ARTICLES OF INCORPORATION AND BYLAWS
CERTIFICATION OF INCORPORATION 1016118-7
25 March 1994
(Re registered on 24th March 2017)
The name or title by which this society shall be known in law shall be
UTTARAKHAND CULTURAL ASSOCIATION Of CANADA
No part of the society’s money shall inure to the benefit of any member or individual; no substantial part of its activities shall be indulge in propaganda, or otherwise attempt to influence legislation; and it shall not participate in, or intervene in (including the publishing or distributing and /or disseminating statements) any political campaign on behalf of any candidate for public office.
“In the event of dissolution, its assets shall be passed on to an organization or organizations managed and operated exclusively for cultural and / or philanthropic activities associated with Uttarakhand”.
Article amended on 9th December 2002 and 24th March 2017.
Bylaw amended on 12th July 2020 and filed on the 14th July 2020.
BYLAWS OF UTTARAKHAND CULTURAL ASSOCIATION OF CANADA
ARTICLE I – NAME AND PARTICULARS OF SOCIETY
Section 1 – Name
The name of the Society is the UTTRAKHAND CULTURAL ASSOCIATION OF CANADA hereinafter referred to as “the Society”.
Section 2 – Incorporation
THE SOCIETY was formed on 25 March 1994 in a meeting held at 28 Highcourt Crescent, Scarborough, ONTARIO. (Re Registered on 24th March 2017).
Section 3 – Location
The office of the Society shall be in the Greater Toronto Area or any such other localities as may be determined by the Board of Directors.
Section 4 – Office
Present registered office of the office of the Society is 4801 Creditview Road, Mississauga, Ontario.
Section 5 – Family
Parents and children’s living under one roof.
Section 6- Logistic Structure
The organization structure of the society consists of Members, Officers and Board of Directors. The officers of the society shall be entitled as President, Vice-President, Secretary, Treasurer and Directors. The Board of Directors shall constitute of the above officers and directors. The officers and directors shall be chosen among the members of the society and details on which are described in the following sections. There shall be subcommittees to handle various activities of the Society, which shall be headed by the chairpersons of the corresponding subcommittees. The chairpersons can be appointed by the President of the Society or can be elected.
ARTICLE II – OBJECTIVES
Section 1 – Purpose
The Uttarakhand Cultural Association of Canada is a non-profit cultural association, dedicated in promoting Uttarakhand culture, tradition and brotherhood among residents of Uttarakhand in Canada. Specifically, its objectives are:
- To promote Uttarakhand culture in Canada.
- To assist new Immigrants who have some association with Uttarakhand.
- To promote communication and brotherhood among residents of Uttarakhand in Canada.
- To promote communication among Children, youth and senior citizen having association with Uttarakhand.
- To conduct meeting, seminars, celebration of festivals and special occasions.
- To encourage Society member for sports and other activities.
- To promote and provide a forum for exchanging information and experiences on different subjects concerning to Uttarakhand.
Section 2 – Powers
The members of the Society, either individually or collectively, are empowered to implement the objectives of the Society in consonance with the dignity of individual and the reputation of the Society. The Society may approve or adopt any report, standard, code, formula, or recommended practice pertinent to its objectives, but no substantial part of the Society’s activities shall indulge in carrying out propaganda or otherwise influence the legislation of Ontario and/or Canada.
ARTICLE III – MEMBERSHIP
Section 1 – Membership
Any person/family that is or has been associated with Uttarakhand is eligible to become a Member of society. The general qualifications for the membership of society are as follows:
- He/she is resident (Citizen, Permanent resident, Student or work visa) of Canada.
- He/she, his/her family or fore parents were born in Uttarakhand and has been associated with Uttarakhand.
- He/she shall be aged 18 or older.
Section 2 – Category of Membership
THE SOCIETY shall have the following categories of membership:
- Regular Member
- Regular MEMBERSHIP shall be open to families consisting of husband and wife and/or children eighteen (18) years and under who meet the requirements of General Membership stated in Section 1.
- Dependent Child over 18 residing in the same house with a Regular member will be considered as family.
- An Individual who qualifies to become a member of society.
- Senior Member
- Both husband and wife or living single is over the age of 65 years.
- Senior members may enroll themselves as Regular member.
- Any person who has achieved recognition as outstanding in the affairs of the society may be elected as an honorary member in annual General meeting of the Society.
- Any person who has made a significant contribution of service to the Society may be elected as an honorary member in annual meeting of Society.
- Honorary members may be of any age.
- Student Member
- Any person who is studying in a recognized college and not employed full-time position.
- Patron Member
- Any person who has made a significant contribution of service to the Society may be elected in annual general meeting of Society
Section 3 – Membership Rights and Privileges
The membership of the Society consists of:
- Voting Members
- Only one person from family membership will be eligible to vote and he/she will be known as voting member.
- Voting Members have the rights to attend all meetings, receive official publications, and participate in Section activities, and eligible to hold any office.
- Non-Voting Members
- Only one person from family membership will be know as voting member. Rest of the family members will be referred to as Associates members or non -voting members.
- Honorary member has all rights of a member except right of vote in election of officers/Board of Directors.
- Each member of the Society, except honorary members, shall have one vote in the General Assembly and shall be eligible to hold elected and appointed office.
- Those who are member of the association till June 30th are only eligible to vote for General election.
Section 4 – Admissions, Severance and Reinstatements
An applicant for membership in the Society submits an application to the Society. The required fees and dues must accompany the application.
A qualified applicant shall be admitted to the Society upon recommendation of any member and approval by the Board of Directors of the Society.
Resignation of members shall be made in writing to the Board of Directors and the resignation shall become effective when received or as otherwise stated therein; however, such resignation shall not entitle the resigning member to a refund or cancellation of dues paid or owed, nor forgiveness or cancellation of any other indebtedness to the Society. Further, such resigning member shall not have the right to vote in any matter during the period between the tendering of such resignation and the effective date of acceptance of resignation thereof. No resignation or voluntary withdrawal from membership by any member enrolled in this Society shall become effective as a relief from the obligations thereof unless consented to and accepted by the Board of Directors.
A member failing to pay dues by March 31 of a year automatically forfeits membership.
A person who has resigned or forfeited membership may rejoin the Society by submitting a written request to President/Secretary. Dues for the current fiscal year and the reinstatement fee as indicated on the membership form must accompany the request unless waived.
The Board of Directors, by majority vote only, shall have the authority to revoke the membership of any individual.
A member, regardless of class of membership, who has brought grievous harm to the Society shall be dropped from the rolls of The Society by three quarters (3/4) affirmative vote from the Board of Directors.
Section 5 – The annual membership Fee
The annual membership dues for each of the membership categories shall be as follows:
Member: $50.00 per annum
Patron: $50.00 per annum
Student: $25.00 per annum
Senior: $50.00 per annum
Honorary: No fee
Life membership: $300.00
Member who pay their membership by 31st March will get 20% discount (yearly membership).
- Membership dues may be reviewed by the Board of Directors, and any recommended revisions to the dues structure shall be brought before the Society members at a suitable forum such as AGM.
- Membership dues are due and payable to the Treasurer at the start of each fiscal year. Current members of the Society who fail to pay dues before the adjournment of the regular meeting of the General Assembly held in the third month of the fiscal year shall be considered lapsed members, until such time full payment of annual dues is rendered to the Treasurer.
- Annual membership dues are not refundable.
- Dues are payable to the Uttarakhand Cultural Association of Canada.
- All Membership shall be for a period of one (1) year and shall begin on January 1st of each calendar year.
- Membership may be terminated if one has not paid the current fees within 90 days after the date on which it was due.
ARTICLE IV – OFFICERS
Section 1 – List
The officers of the Society are:
- Vice President
Section 2 – Eligibility
- To be eligible for election as an Officer of the Society, individuals must be Citizen of Canada or Permanent residence of Canada, and members of the Society for minimum 365 days at the time of the election.
- The elected officers of this Society shall be the members of the Board of Directors, the President, the Vice President, the Secretary, Executive directors and the Treasurer.
Section 3 – Term of Office
- Each elected officer shall take office immediately upon election and shall serve for a term of approximately two years or until their successor is duly elected.
- The term of officers may go beyond the two years if, due to unusual circumstances election are not held after completion of normal two years term.
Section 4 – Vacancies
- Whenever an officer of this Society shall die, resign to serve, be suspended or be unable to perform properly the duties of his office (due to absence, sickness or other unavoidable causes) and whenever an office shall be vacant which the Society shall not have filled by an election, the Board of Directors shall have the power to appoint an member to such office, who shall act in such capacity until the Society shall elect a member to the vacant office, or until the incumbent officer is reinstated and/or resume the duty.
Section 5 – Election
- Officers shall be elected by the membership concurrent with the Directors as provided by Article IX.
- Officers shall be eligible for re-election without limitation.
- A member can’t be elected for two posts.
- Vacancies and Removal: A vacancy in any elected office may be filled for the remainder of the term thereof by a member chosen by majority vote by the Board of Directors. The Board of Directors, in its discretion, by two-thirds vote only, may remove any officer from office.
Section 6 – Delegation of Authority
- An Officer may delegate all or part of his or her authority, except (a) the right to vote, (b) the right to be counted as part of a quorum, and (c) the authority to sign checks or monetary drafts, to one or more individuals who may be member volunteers or employees of the Society.
Section 7 – Compensation
- Officers and Directors shall not receive compensation for their services. Reimbursable expenses shall be budgeted, and the expenses should be approved by the Treasurer and the President, prior to being incurred. Nothing herein shall preclude an officer from serving the Society in any other capacity and receiving fair and reasonable compensation for such services.
Section 8 – Duties and Powers
a. President –The President has the following duties and powers:
- To represent the Society before the public and to preside at meetings of the Board of Directors and of the Membership.
- Appointments – The President after consulting with Vice Presidents and receiving the approval of the Board of Directors shall make the appointment.
- To appoint the Chair of each Standing Committee and each regular and Special Committee, necessary to carry on the functions of The Society.
- The President shall appoint members of all committees, in consultation with the appropriate committee chairs.
- The President shall temporarily fill or make interim appointment to fill vacancies in elected office.
- The President shall be an Ex Officio a member of all committees.
- The President Shall make interim appointments to fill any vacancies of an elected official or other such vacancy in the Society as it may occur from time to time.
- Signatory Duties
- The President shall be the primary signatory for all authorized legal and other non-financial transactions of the Society, except those related to interactions with governmental bodies, for which the Secretary is the Registered Agent or authorized agent.
- The President shall be the secondary signatory for all transactions related to interactions with governmental bodies, for which the Secretary is the Registered Agent or authorized agent.
- The President shall be the secondary signatory for all authorized financial transactions of the Society.
- Annually filing financial statement to CRA and Corporation Canada.
- To present a progress report at each meeting of the Board of Directors and of the Membership.
- Financial Duties
- To review the budget and authorize the signing of cheques for the Society.
- To ensure an external audit is performed and the report presented to the board of directors.
- Shall co-sign with the Treasurer all bank accounts of The Society.
- To perform any other duties normally associated with the office of the President and assume any other responsibilities assigned by the Board of Directors.
- To assist the Secretary in preparing an agenda for all meetings of the Board of Directors, of the Council of Section Representatives, and of the membership.
- He shall enforce a strict observance of the Constitution and Bylaws of the Society.
- Negotiations Duties
- Shall sign all contracts with the secretary that has been first approved by the Board of Directors.
- The President shall, when necessary or desired, conduct negotiations with individuals and organizations external to the Society, for the purpose of reaching agreements on possible joint activities that support and promote the objectives of the Society within its scope.
- The President shall call all meetings of the Society and the Board of Directors and shall ensure that adequate notice of such meetings is given.
- In case of his demise, resignation, refusal to serve or inability from any cause to act as President, the duties of the office shall devolve upon the Vice President, until the vacancy of the office of the President shall be filled in the forthcoming election, the incumbent President is reinstated or special election is held to elect a new President.
b. Vice President – The VICE-PRESIDENT shall assist the President and shall preside at meetings of the Society and the Board in the absence of the President. He or she shall be responsible for coordinating the activities of all Society Committees and may serve as an ex officio member of any and all Committees. He or she shall perform such other duties as may be assigned by the Board. The Vice Presidents have the following duties and powers:
- To attend all meetings of the Board of Directors and of the Membership.
- To act as officer contact for those committees put under her/his supervision by the President.
- To perform any other duties and assume any other responsibilities assigned by the President and/or the Board of Directors.
- He/she shall preside at meetings, in the absence of or at the pleasure of the President and shall otherwise assist the President as asked.
c. Secretary – The Secretary has the following duties and powers:
- The Secretary shall make and maintain the complete and accurate record of all business and affairs conducted by the Board of Directors and Annual General meeting and other special meetings.
- The Secretary shall Handover all such records in a timely manner to the Secretary’s successor.
- The Secretary may temporarily delegate any duty, except that of signatory, when necessary due to unavoidable circumstances.
- Bring copy of minutes of previous meeting and copy of Bylaws.
- To prepare and distribute the agenda for each meeting and to carry on the correspondence of the Society as directed by the President, the Board of Directors.
- To act as contact officer for those committees put under her/his supervision by the President.
- To conduct the general correspondence of the Society and keep a record thereof.
- He/she shall notify all the qualified candidates for their acceptance as contestants in the election and perform such duties assigned by the Board of Directors.
- He/she will maintain all current and past documents and all records of the Society and inform Corporations in Canada of any changes in Board of Director or address of the registered office.
- He/she shall give due notice of the time and place of all meetings of the Society and the Board of directors and shall attend the same.
- Signatory Duties
- The Secretary shall be the signatory for all transactions related to interactions with governmental bodies, for which the Secretary is the Registered Agent or authorized director.
- The Secretary shall be the secondary signatory for all authorized legal and other non-financial transactions of the Society.
- Recording Meeting Minutes and Preparing Agendas of the Meetings
- The Secretary shall keep the minutes of regular and special meetings.
- The Secretary shall submit a copy of minutes to the Member and Board of Directors immediately following each meeting.
- The Secretary shall preserve a permanent Digital or hard copy of record of all minutes.
- The Secretary shall, in consultation with the President and other officers, produce and distribute meeting agendas.
- To call the official roll and to read minutes, communications and documents at meetings of the Board of Directors.
- Transactions with Governmental Bodies
- The Secretary shall be the Registered Agent or authorized agent with respect to all interactions with the province of Ontario, Canada Revenue agency, and other governmental bodies.
- The Secretary shall maintain a complete record of all such interactions and shall in a timely manner make these records available for inspection by any Society member, upon reasonable request.
- Article of incorporation and Bylaws
- The Secretary shall maintain the official current copy of the Article of incorporation and Bylaws of the Society.
- The Secretary shall in a timely manner render a copy of the Article of incorporation and Bylaws to:
- All new members of the Society.
- Any Society member, upon reasonable request; and
- All voting members of the Board of Director upon the adoption of any amendment.
- The Secretary shall make available for inspection a copy of the Article of incorporation and Bylaws in a timely manner to prospective members of the Society, upon reasonable request.
16. The Secretary shall in a timely manner render a copy of the roster to any Society member, upon reasonable request.
The Treasurer has the following duties and powers:
- The Treasurer shall oversee all financial transactions of the Society and shall make and maintain the complete and accurate financial records of the Society, including different accounts, certificates of deposit, payables, receivables, and balances.
- The Treasurer shall convey all such records in a timely manner to the Treasurer’s successor.
- The Treasurer shall in a timely manner make all financial records available for inspection by any Society member, upon reasonable request.
- Financial Administration
- The Treasurer shall ensure that all financial transactions and records are in accordance with generally accepted accounting principles and federal, provincial and local laws.
- The Treasurer shall regularly review the distribution of cash assets of the Society and shall make recommendations concerning the management of such assets to the greatest benefit of the Society.
5. Financial Summaries and Statements
- The Treasurer shall submit a yearly summary report of financial activists to the Members and Board of Directors.
- The Treasurer shall produce any financial summaries or statements as requested and required by the President or the Secretary to conduct authorized transactions by the Society, or as reasonably requested by the Board of Directors, and shall in timely manner deliver these summaries or statements to the requestor.
- The Treasurer shall maintain the roster of Society members and corresponding categories of membership, with dues payment not in arrears.
- The Treasurer shall regularly render copies of the roster, or a report of no change in roster on an annual basis to the Board of Directors for the purpose of mailing list after the annual General meeting.
- Signatory Duties
- The Treasurer shall be the primary signatory for all authorized financial transactions of the Society.
- The Treasurer shall be the tertiary signatory for all authorized legal and other non-financial transactions of the Society.
- The Treasurer may temporarily delegate any duty, except that of signatory, when necessary due to unavoidable circumstance.
- The TREASURER shall be responsible for the financial affairs of the Society. He or she shall receive all funds paid to the Society and shall pay all bills incurred by the Society, as authorized by the Board of Directors.
- He or she shall make a report at the annual meeting of the Society on the financial affairs of the Society.
- All checks issued by the Society shall be signed by the Treasurer.
- All the cheques payable by the society must be co-signed by the President or an Officer authorized by the President. All Society funds shall be deposited to the credit of the Society in a financial institution approved by the Board of directors
- To assume other financial duties assigned by the President and/or the Board of Directors.
- Out of these funds he shall pay such funds only as may be ordered by the Board of Directors and shall perform such other duties as the Society or the Board of Directors or his office may require of him. He shall keep a true account of receipts and payments, and at each annual meeting shall render a statement thereof, as well as a full statement of the financial status of the Society, when a committee shall be appointed to audit the accounts.
- Prepare the annual budget with the advice and consent of the Board of Directors.
- prepare annual financial statement to be made in time to be presented at the Annual General Meeting.
- Shall not disburse any Fund or pay any Debts or Bills without prior approval of the President or by the Board of Directors.
ARTICLE V – BOARD OF DIRECTORS
The Board shall consist of the President, Vice-President, Treasurer, Secretary, five Directors. The Board positions of President, Vice-President, Treasurer, and Secretary shall be otherwise referred to as Officers. The number of officers and directors may change from time to time but shall never be less than nine. All Board members shall be elected from the membership of the Society. All members are eligible for election to the Board. The number of directors shall be determined by the current board of directors.
The affairs of the Society shall be governed by the Board of Directors. The Board of Directors shall be responsible for the overall supervision, control, direction and governance of the property, activities, and affairs of the Society, its committees and publications; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursement of its funds; shall adopt such rules and regulations for the conduct of the Society’s lawful activities and business as shall be deemed advisable; and may take any other legal action to promote the Society’s welfare. Members of the Board or their agents may inspect the books of the Society for any appropriate purpose at any reasonable time. The Board of Directors shall have the authority to supersede and to exercise the powers, except the right to vote and the right to be counted as part of a quorum of the Board and Committees of Society.
Section 1 – Members
The Board of Directors consists of the officers of the Society (as referenced in Article IV, Section 1) and the Directors elected by the voting members.
Section 2 – Eligibility
A candidate for Director must be a voting member in good standing of the Society.
Section 3 – Term of Office
The original term for each director shall be three years, subject to such director’s earlier demise, removal or resignation. Each director shall serve for his term of office until his successor is duly elected.
Section 4 – Meetings
Regular attendance at Board and Society meetings by all Officers and Directors is expected. In the event of a Board Member’s absence at three or more consecutive Board meetings, the Board, at its discretion, may act immediately to declare the absentee Board member’s position on the Board as vacant. The vacancy may remain intact for the remainder of the Board’s term, or the Board, at its discretion, may act to fill the vacancy with the Society member after receiving approval from most of the Board’s members. The term for this newly filled Board position shall expire at the same time as the current Board’s term.
Notice of all meetings of the Board shall be issued by the Secretary of the Society. The notice shall specify the time and location of the meeting, and in the case of a special meeting, the exact text of any question proposed to be voted on at the meeting.
- Regular Meetings –The Board of Directors shall meet at least four times during the year. The first meeting shall be held as closely as possible in the beginning of the fiscal year. Regular meetings of the Board shall be held from time to time at chosen venues and the Board shall from time to time determine for the transaction of such a business as may lawfully come before each meeting. it shall be the duty of the secretary of the society to give advance notice of the time, place and date of each regular meeting to each Directors.
- Special Meetings – Special meetings of the Board shall be held whenever called by the Secretary upon the direction of the President of the society or upon written request of 1/3 of the Board and it shall be the duty of the Secretary to give sufficient notice of such meetings in person, by mail or telephone to enable the members to attend such meetings.
- Annual General Meeting – Unless changed by the affirmative vote of the Board at any meeting thereof, the annual meeting of the Board shall be held at such time and date as set by the Board for the election of officers and the transaction of such other business as may lawfully come before the meeting. It shall be the duty of the Secretary of the society to give 10 days notice of such meeting to each director in person, or by mail or telephone or by digital platforms.
- Quorum – At any meeting of a Body, more than half of the Voting Members of the Body shall constitute a quorum for the transaction of the business of the Society. The vote required for the Body to act is more than half of the Voting Members present at a meeting in which a quorum is present.
Section 5- Vacancies, Removal Resignation
- Voting – The affirmative vote of most of the directors’ present at a meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by law or these bylaws.
- Vacancies – If the office of any Director shall for any cause become vacant, the remainder portion of the term may be filled by a qualified member of the Society approved by a majority vote of the Board of Directors.
- Removal – A Director may be removed from the Board at any times when such removal is determined by the Board to be in the best interest of the Society. The Board of Directors may in its discretion, by affirmative vote of two-thirds of its voting members, remove any Director for a wrongful cause. Written notice of such removal shall be served to the individual, and the removal shall take effect from the time specified in the notice.
- Resignation – Each director shall have the right to resign at any time upon written notice thereof to the president or secretary of the society. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
Section 6 – Duties
The Board of Directors has the following duties and powers:
- To transact the business of the Society and serve as the chief policy-interpreting body of the Society.
- To approve the budget and authorize the expenditure of funds.
- To advise the President on the appointment of the Chairs of the Standing Committees and to approve the appointments.
- To select the external auditor and to ensure a competent audit of the financial records of the Society.
- To secure counsel in legal matters for the Society when necessary.
- To fix the time and location of the annual general meeting.
- To attend all meetings of the Board of Directors.
ARTICLE VI. COMMITTEES.
The Board shall create standing and ad hoc committees as it deems necessary to pursue the goals of the Society. Each committee shall serve at the pleasure of the Board.
The President may institute and appoint a special advisory committee having regard only to its competence on the special subject and without regard to membership in the Society. Committee members shall be appointed on recommendation of the Board.
The Chairperson of a committee shall be nominated by the President.
The President shall be an ex officio member of any committee nominated by the Board.
No committee may spend Society funds without authorization by the Board.
Committee meetings shall be scheduled at the discretion of the Chairperson.
The Board shall consider recommendations from each committee.
Section 7 – Members
The Chair of a Committee is a member of the Committee chosen by the Board of Directors.
Section 8 – Duties
- In addition, the Committee selects or assists in the selection of any other candidates as requested by the Board of Directors.
- The Committee shall present its proposed slate to the Board of Directors.
- The Committee reports administratively to the Board of Directors through the President who shall be its officer contact but not an ex-officio member of that Committee. The Committee presents its final report to the Board.
Section 9 – Eligibility
A candidate for member of the Committee must be a member of the Society and must have experience in the Society’s affairs, which would provide an understanding of the requirements of each of the positions and knowledge of the capabilities of those members who are eligible for nomination.
ARTICLE VII – ELECTIONS PROCESS
Section 1 – THE ELECTION of Officers and Directors shall be held at the AGM. At this meeting voting members of the Society shall elect the following for a term of Three (3) years:
Sitting Officers and Directors may be elected to succeeding terms.
ELECTION OF Officers and Directors shall be Elected by simple majority of votes cast by ballots. Voting by proxy shall not be allowed.
A MEMBER shall be allowed to hold only one (1) elected office at a time but may hold an appointive office concurrently.
Only one member of a household / Immediate family member may be elected to an office in the Society.
Presiding officer shell be appointed by board before election.
Nomination shall be made to the Presiding Officer for each position before the Election.
- Elections shall proceed as follows:
- Elections can be held, based on the quorum of the General Assembly is present, and
- The Presiding officer shall ensure that no voting member enters more than one vote for any one office.
- Election to office in uncontested races shall not require a vote.
- Election to office in a contested race shall be determined based on having received the greatest number of votes.
- The General Assembly may optionally approve to conduct any election vote by counting of raised hands lieu of paper ballot.
- In the event elections cannot be held before the start of the new fiscal year, the current elected officers shall remain in office until elections can be held.
- In the event of; if there are no willing and qualified candidates for an office, the election to the affected office may be postponed to the next regular meeting of the General Assembly at which elections can be held.
Section 7- Vacancies
- A vacancy in the office of President is filled by the Vice President.
- A vacancy in the office of a Vice President, Secretary, or Treasurer is filled by nomination by the Board of Directors.
- A vacancy of the Director shall be filled until the end of the fiscal year by the Board of Directors.
The TRANSITION of the outgoing OFFICERS to the incoming OFFICERS shall take place on the date advised by Presiding officer following the election of Officers and Directors. The newly elected Officers shall be given all the records and items pertaining to that office:
- The President shall receive the articles of incorporation and bylaws, President’s correspondence files, and all other records pertaining to his office.
- The Vice-President shall receive all records pertaining to his/her office.
- The Secretary shall receive all records, membership rolls, files, correspondence, Email and website passwords intellectual property related material and all other items pertaining to his office.
- The transition of the Treasurer’s Office shall be conducted in the following manner:
- The Treasurer shall receive all records, financial reports, bank accounts, check books, cancelled checks, and all other items pertaining to his office.
- The outgoing Treasurer shall transfer immediately or within twenty (20) days thereof all funds of the Society to a depository approved of and designated by the Board;
- Prior to the transfer of funds, the Board shall arrange an audit to be made of the outgoing Treasurer’s records and
ARTICLE VIII – FINANCES
Section 1 – Fiscal Year
The Fiscal Year is Sept 1 to Aug 31.
Section 2 – Membership
The Membership fee for each year shall be due on January 1st and payable before March 31st of said year.
Section 3 – Use of Funds
The Society shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of said funds shall inure, or be distributed, to the members of the Society.
Section 4 – Disposition of Funds
In the event of dissolution, the Society’s assets shall be distributed to one or several methodically managed and reputed charitable, educational, scientific, or philanthropic organizations.
Section 5 – Services
MEMBERS HOLDING OFFICE or members serving in any capacity in the Society are expected to serve on a voluntary basis and are expected to do so without salary.
Section 6 – Expenses
ALL LEGITIMATE EXPENSES incurred by officers and others on behalf of and which are necessary to carry on the day-to-day business of the Society shall be promptly reimbursed subject to approval of Board.
- Recurring Expenses – The expenses listed in this Section shall be recurring expenditures, for which the Treasurer shall be authorized to render monies, without obtaining prior approval of the General Assembly.
- Fees associated with the maintenance of Society savings accounts, checking accounts, and certificates of deposit; hosting fee of website
- Dues and fees payable to an external organization with which the Society has formally affiliated;
- Post office box rental;
- Rental of storage space for Society owned equipment not exceeding $100 per month.
- Nonrecurring Expenses: Unless specifically prohibited from doing so by the General Assembly, the Treasurer shall be authorized to render monies for nonrecurring expenditures without prior approval of the General Assembly, provided the expenditures are approved by the relevant Committee.
Section 7 – Audit: The accounts of the Society shall be audited once in a year by a committee appointed by the Board of Directors and who shall provide an audit report to the Board of Directors.
Section 8 – Budget: The Board of Directors shall adopt an annual operating budget covering all activities of the Society in advance for the next fiscal period.
Section 9 – Bank Account: The Board of Directors shall choose any bank to open the bank account of the Society. Bank Account should be signed by the following members:
- Any member from the Board of Directors, preferably Vice-President.
- Any member from the Board of Directors, preferably Secretary.
To operate the Bank Account, at least two signatories should sign the cheques.
ARTICLE IX- AMENDMENTS
Section 1 – Source of Amendments
These by-laws may be revised, amended or rescinded from time to time by an affirmative vote by the Board of Directors. Amendments to the bylaws may be proposed by any member to the Board of Directors.
Section 2 – Proposal of Amendments
Proposed changes may be requested by members of the Society by submitting such recommendations in writing to the President who shall bring it before The Board for full consideration.
Section 3 – Vote Required with Notice
These bylaws may be amended by a majority vote of the entire Board provided notice of at least 30 days has been given to all members of the Society.