaining elected members of the Board shall be Members at Large, with duties assigned to them by the Board. The Board may remove an Officer from his/her office in the interest of its more efficient and effective operations and replace him/her with another member of the Board.
DUTIES OF PRESIDENT
14. The President shall be the Chief Executive Officer of the Corporation, charged with the general management and supervision of its affairs and operations. He/She shall, when present, preside at all meetings of the members of the Corporation and of the Board of Directors. The President with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates. During the absence or inability of the President, his/her duties and powers shall be exercised by the Vice-President. During the absence or inability of the President and the Vice President, the duties and powers of the President shall be exercised by the Past President.
DUTIES OF THE SECRETARY
15. The Secretary shall record all facts and minutes of all proceedings of meetings of the Board of Directors and of the General Meetings of membership, in the books kept for that purpose. He/She shall give all notices required to be given to the members and to directors. He/She shall also prepare and send agendas and minutes of meetings. He/She shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, membership list, contracts and other documents belonging to the Corporation, which he/she shall deliver up 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, and he/she shall perform such other duties as may from time to time be determined by the President or the Board of Directors. In the absence of the Secretary, the Joint-Secretary shall discharge the duties of the Secretary.
DUTIES OF THE TREASURER
16. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the Board of Directors. He/She shall disburse the funds of the Corporation under the direction of the Board of Directors, supported by proper vouchers, and shall render to the Board of Directors at the regular meetings thereof or whenever required of him/her, an account of all his/her transactions as Treasurer, and of the financial position of the Corporation. He/She shall also perform such other duties as may from time to time be determined by the President or the Board of Directors. In the absence of the Treasurer, an acting Treasurer shall be appointed by the Board of Directors from amongst its members.
DUTIES OF OTHER OFFICERS
17. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or as the Board of Directors requires of them.
INDEMNIFICATION OF DIRECTORS, OFFICERS
18. Providing that all acts, undertakings and contracts entered into by a member of the Board of Directors on behalf of the Corporation are legal, duly authorized and in accordance with the provisions of the Constitution and the By-laws, he/she shall be indemnified and saved harmless by the Corporation in the event that he/she becomes personally involved in a litigation arising out of such acts on behalf of the Corporation.
NOMINATION AND ELECTION COMMITTEE
19. The Board of Directors shall appoint a Nomination and Election Committee six weeks prior to the date of the Annual General Meeting, with the mandate to develop a slate of members to serve on the Board of Directors for the ensuing term.
The Nomination and Election Committee shall consist of three members, one of whom shall be a member of the Board of Directors. Members appointed to the Committee shall be members of the Corporation who are in good standing and are selected on the basis of their demonstrated commitment to the propagation of the Corporation’s objectives and general familiarity with the Corporation’s membership. One member of the Committee shall serve as Chairman.
The Board shall announce the appointment of the Committee to the Corporation’s members at least four weeks prior to the date of the Annual General Meeting, inviting them to make nominations that are received by the Committee no later than ten days prior to the date of the Annual General Meeting, using the nomination form supplied by the Committee. The Board shall state in the announcement that no new nominations shall be accepted from the floor.
The Nomination and Election Committee may actively solicit nominations. It shall evaluate the eligibility of the nominated members to serve on the Board.
The Nomination Committee shall present the slate of eligible nominees at the Annual General Meeting and monitor the election process and, if necessary, conduct the balloting at the General Meeting. It shall subsequently announce the election results.
EXECUTION OF DOCUMENTS
20. Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by the President, or the Vice-President in his/her absence, together with either the Secretary or Treasurer, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.
The persons authorized above may transfer any and all shares, bonds or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of the company or Corporation.
Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Corporation may or shall be executed.
BOOKS AND RECORDS
21. 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.
In addition, each member shall be provided annually with a copy of an audited statement of accounts, and all books shall be made available on reasonable notice for examination to any member.
22. At the Annual General Meeting, members shall appoint an auditor to audit the accounts of the Corporation for the ensuing year. Such auditor shall hold office until the next Annual General Meeting.
23. There shall be only one class of membership in the Corporation, namely, life membership (life being defined as the life of the donor). Membership fees to be paid by life members shall be $1,000 unless modified by the Board of Directors, subject to ratification at a General Meeting.
The members shall be such persons as the Board of Directors may from time to time admit to membership in the Corporation. Members shall, at all meetings of members, be entitled to one vote and may vote by proxy. For a proxy to be voted at any meeting, it can be given only to a member in good standing.
VOTING PROCEDURES AT GENERAL MEETINGS
24. At all General Meetings of members every question shall be decided by a simple majority of the votes of the members present in person or represented by proxy with the exception of those related to the final transactions of the purchase, sale, disposition of the proceeds of property and amendments to the constitution and by-laws of the Corporation, for which the majority required shall be two-thirds of Members present and by proxy.
Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the President that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by the required majority of votes given by the members present in person or by proxy, and such poll shall be taken in such manner as the President shall direct and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the President shall be entitled to a second or casting vote.
WITHDRAWAL FROM MEMBERSHIP
25. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation. Membership fee paid shall not be refunded.
ANNUAL AND OTHER MEETINGS OF MEMBERS
26. The Annual General Meeting of the members shall be held at the Head Office of the Corporation in the National Capital Region in the month of April in each year. Any other general meeting of the members shall be held at the Head Office of the Corporation in the National Capital Region as the Board of Directors may determine and on such day as the said directors shall appoint.
Notice of the Annual General Meeting shall be sent to each member at least two (2) weeks prior to the date of the Meeting.
SPECIAL GENERAL MEETINGS
27. Special general meetings of members may be called at any time during the year by the Board of Directors:
(a) to expedite decisions on specific matters or to advise members on matters of urgency; or
(b) upon a written request signed by one-tenth or thirty (30) members, whichever is less, signifying the need.
The Board shall call such a meeting within four (4) weeks from receipt of the written request. Notice of a special general meeting of members shall be sent to each member at least two (2) weeks prior to the date of the meeting.
ERROR OR OMISSION IN NOTICE
28. No error or omission in giving notice of any annual or general meeting of members or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken there at 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.
29. Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
30. A quorum for the transaction of business at any meeting of members shall consist of the lesser of ten per cent (10%) of membership or thirty (30) members, present in person or represented by proxy.
31. Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 31st day of December in each year.
32. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. Such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by the Board of Directors, may endorse notes and drafts for collection on account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporation’s bankers for the credit of the Corporation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Corporation by using the Corporation’s rubber stamp for the purpose. Such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bankers and may receive all paid cheques and vouchers and sign all bank’s forms or settlement of balances and release or verification slips. All financial instruments shall require signatures of at least two officers identified by resolution of the Board of Directors.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
33. The securities of the Corporation shall be deposited for safekeeping with one or more bankers to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
34. Corporate bank account(s) shall be maintained as a separate account(s) in a Chartered Bank(s), in the name of the Corporation.
All monetary transactions shall be made in the name of the Corporation. All cheques pertaining to the outgoing funds shall require an authorization by the board, as necessary, and shall be signed by such officers as the Board of Directors may from time to time, by effective resolution, appoint.
35. The by-laws of the Corporation may be amended by a two-thirds (2/3rds) affirmative vote of the members present and represented by proxy, at any legally constituted meeting of the members, providing advance notice of at least two (2) weeks is given and a copy of the proposed amendment is included in the notice.
36. In the event of the dissolution of the Corporation all assets after payment of just debts and obligations shall be distributed or transferred to one or more charitable organizations in Canada and, except as provided in Article 38, such organizations are to be selected by the Board of Directors and approved by the members.
The decision to dissolve the Corporation shall be passed at a Special General Meeting of the membership called for that specific purpose and shall require a four-fifths (4/5ths) affirmative vote of the total members or their proxy.
If two consecutive Special General Meetings of the members for the purpose of discussing dissolution could not be held due to lack of quorum and if an advertisement in Ottawa’s largest-circulation daily newspaper also does not produce a quorum, quorum requirements shall be waived for the third meeting. A resolution to dissolve shall at such a meeting require an affirmative vote of at least two-thirds (2/3rds) of members present or represented by proxy.
PROCEEDINGS OF MEETINGS
37. All proceedings at Directors’ Meetings or Members’ Meetings shall follow parliamentary rules of order.
SPECIAL REQUIREMENTS FOR BUILDING OF COMMUNITY CENTRE
38. Any proposals for the acquisition of land for the construction of a community centre shall be submitted to the General Membership for approval. After having selected a site for the construction of a building to house the Indo-Canadian Community Centre, the Board of Directors shall seek approval of the project at a General Meeting of members. In granting such approval, members may, by resolution passed at the General Meeting, direct the Board of Directors to:
- Conceptualize, design, and develop a plan for the construction of the Community Centre; and
- Present the plan at a subsequent General Meeting of members for approval and implementation.
In approving the plan, the members at the General Meeting shall authorize the Board of Directors to take all necessary actions for the implementation of the plan, including those on, but not limited to, obtaining approvals from authorities; engaging architects, consultants, contractors and advisors, and incurring expenditures as authorized at the General Meeting.
Any proposals for the acquisition of an existing building to serve as a community centre and any renovations, additions, or modifications thereto shall be submitted for approval at a General Meeting called for that purpose. All additional expenditures required to bring the building to a stage fit for use as the community centre shall require approval at a General Meeting.
Donations of $5,000 or more for the construction of a community centre or acquisition of a building to serve as a community centre, shall be held in a separate account, herein referred to as “Building Fund”. In the event of dissolution of the Corporation, the balance in the Building Fund shall be distributed to registered charitable institutions in Canada. Donors making donations of $5,000 or more to the Building Fund shall have the option of selecting a registered charitable institution to which a designated portion of the balance in the Fund is to be distributed. Such portion shall be no more than the amount that bears the same proportion to the total balance in the Building Fund as the donor’s contribution does to the total donations made to the Building Fund.
39. The Board of Directors shall present for approval at the Annual General Meeting a budget for the ensuing year, outlining projected revenues and expenses for the year. The Board may incur operating expenses not included in the approved budget, to the maximum of $15,000 in the year.
The Board of Directors on approval at a General Meeting by two-thirds (2/3rds) majority present and by proxy, may:
(a) borrow money on the credit of the Corporation;
(b) issue, sell or pledge securities, debt obligations (including bonds, debentures, notes or other similar obligations, secured or unsecured) of the Corporation;
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
The Board of Directors shall be authorized to arrange items (a) to (c) for such amounts as are approved by the General Body of Members.
The Board of Directors may from time to time authorize in writing any director or officer of the Corporation or any other member to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given thereof, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the Board of Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation. The Board shall require the director or officer so authorized to report to the Board periodically on actions taken and to seek ratification, as necessary.
CONFIRMED AND APPROVED by members of the Corporation at the ANNUAL GENERAL MEETING held on April 30, 2011, and subsequently amended at the ANNUAL GENERAL MEETING held on April 28, 2012.
Chairman, Members’ Meetings