Bylaws

DEFINITIONS

(a) “Act” means the Corporations Act, Revised Statutes of Ontario, 1980, Chapter 95.

(b) “Toronto Chapter” means The Canorient Christian Association of Metropolitan Toronto incorporated under Part III of the Corporations Act of Ontario

(c) “Board” means the Board of Directors of the Toronto Chapter.

(d) “Director(s)” means Director(s) of the Toronto Chapter.

(e) The “National Association” means the Canorient Christian Association, incorporated under Part II of the Canada Corporations Act on the 31st day of December, 1971, and referred to as the parent organization.

(f) Words importing the singular number of the masculine gender shall include plural number of the feminine gender, as the case may be, and vice versa.

 

 

BYLAWS

OF

THE CANORIENT CHRISTIAN ASSOCIATION

 OF METROPOLITAN TORONTO

  1. NAME 
    The name of the corporation shall be THE CANORIENT CHRISTIAN ASSOCIATION OF METROPOLITAN TORONTO (hereinafter called “the Toronto Chapter).
  2. HEAD OFFICE
    The head office of the Toronto Chapter shall be in Metropolitan Toronto or in any adjacent regional municipality, in the Province of Ontario, and at such place therein as the Directors may from time to time determine.
  3. CORPORATE SEAL
    The seal of the Toronto Chapter shall be in such form as prescribed by the Directors and shall contain the words “The Canorient Christian Association of Metropolitan Toronto”.  It shall be affixed to official documents as authorized by the Board from time to time.
  4. MEMBERSHIP
    Membership shall consist of three categories:

(i) Ordinary Member
(ii) Associate Member
(iii) Honorary Member

 

(i) Ordinary Member

Any immigrant or Canadian with origins in the Christian community of the Indian sub-continent, or the spouse or child of such immigrant or Canadian, may be accepted as an ordinary member of the Toronto Chapter at the discretion of the Board of Directors.

In this context, Indian sub-continent shall mean Bangladesh, Burma, India, Pakistan and Sri Lanka.

(ii) Associate Member

Any person not eligible for membership as an ordinary member may be accepted as an associate member at the discretion of the Board of Directors.
An associate member shall not be entitled to vote or hold elected office.

(iii) Honorary Member

Any person who, either by virtue of his office or by virtue of his services to the Toronto Chapter, is deserving of recognition by the Toronto Chapter may be admitted as an honorary member by resolution of the members at a general meeting.

An honorary member shall not be entitled to vote or hold elected office.

An honorary member shall not be required to pay any membership fees.

  1. MEMBERSHIP DUES 
    Every ordinary and associate member of the Toronto Chapter shall be required to pay such dues as are approved by the members in general meeting.  Membership subscriptions shall be due on February 1 of each current fiscal year.These dues shall include such sums as may be necessary to fund the National Association to meet national objectives of the members.  Any sums so collected shall be remitted by the Toronto Chapter to the National Association upon request.
  2. TERMINATION OR RENEWAL OR SUSPENSION OF MEMBERSHIP 
    Any member, whether ordinary, associate or honorary, shall cease to be a member of the Toronto Chapter:

a)      If he voluntarily resigns his membership by giving notice in writing to the Secretary, and pays all dues.  Any member who has voluntarily resigned and wishes to rejoin the Toronto Chapter may do so under the normal procedures for membership.

b)     If he fails to pay any amount due by him to the Toronto Chapter within 60 days of the due date, whereupon the name of such member may be removed from the roll of members of the Toronto Chapter and his privileges withdrawn.  He may be readmitted without formal acceptance and his privileges restored on payment of all arrears, and a re-entrance fee at the discretion of the Board of Directors.

Subject to approval of members at the general meeting any member, whether ordinary, associate or honorary, who violates the charter by-laws or regulations of the Toronto Chapter may have his membership revoked by the Board of Directors, provided he has been served notice in writing of the intention of the Board of Directors and has been granted a hearing by the Board of Directors not less than thirty days before the notice of proposed revocation of membership.

 

  1. BOARD OF DIRECTORS
    The affairs of the Toronto Chapter shall be managed by a Board of fifteen Directors who shall be elected at the annual general meeting of the Toronto Chapter, and shall hold office until the next annual general meeting.Director shall be eligible for re-election at the annual general meeting of the Toronto Chapter.
  2. VACANCIES, BOARD OF DIRECTORS
    The office of Director shall be automatically vacated:

(a) if a Director shall resign his office by delivering a written resignation to the Secretary of the Toronto Chapter;

(b) if he is found to be mentally incompetent or of unsound mind;

(c) if he becomes bankrupt or suspends payment or compounds with his creditors;

(d) if a resolution is passed by two-thirds of the members present at a special general meeting that he be removed from office;

(e) if he fails to attend three consecutive meetings of the Board without giving in writing good and valid reasons acceptable to the Board

(f) if he ceases to be a member;

(g) on death

 

If a vacancy shall occur, the Directors may by resolution fill such vacancy with a person in good standing as a member on the books of the Toronto Chapter.

 

  1. QUORUM AND MEETINGS, BOARD OF DIRECTORS
    A majority of the directors shall form a quorum for the transaction of business.  Meetings of the Board of Directors may be held at any time and place as may be determined by the Directors, provided that at least five days notice of such meeting shall be given verbally or sent in writing to each Director.  No formal notice shall be necessary if all Directors are present at the meeting or waive notice in writing.
  2. ERRORS IN NOTICE, BOARD OF DIRECTORS
    No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceeding taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings or had thereat.
  3. VOTING, BOARD OF DIRECTORS
    Questions arising at any meeting of directors shall be decided by a majority of votes.  In case of an equality of votes, the President, in addition to his original vote, shall have a second or casting vote.  All votes at such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken the usual way by assent or dissent.  A declaration by the President that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the votes recorded in favor of or against such resolution.  In the absence of the President, his duties may be performed by the Vice-President, or such other director as the Board may from time to time appoint for the purpose.
  4. POWERS OF DIRECTORS
    The Directors may exercise all such powers of the Toronto Chapter as are not by the Corporations Act or by these by-laws required to be exercised by the members in general meeting.The directors may from time to time:(a)  borrow money on the credit of the Toronto Chapter; or(b)  issue, sell or pledge securities of the Toronto Chapter

(c)  charge, mortgage, hypothecate or pledge all or any of the real or  personal property of the Toronto Chapter, 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 Toronto Chapter.

 

From time to time the directors may authorize any director, officer employee of the Toronto Chapter or any other person to make arrangements with reference to the monies borrowed as aforesaid and as to the terms and conditions of  the loan thereof , and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Toronto Chapter as the directors may authorize, and generally to manage, transact and settle the borrowing of  money by the Toronto Chapter.

The Board of Directors shall have power to authorize expenditures on behalf of the Toronto Chapter from time to time and may delegate by resolution to an officer or officers of the Toronto Chapter the right to employ and pay salaries to employees.  The Board of Directors shall have the power to incur expenditures for the purpose of furthering the objects of the Toronto Chapter.

The Board of Directors shall take such steps as they may deem requisite to enable the Toronto Chapter to receive donations and benefits for the purpose of furthering the objects of the Toronto Chapter.

Every Director of the Toronto Chapter shall be deemed to have assumed office on the express understanding and agreement and condition that every Director of the Toronto Chapter and his heirs, executors, administrators and estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Toronto Chapter from and against all costs, charges and expenses whatsoever, which such Directors sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prescribed against him for or in respect of any act, deed, letter or thing, whatsoever made, done or permitted by him or any other Director or in or about the execution of the duties of his or their office and also from and against all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs or expenses as occasioned by his willful neglect or default.

 

13.       REMUNERATION OF DIRECTORS

Directors, as such, shall not receive any remuneration for their services, but, by resolution of the Board, expenses may be allowed for their attendance at each regular or special meeting of the Board.  Such fixed sum may be paid to the Directors as the members may by resolution determine, provided that nothing herein contained shall be construed to preclude any Director from serving the Toronto Chapter as an officer, or in any other capacity, and receiving compensation therefore.

14.       OFFICERS

The officers of the Toronto Chapter shall be a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be directors elected at the annual general meeting of the Toronto Chapter.  The Board of Directors may be resolution appoint such other officers as they deem necessary.

The Board may also appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.

Notwithstanding what is contained in By-law 13, any remuneration to any officers, agents and employees, if thought fit, shall be fixed by the members by resolution unless this authority is delegated to the Board of Directors by resolution of the members.

When such remuneration is fixed by resolution of the Board of Directors, such resolution shall have force and effect only until the next annual or special general meeting of members when it shall be confirmed by resolution of the members and, in the absence of such confirmation by the members, the remuneration to such officers, agents or employees shall cease to be payable from the date of such meeting of members.

The office of an officer shall be automatically vacated:

(a) if the officer shall resign his office by delivering a written resignation to

the Secretary of the Toronto Chapter;

(b)  if he is found to be mentally incompetent or of unsound mind;

(c)    if he becomes bankrupt or suspends payment or compounds with his  creditors;

(d)   if a resolution is passed by two-thirds of the members present at a special general meeting that he be removed from office;

(e)    if he ceases to be a member;

(f)    on death

If a vacancy shall occur, the Directors may by resolution fill such vacancy with a person in good standing as a member on the books of the Toronto Chapter.

The officers of the Toronto Chapter shall hold office for one year or until their successors are elected or appointed in their stead.

15.       DUTIES OF PRESIDENT AND VICE-PRESIDENT

The President shall be the chief executive officer of the Toronto Chapter.  He shall preside at all meetings of the Toronto Chapter and of the Board of Directors.  He shall be charged with the general management and supervision of the affairs of the Toronto Chapter.  He shall see that all orders and resolutions of the Board are carried into effect and he, or the Vice-President, with Secretary or other officer appointed by the Board for the purpose, shall sign all by-laws and other documents requiring the signatures of the officers of the Toronto Chapter.

The Vice-President shall, in the absence or the disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him by the Board.

16.       DUTIES OF THE SECRETARY

The Secretary shall attend all meetings of the Board and all meetings of the members and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose.  He will give or cause to be given notice of all meetings of the members and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be.  He shall be the custodian of the seal of the Toronto Chapter, which he shall deliver only when authorized by a resolution of the Board to do so, and to such person or persons as may be named in the resolution.  In the absence or disability of the Secretary, the Board of Directors may appoint another Director to act as Secretary to hold office until the next annual general meeting of the members.

17.       DUTIES OF THE TREASURER

 The Treasurer shall have the custody of the Toronto Chapter’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Toronto Chapter, and shall deposit all monies and other valuable effects in the name and to the credit of the Toronto Chapter and in such depositories as may be designated by the Board of Directors from time to time.  He shall disburse the funds of the Toronto Chapter as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial position of the Toronto Chapter.  He shall also perform such other duties as may from to time to time be determined by the Board.

18.       ANNUAL AND OTHER MEETINGS OF MEMBERS

 (a)        The annual general meeting of the members of the Toronto Chapter shall be held not later than three months after the end of each fiscal year and at such time and place anywhere in Metropolitan Toronto or in an adjacent regional municipality as the Board of Directors may by resolution determine.  At such meeting the members shall receive the annual report of the Board of Directors and the audited financial statements, elect a Board of Directors, appoint an Auditor or Auditors for the ensuing year, and transact any other business as may properly be brought before the meeting.

(b)        Any general meeting, other than an annual general meeting shall be termed a special general meeting.

(c)       The Board of Directors may at any time of its own motion call a special general meeting for the transaction of any business of which the general nature is specified in the notice of the meeting.

(d)         On the requisition of 50 members or 10% of the ordinary members of the Toronto Chapter, which ever is lesser, entitled to vote at the date of deposit of the requisition, the Board of Directors shall proceed without delay to call and hold a special general meeting of the members

(e)         The requisition shall state the general nature of the business to be transacted at the meeting and shall be signed by the requisitionists and deposited at the head office of the Toronto Chapter and may consist of several documents in like form, each signed by one or more of the requisitionists.

(f)         Where the Board of Directors does not within 60 days from the date of deposit of the requisition proceed to call and hold such meeting, the requisitionists or any 5 of them representing more than one half of the total voting rights of all of them, may themselves call such a meeting, but any meeting so called shall not be held after the expiration of 150 days from the date of deposit of the requisition.

(g)         A meeting called under this section by the requisitionists shall be called in the same manner as nearly as possible as that in which meetings are to be called pursuant to the by-laws.

(h)         Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board of Directors duly to call such meeting shall be repaid to the requisitionists by the Toronto Chapter and any sum so repaid shall be retained by the Toronto Chapter out of any sums due or to become due from the Toronto Chapter by way of fees or the remuneration in respect of their services to such of the Directors as were in default.

 

19.       NOTICE OF MEETING

At least fourteen days notice shall be given to members of any annual or special general meeting.  The notice shall state the agenda of the meeting.

Whenever, under provision of these by-laws, notice is required to be given, such notice may be given either personally or by mail or telegraphed at the current address which appears on the register of members of the Toronto Chapter.  A notice or other document sent by mail shall be deemed to be sent at the time when the same was deposited in a post office or mail box or if telegraphed, shall be held to be sent when the same was handed to the telegraph company or its agent.

Failure on the part of a member to receive notice of a meeting shall not invalidate the meeting, unless it can be proved that the non-receipt of notice was the result of a deliberate omission.

20.       ADJOURNMENT

Any meeting of the Toronto Chapter or the Board of Directors may be adjourned to another time and place, but no business shall be transacted at such adjourned meeting other than the business which might have been transacted at the original meeting from which the adjournment took place.

21.       QUORUM OF MEMBERS

At every annual or special general meeting, fifty members or ten percent of the membership, whichever is the lesser number, personally present and eligible to vote shall form a quorum.  If at any such general meeting, a quorum be not present within thirty minutes of the time appointed for holding the meeting, the meeting shall stand adjourned to the time and place determined by the President, and at the adjourned meeting, the quorum shall be twenty-five members or five percent of the membership, whichever is the lesser number, present in person and eligible to vote.

If at any meeting convened upon the requisition of members, a quorum be not present within thirty minutes of the time appointed to holding the meeting, the meeting shall be dissolved.

22.       VOTING OF MEMBERS

Each ordinary member of the Toronto Chapter eligible to vote shall at all meetings of the Toronto Chapter be entitled to one vote in person or by proxy.  A member may appoint as his proxy any other member to vote at any annual or special general meeting.  Such proxy must himself be a member and before voting must produce and deposit with the Secretary, at least half an hour before any meeting or adjourned meeting, sufficient authority in writing from his appointer or appointers.

At all meetings of the Toronto Chapter every question, except amendment to the constitution and by-laws, dissolution of the Toronto Chapter, amalgamation with similar associations and removal of a Director under by-law 8(d), shall be decided by a simple majority of the votes of the ordinary members eligible to vote and present in person or represented by proxy, unless otherwise specifically provided by the Act or these by-laws.

Every question shall be decided in the first instance by a show of hands, and unless a poll be demanded, a declaration by the President that a resolution has been carried or not carried and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact without proof of the number or proportion of the votes accorded in favor of or against such resolution.  The demand for a poll may be withdrawn, but if a poll be demanded and is not withdrawn, the question shall be decided by a majority of votes given by the members eligible to vote present in person or by proxy, and such poll shall be taken in such manner as the President shall direct and the result of such poll shall be deemed the decision of the members in general meeting upon the matter in question.  In case of an equality of votes at any meeting, whether upon a show of hands or by a poll, the President shall be entitled to a casting vote.

23.       AMENDMENT TO BY-LAWS

By-laws of the Toronto Chapter may be enacted, repealed or amended by a majority of the directors present at a meeting of the Board of Directors, and sanctioned by an affirmative vote of at least two-thirds of the members present in person or by proxy at a general meeting of the Toronto Chapter called for that purpose.

24.       EXECUTION OF DOCUMENTS

Contracts, documents or any instruments in writing requiring the signature of the Toronto Chapter shall be signed by any two Directors, one of whom shall be the President, Vice-President, Secretary or Treasurer, and all contracts, documents and instruments in writing so signed shall be binding upon the Toronto Chapter without any further authorization or formality.   The Board of Directors shall have the power from time to time, by resolution to appoint an officer or officers on behalf of the Toronto Chapter either to sign contracts, documents and instruments in writing.  The seal of the Toronto Chapter, when required, may be affixed to the contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

25.       BOOKS AND RECORDS

The Directors shall ensure that all necessary books and records of the Toronto Chapter required by the by-laws of the Toronto Chapter or by any applicable statue or law are regularly and properly kept.  It shall also be the responsibility of the Directors to ensure that returns required by any applicable statute or law are duly prepared and filed with the appropriate authorities.

26.       AUDITORS

The members shall at each annual general meting appoint an Auditor to audit the accounts of the Association to hold office until the next annual general meeting, provided that the Directors may fill any vacancy in the office of Auditor.  The remuneration of the Auditor shall be fixed by the Board of Directors.

27.       FINANCIAL YEAR

The financial year of the Toronto Chapter shall be the twelve-month period ending January 31st of each year.

28.       RULES AND REGULATIONS

The Board of Directors may prescribe such rules and regulations, not inconsistent with these by-laws, relating to the management and operation of the Toronto Chapter as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual general meeting of the members of the Toronto Chapter when they shall be confirmed.  In default of confirmation at such annual general meeting of members, such rules and regulations shall at and from that time cease to have force and effect.

29.       DISSOLUTION

In the event of dissolution, and after the payment of all debts and liabilities, the remaining property, funds and assets of the Toronto Chapter shall be distributed or disposed of to the National Association, the parent organization, or to such other organization or organizations whose objects are beneficial to the community, as may be determined by the Board of Directors of the Toronto Chapter and confirmed by two-thirds of the votes cast at a general meeting of members of the Toronto Chapter duly called for that purpose.

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