As Amended At
The Annual General Meeting, Calgary 2002
“The Name of “the Association” shall be “Canorient Christian Association” The Calgary Chapter of The National Association “The Canorient Christian Association”.
The Objectives of “the Association” are:
(a) To assist its membership to adjust to life in Canada and to encourage the preservation of cultural traditions of its membership which would enhance their contributions as a community to Canada.
(b) To provide Social, Cultural and Recreational amenities for its membership and to provide facilities which would contribute to their physical and intellectual advancement.
(c) To maintain a lawful, social, non-political and non-profit organization.
3. Seal of “the Association”
The Seal of “the Association” shall be in such form as shall be prescribed by the Directors of The National Association and shall have the words “Canorient Christian Association”. The “Executive Committee” shall provide for the safe custody of the Seal of “the Association”.
Membership in “the Association” shall consist of 5 (five) categories:
(i) Ordinary Member
(ii) Associate Member
(iii) Honorary Member
(iv) Affiliated Association
(v) New Immigrants to Canada
(i) Ordinary Member
A voting member of “the Association”. Any Immigrant or Canadian with origins in the Christian Community of the “Indian Sub-Continent”, or the Spouse or Child of such immigrant or Canadian, may be accepted as an Ordinary Member of “the Association”, at the discretion of “the Associations’ “Executive Committee. Senior members are those of 60 years of age or above.
The context of “Indian Sub-Continent” applies to India, Pakistan, Bangladesh, Burma and Sri-Lanka.
(ii) Associate Members
(a) Any person not eligible for membership as an “Ordinary Member” may, at the discretion of “the Associations’ ” Board of Directors, be accepted as an Associate Member.
(b) An Associate Member is not entitled to “Vote” or hold “Elected Office”.
(c) Any member of another Chapter of “The National Association” temporarily visiting, shall have the privileges of an Associate Member in “the Association” for the duration of their stay.
(iii) Honorary Member
(a) Any member who, either by virtue of his office or by the virtue of his services to “the Association” is deserving of recognition, may be admitted as an Honorary Member by Resolution at a Special or Annual General Meeting.
(b) Any member eligible to be an Ordinary member of age 65 years or above may be accepted as an Honorary member on application and by Resolution at an Annual General Meeting.
(c) An Honorary Member shall not be entitled to a “Vote” or hold “Elected Office”.
(iv) Affiliated Association
“The Association” may accept any Association or Organization with the aims similar to that of “The National Association” as an Affiliated Association of “the Association”.
(v) New Immigrants to Canada.
New Immigrants to Canada from the Indian – Subcontinent are entitled to free Associate Membership for the “current term” (of the Directors) on their arrival in Canada.
5. Termination, Renewal or Suspension of Membership
(i) Any member, whether Ordinary, Associate or Honorary, shall cease to be a member if:
(a) The member voluntarily resigns his/her membership in “the Association” by giving notice, in writing to the Secretary. The member who has voluntarily resigned and wishes to rejoin, may do so under the normal procedures for membership.
(b) The member fails to pay any amount due within 90 (ninety) days of the due date, then the name of such member may be removed from the roll of the membership and privileges withdrawn, but such member may be re-admitted with privileges restored, on payment of (at the discretion of the Executive Committee) a re-entrance fee.
(ii) The member fails to conform with the by-laws or regulations of “the Association”, then such membership may be revoked with no less than 30 (thirty) days notice of such proposed revocation from the Executive Committee.
6. The Directors
(i) The property and business of “the Association” shall be managed by the “Board of Directors” consisting of the “Executive Committee” (President, Vice-President, Secretary and Treasurer) and up to eleven (11) other Committee members. A combined majority shall constitute a quorum.
(ii) The Directors shall hold office for one year or until their successors are elected or appointed in their stead.
(iii) The President and Vice-President of “the Association” shall be ex-officio members on the Board of Directors of “The National Association” in accordance with the by-laws of The National Association.
(iv) The office of a Director shall be automatically vacated if:
(a) A Director shall resign his or her office by submitting a written resignation to the Secretary of “the Association”.
(b) A Director is found to be mentally incompetent or of unsound mind.
(c) A Director becomes bankrupt or suspends payment or compounds with his creditors.
(d) At a Special General Meeting of members, a resolution is passed by 2/3 (Two-Thirds) of the members present at the meeting, that he/she be removed from office.
(e) On death.
Provided, that if any vacancy shall occur for any reason in this paragraph contained, the Directors may by resolution of the Directors fill the vacancy with a person in good standing as a member on the books of “the Association”.
(v) Meetings of the Board of Directors may be held at any time and place to be determined by the Directors, provided that at least five days notice of such meeting shall be given verbally or in writing to each Director. No formal notice shall be necessary if all Directors are present at the meeting of waive in writing.
(vi) A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his/her successor is elected.
(vii) The Board of Directors shall take such steps as they may deem requisite to enable “the Association” to receive donations and benefits for the purpose of furthering the objectives of “the Association”.
(viii) Every Director of “the Association” shall be deemed to have assumed office on the express understanding and agreement and condition that every Director of “the Association” and his /her heirs, executives, administrators, estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of “the Association” from against all costs, charges and expenses whatsoever, which such Director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prescribed against him/her for in respect of any act, deed, letter or thing, whatsoever made, done or permitted by him/ her or any other Director or in or about the execution of the duties of his/her office and also from and against all other costs, charges and expenses which he/she sustains or incurs in about or in relation to the affairs thereof, except such costs or expenses as occasioned by his or her willful neglect or default.
(i) Every Ordinary and Associate member of “the Association” shall be required to pay such dues as are approved at the Annual General Meeting. Senior membership dues shall be 1/3 (one-third) of that of Ordinary members. An Honorary Member shall not be required to pay any membership dues.
(ii) Funds generated by “the Association” shall be retained by the Executive and utilized in the best interest of the membership.
(iii) Directors as such shall not receive any stated remuneration for their services except by “Special Resolution” at a Special or Annual General Meeting.
(iv) The Board may appoint such agents and engage such employees 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.
(v) Notwithstanding that mentioned in (iii) and (iv) above, any remuneration to any officers, agents and employees if thought fit, shall be fixed by the members by resolution, unless this authority has been delegated to the Board of Directors by resolution of the members.
(vi) When such remunerations (iii) (iv) & (v) is fixed by resolution, such resolution shall have force and effect only until the next Annual General Meeting when it shall be confirmed by resolution of the members and in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees shall cease to be payable from the date of such meeting of the members.
(vii) A portion of “the Associations'” membership dues received, may be submitted to the Board of Directors of “The National Association” to meet the expenses and requirements of “The National Association”. Such portion shall be determined by the Board of Directors of “The National Association”.
(viii) The Board of Directors of “the Association” may from time to time by “Special Resolution” authorize in writing, any Executive member(s) or any other person(s) to make arrangements with reference to the monies 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 therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by “the Association” and generally to manage, transact and settle the borrowing of money by “the Association”.
(ix) The powers of the Executive of “the Association” in Financial matters are limited to $1500.00 ( One thousand Five Hundred dollars) in their current term of office. This limit applies to capital costs directly related to costs to operate “the Association” and does not include the outlays for the organizing of ” the Associations’ ” Social functions. However, the organizing of all the “Social Functions” in the “Current term of the Directors”, is limited to a “total term deficit” not to exceed the membership receipts in their term of office.
(x) A copy of the Annual Report of the Executive Committee, the Audited Financial Statement, the Minutes of all General Meetings and a current Membership list shall be sent by “the Association” to the Board of Directors of “The National Association” within three months of the date of the Annual General Meeting.
(xi) In the event of dissolution of “the Association”, the administration of the property and funds held by “the Association” shall revert to “The National Association” in accordance with the by-laws of “The National Association” unless otherwise stipulated at a Special or Annual General Meeting of “the Association” in which case the wishes of the majority of “the Associations’ ” members by attendance and/or by proxy shall prevail.
8. Duties of The Executive
(i) The President shall be the Chief Executive Officer of “the Association”. He/She shall preside at all meetings of “the Association” and the Board of Directors. He/She shall have the general and active management of the business of “the Association”. He/She shall see that all orders and resolutions of the Board are carried into effect and he/she or the Vice President with the Secretary or other officer appointed by the Board for the purpose shall sign all By-Laws and other documents requiring the signatures of the officers of “the Association”.
(ii) The Vice President shall, in the absence or the disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him/her by the Board.
(iii) The Treasurer shall have the custody of “the Associations'” funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to “the Association” and deposit all monies and other valuable effects in the name and to the credit of “the Association” and in such depositories as may be designated by the Board of Directors from time to time He/She shall disburse the funds of “the Association” as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and the Directors at the regular meeting of the Board, or whenever they may require it, an account of all his/her transactions as Treasurer and of the, financial position of “the Association”. He/She shall also perform such other duties as may from time to time be determined by the Board of Directors.
(iv) The Secretary shall attend all meetings of the Board and all meetings of the members and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He/She will give or cause to be given notice of all meetings of the members and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he/she shall be. He/She shall be custodian of the Seal of “the Association” which he/she shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution. In the absence or disability of the Secretary, the Board of Directors may appoint another Director to act as Secretary to hold office until the next Annual General Meeting of the members.
(i) The Annual General Meeting of “the Association” shall be held no later than three months after the end of the fiscal year (January 31) and at such time and place determined by resolution by the Board of Directors. Along with the notice of meeting, members shall receive the Annual report of the Board of Directors, the Audited Financial statements and a Proxy form.
At the Annual General Meeting the members shall:
(a) Receive a written declaration from the Secretary with the exceptions noted, that all books, records including minutes of meetings, “the Associations’ “seal and other property of “the Association” are accounted for and in proper order.
(b) Elect the Board of Directors (the offices of Secretary and Treasurer may be held by the same person) and an Auditor(s) for the ensuing year. The Directors shall be eligible for re-election.
(c) Transact any other business as may be properly presented at the meeting.
(ii) Any General Meeting, other than the Annual General Meeting, shall be termed a “Special General Meeting”.
(a) On the requisition of no less than a quorum of the members at the date of deposit of the requisition, the Board of Directors shall proceed without delay to call a Special General Meeting of the members.
(b) The requisition shall state the general nature of the business to be transacted at the meeting and shall be signed by the requisition(s) and submitted to the President of “the Association” and may consist of several documents in like form, each signed by one or more of the requisitionists.
(c) Where the Board of Directors fails within twenty-one days from the date of deposit of the requisition to call such meeting, the requisitionist(s), or anyone of the requisitionists representing more than one-half of the voting rights of the members, may themselves call such a meeting, but any meeting so called shall not be after the expiration of three months from the said date.
(d) A meeting called under this section by the requisitionist(s) shall be called in the same manner as early as possible as that in which meetings are to be called pursuant to the by-laws.
(e) Any reasonable expense incurred by the requisitionist(s) by reason of the failure of the Board of Directors duly to call such meeting, shall be repaid to the requisitionist(s) by “the Association” and any sum so repaid shall be retained by “the Association” out any sum due or to become due from “the Association” by way of fees or other remuneration in respect of their services to such of the Directors as were in default.
(f) The Board of Directors may at any time of its own motion call a Special General Meeting for the transaction of any business of which the general nature is specified in the notice of the meeting.
10. Notice of Meetings
(i) At least twenty-one days formal notice shall be given to members of any Special or Annual General Meeting. The notice shall state the agenda of the meeting. The meeting must have an attendance of no less than a quorum of the members. Along with the Notice of Meeting a proxy form shall be attached and the member may, by completing the same, appoint a member to act on his or her behalf.
(ii) Whenever, under provision of these bylaws, notice is required to be given, such notice may be given either personally, by mail or e-mail or telegraphed to the member’s current address which appears on the register of the members of “the Association”. A notice or other document sent by mail shall be deemed to be sent at the time when the same was deposited in a post office or the mail box, if telegraphed, shall held to be sent when the same was handed to the telegraph company or its agent.
(iii) Failure on the part of a member to receive notice of a meeting shall not invalidate the meeting, unless it can be proved that the non-receipt of notice was the result of a deliberate omission.
(i) At the Annual or Special General Meeting, no less than 50 (fifty) or 10% (ten percent) (the lesser of) of the members personally present, shall form a quorum. If at any such General Meeting a quorum be not present within 30 (thirty) minutes of the time appointed for holding the meeting, the meeting shall stand adjourned to a time and place determined by the President and at the adjourned meeting the quorum shall be twenty-five members or 5%(five percent)of the members, whichever is the lesser, present in person.
(ii) If at any meeting convened upon the requisition of members, a quorum be not present within thirty minutes of the time appointed for holding the meeting, the meeting shall be dissolved.
Any meeting of “the Association” or of the Board of Directors may be adjourned at any time and such business shall be transacted at the original meeting from which such adjournment took place.
(i) Every member of “the Association” shall at all meetings of “the Association” be entitled to one vote in person or by proxy. Proxies must be deposited with the Secretary at least fifteen minutes prior to the schedule of the meeting.
(ii) At all meetings of “the Association” every question except Amendments to the Constitution and Bylaws, Dissolution of “the Association”, Amalgamation with similar Associations and removal of a Director shall be decided by a simple majority of the quorum present or by proxy unless otherwise required by the bylaws of “the Association” or by law. Every question shall be decided in the first instance by a show of hands 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 meeting shall be sufficient evidence of the fact without proof of the number of the proportion of the votes accorded in favor of or against such resolution. The demand for a poll may be withdrawn, but if a poll is demanded and is not withdrawn, the question shall be decided by a majority of votes given by the members present 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 members in general meeting upon the matter in question. In case of any equality of votes at the meeting, whether upon a show of hands or by a poll, the President shall be entitled to a casting vote.
(iii) By-Laws of “the Association” may be enacted and the By-Laws repealed or amended by the By-Law enacted by a Special Resolution, provided that the enactment, repeal or amendment of such By-Law shall not be enforced or acted upon until the approval of the Minister has been obtained.
A Resolution to be adopted, needs a simple majority of no less than the required quorum at a Special or Annual General Meeting together with the proxy.
A “Special Resolution” to be adopted, must have the majority of votes of no less than 75% (seventy-five percent) of the members, either by attendance and / or by proxy.
The “Members” used here and otherwise applies to Voting Members (4.i).
14. Fiscal Year-End
The Fiscal Year-end of “the Association” shall be January 31.
Upon the members at the Annual General Meeting, failing to appoint an Internal Auditor(s) to hold office for the ensuing year, to audit the accounts of “the Association” then, at the discretion of the Directors, an external Auditor(s) shall be selected to audit the accounts of “the Association”. The remuneration of such external auditor(s) shall be negotiated by the Board of Directors, in accordance with paragraph 7(vi).
16. Records and Returns
(i) The Directors shall ensure that all necessary books and records of “the Association” required by the bylaws of “the Association” or by any applicable statute or law are regularly and properly kept. It shall also be the responsibility of the Directors to ensure that returns required by any applicable statute or law are duly prepared and filed with the appropriate authorities.
(ii) The books and records of “the Association” shall be available for inspection by members at the Annual General Meeting or at a time and place mutually agreed upon by the members and the Board of Directors.
17. Signature and Certification of Documents
Contracts, Documents or any Instruments in writing requiring the certification of “the Association” shall be certified by the signatures of any two signatures, that of the President and any one of the other Executive members.
All contracts, documents and instruments in writing so signed shall be binding upon “the Association” without any further authorization or formality. The Board of directors shall have the power, from time to time, by resolution to appoint an officer(s) on behalf of “the Association” to either sign contracts or documents and instruments in writing. The Seal of “the Association”, when required, may be affixed to the contracts, documents and instruments in writing, signed as aforesaid by any officer(s) appointed by resolution of the Board of Directors.
18. Rules and Regulations
The Board of Directors may prescribe such rules and regulations not in consistence with these bylaws relating to the Management and Operation of “the Association” as they deem expedient, provided that such rules and regulations shall have force and effect only until the next Annual General Meeting of the members, when they shall be confirmed and in default of confirmation at such Annual General Meeting of the members shall at and from that time cease to have force and effect.