TABLE OF CONTENTS
PREAMBLE
ARTICLE 1: NAME
ARTICLE 2: HEADQUARTERS
ARTICLE 3: PURPOSES
AND AIMS
ARTICLE 4: MEMBERSHIP
4.1 Eligibility
4.2 Admissibility: Members in good standing
4.3 Classification of Membership
4.3.1. Household
4.3.2. Single
4.3.3. Honorary
Members
4.4 Dues
4.5 Suspension
and Expulsion
ARTICLE 5: BOARD
OF DIRECTORS
5.1 Composition
5.2 Term
of Office
5.3 Eligibility
5.4 Retirement
5.5 Vacancies
5.6 Quorum
5.7 Meetings
5.8 Notice
and Place of Meeting
5.9 Chair
5.10 Proceedings
5.11 Vote
5.12 Minutes
ARTICLE 6: POWERS
AND DUTIES OF THE EXECUTIVE MEMBERS
6.1 President
6.2 Vice
President
6.3 Secretary
6.4 Treasurer
ARTICLE 7: COMMITTEES
7.1 Special
Committees
7.2 Permanent
Committees
ARTICLE 8: ELECTIONS
8.1. Nomination
committee
8.1.1. Nomination
procedure
8.1.2. Voting
procedures
ARTICLE 9: GENERAL AND SPECIAL ASSEMBLIES
9.1 General
Assemblies
9.2 Special
Assemblies
ARTICLE 10: FINANCIAL
MATTERS, AUDITOR, BANKING
10.1 Year
End
10.2 Auditor
10.3 Signing
Officers
ARTICLE 11: MODIFICATIONS
TO THE BY-LAWS
ARTICLE 12: AUTHORIZED
EXPENSE
ARTICLE 13: FUND
RAISING
ARTICLE 14: USE
OF REVENUE
ARTICLE 15: NON
PROFIT VOCATION
ARTICLE 16: DISSOLUTION
8
ARTICLE 17: INDEMNIFICATION
OF DIRECTORS AND OFFICERS
17.1 Limitation
of Liability
17.2 Indemnification
PREAMBLE:
The present document is available in both French and English. In order
to simplify the text, the masculine gender includes the feminine gender
and the singular includes the plural. A person is a physical entity.
Any word or phrase that is not defined elsewhere in the present By-Laws
will be interpreted as conforming with the general or common meaning
associated with that word or phrase.
ARTICLE 1: NAME
The name of the Association shall be La Communauté Juive de
la Rive-Sud/The South Shore Jewish Community.
ARTICLE 2: HEADQUARTERS
The headquarters of the Association are to be located in the City
of Brossard, or any other location in a South Shore municipality
as may
be decided by the Board of Directors.
The Association can, in addition to its headquarters, establish other
quarters on the South Shore of Montreal any other office that the Board
of Directors may determine.
ARTICLE 3: PURPOSES AND AIMS
3.1 To be a non profit association.
3.2 To promote the advancement of Judaism, our Culture, Heritage and
Roots.
3.3 To each our children Judaism, Culture, Tradition and Heritage.
3.4 To promote socio-cultural and educational programmes and to offer
religious programmes. Every social or religious programme organized
by the SSJC must respect all aspects of Judaism and include all members
of the community.
ARTICLE 4: MEMBERSHIP
4.1 Eligibility:
Any person of the Jewish faith and all persons living under his roof
can become members of the Association.
4.2 Admissibility: Members in good standing:
Any person over the age of eighteen (18) who is eligible and interested
in the goals and activities of the Association and who conforms to
the standards established by resolution of the Board of Directors,
may be awarded the status of member in good standing by the Board
of Directors upon request. Members in good standing have the right
to
participate in all association activities, to receive notices of
general meetings, to attend such meetings and to vote. For the remainder
of
these By-Laws, the term “member in good standing” is deemed
to be a member who has paid his current year’s dues or has
otherwise satisfied the requirements of the Board.
4.3 Classification of Membership :
4.3.1. Household: allows all members living under the same roof to
take part in association activities, but grants the right to two (2)
of the household members over eighteen (18) to be designated by the
household, to participate in election proceedings (i.e. vote, nominate,
be nominated).
4.3.2. Single: allows a single person over the age of eighteen (18)
to take part in all association activities and participate in election
proceedings.
4.3.3. Honorary members: The Board of Directors, by resolution, may
nominate honorary members of the Association, any person who has rendered
a service to the Association by his work or donation, or who has contributed
towards the goals of the Association. Honorary members may participate
in all Association activities, but may not participate in election
proceedings.
4.4 Dues:
The Board of Directors may, by way of a resolution, decide upon the
amount of annual dues to be paid to the Association by active members
and the date they become due. Dues paid are not refundable even in
the case of expulsion, suspension of membership, or the retirement
of an active member. A member who has not paid his dues in the two
months following the due date and has been served ten (10) days notice,
may be struck from the list of members through a Resolution of the
Board of Directors.
4.5 Suspension and Expulsion:
The Board of Directors may, by way of a resolution and on the recommendation
of a disciplinary committee, suspend for a period determined by the
Board or even expel any member who refused or who fails to conform
to the provisions of the current by-laws or who commits an act that
is judged unworthy, in opposition or harmful to the goals pursued by
the Association. The decision made by the Board of Directors is final
and without appeal provided that the member concerned has been notified
in writing of the act and that he has been given an opportunity to
respond.
ARTICLE 5: BOARD OF DIRECTORS
5.1 Composition:
The Association’s affairs will be administered by a Board of
Directors consisting of thirteen (13) members in good standing as
follows:
President
Vice President
Past President
Secretary
Treasurer
Four (8) Directors who will fulfill various functions on diverse committees.
5.2 Term of Office:
Each administrator is elected for a period of two (2) years. At the
Annual General Meeting of the first year, four (4) members of the Board
of Directors will be replaced as follows: the President and three (3)
Directors. The second year of the mandate, the Vice-President, Secretary
and Treasurer and the five (5) other directors will be replaced. The
mandate of the President cannot exceed two terms. In the case where
there are no extra candidates for the positions to be filled on the
Board of Directors, then the election will be by acclamation.
An officer may be removed from office upon adoption by the Board of
Directors of a Resolution of Removal. Such resolution must be approved
by a majority of two-thirds (2/3) of the Board at a special meeting
of the members of the Board called for that purpose upon the request
of not less than 50% of the members of the Board.
5.3 Eligibility:
Only members in good standing of the Jewish faith are eligible for
election to the Board of Directors. Members of the Board of Directors
who complete one term are eligible for reelection.
5.4 Retirement:
A member of the Board of Directors may be retired from the Board of
Directors, and cease to fulfill all functions therein if:
5.4.1 He presents his resignation, in writing, to the Board of Directors,
either to the President or to the Secretary of the Association, or
at a meeting of the Board of Directors.
5.4.2 He becomes deceased or commits a criminal act.
5.5 Vacancies:
A Director whose seat has been declared vacant may be replaced through
a Resolution of the Board of Directors. His replacement will then
serve until the end of his predecessor’s term. When vacancies
arise on the Board of Directors, they may be filled at the discretion
of
the Board of Directors through the appointment of a person possessing
the same qualification as his predecessor. The Board of Directors
may continue to function in the interim, provided there is still
a quorum.
5.6 Quorum:
A quorum for holding meetings of the Board of Directors is a minimum
of five members of the Board. A quorum must exist for the whole duration of
the meeting.
5.7 Meetings:
The Board of Directors will meet as often as necessary, but not less
than six (6) times per year. Robert’s Rule of Order, Revised
shall be the standard meeting procedure for all meetings of the Board
of Directors in the absence of any rule or law or by-law governing
the procedure in a particular situation.
5.8 Notice and Place of Meetings:
Meetings of the Board of Directors are called by the Secretary or
the President either by order of the President or upon request of
at least
two (2) Directors. Such meetings are held at a location designated
by the President and approved by the Board of Directors. Notice of
a Board of Directors’ meeting is given through a letter addressed
to each member of the Board of Directors sent to their last known
address at least eight (8) days before the meeting. This notice may
also be
given by telephone, fax or e-mail.
5.9 Chair:
Meetings of the Board of Directors are chaired by the President or
in his absence, the Vice President, or by a member of the Board of
Directors.
5.10 Proceedings:
The Chairperson for the Board of Directors’ meetings sees that
the meeting progresses and in general conducts proceedings in every
regard. He tables proposals on which a vote must be taken. In the event
that the Chair fails to table a proposal, any member of the Board may
table a proposal himself before the meeting is adjourned or terminated
and, if this proposal comes under jurisdiction of the Board of Directors,
the proposal is considered tabled, without the motion having to be
seconded. For this purpose, the Agenda of every Board of Directors’ meetings
is presumed to include a period during which members may submit proposals.
Should the Chairperson of the meeting fail to acquit the task properly,
the members can at any time discharge him and replace him with another
person.
5.11 Vote:
Every member of the Board of Directors has one vote and all questions
must be decided by the majority. Votes are taken by a show of hands
unless the Chair of the meeting or a member asks for a vote by ballot
in which case, the vote is taken by ballot. If the vote is taken by
ballot, the Secretary of the meeting acts as scrutineer and counts
the votes. Voting by procuration is not permitted and the Chairperson
has a preponderant vote in the case of a tie.
5.12 Minutes:
The Secretary or person designated for the meeting must take accurate
minutes of the proceedings, proposals, discussions and resolutions
of the Board of Directors so that absent members may consult them.
ARTICLE
6: POWERS AND DUTIES OF THE EXECUTIVE MEMBERS
6.1 President:
The President, if he is bilingual, has the right to chair the Annual
General Meeting and Board of Directors’ meetings; if not, an
alternate Chair is to be nominated to exercise this function. The President
represents the Association in dealing with government bodies and community
organizations and generally supervises the Association’s affairs,
unless a General Manager is appointed. He is an ex-officio member
of all committees. He has the power to convoke special meetings of
the
Board.
6.2 Vice President:
If the President is absent or unable to exercise his functions or
resigns, the Vice President has the power to assume the President’s
obligations.
6.3 Secretary:
The Secretary attends meetings of the Board of Directors and writes
up the minutes. He fulfils all functions that are assigned to him through
the present by-laws and regulations or by the Board of Directors. He
keeps the seal, Book of Minutes and all corporate files. He is responsible
for sending out notices of meetings to members and to the Executive.
6.4 Treasurer:
The Treasurer has the responsibility for the safe-keeping of Association
funds and accounting books. He keeps a record of assets and liabilities,
as well as income and expenses for the Association in books suited
for this purpose. He must allow the books to be examined by members
of the Association in good standing. He deposits all funds for the
Association in the financial institution designated by the Board of
Directors. He is also responsible for keeping the membership list up
to date
ARTICLE 7: COMMITTEES
Except as provided elsewhere in these By-Laws, the Chair and members
of each Committee shall be appointed after each Annual General Meeting
by the President after consultation and approval by the Board of
Directors.
The Chair and members of each Committee shall hold office from the
date of their appointment to the date of the next Annual General
Meeting. The Chair of each Committee shall be eligible for appointment
as such for not more than two consecutive terms. The Chair of each
Committee and the members may be removed by the President after consultation
with the Board of Directors.
Except as provided herein, members of each Committee may be removed
by the Chair of such Committee for reasonable cause upon approval
of such removal by the President.
Categories: The Committees of the Association are divided into two
categories: special committees and permanent committees.
7.1 Special Committees:
Committees created by the Board of Directors, according to specific
needs for a certain period and for specific purposes. These Committees
carry out the objectives set by the Board and report to the Board
upon request. They are automatically dissolved upon completion of
their mandate.
7.2 Permanent Committees:
The Association has five (5) permanent committees which are: The
Executive Committee, the Education Committee, the Social Committee,
the Ritual Committee and the Membership Committee.
ARTICLE
8: ELECTIONS
8.1. Nomination Committee
The officers of the Association shall be elected as follows:
The President, upon approval of the Board of Directors, shall
appoint a Nominating Committee consisting of the Past President
(or a Director until such time as there is a Past President)
and two members in good standing. This Committee shall present
the list of nominees to be published in the newsletter prior
to Election Day. All nominees must be contacted and have given
their consent to accept the nomination prior to their name being
presented.
8.2 Nomination procedures
8.2.1 In
order to participate in election Proceedings (to
nominate, to be nominated, to hold office,
to receive notice of general meetings,
to attend such meetings and to vote), one must
be a member in good standing of the South Shore
Jewish Community and, as per article
4.2.1, have obtained the status of a member in
good standing on or before August 31st of the current
year.
8.2.2The
Nominating Committee will begin its
function on September 1st of the
current year and will receive
all nominations within the
first 30 days of its mandate, which is to say on
or before September 30th.
8.2.3 Nominations
must be submitted in writing on the
form provided and state the name
of the member
nominated, the position for which
the member is nominated, and bear the signature
of the nominee indicating his or her consent to
the nomination. Three (3) members in good standing
must sign such nominations.
8.2.4 A
list of nominees will be sent to
all members in good
standing or published in The Bulletin at
least 15 days prior to the Annual
General Meeting.
8.2.5 The Annual general Meeting will be held on the
last Sunday of October of the current year, or
if this falls on a Jewish holiday,
on a date to be announced by the Board.
8.2.6 The chair of the Nominating Committee shall
oversee all election proceedings at the Annual
General Meeting.
8.3. Voting Procedures
8.3.1 Voting is by secret ballot.
8.3.2 In
the event that only one (1) candidate is running
for a position, he / she shall be acclaimed
to the position.
8.3.3 The ballot shall contain the names of the nominees
and the positions they seek.
8.3.4 A nominee is elected to a position by a majority
vote of the members in good standing present at
the Annual General Meeting.
8.3.5 Following the vote, nominations shall be received
from the floor for any vacant positions. If necessary,
another vote will be taken.
8.3.6 At the conclusion of the Annual General Meeting,
should any positions remain vacant, the Nominations
Committee must submit nominees to
the Board of Directors for approval until the vacant
positions have been filled.
8.3.7 All Officers shall take office immediately
following the elections.
ARTICLE
9: GENERAL AND SPECIAL ASSEMBLIES
9.1 General Assemblies:
A notice of a General Assembly, as well as the
Agenda, will be sent by mail or any other electronic
means, to all members in good standing
of the Association to their last known address
according to Association records before August
30 at the latest each year. Any General Assembly
may be considered a Special Assembly to inform
and decide on any
matter that may be submitted to Special Assembly.
9.2 Special Assemblies:
Special assemblies are held in a place appointed
by the Board of Directors. It is up to the Board
to hold such assemblies when they
are judged necessary, in the best interests of
the Association or to administer its affairs.
Nevertheless, the Board of Directors is
required to call and hold an assembly within
a reasonable delay upon receiving written request
from at least 1/10 of members in good standing.
ARTICLE
10: FINANCIAL MATTERS, AUDITOR, BANKING
10.1 Year End:
The financial year end is December 31 or any
other date fixed by Resolution of the Board of
Directors.
10.2 Auditor:
No director or anyone associated with the Board of Directors may
be named Auditor for the Association. The members of the Association,
on recommendation of the Board of Directors, may appoint an accountant
or auditor, according to the needs of the Association during the
Annual Assembly. His remuneration will be decided by the Board
of Directors.
10.3 Signing Officers:
10.3.1. All contracts, agreements, obligations and other legal documents
that require the signature of the Association must be signed by the
President or Vice-President and by the secretary or Treasurer.
10.3.2. All bank drafts, cheques, transfers, investments and other
banking documents that require the signature of the Association must
be signed by any two (2) Signing Officers.
10.3.3. Signing Officers are the President, Vice-President, Secretary,
and Treasurer. The Board of Directors may, at any time, by way of
Resolution, authorize other people to act as signing officers. This
authorization may be general or limited to a particular case.
10.3.4. Except for the aforementioned, and except for any disposition
to the contrary taken by means of a Resolution of the Board of Directors,
no member of the Board, its representative or employee has either
the power or authorization to bind the Association by contract or
otherwise, nor to use its credit.
ARTICLE
11: MODIFICATIONS TO THE BY-LAWS
The Board of Directors has the power to rescind or
modify any clause in the present By-Laws, except
the existence of the permanent committees,
but any such revocations or modification will only
come into effect when it has been ratified by the
members in good standing present
at a General Assembly or at a Special Assembly called
for this purpose. If this revocation or modification
is not ratified by a simple majority
during the General or Special Assembly, then it ceases
to be valid the day of the assembly.
ARTICLE
12: AUTHORIZED EXPENSE
Any expense that exceeds the sum of one hundred
dollars ($100.00) must first be approved by the
Board of
Directors.
ARTICLE
13: FUND RAISING
The Association may organize fund raising activities,
receive donations, bequests and other contributions
of a similar nature. All fund raising
activities within the Association or other organizations
must be approved by the Board of Directors.
ARTICLE
14: USE OF REVENUE
The Association must use all revenue principally
for the educational, religious, charitable
or social activities of the Association.
ARTICLE 15: NON PROFIT VOCATION
The Association will operate as a non-profit organization and all
profits or other gains will be employed to accomplish its objectives.
ARTICLE
16: DISSOLUTION
In the event of the dissolution or liquidation
of the Association, the remainder of assets, once
all debts have been paid, will be given
to one or more of several registered Canadian charitable
organizations to be decided upon by the Board of
Directors.
ARTICLE
17: INDEMNIFICATION OF DIRECTORS AND OFFICERS
17.1 Limitation of Liability
No Officer or Director shall be liable for the acts of omission
and commission of any other Officer or Director.
No Officer or Director shall be liable for any liability of expenses
sustained or incurred by the Association as a result of the execution
by such Officer or Director unless such liability or expense was
sustained or incurred because of willful neglect, dishonesty or
bad faith.
17.2 Indemnification
Every Officer and Director and their heirs, executors and administrators
and estate and effects, respectively, shall be indemnified and
saved harmless by, or out of the funds of the Association, from
time to time and at all times, from and against:
17.2.1.
a)
all
costs, charges and expenses whatsoever which such person sustains
or incurs in or about any action, suit or proceeding which is
brought, commenced or prosecuted against such person, for or in
respect of any act, deed, matter or thing whatsoever heretofore
or hereafter made, done or permitted by such person, in or about
the execution in the normal course of such person’s functions
and duties; and
b) all other costs, charges and expenses that
such person sustains or incurs, in and about or in relation to
the affairs there, except such costs, charges or expenses as are
occasioned by the wilful neglect, dishonesty, bad faith or default
of such person.
