DRAFT VERSION January 16/2012
IMPROVEMENTS MADE IN THE CONSTITUTION OF ETHIOPIAN ASSOCIATION IN THE GREATER TORONTO AREA AND THE SURROUNDING REGIONS
The essential
elements of the 2004 Constitution (including the name, mission statement, objectives,
and structure of the Association) remain intact except for some editorial
changes.
The main
improvements made by the Committee are as follows:
1. Objectives:
Under Article 3 (see 3.10) an objective has been added to ensure that the
special needs of children, youth, women and seniors are addressed properly.
2. Board
of Directors:
2.1 The roles of the Board of Directors as
the defender of the wellbeing, mission, goals and objectives of
the Association have been reinforced.
2.2 The Board is now more of
a visionary policy making and supervisory body rather than day-to-day
operator of the Association's business.
2.3 The criteria for the
nomination and election of Board members have been defined.
2.4 Nine members are proposed
for the Board instead of the present thirteen members.
2.5 It has been recommended
for the General Assembly to appoint a Nominations and Elections
Committee which will be responsible for nominating candidates for the Board in
accordance with established criteria, and to manage the election process.
3. Executive Committee:
3.1 The policy implementation and supervisory role of the Committee has been ;
3.2 The authority, responsibility and
accountability of each Officer have been clarified.
4. Chief Executive Officer:
4.1 The authority and responsibility of the Chief Executive Officer for the day-to-day management of the affairs of the Association, in accordance with the policy directives of the Board and the immediate supervision by the Executive Committee (particularly the President), have been specified.
4.2The Chief Executive Officer will be required to carry out his or her functions strictly in accordance
with the job specification approved by the Board.
5. Standing Committees
5.1
As an integral part of the Association and within the framework of the policy directives of
the Board and the supervision of the Executive Committee, each Standing
Committee has the authority and responsibility for the implementations of the programs, activities and services entrusted to it.
With the exception of the Finance
and Budget Committee which will be chaired by the Treasurer,
each Standing Committee will elect its own chairperson in consultation with the
President and the Board.
6. Membership
6.1 Terms of membership
6.2 Members Rights
CONSTITUTION
OF
ETHIOPIAN
ASSOCIATION IN THE GREATER TORONTO AREA AND THE SURROUNDING REGIONS
BE IT ENACTED AND HEREBY IT IS ENACTED as the Constitution of the
Ethiopian Association in the Greater Toronto Area and the Surrounding Regions
as follows:
We, residents of the Greater Toronto Area and the Surrounding
Regions of Ethiopian origin:
· Recognizing our unique historical and cultural heritage,
· Cognizant of the linguistic and cultural richness and diversity of
Ethiopians in the multi-cultural Society of Ontario, and
· Realizing the need for an organization that will represent us and
also provide us with a means to achieve the objectives stated under article 3,
have established an Association to be governed in accordance with the following
provisions:
The Association shall operate a
variety of programs, services, and activities to achieve its purpose. In its
operation, the Association is committed to working from an anti racist anti
oppressive framework. The Association is also committed to addressing barriers
faced by its community members and the clients it serves as new immigrants to
Canada, including but not limited to language barriers, employment, social and
health issues hindering their integration into the mainstream society.
The Board of Directors of the
Ethiopian Association in the Greater Toronto Area and the
Surrounding Regions (The Board), using a
Policy Governance Model, is responsible for the mission, mandate, and
development of major strategies for the Organization. The Board is responsible
for making decisions regarding policies, mission statement, goals and provides
input into program
planning through the development of the
Association’s strategic direction.
Article
1: Name
1.1 The name of the Association shall be The Ethiopian Association in
the Greater Toronto Area and the Surrounding Regions. (hereinafter referred to
as the Association)
Article
2: Mission Statement
2.1 The Ethiopian Association in the Greater Toronto Area and the Surrounding
Regions is a non-political, non-profit, independent, community-based
organization established and run by volunteer members who seek no financial or
other gains for their participation in the activities of the Association.
2.2 The Association is committed to facilitating the full
participation of all persons of Ethiopian origin in the social, cultural and
civic life of Canada, and to the preservation and promotion of their rich and
diverse cultural heritage.
2.3 The Association’s programs and services are provided without
discrimination on the basis of race, gender, sexual orientation, age, ethnic
origin, creed, religion, political affiliation and physical or mental
disability.
Article 3: Aims and Objectives
3.1 To facilitate the integration of Ethiopians and other communities
concerned in the Greater Toronto Area and the Surrounding Regions into the
Canadian Society, and to foster the retention and development of their cultural
heritage within the framework of Canada's policy of Multiculturalism.
3.2 To facilitate and assist in the resettlement of newly arriving Ethiopians
and others, and in the adaptation of those residing in the Greater Toronto Area
and the Surrounding Regions.
3.2.1 To provide orientation services and
information on housing, education, job opportunities, health care, legal aid
and other services.
3.2.2 To maintain liaison with relevant public and private agencies,
local, provincial and federal organizations to promote cooperation and the two-way
flow of information.
3.2.3 To conduct research and to collect demographic and other data to
assist in the assessment of the needs of Ethiopians and others who seek the
Association's services.
3.2.4 To encourage and promote individual and community initiatives by
providing support and by facilitating dialogue with private and public
institutions, and by providing technical advice.
3.3 To create increased awareness in the Canadian public about the
plight of Ethiopian and other refugees throughout the world, and to seek
government and private sector assistance for alleviating the problem.
3.4 To gather information, and to conduct educational forums and
activities on the conditions of Human Rights and Freedoms, as defined in the
Universal Declaration of Human Rights and endorsed under UN Treaties, Covenants
and Conventions in Ethiopia and other parts of the world.
3.5 To promote the development, administration and enforcement of just
and equitable policies and legislations concerning all refugees.
3.6 To act as a link between people of Ethiopian and other origins,
and the various levels of government.
3.7 To develop and foster co-operation among Ethiopian
and other organizations at local, provincial and federal levels in order to
promote goodwill and mutual support.
3.8 To plan, organize and
carry out educational, social and cultural activities.
3.9 To promote, encourage and undertake projects
and activities which will further the aims
and activities of the Association.
3.10 To address the special and changing needs of children, youth,
women and seniors in the community.
Article 4: Formalities
4.1 Head
Office:
4.1.1 The Head Office of the
Association shall be at such place in the Greater Toronto Area as the Board may from time to time
determine by resolution
4.2 Corporate
Seal:
4.2.1 Until changed in accordance with the Act, the Corporate Seal of the
Association shall be in the form of impressed
hereon. The Corporate Seal shall be kept at all times at the Head Office of the
Association.
Article 5: The Board of Directors
5.1 The Board of Directors of the Association
shall, using a Policy Governance Model, be responsible
for upholding the mission and mandate of the Association, and for the development of its policies and strategies.
The Board is responsible for making decisions regarding
policies, mission statements, goals, and provides guidance for program planning
through the development of the
Association’s strategic direction.
5.1.1 The Board of Directors
shall consist of nine members elected at an Annual General Assembly Meeting of the Association and
two alternate members elected at the Assembly to
fill up unforeseen vacancy on the Board.
5.1.2 The
Board of Directors shall set the strategic direction of the Association; review
and approve
the annual budget of the Association;
review and approve the implementation of
the policies and programs of the Association; and shall be responsible for the
hiring and termination of employment contract of the
Executive Director.
5.1.3 The Directors shall be
elected at the Annual General Meeting of the Association and shall hold office until the next Annual General Meeting following
their election or until their successors
have been duly elected.
5.1.4 The meeting of the Board
shall be held as often as the business of the Association may require, and at least six times per year, and shall be
called by the Secretary.
5.1.5 At all meetings of the
Board every issue shall be decided by a majority of the votes cast on the question. Each Director shall have one
(1) vote. In case of a tie, the Chairperson of the
meeting shall have a casting vote. The Chairperson has only one vote and will
use it only to break a tie.
5.1.6 For regular Board
meetings notice shall be given at least forty eight (48) hours prior to the meeting, and may be delivered by mail,
fax, electronic mail or telephone. The declaration of the President or the Secretary that notice has been given pursuant to the Constitution shall be sufficient and conclusive
evidence that notice has been given.
5.1.7 Any regular meeting of
the Board may be adjourned for a specified period of time as may be required, and any business maybe
transacted at a reconvened meeting that might have been transacted at the original meeting before the adjournment took
place. No further notice is required
for any adjourned meeting.
5.1.8 At a meeting of the
Board, a quorum for the purposes of undertaking duties shall consist of a majority of the Directors in office (50% + 1).
5.2.9 If any member of the Board wishes to resign he/she shall submit in
writing to the President or
if it is the President, to the Secretary, his/her intention to resign and the
Board will consider
the resignation at its next meeting.
5.1.10 A
special meeting of the Board may be called on the written request of any three members thereof
addressed to the Secretary to call such a meeting, by stating the business to
be brought before
the meeting. The Secretary shall call the meeting of the Board by giving a
ten-day notice from the
date the request is received. The notice shall be communicated to each Director personally
or by telephone, fax transmission, electronic email or by hand.
5.1.11 The Board shall carry on its business by
resolution moved, seconded and carried by a majority
of the votes cast. The President
shall count the votes on a resolution and declare it carried or defeated. The Secretary
shall keep an accurate record in English of the minutes including all
resolutions passed, although a record of the votes for and against shall not be
made unless required by any Director. The declaration by the Chair that a
resolution has passed and an entry to that effect in the minutes shall be
admissible in evidence as prima facie proof that the resolution has passed.
5.1.12 Up to a maximum of two (2) vacancies occurring on the Board, in
between the Annual General Meetings, whether through resignation
or any other reason, shall be filled with the alternative members elected at the previous
General Assembly. If more than two (2) such vacancies occur, the Board shall call an
emergency General Meeting within thirty days.
5.1.13 The Board shall have the
authority to utilize the Association’s funds towards the achievement of the objectives of the Association and
in accordance with the requirements of fund providing agencies, in a manner it
deems fit and shall be responsible and accountable
to the General Assembly.
5.1.14 The Board shall establish standing committees as set out in article
7 and other committees as deemed necessary, with such powers and
duties as it shall determine from time to time.
5.1.15 The property and affairs of the Association shall be managed under
the overall supervision of the Board.
15.1.16 The Board shall have the
power to make, alter and amend the rules and regulations for its own internal administration,
change its officers and to fill any vacancy that may occur in the Board in accordance with article
5.1.17 The Board has complete authority over the Association’s affairs in
all respects and may enter
into contracts on behalf of the Association and to take any other action
authorized by the Letter of Patent and Constitution and by
resolution the Board may delegate authority and
responsibility to the Executive Director.
5.1.18 The Chief Executive Officer, who is the Principal Operating Officer
of the Association, shall participate
in the deliberations of the Board as a non-voting member.
5.1.19 The office of any member of the Board who is absent from three successive
meetings of the Board, or who has missed
fifty percent of the meetings of the Board in any one year, shall
ipso facto vacate the office unless valid reasons for such non-attendance
acceptable to the Board are provided by such member.
5.1.20 A
Director maybe removed for cause by affirmative vote of at least three-fourth
(3/4) of the Board members attending the meeting convened in accordance with
the Constitution, if the Director’s activity brings discredit to the
Association or if the Director’s conduct is detrimental to the Association or
in any other case, where there is cause to remove the Director. Any such
Director proposed for removal shall be entitled to written notice, sent by
registered mail, of the meeting at which such suspension is to be voted upon
and shall be entitled to appear before the Board at such meeting. Such notice
shall be sent at least fourteen (14) days prior to such meeting and need to
specify the reasons for the proposed action.
5.1.21 Board Directors shall not receive remuneration
from the Association, but shall be entitled to be paid their reasonable
travelling and other expenses properly incurred by them in the business of the
Association if authorized by the Board
.
5.1.22 If the Board of Directors is unable to conduct
the business of the Association due to acrimonious and petty arguments and such
a situation has persisted for more than three meetings, the President shall by
his own initiative or at the request of any Board member call an emergency
General Assembly Meeting and the Assembly shall appoint a three member council
of respected and knowledgeable members of the Association to thoroughly review
the matter and submit a final recommendation to the General Assembly for immediate and binding action.
Article
6: Officers
6.1 The officers of the Association shall be
the President, Vice–President, Secretary, Treasurer, Public Relations Officer
and such other officers as the Board may appoint from among the Directors. Such election and appointment shall be
communicated to the members of the Association by written notice mailed no
later than 15 days after such an action.
6.2 Each officer shall hold office until his or
her term expires, or until he or she resigns, or until he or she is removed in
accordance with the provision of the Constitution.
6.3 In the absence of the President or
inability to act, the Vice President or any other officer whom the Board may
select shall act in his or her stead. In addition, the Board may delegate all
or any of the powers of any officer to any other officer or to any Director for
the time being.
6.4 President
6.4.1 The President shall
preside over all meetings of the Association and the Board. He/she shall
sign all instruments that require
his/her signature and shall have the powers to perform
the duties usually vested in the Office of the President and shall have such
other powers and duties as may from
time to time be assigned to him/her by the Board.
6.4.2 The President shall establish special
committees and sub-committees as may be required or as he/she may find
necessary. The President shall advise
the Board about the establishment of such committees and shall seek its
approval of the nominated chairpersons.
6.4.3 Unless otherwise specified by the Board the
President shall have full power and authority on behalf of the Association to
vote in person or by proxy at any meeting of the stakeholders of any
corporation, organization or institution in which the Association may have
interest and/or is represented.
6.4.4 The
President shall appoint individuals to work as members of an ad hoc committee or
a special taskforce to initiate new programs, projects or activities. Individuals
identified for such bodies shall have the necessary qualifications and the ability
to work with others. The President shall
advise the Board about the formation of such committees.
6.4.5 The President shall call and preside over all
meetings of the Executive Committee.
6.5 Vice-president
6.5.1 The Vice-President shall be vested with all
powers and shall perform all the duties of the President in the absence of the
President.
6.5.2 He/she shall perform such other duties and
have such other powers as the Board, or the President may from time to time
prescribe.
6.6 Secretary
6.6.1 Shall attend all meetings of the Board and all
meetings of the General Assembly and record all proceedings.
6.6.2 Shall issue or cause
to be issued notices for all meetings of the members and of the Board, have charge of the Minutes Book of
the Association
- 6.6.3 Shall cause to keep
records of a membership list of the Association
6.6.4 Collect and record all Minutes of the
Committees and Sub-committees.
6.6.5 Perform such other duties as the term of his
engagement calls for or the Board may
from time to time require of
him.
6.6.6 Work closely with the President and the
Executive Committee to ensure that proper
priority settings are established
in all areas of the Association’s functions.
6.6.7 The outgoing Secretary shall convene the first
meeting of the incoming Board and such meeting shall be convened within two (2)
weeks of the Board's election.
6.7 Treasurer
6.7.1 The Treasurer shall ensure the maintenance of
full, accurate and up-to-date accounts, of all receipts of disbursements of the
Association in proper books of account; disbursement of funds under the
direction of the Board; and the provision of financial reports to the Board at
its regular meetings or as required, and to the General Assembly.
6.7.2 The Treasurer shall properly account for the
funds of the Association and shall ensure that
the accounting books and records are kept
properly and safely. He/she shall
present a full account of receipts and disbursements to the Board at least
quarterly and shall, through the Board submit to the Annual General Meeting,
financial statements duly audited by an
external auditor appointed by the
Annual General Meeting.
6.7.3 The Treasurer shall ensure that all financial
reporting including Charity Returns and reports
to funders are submitted on time.
6.7.4 The Treasurer shall serve as the chairperson
of the Budget and Finance Committee.
6.8 Public Relations Officer
6.8.1 Shall promote the programs and activities of
the Association in a manner that will serve to attract more members and
supporters
6.8.2 Shall upon the approval of the Board or the
President publish and distribute any publications to the members of the
Association and to the general public, as required.
6.8.3 Shall disseminate and publicize the aims, objectives,
activities and achievements of the Association
5.8.4 Shall carry out social
and cultural activities, and organize special events with a view to promoting Ethiopian civilization, history,
cultural heritage and literature among the members
of the Association, and in the general public, and to foster cultural exchanges
with other communities.
6.9 Chief
Executive Officer
6.9.1 Shall be the Principal Executive Officer of
the Association. He or she shall administer and manage the business
and affairs of the Association, and shall be responsible for such other duties
as are determined by the Board from time to time.
6.9.2 Shall undertake his or her duties in accordance
with the policy directives established by the Board from time to time.
6.9.3 Shall be accountable to the Board and report
directly to the President of the Association.
6.9.4 The duties, responsibilities and
qualifications of the Chief Executive Officer shall be specified in his/her Job
description.
Article 7: Standing committees
7.1 Executive Committee
7.1.1 The Executive Committee is accountable to the
Board.
7.1.2 The Executive Committee shall consist of the
President, Vice- President, Secretary, Treasurer and Public Relations Officer
of the Association. The Chief Executive Officer is an ex officio member of the
Committee.
7.1.3 The Executive Committee shall oversee and
ensure the proper implementation of the policies, programs, activities and
services of the Association approved by the Board.
7.1.4 A simple majority of the members of the
Executive Committee shall constitute a quorum of any Executive Committee
meeting.
7.2 Other
Standing Committees:
7.2.1 Research, Education and Publications Committee
shall be responsible for planning, organizing and coordinating the research,
educational and publication activities.
7.2.2 Social and Cultural Committee shall be responsible for planning, organizing, and carrying out all social and cultural activities for the benefit of the membership and the community at large.
7.2.3 Finance and Budget Committee shall be responsible for all financial, budgetary and accounting matters of the
Association. It shall provide guidelines for the preparation of annual budgets
and for resource allocation. It shall collaborate with the program committees and other units of the
Association in preparing programs and projects for submission to governmental and non-governmental sources of funding. It shall play a leading role in raising funds for the programs
and activities of the Association. It shall prepare reports with recommendations
on financial and budgetary matters for regular submission to the Board and
through the Board to the General Assembly Meeting. The Committee will be
chaired by the Treasurer.
7.2.4 Refugee and Human Rights Committee shall be
responsible for collecting and disseminating relevant information to government
departments at all levels, the media and the general public to create full
awareness about the plight and suffering of refugees in general, and Ethiopian
refugees in particular, scattered in many parts of the world. The Committee
shall work closely with other relevant organizations in planning and
implementing human rights and refugee programs, activities and services with
support from governmental and non-governmental sources.
7.2.5 Youth Committee shall be responsible for
planning, organizing and implementing the youth programs, activities and
services within the Association
7.2.6 Women’s Committee shall be responsible for
planning, organizing and implementing the women's programs, activities and
services within the Association.
7.2.7 Seniors' Committee shall be responsible for
planning, organizing and implementing the seniors' programs, activities and
services within the Association.
7.3 Chairpersons of Standing Committees
7..3.1 With the
exception specified under Article 7, Section 7.2.3 each Standing Committee
shall elect a chairperson from
among its members in accordance with the guidelines provided by the Board specifying the required qualifications both for membership in
each committee and for being elected
as chairperson. The elected chairperson of each Standing Committees shall work closely with the Board, and more specifically with the
Executive Committee, and shall
establish and maintain effective cooperation with other standing and ad hoc committees and sub-committees.
7.3.2 The term of office
of the members and of the Chairperson of a standing committee shall be two years with a possibility of one
renewal
7.3.3 The size of each standing committee shall be
determined by the Board, but shall not be less than
three members.
7.3.4 Depending upon present
and emerging needs and for operational reasons, the Board in consultation with the committee
concerned may amend the composition and the functions of a committee.
7.3.5 Unless otherwise indicated by the Board,
meetings of a Standing Committee shall be called by the Chairperson of the committee
and may be held upon 24 hours of notice given to the members prior to such
meeting. A majority of the members of
any committee shall constitute a quorum.
Article 8: Election of the Board of Directors
8.1 The term of elected members to the Board
shall be three years provided, however, that four of the nine members of the
first board shall be designated to serve for only two years, and thereafter,
the Association shall elect four or five members alternately at an Annual
General Assembly. The alternate members
elected at the general Assembly shall finish the terms of office of the
individuals they may replace.
8.2 A Board
member cannot be re-elected more than once consecutively to serve on the Board.
8.3 The Annual General Assembly shall appoint a
Nominations and Elections Committee of five (5) members in order to plan, guide
and carry out the process of recruiting and presenting to the Annual General
Meeting for election to the Board of Directors, the best slate of candidates, as
provided for under Section 8.4 below, a Nominations and Elections Committee
composed of five (5) members shall be elected by the General Assembly. The five
(5) members shall constitute the Nominations and Elections Committee and each
member of the Committee shall serve for two years.
8.4 To be eligible for nomination to the Board a
candidate must be a member of the Association in good standing at least for two
years, unless this requirement is waived by the General Assembly under special
consideration, but shall not be reduced to less one year membership. In
addition, the candidate shall have the following attributes.
8.4.1 Being a person of good standing and reputation
in the Ethiopian Community.
8.4.2 Being a person of extensive administrative and
or managerial work experience.
8.4.3 Being a person of veritable training, skills, experience and
knowledge the Association can benefit from.
8.4.4 Being a person of demonstrated community leadership.
8.4.5 Being a person of integrity and honor.
8.4.6 Being a person with no criminal record, no un-discharged bankruptcy
and no compromised signing
authority.
8.4.7 Being a person with good understanding and knowledge about board
governance and deep commitment to the
wellbeing of the Association.
8.5 Following election and at the first meeting
of the Board of Directors, each member of the Board shall take an oath of
office pledging that his or her personal interests or political views and
affiliation with any political party or alliance will not interfere with his or
her duties and responsibilities as a Board member.
Article 9: Meetings of
the General Assembly
9.1 The Board shall call and hold at least two
General Assembly meetings within a year.
The first one needs to take place no later than six months after the election
of the Board. The General Assembly
meetings shall be attended by all members who are officially registered and in
good standing at least twenty-four (24) hours prior to such meeting.
9.2 The Annual General Meeting shall take place
within 120 days after the end of the fiscal year.
9.3 The General Assembly shall have the power
to elect the Board of Directors and to remove such Board, or any Director or Officer
with due process.
9.4 Members of the Association, except as
provided for in this Constitution, shall have no right, power or authority to
act for or on behalf of the Association and their approval shall not be
required for the authorization of any actions undertaken by the Board of
Directors or its Officers.
9.5 The approval of the members shall be
required:
9.5.1 To amend this
constitution or any part thereof:
9.5.2 To provide for merger in to or with, or
consolidation with another corporation, association or organization;
9.5.3 To provide for the
voluntary dissolution of the Association
9.5.4 To provide for the
sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the property or assets of the Association
9.6 In addition to the meeting stipulated in Article
9.1, the President shall call a special General Assembly
9.6.1 When circumstance
warrant.
9.6.2 When instructed by the
majority of the Board Members
9.6.3 When 1/3 of the
members of the Association in good standing petition in writing and sign regarding any decision or matter that
affects the fundamental interest or objectives of the Association.
9.7 All special General
Assemblies as set out under Articles 9.6.1 to 9.6.3 shall be held within thirty (30) days.
9.8 The only persons entitled to attend
meetings of members shall be those entitled to vote there at, and the Auditor of the Association
and others who although not entitled to vote, areentitled or required under any provision of the Act or the
Letters Patent or Constitution to be present
at the meeting. Any other persons may be admitted on the invitation of the
chair of the meeting or with the
consent of the meeting.
9.9 Chairperson for Members' Meetings:
9.9.1 The President of the
Association, or in his or her absence the Vice President of the Association, shall chair he meetings
of Members.
9.9.2 If neither the
President of the Association nor the Vice President of the Association is present fifteen minutes after the scheduled
start of the meeting, the Members may elect a chair
from amongst themselves to conduct the meeting until such time as the President
or Vice President of the Association
arrives. In the event that neither the
President nor Vice President of
the Association arrives, the elected chair will conduct the meeting.
9.10 Conduct of Members' Meetings:
9.10.1 At any meeting of the
Members, the Members may consider and transact any business without prior notice, except the removal of a
Director, changes to the Constitution or changes
to the Letters Patent. For matters relating to the removal of a Director,
changes to the Constitution or changes
to the Letters Patent, written notice must be given to the Secretary of the Association at least thirty
(30) days in advance of the applicable meeting
of Members. The notice must provide
details as to the requested change(s) including the reason(s) applicable thereto.
9.10.2 A majority of the
votes cast carries any motion. However,
a two-thirds majority vote is necessary
to remove a Director or make changes to the Constitution or the Letters Patent.
9.10.3 The Secretary shall
cause to be kept the Minutes of the meeting.
An entry in the Minutes that
the Chair of the meeting declared a motion carried is admissible in evidence as
prima facie proof that the
motion was passed. Unless a recorded
vote is asked for, the Secretary
need not record the votes for or against.
Article 10: Quorum
10.1 One third (1/3/) of
the total voting membership of the Association shall constitute quorum for any General Assembly Meeting. If a quorum is not present, the meeting will
be adjourned and then reconvened. No quorum is required for such reconvened
meeting.
10.2 If a quorum is not present at a petitioned
meeting, the meeting will be adjourned for half an hour and then
reconvened. If a quorum is still not
present at the reconvened meeting, then the meeting will be canceled.
10.3 The quorum for the meeting of the Board of
Directors shall be a simple majority.
Article 11: Vote
11.1 At all General Assembly Meetings, only
members in good standing shall vote. Each member has one vote.
11.2 A majority of votes of Members present is
required for a motion to be approved, unless
otherwise required by this Constitution. At any meeting, unless a recorded vote
is requested, a declaration by the Chair of the meeting that a resolution has
been carried or not shall be conclusive of the fact.
11.3 At all meetings of the Board of Directors and
the General Assembly, every issue shall be determined
by simple majority of votes cast unless otherwise specified by the
Constitution.
`
11.5 In case of a tie, the Chairperson of the
meeting shall have a casting vote. The Chairperson has only one vote and will use it
only to break a tie.
11.6 A Member may request a tally, even on a vote
by ballot, in which case the total votes for and against shall be recorded by
the Secretary in the Minutes.
Article 12: Procedure for
Election
12.1 At least four weeks prior to the General
Assembly Meeting in which an election is to be held, the Board shall:
12.1.1 Invite nominees for vacancies; and forward the
names of such nominees to the Nominations and Elections Committee.
12.1.2 Fix the date, time and place for filing nominations, and circulate the information by mail to the members of the Association at least
fourteen (14) days prior to the deadline for accepting
nominations.
12.4 Cooperate with the Nominations
and Elections Committee in running the nominations and elections in accordance with the previsions of the
Constitution.
12.2 Voting to elect
Board Directors shall be by secret ballot, and shall be cast in person and not by proxy or otherwise.
Article 13: Amendments
13.1 The 2004 Constitution of the Association as
amended is hereby repealed and replaced by this Constitution.
13.2 The Board of Directors may from time to time review
the Constitution in light of new legislations and/or current status of the Association.
13.3 Amendments to this Constitution shall be
submitted in writing to the Secretary over the signature
of not less than three members of the Association
13.4 The Board shall consider the proposed amendments and make its
recommendations to the General
Assembly.
13.5 All such proposed amendments shall be circulated among membership
at least 14 days prior to the General Assembly
Meeting.
13.6 Modification in the form of amendments to the
amendments may be presented from the floor.
13.7 This Constitution shall not be altered,
amended or repealed without an affirmative vote of at least two thirds (2/3) of the members present at the General
Assembly Meeting and voting.
Article
14: Finances
14.1 The fiscal and operational year of the
Association shall be from 1st of April to 31st of March
14.2 Appointment of Auditor:
14.2.1 At the Annual Members Meeting
of the Association, the Members shall appoint a licensed public accountant as Auditor to hold
office until the next annual meeting, or until changed by the Members. If no such appointment is made, the Auditor in
office shall continue until a successor
is appointed.
14.2.2 No person shall be
appointed as Auditor who is a Member, Director, officer or employee of the Association or who is a partner or
employee of any such Member, Director, officer or employee.
14.3 The books, accounts and records of the
Association shall be audited by a qualified external auditor. The audited
financial statements shall be submitted to the General Assembly as part of the
Annual Report of the Board of Directors.
14.4 A member of the Board shall be indemnified
and saved harmless out of the funds of the Association from and against all
costs, changes and expenses whatever which such member sustains or incurs in or
about any action, suit or proceeding which brought, commenced or prosecuted
against him/her for or in respect of any act, deed, matter or thing done during
the performance of his/her duties as an officer of the Association within the
limit of his/her authority as defined in this Constitution and/or authorized by
the Board of Directors.
14.5 The Association shall be carried on without
the purpose of any financial gain for its members. Any income/return or other accretion to the
Association shall be used in promoting its objectives.
14.6 The Directors and other co-opted members
shall serve without remuneration, and shall not receive, directly or indirectly
any profit from their position as directors or officers or members but may be
paid reasonable expenses incurred by them in the performance of their duties.
14.7 The salaries of all staff shall be fixed by
the Board of Directors.
14.8 Should there be dissolution of the
Association, and after the payment of all debts and liabilities its remaining
property shall be distributed or disposed of to Charitable Organizations which
carry on their work solely in Ontario.
Article
15: Membership
15.1 Membership shall be open to any person who is
18 years of age or over and agrees to abide by the Constitution and Mission
Statement of the Association.
15.2 Individuals shall be admitted to membership
by resolution of the Board of Directors. The Board shall have absolute discretion
in any decision regarding the admission to membership in the organization,
provided that the candidate for membership has qualifications described in the
constitution.
15.3 Active members are persons or families who
have made application for active membership to the Association and paid the
prescribed dues. Family membership will
consist of two members, the applicant and spouse.
15.4 Associate Members are those who support the
objectives of the Association and provide financial and/or other support.
Associate members may include individuals, organizations
and other incorporated agencies,
professional associations or business entities. Associate Members cannot vote
or be nominated for an office but may attend any General Assembly Meeting and
are entitled to participate in other activities of the Association. The application of Associate members shall be
ratified by the Board Directors.
15.5 Honorary Members are individuals who have
rendered valuable services to the Association.
The Board shall identify such individuals and present their name to the General
Assembly Meeting for approval.
15.6 Honorary Members are exempted from paying any
membership fee. Honorary Members, like Associate Members, cannot vote or be
nominated for an office but may attend any General Assembly Meeting and are
entitled to participate in other activities of the Association.
15.7 Membership application must be
submitted to the Board for approval.
15.8 Members who have paid all
required membership fees to the Association shall be considered Members in good standing after 90 days. A Member not in good standing is not entitled to exercise any membership rights
15.9 Members in good standing are to be notified
of and attend all meetings of Members at which
they may speak on all issues concerning the Association and are entitled to one
(1) vote on all matters requiring
Members’ approval. Members may stand for all offices and committees of the Association.
15.10 Members shall not be
compensated for their membership in the Association.
15.11 The term of membership shall be for a period of
one (1) year effective from the Annual General
Meeting in one year to the Annual
General Meeting in the following year
15.12 Members in good standing, for at least
90 days, shall be entitled to one vote at all membership meetings, including
the Annual general Meeting. Members are subject to all terms and conditions in
the Constitution which apply to Members
15.13 The interest of a Member in the Association is
not transferable and ceases to exist upon his
or her death or when he or she ceases to
be a Member by resignation, or otherwise in accordance
with the constitution of the Association.
15.14 Members, as Members,
are not liable or responsible for any act, debt or obligation of the Association, nor for any claims for injuries, losses,
transactions or other incidents related to
the Association.
15.15 Any Member may resign at any time by written
notice to the Secretary of the Board. Such resignation shall become effective upon
receipt by the Association. In the case of resignation, a Member shall remain
liable for payment of any assessment or other sum levied or which became
payable by him or her to the Association prior to acceptance of his or her
resignation.
15.16 The Board may revoke the membership of any
Member who is otherwise not compliant with
the provisions of this Constitution or
for behaviour or actions considered by
the Board to be detrimental to the
objectives and general interests of the Association.
15.17 The failure to pay
membership fees when due, may result in loss of good standing status in the Association.
15.18 Membership fees shall be determined by the
Board and may be reviewed by the General Assembly.
15.19 Former employees of the Association shall be
eligible for membership in the Association only
after the expiry of one year after the termination of their employment with the
Association.
15.20 Registry of Members: The
Secretary of the Association shall cause to be maintained a current membership list of all Members of the
Association.
Article 16: Books and
Record
16.1 The Association shall
keep at its Head Office
16.1.1 Members and Directors
resolutions and minutes of all meetings of Members and Directors;
16.1.2 A copy of the Letters
Patent and any supplementary Letters Patent;
16.1.3 All Bylaws and special
resolutions;
16.1.4 The registry of
Members;
16.1.5 The registry of
Directors;
16.1.6 Proper books of
account and financing;
16.1.7 All documents
evidencing or affecting the rights and obligations of the Corporation
16.1.8 The Minutes of any
meetings of the Board shall be approved at the next Board meeting, and kept.
16.1.9 The Minutes of any
meetings of the Associations' Members shall be approved at the next meeting of the Members. and kept.
16.1. 10 Once the Minutes are approved, either the Chair of the
meeting that approved the Minutes or
the Chair of the meeting that the minutes were about, shall sign the Minutes. Once
so signed, the minutes are admissible in evidence as prima facie proof of the proceedings.
16.1.11 The President and the Secretary shall sign all By-Laws and
special resolutions passed.
16.1.12 The Secretary shall cause to be kept a Registry of
Directors.
16.1.13 The Registry of Directors shall consist of a list of the
names, addresses and occupations of
all persons who are or have been
Directors, together with the various dates when each became and ceased to be a Director
16.1.14 The Association shall keep proper records of accounts,
including records of all monies received
and spent by the Association; all sales and purchases by the Association; all assets and liabilities of the Association;and all other transactions
affecting the financial position of the Association
Article 17: Conflict of Interest
17.1 Members of the Board,
members of committees of the Association and employees of the Association shall abide by the
Association’s Conflict of Interest Guidelines.
Violation of these Guidelines
can constitute good cause for the disciplining of such person by the Board and/or the General Assembly and can
include suspension or removal.
17.2 Unless otherwise approved by the Board, no
staff of the Association shall be elected to work as a voting member of any of
the standing committees formed by the Board in accordance with the Constitution.
17.3 No person shall be elected as a member of the
Board of Directors if his/her close family is an employee of the
Association. For this purpose, close
family refers to spouse and/or children.
17.4 No person that has un-discharged bankruptcy
shall be elected as Director.
Article 18: Dissolution
18.1 This Association shall not be dissolved
without the vote of consent of three fourths of the total number of members
present and voting at a General Assembly.
18.2 A motion to dissolve the Association shall
not be entertained at any meeting of the General Assembly unless a written
notice of such motion has been submitted to the Secretary of the Board with the
signatures of at least one third of the members of the Association in good
standing, at least 30 days in advance of the General Assembly Meeting in which
such motion is proposed to be discussed.
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