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:
ARTICLE 3: Core Values
- Equal representation by gender and age
No one should be included.
- All geographic areas to be represented.
- Cultural and religious diversity.
- Recognize and maintain African heritage within Canadian context
- Foster a united African voice i.e. promote and maintain unity within the African community
- Common African interest before individual interest
- Governance process must be democratic, transparent and accountable. Prioritize the needs of the vulnerable: Women, Children, Youth, Seniors and Disabled.
- Respect and promote all universally, nationally and provincially accepted human rights
ARTICLE 4: Membership
4.01 Applications and Dues.
4.02 Membership Dues.
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.
4.04 Holding Office.
4.05 Transfer of Membership.
4.06 Revocation of Membership.
4.07 Termination of Membership.
.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.
4.09 Liability of Members.
4.10 Annual General Meeting.
.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.
4.12 Notice of Meetings.
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
4.16 Show of Hands.
4.17 Chairperson of Meeting.
ARTICLE 5: Board of Directors
5.02 Elected Directors.
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.
5.05 Removal of Directors.
5.09 Regular Meetings.
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.
.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.
5.14 Responsibility for Acts.
5.15 Ex-Officio Directors.
5.16 Others present.
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.
- 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.
- To assume the responsibility of the President in her/his absence.
- To assume the responsibilities of the President at the request of the President.
- 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.
- 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.