By-Laws

The name of the organization shall be the Caribbean Canadian Association of Waterloo Region, hereafter called the CCAWR or the Corporation.

The Head Office shall be located in the Region of Waterloo, in the province of Ontario, and the place therein where the affairs of the Association are from time to time carried on.

The fiscal year of the Association shall be from January 1 to December 31.

“CCAWR” means The Caribbean Canadian Association of Waterloo Region

“Association” means The Caribbean Canadian Association of Waterloo Region.

“Organization” means The Caribbean Canadian Association of Waterloo Region.

“By-law” means this by-law (also called the Constitution), regulations, and any other By-Law of the Corporation as amended which are, from time to time, in force and effect.

“Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, reorganization, dissolution, or revival of the Corporation or a special act issued to the Corporation;

“Board” means the Board of Directors of the Corporation

“Director” means the board of directors of the Corporation

“Officer” means the Chair, Vice-Chair, Secretary, and Treasurer, each of whom shall be a Director and who shall be elected by the Voting Members under this By-law and such other officers as may be appointed by the Board to fulfill those functions set out in this By-law or as are prescribed by the Board;

“Member” means any member of the CCAWR duly admitted to membership under the terms of Article 4 of these By-Laws. means a person who has been admitted to membership in the Corporation pursuant to the provisions of this By-law and whose membership has not been terminated in accordance with the Act and the By-law;

“Members” means the collective membership of the Corporation.

“Meeting of Members” means an annual meeting, a special meeting, or an

annual and special meeting of members.

“Auditor” means a person permitted to conduct an audit or review engagement of the Corporation under the Public Accounting Act, 2004, and who is independent of the Corporation, any of its affiliates, and the Directors and officers of the Corporation and its affiliates.

“Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) S.O. 2010, c.15, including Regulations made pursuant to the Act, and any amendments, statutes, or Regulations that may be substituted from time to time.

“Income Tax Act” means the Income Tax Act (Canada), R.S.C. 1985, c.1 (5th Supp.), including any regulations made pursuant to it, and any amendments, statutes, or regulations that may be substituted from time to time;

“Regulations” means the regulations made under the Act, as amended, restated, or in effect from time to time;

“Ordinary Resolution” means a resolution that:

• Is submitted to a Meeting of Members of the Corporation and passed at the meeting, with or without amendment, by at least a majority (50% + 1) of the votes cast, or
• is consented to in writing by each Member of the Corporation entitled to vote at a Meeting of Members of the Corporation.

“Special Resolution” means a resolution that is:

• submitted to a special Meeting of Members of the Corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least two-thirds of the votes cast, or
• consented to in writing by each Member of the Corporation entitled to vote at a Meeting of Members.

To advance education by:

• (a)
  providing BIPOC youth and adults with structured job readiness, mentorship, leadership, and entrepreneurial training programs;
• (b)
  providing publicly available scholarships to students in need to be used for their post-secondary education; and
• (c)
  providing public heritage exhibits and art festivals that feature artistic performances, visual art, multimedia displays, and interactive workshops to educate the public about Caribbean history and culture.

To relieve poverty by providing micro-grants to individuals who are in need for the purpose of starting businesses

To do all such things as are incidental and ancillary to the attainment of the above charitable purposes.

Membership in the Corporation shall be open to persons of Caribbean descent, their families, and any other individual who shares the aims and objectives of the Corporation. Membership shall comply with applicable human rights legislation and shall not unlawfully discriminate based on race, religion, gender, or other protected characteristics. Membership applicants must agree to abide by the Corporation’s bylaws, policies, and procedures.

Subject to the Articles, there shall be three classes of Members in the Corporation:

• (a)
  Regular (Full) Members
  A Full Member shall be entitled to receive notice of, attend, participate at, and vote at all Meetings of Members of the Corporation and may hold office or be appointed to committees. Each Full Member shall be entitled to one vote at all Meetings of Members.
• (b)
  Affiliate (Associate) Members
  An Affiliate Member is a non-paying member and shall be entitled to receive notice of, attend, and participate at all Meetings of Members of the Corporation and may be appointed to committees, but may not serve as a Director. An Affiliate Member shall not be entitled to vote at Meetings of Members.
• (c)
  Honourary Members
  Honourary Member shall be an individual appointed for life by resolution of the Board of Directors and shall be entitled to all privileges and services of a Full Member. There shall be no annual membership fee for an Honourary Member.

Membership applications shall be submitted in writing or through an approved electronic process and approved by the Board of Directors. The Board shall render a decision on membership applications within 30 days of receipt. Applicants whose membership is denied shall receive written notice of the decision, including reasons for denial, and may submit an appeal to the Board for reconsideration within 14 days.

Membership (Full) shall become active upon approval by the Board and payment of the required membership fee. A member in good standing has paid their membership fees, adheres to the Corporation’s bylaws, and is listed as “active” on the membership roll.

All Members (Full) are deemed to be in good standing except:

• (a)
  A Member who has failed to pay the annual membership dues and special assessments, if any, when due and owing. Such a Member is not in good standing for as long as the dues and special assessments remain unpaid; or
• (b)
  A Member who has been suspended or declared otherwise not to be in good standing pursuant to a disciplinary proceeding.

Members in good standing shall be entitled to:

• (a)
  Attend and vote at all Meetings of Members, subject to the provisions of these bylaws;
• (b)
  Stand for election to the Board of Directors, if over 18 years of age; and
• (c)
  Participate in the programs and activities of the Corporation. A Member not in good standing is not entitled to call, attend, or vote at Meetings of Members.

Youth under 18 years of age who are accepted on the basis of their parent’s or guardian’s application may apply for individual membership upon reaching the age of 18. The Board of Directors may, at its discretion, extend voting privileges to a maximum of two duly elected representatives of the youth under 18 years of age for specific matters.

Membership in the Corporation ceases when:

• (a)
  A member resigns in writing;
• (b)
  A member’s membership is terminated for non-payment of dues
• (c)
  Is expelled by Board resolution for cause, after receiving written notice and an opportunity to respond;
• (d)
  A member’s term of membership expires; or
• (e)
  Fails to confirm membership within 60 days of a request. Upon any termination of membership, all rights of the Member, including any rights in the property of the Corporation, automatically cease to exist

The Corporation shall maintain an up-to-date membership list, which shall include the name, contact information, and status of each member. This list shall be used to determine eligibility to vote and receive notices.

Membership Discipline and Procedure

• (a)
  The Board may, with 15 days' notice, resolve to discipline, suspend, or terminate a member for:
• Violating the Articles, Bylaws, or policies;
• Engaging in conduct detrimental to the Corporation’s reputation or purpose; or
• Any other reasonable cause, as determined by the Board.
• (b)
  The notice shall state the reasons, and the member may submit a written response at least five days before the 15-day period ends.
• (c)
  If a response is received, the Board shall review it and issue a final decision within 10 days.
• (d)
  The Board’s decision is final and binding, subject to the Act.

Annual membership fees shall be determined by the Board of Directors and submitted for ratification at the next Annual General Meeting or Special Meeting of Members. Members shall be notified of proposed changes to membership fees at least 30 days before the meeting where the changes will be considered.

Membership fees are due and payable at the beginning of the fiscal year. A member who has not paid their fees within 90 days of the due date shall be considered delinquent. Delinquent members shall be provided with written notice and a 30-day grace period to rectify the non-payment before being removed from the active membership list.

The Board of Directors may, at its discretion, waive or reduce membership fees for members who demonstrate financial hardship. Such decisions shall be made in a fair and equitable manner and documented in the Corporation’s records.

The affairs of the Association shall be managed by the Board of Directors of no less than three (3) and no more than fifteen (15) directors, who, in addition to all the powers and authority which are by this By-Law expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by Directors under the Act. Until otherwise changed in accordance with the Act, there shall be a maximum of fifteen (15) directors. Changes to the minimum or maximum number of directors shall require an

amendment to this By-Law, subject to member approval as per the Ontario Not-for-Profit Corporations Act (ONCA).

The Board of Directors shall be comprised of elected officers, directors at large and optionally ex-officio members. The positions are as follows

• Chair (must be a sitting director)
• Vice-Chair
• Secretary
• Treasurer
• Directors at Large (11 maximum)
• Immediate Past Chair (non-voting, ex-officio member) The composition of the Board of Directors shall reflect the diversity, inclusivity, and equity principles of the Association.

Qualifications and eligibility

• a.
  A director shall be at least 18 years of age and be a resident of Waterloo Region.
• b.
  A director shall not be an undischarged bankrupt or found incapable by a court or under Ontario law.
• c.
  Only members in good standing shall be eligible to hold office.
• d.
  Generally, employees of the Association are not eligible to serve as directors. However, ONCA permits exceptions in special circumstances, provided the appointment:

  • Complies with ONCA’s requirements for employee-directors,
  • Adheres to the Association’s Conflict of Interest Policy, and
  • Receives Board approval.

The Signing Officers of the Association shall be the:

• 1.
  Chair (Bank Accounts, Other Documents)
• 2.
  Vice-Chair (Bank Accounts, Other Documents)
• 3.
  Treasurer (Bank Accounts, Other Documents)
• 4.
  Secretary (Bank Accounts, Other Documents)
• 5.
  Any other Board member appointed by the Board. (Bank Accounts, Other Documents).

• a)
  All banking transactions must be signed by two “signing officers”, including, but not limited to; opening accounts, writing cheques, and approving electronic transfers.
• b)
  No two members of the same household shall have signing authority at the same time.
• c)
  Must comply with the Association's Financial and Accounting policies

All officers having to do with the finances or securities of the Association shall be bondable

The office of Director shall be vacated if such Director:

• Resigns his/her office by notice in writing to the Association.
• Misses three consecutive meetings of the Board without informing the Secretary or Chair with an acceptable reason, unless the Board directs otherwise.
• Fails to continue to hold the qualifications set out in Article 6.3.
• Is removed from office pursuant to Article 6.7.
• So long as a quorum remains, the Board may appoint any qualified person to fill a vacancy on the Board, howsoever caused. Any Director so appointed shall hold office for the term allocated to the vacant position or for the unexpired term of the person who ceased to be a Director.

Removal from Office (Board)

• a)
  The Board of Directors, by majority vote (50% + 1), shall have the right to recommend to the membership the removal of a Board Member from their position for any of the following reasons:

  • Not adhering to the Codes of Conduct or Conflict of Interest policies.
  • Absences, without an acceptable reason, from three (3) consecutive Board meetings.

    • Failure to perform the duties of his/her office as outlined in the Board's policy manual.
    • Conduct deemed to be unbecoming to the aims and objectives of the CCAWR.
    • Is found to be mentally incompetent or of an unsound mind.
    • Being declared an undischarged bankrupt or being convicted of a crime.
• b)
  A Director may be removed from office by ordinary resolution (50% +1) of the members passed in the manner prescribed by the Act and such person will not be eligible to be re-elected as a Director for three years following his removal.

The responsibilities of the Chair shall be as follows:

• 1.
  Be chairperson of the Board and all membership meetings, setting the agenda in consultation with the Board and ensuring that meeting proceedings align with the By-laws and ONCA.
• 2.
  Serve as spokesperson for the Association in all matters affecting the Association, in accordance with Board-approved policies, or delegate this responsibility with Board approval.
• 3.
  At the request of thirty (30) members in good standing or in consultation with the Board, call Special Meetings of the Association.
• 4.
  Work cooperatively with the Board, Members of the Association, and Staff for the proper functioning of the Association and assume responsibility for operational oversight.
• 5.
  In conjunction with the Board, appoint Ad Hoc Committees necessary for the general administration of the Association, ensuring that the general membership is represented on such committees. All committee actions should be in compliance with ONCA’s transparency and accountability standards.
• 6.
  Provide a written Board report at each Membership Meeting, detailing decisions and actions that impact the Association.
• 7.
  No later than two (2) months prior to the end of the current fiscal year, submit to the Board for approval the organization’s work plan and budget, ensuring alignment with the strategic plan and reporting obligations.
• 8.
  Be an ex-officio member of all committees established by the Board, with the right to participate in all discussions and decisions, in accordance with governance principles.

The Vice-Chair shall:

• 1.
  Assist the Chair in performing the duties of the office and assume responsibility in any absence or inability to serve, ensuring the continuity of leadership and alignment with ONCA’s fiduciary duties.
• 2.
  Liaise with and provide direction to committees in developing and presenting cultural and educational forums and events showcasing the unique talents of our diverse communities, in accordance with the organization’s strategic goals and ONCA’s guidelines on committee governance.
• 3.
  Coordinate and/or carry out special projects assigned from time to time by the Board of Directors, ensuring the projects adhere to the organization’s strategic plan and financial constraints.
• 4.
  Prepare and submit a report to the members at each quarterly and annual general meeting, maintaining transparency and fulfilling reporting requirements.
• 5.
  Work with all standing committees to ensure that their annual work plans and budgets are aligned with the organization’s strategic plan and presented for inclusion in the overall organizational budget, no later than two (2) months prior to the end of the current fiscal year.

The Secretary shall:

• 1.
  Be in complete charge of the Association’s books, records, and documents, subject to the direction and approval of the Board of Directors, ensuring compliance with ONCA’s record-keeping requirements.
• 2.
  Be responsible for handling, sorting, and responding to all correspondence, ensuring necessary distributions of such correspondence to Board Members and in compliance with communication policies.
• 3.
  Be responsible for notifying members of meetings and ensuring the timely and accurate recording and preparation of minutes of all membership and Board meetings, in compliance with the Association's meeting and reporting protocols.
• 4.
  Be responsible for preparing a yearly calendar of the Association’s activities to facilitate effective coordination of events and ensure compliance with ONCA’s obligations for timely member notification.
• 5.
  Attend the Board and Membership Meetings of the Association and ensure that minutes and meeting documentation are readily accessible to the members as required.
• 6.
  Submit to the Board for approval an annual work plan and budget, three (3) months prior to the end of the current fiscal year, in line with requirement for transparency in financial planning.
• 7.
  Prepare any written correspondence on behalf of the Association, ensuring that all communications are consistent with the Association’s policies and guidelines.

The Treasurer shall:

• 1.
  Be the custodian of the Association’s funds, ensuring proper management in accordance with ONCA’s requirements for financial accountability.
• 2.
  Ensure the Board’s financial policies are being followed, promptly reporting any discrepancies to the Board, in compliance with the Association's fiduciary standards.
• 3.
  Monitor and report on financial performance against the approved budget, ensuring that reports are made to the Board on a quarterly basis and to members at the Annual General Meeting.
• 4.
  Ensure the issuance of receipts for all funds received and deposit all funds into the Association’s bank accounts no later than five (5) business days following receipt.
• 5.
  Maintain complete and accurate records of the receipts and disbursements of all funds, ensuring compliance with financial reporting standards.
• 6.
  Ensure the proper management of funds at the Association’s functions and events.
• 7.
  Be one of the designated Signing Officers for cheques drawn on the Association’s bank accounts, ensuring compliance with the Association's financial authorization requirements.
• 8.
  Present financial reports to the Board of Directors and Annual General Meetings, ensuring clarity and transparency of the Association’s financial standing.
• 9.
  Submit to the Board for approval, by December 31 of each year, the Organization’s Annual Budget for the next fiscal year.
• 10.
  Submit the books of accounts for auditing at the close of the fiscal year and provide any financial information requested by the auditor.
• 11.
  Ensure that the audited financial statements are presented to the Board of Directors and membership at the Annual General Meeting, in accordance with the Association's financial reporting standards.
• 12.
  Call the motion at the Annual General Meeting for the appointment of the Auditor, following the Association's process for the auditor’s appointment and removal.
• 13.
  Act as a financial resource to other committees and provide financial oversight to ensure compliance with financial governance requirements.

Director-at-large

• 1.
  Assist the Board with specific duties as assigned and report regularly to the Board on matters affecting the membership, ensuring their actions are aligned with the organization’s strategic goals and fiduciary duties.
• 2.
  Coordinate and/or carry out special projects assigned by the Chair and/or the Board of Directors, ensuring that these projects are aligned with the Association’s strategic direction and comply with transparency standards.
• 3.
  Chair any Standing or Special Committees as appointed by the Board, ensuring that committee work is reported back to the Board and membership in accordance with the Association's requirements for member involvement and transparency.

Nominations

• Annually, on or before December 31, the Board of Directors shall appoint a Nomination Committee consisting of three members of the Association, the majority of whom shall not be directors. No member of the Nomination Committee shall be a candidate for an elective office. The Nomination Committee shall select a slate of Officers and Directors as the Committee's nominees for election at the Annual General Meeting.
• No less than 45 days prior to each Annual General Meeting of the Members, the Nomination Committee shall compile a list of qualified nominees for the elected positions available on the Board, having regard to the provisions of this By-law and the Terms of Reference of the Nomination Committee. The list of such nominees shall be submitted to the Members, together with the notice of the Annual General Meeting no less than 30 days prior to the Annual General Meeting. Any other member having the required qualifications may seek election as a director.
• Nominations from the floor shall be permitted during the Annual General Meeting, provided the nominee is present or has submitted written consent to stand for election.
• Should vacancies of office occur between AGMs, the board of directors may accept nominations during the year to fill director and officer roles as needed, as per ONCA. Officers or directors could also be appointed by the board of directors and serve until the next AGM where members can confirm their position. These appointments should be approved through the vetting process.

Vetting Process

• All nominees or selected candidates must be members in good standing, as defined in these bylaws, before standing for election at the Annual General Meeting (AGM), a meeting of the members, or a special board meeting. Nominees for the position of chair must be a current sitting Director of the board at the time of nomination. The Nomination Committee shall confirm this requirement in writing before publishing the slate. Nominees for Vice-Chair, Secretary, and Treasurer are not required to be sitting Directors.
• The board may conduct an interview or review process to assess candidates based on qualifications, experience, and alignment with the organization's mission. Generally selected candidates should submit a statement of interest and CV for review.
• This process shall be conducted fairly and transparently, in accordance with the Ontario Not-for-Profit Corporations Act (ONCA) and these bylaws.

Elections

• Directors shall be elected and retire in rotation. To maintain continuity and to prevent wholesale changes in the Board membership, Directors will be appointed for a combination of one-year and two-year terms at the Annual General Meeting. The terms of the eligible Director positions will be determined by the Board of Directors at least 60 days prior to the Annual General Meeting.
• Voting may occur in person, electronically, or by proxy, as determined by the Board in accordance with ONCA.
• The election of Directors shall be made by Voting Members who attend in person at a properly constituted meeting of the Members at which directors are to be elected. The Election shall be by ballot or by a show of hands.
• Directors may serve a maximum of three consecutive terms and no more than six (6) consecutive years in the same position, after which they must step down for at least one year before becoming eligible for re-election.
• Ex-officio Member: The Immediate Past Chair of the Association shall automatically become an ex-officio, non-voting member of the Board for a period of one two-year term.

The minimum number for quorum shall be determined by the current board complement. A minimum of 30% of the current board complement shall be considered a quorum. Specifically, a quorum of five (5) members of the Board shall constitute a quorum for any meeting of the Board that has a complement of 10 or greater. A minimum of three (3) members shall constitute a quorum when the board complement is less than 10.

A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities and powers vested in or exercisable by the Board.

Questions arising at any meeting of the Board shall be decided by a simple majority of votes. In the case of an equality of votes, the Chair shall cast a deciding vote. A Director disagreeing with the majority at a meeting may have their dissent recorded, along with the reasons therefor.

Meetings of the Board may be summoned by the Chair or at the written request of any three (3) Directors. A meeting of the Board may be called on 48 hours notice, given verbally or in writing by means of telephone, facsimile, email, or any other means of communication.

A resolution signed by all Directors shall be as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted. Electronic approval shall be considered equivalent to a signed approval.

Voting Members may request to attend a Board Meeting to address a specific matter by submitting written notice at least seven (7) days in advance. The Chair will confirm the meeting details in writing. The Board may limit speaking time, and attending members will not have voting rights.

Persons who accept a position on the Board of Directors must sign off on the Conflict of Interest Policy and a copy of said document will be maintained by the Secretary. Persons who accept a position on the Board of Directors have a fiduciary or trusteeship obligation to act honestly, in good faith, loyally, and in the best interest of the Association. The Association’s interest must be placed ahead of that of a Director, and a Director must disclose any and all information that may create a conflict of interest. A Director’s obligations require that he/she shall not profit from any project or activity of the CCAWR, except under the following conditions:

• (a)
  The Board decides, after competitive tenders have been sought, that it is in the interest of the Association, on the grounds of quality or special advantage, to award a contract to, or to purchase goods and/or services from a Director.
• (b)
  The Director involved takes no part in deciding the awarding of the contract or the purchasing of goods and services.

The Association is expected by its members, volunteers, staff, clients, funders and the community it serves, to provide an environment that demonstrates respect for others; adherence to the democratic processes and outcomes; and respect for confidentiality in all matters that are deemed by the Board to be of a confidential nature.

Members of the Board of Directors will exercise sound judgment conducting themselves when interacting with staff, volunteers, clients, or fellow Board members so as to promote the utmost professionalism.

To ensure Board transparency and accountability, Board Members are required to adhere to all Policies, Protocols, and Procedures of the Association.

All Board Members are expected to adhere to decisions and positions taken by the Board, regardless of their individual views.

Subject to the Ontario Not-for-Profit Corporations Act (ONCA), the specific functions, duties, and terms of reference for each Committee shall be determined by the Board. These shall align with the strategic priorities and mission of the Association.

• Committee Terms of Reference: Each Committee shall have a written Terms of Reference (TOR), outlining its mandate, objectives, roles, responsibilities, and scope of authority. The TOR should be reviewed and updated regularly to ensure alignment with the evolving goals of the Association.
• Annual Work Plan: Each committee shall prepare an Annual Work Plan that outlines its key activities, timelines, and expected outcomes for the year. This work plan shall be approved by the Board and serve as the framework within which the committee operates.

Committee Leadership and Reporting

• Committee Chairs: All Standing Committees shall be chaired by a Director, who shall be responsible for leading the committee, ensuring adherence to the Terms of Reference, and overseeing the implementation of the committee’s work plan. The Committee Chair is accountable to the Board for the committee’s performance and activities.
• Committee Composition: The composition of each committee, including the number of directors and non-director members (if applicable), shall be determined by the Board. The Board may decide to include individuals from outside the Association, such as experts or community stakeholders, depending on the committee’s focus and needs.
• Reporting to the Board: Each Committee must give regular updates on its activities, decisions, and progress towards its goals in the Terms of Reference and Annual Work Plan. They should submit a written report to the Board at least once a quarter, or as requested by the Board, covering key activities, achievements, and any suggestions for further action. Committees must also report any major issues to the Board.

Committee Authority and Limitations

• Delegation of Authority: The Board can give Committees the power to handle certain tasks as described in their Terms of Reference. However, if a Committee wants to make a decision or take action beyond what is allowed in their Terms of Reference, they must get approval from the Board. This ensures the Board has control over important organizational decisions.
• Approval of Events or Functions: If a Committee wants to do something not included in its approved work plan or Terms of Reference, it must submit a detailed proposal to the Board. The proposal should explain how the activity aligns with the Association’s mission, goals, and objectives.

Committee Participation and Accountability

• Committee Membership: The Board will decide each Committee's membership, which can include both directors and non-directors. Non-director members may be chosen for their expertise or community involvement, as long as it aligns with the committee’s purpose and the Association’s goals.
• Conflict of Interest: Committee members must adhere to the Association’s Conflict of Interest Policy and disclose any personal or professional interests that may conflict with their duties on the Committee.

Committee Meeting Procedures

• Meetings: Committees shall meet as necessary to carry out their work, and the frequency of meetings shall be determined by the Committee Chair in consultation with the Board. Meetings may be held in person or through electronic means, such as video or teleconference.
• Quorum: A quorum for Committee meetings shall be determined by the Committee's Terms of Reference. If not specified, a simple majority of the Committee members shall constitute a quorum.

Quorums: The quorum for meetings of the Association shall be as follows:

• For a General Meeting or Special Meetings of the Association, a quorum shall consist of at least 10 members in good standing.

Voting Privileges: Voting privileges may be exercised by Regular Members in good standing. Voting shall be conducted as follows:

• For the election of Board members, voting shall be by show of hands, unless a motion is passed to adopt a different method (such as by secret ballot).
• For all other matters requiring a vote, voting shall be by show of hands, unless otherwise specified by the Board or members.

Annual General Meeting (AGM) Eligibility: For the purpose of the Annual General Meeting (AGM), a member in good standing shall be one whose membership fee is up to date as of the meeting date.

Nominations: For the purpose of the AGM, a Nomination Committee consisting of three members (the majority of which must not be Board members) shall be appointed by the Board no later than December 31. This committee will execute the functions outlined in Article 8.1, including ensuring fair and transparent nominations for election to the Board.

Annual General Meeting (AGM) Schedule and Notice: An Annual General Meeting (AGM) shall be held no later than 15 months after the previous AGM, at a time and place determined by a resolution of the Board. Notice of the AGM shall be sent electronically or by mail to all members in good standing at least twenty-one (21) days prior to the meeting. The AGM shall address the following purposes:

• To elect officers and directors for the upcoming term.
• To receive the Board Report from the Chair and reports from other officers and committees.
• To review the Auditor’s Report and/or other financial reports.
• To appoint an external auditor, if required, who will hold office until the next AGM or until a successor is appointed.
• To conduct any other business as may be required by the Association.

Membership Meetings: In addition to the AGM, other membership meetings may be called by the Chair with the approval of the Board whenever necessary, in the judgment of the Board of Directors.

Special Meetings: A Special Meeting may be requested by a quorum of 15 members in good standing. In such cases, the Chair or Vice Chair shall convene the Special Meeting within seven (7) days of being notified in writing by the members.

Decisions: Decisions at all meetings of the members shall be made by a majority vote of those present, unless a higher threshold is required by these bylaws.

Notice and Error of Omission: No error or omission in the notice of any meeting, or any adjournment thereof, shall invalidate such meeting or the proceedings conducted at the meeting. For the purpose of serving a notice

of meeting, the address of any member shall be their last recorded address in the records of the Association.

Adjournment of Meetings: Any meeting of the Association may be adjourned to a time and place set by the presiding officer. Business may be transacted at the adjourned meeting as if it were part of the original meeting. No notice is required for such adjournments, and meetings may be adjourned without a quorum present.

Any notice, communication, or document to be given to a Member or Director shall be sufficiently given if:

• Personal Delivery: Delivered directly to the person, either in person or to the person’s address as shown in the Corporation’s records.
• Mailing: Sent by regular mail or other methods, such as registered mail, certified mail, or prepaid courier, to the person’s recorded address.
• Electronic Notice: Sent via electronic means (e.g., email, WhatsApp, or other social media platforms) to the most recent contact details available for the person.
• Notice Timeline: Notice of meetings must be given to Members in good standing at least 10 days prior to the meeting.
• Declaration of Notice: The Secretary’s declaration that notice has been given in accordance with this By-law shall be sufficient and conclusive evidence of the giving of such notice.

Notices can be sent electronically to Members, Directors, or officers using the contact details in the Corporation’s records. Members must consent to electronic notices and can opt-out or update their contact information.

The accidental omission to give notice or the non-receipt of any notice shall not invalidate any action taken at a meeting, provided the Corporation made reasonable efforts to deliver the notice. Reasonable efforts may include the use of multiple communication methods (e.g., email, physical mail).

If a notice is undeliverable twice in a row, the Corporation doesn’t have to continue sending notices unless the Member provides an updated address.

Members should keep their contact info updated

Any Member, Director, or officer may waive any notice required under these By-laws or the Act. This waiver can be given either before or after the event or meeting for which notice was required and will remedy any default in the notice process.

The Operating Fund shall:

• 1.
  Be administered by the Board of Directors and managed by the Treasurer.
• 2.
  Be for the sole purpose of funding the operating and regular/recurring expenses of the Association.
• 3.
  Be maintained by the raising of funds through donations, fundraising activities, gifts, membership dues, or grants.

The Scholarship and Education Fund shall:

• 1.
  Be administered by the Board of Directors or any committee appointed by them for such purpose and managed by the Treasurer.
• 2.
  Provide assistance to the children of Members and other constituencies served by the Association; such assistance may take the form of yearly scholarships.
• 3.
  Be maintained by the raising of funds through donations, fundraising activities, gifts, or grants

The Building Fund shall:

• 1.
  Be for the purpose of acquiring and maintaining tangible and intangible property for social, cultural, and other appropriate activities.
• 2.
  Be administered by the Board of Directors.
• 3.
  Be maintained by the raising of funds through donations, fundraising activities, gifts, or grants.

By a majority vote at any duly constituted Board Meeting, the Board of Directors may approve the transfer of money between funds as deemed appropriate and in keeping with the requirements of the Organization.

Additional Funds

• 1.
  Creation of New Funds: The Board of Directors may establish additional funds as needed, provided they align with the mission and objectives of the Association. Such funds may be designated for specific purposes, including but not limited to endowments, capital improvements, research, or special programs.
• 2.
  Fund Administration: Any new fund created shall be administered by the Board of Directors or a designated committee, and managed by the Treasurer. The purpose, usage, and governance of the new fund shall be clearly outlined in the resolution establishing the fund.
• 3.
  Fundraising for New Funds: Additional funds may be sustained by donations, fundraising activities, gifts, or grants specific to the purposes of the fund. Each fund shall have its own fundraising guidelines that align with its purpose.
• 4.
  Reporting and Transparency: The Board shall ensure that the financial records for each additional fund are maintained separately and in compliance with the relevant legal and donor requirements. Annual reports on the status, use, and balance of any new funds shall be presented at the Annual General Meeting, alongside the other funds.
• 5.
  Use of Funds: Each fund created shall be used solely for the purpose outlined in its establishment, and the Board shall ensure that funds are not transferred for use in any other fund unless approved by the Board in accordance with the procedures in Article 14.5 (Funds Transfer).

The Board of Directors shall ensure that the financial management of the Association follows applicable laws, regulations, and standards, ensuring the proper handling of all funds and the safeguarding of assets. The Board shall implement policies and procedures that promote transparency, accountability, and good financial practices in all aspects of the Association's financial dealings, as per the Associations current Financial and Accounting Policies.

Financial Statements

• 1.
  Annual Financial Statements: The Association shall prepare and present annual financial statements that reflect the financial position of the Association. These statements shall be in accordance with generally accepted accounting principles (GAAP) or other recognized standards, and shall include:

  • Balance Sheet (Statement of Financial Position)
  • Statement of Income (Statement of Operations)
  • Statement of Changes in Net Assets
  • Statement of Cash Flows (if applicable)
• 2.
  Audit or Review:

  • An independent auditor or accountant will review the financial statements and provide an opinion on their accuracy.
  • If required by law or the Board, the Association will hire an external auditor to conduct a full audit.
  • The auditor’s report will be presented to the Board and included in the AGM materials for Member review.

Financial Reporting

• 1.
  Annual Reports: The Treasurer shall provide the Board of Directors with financial reports on a quarterly basis, and a comprehensive annual report, which will include a summary of income, expenses, and a breakdown of funds in each of the Association's accounts.
• 2.
  Public Disclosure: The Association shall make available to the public, members, and other stakeholders its financial statements and audit reports, in accordance with privacy laws and as appropriate. This can include making the documents available on the Association’s website or distributing them to members upon request.

Budgeting and Financial Planning

• 1.
  Annual Budget: The Board of Directors shall approve an annual budget before the start of each fiscal year, which shall reflect the expected income, expenditures, and allocation of funds to various programs and activities. The budget shall be prepared by the Treasurer and presented to the Board for review and approval.
• 2.
  Monitoring and Adjustments: The Treasurer shall monitor the financial activities and report regularly to the Board to ensure that the Association remains within its budget and that financial goals are being met. Any substantial deviations from the budget shall be brought to the attention of the Board, and adjustments may be made with the Board’s approval.

The Board of Directors shall establish internal controls to ensure that all financial transactions are properly authorized, recorded, and tracked. See Financial and Accounting Policy. These controls shall include, but not be limited to:

• Segregation of duties to prevent any individual from having control over both the receipt and disbursement of funds.
• Regular reconciliations of bank accounts and financial records.
• Proper authorization for expenditures and fund transfers.
• Oversight of financial operations by the Board or a designated Finance Committee.

The Association may establish a reserve fund to ensure financial stability and provide for unforeseen expenses or emergencies. The amount to be reserved, the criteria for its use, and the management of such reserves shall be determined by the Board, in consultation with the Treasurer.

Board members, officers, and employees must disclose any potential conflicts of interest related to financial matters of the Association, as per Conflict of Interest Policy. Any individual with a conflict shall recuse themselves from decision-making processes related to those financial matters.

Compliance and Legal Requirements

• 1.
  The Board shall ensure that the financial operations of the Association comply with all applicable laws, including the Ontario Not-for-Profit Corporations Act (ONCA), the Income Tax Act (for charitable status, if applicable), and other relevant federal, provincial, and local regulations.
• 2.
  The Treasurer shall ensure that all necessary filings, including tax returns, financial disclosures, and any other required documents, are submitted in a timely and accurate manner.

Record Keeping and Retention

• 1.
  The Association shall retain financial records for a minimum of seven years or as otherwise required by law.
• 2.
  The Treasurer shall be responsible for maintaining accurate and up-to-date financial records, including receipts, bank statements, invoices, and other supporting documents.

All deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation shall be signed by any two officers or Directors or in accordance with the Corporation’s Financial Authorization Policy. The Board may, from time to time, specify the manner in which and the person or persons by whom a particular document or type of document shall be executed. 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.

The Board shall maintain a record of individuals authorized to execute specific documents or categories of documents and shall ensure such individuals are clear about their responsibilities and limitations. This is in keeping with maintaining clarity and accountability in all legal and financial matters.

The banking business of the Corporation shall be transacted at a financial institution (e.g., a bank, trust company, or another firm or corporation carrying on a banking business) as designated and appointed by the Board of Directors. This designation may apply to one or more institutions, and such decisions shall be reviewed periodically by the Board.

The Corporation’s banking business, including the operation of accounts and the execution of financial transactions, shall be conducted by officers or individuals designated by the Board of Directors. These individuals shall act in accordance with the Board’s resolutions and may include staff members or other representatives authorized to manage specific accounts or types of transactions.

No member of the Board shall be personally liable in any way whatsoever for the acts, defaults, losses, expenses, or other deficiencies of any other member of the Board or of any employee of the Association; or for any loss, damage, or expense happening to the Association because of unforeseen circumstances involving the acquisition of property by order of the Board on behalf of the Association; or for loss of money or other securities deposited with a financial institution that goes bankrupt or insolvent.

Every board member, director or officer of the Association, and any other person acting on behalf of the Association, shall be indemnified and saved harmless out of the funds of the Association from and against:

• All costs, charges, and expenses, including legal fees, which such director or officer sustains or incurs in or about any action, suit, or proceeding brought against them, provided they acted in good faith and in a manner they reasonably believed to be in the best interests of the Association, except where such costs are caused by their own willful misconduct, neglect, or default.
• All other costs, charges, and expenses which they sustain or incur in relation to the affairs of the Association, provided they acted in good faith and in the best interests of the Association, except where such costs arise from their own willful misconduct, neglect, or default. The Association shall also indemnify such persons in other circumstances as permitted by law. The Association may, but is not required to, secure Directors' and Officers' Liability Insurance (D&O Insurance) to cover the indemnification obligations of the Association.

The Constitution may be amended at an Annual General, Quarterly, or Special Meeting of the Association by a special resolution passed by a two-thirds majority of Regular Members present and voting, provided seven days’ written notice of the proposed amendment was submitted to all Members.

Unless otherwise provided by the Act, the Articles, or any By-law, the Directors may make, amend, or repeal any By-law by resolution. These changes are effective upon Board approval, except for matters specified in subsections 103(1)(g), (k), and (l) of the ONCA Act, which require confirmation by Members.

• The amendment or repeal will remain effective if confirmed by the Members entitled to vote at the next Annual Meeting or Special Meeting.
• If the amendment or repeal is not confirmed by the Members, it will cease to have effect.
• A subsequent resolution with substantially the same purpose cannot take effect until it is confirmed by the Members at a meeting.

All prior By-laws, resolutions, and enactments of the Corporation inconsistent with this By-law are repealed. The repeal does not affect the validity of any actions, rights, privileges, obligations, or liabilities acquired or incurred under previous By-laws, including any contracts, agreements, or financial obligations.

Repealing any By-law, in whole or in part, does not affect the validity of any actions, rights, privileges, obligations, or liabilities acquired or incurred under that By-law prior to its repeal, including any contracts, agreements, or financial obligations.

In the event that the Corporation is dissolved or ceases to operate, the dissolution shall be carried out in accordance with the provisions of the Ontario Not-for-Profit Corporations Act (ONCA), and any applicable laws governing the dissolution of non-profit corporations in Ontario.

Upon dissolution, the Board of Directors shall ensure that all debts, liabilities, and obligations of the Corporation are settled. This includes the payment or provision for payment of all outstanding financial obligations, including loans, accounts payable, taxes, and any other obligations owed by the Corporation at the time of dissolution.

Upon the dissolution of the corporation and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to qualified donees as defined in subsection 149.1(1) of the Income Tax Act (Canada).

In accordance with the requirements of the Ontario Not-for-Profit Corporations Act (ONCA), no part of the assets of the Corporation shall be distributed to any of its members, directors, officers, or any other person, except as compensation for services rendered or as reimbursement for reasonable expenses incurred in the performance of their duties for the Corporation.

The Corporation will comply with all requirements of the Ontario Not-for-Profit Corporations Act (ONCA) regarding the dissolution process, including filing the necessary documents with the appropriate government authorities and ensuring that all legal obligations are fulfilled. Any actions taken in the dissolution process will be subject to the oversight of the Board, the General Membership, and applicable governmental authorities.

All members of the Board shall be politically non-partisan in any dealings on behalf of the Association.

The Board of Directors may, by resolution, pay an honorarium to any volunteer of the Association, with the amount and timing to be determined by the Board.

The General Membership shall be the ultimate source of authority. The Board of Directors manages the organization on behalf of its members, formulating and recommending policies to the General Membership for consideration.

These rules shall constitute the parliamentary authority of the Association.

In the event of the dissolution of the Association, after payment of all debts and liabilities, any remaining assets will be distributed to charitable organizations that support the values and goals of the Association and operate solely within Canada.

Discrimination on the grounds of race, creed, color, national origin, political or religious affiliation, sex, sexual orientation, marital status, family relationship, and disability is prohibited by or within the Corporation.

The Corporation does not adopt the use of a corporate seal.

The financial year-end of the Corporation shall be determined by the Board from time to time. As of the adoption of this By-law, the financial year-end of the Corporation is December 31st.

The Corporation shall monitor its status as a Public Benefit Corporation or Non-Public Benefit Corporation under the Act.

• "Public Benefit Corporation" means:

  • a charitable corporation, or
  • a non-charitable corporation receiving more than $10,000 or another prescribed amount in a financial year in the form of donations or gifts from non-members, or grants from government or related agencies.
• A Non-Public Benefit Corporation is one that does not meet the criteria for a Public Benefit Corporation.

The Board may adopt, amend, or repeal operating policies that are not inconsistent with any By-law of the Corporation, covering matters such as committee terms of reference, officer duties, codes of conduct, conflict of interest, volunteer recruitment, and procedural requirements. Any operating policy adopted by the Board will remain in effect until amended, repealed, or replaced by a subsequent resolution of the Board.

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions.