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(duly approved by the AGM on Dec 9, 2012)
Mahatma Gandhi Peace Council of Ottawa
BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of the Mahatma Gandhi Peace Council of Ottawa (the “Corporation”)
TABLE OF CONTENTS
Section 1 — General
Section 2 — Membership – Matters Requiring Special Resolution
Section 3 — Membership Dues, Termination and Discipline
Section 4 — Meetings of Members
Section 5 — Directors
Section 6 — Meetings of Directors
Section 7 — Officers
Section 8 — Notices
Section 9 — Dispute Resolution
Section 10 — Indemnity of directors, officers and members
Section 11 — Amendments to the by-laws
Section 12 — Dissolution
Section 13 — Effective date
BE IT ENACTED as a by-law of the Corporation as follows:
SECTION 1 — General
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
a) “Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
b) “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
c) “board” means the board of directors of the Corporation and “director” means a member of the board;
d) “by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
e) “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
f) “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
g) “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
h) “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by the President and Secretary or one other director in the absence of the secretary. In addition, the board may from time to time direct the manner in which, and the person or persons by whom, a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
1.05 Financial Year End
Unless otherwise directed by the board, the fiscal year of the Corporation shall be the twelve (12) month period ending on December 31 each year.
1.06 Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
1.07 Annual Financial Statements
The annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act will be presented by the board to the members at the annual general meeting.
SECTION 2 — Membership – Matters Requiring Special Resolution
2.01 Membership Conditions
Subject to the articles, there shall be three classes of members in the Corporation, namely Class A members, Class B members and Class C members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Membership in the Corporation shall be granted according to the following guidelines:
Class A Members (Life Members)
Any individual that has an interest in the objectives of the Corporation and in furthering its objectives shall be eligible for Class A membership in the Corporation.
An eligible member may seek Class A membership by submitting a membership application along with prescribed life membership dues to the board.
The term of the membership of a Class A member shall be the life time of the member.
As set out in the articles, each Class A member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A member shall be entitled to one (1) vote at such meetings.
Class B Members (Voting Members)
Any individual or organization that has an interest in the objectives of the Corporation and in furthering its objectives shall be eligible for Class B membership in the Corporation.
In order to be eligible for membership an organization should be a legally constituted business, a Government or public sector organization, an educational institution, a community organization, or a religious, social or faith-based association.
An eligible member may seek a Class B membership by submitting a membership application along with prescribed membership dues to the board.
The term of membership of a Class B voting member shall be annual, subject to renewal in accordance with the policies of the Corporation
As set out in the articles, each Class B member is entitled to receive notice of, attend and vote at all meetings of members and each such Class B member shall be entitled to one (1) vote at such meetings.
Class C Members (Non-voting Members)
Any individual or organization that has an interest in the objectives of the Corporation and in furthering its objectives shall be eligible for Class C membership in the Corporation.
In order to be eligible for membership an organization should be a legally constituted business, a Government or public sector organization, an educational institution, a community organization, or a religious, social or faith-based association.
An eligible member may seek a Class C membership by submitting a membership application to the board.
The term of membership of a Class C non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation
Subject to the Act and the articles, a Class C member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
2.02 Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
a) by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
b) by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
SECTION 3 — MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
3.01 Membership Dues
The life membership dues for individuals and annual membership dues for both individual and organizational members shall be as determined by the board. The life membership dues shall be paid along with the application for membership. The annual membership dues and shall be paid within the first three months of the new fiscal year, which begins in January. Members shall be notified of the annual membership dues along with the notice of the annual general meeting or in such other manner as the board may determine. If the annual membership dues are not paid within the specified period the members in default shall automatically cease to be members of the Corporation.
3.02 Termination of Membership
A membership in the Corporation is terminated when:
a) the member dies, or, in the case of a member that is an organization, the organization is dissolved;
b) a member fails to maintain any qualifications for membership described in Section 2.01 of these bylaws;
c) the member resigns by delivering a written resignation to the president of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
d) the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;
f) the Corporation is liquidated or dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
3.03 Discipline of Members
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
a) violating any provision of the articles, by-laws, or written policies of the Corporation;
b) carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
c) for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.
SECTION 4 — MEETINGS OF MEMBERS
4.01 Annual and special general body meetings
The meetings of the members will be called according to the following guidelines:
The General Body Meeting of the Corporation shall be called by the board each year for the transaction of the general business of the Corporation and for the election of new members of the board at the expiry of the term of the members serving on the previous board.
A Special General Body Meeting of the Corporation may be called at any time during the year by the President in consultation with the board to expedite decisions on specific matters or to discuss matters of urgency. Special meetings may also be called at a written request by 5% of the voting membership.
The annual or any other general meeting of the members shall be held in Ottawa or any other place in Canada as the board may determine and on such day as the directors shall appoint.
All voting shall be by show of hands, unless it is for elections or if there is a specific call for a secret ballot. Electronic participation at the meetings is not allowed.
4.02 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Non-voting members may be invited to the meeting upon a resolution of the board. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
4.03 Chair of the Meeting
In the event that the president and the vice-president are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 9 voting members or 10% of the members entitled to vote at the meeting, whichever is larger. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
4.05 Votes to Govern
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot, the chair of the meeting in addition to an original vote shall have a second or casting vote.
SECTION 5 — DIRECTORS
5.01 Board of directors
The governing body responsible for the operations of the Corporation shall be a board of directors constituted as follows:
- Past president
The board shall operate according to the following guidelines:
a) No director shall hold more than one office except for the offices of the Secretary and the Treasurer, in which case there may be six Directors-at-Large.
b) Directors must be of 18 years or more of age, must be individuals, and must have capacity under law to contract. No remuneration will be payable to Directors.
c) Members on the board shall be elected at the Annual General Body meeting of the Corporation and shall serve for a term of three years. Only the life members, individual voting members and the voting representatives of the organizational members of the Corporation shall be eligible for election to the board.
d) Each year three new members shall be elected to the board to replace members whose term has expired.
e) A member whose term has expired may seek reelection, but the maximum number of consequent terms a member may serve on the board shall not exceed 2.
f) A member of the board who has completed two consequent terms on the board shall become eligible for reelection after an absence from the board of at least one year.
g) At the time of elections during the first Annual General Meeting following the adoption of these by-laws, three members shall be elected to the board for a one-year term, three for a two-year term, and three for a three-year term.
h) The board shall take office following the close of the Annual General Meeting.
i) The board shall meet following the Annual General Meeting to elect officers of the Corporation.
j) A director may resign by writing a letter of resignation and lodging a copy of the same with the Secretary of the Corporation.
k) A vacancy arising in the board during its term shall be filled by a person appointed by a majority vote of the remaining members of the board. The appointed director(s) shall be a voting member of the Corporation and shall be ratified by the voting members at the next Annual General Body meeting of the Corporation.
l) The directors may appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual general meeting of members, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual general meeting of members.
SECTION 6 — MEETINGS OF DIRECTORS
6.01 Calling of Meetings
Meetings of the board may be called by the president or the vice-president.
6.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in Section 8.01 of this by-law to every director of the Corporation not less than 7 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 Regular Meetings
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
A quorum at any meeting of the directors shall be 5 directors. If a quorum is present at the opening of a meeting of directors, the directors present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
6.05 Votes to Govern
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
SECTION 7 — OFFICERS
7.01 Appointment of officers
The Officers will be appointed by the board from among the directors.
7.02 Description of Offices
Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
The President - The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the Corporation and of the board, and shall, in general, coordinate the activities of the Corporation and of its directors and committees. The President shall ensure the implementation of all resolutions passed at the duly called meetings of the Corporation. The President shall prepare a report for the Annual General Meeting.
The Vice President - The Vice President shall assist the President and in the absence or disability of the President, perform the duties and exercise the powers of the President. In the absence of the President and Vice President, the Past President, or in the absence of the Past President, one of the other officers will preside.
The Secretary - The Secretary shall perform all the duties of a corporate secretary. The Secretary shall attend all meetings and act as clerk thereof. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board of Directors. The Secretary shall keep all records, including minutes, files of correspondence, and membership lists, and shall keep promotional brochures and other promotional materials used by Council. The Secretary shall write and send letters when directed to do so by the President or the Board of Directors, and send out the notices, agendas and minutes of meetings. The Secretary shall also record the minutes of meetings of Members and of the Board of Directors.
The Treasurer - The Treasurer shall perform all the duties of a corporate treasurer. The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts, and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities, and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company as may be designated by the Board of Directors from time to time. The Treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements and shall render to the Directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation. The Treasurer shall prepare a financial report for the Annual General Meeting.
SECTION 8 — NOTICES
8.01 Method of Giving Notices
Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
a) if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
b) if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
c) if sent to such person by electronic or other communication facility at such person’s recorded address for that purpose; or
d) if provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
8.02 Invalidity of any provisions of this by-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
8.03 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
SECTION 9 — DISPUTE RESOLUTION
9.01 Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.
9.02 Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
a) The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
b) The number of mediators may be reduced from three to one or two upon agreement of the parties.
c) If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
d) All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
SECTION 10 — INDEMNITY OF DIRECTORS, OFFICERS AND MEMBERS
Providing that all acts, undertakings, and contracts entered into by the members of the Board of Directors on behalf of the Corporation are legal and in accordance with the provisions of the articles and the by-laws and in the event that any member of the Board of Directors be involved personally in any litigation arising during his activity on behalf of the Corporation, he shall be indemnified and saved harmless by the Corporation.
SECTION 11 — AMENDMENTS TO THE BY-LAWS
a) The repeal or amendment of any article of the By-laws must be approved by a two-thirds vote of the voting members present at the Annual General Body meeting or a Special General Body Meeting.
b) Amendment(s) may be proposed by the board or by a written petition by at least 10% of the voting membership or 9 voting members, whichever is more.
c) The proposed amendment(s) shall be circulated to the entire voting membership by the Secretary at least fifteen days in advance of the date of the General Body Meeting called for the purpose of considering such amendment(s).
d) The repeal or amendment of any article of the By-laws or the enactment of a new article shall not contravene the provisions in the Act.
SECTION 12 — DISSOLUTION
The quorum for a meeting to consider dissolution of the Corporation shall be three-fourths of the entire voting membership and dissolution can only be approved by a two-thirds majority of the voting members present. If such dissolution is approved, the net assets of the Corporation shall be distributed to one or more registered charitable organizations in Canada selected by the board from among those who qualify, within the meaning of the Income Tax Act.
SECTION 13 — EFFECTIVE DATE
13.01 Effective Date
This by-law shall be effective when made by the board and confirmed by the voting members of the Corporation at the Annual or Special General Body of the Corporation.
CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the______day of______, 2012 and confirmed by the members of the Corporation by special resolution on the______day of______, 20XX.
Dated as of the [day] day of [Month], [Year].
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