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HINDU SAMAJ OF HAMILTON & REGION BYLAWS 2005 ARTICLE I - SCOPE These By Laws are pursuant to the Letters Patent/Charter dated January 22nd, 1976 which incorporated the Samaj. All other Constitutions and By-Laws (except the Letters Patent/Charter) are hereby specifically repealed. These By Laws take effect as of the date these are approved by the General Body Meeting on November 6th, 2005. The current Board of Directors as well as the actions taken by them in discharge of their duties is also ratified by these By Laws. ARTICLE II - NAME AND ADDRESS The organization shall be called “Hindu Samaj of Hamilton and Region”, hereafter referred to as “Samaj”. Place of worship shall be called “Hindu Samaj Temple”, hereafter referred to as “Temple”. The address of the Samaj is:
6297 Twenty Road East Hamilton, Ontario L0R 1P0 ARTICLE III - MEMBERSHIP
Section 1 Membership of the Samaj shall be open to those who are willing to abide by its objectives and paying the necessary fees and/or donations. Section 2 Membership shall be considered a privilege and not a right. Section 3 All members shall be entitled to use the facilities of the Samaj subject to such conditions as specified by the Board policies. Section 4 Annual membership shall expire on December 31st of the year in which it is obtained. Section 5 Organizations and other corporate bodies may make donations but shall not have any voting rights. Section 6 Membership categories shall be as follows: Annual Individual Membership $50 per calender year; Annual Family Membership $50 per family member per calender year. Children under the age of 18 will be considered Youth Members;
Benefactors Donation of $25,000 in one or more payments over a period of five consecutive years from September 15th, 2001; Patrons Donation of $10,000 in one or more payments over a period of five consecutive years from September 15th, 2001;
Platinum Donors Donation of $5,000.00 in a year;
Gold Donors Donation of $2,000.00 in a year;
Silver Donors Donation of $365.00 in a year.
Contributions made to the Samaj for any purpose as listed in these By-Laws (that is, Patrons, Benefactors, Platinum donors, Gold donors and Silver donors) shall be counted toward the Annual membership dues.
Donors shall only be recognized for the specific period for which they have made the contributions. Funds donated towards Platinum, Gold and Silver Donorship shall be kept in a separate interest bearing account and only proportional monthly share shall be transferred to the General Chequing account to be used first towards the operational expenses and the remainder amount in that particular month can be used for any other expenses at the discretion of the Board.
Section 7 A member who regularly pays his/her donations/fees and complies with these regulations is considered to be a member in good standing. Section 8 All members in good standing shall have the right to propose and second nominations, and vote at General Body meetings. Section 9 Eligibility to vote at a General Body meeting shall be granted only to those who have been members in good standing for at least 120 days preceding the date of such a meeting.
Section 10 Voting rights shall be restricted to members, who are 18 years of age or over.
ARTICLE IV - SAMAJ ORGANIZATION Section 1 Board of Directors
The funds and assets of the Samaj shall be administered by a duly elected Board of Directors (hereafter referred to as “BOD”), members of which will have a three-year term. The Board shall have fifteen members. Of these five will retire in April of every year and an election will be held to replace them; Section 1 A Transition Provision
The first elections under the new Bylaws (2005) shall be held on December 4th, 2005. In the first election under these Bylaws, five BOD members shall be elected for one year, additional five BOD members shall be elected for two years and the remaining five shall be elected for three years. The Election Committee shall have the final say in the interpretation of these Bylaws and any deviations therein.
Section 2 Eligibility for being a Director
(a) Must be a registered member in good standing for at least two immediate preceding years. (b) Must undertake to fulfill the duties assigned pursuant to these bylaws. (c) Must be either a landed immigrant or a Canadian citizen. (d) Current or former employees, including priests, of the Samaj, cannot participate in the elections in any manner for five years from the last date of their employment with the Samaj.
Section 3 Duties of Directors
A. The BOD shall exercise all such powers of the Samaj as are given in the Charter under the Ontario Corporation Act and these bylaws. In addition to having the overall responsibility for the smooth running of the Samaj, the Board shall perform the following functions:
(a) Appoint the following office-bearers from the Board of Directors for a term of one year after the election:
1. President 2. Vice-President 3. General Secretary 4. Treasurer 5. Religious Secretary 6. Food Secretary 7. Cultural Secretary 8. Buildings Secretary 9. Youth Affairs Secretary 10. Wellness Club Secretary 11. Library and Educational programs Secretary 12. Publication Secretary (including Web Site) 13. Fund raising Secretary 14. Operations Secretary 15. Volunteer Activities Secretary;
(b) If any Office-bearer, including President steps down, then to elect another office bearer;
(c) Monitor the attendance of individual Directors at duly called Board meetings. Any Director who fails to attend three Board Meetings in one year following the third Board meeting shall automatically be considered to have resigned from his/her position on the Board. If a written request for relief from this provision is made by the affected Board Member within 15 days of the third Board meeting explaining good cause for the absence, then the Board of Directors (by a simple majority) may grant the relief. If a position becomes vacant, then the said position will be filled in accordance with the bylaws;
(d) Maintain, through its General Secretary or any other designated Director, minutes of each meeting;
(e) Sign and execute all documents pertaining to purchase, sale and financing of real estate for the Samaj. A minimum of two Directors shall be required to sign and execute these documents. However, all such plans shall first be discussed and approved at a duly called meeting of the Board of Directors.
(f) Appoint bankers for the Samaj.
(g) Authorize two members from the Board to sign cheques for operating expenditures and three to sign cheques for capital expenditures; develop and implement detailed procedures concerning the maximum dollar amount and the frequency of individual cheques that such designated persons can sign.
(h) Appoint accounting firms to conduct external audit of the Samaj's books as well as engage competent legal counsel, if needed.
(I) Receive and review quarterly financial reports from the Treasurer.
(j) Appoint ad-hoc committees when necessary.
(k) Receive and where approved, act upon the committee reports.
(l) Submit a report at the Annual General Body meeting giving highlights of the activities of the Samaj during the preceding year.
(m) The Board may retain services of a bookkeeper to assist the Treasurer in discharging his/her duties;
(n) Shall be responsible for appointment and performance of the Priest.
B. All meetings of the Board shall be called by the President and shall ordinarily be presided over by him/her. The President in his/her discretion may request other Board Members to preside over a meeting as a Chairperson. Any individual Director may request the inclusion of a relevant agenda item.
C. The Vice-President shall assist the President in his/her duties; and in the absence of the President perform his/her duties. D. The General Secretary shall perform the following specific functions:.
(a) To call meetings of the Board of Directors at the direction of the President and record all minutes;
(b) To keep all records of meetings of the Board of Directors;
(c) To maintain minutes of meetings of the Board of Directors and the General Body, along with the names (confirmed by their signatures) of those who attended these meetings.
E. The Treasurer shall perform the following specific functions:
(a) To keep, or cause to be kept, a proper set of books of the Samaj;
(b) To keep the accounts ready for inspection by the Board of Directors and the internal and external auditors;
(c) To present all expenses incurred between meetings for approval by the Board;
(d) To present quarterly financial reports to the Board of Directors, which shall be published in the Samaj’s newsletter as well as posted on the web-site;
(e) To maintain and regularly update the membership lists and make them available to the Board of Directors and other committees or individuals who may require them in the conduct of business of the Samaj;
(f) To present an annual financial report to the annual general meeting. Such reports shall first be approved by the Board of Directors;
(g) To maintain a cumulative record of each individual member's donations to be used for granting Patron as well as Benefactor status;
(h) To ensure that monthly statements are completed within 60 days from the completion of any particular month;
(I) To ensure that a monthly income and expense summary is posted at the Temple as well as the Website within 60 days from the completion of any particular month;
(j) To ensure that a monthly income and expense summary is posted at the Temple as well as the Website within 60 days from the completion of any particular month;
(k) Annual financial statements shall be submitted to the Board within three months of the year end for each year;
(l) Regular fixed assets list shall be maintained;
(m) Accounting books will be maintained according to generally accepted Accounting principles generally accepted auditing guidelines and according to Charities Act as well as guidelines of Revenue Canada;
(n) To ensure that at all times there must be sufficient insurance coverage, which will cover the replacement, cost of the building, Directors Liability and other necessary insurance. F.The Religious Secretary shall perform the following functions:
(a) Organize the celebration of Hindu festivals in collaboration with the Cultural Secretary;
(b) Supervise the activities of the priest(s) inside the temple, and coordinate the services performed by the priest(s) outside the temple;
G. The Food Secretary shall be in charge of the activities in the kitchen of the temple and ensure that cleanliness and safety conditions are fully met. Food Secretary will also be responsible to form a team of volunteers who would render kitchen help to those sponsoring Preeti Bhoj on Sundays and other special days. He/she shall be responsible for maintaining Kitchen inventory.
H. The Cultural Secretary shall perform the following functions:
(a) Organize and coordinate - cultural and social activities of the Samaj;
(b) Organize celebration of Hindu festivals in collaboration with the Religious Affairs Secretary,; (c) Organize other related activities delegated by the Board of Directors.
I. The Buildings Secretary shall be responsible for proper maintenance of the real estate of the Samaj and shall regularly report to the Board of Directors on any problems or needs that may arise.
J. The Youth Affairs Secretary shall be responsible for organizing and coordinating Youth activities
K. The Wellness Club Secretary shall be responsible for organizing and coordinating of the Wellness Club activities, including maintenance of the Wellness Club bank account.
L. The Library and Educational Programs Secretary shall be responsible for organizing and coordinating activities in the library as well as educational programs. He/she shall be responsible in keeping inventory of the library books and other audio-video materials.
M. The Publications Secretary shall be responsible, in cooperation with the General Secretary, for all publications that are sent out by the Samaj to its members and other bodies, and for maintaining the temple website.
N. The Fund Raising Secretary shall be responsible for organizing and coordinating fund raising activities.
O. The Operations Secretary shall be responsible for maintaining overall inventory of the Samaj’s assets, cleanliness of the Samaj’s property and smooth running of the day to day operations of the Samaj.
P. The Volunteer Activities Secretary shall work with the President to properly utilize the time of volunteer workers for the Samaj.
Q. All Board Members shall write a report of their activities to be published every quarter (3 months) in the Samaj newsletter. The report will be due 15 days before the end of quarter (that is, 15 days before the end of March, June, September and December). The Quarterly report shall specifically include a status report of the tasks assigned to the Board Member as a result of his/her position by these By-Laws as well as duly delegated to that Board Member. Failing to provide such a written report for two quarters in one year preceding the second quarter shall automatically be considered a resignation from the Board. If a written request for relief from this provision is made by the affected Board Member within 15 days of such default explaining good cause for the absence, then the Board of Directors (by a simple majority) may grant the relief. If a position becomes vacant, then the said position will be filled in accordance with the bylaws.
ARTICLE V - AD HOC COMMITTEES
Section 1 The Board of Directors shall develop proper guidelines to appoint Ad Hoc committees. Ad Hoc committees shall dissolve as soon as their assigned tasks are completed.
Section 2 A non-Board Member may be appointed to any Committee either as a member or as a Chair, as long as there is one Board Member on that Committee. ARTICLE VI - FINANCE AND REMUNERATION
Section 1 All work related to the Samaj shall be done on a voluntary basis by the members, except where a member incurs an approved out-of-pocket expense he/she shall be reimbursed for such an expense upon completion of the Expense form.
Section 2 Any unbudgeted payment exceeding $1000.00 shall require prior approval of the Board of Directors.
Section 3 All cheques shall be signed in accordance with these bylaws. A resolution to this effect shall be passed by the Board of Directors each year after the election or, if necessary, at any other time.
Section 4 No Board member shall participate in the vote or approval process for an expense, if he/she has a conflict of interest.
ARTICLE VII - MEETINGS
Section 1 An Annual General Body meeting shall be held in April of each year at the Temple for the purpose of:
(a) Electing five members of the Board of Directors;
(b) Receiving the annual report from the Board of Directors; (c) Receiving the financial report of the Treasurer for the year.
Section 2 Additional meetings of the entire membership may be called as decided by the Board of Directors or upon the written request of at least 50 members of the Samaj for the purpose of conducting special business.
Section 3 Any meeting of the entire membership shall only be convened by giving at least thirty days notice before the meeting. Items which are on the agenda to be circulated along with such notice shall be voted upon at that meeting. The agenda will be posted at the Temple notice board, on the web-site, and will be circulated through newsletter. In a situation of emergency, Board of Directors only with unanimous vote and by proper documentation of the reasons, can add an item to the Agenda three days before the General Body meeting, if a proper notice has not been given 30 days before the meeting. In the latter event, the additional item on the agenda shall be posted at the Temple as well as on the web site at least three days before the General Body meeting along with written reasons approved by the Board of Directors explaining the situation of emergency.
Section 4 The quorum for general membership meetings shall be one-third of the membership or 50, whichever shall be smaller. EC may by following the procedure as stated in Article IX Section 13 reduce the requirements for the quorum.
Section 5 The Board of Directors shall meet at least ten times a year for its business.
Section 6 The Board of Directors meeting shall be open to all the Samaj members to attend as observers. However, the Board may hold a closed door meeting, where as a result of a sensitive issue, it is in the best interest of the Samaj that the meeting be closed to the Samaj members.
Section 7 The Treasurer shall make all accounting books and the supporting data available to all the Samaj Members. This external review by the Samaj members shall be conducted on the second Sunday of August and will cover the period from January 1st to June 30th. If for some reason, this meeting cannot be held on the second Sunday of August, then the Board at the Treasurer’s request may schedule it on any other Sunday in the month of August.
ARTICLE VIII - REMOVAL OF OFFICE BEARERS AND MEMBERS
Section 1 A written petition signed by 50 or more members of the Samaj against the conduct of an elected or appointed office bearer of the Samaj can be submitted to the President of the Board of Directors. Such a petition shall be discussed at a meeting of the Board. By a two-thirds vote of the members present, the Board can recommend to the General Body of the Samaj the removal of the Office bearer(s) in question. The general body by a two thirds vote of the members present can approve such a recommendation. The office bearer(s) in question shall be given an opportunity to present his/her/their case in the matter at both the Board meeting and the general body meeting. The vacant position will be filled according to the bylaws stated in section 4 of this article.
Section 2 Any member denouncing the objectives of the Samaj or abusing his/her privileges or engaging in activities such as consuming alcoholic beverages, eating meat, smoking, causing disruptions in the Temple building, and vandalism to the Samaj Property, or comes to the Temple in an obvious state of intoxication etc. may have his/her membership cancelled by a two- thirds majority vote taken in a meeting of the Board of Directors.
Section 3 No member shall be entitled to a refund of membership fees or donations under any circumstances.
Section 4 If a position on the Board of Directors becomes vacant due to resignation, removal or any other reason, a meeting of the remaining members of the Board will be called to discuss the matter.
(a) If the term of the vacant position is for less than one year, the Board of Directors shall appoint an eligible person to the position for the remainder of the term.
(b) If the term of the vacant position is for more than one year, an election shall be called to fill the position or the position may be contested during the next annual general election of the Samaj.
ARTICLE IX – ELECTIONS OFFICER, ELECTIONS, PROCEDURE FOR VOTING
Section 1 General Elections to fill the annual vacancies on the BOD will be called in April of every year. By-Elections can held at any time during the year to fill any other vacancy to the BOD.
Section 2 Three Election Officers shall be appointed by the BOD for one year in January every year. They shall be called the Election Committee (EC) and select one among them as the Chief Election Officer (CEO). Such appointments shall be made from eligible members who do not hold any current position and will be ineligible as candidates for any position during 60 days after the termination of their appointment.
Section 3 Even though Election Officers shall be appointed by the BOD, once the appointment has been accepted, they shall be independent of the BOD.
Section 4 The appointment of Election Officers shall be published in a newsletter within 30 days of the date of appointment. If any Samaj Member has any objection to the appointment, then they can submit written submissions to the BOD within 30 days from the date of mailing of the newsletter. The BOD shall consider those written submissions, and in their sole discretion, may either appoint another individual as Elections officer, or confirm the initial appointment. If there are no objections the initial appointment shall be considered final.
Section 5 Once the Election Officers’ appointment is confirmed, the General Secretary shall provide to the EC the latest membership list, and other materials required to perform their duties. The EC shall post the list at the temple within two weeks of receiving the same for a period of two weeks. Any omissions pointed out to the EC within two weeks of posting of the voting members list shall be added to the list. Any omissions pointed out to the EC after the said two week period will not be a ground for challenging election results.
Section 6 The Elections Officers once appointed will give a personal undertaking to uphold the Charter and By-Laws of the Samaj.
Section 7 In a situation, where the Charter and the By-Laws do not specifically provide a procedure for elections and/or voting, the CEO shall be the final arbiter of the procedures to be used, and will provide his/her reasons in writing for using his/her discretion. There shall be no appeal by any member of the Samaj from the decision of the Chief Election Officer.
Section 8 The CEO shall act as Parliamentarian in a Special General Body meeting where no elections are involved.
Section 9 The EC shall appoint further members as assistants, if needed. Such appointments shall be made from eligible members who do not hold any current position and shall be ineligible as candidates for any position during 60 days after the termination of their appointment.
Section 10 A minimum of 4 weeks notice of the election shall be given by the EC and nominations invited. This notice shall be published in the newsletter, and posted on the Web-Site as well as at the Temple.
Section 11 Nominations must be submitted by 5:00 p.m. one week before elections and nominees wishing to withdraw, must do so at least one day before election date. Scrutinized list of all nominations, along with a voting members list shall be posted on the bulletin board by no later than 6 days before elections. . Section 12 At the discretion of the EC voting could be by secret ballot.
Section 13 EC in its discretion, but only after publishing the procedure related to three weeks before the General Body meeting, may adopt one of the following procedures for the General Body meeting: A. Quorum of 50 members as contemplated by these By-Laws:
B. Quorum to consist of members present 30 minutes after the commencement of the General Body meeting, where 30 days notice has been given to the Samaj members. Only items on the agenda shall be voted upon in such a meeting;
C. To extend the time period for voting, where 50 valid votes shall be counted as a quorum. If procedure related to quorum is not posted three weeks before the General Body meeting, then the Quorum shall consist of 50 members as contemplated by these Bylaws and no exception shall be allowed.
Section 14 The results of the election shall be announced as soon as possible after the official count.
Section 15 The decision of the EC on the procedure to be followed shall be final and will not be subject to appeal in a Court of Law. If more than 50 members of the Samaj sign a petition challenging any decision of the Elections Officer with in 10 days from the date of any decision of the EC, then BOD shall vote upon those objections and can overrule EC's decision, on a procedural issue only, by nine-tenths of vote. In that event, a new Elections Officer shall be appointed after which fresh voting shall be allowed. ARTICLE X – RESOLUTION OF DISPUTES – ARBITRATIONS
Section 1 Any dispute by a member of the Samaj relating to any business of the Samaj and/or dispute between two members of the Samaj relating to any business of the Samaj shall be referred to Arbitration by the Elections Committee (EC);
Section 2 The Chief Elections Officer in his/her sole discretion shall appoint either of the Elections Officer as Arbitrator within 30 days of the receipt of written request from a Samaj member;
Section 3 Arbitrator in his/her sole discretion shall decide the procedure to be used;
Section 4 Arbitrator in his/her sole discretion shall decide as to whether the proceedings will be closed or open to the other Samaj members;
Section 5 Arbitrator’s decision shall be final, binding and enforceable;
Section 6 Arbitrator in his/her sole discretion may or may not provide reasons for the decision;
Section 7 The Samaj members shall have no right to Appeal from any interim or final decision of the Arbitrator;
Section 8 If a Samaj member ceases to be a member of the Samaj for any reason, he/she shall have no right to dispute any issue as listed in Section 1 of this Article while he/she was a member of the Samaj.
ARTICLE XI - AMENDMENT TO CHARTER & BYLAWS
Section 1 Charter shall be amended by a three-fourths vote of the members present and voting at the general meeting duly called to consider such amendments.
Section 2 Bylaws shall be amended by a two-thirds vote of the members present and voting at the general meeting duly called to consider such amendments.
Section 3 The amendments will have to be filed with the appropriate Ministry within 60 days of the General Body meeting and approved within 180 days of the General Body meeting or otherwise these will automatically lapse.
ARTICLE XII - INTERPRETATIONS
Section 1 If a disagreement arises in the interpretation of these bylaws, then the ambiguity must be resolved by keeping the interest of the Samaj supreme and setting aside individual differences or interests and/or referring the matter to a committee made up of neutral persons to be chosen at a meeting of the Board of Directors. ARTICLE XIII - PRIESTS
Section 1 The Samaj will employ one or more priests who can perform Hindu rituals, rites, archana, and regular pooja of all deities in the temple, as prescribed in the Karm Kaand of Sanatan Dharma.
Section 2 The priest(s) should be able to sing bhajans, keertans, and give discourses on various aspects of the Hindu religion in Hindi, and if possible, English also.
Section 3 The priest(s) shall participate in all scheduled services in the temple and any outside activity (with the approval of the Religious Secretary) must not interfere with the normally scheduled functions, except in an emergency. A priest not showing exemplary behavior or not living up to the standards expected from him will be subject to disciplinary action, and removal, if necessary.
Section 4 If required, the Board of Directors, may bring suitable priest(s) from abroad, initially on probation for a period of six months, which may be extended for another six months.
Section 5 After one year on probation, a priest may be considered by the Board of Directors for renewal of appointment for another year.
Section 1 Members may make full use of the facilities of the Samaj subject to such conditions as stipulated by the Board of Directors. However, no activity shall be permitted in the Samaj building if it is against the objectives and image of the Samaj.
Section 2 All members shall avoid conflict of interest.
Section 3 The Samaj premises shall not be used for promoting business organizations, except that the Samaj may accept paid advertisements placed in its publications if deemed desirable.
Section 4 Membership lists shall not be made available to other organizations or used for commercial purposes.
Section 5 The Board of Directors shall honor the wishes of the donors if they do not want their donations made public.
Section 6 Any Capital project in excess of $100,000 shall require the approval of the General Body.
Section 7 Receipts for Income Tax purposes will be issued for all donations of $10 or more.
Section 8 Voting as required by these By-Laws shall be by a simple majority, unless stated otherwise.
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