CCEORCC By-laws

Article I – Name, Principal Office; Other Offices.

 

Section 1. Name/Non-Profit Incorporation.

This organization shall be called the COUNCIL OF CULTURAL AND EDUCATIONAL ORGANIZATIONS OF RUSSIAN-SPEAKING COMPATRIOTS IN CANADA (CCEORCC), (hereinafter “the CCEORCC”). This organization is unincorporated as a non-profit, tax-exempt corporation (or equivalent) under the laws of Canada.

Section 2.

CCEORCC shall meet all legal requirements in the jurisdiction(s) in which CCEORCC conducts business or is incorporated/registered.

Section 3. Principal Office; Other Offices.

The principal office of CCEORCC shall be located in Ottawa, Canada. CCEORCC may have other offices such as Branch offices as designated by CCEORCC Board of Directors.

Article II – Purpose and Limitations of CCEORCC.

 

Section 1. Purpose of CCEORCC.

A. General Purpose.

The CCEORCC has been founded as a non-profit, tax exempt corporation (or equivalent) and is dedicated to: preserving the Russian language through educational programs, preserving and sharing Russian Heritage through cultural events, uniting the Russian-speaking community, offering support to Russian-Canadian compatriots and Russian students studying in Canadian institutions- situated in difficult circumstances, assisting Russian newcomers with integration into Canada and the advancement of a prospering Russian-speaking community for the enrichment of Canada.

B. Specific Purposes.

Consistent with the terms of the CCEORCC and these By-laws, the purposes of the CCEORCC shall include the following:

  1. To improve communication and cultural exchange between Canada and the Russian Federation.
  2. To help newcomers and existing immigrants in adaptation into Canadian society and way of life.
  3. To represent Russian immigrants in municipal, provincial and federal government of Canada and local or federal governments of Russia.
  4. To improve information exchange and dialog between the Russian Federation and Canada.

e) To introduce and promote the best of Russian culture and traditions in Canada.

Section 2. Limitations of the CCEORCC.

A. General Limitations.

The purposes and activities of the CCEORCC shall be subject to limitations set forth in these By-laws.

B. The membership database and listings collected by CCEORCC may not be used for commercial purposes and may be used only for non-profit purposes directly related to the business of the CCEORCC, consistent with all applicable Canadian laws and regulations, including but not limited to those laws and regulations pertaining to privacy and use of personal information.

C. The officers and directors of the CCEORCC shall be solely accountable for the planning and operations of the Corporation, and shall perform their duties in accordance with the Corporation’s governing documents; it’s Charter Agreement; and applicable Canadian law.

Article III – CCEORCC Membership.

 

Section 1. General Membership Provisions.

 

  1. Membership in this organization is voluntary and shall be open to any eligible organization interested in furthering the purposes of the CCEORCC. Membership shall be open only to not-for-profit or commercial organizations. Private persons are eligible for membership in CCEORCC without voting privileges.
  2. Members shall be governed by and abide by the CCEORCC and all policies, procedures, rules and directives lawfully made hereunder.
  3. All members shall pay the required CCEORCC membership dues to the CCEORCC and in the event that a member resigns or their membership is revoked for just cause, membership dues shall not be refunded by CCEORCC.
  4. Membership in the CCEORCC is not transferable to third parties.
  5. Upon termination of membership in the CCEORCC, the member shall forfeit any and all rights and privileges of membership. Any physical materials pertaining to the CCEORCC, such as, but not limited to; paperwork, original published content and any material printed for or with the support of the CCEORCC- shall be returned to the CCEORCC within seven (7) business days, in decent condition. Any documents or forms or letters written by hand, must be returned in seven (7) business days. Any digital materials, such as, but not limited to; emails, digital files of any sort created for or with the support of the CCEORCC, must be forfeited over by a CD/DVD and be promptly deleted afterwards. The transfer of digital materials must be complete within seven (7) business days.
  6. Members in good standing of CCEORCC may vote on CCEORCC matters and hold CCEORCC elected or appointed positions, as defined in these By-laws.

 

Section 2. Classes of Membership.

 

  1. Subject to the articles, there shall be two classes of members in the Corporation, namely, Class of Full Members and Class of Associate Members. The Board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board by resolution. The following conditions of membership shall apply:
  2. Class of Full Members
    1. Class of Full voting membership shall be available only to not-for-profit or commercial organizations and who have applied and have been accepted for Class of Full Members voting membership in the Corporation.
    1. The term of membership of a Class of Full Members voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
    1. As set out in the articles, each Class of Full Members voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class of Full Members voting member shall be entitled to one (1) vote at such meetings.
  6. Class of Associate Members
    1. Class of Associate Members non-voting membership shall be available only to not-for-profit or commercial organizations and private individuals, who have applied and have been accepted for Class of Associate Members non-voting membership in the Corporation.
    1. The term of membership of a Class of Associate Members non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
    2. Subject to the Act and the articles, a Class of Associate Members non-voting member is entitled to receive notice of and attend, all at meetings of the members of the Corporation without voice.

Pursuant to subsection 197(1) (Fundamental Change) of the Canada Not-for-profit Corporations Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

 

Section 3. Membership dues, termination and discipline.

A.  Membership Dues

Members shall be notified in writing (be it physical, or electronic (email) correspondence) of the membership dues at any time payable by them and, if any are not paid within 3 weeks of the membership renewal date, the members in default shall automatically cease to be members of the Corporation.

    1. Termination of Membership
  2. membership in the Corporation is terminated when:
  3. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
  4. a member fails to maintain any qualifications for membership described in Article III, Section 2 of the By-laws set forth in this document;
  5. the member resigns by delivering a written (be it physical or electronic (email correspondence) resignation to the Chair of the Board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
  6. the member is expelled in accordance with Section C below or is otherwise terminated in accordance with the articles or By-laws set forth in this document;
  7. the member's term of membership expires; or
  8. the Corporation is liquidated or dissolved under the Canada Not-for-profit Corporations Act.

Subject to the articles outlined in this document, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

C.  Discipline of Members

The board shall have authority to suspend or expel any member from the Corporation, for any one or more of the following grounds:

  1. violating any provision of the articles, by-laws, or written policies of the Corporation;

 

  1. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;

 

  1. for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation. The decision of expulsion will be done in good faith. In the event that the Board determines that a member should be expelled or suspended from membership in the Corporation, the President, or such other Officer as may be designated by the Board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the President, or such other Officer as may be designated by the Board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President, or such other Officer as may be designated by the Board, the member will be notified that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board's decision shall be final and binding on the member, without any further right of appeal.

 

 

Article IV – CCEORCC Board of Directors:

Section 1. The CCEORCC shall be governed by a Board of Directors (Board). The Board shall be responsible for carrying out the purposes and objectives of the non-profit corporation (or equivalent).

 

Section 2. The Board shall be responsible for strategic planning and the establishment of policy with respect to the activities of the CCEORCC. The Board shall also oversee the management, control and supervision of the CCEORCC’s business matters and the provision of products and services to members, as well as other lawful activities and affairs deemed necessary to further the objectives of the CCEORCC.

 

Section 3. The Board of Directors shall meet on a regular basis throughout the calendar year. The Board of Directors Orientation Guide document (a handbook for directors) provides further details regarding the types and usual frequency of these Board meetings.

 

Section 4. The Board shall consist of up to 9 Members and will be representative of the membership.

 

Section 5. The Board shall consist of the officers of the CCEORCC elected by the membership and shall be members in good standing in the CCEORCC. All Board positions shall be three (3) years with an option to extend for a fourth year. In the event a director opts to extend for the fourth year, no election will be held for that position until the end of the now four year term.

 

Section 6. The President, Vice President, Secretary and Treasurer of the CCEORCC will be elected by the Board members and shall be Board members in good standing. Terms of office for the President, Vice President and Secretary shall be three (3) years. The President’s term may not exceed more than 6 consecutive years.

 

Section 7. The President shall be the Chief Executive Officer for the CCEORCC and of the Board, and shall perform such duties as are customary for presiding officers, including making all required appointments with the approval of the Board. The President shall also serve as a member ex-officio with the right to vote on all committees.

The President shall serve as the Chair of the Board of Directors. The President shall have the authority and responsibilities for, but not limited to the role of presiding officer at all Board and membership meetings; the direction of the other officers; the designation and appointment of committee chairs which is subject to Board approval; make executive decisions with preparation and distribution of all Board meeting agendas; and the general knowledge and responsibility for supervision of the business of the Corporation.

 

To ensure the President has the Board history and experience to equip them for their term, a President nominee must have already served at least 3 year on the CCEORCC Board. In the event no President nominees have previously served 3 years on the CCEORCC Board, this requirement will be reviewed collectively, by the Board, depending on the candidacy available. A unanimous decision needs to be made, in order for the Presidential candidate to move forward in the election.

 

Section 8. The Vice President shall perform the duties and exercise the powers of the President in the absence or disability of the President. To ensure the Vice President has the Board history and experience to equip them for their term, a Vice President nominee must have already served at least 3 years on the CCEORCC Board. In the event no Vice President nominees have previously served 3 years on the CCEORCC Board, this requirement will be reviewed collectively, by the Board, depending on the candidacy available. A unanimous decision needs to be made, in order for the Vice Presidential candidate to move forward in the election.

 

Section 9. The Secretary’s duties and authorities shall include, but not be limited to: accountability for the accuracy of Board documents, such as true minutes of all business meetings of the CCEORCC and meetings of the Board, and Administrator of the CCEORCC documents including, but not limited to: the By-laws and Board Policies and Procedures. The Secretary may assume additional duties as determined through a unanimous decision by the Board of Directors.

 

Section 10. The Treasurer duties and authorities shall include, but not be limited to accountability for the accuracy of CCEORCC finances, preparation of the annual budget, adherence to Generally Accepted Accounting Principles (GAAP) (as dictated by the Chartered Professional Accountants Canada Association) and ensuring an independent audit of the CCEORCC’s finances and financial statements. The Treasurer may assume additional duties as determined through a unanimous decision by the Board of Directors.

 

Section 11. The Board shall exercise all powers of the CCEORCC, except as specifically prohibited by these Bylaws and the laws of the jurisdiction in which the organization is incorporated/registered. The Board shall be authorized to adopt and publish such policies, procedures and rules as may be necessary and consistent with these bylaws and policies, and to exercise authority over all CCEORCC business and funds.

 

Section 12. The Board shall meet at the call of the President, or at the written request of three (3) members of the Board. A quorum shall consist of no less than one-half of the membership of the Board at any given time. Each member shall be entitled to one (1) vote and may take part and vote in person only. At its discretion, the Board may conduct its business by teleconference, facsimile or other legally acceptable means and mutually agreed upon by all Board members. Meetings shall be conducted in accordance with parliamentary procedures determined by the Board.

 

Section 13. Every decision of the Board shall be by a majority vote unless otherwise required by the policies of the Board or these By-laws. Each Director shall be entitled to one vote on any matter coming before the Board. In the event of a tie, the President will cast the deciding vote.

 

Section 14. If any officer position becomes vacant, the Board may appoint a successor to fill the office for the unexpired portion of the term for the vacant position. In the event the President is unable or unwilling to complete the current term of office, the Vice President shall assume the duties and office of the presiding officer for the remainder of the term.

 

 

Article V – CCEORCC Nominations and Elections:

Section 1. The nomination and election of directors shall be conducted every three (3) years in accordance with the Terms of Office specified in Article IV, Section 5. All voting members in good standing of the CCEORCC shall have the right to vote in the election. Discrimination in election and nomination procedures on the basis of race, color, creed, gender, age, marital status, national origin, religion, physical or mental disability, or unlawful purpose are prohibited.

Section 2. Candidates who are elected shall take office on the same day as they elected, and shall hold office for the duration of their terms or until their successors have been elected and qualified.

 

Section 3. The Secretary of CCEORCC shall prepare confidential documents containing nominees for each Board position and shall determine the eligibility and willingness of each nominee to stand for election. Each candidacy will also be reviewed by the Board, prior to voting document being released to the voting members of the CCEORCC. Candidates for Board positions may be nominated by a petition process established by the Board. Elections shall be conducted either of the following ways; (a) during the annual meeting of the membership; or (b) by electronic vote in compliance with the legal jurisdiction. The candidate who receives a majority of votes cast shall be elected. Ballots shall be counted by tellers designated by the Board.

 

 

Article VI – CCEORCC Committees:

Section 1. The Board may authorize the establishment of standing or temporary committees to advance the purposes of the organization. The Board shall establish a charter for each committee, which defines its purpose, authority and outcomes. Committees are accountable directly to the Board. Committee members shall be appointed from the membership of the organization. The CCEORCC officers and/or Directors can serve on the CCEORCC Committees, unless the candidacy of a Board member, contradicts By-laws set forth in this document.

 

Section 2. The President, in consultation with the Board, shall appoint the Chair of Committees and project teams. The Chair shall appoint the members of a committee or project team. Voting within committees and project teams shall be by simple majority of votes cast.

 

Section 3. The Board shall have the authority to remove Committee Chairs and members at its discretion.

 

 

Article VII – CCEORCC Supervisory Council:

Section 1. The Supervisory Council of the Council of Cultural and Educational Organizations of Russian Compatriots supports and advises the Board of Directors in the fulfillment of its oversight responsibilities for the following:

Compliance with legal and regulatory requirements;

Integrity of financial reporting;

Other duties as requested by the members or Board of Directors.

Section 2. The Supervisory Council shall be governed by and abide by the SUPERVISORY COUNCIL CHARTER and all policies, procedures, rules, and directives lawfully set forth hereunder and the Charter.

 

Article VIII -- CCEORCC Finance:

Section 1. The fiscal year of the CCEORCC shall be from 1 January to 31 December.

 

Section 2. CCEORCC annual membership dues shall be determined and set through a unanimous decision by the CCEORCC’s Board.

 

Section 3. The CCEORCC Board shall establish policies and procedures to govern the management of its finances and shall submit required tax filings to appropriate government authorities.

Section 4. All dues billings, dues collections and dues disbursements shall be performed by the Treasurer of the CCEORCC.

 

Section 5. A budget showing anticipated revenue and expenses shall be adopted annually by the Board of

 

Directors. The Board shall provide the approved budget to the membership for member perusal upon member request.

 

Section 6. Accounting for the finances of the CCEORCC shall conform to Generally Accepted Accounting Principles (GAAP) as dictated by the Chartered Professional Accountants Canada Association.

 

Section 7. The members can, at each annual meeting, appoint a mutually agreed upon, and professionally recognized Auditor to audit the accounts of the CCEORCC for reporting to the members at the next annual meeting provided that the Board of Directors may fill any vacancy in the Office of the Auditor. The remuneration of the Auditor shall be fixed by the Board of Directors.

 

Section 8. Contracts, documents, including cheques, drafts and notes, or any instruments in writing

 

requiring the signature of the CCEORCC, shall be signed by any selected and unanimously agreed upon, Board member or any qualifying Officer or Director and all contracts, documents and instruments in writing so signed shall be binding upon the CCEORCC without any further authorization or formality. The Board of Directors shall have power to appoint a Board member, Officer or Director on behalf of the CCEORCC to sign specific contracts, documents and instruments in writing.

 

Section 9. The Board of Directors shall see that all necessary books and records of the Corporation, required by the By-laws of the Corporation or any applicable statute or law, are regularly and properly kept.

 

Section 10. The Board of Directors shall be prohibited from making an investment of CCEORCC funds into an investment option, private investment or commercial investment, which are directly or indirectly subject to market fluctuations or losses that could reduce the principal value of the investment. Any investments to be made, must be fully authorized by the President and all Board members.

 

 

Article IX – Meetings of the Membership:

Section 1. An annual meeting of the membership shall be held at a date and location to be determined by the Board.

 

Section 2. Special meetings of the membership may be called by the CCEORCC, by a majority of the Board, or by petition of fifty percent (50%) of the voting membership directed to the President.

 

Section 3. Notice of all annual meetings shall be sent by the Board to all members at least 30 days in advance of the meeting. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting. In the case of an agenda change, members will be notified at least five (5) business days prior to the meeting.

 

Section 4. Notice of all special meetings shall be sent by the Board in advance to those members who can participate. The notice should indicate the time and place of the meeting and include the proposed agenda. Action at such meetings shall be limited to those agenda items contained in the notice of the meeting.

 

Section 5. Quorum at all annual and special meetings of the CCEORCC shall be thirty percent (30%) of the voting membership in good standing, in person, and on-lane.

Section 6. All meetings shall be conducted according to parliamentary procedures determined by the Board.

 

Each member in good standing shall have one vote per question or resolution only. Unless otherwise required by these By-laws, all actions of the membership quorum shall be carried by majority vote.

 

Section 7. In addition to the annual meeting and any special meetings, the Board of Directors may

 

Convene irregular meetings of the CCEORCC (i.e. educational sessions, social events) throughout the calendar year.

 

 

Article X - Inurement and Conflict of Interest:

Section 1. No member of the CCEORCC shall receive any pecuniary gain, benefit or profit, incidental or otherwise, from the activities, financial accounts and resources of the CCEORCC, except as otherwise provided in these By-laws.

 

Section 2. No officer, director, appointed committee member or authorized representative of the CCEORCC shall receive any compensation, or other tangible or financial benefit for service on the Board. However, the Board may authorize payment by the CCEORCC of actual and reasonable expenses incurred by an Officer,

 

Director, committee member or authorized representative regarding attendance at Board meetings and other approved activities. The Board may also authorize an annual token of appreciation gift to CCEORCC volunteers as well as a token of appreciation gift to outgoing Board members.

 

Section 3. The CCEORCC may engage in contracts or transactions with members, elected officers or directors of the Board, appointed committee members or authorized representatives of the CCEORCC and any corporation, partnership, association or other organization in which one or more of the CCEORCC’s directors, officers, appointed committee members or authorized representatives are: directors or officers, have a professional interest in, or are employed by the other organization, provided the following conditions are met:

 

  1. the facts regarding the relationship or interest as they relate to the contract or transaction are disclosed to the Board of Directors prior to commencement of any such contract or transaction.
  2. the Board in good faith authorizes the contract or transaction by a majority vote of the directors who do not have an interest in the transaction or contract.
  3. the contract or transaction does not threatened or hinder the interests and goals of the CCEORCC and complies with the laws and regulations of the applicable jurisdiction in which the CCEORCC is incorporated or registered at the time the contract or transaction is authorized, approved or ratified by the Board of Directors.

 

D. the contract or agreement does not pose a conflict of interest for the Board member involved in the transaction, and the Corporation

 

Section 4. All officers, directors, appointed committee members and authorized representatives of the CCEORCC shall act in an independent manner consistent with their obligations to the CCEORCC and applicable law, regardless of any other affiliations, memberships, or positions. Each member, not limited to the President, Vice President or Board members, shall preserve and endorse the interests of the CCEORCC.

 

Section 5. All officers, directors, appointed committee members and authorized representatives shall disclose any interest or affiliation they may have with any entity or individual with which the CCEORCC has entered, or may enter, into contracts, agreements or any other business transaction, and shall refrain from voting on, or influencing the consideration of, such matters that may cause a conflict of interest.

Article XI - Indemnification:

Section 1. In the event that any person who is or was an officer, director, committee member, or authorized representative of the CCEORCC, acting in good faith and in a manner reasonably believed to be in the best interests of the CCEORCC, has been made party, or is threatened to be made a party, to any civil, criminal, administrative, or investigative action or proceeding (other than an action or proceeding by or in the right of the Corporation), such representative may be indemnified against reasonable expenses and liabilities, including attorney fees, actually and reasonably incurred, judgments, fines and amounts paid in settlement in connection with such action or proceeding to the fullest extent permitted by the jurisdiction in which the organization is incorporated. Where the representative has been successful in defending the action, indemnification is mandatory.

 

Section 2. Unless ordered by a court, discretionary indemnification of any representative shall be approved and granted only when consistent with the requirements of applicable law, and upon a determination that indemnification of the representative is proper in the circumstances because the representative has met the applicable standard of conduct required by law and in these By-laws.

 

Section 3. To the extent permitted by applicable law, the CCEORCC may purchase and maintain liability insurance on behalf of any person who is or was a director, officer, employee, trustee, agent or authorized representative of the CCEORCC, or is or was serving at the request of the CCEORCC as a director, officer, employee, trustee, agent or representative of another corporation, domestic or foreign, non-profit or for-profit, partnership, joint venture, trust or other enterprise. Attaining such insurance will be a decision made unanimously amongst the Board members of the CCEORCC.

 

 

Article XII - Amendments:

Section 1. These By-laws may be amended by a two-thirds (2/3) vote of the voting membership in good standing present at an annual meeting of the CCEORCC duly called and regularly held; or by a two-thirds (2/3) vote of the voting membership in good standing voting by mail ballot returned within twenty (20) days of the date by which members can reasonably be presumed to have received the ballot. Notice of proposed changes shall be sent in writing to the membership at least twenty (20) days before such meeting or vote.

 

Section 2. Amendments may be proposed by the Board on its own initiative, or upon petition by ten percent (10%) of the voting members in good standing addressed to the Board. All such proposed amendments shall be presented by the Board with or without recommendation.

 

Section 3. All amendments must be consistent with CCEORCC By-laws and the policies, procedures, rules and directives established by the Board of Directors.

 

Article XIII – Severability:

Section 1. If any portion of these By-laws shall be invalid or inoperative, then, so far as reasonable, the remainder of these By-laws shall be considered valid and operative.

 

 

Article XIV – Dissolution:

Section 1. Should the CCEORCC dissolve for any reason, its assets shall be dispersed to a charitable organization designated by the voting membership after the payment of just, reasonable and supported debts, consistent with applicable legal requirements.