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CANADIAN CZECHO-SLOVAK BENEVOLENT ASSOCIATION Inc. CONSTITUTION & BY-LAW NO. 1
(Also known as Bohemian Benevolent Association)
Approved by the membership
November 19, 2001
A by-law relating generally to the conduct of the affairs of the Canadian Czecho- Slovak Benevolent Association of Winnipeg founded April 27, 1913 incorporated by Certificate of Incorporation under the provisions of The Corporations Act of Manitoba on the February 24, 1914, as a voluntary non-profit organization.
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the Canadian Czecho-Slovak Benevolent (hereinafter called the “Association”) as follows:
ARTICLE 1 - DEFINITIONS
In this by-law and all other by-laws of the Canadian Czecho-Slovak Benevolent association the following terms shall have the meanings ascribed to them unless the context otherwise specifies or requires:
a. “Act” means The Corporations Act, R.S.M. 1987, c.C225, as from time to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any references in the by-laws of the Association shall be read as referring to the amended or substituted provisions therefor;
b. “Articles” means the articles of incorporation of the Association on which the Certificate of Incorporation is endorsed, as the same may from time to time be amended, supplemented or restated;
c. “Association” means the Canadian Czecho-Slovak Benevolent Association Inc.;
d. “Board” means the board of directors of the Association;
e. “By-law” means any by-law of the Association from time to time in force and effect;
f. “Director” means a member of the Board;
g. “Immediate Past President” means the person who most recently held the office of President, whether elected as President by the Members or appointed by the Board from amongst its members to act as President;
h. “Member” means a member of the Association whether voting or non-voting.
All terms contained in the By-law, which are defined in the Act shall have the meanings given to such terms in the Act.
The headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions.
The purpose of the association shall be:
a) To unite all good citizens, Czech and Slovak speaking whom are worthy of membership in the Association, for mutual support.
b) To arrange educational meetings and debates, and foster and support all enterprises of a national character including (but not being limited to) schools, organizing junior sections, Ladies and Gymnastics group.
c) To organize a Czech and Slovak library for the purpose of assisting the intellectual development of the members in the club and their families.
d) To foster the use of the mother tongue amongst members.
All matters of a religious or a political character are hereby declared to be outside of the scope of the activities of the Association.
3.01 The Head Office of the Association shall be located at 154 McKenzie Street in Winnipeg, Manitoba.
4.01 The official languages of the association shall be the Czech, Slovak and English languages. English shall be the primary language for the purpose of transacting business and for record keeping.
Classes of Membership:
Membership in the Association shall be divided into the following classes:
Non-Voting
- Club Members – Any individual, regardless of ethnicity and religious background, upon completion of the required form and payment of a fee established by the Board from time to time are entitled to become a Member of the Association.
- Associate Members – Any person or organization, interested in enhancing the welfare and honor of the Association, upon completion of the required form and payment of a fee established by the Board from time to time are entitled to become a Member of the Association.
- Honorary Members – Those persons who have made a significant contribution to the development the Association or who outside of the Association was of honor or advantage to the Association. The Board may, by resolution, appoint a person to be an Honorary Member upon receiving a nomination from one Director or two Members.
Voting
Full member – Any person of Czech or Slovak ethnicity, who is an adult of the full age of 18 years, whose parents, grand parent or grand-grand parents reside or resided in the Country of Origin. Who leads a respectable life, is mindful of the welfare of his family, has respect for his nationality and members of community, upon completion of required form and payment of a fee established by the Board from time to time are entitled to become a Member of the Association.
5.02 Club Members, Associate Members & Honorary Members are not entitled to a vote with respect to any matter which is to be decide by a vote of the Members.
5.03 Every Full Member is entitled to one vote with respect to any matter, which is to be decided, by a vote of Members.
5.04 All memberships, other than Honorary memberships, must be renewed on an annual basis. Honorary memberships shall be for the term specified in the resolution establishing Honorary Member, which shall be at least two years long.
Membership Year:
Membership year shall be January 1 to December 31.
Fees:
5.06 The Board may from time to time fix the annual dues, fees or assessments payable by the Members.
5.07 Fees payable to the Association are non-refundable except where memberships are terminated for a cause, in which case the membership fee shall be refunded on a prorated basis.
5.08 Membership fees must be paid in advance of an annual or special meeting being declared open in order for the Member to have voting privileges at the meeting.
Resignation from Membership:
5.09 Any member may resign from membership in the Association upon notice in writing to the Head Office of the Association.
Termination for Cause:
5.10 Subject to clause 8.02 the Board, upon giving notice to a Member in accordance with the requirements set out in the Policy and Procedures Manual, may by resolution terminate or suspend any Member for conduct or behavior determine by the Board to be detrimental to the best interests of the Association. Such termination shall be communicated to the Member in writing.
Indebtedness to Association:
5.11 All dues, fees, assessments, or other amounts outstanding as of the date of resignation or termination of a member shall remain a debt due to the Association by the member who resigns or whose membership is terminated.
Annual Meetings:
6.01 The annual meeting of the members required by section 127 of the Act shall be held at any place within Manitoba, on such day in each year and at such time as the Directors may by resolution determine provided always that the meeting shall be held on or before the 15th of March or such longer period of time as may be permitted by the Act.
6.02 At annual meetings there shall be presented a report of the Directors on the affairs of the Association for the previous year, comparative financial statements for the Association and the auditor’s report thereon as required by the Act, and such other information or reports relating to the Association’s affairs as the Directors may determine.
Special Meetings:
6.03 Special meetings of the Association may be held upon the call of the Board at such times and places as it may designate.
6.04 Special meetings shall be held upon the written request of at least five percent of Members with voting rights. Except for in those situations described in subsection 137 (3) of the Act, the President shall, with in twenty-one days after the filing of such a request with the office of the Association, call a special meeting. The business to be transacted at such special meeting shall be stated in the notice thereof, and no other business may be considered at those meetings.
Notice:
6.05 Written notice stating the day, hour and place of meeting and the general nature of the business to be transacted shall be given to each member and to the auditor of the Corporation at least 30 days before the date of every general meeting, provided always that a meeting of members may be held for any purpose at any date and time and at any place within Manitoba without notice if all the members are present in person or if all the absent members entitled to notice of such meeting shall have signified their assent in writing to such meeting being held and such assent may be validly given whether before or after the meeting to which such assent relates.
Omission of Notice:
6.06 The accidental omission to give notice of any meeting or the non-receipt of any notice by any Member or Members or by the auditor of the corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of Members.
Voting:
.07 The following members in good standing, present at any annual or special meeting of the Association, who have thirty days prior to the meeting paid their membership fees in full, shall be entitled to one vote on any matter:
Full members:
6.08 At any meeting, unless a ballot is demanded, a declaration by the chair that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favor of or against the motion. A simple majority of the qualified votes cast shall determine any action of the Members present at the annual or special meeting unless the Act requires a special majority.
Chair:
6.09 Unless otherwise determined by a majority vote of those Members present at the start of the meeting, the annual general meeting and all special meetings shall be chaired by the President or, in his or her absence, the Vice-President. In the absence of the President and the Vice-President, the Members shall choose another Director as chair and if no Director is present or if all the Directors present decline to act as chair, the Members present shall choose one of the Members present to be the chair for the meeting.
Adjournments:
6.10 The President may, with the consent of a majority of voting members present, adjourn the meeting to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be given to the Members as long as the meeting is adjourned for less that thirty days. Any business may be brought before or dealt with at any adjourned meeting, which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
Quorum:
6.11 The presence of twenty (20) members of the association shall be a quorum for a meeting.
ARTICLE 7 – ELECTION OF DIRECTORS
Election of Directors:
7.01 Along with notice of the Association’s annual meeting, the Secretary shall send a list of persons nominated to be Directors to those Members eligible to vote. The ballot shall clarify, in alphabetical order, the names of the candidates nominated for the available positions together with background information on the candidates. Voting shall occur at the annual meeting.
13 Directors shall be elected by majority vote of all eligible Members who vote. These 13 Directors shall occupy the positions of President, Vice President, Treasurer, Secretary, Vice Secretary Public Relations, Membership Development Director, Cultural/Educational Events Director, Social Events Director, Ladies Auxiliary Representative, Junior Section Representative, 2 Auditors, 1 Director at Large.
Duties and Responsibilities:
8.01 The affairs of the Association shall be governed by a Board which shall supervise, control, and direct all activities of the Association, its committees and publications, the disbursement of its funds, and the determination of its policies.
8.02 The Board shall actively pursue the mission and goals of the Association and may adopt such policies and procedures for the conduct of its business as may be deemed advisable.
8.03 The Board may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not by the By-laws or any special resolution of the Association or by statue expressly directed or required to be done by the Association at a meeting of the Members.
8.04 Every Director and officer of the Association shall act honestly and in good faith with a view to the best interests of the Association and exercise the care diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Composition:
8.05 The Board of Directors shall be comprised of thirteen (13) directors:
President
Vice President
Treasurer
Secretary
Vice Secretary Public Relations
Membership Development Director
Cultural/Educational Events Director
Social Events Director
Ladies Auxiliary Representative
Junior Section Representative
2 Auditors
1 Director at Large
Qualification of Directors:
8.06 Every director shall be eighteen years of age and shall be a Full Member who is not in default of his her obligations to pay dues, fees, assessment or any other amounts owing to the Association.
Term of Office:
8.07 Directors shall be elected to a term of two years and may serve no more than 3 consecutive terms in the same position. Exception will be the year one (year 2002) of the new By-law when the positions of Vice President, Secretary, Membership Development Director, Social Events Director, Ladies Auxiliary Representative, 2 Auditors will be elected for one year term only.
President, Treasurer, Vice Secretary Public Relations, Cultural/Educational Events Director, Junior Section Representative, Director at Large will be elected every even year.
Vice President, Secretary, Membership Development Director, Social Events Director, Ladies Auxiliary Representative, 2 Auditors will be elected every odd year.
Vacation of Office:
Director shall cease to hold office:
a) In those circumstances described in section 100, 103 and 104 of the Act; or
- b) If he or she ceases to be a Member in good standing of the Association.
8.09 The Members of the Association may, by ordinary resolution pass at a special meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his or her term of office and may, by majority of the votes cast at such meeting, elect any qualified member in his or her stead for the remainder of the term.
Absenteeism:
8.10 If a Director is absent from three consecutive meetings of the Board without sufficient cause for the same being shown to the Board, the Board shall ask the Director to resign. If he or she fails to do so, a special meeting of Members may be called to seek the removal of the Director.
Remuneration of Directors:
8.11 The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his position as such, provided always that:
Conflict of Interest:
8.12 A director shall not be disqualified by reason of his office from contracting with the Association. Subject to the provisions of the Act, a Director shall not by reason only of his or her position be accountable to the Association or its members for any profit or gain realized from a contract or transaction in which he has an interest. Such contract or transaction shall not be voidable by reason only of such interest, or by reason only of the presence of a Director so interested at a meeting, or by reason only of his presence being counted in determining a quorum, provided that a declaration and disclosure of such interest shall have been made at the time and in the manner prescribed by Section 115 of the Act, and the Director so interested shall have refrained from voting as a Director on the resolution approving the contract or transaction (except as permitted by the Act) and such contract shall have been reasonable and fair to the Association and shall have been approved by the Directors or Members of the Association as required by Section 115 of the Act.
8.13 If any Director or officer of the Association shall perform services for the Association otherwise than as Director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Association, the fact of his or her being a Director or officer of the Association shall not disentitle such director or officer of such firm or company, as the case may be, from receiving proper remuneration for such services.
Number of Officers:
9.01 The officers of the Association shall be:
Members at the annual meeting shall elect, as required, the President, the Vice President, Secretary, Vice-Secretary Public Relations and Treasurer.
Term of Office:
9.03 The officers shall remain in office for a two year term or until their successors are elected. In no event shall an elected officer remain in the same office more than three consecutive terms or serve as an officer for more than six consecutive years.
Removal of Officer:
9.04 All officers shall be subject to removal by resolution at anytime by the Board.
Delegation of Duties of Officers:
9.05 In the case of the absence or inability to act of the President, the Vice Presidents, Secretary or any other officer of the Association or for any other reason that the Directors determine to be sufficient, the Directors may delegate all or any of the powers of such officer to any other officer or to any other Director for the time being.
Presiding at Meetings:
9.06 Except as is herein before and hereinafter provided, the President shall, when present, preside as chair at all meetings of the Board and of Members.
Vacancies:
If any office becomes vacant by reason of death, resignation, disqualification, or otherwise the Directors may appoint an officer to fill such vacancy.
ARTICLE 10 - STANDING AND SPECIAL COMMITTEES
Executive Committee:
The executive committee shall be composed of the President, the Vice President the Secretary, the Vice-Secretary Public Relations and the Treasurer.
Conduct Review Committee:
The conduct review committee is responsible for investigating and resolving complaints against Members which have been referred to it by the executive committee following the executive committee’s initial review of, and recommendation with respect to, a written complaint received by it. The conduct-reviewed committee shall operate in accordance with terms of reference prepared by the Board and shall consist of six members, any three of whom shall constitute a panel to deal with a particular complaint. The conduct review committee shall be a standing committee consisting of four Directors and two Members, with a panel consisting of two Directors and one Member. If a member of the conduct review committee has a relationship with the Member being investigated which may affect his or her impartiality, he or she shall not sit on the panel investigating that particular complaint.
Nominating Committee:
The nominating committee shall consist of the chair of the nominating committee, one other Director who is not seeking re-election and three Members who will not be seeking nomination as a Director. The nominating committee is responsible for putting forward a full slate of candidates for election to the Board and compiling a summary of each nominee’s experience and background for distribution to the membership in advance of voting.
Standing Committees:
Standing Committees of the Association shall be established by the Board to conduct such business and perform such duties as may from time to time be determined and shall report to the Board and annually to the membership at the time of the annual meeting. The President shall be an ex officio of all standing and special committees and task forces of the Association except for the review conduct committee.
Special Committees and Task Forces:
10.05 The Board of Directors may appoint special committees or task forces as required from time to time.
ARTICLE 11 - MEETINGS OF DIRECTORS
Place of Meetings:
11.01 Meetings of the Board and of the executive committee may be held at the head office of the Association or at any other place within or outside Manitoba.
Convening of Meetings:
11.02 Meetings of Directors may be convened at any time by the President or by the Vice-Presidents and by the Secretary, upon direction of any three Directors.
11.03 The Board may from time to time by resolution determine to hold meetings and shall by such resolution fix the dates or times of such regular meetings. So long as any such resolution is in effect the Secretary of the Association shall convene such regular meetings by notice given in the manner hereinafter referred to.
Notice of Meetings:
11.04 Notice of any meeting of Directors stating the day, hour and place of the meeting, the items to be discussed and relevant reference material shall be given to each Director at five business days before the meeting is to take place, provided always that a meetings of the Board may be held without formal notice if all the Directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meetings or any irregularity in any meeting or in the notice thereof may be waived by any Director and such wavier may be validly given either before or after the meeting to which such waiver relates.
11.05 For the first meeting of the Board to be held immediately following the election of Directors at an annual or special general meeting of the Members Board at which a Director is appointed to fill a vacancy in the board, no notice of such meeting shall be necessary to the newly elected or appointed Director or Directors in order for the meeting to be duly constituted, provided that a quorum of the Directors is present.
11.06 If all of the Directors consent, a Director may participate in a meeting of the Board by means of telephone or such other communication facilities as permit all persons participating in the meeting to hear each other, and the Director participating in the meeting by that means is deemed for the purposes hereof to be present at the meeting.
Quorum and Voting.
11.07 A majority of Directors shall constitute a quorum for the transaction of business.
11.08 Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of an equality of votes the President of the meeting in addition to his original vote shall have a second or casting vote.
11.09 A Director who is present at a Board or committee meeting is deemed to have consented to any resolution passed or action taken at such meetings unless his or her dissent is recorded in the manner required by section 118 of the Act. A Director who abstains from voting as a result of declared conflict of interest shall have his or her abstention noted as such.
ARTICLE 12 - INDEMNITIES TO DIRECTORS AND OTHERS
12.01 Each Director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association and their heirs, executors, administrators, legal representatives and estate and effect, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Association, from and against:
a) all costs, charges and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office or in respect of any such liability; and
- b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof;
- except such costs, charges or expenses as are occasioned by his own willful neglect or default.
ARTICLE 13 - FOR THE PROTECTION OF DIRECTORS AND OFFICERS
13.01 No Director or officer for the time being of the Association shall be liable for acts, receipts, neglects or defaults of any other Director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense suffered or incurred by the Association through the insufficiency or deficiency of title to any property acquired by the Association or for or on behalf of the Association, or to the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Association shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person, firm or Association, including any person, firm or Association with whom or which any money, securities or effects shall be lodged or deposited, or any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Association or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wrongful and willful neglect or default.
13.02 The Directors for the time being of the Association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into by the name or on behalf of the Association, except such as shall have been submitted to and authorized or approved by the Board.
ARTICLE 14 - SIGNING AUTHORITY AND FINANCES
Signing Authority:
14.01 All cheques issued or endorsed in the name of the Association shall be signed by such officers, employees or agents of the Association in such manner as shall be determined from time to time by resolution of the Board.
14.02 Contracts, documents or instruments in writing requiring the signature of the Association may be signed by any two officers following approval by the Board and all shall be binding upon the Association without further authorization or formality.
14.03 The Board shall have the power from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Association to sign contracts, documents or instruments.
Banking:
14.04 The banking business of the Association shall be transacted with such bank, trust company, credit union or other firm or Association carrying on a banking business as the Board may designate, appoint or authorize from time to time by resolution. Any one of such officers, employees or agents so appointed may arrange, settle, balance and certify all books and accounts between the Association’s bankers and the Association and may receive all paid cheques and vouchers and sign all the bank’s forms of settlement of balances and releases or verification slips.
Surplus Funds of the Association:
14.05 The Board of Directors may set aside a reserve for contingencies from the surplus funds of the Association or may invest surplus funds in a manner as may be determined from time to time by resolution of the Board.
ARTICLE 15 - AUDITORS
15.01 Two auditors shall be appointed each year at the annual meeting of the Members of the Association.
ARTICLE 16 - FINANCIAL YEAR
16.01 The financial year of the Association shall commence on the first day of January and ends on the last day in December of each year.
ARTICLE 17 - DISSOLUTION
17.01 In the event that the Association is dissolved, and after the payment of all indebtedness of the Association, the remaining funds, investments, and other assets shall be used for the purposes of providing services of social welfare, health, civic improvement, education, or other objects of a benevolent or charitable nature.
WITNESS THE SEAL OF THE CORPORATION.
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President
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Secretary
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