By Laws

Proposed By-Laws Revision

Proposed Revision of CDS By-Laws to be reviewed at the next General Meeting - 5pm January 15 2017. 

By-Laws

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:

1.00                 INTERPRETATION

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.

2.00             HEADOFFICE

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.

3.00             SEAL

The seal which is impressed hereon shall be the corporate seal of the Corporation.

4.00           BOARD

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.

5.00             OFFICERS

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.

7.00              MEMBERSHIP

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.

8.00             COMMITTEES

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.

13.00             NOTICE

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.


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