Constitution
Constitution
VISHVA SHAKTI DURGA MANDIR ASSOCIATION
BYLAWS - INCORPORATING AMENDMENTS APPROVED AT THE 10 APRIL 2022 AGM
A by-law relating generally to the conduct of the affairs of
(The "Corporation")
BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
"Articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
"Board" means the board of directors of the Corporation and "director" means a member of the board;
"By-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
"Meeting of members" includes an annual meeting of members or a special meeting of members; "Special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
"Ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the vote’s case on that resolution;
"Proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"Special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
In the interpretation of this by-law, words in the singular include the plural and vice- versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by the President together with either Secretary or Treasurer. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. 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.
5. Financial Year
The financial year end of the Corporation shall be December 31 in each year.
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time to further the objective and purpose of the corporation:
i. Borrow money on the credit of the corporation;
ii. Issue, reissue, sell, pledge or hypothecate debt obligations of the corporation to a limit of $25,000 in any financial year; and
iii. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation to a limit of $25,000 in any financial year;
iv. Delegate such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law;
v. Board of directors will need approval of the General Body to borrow money in excess of $25,000 in any financial year on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.
The Corporation shall notify the members through its website and posting notice on the temple notice board that the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act are available at the registered office of the corporation and any member may, on request, obtain a copy of free of charge at the registered office or by prepaid mail. The annual financial statements of the corporation shall be either audited or reviewed by a licensed public accountant in compliance with NPF Act. The audited or reviewed annual financial statements shall be presented for approval at the AGM.
Subject to the articles, there shall be four classes of members in the Corporation, namely,
• Annual Individual Member
• Annual Family Member
Duration of Annual memberships shall coincide with the financial year. Annual memberships taken out during any year shall expire on December 31st of that year.
• Individual Life Member
• Family Life Member
1. Individuals who subscribe to the aims and objectives of the association and are of 18 years or above in age may apply for the membership either for Annual Membership or Life Membership. All members will be obliged to pay such membership fee as may be fixed annually by the board of directors from time to time, the first payment shall be due at the initial application for membership. Thereafter, the annual members shall also be obliged to renew their membership annually and pay annual subscription.
2. Annual Family membership consists of a family unit comprising of husband and wife either by marriage or common law and children below 18 years and unmarried. Annual Family membership unit is obliged to pay such membership fee as may be fixed annually by the board of directors from time to time, the first payment shall be due at the initial application for membership. Thereafter, the unit shall also be obliged to renew their membership annually and pay annual subscription.
3. Family Life membership consists of a family unit comprising of husband and wife either by marriage or common law and children below 18 years and unmarried. Family life membership unit is obliged to pay such membership fee at the time of their application for membership as may be fixed annually by the board of directors from time to time.
4. Each member of either class of membership and of 18 years or above shall be entitled to one (1) Vote only. For clarity, family members, whether annual or life, shall have two (2) votes collectively or one vote per person above the age of 18 years who shall be husband and wife either by marriage or common law.
The board of directors of the Corporation shall, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
Membership is not transferable.
Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, at least 21 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery. It shall be the members’ responsibility to ensure that the correct contact information is provided to the Association.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 15% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxy holder, and one or more alternate proxy holders, who are required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:
a) A proxy is valid only at the meeting in respect of which it is given or at a continuation of that
meeting after an adjournment;
b) A member may revoke a proxy by depositing an instrument or act in writing executed
i) At the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
ii) With the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;
c) A proxy holder or an alternate proxy holder has the same rights as the member by whom
they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxy holder or an alternate proxy holder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;
d) A form of proxy that, if signed, has the effect of conferring a discretionary authority in
respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect.
Pursuant to Section 197(1) of the Act, a special resolution of the members (and if Section 199 applies, a special resolution of each class of members) is required to make any amendment to the articles or bylaws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
e) Maximum of 02 proxies are allowed to be collected by any election seeking member.
Members shall be notified of the membership dues at any time payable by them no later than December 31st and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation and such defaulting member shall be required to apply for reinstatement. The notice shall be posted on corporation’s
The membership dues are as per Annexure II which may be varied, amended, increased or decreased by the board of directors from time to time.
A membership in the Corporation is terminated when:
a. the member dies or resigns;
b. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
c. the member's term of membership expires; or
d. the Corporation is liquidated and dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
a. violating any provision of the articles, by-laws, or written policies of the Corporation;
b. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
c. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty one (21) day notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within twenty one (21) day period starting from the date of the suspension notice. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty one (21) days from the date of receipt of the submissions. The board's authority, however, is limited to suspension of the membership. All decisions to expel a member shall be recommended by the board to be approved or rejected by member body at a special member meeting or annual general meeting.
During the period of suspension, all privileges attached to the member shall also remain suspended.
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board.
The annual meeting of the members shall be held in the month of April each year:
• To approve minutes of last Annual General Meeting
• To receive annual report of the President;
• To receive and adopt the financial statement/report of the previous financial years;
• To elect new board of directors;
• To deliberate upon any proposal placed before it including matter of operation or expansion of the temple;
• To approve, amend or repeal any amendment to the by-law.
• To dispense any other matters arising from last annual general meeting or raised by members at the Annual General Meeting.
The new board shall assume office from May 1 and remain in office up to April 30 or next Annual General Meeting whichever is later.
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by- laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the President of the meeting or by resolution of the members.
In the event that the President of the board and the vice-Presidents of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their members to Preside at the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 30 (thirty) percent of the members entitled to vote at the meeting or 30 members whichever is lower. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the President of the meeting in addition to an original vote shall have a second or casting vote.
Participation at meetings of members shall not be by telephonic, electronic or other communication facility.
Meetings of members shall not be held entirely by telephonic, an electronic or other communication facility.
The board shall consist of a minimum of four (4) and maximum number fifteen (15) elected directors. The directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed shall not exceed one-third (1/3) of the numbers of directors elected at the previous annual meeting of members.
26. Qualification of directors:
• To be eligible to be director of the corporation, a member must be in good standing for a period of 1 month prior to election, at the time of election and during the terms of directorship.
• No person shall be director of the corporation for more than two consecutive terms or 4 years whichever is less;
• Only One person of a family unit can contest for position of director.
The Board shall appoint a Nominating Committee at least 30(thirty) days prior to the AGM date.
The nominating committee will consist of three (3) members in good standing, appointed by the board of directors.
The nominating committee shall:
• Invite and receive nominations for all positions of the Board, as applicable.
• Make every effort to ensure that there is at least one candidate for each position.
• Verify the eligibility of all candidates and present the list to the Board. The nominating committee shall not express any preferences for contesting candidates.
• Preside over the election, tabulate and declare the result which shall be final and binding on all members.
At the first election of Directors following the approval of this by-law, one-half (1/2) directors shall be elected for a two-year term and one-half (1/2) directors shall be elected for a one-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for two-year (2) terms.
1. RESIGNATION AND REMOVAL OF A DIRECTOR:
• A director may resign from the board at any time by giving two weeks’ notice to the President or Secretary of the Board. Any Director who is absent from three consecutive meetings without due notice and valid reasons, may be removed from his/her position by an ordinary resolution of the Board of Directors. The removed Director should be replaced by a new appointee selected by an ordinary resolution of the board of directors. The removed director shall immediately handover all the assets and properties of the association that may be in his/her possession to the President of the association for the board to discharge him/her of directorship liabilities. At the next AGM, the Board's decision to remove the director shall require ratification by ordinary resolution. The Director removed in this manner shall have the right to appeal at a members meeting. The members meeting may be the next AGM or a special general body meeting called in accordance with clause 12 of the constitution.
• A director may also be removed at a member meeting if in the opinion of the board or members, the director does not subscribe to the aims and objective of the association. The board, however, can suspend one or more director from the board of directors pending decision at a members meeting. All decisions to expel a member shall be recommended by the board to be approved or rejected by member body at a special member meeting or annual general meeting.
During the period of suspension, all privileges attached to the position of directorship shall also remain suspended.
Meetings of the board may be called by the President of the board, the vice-President of the board or any two (2) directors at any time.
The Board shall appoint a day or days in month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and the time of the regular meetings of the board shall be sent to each director after being passed and no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 7 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specifies the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
A quorum at any meeting of the board of directors (unless a greater number of members are required to be present by the Act) shall be at least one-half (1/2) of the total numbers of directors. If a quorum is present at the opening of a meeting, the board meeting may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the President of the meeting in addition to an original vote shall have a second or casting vote.
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the Corporation shall appoint following officers:
• President of the Board
• Vice-President 1
• Vice-President 2
• Vice-President 3
• Secretary
• Assistant Secretary
• Treasurer
• Assistant Treasurer
• Public Relation Officer
• Member-at-large (3 Positions)
The roles, responsibilities, powers and duties of all above named officers of the Corporation shall be as described in Annexure 1 or such as the terms of their engagement call for or as the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
a. the officer's successor being appointed,
b. the officer's resignation,
c. such officer ceasing to be a director (if a necessary qualification of appointment) or d. such officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a member in good standing to fill such vacancy.
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
Provided that all the acts, undertakings and contracts entered into by the board of directors on behalf of the associations are legal and in accordance with the by-laws, the association shall indemnify and keep harmless the directors of the association from any litigation and claims brought against the directors. The association may take out appropriate Indemnity Insurance Policy to safeguard the interest of association.
Subject to the articles, the board of directors or members may propose to make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such proposal to make, amend or repeal shall be submitted to meetings of members where it may be confirmed, rejected or amended by the members by ordinary resolution.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act.
Subject to matters requiring a special resolution of the members, this by-law shall be effective when made by the board.
CERTIFIED to be By-Law No 2 of the Corporation, as enacted by the directors of the Corporation by the resolution on the 15th day of April 2018 and confirmed by the members of the corporation by special resolution on the 15th day of April 2018.
Dated as of 10th day of April 2022.
ANNEXURE 1
President: The President of the board, if one is to be appointed, shall be a director. The President shall, when present, preside at all meetings of the members of the Association and of the Board of Directors. The President shall also be charged with the general management including appointment of priest(s) in consultation with board of directors, and supervision of the affairs and operations of the Association. The President with the Secretary or other officer appointed by the board for the purpose shall sign all by-laws and documents.
During the absence or inability of the President, his duties and powers shall be exercised by VicePresident 1. During the absence or inability of the President and the Vice-President 1, the duties and powers of the President shall be exercised by the Vice-President2. During the absence of the President, Vice President1, and Vice President 2, the duties and powers of the President shall be exercised by the Vice President 3. During the absence or inability of the President and the three Vice- Presidents, the duties and powers of the President shall be exercised by the person elected by the simple majority of the Board members present at that meeting.
Vice- President 1 Operations: The Vice President 1, if one is to be appointed, shall be a director and shall be responsible for operations, educational and religious activities of the temple. During the absence or inability of the President, his duties and powers may be exercised by the Vice- resident1
Vice- President 2 Finance: The Vice President 2, if one is to be appointed, shall be a director and shall be responsible for all financial activities including fund raising and all financial matters of the Association. VP2 together with the Treasurer and Assistant Treasurer shall establish and implement procedures to ensure proper collection of donated monies as well as any other monies such as monies raised by fund raising drives etc., depositing, recording, issuing receipts, preparation of accounts and having the accounts audited prior to the Annual General Meeting. During the absence or inability of the President and Vice President 1, their duties and powers may be exercised by the Vice-President 2
The Vice President 3-Property: The Vice President 3, if one is to be appointed, shall be a director and shall be responsible for all matters relating to the Associations' property or properties. The responsibilities shall include:
• Building drawings, records, maintenance manuals etc.
• Compliance with the requirements of the authorities having jurisdiction. Regular preventative maintenance programs and maintenance contracts for items such as Lawn maintenance, Snow clearing, Furnace, Water heater and air conditioning etc.
• Repairs and renovations etc. Planning, budgeting and implementation of short- and long-term projects. Evaluate all projects and maintenance requirements, prepare budgets and present to the Board, complete with recommendations
• Building's use, rental, clean up, related supplies etc.
• Matters relating to acquisition of new properties when applicable.
Secretary: The Secretary, if one is to be appointed, shall be a director. The secretary shall record all facts and minutes of all proceedings of all meetings in the books kept for that purpose. He shall give all notices required to be given to the members and to directors. He shall be the custodian of the seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Association which he shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the Board of Directors.
Assistant Secretary: The Assistant Secretary, if one is to be appointed, shall be a director. In the absence of the Secretary, the duties and powers of the Secretary shall be exercised by the Assistant Secretary. Assistant Secretary will also assist Secretary with his above duties.
Treasurer: The Treasurer, if one is to be appointed, shall be a director The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Association under the direction of the Board of Directors, taking proper vouchers thereof and shall render to the Board of Directors at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Association. He shall also perform such other duties as may from time to time be determined by the Board of Directors.
Assistant Treasurer: The Assistant Treasurer, if one is to be appointed, shall be a director In the absence of the Treasurer, the duties and powers of the Treasurer shall be exercised by the Assistant Treasurer. Assistant Treasurer will also assist Treasurer with his above duties including maintaining a current membership list.
Public Relations Officer: To Assist and advise the Board of directors by participating in Mandir’s daily activities. Act as Public Relation person on behalf of the Association. Release all public notices, communications and media release which are approved by the Board of Directors. Assist the Board in contacting government agencies for grants and regulatory requirements
Assist the Board in their functions and he shall also perform such other duties as may from time to time be determined by the Board of Directors
MEMBERSHIP FEE STRUCTURE effective until amended, varied, increased or decreased by board of directors:
1 . Annual Membership (Individual): $ 31.00
2 . Annual Membership (Family): $ 51.00
3 . Individual Life Membership: $ 301.00
4 . Family Life Membership: $ 501.00