CONSTITUTION AND BYLAWS

THE CONSTITUTION AND BYLAWS OF THE OTTAWA CHINESE COMMUNITY SERVICE CENTRE

(Revised October, 2015)

CONSTITUTION

The Ottawa Chinese Community Service Centre is a non-profit, non-partisan, charitable organization incorporated under the laws of Ontario and committed to advancing the full social and economic integration and participation of newcomers, immigrants and people of Chinese descent in the City of Ottawa.

1 NAME
1-1 The Centre shall be known as “Ottawa Chinese Community Service Centre”.
2 INTERPRETATION
2-1 For the purpose of this constitution:
   a. “Board” means the board of directors;
   b. “Centre” means Ottawa Chinese Community Service Centre.
3 HEAD OFFICE
3-1 The head office of the Centre shall be in the City of Ottawa, in the Province of Ontario, and at such place therein as the Board may from time to time determine.
4 OBJECTIVES
The objectives of this Centre are as follows:
4-1 to educate the community on matters relating to the Chinese language by providing interpretation and translation services from Chinese to one of Canada’s official languages and vice versa.
4-2 to provide support services to the community for Chinese immigrants and refugees in need such as providing information, orientation, supportive counselling and referral services on issues including immigration, health and welfare, medical-dental care, education, housing, employment, worker’s compensation, human rights, consumer’s protection, fair labour practices, and landlord and tenant relations; and

4-3 to provide education and counselling to needy persons on the drafting of résumés, searching for employment and obtaining the skills and training necessary for successful integration into the labour market.
5 MEANS OF ACHIEVING OBJECTIVES
In order to achieve the above listed objectives the means exercised by the Centre will include, but not be limited to, the following:
5-1 to provide language training in a safe, welcoming and supportive environment;
5-2 to provide assistance in completing various forms including income tax returns, employment insurance benefits, old age security pension, social welfare payment, etc; and
5-3 to provide recreational and fitness programs.
6 MEMBERSHIP
6-1 Membership shall be open to any member of the public who supports the objectives of the Centre and who pays the prescribed membership fees. The Board reserves the right to not accept a membership application if the applicant in question does not support the objectives of the Centre.
6-2 Membership participation in the Centre will be free from discrimination in accordance with the principles set forth by the Charter of Rights and Freedoms and the Ontario Human Rights Code.
6-3 The Board may establish an annual membership fee, payment of which shall be required to maintain a member in good standing. Membership fees, in whole or in part, are not refundable.
6-4 The term of the membership shall be valid for one year from the date of registration. It is renewable on an annual basis. Multi-year membership is also available.
6-5 Each member in good standing shall be entitled to one vote on each matter arising at any special or general meeting of members.
6-6 Members in good standing shall be entitled to nominate candidates for the Board. Nominations shall be made in writing no later than 30 days prior to the set date of the elections. Nominations are to be endorsed by at least two members in good standing. Names of the nominees are to be sent to the chair of the Governance Committee.
6-7 A member may at any time resign by notice in writing to the Board. Where a member contravenes the Constitution or any objectives of the Centre, the Board may by a two third (2/3) vote, suspend his/her membership subject to review by the general membership at the annual meeting or at a special meeting.
6-8 Only members in good standing can run for office.
7 ANNUAL AND OTHER MEETINGS OF MEMBERS
7-1 The annual meeting shall be held within eighteen months of the last annual meeting at such a place within the City of Ottawa and on such a day and at such a time as the Board may determine.
7-2 A report of the activities of the Centre for the previous year, a financial statement, and the auditors’ report shall be presented at each annual meeting. The members shall appoint auditors and elect directors for the ensuing year.
7-3 Other meetings of members shall be held at the call of the Board upon the request of at least fifteen (15) members in writing to the Board. Such meetings shall be held within the City of Ottawa and within 60 days of the written request.
8 BOARD OF DIRECTORS
8-1 Powers and Composition of the Board
   a. The affairs of the Centre will be managed by a Board consisting of eleven (11) members.
8-2 Quorum
   a. Six (6) directors are required to form a quorum for the transaction of business. Transaction of business can be conducted by teleconference if warranted and agreed upon by all members of the Board.
8-3 Election of the Board of Directors
   a. Directors shall be elected at an annual or special meeting of the members.
   b. The term of office for board members shall be a maximum of three years from the date of their election.
   c. Each director, upon expiration of his or her first full term, will be eligible for re-election to a second and third three-year term. After serving three consecutive terms, or a maximum of nine consecutive years, a board member is retired and is not eligible for re-election until the member takes a rest period of one year. During this rest period, the member may offer her/his services and participate as a volunteer in Centre committees and activities.
   d. The Board shall ensure Board continuity through a rotation of directors maintained by staggered terms of office.
   e. The Board shall have the power to fill any vacancies on the Board during the period between annual meetings as long as a quorum of directors remain in office.
   f. The term of office for vacancies, filled by the Board or the membership, shall coincide with that of the vacancy. However, if the remaining term of the vacancy is less than a year it shall not be considered as constituting a term.
8-4 To be eligible to run for the Board, nominate a candidate for the Board, or vote at an annual general meeting or special meeting of the members, she/he must be a member, in good standing, of the Centre for a minimum period of 90 days. Members in good standing of the Centre are individuals who have paid their membership fees in full, and who support the mission and goals of the Centre.
8-5 Meeting of Directors
   a. The Board shall meet on at least four (4) occasions between annual meetings at such place or places as it may be determined by the Board.
8-6 Absence from Board Meetings
   a. Except where a director has been given a leave of absence, any director, who, having been properly notified of an upcoming Board meeting, misses more than three (3) meetings, without explanation, during each year of office, shall be asked to resign from the Board or explain her/his absence. Failing such resignation or explanation accepted by a majority of the Board, such director may be removed from his/her position by a majority vote of the Board.
8-7 All members of the Centre have the right to attend Board meetings as observers. The Board reserves the right to go ‘in camera’ where such a decision is warranted.
8-8 Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of a tie vote, the Chairman, in addition to his original vote, shall have a second or casting vote.
8-9 The directors of the Centre may administer all of the affairs of the Centre and make or cause to be made for the Centre, any kind of contract which the Centre may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Centre by its constitution or otherwise that it is authorized to exercise and do.
8-10 The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from his/her position as such; provided that a director may be paid or reimbursed for reasonable expenses incurred by him/her in the performance of his/her duties.
9 OFFICERS
9-1 There shall be a President, a Vice-President, a Treasurer, a Secretary, and such other officers as the Board may determine from time to time.
9-2 A person may hold more than one office except the offices of President and Vice-President.
9-3 The Officers shall be elected by the Board from among their number at the first meeting of the Board after the annual election of such a Board.
9-4 Duties of Officers
   a. President – The President shall, if present, preside at all meetings of the directors and of members. He/she shall sign all instruments which require his/her signature and shall perform all duties incidental to his/her office and shall have such powers and duties as may from time to time be assigned to him/her by the directors.
   b. Vice-President – The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence of disability or refusal to act of the President. The Vice-President shall have such powers and duties as may from time to time be assigned by the directors.
   c. Secretary – The Secretary, shall, when present, act as secretary of all meetings, shall have custody of the minute books of the Centre and the documents and registers referred to in Section 300 of the Corporation Act (Ontario) and shall perform such other duties as the directors require.
   d. Treasurer – The Treasurer shall be responsible for supervising the general financial operations of the Centre. He/she shall be responsible for seeing that full and accurate accounts of all financial transactions of the Centre are kept in proper books of account and that all funds are deposited in the name and to the credit of the Centre. He/she shall ensure that all funds of the Centre are properly disbursed, that proper vouchers are prepared therefore and shall render to the Board, at regular meetings thereof or whenever required of him/her, an account of all financial positions of the Centre. He/she shall be responsible for ensuring that all budgets are prepared for consideration by the Board. He/she shall also perform such other duties as may be determined from time to time by the Board.
10 EXECUTIVE DIRECTOR
10-1 The Executive Director is the chief executive officer of the Centre and is responsible to the Board for the effective management of the Centre’s operations and staff.
11 NON-PROFIT
11-1 This Centre shall be carried on without the purpose of gain for its directors, officers or members and any profits or other accretions shall be exclusively used in the promotion of its charitable objects.
12 BORROWING
12-1 The Board may from time to time:
   a) borrow money on the credit of the Centre;
   b) issue, sell or pledge security of the Centre;
   c) charge, mortgage, hypothecate or pledge all or any or the real or personal property of the Centre to secure any securities or any monies borrowed, or other debt, or any other obligation or liability of the Centre.
13 POWER TO HOLD LAND
13-1 The Centre shall possess the power to acquire by purchase, lease or otherwise and to hold any land or interest therein necessary for the carrying out of its objects, and when no longer so necessary, to sell, alienate and convey the same.
13-2 Land, or any interest therein, if purchased shall be held in such manner as the Board shall from time to time determine.
14 DISSOLUTION
14-1 Upon the dissolution of this Centre and after payment of all debts and liabilities, the remaining property of the Centre shall be distributed or disposed of to Canadian charities registered under the Income Tax Act (Canada), to be designated by the then members of the Centre.
15 AMENDMENT
15-1 This Constitution may, at any time, be amended, altered or revoked pursuant to a resolution passed by a two thirds vote of the members present at a special, general or annual meeting of members duly called for that purpose, and for which due notice of such amendment, alteration or revocation shall have first been given to each member in the notice calling for such a meeting.
16 SPECIAL PROVISIONS REQUIRED OF INCORPORATED CHARITIES
16-1 The Centre shall be subject to the Charities Accounting Act and the Charitable Gifts Act.
16-2 The Board shall serve as such without remuneration and no director shall directly or indirectly receive any profit from their positions as such, provided that directors may be paid reasonable expenses incurred by them in the performance of their duties.
16-3 The borrowing power of the Centre pursuant to any by-law passed and confirmed in accordance with section 59 of the Corporations Act shall be limited to borrowing money for the current operating expenses, provided that the borrowing power of the Centre shall not be so limited if it borrows on the security of real or personal property.
16-4 If it is made to appear to the satisfaction of the Minister, upon report of the Public Guardian and Trustee, that the corporation has failed to comply with any of the provisions of the Charities Accounting Act or the Charitable Gifts Act, the Minister may authorize an inquiry for the purpose of determining whether or not there is sufficient cause for the Lieutenant Governor to make an order under subsection 317(1) of the Corporations Act to cancel the letters patent of the corporation and declare them to be dissolved.
16-5 The funds of the Centre shall be invested in such a manner as determined by the directors, and in making such investments the directors shall not be subject to the Trustees Act, provided that such investments are reasonable, prudent and sagacious under the circumstances and do not constitute, either directly or indirectly, a conflict of interest.
16-6 For the objectives of the Centre and as incidental and ancillary thereto, the Centre may exercise any of the powers as prescribed by the Corporations Act, or by any other statutes or laws from time to time applicable, except where such power is limited by the letters patent of the Centre, the Corporations Act, or common law relating to charities.

BYLAWS

COMMITTEES
a) The Board shall have the power to appoint a committee to deal with particular matters as it may direct.
b) Each committee as appointed shall be headed by a director, and be composed of such number as the Board may determine.
EXECUTION OF DOCUMENTS
Contracts, deeds, transfers, licences, and agreements on behalf of the Centre shall be signed by the President and the Treasurer, or the President and the Secretary.
BANKING
a) One or more bank accounts shall be kept at such chartered bank or banks in Canada as the Board may determine.
b) All cheques and/or other negotiable instruments and notes shall be signed for and on behalf of the Centre by any two of the five signing authorities, which include the President, Vice President, Treasurer, Secretary, and Executive Director.
FINANCIAL RECORDS AND BOOKS
a) The Board shall see that all necessary financial books and records of the Centre are regularly and properly kept.
AUDITOR
a) The Board shall appoint one or more auditors who shall make such audit of the financial books and records as she/he or they, as the case may be, in his/her or their opinion deem necessary.
b) The auditor of the contracted auditing firm shall prepare and certify all annual and audited financial statements.
c) The annual financial statement shall be sent to each member at the time of mailing of the notice of the upcoming annual meeting of members.
FINANCIAL YEAR
Unless otherwise determined by the Board, the fiscal year of the Centre shall terminate on the 31st day of March in each year.
AMENDMENT
This Bylaw may, at any time, be amended, altered or revoked pursuant to a resolution passed by a two thirds vote of the members present at a special, general or annual meeting of members duly called for that purpose, and for which due notice of such amendment, alteration or revocation shall have first been given to each member in the notice calling for such a meeting.

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