Constitution
Constitution
To provide a place for retreat; assembly halls and meeting room for theological, cultural and scholastic discussions; a library of religious and cultural books and a kitchen.
To establish and carry on in the said centre Hindu religious and cultural activities of every nature, kind and description open to all.
To carry out charitable work of every nature and kind at a local, national and international levels and to solicit and accept donations, gifts, bequests and legacies for such purposes.
To solicit and accept donations, gifts, bequests and legacies for use in promoting the objectives and carry out the work of the Vishva Shakti Durga Mandir Association.
To construct and equip a religious centre with a Temple as a place of worship, meditation and fellowship.
To provide convenience and facilities in the said centre to be used by the community either gratuitously or upon such terms as may from time to time be agreed upon and generally to do whatever may seem best calculated to promote the interest of the said centre.
A by-law relating generally to the transactions of affairs of the Vishva Shakti Durga Mandir Association (Hereinafter referred to as the Association).
ADMINISTRATION: HEAD OFFICE
1. The head office of the Association will be in the City of Ottawa in the Province of Ontario and at such places therein as the Directors may from time to time determine.
CORPORATE SEAL
2. The seal, an impression whereof is stamped in the margin hereof shall be the corporate seal of the Association.
DIRECTORS
3. The property and business of the Association shall be managed by a board of twelve (12) directors consisting of the officers of the Association, including the past president who shall be an ex-officio member without the right to vote at board meetings. In the first election after the adoption of these by-laws, the twelfth director shall be elected as member-at-large and shall perform such other function as may be assigned by the Board, from time to time. Eleven of the directors shall be elected to a role (as specified in section Roles and Responsibilities ) by the members present at the Annual Meeting, by a simple majority vote.
I. To be eligible for election, a candidate for election as board member, a person shall have been in good standing for a period of one (1) month prior to his election, and shall at the time of election and throughout the term of office be a member of the Association. The candidate must be 18 years of age and have the capacity under the law to contract.
II. The directors shall hold office for a term of two (2) years or until their respective successors are elected and qualified.
III. Removed March 21/2005 for 2 years.
IV. At the first election after the adoption of these by-laws, Seven (7) directors shall be elected for a term of two (2) years. These shall be the President, Vice President 1, Secretary, Treasurer, Public Relation Officer and two Members-at-Large. The other five (5) directors shall be elected for the term of one year. At the subsequent annual meeting each year, the vacancies on the Board of Directors shall be filled by the election of directors for two (2) year term.
V. The Association shall be carried on without a purpose of gain for its members and any profits or other accretions to the Association affairs shall be used in promoting the objectives.
VI. The directors shall receive no remuneration but may be reimbursed for their reasonable expenses, as decided by the board of directors.
DIRECTORS OF THE ASSOCIATION
4. The directors of the Association shall be a President (hereinafter sometimes referred to as Chairman), two Vice-Presidents, – a Vice-President 1, responsible for operations, educational and religious activities, a Vice-President 2, responsible for all fund raising activities and community relations, a Secretary, Assistant Secretary, a Treasurer, Assistant Treasurer, Public Relations Officer and three Members-at-Large and such other officers as the board of directors may determine by a bylaw from time to time.
1. Each of the above-mentioned directors shall be elected by the Members at the general body meeting. Nomination for officers should be made on a prescribed form, which must be duly completed and submitted to Nominating Committee at least 3 days before the elections at the Annual General Meeting. No nomination will be accepted from the floor at the Annual General Meeting except for the first year.
2. The Nomination Committee will consist of 3 members in good standing, approved by the Board of Director, normally chaired by Past President. The Chairman of the Nomination Committee will preside over the election and will tabulate the results.
3. The Board of Directors shall include, other than the above-named officers, the Past President of the Association until he is replaced by a current Past President.
4. Any Director may withdraw from the Association by delivering to the Association a written resignation and lodging a copy of the same with the President of the Association.
5. Any Director who, in the judgment of the Board of Directors, and agreed to as such by a majority of the members at an annual or special general meeting, does not intentionally subscribe to the aims and objectives of the organization may be removed from membership.
Note: The President, two Vice-Presidents, Secretary, Treasurer, Public Relations Officer could be referred as officers of the association.
POWERS
5. The directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Association is by charter or otherwise authorized to exercise and do. Notwithstanding the foregoing powers, the directors of the Association shall be responsible for:
I raising funds for the Association generally through donations and by organizing lawful activities on behalf of the Association;
II causing and operating special funds for procuring facilities such as buildings and equipment as may be required or anticipated for meeting the overall purpose of the Association;
III appointing special committees for specific purposes and ad-hoc committees as necessary; the terms of such committees shall be clearly defined by the Board of Directors;
IV preparing a detailed report for presentation at the Annual General Meeting of the members each year.
V selecting and appointing/re-appointing Priest/s or any other person to conduct the religious and other services require by the Association
6. The Board of Directors may from time to time:
I borrow money on the credit of the Association;
II issue, sell or pledge securities, debt obligations (including bonds, debentures, notes or other similar obligations, secured or unsecured) of the Association, to a limit of $25,000 maximum in any financial year;
III charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association, 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 Association, to a limit of $25,000 maximum in any financial year;
IV. authorize in writing any director or officer of the Association or any other person to make arrangements with reference to the monies borrowed or to be 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 Association as the Board of Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Association, to a limit of $25,000 maximum in any financial year;
V. delegate to such one or more of the directors and officers of the Association as may be designated by the board all or any of the powers conferred on the Board of Directors above to such extent and in such manner as the said board shall determine at the time of each such delegation.
Board of Directors will need an approval from the General Body if they need to go beyond the limit of $25,000 maximum in any financial year stated above.
VACANCIES, BOARD OF DIRECTORS
7. Vacancies on the Board of Directors, however caused, may so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Association, if they shall see fit to do so, subject to ratification by the members at the next general meeting following such election, otherwise such vacancy shall be filled at the next annual meeting of members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
MEMBERSHIP
8. There shall be only one class of membership in the Association, namely Members.
All members are recognized as Members or Life Members, who subscribe to the aims and objectives of the Association and are minimum eighteen (18) years of age and over shall have full voting privileges at the annual and other general body meetings of the Association. Reference to Members of the Association implies members in all articles of by-laws as appropriate.
MEMBERS
9. Any person/s could become a member for one year (January to December) by filling out prescribed membership form and by paying the annual membership fee of $ 51.00 for the family membership entitling them two (2) votes, and $ 31.00 for the single membership, entitling them one (1) vote.
All person/s making a single or a cumulative membership due in installments over three consecutive years, to a total of Five Hundred and One Dollars ($501.00) for family membership and $301 for single membership or more shall be recognized as Life Members. To be recognized as Life Members the total membership due must have been fully paid. This will entitle them up to 2 votes for Family membership and 1 vote for Single membership to the persons whose names are on the life membership form
Note: The above highlighted amendment will be retroactive to January 1, 2004.
WITHDRAWAL FROM MEMBERSHIP
10. Any member may withdraw from the Association by delivering to the Association a written resignation and lodging a copy of the same with the Secretary of the Association.
Any member who, in the judgment of the Board of Directors, and agreed to as such by a majority of the members at an annual or special general meeting, does not intentionally subscribe to the aims and objectives of the organization may be removed from membership.
EXECUTION OF DOCUMENTS
12. Deeds, lease, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by the President together with either the Secretary or Treasurer, and the Secretary shall affix the seal of the Association to such instruments as require the same.
The persons authorized by the first paragraph of this Section 12 may transfer any and all shares, bonds or other securities from time to time standing in the name of the Association in its individual or any other capacity or as member or otherwise and may accept in the name and on behalf of the Association transfers of shares, bonds or other securities from time to time transferred to the Association, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of the company or Association.
Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Association may or shall be executed.
BOOKS AND RECORDS
13. The directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept for ten years. All the books and records must be updated/completed and transferred to corresponding elected official of the new board.
The Board of Directors shall maintain an up-to-date list of members, and make it available, on thirty (30) days notice, for examination by members. In addition, each member shall be provided annually with a copy of an audited statement of accounts at the annual general meeting , and all books shall be made available on reasonable notice for examination to any member.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
14. Minimum of 7 directors shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may determine from time to time. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors’ meetings may be formally called by the President or by the Secretary on direction in writing of two (2) directors. Notice of such meetings shall be delivered, telephoned, e-mailed or telegraphed to each director not less than one (1) day before the meeting is to take place or shall be mailed to each director not less than four (4) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour and place to be named and of such regular meeting no notice need be sent. A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the Association. The directors may consider or transact any business either special or general at any meeting of the board.
ERRORS IN NOTICE, BOARD OF DIRECTORS
15. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings 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 taken or had thereat.
VOTING, BOARD OF DIRECTORS
16. Questions arising at any meeting of directors shall be decided by a majority of votes. All votes at any such meeting shall be taken by secret ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman 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 act without proof of the number or proportion of the votes recorded in favor of or against such resolution. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote.
Minutes of all the meetings must be distributed to the Board of Directors within two week(or earlier if requested) of the meeting. Any inconsistency in the minutes must be raised in writing by the Board members within a week of receiving it.
ANNUAL AND OTHER MEETINGS OF MEMBERS
17. The annual meeting of the members shall be held at the head office of the Association or elsewhere in the city of Ottawa (preferably accessible by public transit) in the month of March in each year to elect new Board members. Any other general meeting of the members shall be held at the Head Office of the Association or elsewhere in Ontario as the Board of Directors may determine and on such day as the said directors shall appoint. The new Board of Directors shall take office on the first day of April each year. Notice of Annual and other meetings of the members shall be mailed to all members at least two (2) weeks prior to the meeting with the proxy form. Nomination forms and the names of the Nomination Committee should also be provided with the notice for the Annual General Meeting. A majority of votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.
SPECIAL GENERAL MEETING
18. Special general meetings of members may be called at any time during the year by the Chairman of the board in consultation with the directors or upon a written request signed by one-tenth (1/10th) or twenty (20) members, whichever is less, signifying the need to expedite decisions on specific matters or to advise members on matters of urgency.
The Chairman shall call such a meeting within six (6) weeks from receipt of the written request. Notice of a special general meeting of members shall be mailed to each member at least two (2) weeks prior to the date of the meeting.
ERROR OR OMISSION IN NOTICE
19. No error or omission in giving notice of any annual or general meeting of members or any adjourned meeting, whether annual or general, of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the Association.
ADJOURNMENTS
20. Any meetings of the Association or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
21. A quorum for the transaction of business at any meeting of members shall consist of the lesser of a minimum of twenty per centum (20%) or thirty (30) members, present in person or represented by proxy. The Proxy holder appointed by a member shall register all proxies on prescribed form, with the secretary prior to the meeting. The proxy authorization shall bear the signature of the member appointing the proxy holder and clearly state the name of the member and the specific matters on which the proxy holder is empowered to act on his behalf at the meeting. Proxy holders shall be a member in good standing for at least 30 days.
FINANCIAL YEAR
22. Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall be the calendar year.
CHEQUES, ETC.
23. All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by President and the Treasurer or their substitute as specified in section Roles and responsibility (11) above. They may endorse notes and drafts for collection on account of the Association through its bankers, and endorse notes and cheques for deposit with the Associations bankers for the credit of the Association, or the same may be endorsed for collection or for deposit with the bankers of the Association by using the Association’s rubber stamp for the purpose. Such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Association and the Association’s bankers and may receive all paid cheques and vouchers and sign all bank’s forms or settlement of balances and release or verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
24. The securities of the Association shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Association signed by the President and the Treasurer or their substitute as specified in section Roles and responsibility (11) above. The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
NOTICE
25. Whenever under the provisions of the by-laws of the Association, notice is required to be given, such notice may be given either personally, e-mailed, telephoned, telegraphed or by depositing same in a post office or a public letter-box, in a prepaid, sealed wrapper addressed to the director, officer or member at his address as the same appears on the books of the Association. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter-box as aforesaid, or if telegraphed shall be held to be sent when the same was handed to the telegraph company or its messenger. For the purpose of sending any notice the address of any member, director or officer shall be his last address as recorded on the books of the Association.
BANKING
26. A separate corporate bank account shall be maintained as a separate account in a Chartered Bank or Trust Company, in the name of the Association. All monetary transactions shall be made in the name of the Association. All cheques pertaining to the outgoing funds shall require an authorization by the board and shall be signed by such officers as the Board of Directors from time to time may appoint by effective resolution,
If a special dedicated Fund be established to fulfill the objective of the Vishva Shakti Durga Mandir Association, to the extent possible, only the investment income of this Fund shall be used to fulfill its objective.
INTERPRETATION
27. In these by-laws and in all other by-laws of the Association hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and Associations.
AMENDMENTS
28. The by-laws of the Association may be amended by a two-thirds (2/3rds) vote of the members present at any legally constituted meeting of the members, providing advance notice of at least two (2) weeks is given and a copy of the proposed amendment is included in the notice. Repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry per subsection 155(2) of the Canada Corporation Act.
AUDITORS
29 The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.
DISSOLUTION
30. In the event of the dissolution of the Association all assets after payment of just debts and obligations shall be distributed or transferred to one or more charitable organizations in Canada to be selected by the Board of Directors and approved by the members. The decision to dissolve the Association shall be passed at a Special General Meeting of the membership called for that specific purpose and shall require a two-thirds (2/3rds) affirmative vote of the total members or their proxy.
PROCEEDINGS OF MEETINGS
31. All proceedings at Directors Meetings or Members Meetings shall follow parliamentary rules of order.
INDEMNIFICATION OF DIRECTORS
32. Providing that all acts, undertakings and contracts entered into by the members of the Board of directors on behalf of the Association are legal and in accordance with the provisions of this by-law, in the event that any member of the Board of Directors be involved personally in any litigation arising during his activity on behalf of the Association, he shall be indemnified and saved harmless by all of the members of the Association.