ICA Constitution and bylaws

India Canada Association of Saskatchewan Inc.
ICA CONSTITUTION AND BY-LAWS
December 22, 2002
Last Amended: April 19, 2009

BY-LAW I: DEFINITIONS

There shall be an Association called the India Canada Association of Saskatchewan Incorporated with aims and objectives as described in By-Law II.
Hereafter in this document, the:

(a) "Association" means the India Canada Association of Saskatchewan Inc., (ICA).

(b) "Board" means the Board of Directors.

(c) "Director" means the person who sits on the Board of ICA.

(d) "AGM" means the Annual General Body Meeting.

(e) "General Body" means all ICA paid members.

(f) "Meeting" may refer to either the Board Meeting or AGM or Special Meeting.

(g) "East Indian Origin" means any person of East Indian ancestry including by adoption or inter-marriage.

(h) "Calendar Year" means the period from January 1 to December 31.

(i) "Term" refers to the calendar year.
There shall be an Association logo depicting Maple leaf embedded in Ashoka Chakra to be used in all documents and correspondence.

BY-LAW II: AIMS AND OBJECTIVES

The principal aims and objectives of the Association shall be to:

a) Promote social, cultural and educational understanding between members of the Indo-Canadian community (persons originating from or having connection with India) and other residents of Canada.

b) Help promote and retain language and cultural traditions of the member community as essential components of multiculturalism.

c) Act as a representative body of the Indo-Canadian community and to participate in activities that are of interest to the community.

d) Co-operate with like-minded agencies/organizations in every way in the realization of these objectives.

e) Maintain a cultural centre for the community.

f) Promote mutual respect, awareness and understanding in the community within the multicultural framework of the Canadian society through programs and services (This amendment added on April 19th 2009).

g) Providing humanitarian aid services to the community at-large (This amendment added on April 19th 2009).

h) Promote and teach cultural traditions of secular India through Hindi Language School as an essential component of Canadian Mosaic (This amendment added on April 19th 2009).

BY-LAW III: MEMBERSHIP

Any person with a permanent Canadian residence or on a special Visa who subscribes to the aims and objectives of the Association shall be eligible to become a member of the Association. The membership period is from January 1 to December 31.
A person becomes a member by written application and the payment of required fees.
The membership fee shall be set annually at the AGM. There shall be the following categories of membership:

a. Regular membership:

Family (husband, wife and children (under 18 years of age)
Individuals (18 years and over)
Senior (65 years and over)
Student (18 years and over)

b. Honorary/Life Member

The Board may confer, at its discretion, honorary membership on any person in good standing for his/her outstanding contributions to the East Indian Community.

A member in good standing is one who has remitted the appropriate membership fee for the calendar year.
Any person contesting or voting for the election of any Board position must pay the membership dues seven days prior to the AGM.
Each member in good standing shall have ONE vote at the AGM. Voting right shall not be transferable and can be exercised only in person.
The Association will strongly encourage persons associated with like-minded agencies/organizations to become members of the Association.
Any member wishing to withdraw from the Association may do so in writing to the Secretary. Contributions, donations and/or membership dues shall not be refunded.

BY-LAW IV: BOARD OF DIRECTORS

The Board of Directors shall consist of the following Officers:

a) President

b) Vice-President

c) Secretary

d) Treasurer

e) Public Relations

f) Six Directors (including 2 Youth Representatives ― 18-25 years of age)

g) Immediate Past-President

BY-LAW V: DUTIES OF THE BOARD OF DIRECTORS

The Board shall carry out the duties as defined below:

(a) The President shall:

Have served at least one year on the Board of ICA or any other non-profit organization before seeking election for the office of the President;
Act as the spokesperson for the Association;
Preside over all the meetings;
Have a casting vote in case of a tie;
Serve as an ex-officio member of all committees;
Present along with the treasurer audited financial statement of his/her calendar year within 120 days after the end of his/her term at a special AGM;
Perform other duties as assigned by the Board.

(b) The Vice-President shall:

preside over meetings of the Association during the absence of the President or his/her inability to act. If the Vice-President is absent or unable to act, the Board shall elect a Chairperson for that particular meeting;
Assist the Public Relations with the preparation and delivery of briefs, grant proposals, and other related items, on behalf of the Association;
co-sign cheques with the Treasurer;
Have power to authorize payments not exceeding $100.00 without prior approval of the Board;
Perform other duties as assigned by the Board.

Be responsible for maintaining accurate records and minutes of Association proceedings including membership list, Board meetings and the AGM;
Maintain accurate records of all communication and correspondence of the Association,
Prepare and distribute all notices of meetings to the Officers;
Call meetings on the advice of the President;
Perform other duties as assigned by the Board.

(d) The Treasurer shall:

Serve as chair of the Finance Committee and its meetings;
Maintain accurate accounts of all receipts and disbursements of the Association. All disbursements must be approved by the Board;
Prepare and present a written statement of accounts at each Board meeting;
prepare and present audited financial statements of his/her calendar Year within 120 days after the end of his/her term at a special AGM;
Have co-signing authority-of the Association along with the Vice‑President. In the absence of Vice-President, President can sign cheques;
Maintain a membership list of the Association with the help of the Secretary;
Perform other duties as assigned by the Board.
The ICA Board be given the authority to appoint Special Events Treasurer, who will be under the direct responsibility of the ICA Treasurer. (This amendment added on December 22, 2002).

(e) The Public Relations shall:

Maintain proper liaison with media to promote the work of the Association;
Promote membership and liaise with like-minded organizations in the community;
Prepare briefs, press releases and other related materials on behalf of the Association with the help of the Vice-President;
Prepare and edit the newsletter of the Association, "Samachar".

(f) The directors (including Youth Representatives) shall:

participate as a member in at least one committee;
maintain inventory of all assets of the ICA;
have his/her position reviewed by the Board and, with its discretion, the person could be removed from the Board if he/she failed to attend three consecutive meetings. No written explanation by the Board is required. The Secretary shall send a notice of termination to the member in question by ordinary mail;
perform other duties as assigned by the Board.

(g) The Youth Representative shall:

promote cultural and recreational activities for the youth;
assist in the publication of the "Samachar";
perform other duties as assigned by the Board.

BY-LAW VI: ADVISORY COUNCIL

Advisory Council shall consist of the following:

(a) Any Past President

(b) Patron (he/she shall be a prominent member of the community).

Advisory Council shall:

be appointed at the AGM with advice from the Board.
Elect its own Chairperson.

Duties of the Advisory Council

The Advisory Council shall:

4 advise the Board in matters of conflicts among its members and help resolve issues. If the problem is not resolved, then the Advisory Council shall call a Special Meeting of the General Body.

BY-LAW VII: ELECTIONS

1. TERM OF OFFICE

At the AGM, the Board shall be elected for a term of two years except the President and Vice-President who will be elected for a one-year term and at each subsequent AGM the Board Members shall retire as mentioned in (a) and (b) below. The vacant positions shall be filled with newly elected persons The pairing of the Board of Directors for purposes of election shall be:

a) Treasurer, Public Relations and 3 directors (one shall be a Youth Representative).

b) Secretary, and 3 directors (one shall be a Youth Representative). For Election 2000 (November/December 1999) the positions listed in (a) above shall be filled in for a one-year term, and in (b) above shall be filled in for a two-year term.

For Election 2001 (November/December 2001) and thereafter, all positions shall be filled for a two-year term, except the President and Vice-President who will be elected every year for a one-year term.

President, Vice-President or any other Board Member can run for another term if they so desire.

The positions of the President, and the Vice-President shall be held by persons of East Indian Origin.
Elections shall be by secret ballot.
Each member present at the AGM shall be entitled to one vote; voting by proxy is not permitted.
Nominations for the Board positions shall:

i. be proposed and seconded by members of the Association;

ii. be signed by the nominee as proof of his/her willingness to run;

iii. reach the Secretary at least seven days prior to the AGM;

iv. nominations be accepted from the floor if no valid nominations are received by the due date.
In the event of a Board Member's demise, inability to function, resignation, termination or relocation, the Board shall fill the vacancy for the remaining term.
No Board Member shall receive remuneration from the Association for service rendered.

BY-LAW VIII: GENERAL BODY MEETING

The newly elected Board shall assume office on January 1.
A special AGM shall be held between January 1 and April 30 to review, discuss and approve the audited financial statements of the previous calendar year on a date fixed by the Board in consultation with the immediate Past President and/or Past Treasurer.
AGM shall be held in the month of November or December of each year, on a date fixed by the Board, to review, discuss and approve the affairs of the Association; and to elect a new Board (BY-LAW VII - 1).
A special meeting of the General Body may be called by the Secretary on the advice of the President or the Board:

a) when she/he considers it necessary;

a) within 30 days following a written request signed by at least on-third of members.
Notice of AGM/Special Meeting shall be provided to the membership by a letter at least 14 days prior to the meeting.
Audited financial statements of the previous calendar year shall be circulated to the membership at least 14 days prior to the Special AGM.
One-tenth of the total membership or equivalent to number of members on the Board, whichever is maximum will constitute a quorum at any AGM. If quorum is not reached at the scheduled time, a waiting period of 1/2 hour will be allowed. Once the quorum is reached and declared by the chair, the meeting shall be valid; otherwise it is postponed.

BY-LAW IX A: BOARD MEETINGS

Board Meetings shall be called by the Secretary on the advice of the President.
The Board shall meet at least 8 times yearly to conduct the business of the Association.
Notice of the regular meetings shall be provided to the Board Members at least one week prior to the date of the said meetings. However, the Board may meet for special meetings by unanimous consent of its members at any time or place without notice.
Majority of the Board Members present shall constitute a quorum.
If a Board meeting has quorum but neither the President nor the Vice-President is in attendance, those present may elect a provisional chair for the meeting.
A vote of non-confidence against any Board Member shall be passed by at least two-thirds of the members present at a Board Meeting. However, the said motion shall be approved by the AGM with two-third majority.

BY-LAW IX B: COMMITTEES

There shall be two types of committees:

Ad hoc Committees
Standing Committees

Ad hoc Committees

The Board may appoint such committees as it is deemed necessary to manage the affairs of the Association.
Each committee shall perform such duties as assigned by the Board.
No committee shall incur any liabilities without prior approval of the Board.

Standing Committees

4 The Association will have the following Standing Committees:

Finance Committee
Nominating Committee
Constitution/By-laws Committee

1. Finance Committee:

i. shall consist of the Treasurer (who shall be Committee Chairperson) and two other Board Members

ii. shall meet as needed.

The Finance Committee is responsible for:

preparing a proposed budget for the fiscal year of the Association;
establishing and implementing policies for the expenditure of funds;
dispersing and investing funds of the Association;
carrying out other duties as assigned by the Board.

2. The Nominating Committee:

i. shall consist of 3 members, at least one from the Board who shall be the Chairperson. Members of this committee are not eligible to run for election;

ii. shall meet as many times as necessary prior to AGM.

The Nominating Committee is responsible for:

preparing and presenting a list of nominees to the AGM.

3. The Constitution/By-Laws Committee:

i. shall consist of 3 members, one of the three must be from the Board who may be the Chairperson.

The Constitution/By-Laws Committee is responsible for:

the review of proposed amendments of the Constitution and By-laws on a regular basis, and report them to the appropriate authority, Non-Profit Corporation, Department of Justice.

BY-LAW X: AUDITORS

The Auditor of the Association shall be appointed by the Membership, and shall be paid such remuneration as determined by the Board.
The fiscal year of the Association shall be from January 1 to December 31.
The Auditor of the Association shall, at any time, have the right to access all books and records of the Association.
An audited financial statements shall be prepared by the Auditor every year for presentation at the AGM by the Treasurer.

BY-LAW XI: FINANCES

The Treasurer and the Vice-President shall be the signing officers for all cheques; all payments shall be made by cheque. In the absence of either, the President shall be one of the two co-signers.
The Association shall have the power to acquire gifts, bequests, grants, funds, and any other assets for the purpose of carrying out the Association's programs.

BY-LAW XII: REGULATIONS

The Board may recommend from time to time any new By-laws and Regulations proposed by the Constitution/By-Laws Committee for further action to the AGM.

BY-LAW XIII: PROTECTION AND INDEMNITY OF OFFICERS

Each Board Member of the Association holds office with protection from the Association. The Association indemnifies each Board Member against all costs or charges that result from any act done in his/her role in the Association. The Association does not protect any member of the Board for acts of fraud, dishonesty, or of bad faith.

No member of the Board is liable for the acts of other Board or is responsible for any loss of damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the Association.

The Board of the Association can rely on the accuracy of any statement or report prepared by the Association's Auditor. Board Members are not held liable for any loss or damage as a result of actions based on that statement or report.

BY-LAW XIV: CUSTODY AND USE OF SEAL

The Seal, property of the ICA, shall remain in the custody of the Secretary or Vice-President or its designate. All papers or documents required to be sealed on behalf of the Association, shall be done in the presence of the President and the Secretary, or Vice-President.

BY-LAW XV: AMENDMENTS OF THE CONSTITUTION AND BY-LAWS

This constitution and By-laws which are the supreme authority of the Association may be amended only at a meeting of the General Body by a two-thirds majority.
Any member in good standing may bring a notice of amendment of the Constitution and By-Laws, which is duly seconded, and shall be submitted four weeks before a meeting of the General Body, and addressed to the Secretary of the Association.
If a Special Meeting is to be called, it shall be in accordance with By-Law VIII
A notice of amendment of the Constitution and By-Laws shall be circulated to the General Body at least 30 days in advance of the AGM.

BY-LAW XVI: DISCIPLINARY ACTION

Violation of the Constitution and By-Laws may necessitate disciplinary action to be recommended by the Board against any Board Member to the General Body which may lead to expulsion from the Association. The motion must be passed by the AGM with two-thirds majority.

BY-LAW XVII: DISSOLUTION

Subject to the Saskatchewan Non-Profit Corporation Act the dissolution of the Association, its property and assets shall, after liquidation of all liabilities, be distributed to the Indo-Canadian like-minded agencies as the General Body shall decide. Undisbursed portion of any grant or grants made available to the Association by contributing agencies shall be returned to the contributor or contributors.
A notice of dissolution of the Association shall be circulated amongst the membership for at least thirty (30) days in advance. This notice shall be signed by at least two-thirds of the membership of the Association. The passage of this notice requires three-quarters majority vote at the AGM.

BY-LAW XVIII: APPROVAL/TRANSITIONAL PROVISIONS

The original ICA Constitution and By-Laws were adopted on December 14, 1975, at a meeting of founding members which commenced at 2:00 p.m. in C-7 of the Classroom Building, University of Regina, Regina, SK.

The Constitution and By-Laws were first amended at a Special General Assembly Meeting of the Association held on November 22, 1977
The Constitution and By-Laws were further amended at the Sixth General Assembly Meeting held on December 9, 1979.
The Constitution and By-Laws were further amended on October 20, 1991 at the General Body Meeting.
The Constitution and By-Laws were further amended on December 17, 1995 at a General Body Meeting.
The entire Constitution and By-Laws were reviewed and proposed amendments were approved at a General Body Meeting on October 10, 1997.
The entire constitution and By-Laws were reviewed in October 1999 and were approved at a Special Meeting of the General Body on November 21, 1999.
Amendments were reviewed and approved by the AGM at Regina, SK. Date: April 19, 2009 Time: 3:00 PM

Place:
South Leisure Center,
170 Sunset Drive,
Regina, SK. S4V 2P9

Mrs. Rani Bilkhu
President

Karthik Narayanaswamy
Secretary

Attachment	Size
ICA__Constitution.doc	91.5 KB

Primary links