By-Laws

 

  

AFRICAN CANADIAN SOCIAL DEVELOPMENT COUNCIL

 

October 16, 2001


 

By-law No. 1

 

A By-law relating generally to the transactions of business and affairs of the African Canadian Social Development Council.

 

ARTICLE 1: Name

The name of the organization shall be African Canadian Social Development Council (ACSDC).

 

 

ARTICLE 2: Aims and Objectives

The Aims and Objectives (the ‘Aims and Objectives’) of the African Canadian Social Development Council (ACSDC) are:

 

2.01
          To act for the improvement of social, economic and cultural conditions of African Communities and the mitigation of their sufferings throughout the world, and to co-operate  and co-ordinate with other agencies in rendering assistance to African immigrants and refugees;

 2.02

       To develop the highest standards of participation in the democratic process by the African Canadian Communities Social Development Council (ACSDC) community by encouraging, carrying on and participating in activities of a national, cultural and humanitarian nature in the furtherance of the best interests of Canada and its Canadian African community;

 2.03

       To act in matters affecting the status, rights and welfare of the Canadian African community and other Diaspora communities and advice means of overcoming influence of all forms of socio-economic discrimination;

2.04
       To investigate racism and to devise means of overcoming its influence universally and in Canada in particular; and to promote understanding and goodwill among all segments of society within a multicultural Canada and devise means of overcoming influence of all forms of socio-economic discrimination;

 2.05

      To identify problems affecting the foregoing objects, to conduct research and encourage studies thereon, and publish periodicals, pamphlets and other literature and information on the work of the Corporation in the furtherance of its objects;

2.06
       To raise funds, to collect, and receive monies and property, by contribution, subscriptions, gifts, legacies and grants for the objects of the Corporation for any special purpose it may determine or as may be directed by donors, consistent with its aforesaid objects.

 

ARTICLE 3: Core Values

  1. Equal representation by gender and age

No one should be included.

 

  1. All geographic areas to be represented.

 

  1. Cultural and religious diversity.

 

  1. Recognize and maintain African heritage within Canadian context

 

  1. Foster a united African voice i.e. promote and maintain unity within the African community

 

  1. Common African interest before individual interest

 

  1. Governance process must be democratic, transparent and accountable. Prioritize the needs of the vulnerable: Women, Children, Youth, Seniors and Disabled.

 

  1. Respect and promote all universally, nationally and provincially accepted human rights

 

ARTICLE 4: Membership

 

4.01 Applications and Dues.
  Applicants for membership in the Corporation shall only be admitted for membership. The Secretary or her designate of its admission as a member shall promptly inform each member. There shall be no dues or fees payable by members except as may from time to time be fixed by three quarters (3/4) vote of the Board, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting as per section 4.09 hereunder.

 4.02 Membership Dues.

 Membership fees shall be reviewed and set by the Board of Directors at the second meeting following the Annual General meeting.

Membership dues, assessments and similar obligations (“assessments”) may only be levied if authorized by:

.01 Three quarters (3/4) of the directors; and

.02 two-thirds (2/3) of the votes of members eligible to vote at annual or other general meeting, notice which shall include notice of intention to seek such authority.

Notice of an assessment shall be mailed to each member.

 

4.03 Voting of Members.
  Save as otherwise provided herein, each organizational member of the Council shall be entitled to one vote at all meetings of the members of the Council. In the event of a tie vote, the matter will be re-opened for discussion and there will be a fresh vote. No members shall be entitled either in person or by proxy to vote at meetings of the corporation unless the member organization has paid all dues and fees, if any, then payable by it.

 

4.04 Holding Office.
  No person shall be qualified to hold office in the Corporation as a director unless she is a member of the Corporation at the time of her election or appointment as a director.

 

4.05 Transfer of Membership.
  The interest of a member in the organization is not transferable, and lapses and ceases to exist upon the closure of the organization or when or when the organization ceases to be a member by resignation or otherwise in accordance with by-laws of the Council.

 

4.06 Revocation of Membership.
  Any member may be expelled from the Council for cause by a two-thirds (2/3) vote taken by ballot of the members present and eligible to vote at an annual or other general meeting of the members.

 

4.07 Termination of Membership.
  A membership in the Council automatically terminates upon the happening of any of the following events:

 

 

.01    the member resigns in writing as a member of the Council;

 

.02    the member ceases operation;

 

.03    the member is expelled from the Council pursuant to section 4.06;

 

.04    if an assessment under the authority of section 4.08 remains unpaid for more than three (3) months after notice of the assessment has been given to the member;

 

Notwithstanding termination of membership, a former member remains liable for any assessment levied under the authority of section 4.08 prior to termination of her membership.

 

4.08 Membership Year.
  The Corporation’s membership year shall run from January 01, to December 31.

 

4.09 Liability of Members.
  Members shall not be held answerable or responsible for any act, default, obligation or liability of the Council or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation.

 

4.10 Annual General Meeting.
All members have the right to attend annual meetings. The annual meeting of the members shall be held each year within Toronto and vicinity, at a time, place and date determined by the Board, for the purpose of:

.01    hearing and receiving the reports and statements required by the Council Act to be read at and laid before the Council at an annual general meeting;

.02    electing such directors as are to be elected at such annual meeting;

.03    appointing the auditor and fixing or authorizing the Board to fix her/his remuneration;

.04    receiving the financial statements and the report of the auditors brought before the meeting; and

.05    the transaction of any other business properly brought before the meeting without any notice thereof.

 

4.11 General Meeting.
  The Board at any time calls a general meeting of members for the transaction of any business, the general nature of which is specified in the notice calling the meeting. A general meeting of members shall also be called at the written request of one-fifth (1/5) or more members of the Council

 

4.12 Notice of Meetings.
  Notice of the time, place and date of meetings of members and the general nature of the business to be transacted shall be given at least twenty one (21) days or more before the date of the meeting to each member entitled to notice of the meeting (and in the case of an annual general meeting to the auditor of the Corporation) by sending by prepaid mail to the last address of the addressee as shown on the Council’s records.

 

 

4.13 Quorum.
  A Quorum for the transaction of business at meetings of members shall be the smallest whole number that is not less than one-fifth (1/5) of the members.

 

4.14 Voting by Members.
  

.01    Unless otherwise required by the provisions of the Council Act or the by-laws of the Council, all questions proposed for consideration at a meeting of members shall be determined by a majority of the votes cast by members entitled to vote. In the case of an equality of votes, the question will be reopened for discussion and voted upon again. The person presiding at the meeting shall not be entitled to a casting vote;

 

.02    Organizations who have not been members for the immediate preceding year must have been members at least seven days prior to the date of the General or Annual General Meeting to be eligible to vote;

 

.03    Organizations who have been members for the immediately preceding year are eligible to vote if they renew their membership prior to the commencement of the General or Annual General Meeting

 

4.15 Proxies.
   Every member entitled to vote at meetings of members may by means of a proxy appoint a person who need not to be a member as her nominee, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy shall be in writing, shall be executed by the member entitled to vote or her attorney authorized in writing, or, if the member is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized, and ceases to be valid one year from its date. Subject to the requirements of the Corporations Act, a proxy may be in such form as the Board from time to time prescribes or in such other form as the Chairperson of the meeting may accept as sufficient, and shall be deposited with the secretary of the meeting before any vote is called under its authority, or at such earlier time and in such manner as the Board may prescribe.

 

4.16 Show of Hands.
   At all meetings of members every question shall be decided by a show of hands unless otherwise required by a by-law of the Corporation or unless a secret ballot poll is required by the Chairperson or requested by any member entitled to vote, or proxy holder for a member entitled to vote. Upon a show of hands, every member entitled to vote, or proxy holder for a member entitled to vote, present in person shall have one vote. Whenever a vote by show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chairperson that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Corporation is conclusive evidence of the fact without proof of the number of proportion of votes recorded in favour of or against the motion.

 

4.17 Chairperson of Meeting.
    In the absence of the President the members entitled to vote present at any meeting of members shall choose another director as Chairperson and if no director is present or if all the directors present decline to act as a Chairperson, the members present shall choose one of their number to be Chairperson.

 

4.18 Polls.
    If at any meeting a poll is requested on the election of a Chairperson or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the manner and either at once or later at the meeting or after adjournment as the Chairperson directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn at any time prior to the taking of the poll. The person requesting the poll may require that it be held by secret ballot.

 

4.19 Adjournments.
     Any meeting of members may be adjourned to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjourned meeting.

 

 

ARTICLE 5: Board of Directors

 

5.01 Board.
    The affairs of the Council shall be managed by a Board composed of no less than five and no more than eleven directors. Any increase or decrease in the number of directors shall be approved by special resolution of the members.

 

5.02 Elected Directors.
     Elected directors, subject to the provisions of section 5.03, shall be elected in the manner set out in section 6, each of whom, except as otherwise provided in these by-laws, shall hold office until the later of the first annual meeting after the election to office and the day her successor has been elected and qualified.

 

5.03 Qualifications.
     

Each director shall:

a)      be at the date of her/his election, and thereafter remain throughout her term, a member of the Council  who is qualified by the terms of section 9.01 to hold office;

 

b)      be at least eighteen (18) years of age; and

 

c)      not be an undercharged bankrupt.

 

d)     Be screened through valid references.

 

If a person ceases to be a member of the Council who is qualified by the terms of section 9.01 to hold office, or becomes bankrupt, she thereupon ceases to be a director, and the vacancy so created may be filled in the manner prescribed by section 5.04.

 

5.04 Vacancies.
  So long as a quorum of the directors remains in office, a vacancy of the Board may be filled by the directors. If no quorum of the directors exists, the remaining directors shall forthwith call a general meeting of members to fill vacancies on the Board. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner provided above.

 

5.05 Removal of Directors.
    The members of the Council may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any director elected by the Members before the expiration of her term of office, and may by a majority of the votes cast at that meeting, elect any Member in her/his stead for the remainder of her term.

 

5.06 Quorum.
    A quorum for the transaction of business at meetings of the Board shall be 50% plus one of the members of the Board.

 

5.07 Meetings.
  Meetings of the Board or of the standing committees may be held at any place within Toronto as designated in the notice calling the meeting. The President, Secretary, or either on direction in writing of two directors may call meetings of the Board. Meetings of the Standing Committees may be called by the chair of the Committee or on direction in writing of any two-committee members.

 

5.08 Notice.
  Subject to the provisions of section 5.08, notice of Board and Standing Committee meetings shall be delivered by mail, by telephone, by facsimile, e-mail or other generally accepted method of calling such meetings, to each director not less than three (3) days before the meeting is to take place, or shall be mailed to each director not less than ten (10) 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. No formal notice of meeting is necessary where all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.

 

5.09 Regular Meetings.
 The Board may appoint one or more days in each year for regular meetings of the Board at a place and time to be named; no further notice of the regular meetings need be given. . The Board shall hold a meeting with thirty (30) days following the annual meeting of the Corporation for the purpose of organization, the election and appointment of officers and the transaction of any other business.

 

5.10 Voting.
 Questions arising at any meeting of the Board shall be decided by consensus. In the event of inability to reach consensus the question shall be decided by a majority vote with each board member, including the presiding board member entitled to one, and only one, vote. In the event of a tie vote the issue will be reopened for discussion and subject to a re-vote.

 

5.11 Remuneration of Directors.

a)      The directors of the Corporation shall serve without remuneration in the performance of duties as a director and no director shall directly receive any profit from her position as such; provided that a director may be reimbursed reasonable expenses incurred in the performance of their duties upon presentation of appropriate documentation.

b)      Board Director should have resigned from the Board at least six months prior to applying to any Council remunerated position.

c)      A director shall not return to a position on the Board for a year or two following his/hers resignation from a remunerated position.

 

5.12 Indemnities to Directors.
    Every director and officer of the Council 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 the Council , from and against,

.01    all costs, charges and expenses whatsoever which the director or officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by her in or about the execution of the duties of office; and

.02    all other costs, charges and expenses which sustains or incurs in or about or in relation to the affairs thereof, except the costs, charges or expenses occasioned by her own willful neglect or default.

 

5.13 Protection of Directors and Officer.
     No director or officer of the Council shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency of any security in or upon which any of the loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or Corporation with whom any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatsoever which may happen in the execution of the duties of her/his  respective office or trust or in relation thereto unless the same shall happen by or through her/his own wrongful and willful act or through her own wrongful and willful neglect or default.

 

5.14 Responsibility for Acts.
    The directors for the time being of the Corporation shall not be under any duty or responsibility in respect if any contract, act or transaction whether or not made, done or entered into the name or on behalf of the Corporation, except such as shall have submitted to and authorized or approved by the Board.

 

5.15 Ex-Officio Directors.
    The immediate Past President of the Corporation shall be an Ex-Officio Director. In addition, members may appoint Ex-Officio Directors from time to time.

 

5.16 Others present.
 Other than during Board discussions regarding personnel issues conducted in camera any member shall be entitled attend any meeting of the Board, but shall not be entitled to speak or vote thereat. Members may speak at a meeting if they have given at least 72 hours notice of their intention to do so.

 

5.17 Powers.
 The directors of the Council may 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 Council may lawfully enter into, delegate any of its Executive Committee and to delegate administrative powers to officers and committees and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized to exercise and do.

 

5.18 Termination.
       A director who fails to attend three consecutive meetings will automatically cease to hold office, unless she provides a reason acceptable to a majority of the Board, for non-attendance.


ARTICLE 6: Board Governance

 

a)      The responsibilities of the Board of Directors include:

 

  • To determine policy
  • To raise funds
  • To approve budgets and contracts
  • To set directions for African Canadian Communities Social Development Council
  • To approve new services
  • To engage the Executive Director
  • To monitor the quality of African Canadian Social Development Council’s activities
  • To report on their stewardship to the membership of African Canadian Communities Social Development Council at the Annual General Meeting
  • And such other responsibilities as may be determined by the Member Agencies at the Annual General Meeting.

 

b)      All Directors will take office immediately following the Annual General Meeting in which they were elected.

 

c)      Directors may not serve more than six (3) successive years.

 

d)     The Board of Directors shall meet quarterly and/or as required.

 

e)      Any Director missing three consecutive Board meetings shall forfeit his/her position, at the option of the Board.

 

f)       The Directors shall have discretion to appoint replacements to fill any vacant positions. The Directors shall request a recommendation for a replacement from the membership. Such appointments shall be for the duration of the incumbent’s term.

 

g)      The immediate Past President shall be on non-voting member of the Board of Directors and shall assume responsibilities as may from time to time be determined by the Directors. The Past President shall have a term of one year.

 

h)      Failure of a Member Agency or a Director to receive notice of their respective meeting will not invalidate any proceedings taken thereat.

 

i)        No remuneration shall be paid the Directors or Officers; except for reasonable expenses.

 

j)        All monies, securities and other valuable effects shall be deposited in the name and to the credit of the organization (corporation) in such chartered bank or trust company, or in the case of securities, in such registered dealer in securities, as may be designated by the Directors.

 

ARTICLE 7:Election of Directors

 

a)      The affairs of African Canadian Social Development Council shall be governed by a Board of Directors composed of 13 individuals, which are elected from Member Agencies in good standing at the Annual General Meeting.

 

b)      No proxy votes shall be allowed at the Annual General Meeting.

 

ARTICLE 8:Other Committees

 

a)      Committees of African Canadian Social Development Council are established by resolution of the Directors. These committees may be Standing or Ad Hoc in nature. Terms of reference of all committees must be ratified by the Directors.

 

b)      All committees must include at least one Director.

 

c)      All committees may make policy recommendations for the consideration and approval of the Directors.

 

ARTICLE 9: Duties of Officers and Executive Committee

 

a)      The Executive Committee shall be composed of President, two Vice Presidents, Secretary and Treasurer. The Executive Director shall be a non-voting member of the Executive Committee.

 

b)      The signing officers shall be composed of President, Secretary, Treasurer, Executive Director and any one or both Vice Presidents. Two signatures of any of the signing officers will be required to bind the organization. The Treasurer and the Executive Director shall, in addition, have the authority to sign cheques with their sole signature in amounts not exceeding $250 or for such other amounts as may be determined from time to time by the Directors.

 

c)      The Executive Committee and officers shall be elected by the Directors at a meeting to be held immediately following the Annual General Meeting and shall take office immediately after the meeting.

 

d)     The Directors may delegate to the Executive Committee any of the duties of the Board of Directors, subject to the restrictions, if any contained in the By-laws or imposed from time to time by the Directors.

The duties of the officers shall include the following in addition to other duties that may from time to time be assigned to them by the Directors.

 

(i.)        President:

  • To provide leadership to the Directors in determining that the Board meets all legal and moral responsibilities.
    • To serve as the chief spokesperson for the organization.
    • To encourage Directors’ participation and organizational activities aimed at achieving its goals.
    • To conduct all general meetings, the Annual General Meeting and Board of Directors meetings or to delegate as required.

 

(ii.)        Vice-President:

  • To assume the responsibility of the President in her/his absence.
  • To assume the responsibilities of the President at the request of the President.

 

(iii.)        Secretary:

  • To be responsible for recording and distributing minutes for general meetings, the Annual General Meeting, and meetings of the Directors.
  • To provide notice to the members of these meetings.
  • To be responsible for providing all other information to the members.
  • To be responsible for maintaining records, minute books and files of the African Canadian Social Development Council.

 

(iv.)        Treasurer:

  • To maintain any necessary bank accounts in the name of African Canadian Communities Social Development Council.
  • To submit financial reports as requested by the Directors.
  • To keep or cause to be kept the requisite books of account and accounting records.

 

(v.)        Executive Director:

  • Hired by and accountable to the Board of Directors.
  • Responsible for administering the organization on behalf of the Directors.
  • May be delegated by the Directors full authority to manage and direct the business and affairs of the organization (except such matters and duties as by law must be transacted by the Board of Directors).
  • May be delegated by the Directors the authority to employ and discharge agents and employees of the organization.
  • Shall at all reasonable times give to the Directors, or any of them as delegated by the Board, all information they may require regarding the affairs of the organization.

 

ARTICLE 13: Annual General Meeting

 

a)      An Annual General Meeting shall be held once during each calendar year.

 

b)      Notice and agenda of the Annual General meeting shall be sent by ordinary mail at least three weeks in advance of the date of the Annual General Meeting.

 

c)      Once third of the total membership shall constitute a quorum for the purposes of voting at the Annual General Meeting.

 

d)     A Nominating Committee shall be selected by the Directors three months prior to the Annual General Meeting to present a slate of candidates for election to the Board of Directors. Nominations shall also be taken from the floor of the Annual General Meeting.

 

ARTICLE 14: Amending the by-laws

 

The by-laws of the Council not embodied in the letters patent may be repealed or amended by by-law, or new by-law relating to the requirements of subsection 155(2) of the Canadian Corporations Act, 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 members at a meeting duly called for the purpose of considering the said by-laws, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

 

ARTICLE 15: Financial Year

 

The financial year of the organization shall be from April 1 to March 31.

 

Auditors. The member shall at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the council and report to the members at the next annual meeting. The auditor shall hold office until next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of auditor shall be fixed by the board of directors.

 

ARTICLE 16: Dissolution

 

The decision to dissolve the organization and wind up its affairs may be made at a general meeting three weeks after notice of the proposed dissolution is mailed to all members. The decision to dissolve the organization is to be made by two-thirds vote of the combined membership present and proxy votes received. The assets, if any should remain after payment of all liabilities, shall be distributed as directed by the Directors to a recognized charitable organization in Ontario whose objectives are similar to those listed in Article II of these by-laws.

 

ARTICLE 17: Conflict of Interest

 

The Board of Directors shall establish a Conflict of Interest Guideline for the board members and shall maintain and uphold the Guideline at all times.

 

The Board of Directors may, as it deems appropriate, take disciplinary actions against a Board Member when there is sufficient evidence that he or she has engaged in activities prohibited by the Guideline.