NAME AND SEAL............................................................................................................. 1
HEAD OFFICE.............................................................................................................. 2.
3
AIMS AND OBJECTIVES ............................................................................................... 4
NATURE AND STRUCTURE.................................................................................. 5,
6, 7
MEMBERSHIP............................................................................................................... 8,9
CHAPTERS................................................................................................. 10,
11, 12, 13
DUES......................................................................................................................... 14,
15
LOSS OF MEMBERSHIP.................................................................... 16,
17, 18, 19, 20
BOARD OF DIRECTORS................................................................................. 21,
22, 23
ELECTIONS.............................................................................................................. 24,
25
POWERS OF DIRECTORS................................................................ 26,
27, 28, 29, 30
OFFICERS................................................................................................................ 31,
32
DUTIES OF OFFICERS............................................................................. 33,
34, 35, 36
EXECUTION OF DOCUMENTS................................................................................... 37
MEETINGS............................................................................................ 38,
39, 40, 41, 42
NOTICE OF MEETINGS............................................................................. 43,
44, 45, 46
QUORUM......................................................................................................................... 47
COMMITTEES....................................................................................... 48,
49, 50, 51, 52
REMUNERATION........................................................................................................... 53
AMENDMENTS TO THE BY-LAWS............................................................................. 54
VOTING.................................................................................................. 55,
56, 57, 58, 59
FISCAL YEAR................................................................................................................. 60
AUDITOR......................................................................................................................... 61
BOOKS AND RECORDS....................................................................................... 62,
63
RULES AND REGULATIONS....................................................................................... 64
INTERPRETATION................................................................................................... 65,
66
HOLD HARMLESS - INDEMNITY................................................................................. 67
DISSOLUTION.......................................................................................................... 68,
69
NAME AND SEAL
1.The name of the Corporation shall be Dialogue Canada -
Education, Communication, Participation. The seal, an impression thereof is stamped in the margin hereof, shall be the seal of Dialogue Canada - Education, Communication, Participation.
HEAD OFFICE
2. The Head Office of the Corporation shall be in the City
of Ottawa, in the Province of Ontario.
3. The Corporation may establish and/or dissolve, by
resolution of the Board of Directors, such other offices and agencies elsewhere
in Canada as may be deemed expedient from time to time by the said Board.
AIMS AND OBJECTIVES
4. The aims and objectives of the Corporation, as stated in
the Letters Patent, shall be:
(a) to promote understanding and appreciation in Canada
between people of different cultural, racial and regional backgrounds in the
context of gender equity;
(b) to study and demonstrate the interdependent
relationships and benefits between Canada's dualism, multiculturalism and
aboriginal foundations;
(c) to promote harmony through: (i) education, communication
and participation; and (ii) the Canadian values of civility, compromise; and
(iii) the evolutionary working-out of common problems;
(d) to help Canadians to reach out to one another, to
overcome fears and suspicions, and to move, through dialogue, toward community.
NATURE AND STRUCTURE
5. The Corporation shall consist of all its members in good
standing.
6. The Corporation shall have a Board of Directors directly
responsible to the membership and from
which shall be formed an Executive Committee consisting of a president, a
vice-president, a secretary, and a treasurer.
7. The Board may appoint any committee that it deems
appropriate.
MEMBERSHIP
8. Members in good standing are those who shall have
acquitted any and all financial obligations to the Corporation and who continue
to support the aims and objectives of the Corporation.
9. Membership shall be subject to approval by the Board of
Directors. A list of new members shall be distributed to the board at each
meeting.
CHAPTERS
10. The Corporation shall no longer consist of chapters
except for those already in existence at the time these by-laws come into
effect; namely, Ottawa, Chelsea, Toronto, and Victoria.
11. All existing chapters mentioned above shall remain in
existence with the same structure as under the previous by-laws (July 31st,
1992).
12. Such existing chapters shall be dissolved by a
resolution of the board if they have been inactive for two (2) consecutive
years.
13. When a chapter is dissolved, all funds held by the
chapter are to be turned over to Dialogue Canada and a report of this transfer
of funds shall be made to the board by the treasurer and / or the president.
DUES
14. Membership dues shall be as decided from time to time by
the Board of Directors. Dues shall be payable with submission of membership
application and within thirty (30) days of the beginning of the fiscal year
each and every year thereafter. Upon the expiration of a further thirty (30)
days, a member who has not paid his dues is deemed to have resigned and is no
longer a member unless the board has passed a resolution extending the period
to pay the dues.
15. All dues and
assessments shall be paid to Dialogue Canada and delivered to the Head Office.
LOSS OF MEMBERSHIP
16. Membership may be lost by resignation or revocation.
17. Resignations shall be addressed in writing to the Secretary
of the Corporation.
18. Membership may be revoked
for cause by a vote of the Board of Directors. Cause shall be deemed to be
:
(a) disregard or non-adherence to
the aims and objectives of the Corporation;
(b) any conduct or behavior which is deemed by the Board to
be prejudicial to the aims and objectives of the corporation.
19. Before the Board decides to revoke the membership, the
member shall be advised in writing by the president or secretary stating
specifically the grounds for revocation and shall be invited to attend a board
meeting or to present in writing to the board before a specified date reasons
why his/her membership should not be revoked.
20. The decision of the Board, which is final, shall be
conveyed to the member in writing at his last known address.
BOARD OF DIRECTORS
21. The property and the business of the Corporation shall be managed by a Board of eleven directors elected at an annual meeting of the members of the corporation. At any time, the Board may co-opt replacements for any departing directors to serve until the end of the departing director(s)' term or until the next Annual General Meeting whichever is the later of the two.
22. With the exception of the co-opted Directors who shall
become Directors in the manner and for the period set out in article 21
immediately above, Directors shall be elected for a period of two (2) years by
the members of the Corporation attending the Annual General Meeting.
23. The office of Director shall be automatically vacated:
(a) if a Director resigns from office by delivering a
written resignation to the Secretary of the Corporation;
(b) if the Director is found by a Court of Law to be of
unsound mind;
(c) if a Director is absent without excuse for three
meetings, as noted in the minutes of the meetings of the Board of Directors, he
is deemed to have resigned his function and the Board can co-opt another
Director;
(d) if a Director becomes bankrupt or in any way has a
proven conduct prejudicial to the Corporation ;
(e) if at an Annual General Meeting or a Special General
Meeting of the members a resolution is passed by a majority of seventy-five
percent (75%) of members present in person or represented by proxy, that a
Director be removed from office providing just cause be shown and providing
that written notice has been given, at least 30 days prior to the meeting, to
all members including the director involved. The decision shall be conveyed to
the director in writing at his last address known;
(f) upon death.
ELECTIONS
24. Not later than forty-five (45) days before the Annual
General Meeting, the Board shall appoint a nominating committee composed of
three board members, one of whom shall be designated as chairman, to draw up a
list of candidates to fill the vacant position(s). The nominating committee
shall notify, in writing, all members in good standing, at least 30 days before
the annual general meeting, that they should forward nominations for directors
to the nominating committee no later than 8 days prior to the AGM.
This list shall be
presented at the Annual General Meeting.
Nominations shall not be accepted from the floor unless there is a
vacant position to fill that was not provided for by the nominating committee.
If an election is necessary, it shall be held only for that position and only
among the nominees from the floor.
Any vacant position for director that has not been filled by
the annual general meeting shall be filled by the board as it exists by
co-opting as soon as possible after the annual general meeting.
25. The election of the directors at the Annual General
Meeting shall be presided over by the Chair of the Nominating Committee. If there are no more candidates than the
positions to fill, the Chair will declare all the candidates elected. If there are more candidates than the
positions to fill, there shall be an election. The vote shall be by hand or by
secret ballot if such a ballot is requested by at least two members of the
corporation.
POWERS OF DIRECTORS
26. The Directors of the Corporation shall administer the
affairs of the Corporation in all things and make or cause to be made for the
Corporation, in its name, any kind of contract which the Corporation may
lawfully enter into and, except as hereinafter provided, generally, may
exercise all other such powers and do all such other acts and things as the
Corporation by its charter or otherwise is authorized to exercise and do.
27. The Board of Directors may 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 of Directors at the time of such appointment.
28. The Directors shall have the power to authorize
expenditures on behalf of the Corporation from time to time and may delegate,
by resolution, to an officer or officers of the Corporation the right to employ
and pay salaries to employees. The Directors shall have the power to enter into
a trust arrangement with a trust company for the purpose of creating a trust
fund in which the capital and interest may be made available for the benefit of
promoting the interests of the Corporation in accordance with such terms as the
Board of Directors may prescribe.
29. The Board of Directors may take such steps as they deem
necessary to enable the Corporation to acquire, accept, solicit or receive
legacies, gifts, grants, settlements, endowments, bequests and donations of any
kind whatsoever for the purpose of furthering the aims and objectives of the
Corporation.
30. Any Director who, because of his association with any
firm or person doing business with the Corporation shall make known his
interest and subsequently take no part in the discussion or vote on the matter
other than to answer questions which other members of the Board of Directors
may ask in order to enable them to make a decision in the best interests of the
Corporation.
OFFICERS
31. The Officers of the Corporation shall be elected by the
Board of Directors at its first meeting following the Annual General Meeting
and shall consist of a President, a
Vice-president, a Secretary and a Treasurer. The term of office shall be
determined by the board for each officer, but shall not exceed three years.
Officers remain in office until they are replaced. Any position which becomes
vacant may be filled by the board for the remainder of the term of the
departing officer.
32. Officers of the Corporation may be removed from office
if, at an Annual General Meeting or a Special General Meeting, a resolution is
passed by a majority of seventy-five
percent (75%) of those members present in person or represented by proxies;
providing just cause is shown; and providing that written notice has been given
to all members, including the officer or officers involved, at least 30 days
prior to the meeting.
DUTIES OF OFFICERS
33. The President shall be the Chief Executive officer of
the Corporation. He shall preside at all meetings of the Corporation and the
Board of Directors. He shall have the active and general management of the
affairs of the Corporation. He shall see that all orders and resolutions of the
Board are carried into effect.
34. The Vice-president shall, in the absence or 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
requested of him by the Board of Directors.
35. The Treasurer shall have the custody of the funds and
securities of the Corporation and shall keep or cause to be kept full and
accurate accounts of all assets, liabilities, receipts and disbursements of the
Corporation in the books belonging to the Corporation and shall deposit all
monies, securities and other valuable effects in the name and to the credit of
the Corporation in such chartered bank or trust company, or in the case of
securities, with such registered dealer in securities as may be designated by
the Board of Directors from time to time. He shall disburse the funds of the
Corporation as may be directed by proper authority taking proper vouchers for
such disbursements, and shall render to the President and Directors at the
regular meetings of the Board of Directors, or whenever they may require it, an
accounting of all the transactions and a statement of the financial position of
the Corporation. He shall also perform such other duties as may be from time to
time directed by the Board of Directors.
36. The Secretary shall attend all meetings of the
Executive, the Board and the general membership and act as the clerk thereof
and record all votes and minutes of all proceedings in the books to be kept for
that purpose. He shall give or cause to be given notice of all meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors of the Corporation, under whose supervision he shall be. He shall be custodian of the Corporation seal which he shall deliver only when authorized to do so and to seek a person or persons as may be named in the resolution.
If the secretary is absent or unable to act, the Board shall appoint someone to
act in his place.
EXECUTION OF DOCUMENTS
37. Contracts, documents or any instruments in writing
requiring the signature of the Corporation, shall be signed by any two (2)
Officers, as designated by the board, and all contracts, documents and
instruments in writing so signed shall be binding upon the Corporation without
any further authorization or formality. The Directors shall have the power to
appoint, from time to time, by resolution, an officer or officers on behalf of
the Corporation to sign specific documents, contracts and instruments in
writing. The Directors may give the Corporation's power of attorney to any
registered dealer in securities for the purpose oft the transferring of and
dealing with any stocks, bonds or any other securities of the Corporation.
MEETINGS
38. There shall be an Annual General Meeting of the members
of the Corporation no later than 60 days after the end of the fiscal year each
and every year, to be held at such location in Canada as may be determined by
the Board of Directors.
39. The
order of business for the Annual General Meeting shall be:
A Roll call
B Minutes of
the previous Annual General Meeting and any Special General meeting held in the
interim.
C Business
arising from the Minutes.
D Committee
Reports
E Report of the
President.
F Report of
the Treasurer for the year ended in the last 60 days.
G Report of the
auditors for the same year.
H Confirmation of all decisions taken by
the board or executive during the last fiscal year
I Amendments, Motions and Resolutions
J Nomination
of Auditors or Auditor
K Report of the
Nominations Committee and nominations from the floor, if required
L Other
Business.
40. Special General Meetings may be convened at the request
of Ten (10) regular members in good standing of the Corporation by forwarding a
request in writing to the Secretary stating the reason or reasons for convening
the meeting. The reason or object of the meeting shall be the sole and only
order of business to be transacted at such a meeting. The notice of such a
meeting shall contain sufficient information as to permit members to form a
reasoned judgement on the decision to be taken.
41. The Board of Directors shall meet as required but not
less than Four (4) times in any given year excluding the Annual General Meeting
and/or any special General meeting(s) held in that year. The time and place of
such meetings shall be at the discretion of the President.
42. Board and executive meetings may be held in person, by telephone or by proxy.
NOTICE OF MEETINGS
43. Notice of meetings for the Board of Directors and the
Executive Committee shall be sent by ordinary mail, e-mail or fax to be
received by each Director no later than eight days (8) prior to a board meeting
and three (3) days prior to an executive meeting, setting out the time, place
and order of business unless all members of the board or the executive agree to
a shorter notice or are present at the meeting.
44. Notice of the Annual General Meeting shall be sent by
ordinary mail, e-mail or fax to all members of the Corporation to be received
at least fourteen (14) days prior to the meeting, setting out the time, place
and order of business.
45. Notice of a Special General Meeting shall be sent by
ordinary mail, e-mail, or fax to all members of the Corporation to be received
at least Fourteen days (14) prior to the meeting setting out the time, place
and reason for such a meeting and the name of those members requesting the
meeting. The said notice shall further contain sufficient information
concerning the matter or matters constituting the reason for the said meeting
so that members are able to make a reasonable decision on such matter or
matters.
46. No error or
omission in giving notice of any Annual General Meeting or any adjourned
meeting, whether Annual or Special, of the members of the Corporation shall
invalidate such meeting or make void any decisions taken thereat and any member
may at any time waive notice of any such meeting and may ratify, approve and
confirm any or all decisions taken thereat. For the purpose of sending notice
to any member, Director or Officer for any meeting or otherwise, the address of
the member, Director or Officer shall be his last address, last e-mail address,
or last fax number as it appears on the books of the Corporation.
QUORUM
47. The quorum for meetings of the Board of Directors shall
be five (5) members thereof and the quorum shall be three (3) members for
meetings of the Executive Committee. The quorum for an Annual General Meeting
and a Special General meeting shall be fifteen (15) regular members in good standing.
COMMITTEES
48. There shall be an Executive Committee composed of the
Officers of the Corporation as set out in article 31.
(a) The duties of the
Executive Committee shall be to execute documents as set out in article 37 here
above, as and when required; to draft-policy for subsequent study and approval
or otherwise by the Board of Directors; and to supervise the routine affairs of
the Corporation.
(b) The Executive
Committee shall meet at such times as may be deemed necessary by the members
thereof in order to conduct properly the affairs of the Corporation, and at a
place designated by the President.
49. The Board of Directors may establish and dissolve
standing and ad-hoc committees as may be deemed appropriate from time to time
to study, report and recommend to the Board of Directors on specific short-term
or long-term issues which are deemed to require the attention of such
committees.
50. A hoc committees may be formed from time to time on the
sole authority of the Board of Directors and shall exist solely for the purpose
and duration of the project intended. Chairpersons of ad hoc committees shall
be by appointment and at the pleasure of the Board of Directors and may be
drawn from the regular membership in good standing of the Corporation.
51. Subject to any other provision as may be contained in
these by-laws, standing and ad hoc committees shall draw their members from the
members in good standing of the Corporation. At any time the committee may
invite any person to join the committee in an advisory capacity. However, only
regular members shall have voting power within a Committee.
52. The Board of Directors may remove any committee member
for cause.
REMUNERATION
53. Officers, Directors, and Committee members work in that
capacity without remuneration. Any
expense of a $100 or less incurred by an Officer, Director or member of the
Corporation in the performance of an official duty or function may be
reimbursed, by the treasurer upon approval by the president, without approval
of the board. As far as possible, such expenses should be supported by a
voucher and the request must be duly signed by the person asking for a
reimbursement. Any expenses over $100 has to receive prior approval from the
Board of Directors and must be supported by proper vouchers. The foregoing
proviso applies to any and all travel expenses claimed by any Officer,
Director, or member.
AMENDMENTS TO THE BY-LAWS
54. The by-laws of the Corporation may be repealed, modified
or amended by a resolution passed by a majority of the Board of Directors at a
meeting of the Board and sanctioned by, a majority of at least two-thirds (2/3)
of the members in good standing of the Corporation present in person or
represented by proxy at the Annual General Meeting or at a Special General
Meeting. The repeal, modification or amendment of any by-law shall not be
enforced or acted upon until the approval of the Minister of Industry Canada
has been obtained.
VOTING
55. Voting privileges are extended to all members in good
standing.
56. Votes by proxy shall be recognized providing that the
proxy is a member in good standing. Proxy votes shall be verified by a member
of the executive to ensure that they represent members in good standing. Proxy
votes, as much as possible, shall be recorded
on appropriate official forms provided by the Corporation, or any form to the
same effect for any circumstance where
such a vote may be applicable.
57. A reminder of proxy rights shall be contained in any
notice of meeting, where and when applicable.
58. In the case where a proxy form does not name a specific
member in good standing, such proxy shall be deemed to have been made in favor
of the Secretary of the Corporation, and such assignment shall be clearly
indicated on the proxy form.
59. At all meetings of the corporation, every question shall
be determined by a majority vote of members present unless the requirement of
an absolute majority is otherwise specifically provided by statute or these
by-laws.
FISCAL YEAR
60. The fiscal year of the Corporation shall be from the
first (1) day of the month of October of one year to the thirtieth (30) day of
the month of September of the following year.
AUDITOR
61. The members shall at each Annual General Meeting appoint
an auditor or Auditors to audit the books and accounts of the Corporation and
report to the members at the next Annual General Meeting provided that the
Board of Directors may fill any casual vacancy in the office of the auditor.
The remuneration, if any, of the auditor shall be fixed by the Board of
Directors.
BOOKS AND RECORDS
62. The Board of Directors shall see that all necessary
books and records of the Corporation required by the by-laws of the said
Corporation or by any applicable statute or law are regularly and properly kept.
63. Books, records or documents of the Corporation shall be
kept in either of Canada's official languages, and, where necessary, translated
into the other official language.
RULES AND REGULATIONS
64. The Board of Directors may prescribe such rules and
regulations not inconsistent with these by-laws relating to the management and
operation of the Corporation 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 Corporation when they shall be confirmed, and
failing such confirmation at such Annual General Meeting, shall, at and from
that time, cease to have any force and effect.
INTERPRETATION
65. In these and in any other by-law of the Corporation,
unless the context otherwise requires, words importing the singular number and
the masculine gender shall include the plural number and the feminine gender,
as the case may be and vice-versa, and references to persons shall include
firms and corporations.
66. Both language versions are equally authoritative. In the
case of a difference between the French and English texts of any provision of
this constitution, the text most consistent with the intention of the article
in accordance with the ordinary rules of legal interpretation shall prevail.
HOLD HARMLESS - INDEMNITY
67. Every Director or Officer of the Corporation or other
person who has undertaken or is about to undertake any liability on behalf of
the Corporation or any company controlled by it and their heirs, executors and
administrators and estate and effects, respectively, shall be indemnified and
saved harmless out of the funds of the Corporation from and against:
(a) all costs, charges and expenses which such Director,
Officer or other person sustains or incurs in or about any action, suit or
proceedings which is brought against him, or in respect of any act, deed,
matter or thing whatsoever, made, done, or permitted by him, in or about the
execution of the duties of his office or in respect of any such liability;
(b) all other costs, charges or expenses which he sustains
or incurs in or about or in relation to the affairs thereof, except such costs,
charges or expenses as are occasioned by his own default or wilful neglect.
DISSOLUTION
68. Any motion to dissolve the Corporation shall require
that all eligible voting members be given Thirty (30) days notice in writing'
of such motion and such motion shall be approved by two thirds (2/3) of the
members in good standing present in person or represented by proxy at the
Annual General Meeting or Special General Meeting where this motion is
presented. Should such motion be
carried, the President shall notify all members in writing before the said
President and other Officers of the Corporation shall be released of their
duties and all legal responsibilities.
69. In case of a dissolution and after payment of all just
debts and liabilities, the remaining assets shall be distributed to other
nonprofit organizations as may be designated by the Board of Directors. The
president must also notify and fulfill any other requirement prescribed by the
Minister of Industry Canada.
IN WITNESS WHEREOF we have here onto set our hands at the
City of Ottawa in the Province of Ontario, Canada, this
8th day of November, 2003.
Amendments concerning the seal of the corporation duly sanctioned by the members on September 17, 2004 have been incorporated.
Amendments increasing the number of directors to eleven (article 21) and (article 42) stating that Board and executive meetings may be held in person, by telephone or by proxy, were duly sanctioned by the members on November 22, 2006 and have been incorporated.
Updated on April 16, 2009.
Mise à jour le 16 avril 2009.
