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Governance

GENERAL ORGANIZATIONAL BY-LAW N0. I

Directors / Officers / Members’ Meetings / Membership / Signing of Documents / Financial Affairs / General Matters

Name and Head Office

1. The organization shall be called the EMPRESÁRIOS LUSO CANADIANOS DA REGIÃO DE OTTAWA / LUSO CANADIAN ENTREPRENEURS OF THE OTTAWA REGION (“ELCRO”). Its head office shall be located at 6 1541 Star Top Road, Gloucester, Ontario, K1B 5P2.

Objects

2. The objects of ELCRO are:

  1. to promote fellowship, encouragement and support amount Portuguese people in business in the Ottawa region;
  2. to promote and protect the interests of its members; and
  3. such other complementary purposes not inconsistent with these objects.

Directors

3. There shall be 5 directors of ELCRO elected from among the members at an Annual General Meeting. The directors shall be responsible for the management of the affairs of ELCRO. The directors may, from time to time, enact, amend or repeal, as they consider appropriate, by laws to manage the affairs of ELCRO that are not inconsistent with this By law at a meeting of the board of directors called for that purpose.

4. An individual is eligible to be elected a director if he or she:

  1. is a member of ELCRO.
  2. is a least 18 years of age; and
  3. is mentally competent.

5. The directors shall be elected by the members at the Annual General Meeting. The directors shall hold office for either one, two or three year terms. At the first meeting of members, one (1) director shall be elected until the close of the third Annual General Meeting of members after that date, two (2) directors shall be elected until the close of the second Annual General Meeting of members after that date and two (2) directors shall be elected until the close of the first Annual General Meeting of members. Subsequently at each General Annual Meeting there shall be elected a number of directors equal to the number of directors whose term of office expires at the close of such meeting and the term of each director so elected shall be the same as was the term of the departing director(s). An incumbent director is eligible for re election.

6. A director shall cease to be a director upon his or her:

  1. death;
  2. resignation in writing; or
  3. removal by a vote of the members (as set out in paragraph 7 below).

7. A director may be removed from office by a majority of the votes cast by the members present at a meeting called for that purpose. The notice of meeting shall include the grounds for the proposed removal of the director.

8. The board of directors shall designate a day, time and location for regular monthly meetings of the board for the transaction of business. No formal notice of the regular meetings shall be required.

9. Any director may call a special board meeting on three days’ written notice. The notice shall set out the purpose of the meeting.

10. A majority of directors shall constitute a quorum for a meeting of the board and for the transacting of any business, provided that there is a minimum of three (3) directors present.

11. Decisions of the board shall be made by resolution or by motion. A resolution or motion shall pass if supported by a majority of the votes cast at the meeting. The chair of the meeting shall have a deciding vote in case of a tie vote.

12. Every director who has a direct or indirect interest in any contract or proposed contract with ELCRO shall:

  1. declare his or her interest at the first meeting of the board after which he or she became aware of the interest;
  2. request that the minutes of the meeting record the declaration; and
  3. not vote on any resolution or motion concerning the contract or proposed contract and shall not participate in any further discussion concerning the contract or proposed contract.

13. The directors shall not be paid any remuneration for carrying out their duties as directors or as officers, other than being reimbursed for reasonable and necessary expenses incurred by them in carrying our ELCRO business.

14. Any vacancy on the Board of Directors, however caused, may only be filled by election of the director(s) by a majority of the votes cast by the members present at a meeting called for that purpose. The term of office for such director(s) elected shall expire at the same time the replaced director’s term would have expired.

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Officers

15. Each of the officers shall be appointed by a majority vote of the directors at the first board meeting following the Annual General Meeting of the members. The term of office expires at the first board meeting following the Annual General Meeting of the board. The officers shall be chosen from the then current directors of ELCRO.

16. The officers shall have the following duties:

  1. President – shall chair all meetings of ELCRO and of the directors; represent ELCRO in the community and perform such other duties as the Board may, from time to time, assign to the president;
  2. Secretary – shall act as President in the President’s absence or if the President is unable to perform the duties; shall attend and be secretary of all meetings of the Board of Directors, members and committees of the Board of Directors and shall enter or cause to be entered in the records kept for that purpose minutes of all proceedings and resolutions adopted in lieu of a meeting; he/she shall give or cause to be given as and when instructed all notices to directors, members, auditors and members of committees of the Board of Directors; he/she shall be the custodian of all books, papers, records, documents and instruments belonging to the Corporation except when some other officer or agent has been appointed for that purpose; and perform such other duties as the Board may, from time to time, assign to the Secretary;
  3. Treasurer – shall maintain the records, books of account, registries of members, directors and officers; give notice to members an directors of meetings; prepare ELCRO’s financial statements and present them at the annual meeting; and perform such other duties as the Board may, from time to time, assign to the Treasurer.

17. An officer shall cease to be an officer upon his or her:

  1. death;
  2. resignation in writing; or
  3. removal by a vote of the members (as set out in paragraph 18 below).

18. An officer may be removed from office by a majority of the votes cast at a meeting of the board called for that purpose. The notice of the meeting shall set out the grounds for the proposed removal.

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Members’ Meetings

19. The Annual General Meeting of ELCRO shall be held at 7:00 p.m. on the third _____ of_____ at the head office or at such other date, time and place as the board of directors sets out in the notice of meeting.

20. The notice of the Annual General Meeting shall be in writing and shall be sent to the members at least 21 days before the date of the Annual General Meeting. The notice shall set out the agenda for the Annual General Meeting.

21. The Annual General Meeting shall include the following agenda items:

  1. presentation of the financial statements and the Secretary Treasurer report;
  2. report of the board of directors;
  3. election of the directors; and
  4. such other business as may be properly brought before the meeting or business which a member has requested to be added to the agenda which request must be delivered to the Secretary not less than fifteen (15) days from the scheduled date of the Annual General Meeting.

22. The directors may, by resolution, call a general meeting of the members by written notice sent at least three days before the date of the meeting. The notice shall set out the purpose of the meeting.

23. Decisions at the Annual General Meeting and at any general meeting shall be made by resolution or motion. A majority of the votes cast, unless otherwise provided for in the By Laws, shall be required to pass a resolution or motion. The chair of the meeting has a second vote in case of a tie.

24. Quorum for a meeting of members shall consist of not less than fifty per cent (50%) plus one (1) of the membership. If within 45 minutes from the time appointed for the meeting a quorum is not present, the members present constitute quorum.

25. A member may not attend or vote at a meeting by proxy.

26. All resolutions and motions shall be voted upon by a show of hands.

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Membership

27. There shall be the following categories or classes of membership:

  1. Individual Members: Full membership with full voting rights in ELCRD may be extended to entrepreneurs, namely, partners of partnership, sole proprietors and certified professionals, who:
    1. are eighteen (18) years of age or older;
    2. are of Portuguese birth or descent;
    3. are interested in and supportive of the objectives of ELCRO; and
    4. have paid such fee as shall be prescribed by the Board of Directors.
  2. Corporate Members: Corporate membership with voting rights in ELCRO may be extended to a corporation provided:
    1. the majority of the beneficiary shareholders of the Corporation are of Portuguese birth or descent;
    2. the Corporation is interested in and supportive of the objectives of ELCRO; and
    3. the Corporation has paid such fee as shall be prescribed by the Board of Directors.

The Corporation shall be entitled to one (1) vote at any meeting of ELCRO and such vote shall only be cast on behalf of the Corporation by the Corporation’s appointed nominee for the meeting. The Corporation must advised the Secretary of ELCRO of its appointed nominee for the meeting prior to the commencement of the meeting. The appointed nominee of the Corporation must be on the Corporation’s list of nominees it submitted with its ELCRO membership application, The Corporation must advise the Secretary of ELCRO in writing of any change to the list of nominees prior to the commencement of any meetings.

  1. Associate Members: Associate membership with no voting rights in ELCRO may be extended to business and professionals who:
    1. are eighteen (18) years of age or older;
    2. are interested in and supportive of the objectives of ELCRO; and
    3. have paid such fee as shall be prescribed by the Board of Directors.
  2. Honourary Members: Honourary membership with no voting rights in ELCRO may be extended to any individual(s) as special recognition of outstanding services rendered to ELCRO or in recognition of special circumstances associated with such an individual and ELCRO. The extension of such membership shall be granted only upon majority vote of the members present at a meeting convened for that purpose.

28. A member shall cease to be a member upon his, its or her:

  1. death or in the case of a corporation, bankruptcy, winding up or dissolution;
  2. resignation in writing; or
  3. termination by the members (as set out in paragraph 29 below).

29. A member’s membership may be terminated at a general meeting called for that purpose. The notice of meeting shall set out the grounds for the proposed termination of the member’s membership. The member shall have the opportunity to make a presentation to the members at that meeting.

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Signing of Documents

30. The board may by resolution appoint any person, from time to time, to sign documents on behalf of ELCRO. Absent a specific resolution, any two of the President, Secretary and the Treasurer may sign all documents on behalf of ELCRO.

Financial Affairs

1. Any two of the President, the Secretary and Treasurer are authorized to
complete the banking of ELCRO. The banking may be conducted at a financial institution or institutions approved by resolution of the board.

31. The persons authorized to complete the barking are authorized to:

  1. set up and operate the accounts;
  2. execute any agreements with the financial institution to facilitate the banking arrangements;
  3. deposit to the account of ELCRO all money, cheques and negotiable instruments payable to ELCRO;
  4. issue receipts for property received by ELCRO;
  5. make and sign cheques on behalf of ELCRO but only when two of either the President, the Secretary and the Treasurer sign the cheques together; and
  6. other activities authorized by resolution of the board.

32. The financial year of ELCRO shall end on the 31st day of December unless it is otherwise changed by resolution of the board.

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General Matters

33. Any notice required to be given may be given personally, by facsimile transmission, by electronic mail or by mail. Notice given by mail shall be deemed to be given three days after it was mailed.

34. ELCRO shall be carried on without purpose of gain for its members and any profits or other accretions to the organization shall be used solely to promote its objects.

35. The Board of Directors may establish, from time to time, the dues for the various types of membership.

36. The members of ELCRO may make by laws not contrary to law, this general by law or any provisions of the charter and may from time to time amend, vary or repeal the same. Such by laws shall become effective only after they have been approved and adopted by a majority vote of two thirds (2/3) of the members of the members of ELCRO present at the meeting at which such provisions are addressed.

37. ELCRO may, at a meeting duly and specifically called, be dissolved by a ninety (90%) per cent majority vote of the members present at such a meeting, providing that not less than seventy five (75%) per cent of ELCRO’s paid up members are present at such a meeting. All members must be notified by registered mail no Less than teen. (l5) days prior to the date of such a meeting.

Passed by the Board of Directors on the___ day of _______, 1997.

_______________
Secretary
(Signature)

confirmed by the Members on the ____ day of_______, 1997.

_______________
Secretary
(Signature)

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