By-Laws of Canada Foundation for Nepal (CFFN)
ARTICLE I: TITLES, COMMENCEMENTS AND HEAD OFFICE
- These BY-LAWS shall be called “BY-LAWS of Canada Foundation for Nepal (CFFN)”.
- The original By-laws has been in effect since 1 October 2006. The ammendments are effective since May 23, 2009.
- Until changed in accordance with the Act, the Head Office of the Canada Foundation for Nepal will be in the City of Ottawa, in the Province of Ontario.
ARTICLE II: OBJECTIVES
The objectives of CFFN are:
- Make tangible contribution in education and wellbeing, especially among socio-economically deprived communities covering both native and Diaspora populations, with primary concentration on Nepal and Nepalese;
- Conduct scientific research, transfer synthesized knowledge, develop educational content, and organize and participate in programs on issues related to education and wellbeing;
- Collaborate with Canadian and international institutions, organizations and experts to promote the above objectives;
- Operate as a charitable organization dedicated to the field of education and wellbeing in accordance with Canadian Laws.
ARTICLE III: MEMBERSHIP, PRIVILEGES AND RENEWAL
- Anybody who is 18 years of age or older, and have an interest in stated objectives of CFFN and agrees to abide by the By-laws can be a member.
- A member means a person who has paid his/her membership dues and has not violated any CFFN By-laws.
- A member shall not engage in activities contrary to the objectives of CFFN. Violation of By-laws may require disciplinary action including legal action under Canadian Law or as determined by the Executive Board or a special committee formed for this purpose.
- An application for membership must be submitted to CFFN with the annual membership fees.
- The annual membership fees shall be determined and modified by the majority decision in the Annual General Meeting (AGM) of CFFN.
- Members have the option to renew the membership prior to the AGM or at the AGM 30 minutes prior to its commencement.
ARTICLE IV: EXECUTIVE BOARD
- The Executive Board shall consist of 7 people. If deemed necessary, two third majority of AGM participants may choose to elect additional board members up to a total of 11.
- The applicants for incorporation shall become three of the first Executive Board Members of the CFFN whose term of office shall continue until their successors are elected.
- At the first meeting of members, the Executive Board then elected shall replace the provisional directors named in the Letters of Patent of the corporation
- Any member can be a candidate for the Executive Board provided he or she is nominated and seconded.
- The Executive Board Members shall be elected by the members at the AGM through a closed ballot. Those obtaining the majority of votes will be deemed elected. Election shall be held for four named positions and other members-at-large positions.
- The terms of the Executive Board shall be for a period of two years.
- The Executive Board Members shall serve without remuneration. However, expenses incurred while carrying out the function of CFFN may be reimbursed.
- The Executive Board shall consist of the following positions:
- Deputy Director
The responsibilities of additional board members shall be determined by the executive board.
ARTICLE V: ROLES AND RESPONSIBILITIES OF EXECUTIVE BOARD
- The Executive Board shall manage the affairs of CFFN on behalf of the members. The administration, general governance and implementation of the policies of CFFN shall be vested in the Executive Board.
- An Executive Board Member shall perform specific duties as determined by the Executive Board in addition to the following:
- To be the spokesperson for all CFFN matters
- Sign all official correspondences
- Responsible for overall operation of CFFN
- Deputy Director:
- To be the spokesperson for all CFFN matters in the absence of the director
- Responsible for overall operation of CFFN in the absence of the director
- To act as a financial advisor, and maintain custody of the funds by keeping complete and accurate accounts of all assets, liabilities, receipts, and disbursements of CFFN as authorized by the Executive Board.
- Responsible for preparing annual budget, financial reports, and tax returns for presentation to Executive Board.
- To coordinate and conduct the administrative work of CFFN
- Responsible for maintaining official records including minutes of meetings
ARTICLE VI: MEETINGS
- Generally, CFFN shall hold the following three types of meetings:
- Annual General Meeting: An Annual General Members’ meeting will be held annually in the month of May or June. All members of CFFN will be notified of date, time, place and the agenda at least two weeks prior to the meeting.
- Special Meeting: The Executive Board may call a Special Meeting of General Members at any time of the year. The notice shall state the special reason required for holding such meeting. All members shall be notified at least 7 days prior to such meeting.
- Board Meeting: Meetings of the Executive Board will be held monthly.
- Every second year at the AGM election shall take place for a new executive board.
- There shall be a By-laws Committee that will be elected at the AGM; in the event that the election did not take place, the Executive Board shall make the selection.
- The members present at the AGM shall appoint one or two Auditors with the responsibility of auditing the financial statements of CFFN for two consecutive fiscal years.
- The quorum for conducting the Executive Board meeting shall be the majority of Executive Members.
- The quorum for AGM shall be 25 members, or majority of membership present by any of three modes: physical presence, by conference-call, and by proxy.
- At the AGM, the Executive Board shall present a report on the past year activities and performance, and also present a framework for coming year.
- At the AGM, financial and auditor’s report, and membership status shall be presented.
- The rules of order of CFFN not covered by these By-laws shall be in accordance with Robert’s Rules of Procedure.
ARTICLE VII: FINANCE
- The fiscal year of CFFN shall be from May 1 to April 30.
- The Executive Board shall have the authority to spend CFFN fund as necessary in conducting CFFN’s business.
- A cheque issued from CFFN’s account shall only be valid on a joint signature of the Director and the Treasurer. The Executive Board will select an alternate Executive Member when one of the signatories is unavailable.
- The Auditor shall make such examination of the financial statement, receipt and vouchers for the fiscal year and submit report to the members at the AGM.
ARTICLE VIII: SECRETARIAT AND EXECUTION OF DOCUMENTS
- A copy of all official correspondence shall be held in trust by the secretary.
- No Executive Board Member may issue Referral Letters, Certificates, and Recommendations under CFFN’s seal to anyone without a prior approval of the Executive Board.
ARTICLE IX: WORKING COMMITTEES
- The Executive Board shall form Working Committees as necessary.
- The members for a Working Committee shall be appointed from the members. Non-member experts may also be appointed in Working Committees with the approval of the Executive Board.
- Executive Board shall review all Working Committees at least once a year.
- A Working Committee shall be dissolved by the Executive Board on completion of the task, or by consent of the majority of the Executive Board.
ARTICLE X: AMENDMENTS
- Two months prior to an AGM, members shall be notified to send requests to change or amend By-laws to By-laws Committee.
- Any proposal for changes to the By-laws may be made by a member in writing and signed and supported by another member and be submitted to the By-laws Committee at least four weeks prior to the AGM.
- The By-laws Committee shall present a report on the requests for amendments at least two weeks prior to the AGM to the Executive Board.
- The Executive Board may present its position on the proposed changes at the AGM.
- The proposed amendments shall be presented for discussion and voting at the AGM. A two-third majority of the members present shall be required for the changes to be adopted.
- The By-laws of the CFFN not embodied in the letter of patent may be repealed or amended by By-laws, or a new By-law relating to the requirements of subsection 155(2) of the Canada 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 XI: DISSOLUTION
- CFFN may be dissolved if there is an extended period of inactivity, and if there are other justifiable reasons. In order to dissolve the organization, a notice must be sent to all members at least 30 days in advance of the Special Meeting with a provision of proxy voting. Minimum two-third members present shall be required to dissolve the organization.
- In the event of dissolution, all the assets and properties of CFFN shall be disposed of as determined by the majority vote while honouring the then applicable Canadian rules for disposing the assets of a charitable organization.