By-Laws

By-Laws

 By-Law No. 1

 A by-law relating generally to the conduct of the affairs of the MULTICULTURAL, EDUCATIONAL RECREATIONAL COMMUNITY CENTRE OF OTTAWA (hereinafter “MERCCO”)

 

Be It Enacted as a by-law of MERCCO as follows:

 

Head Office

1. The head office of MERCCO shall be situated in the City of Ottawa, Province of Ontario, or at such address as the board may, by resolution, determine. MERCCO may, by a by-law, change the place or municipality and the province in which the registered office of MERCCO shall be situated.

 

Conditions of Membership

2. Membership in MERCCO shall be limited to persons interested in furthering the objectives of MERCCO and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of MERCCO.

 

3. Annual membership fees in the amount of $25.00 shall be due on joining and payable to the Treasurer upon joining.

 

4. Any member may withdraw from MERCCO by delivering to MERCCO a written resignation and lodging a copy of the same with the secretary of MERCCO.

 

5. Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.

 

Members' Meetings

6. The annual or any other general meeting of the members shall be held at the head office of MERCCO or at any place in Ontario as the board of directors may determine and on such day as the said directors shall appoint.

 

7. The members may consider and transact any business either special or general at any meeting of the members.

 

8. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of MERCCO.

 

9. Fourteen (14) days' notice shall be given to each voting member of any annual or special general meeting of members.

 

10. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken.

 

11. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of MERCCO.

 

12. A majority of the 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.

 

13. The Board of Directors shall seek advice from members at large at the Annual General Meeting. The Board of Directors shall have final decision-making authority to decide on issues that may arise at the annual general meeting.

 

14. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of MERCCO 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.

 

Financial Statements

15. At every annual meeting, in addition to any other business that may be transacted, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year.

 

Board of Directors

16. The property and business of MERCCO shall be managed by a board of directors, comprised of a minimum of three directors.

 

17. Eligible candidates for the President, Vice-President, Treasurer and Secretary positions (Executive Directors) shall have a minimum of one year of volunteer experience with MERCCO as a director.

 

18. A) Eligible members-at-large candidates shall have a minimum of 6 months volunteer experience with MERCCO as a member at large.

B) Members-at-large shall be required to be active members for 90 days before being eligible to vote.

 

19. Two weeks before being presented as candidates before the AGM, eligible Candidates shall provide the Elections Committee with a curriculum vitae that fits the profile needs of the available position, TWO (2) letters of reference from a community organization that support his or her candidacy, a criminal record check not older than one week and evidence that they have not been assigned in bankruptcy within the last seven (7) years.

 

20. Eligible candidate shall be supported by two current board of director members and shall provide evidence that he or she is not indebted to Canada Revenue Agency or other creditors.

 

21. Eligible candidates shall be interviewed by an Elections Committee prior to being presented before the annual general meeting.

 

22. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the resolution at a meeting of members duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age, with power under law to contract.

 

23. Members of the Board of Directors shall attend a minimum of eighty-five percent (85%) of all general meetings. Justified absences, shall be filed with the Secretary as soon as possible and, once approved, do not count as absences.

 

24. Directors shall be elected by the members at an annual meeting of members.

 

25. The office of director shall be automatically vacated:

A. if at a special general meeting of members, a resolution is passed by two-thirds (2/3) of the votes cast in favour of the removal of the director

B. if a director has resigned his office by delivering a written resignation to the secretary of MERCCO;

C. if he is found by a court to be of unsound mind;

D. if he becomes bankrupt or suspends payment or compounds with his creditors;

E. on death;

provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of MERCCO.

 

26. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving MERCCO as an officer or in any other capacity and receiving compensation therefor.

 

27. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

 

28. The directors of MERCCO may administer the affairs of MERCCO in all things and make or cause to be made for MERCCO, in its name, any kind of contract which MERCCO 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 MERCCO is by its charter or otherwise authorized to exercise and do.

 

29. The directors shall have power to authorize expenditures on behalf of MERCCO from time to time and may delegate by resolution to an officer or officers of MERCCO 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 interest of MERCCO in accordance with such terms as the board of directors may prescribe.

 

30. The board of directors is hereby authorized, from time to time

A. to borrow money upon the credit of MERCCO, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;

B. to limit or increase the amount to be borrowed;

C. to issue or cause to be issued bonds, debentures or other securities of MERCCO and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;

D. to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of MERCCO, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of MERCCO, and the undertaking and rights of MERCCO.

 

31. The board of directors shall take such steps as they may deem requisite to enable MERCCO to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of MERCCO.

 

32. 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.

 

33. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution.

 

Directors' Meetings

34. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours notice of such meeting shall be given to each director. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of MERCCO shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.

 

35. A majority of directors in office, from time to time, but no less than two directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of MERCCO.

 

Former Executive Members

36. Withdrawing member shall facilitate their departure by providing their replacing member with all information, signing authority, etc. required by the replacing member to successfully replace the withdrawing member.

 

Indemnities to Directors and Others

37. Every director of MERCCO and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of MERCCO, from and against;

A. all costs, charges and expenses which such director, sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of 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 and 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 wilful neglect or default.

 

Duties of the Executive Directors

38. The president shall be the Chief Executive Board Member of MERCCO. He shall preside at all meetings of MERCCO and of the board of directors. He shall have the general and active management of the affairs of MERCCO. He shall see that all orders and resolutions of the board of directors are carried into effect.

 

39. 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 imposed upon him by the board of directors.

 

40. The Treasurer shall have the custody of the funds and securities of MERCCO and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of MERCCO in the books belonging to MERCCO and shall deposit all monies, securities and other valuable effects in the name and to the credit of MERCCO in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of MERCCO as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting 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 MERCCO. He shall also perform such other duties as may from time to time be directed by the board of directors.

 

41. The Secretary, when in attendance, shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the secretary shall be. The secretary shall be the custodian of the seal of MERCCO.

 

42. The duties of all other officers of MERCCO shall be such as the terms of their engagement call for or the board of directors requires of them.

 

Execution of Documents

43. Contracts, documents or any instruments in writing requiring the signature of MERCCO, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon MERCCO without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of MERCCO to sign specific contracts, documents and instruments in writing. The directors may give MERCCO's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of MERCCO. The seal of MERCCO when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

 

Minutes of Board of Directors (And Executive Committee)

44. The Secretary shall maintain a record of attendance for all members of the Board of Directors.

The Secretary shall maintain detailed minutes of all meetings. Meeting minutes shall be written in English.

 

45. The minutes of the board of directors (or the minutes of the executive committee) shall not be available to the general membership of MERCCO but shall be available to the board of directors, each of whom shall receive a copy of such minutes.

 

Financial Year

46. The financial year of MERCCO shall be determined by the board of directors.

 

Amendment of By-Laws

47. The by-laws of MERCCO or a new by-law may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the by-law at a meeting of members duly called for the purpose of considering the said by-law.

 

Auditors

48. The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of MERCCO 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.

 

Books and Records

49. The directors shall see that all necessary books and records of MERCCO required by the by-laws of MERCCO or by any applicable statute or law are regularly and properly kept.

 

Rules and Regulations

50. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of MERCCO as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of MERCCO when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

 

Interpretation

51. In these by-laws and in all other by-laws of MERCCO 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 corporations.