Proposed By-Laws Revision
Proposed Revision of CDS By-Laws to be reviewed at the next General Meeting - 5pm January 15 2017.
BY-LAW NUMBER 1
A By-law relating generally to the conduct of the affairs of
CANADIAN DRUZE SOCIETY OF ONTARIO
WHEREAS the Corporation was incorporated by Letter Patent issued by the Lieutenant Governor of Ontario on the 29th day of June, 1992, for the following objects:
To preach, promote and advance the ethics, philosophy, culture and religious way of life of Druze.
BE IT ENACTED as a by-law of CANADIAN DRUZE SOCIETY OF ONTARIO (the"Corporation") as follows:
1.01 In this by-law and all other by-laws and resolutions of the Corporation unless the context otherwise requires:
.01 the singular includes the plural;
.02 the masculine gender includes the feminine;
.03 "Board" means the board of directors of the Corporation;
.04 "Corporation” means Canadian Druze Association of Ontario;
.05 "Corporations Act" means the Corporations Act, R.S.O. 1990, Chapter C.38, and any statute amending or enacted in substitution therefor, from time to time;
.06 "documents", includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements,releases, receipts and discharges for the payment of money or other obligations,conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings;
.07 "Executive Officers" means the persons who hold the office set out in section 5.01;
1.02 All terms defined in the Corporations Act have the same meanings in this by-law and all other by-laws and resolutions of the Corporation.
The head office of the Corporation shall be in the City of Mississauga, in the Province of Ontario and at such place therein as the Board may from time to time determine.
The seal which is impressed hereon shall be the corporate seal of the Corporation.
4.01 Board. The affairs of the Corporation shall bemanaged by a Board composed of five (5)elected directors. Each director shall beelected to hold office until the first annualmeeting after he shall have been elected or until his successor shall have been dulyelected and qualified. The whole board shallbe retired at each annual meeting, but shallbe eligible for re election if otherwisequalified. The election may be by a show ofhands unless a ballot be demanded by anymember.
4.02 Qualifications. Each director shall
.01 be at least three months before his election,and thereafter remain throughout his term, a member of the Corporation;
.02 be either a permanent resident of Canada being either a citizen or a landed immigrant;
.03 be at least eighteen (18) years of age; and
.04 not be an undischarged bankrupt nor a mentally incompetent person.
If a person ceases to be a member of the Corporation or is otherwise disqualified under the terms of section 4.02 to hold office, he ceases to be a director, and the vacancy so created may be filled in the manner prescribed by section 4.04. ·
4.03 Vacancies. So long as a quorum of the directorsremains in office, a vacancy on the Board may be filled by thedirectors from among the qualified members of the Corporation. Ifno quorum of directors exists, the remaining directors shall forthwith call a general meeting of members to fill the vacancieson the Board.
4.04 Removal of Directors. The members entitled to votemay, by resolution passed by at least two-thirds (2/3) of the votescast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any director beforethe expiration of his term of office, and may, by a majority ofthe votes cast at that meeting, elect any person in his stead for theremainder of his term.
4.05 Quorum. A quorum for the transaction of business at meetings of the Board shall be three (3) directors.
4.06 Meetings. Meetings· of the Board may be held at anyplace within or outside Ontario, as designated in the notice callingthe meeting. Meetings of Board may be called by the President,the President-Elect, the Vice-President or the Secretary or anytwo (2) directors.7
4.07 Notice. Subject to the provisions of section 4.08,notice of Board meetings shall be delivered, mailed or telephonedto each director not less than two (2) days before the meeting is totake place. The statutory declaration of the Secretary or Presidentthat notice has been given under this by-law shall be sufficient andconclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.
4.08 Regular Meetings. The Board may appoint one or more days in each year for regular meetings of the Board at a place and time named; no further notice of the regular meetings need be given. The Board shall hold a meeting within seven (7) days following the annual meeting of the Corporation for the purpose of organization, the election and appointment of officers and thetransaction of any other business.
4.09 Voting. Questions arising at any meeting of the Boardshall be decided by a majority vote. In the case of an equality ofvotes, the Chairman, in addition to his original vote, has a second orcasting vote. At all meetings of the Board, every question shall be decided by a show of hands unless a poll on the question is required by the Chairman or requested by any director. A declaration by theChairman that a resolution has been carried and an entry to thateffect in the minutes is conclusive evidence of the fact withoutproof of the number of proportion of votes recorded in favour of oragainst the resolution.
4.10 Remuneration of Directors. The directors of the Corporation shall serve without remuneration.
4.11 Indemnities to Directors. Every director and officerof the Corporation and his heirs, executors and administrators andestate and effects, respectively, shall from time to time and at alltimes, be indemnified and saved harmless, out of the funds of theCorporation, from and against
.01 all costs, charges and expenses whatsoeverwhich the director or officer sustains or incurs in orabout any action, suit or proceeding which is brought,commenced or prosecuted against him for or inrespect of any act, deed, matter or thing whatsoevermade, done or permitted by him in or about the execution of the duties of his office; and
.02 all other costs, charges and expenses which hesustains or incurs in or about or in relation to theaffairs thereof, except the costs, charges or expensesoccasioned by his own willful neglect or default.
4.12 Protection of Directors and Officers. No directors orofficers of the Corporation shall be liable for the acts, receipts,neglects or defaults of any other director of officer or employeeor for joining in any receipt or act for conformity or for any loss,damage or expense happening to the Corporation through theinsufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for theinsufficiency of any security in or upon which any of the money of orbelonging to the Corporation shall be placed out or invested or forany loss or damage arising from the bankruptcy, insolvency ortortious act of any person, firm or corporation with whom or whichany moneys, securities or effects shall be lodged or deposited or forany other loss, damage or misfortune whatever which may happen inthe execution of the duties of his respective office or trust or inrelation thereto unless the same shall happen by or through his ownwrongful and willful act or through his own wrongful and willful neglect or default.
4.13 Responsibility for Acts. The directors for the timebeing of the Corporation shall not be under any duty orresponsibility in respect of any contract, act or transaction whetheror not made, done or entered into in the name or on behalf of theCorporation, except such as shall have been submitted to andauthorized or approved by the Board.
5.01 Executive Officers. There shall be a President,Vice-President, Secretary and Treasurer elected by the Boardfrom among their number. One person may hold more than oneoffice.
5.02 President. The President shall, when present,preside at all meetings of the Board and members. ThePresident shall supervise the affairs and operations of theCorporation, sign all documents requiring his signature andhave the other powers and duties from lime to lime prescribed by the Board or incident to his office.
5.03 Vice-President. During the absence or inability toact of the President, his duties and powers may be exercisedby the Vice-President. If the Vice-President exercises any ofthose duties or powers, the absence or inability to act of thePresident shall be presumed with reference thereto. The Vice President shall also perform the other duties from time totime prescribed by the Board or Executive Committee (if any)or incident to his office.
5.04 Secretary. The Secretary shall be ex officio clerkof the Board and shall attend all meetings of the Board torecord all facts and minutes of those proceedings in the bookskept for that purpose. He shall give all notices required to begiven to members and to directors. He shall be the custodianof the corporate seal of the Corporation and of all books,papers, records, correspondence and documents belonging tothe Corporation and shall perform the other duties from timeto time prescribed by the board or incident to his office.
5.05 Treasurer. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the corporation in the bank or banks from time to time designated by the Board. He shall disburse the funds of the Corporation under the direction of the Board, taking proper vouchers therefor and shall render to the Board, whenever required of him, an account of all his transactions as Treasurer and of the financial position of the Corporation. He shall co-operate withthe auditors of the Corporation during any audit of the accountsof the Corporation and perform the other duties from time totime prescribed by the Board or incident to his office.
5.06 Other Officers. The Board may appoint other officers, including without limitation, Honorary Officers, andagents (and with such titles as the Board may prescribe from timeto time) as it considers necessary and all officers shall have theauthority to perform the duties from time to time prescribed bythe Board. The Board may also remove at its pleasure any suchofficer or agent of the Corporation. The ·duties of all otherofficers of the Corporation appointed by the Board shall besuch as the terms of their engagement call for or the Boardprescribes.
6.00 ELECTION OFBOARD
6.01 Elections. Subject to the provisions of the Corporations Act directors shall be elected by members entitled to vote. At each annual meeting a number of directors equal to the number of directors retiring shall be elected.
6.02: Nominations. Candidates for the office of director shall include:
.01 the slate of candidates for office proposed by the Nominating Committee, ifany; and
.02 the persons whose names are put in nomination by any member entitled to vote at any time before nominations are closed at the meeting of members at which the election of directors is held.
6.03 Election Method. Where:
.01 the number of candidates nominated is equal tothe number of offices to be filled, the Secretary ofthe meeting shall cast a single ballot electing that number of candidates for the offices; and
.02 the number of candidates nominated is greater than the number of offices to be filled, the election shall be by show of hands unless a Poll is requested by the Chairman or requested by any member entitled to vote.
6.04 Forms. The Board may prescribe the form ofnomination paper and the form of a ballot.
7.01 Membership in the Corporation shall consist of such persons as are admitted as members by the Board.
7.02 Entitlement to Vote. Only fully paid up (at least tendays prior to election day) members shall be entitled to vote at theannual meeting or at any meeting when members have voting rights.
7.03 Revocation of Membership. Any member may beexpelled from the Corporation for cause by a two-thirds (2/3) votetaken by ballot of the members present and eligible to vote at anannual or other general meeting of members.
7.04 Termination of Membership.. A membership in the Corporation automatically terminates upon the happening of any ofthe following events:
.01 if the person, in writing, resigns as a member of the Corporation;
.02 if the member dies;
.03 if a person is expelled from the Corporation undersection 7.03; or
.04 if an assessment under the authority of section 7.05 remains unpaid for more than sixty (60) days after public notice of assessment is given in accordance with Section 7.05.
Notwithstanding termination of membership, a formermember remains liable for any assessment levied under the authority of section 7.04 prior to termination of his membership.
7.05 Membership Dues. Membership dues, assessments and similar obligations ("assessment") may only be levied if authorized by:
.01 three quarters (3/4) of the membersof the. Board;
7.06 Liability of Members. Members shall not, as such,be held answerable or responsible for any act, default, obligation orliability of the Corporation or for any engagement, claim, payment,loss, injury, transaction, matter or thing relating to or connectedwith the Corporation.
7.07 Annual Meeting. The annual meeting of the membersshall be held each year within Ontario, at a time, place and datedetermined by the Board, for the purpose of:
.01 hearing and receiving the reports and statementsrequired by the Corporations Act to be read at and laid before the Corporation at an annual meeting;
.02 electing such directors as are to be elected atsuch annual meeting;
.03 appointing the auditor and fixing or authorizing the Board to fix his remuneration; and
.04 the transaction of any other business properly brought before the meeting.
7.08 General Meeting. The Board may at any time calla general meeting of members for the transaction of anybusiness, the general nature of which is specified in the noticecalling the meeting. A general meeting of members may alsobe called by the members as provided in the Corporations Act.
7.09 Notice of Meeting. Notice of the time, placeand date of meetings of members and the general nature of thebusiness to be transacted shall be given at least ten (10) daysbefore the date of the meeting to each member.
7.10 Quorum. Ten members present in person constitute a quorum at a meeting of members, and no business shall be transacted at any meeting unless the requisite quorum is present at the commencement of such business.
7.11 Voting by Members. Unless otherwise required by the provisions of the Corporations Act or the by-laws of the Corporation, all questions proposed for consideration at a meeting of members shall be determined by a majority of the votes cast by members entitled to vote. In thecase of an equality of votes, the Chairman presiding at themeeting has a second or casting vote.
7.12 Show of Hands. At all meetings of members every question shall be decided by a show of hands unless otherwise required by a by-law of the Corporation or unless a poll is required by the Chairman or requested by any member entitled to vote. Upon a show of hands, every member entitled to vote, present in person shall have one vote. Whenever a vote by show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chairman that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Corporation is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
7.13 Chairman. In the absence of the President or Vice-President, the members entitled to vote present at any meetingof members shall choose another director as Chairman and if no director is present or if all the directors present decline to act as Chairman, the members present shall choose one oftheir number to be Chairman.
7.14 Polls. If at any meeting a poll is requested on the election of a Chairman or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the mannerand either at once or later at the meeting or after adjournmentas the Chairman directs. The result of a poll shall be deemedto be the resolution of the meeting at which the poll wasrequested. A request for a poll may be withdrawn at any timeprior to the taking of the poll.
7.15 Adjournments. Any meetings of members may beadjourned to any time and from time to time, and any businessmay be transacted at any adjourned meeting that might havebeen transacted at the original meeting from which theadjournment took place. No notice is required of any adjournedmeeting.
8.01 There may be a Nominating Committee.
8.02 Nominating Committee. shall The Nominating Committee (when one exists)
.01 prepare a slate of one or more candidates for each office which will be vacant and for which an election is to be held at or after the annual meeting;
.02 accept any additional written nominations for elected office any time prior to the holding of annual elections, but this does not preclude the Chairman of the annual meeting from accepting further nominations from the floor at the time of election;
.03 make recommendations to the Board names ofpersons to fill vacancies in office or on the Board oron committees that occur throughout the year.
9.00 EXECUTION OF POCUMENTS
9.01 Cheques, Drafts, Notes, Etc. All cheques,drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed bythe officer or officers or person or persons and in themanner from time to time prescribed by the Board.
9.02 Execution of Documents. Documents requiring execution by the Corporation may be signed by the President or a Vice-President and the Secretary or Treasurer and all documents so signed are binding upon the Corporation without any further authorization or formality. The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents. The corporate seal of the Corporation shall, when required, be affixed to documents executed in accordance with the foregoing.
9.03 Books and Records. The Board shall see thatall necessary books and records of the Corporationrequired by the by-laws of the Corporation or by anyapplicable statute are regularly and properly kept.
10.00 BANKING ARRANGEMENTS
10.01 The Board shall designated, by resolution,the officers and other persons authorized to transact the.banking business of the Corporation, or any part thereof,with the bank, trust company, or other corporation carrying on a banking business that the Board has designated as the Corporation's banker, to have the authority set out in the resolution, including, unless otherwise restricted, the power to,
.01 operate the Corporation's accounts with the banker;
.02 make, sign, draw, accept, endorse,negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts,acceptances, bills of exchange and orders for the payment of money;
.03 issue receipts for and orders relating to any property of the Corporation;
.04 execute any agreement relating toany banking business and defining the rightsand powers of the parties thereto; and
.05 authorize any officer of the banker to do any act or thing on the Corporation's behalf to facilitate the banking business.
10.02 Deposit of Securities. The securities of theCorporation shall be deposited for safekeeping with one ormore bankers, trust companies or other financial institutionsto be selected by the Board. Any and all securities sodeposited may be withdrawn, from time to time, only upon the written order of the Corporation signed bysuch officer or officers, agent or agents of the Corporation,and in such manner, as shall from time to time bedetermined by resolution of the board and such authoritymay be general or confined to specific instances. Theinstitutions which may be so selected as custodians of theBoard shall be fully protected in acting in accordance withthe directions of the Board and shall in no event be liable forthe due application of the securities so withdrawn fromdeposit or the proceeds thereof.
11.00 BORROWING BY THE CORPORATION
11.01 Subject to the limitations set out in the by-laws or in the Letters Patent of the Corporation, the Board may,
.01 borrow money on the credit of the Corporation;
.02 issue, sell or pledgesecurities of the Corporation; or
.03 charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
provided that, except where the Corporation borrows on the security of its real or personal property, its borrowing power shall be limited to borrowing money for current operating expenses.
11.02 From time to time the board may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the money so borrowed or to be borrowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
12.00 FINANCIAL YEAR
12.01 The financial year of the Corporation shall terminate on the 29th day of June in each year or on such other date as the Board may from time to time by resolution determine.
13.01 Computation of Time. In computing the date when notice must begiven under any provision of the by-laws requiring a specified number of days'notice of any meeting or other event, the date of giving the notice is, unlessotherwise provided, included .
13.02 Omissions and Errors. The accidental omission to give notice of any meeting of the Board or members or the non-receipt of any notice by any director or member or by the auditor of the Corporation or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any director, member or the auditor of the Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken there at.
14.00 BY-LAWS ANDAMENDMENTS. ETC.
14.01 Enactment. By-laws of the Corporation may beenacted, repealed, amended, altered, added to or re-enacted inthe manner contemplated in, and subject to the provisions of,the Corporations Act.
15.00 REPEAL OFPRIOR BY-LAWS
15.01 Repeal. Subject to the provisions of sections15.02 and 15.03 hereof, all prior by-laws, resolutions and otherenactments of the Corporation heretofore enacted or made arerepealed.
15.02 Exception. The provisions of section 15.01 shallnot extend to any by-law or resolution heretofore enacted forthe purpose of providing to the Board the power or authority toborrow.
15.03 Proviso. Provided however that the repeal of prior by-laws, resolutions and other enactments shall not impair in any way the validity of any act or thing done pursuant to any such repealed by-law, resolution or other enactment.
16.00 EFFECTIVE DATE
16.01 This by-law shall come into force without further formality upon its enactment.