|President||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 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 may be exercised by Vice-Presidents1. During the absence or inability of both the President and the Vice-President1 the duties and powers of the President shall be exercised by the Vice-President 2. During the absence or inability of both the President and the 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||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-President1|
|Vice-President 2 Finance||Responsible for all fund raising activities and community relations of the temple. During the absence or inability of the President and Vice President 1, his duties and powers may be exercised by the Vice-President 2|
|Secretary and Assistant Secretary||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. 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 and Assistant Treasurer||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. 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.|
|Past President||Shall provide continuity and the guidance in the board as an ex officio, who does not have the voting right in the current board.|
|Member-at- Large (3)||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|
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.
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.
22. Unless otherwise ordered by the Board of Directors, the fiscal year of the Association shall be the calendar year.
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.
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.
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.
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.
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.
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.
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.