National Congress of Italian Canadians

BY-LAW NO.1
A by-law relating generally to the conduct of the affairs of the National Congress of Italian-Canadians - Toronto District

BE IT ENACTED as a by-law of the National Congress of Italian-Canadians - Toronto District as follows:

1. INTERPRETATION

1.01 In this by-law and all other by-laws and resolutions of the National Congress of Italian-Canadians - Toronto District, unless the context unless the context otherwise requires:

a) the National Congress of Italian Canadians - Toronto District, shall hereinafter be referred to as the "District";
b) the singular includes the plural, the singular;
c) "board" means the Board of Directors of the District;
d) "delegate" means each individual who makes up the Assembly of Delegates established pursuant to section 7 hereof; and
e) "members" means the members of the District as determined pursuant to section 6.

2. HEAD OFFICE

2.01 The head office of the District shall be in the Municipality of Metropolitan Toronto, in the province of Ontario and at such place therein as the board may from time to time determine.

3. SEAL

3.01 The district may adopt a seal, which seal shall be the corporate seal of the District.

4. OBJECTS

4.01 The objects of the District will be those of the National Congress of Italian Canadians, with such changes thereto as many be appropriate to reflect the different levels of responsibility, provided that in no event will the objects of the District be inconsistent with those of the National Congress of Italian-Canadians.

5. REPRESENTATION

5.01 The District shall endeavor to represent the following class of persons:
a) every Italian or Canadian of Italian origin of 18 years of age or over, residing in the Greater Metropolitan Toronto Area, who concurs with and supports the aims, objects and regulations of the District; and
b) the spouses and children of the persons described in paragraph 5.01 (a).

6. MEMBERSHIP

6.01 The members of the District shall consist of associations, clubs or societies, a majority of the members of which are of Italian origin provided that:
a) such association , club or society has a legal character from the Province of Ontario or the Government of Canada; or
b) such association, club or society has been in existence for at least one year prior to the date that it applies for membership in the District; and
c) the association, club or society consists of at least 25 members in good standing; and
d) the application for membership of such association, club or society has been accepted and ratified by the board and at a general meeting of the delegates of the District.

6.02 The board may, in its sole and absolute discretion, exclude from membership and/or and member opposed to the aims and objects of the District and/or and member, association, club or society whose objects are solely political and/or commercial in nature.

6.03 Any member may withdraw from membership in the District by delivering a written resignation to the Secretary of the District.

6.04 The board shall be entitled from time to time to determine the membership fee payable by members.

7. DELEGATES

7.01 There is hereby established by this by-law an Assembly of Delegates, which shall have the power to, inter alia:
a) elect the members of the board, with the provision that by September 30, 1993 fifty percent (50%) of the members of such board shall be women;
b) approve the annual audited financial statements of the District together with the auditor’s report thereon;
c) approve the Comptroller’s Report; and
d) approve the remuneration payable to the auditors of the District.

7.02 The Assembly of Delegates shall be made up of delegates from the members of the District as follows, with the provision that by September 30, 1993 fifty percent (50%) of the delegates shall be women:
a) two (2) delegates representing each member association, club of society;
b) thirty (30) delegates elected from the public in a manner determined by the board from time to time provided that the board shall endeavor to have the delegates represent the members from the geographical areas represented by the District;
c) up to five (5) delegates who shall be nominees of the board; and
d) five (5) delegates who shall be designated youth delegates and each of whom shall be between eighteen and twenty-seven years of age.

A delegate may belong to only one of the foregoing classes at any one time.

8. MEETINGS OF DELEGATES

8.01 At least twice in each calendar year the board shall call a general meeting of the delegates to be held at such place and at such time as shall be designated by the board.

8.02 Special meetings of Delegates may be called at any place and time by the board and shall be so called at the written request of twenty-five percent (25%) of the delegates. The request shall specify the purpose for which the meeting is to be called.

8.03 At any general meeting and at any special general meeting each delegate shall be entitled to one vote.

8.04 Quorum - At any general meeting and at any special general meeting the presence of 50% plus one (1) of the delegates shall constitute a quorum.

8.05 Transaction of Business - Business shall be transacted on a simple majority vote provided that a quorum is present when such vote is taken. The Chairperson of the meeting shall not me entitled to vote, except that in the case of an equality of votes, the Chairperson of the meeting shall have a casting vote.

8.06 No Proxy - No vote at a meeting of the delegates shall be cast by proxy.

8.07 Notice - Notice of the time and place of all meetings of the delegates and the general nature of the business to be transacted must be given at least twenty one (21) days prior to the prior to the meeting by pre-paid mail.

8.08 Scrutineers - At each meeting of delegates, one or more scrutineers, who need not be members, may be appointed by a resolution of the meeting or by the Chairperson with the consent of the meeting, to serve as scrutineer of the meeting.

8.09 Show of Hands - At all meetings of delegates every question shall be decided by a show of hands unless a poll on the question is required by the Chairperson or requested by a delegate. Upon a show of hands every delegate present in person shall have one vote. Whenever a vote is requested, a declaration by the Chairperson that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the District is conclusive evidence of the fact without proof of the number of proportionate votes recorded in favour of or against the motion.

8.10 In the absence f the President, every Vice-President, the Secretary and the Treasurer, the delegates present at any meeting of delegates shall choose another member of the board as Chairperson, the delegates present shall choose one of their number to be Chairperson of the meeting.

8.11 Adjournments - Any meetings of delegates may be adjourned to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjourned meeting and the quorum at any adjourned meeting shall be twenty-five percent (25%) of the delegates.

9. BOARD OF DIRECTORS

9.01 Number - The conduct of the affairs of the District shall be carried on by a board of twenty-three (23) directors composed f twenty-one (21) delegates and two (2) youth delegates.

9.02 Term - Each director shall be elected by the Assembly of Delegates and shall remain in office for a period of two (2) years from the date of election. The twenty-three (23) directors shall be elected on a rotational basis so that in one year fifteen (15) directors shall be elected and in the next year eight (8) directors shall be elected.

9.03 Qualifications - Each director shall:
a) be at least eighteen years of age;
b) be a delegate or a youth delegate, as the case may be, in good standing;
c) not be an undischarged bankrupt or a mentally incompetent person legally declared;
d) not be elected to or have declared himself or herself to be a candidate for member of parliament or member of the legislative assembly or any municipal office, including trustee; and
e) not be an employee of the District.

9.04 Vacancy - Any vacancy on the board, may, so long as a quorum or directors remain in office, be filled by the remaining directors from the delegates to complete the unexpired term of the director which the person is appointed to replace, and such appointment shall be ratified at the next general meeting. The appointment of a director to fill a vacancy by the board shall be made within sixty (60) days of the occurrence of the vacancy and, if no such appointment is made, the vacancy shall be filled at the next general meeting of delegates. If, upon the occurrence of a vacancy, there is no quorum of directors in office, the remaining directors shall forthwith call a special meeting of the delegates to fill the vacancies on the board.

9.05 Quorum - A simple majority of the board will constitute a quorum for conducting business. If a quorum is not present at any meeting, the directors may, by unanimous resolution determine that the directors present shall constitute a quorum for the conducting of business, but in no case shall a quorum be less than seven (7) members of the board.

9.06 Notice of Meeting - Meetings of the board may be called by the President, the Vice President or by the Secretary and shall be called upon the request of any seven (7) directors. All notices of meeting shall be delivered, mailed or telephoned to each director, in the case of delivery or mail, not less than five (5) days prior to the date of the meeting and in case of telephone notice, not less than one (1) day prior to the date of the meeting. A certificate of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting shall be necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice in their absence.

9.07 Regular Meetings - The board may appoint one or more days in each month for a regular meeting of the board at a place and time named, and, in such instance, no further notice need be given with respect to such meeting.

9.08 Voting - Questions arising out of the meeting of the board shall be decided by the majority vote. The Chairperson of a meeting shall not be entitled to vote, except that in the case of an equality of votes, the Chairperson of the meeting shall have a casting vote. At all meetings of the board, the President or, in the President’s absence, the First Vice-President, or in their absence, the Second Vice-President shall a ct as Chairperson of the meeting, or, by resolution of the board, the directors present shall elect one of the directors o act as Chairperson of the meeting. At all meetings of the board, every question shall be decided by a show of hands unless a poll on the question is required by the Chairperson or requested by any director. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact and no proof of the number or proportion of votes recorded in favour of or against the resolution is required.

9.09 Remuneration - The directors shall not, as such, be entitled to receive any remuneration. However, a director may be reimbursed for reasonable expenses incurred by him or her in the performance of such director’s duties and may also be paid remuneration for services rendered to the District in any other capacity.

9.10 Disclosure of Interests - Every director who is directly or indirectly interested in a proposed contract or a contract with the District shall declare his or her interest at a meeting of the board and shall not be entitled to vote on such proposed contract or contract.

9.11 Committee Memberships - Every director should endeavour to be a member of at least one committee and such membership should be encouraged by the officers of the District.

10. FOR THE PROTECTION OF DIRECTORS AND OFFICERS

10.01 Indemnity - Every director or officer of the District and his or her heirs, executors and administrators shall from time to time and at all times be indemnified and saved harmless out of the funds of the District, from and against:
a) all costs, charges and expenses whatsoever which the director sustains or incurs in or about any action, suit or proceeding which was brought, commenced or prosecuted against the director for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such director in or about the execution of the duties of such director’s office; and
b) all other costs, charges and expenses which the director sustains or incurs in or about or in relation to the affairs of the District, except the costs, charges or expenses occasioned by such director’s own willful neglect or default.

10.02 No director of officer of the District shall be liable for the act, receipts, neglect or defaults of any other director or officer or employee for joining in any receipt or act or conformity for a loss, damage or expense happening to the Congress for the insufficiency through deficiency of title to any property acquired by the District or for or on behalf of the District or for the insufficiency through deficiency of any security in or upon which any of the money of or belonging to the District shall be placed out or invested or for loss or damages arising from bankruptcy, insolvency or torturous act of any person, firm or corporation with whom for which any monies, securities or effects shall be deposited or for any other loss, damage from misfortune whatsoever which may happen in the execution of the duties of such office or trust in relation thereto unless the same shall have been by or through such person’s own wrongful and willful act or through such person’s own wrongful and willful neglect or default.

10.03 The District may, upon resolution of the board, purchase directors and officers insurance.

11. OFFICES

11.01 The officers of the District shall consist of a President, a First Vice-President, a Second Vice-President, a Third Vice-President, a Secretary, a Treasurer and a Youth Representative and such other officers as the board may from time to time by resolution determine to be necessary or advisable in the interests of the District. An officer may not hold more than one (1) office of the District, except that one person may hold the office of Secretary and Treasurer, in which case such person shall be known as Secretary-Treasurer. Each of the President, the First Vice-President, the Second Vice-President and the Third Vice-President must be members of the board and shall be elected to their offices in the manner set forth below.

11.02 Election of Officers - At each annual general meeting of the delegates, immediately after the board has been elected, an election shall be held for the offices of President, First Vice-President, Second Vice-President and Third Vice-President. Upon any such election, if more than one ballot is required, the person with the least number of votes on each vote count shall be eliminated from the list of candidates until one person is elected by a majority of not less than 51% of the votes cast at such meeting. The President shall remain in office for a period of two (2) years from the date of his or her election and shall not be eligible to run for office after having served two (2) consecutive terms.
The First Vice-President, the Second Vice-President and the Third Vice-President shall be elected in the same manner and following the same procedure with respect to the President. The Secretary, the Treasurer and the Youth Representative shall be appointed from the members of the board at the board meeting immediately following any annual general meeting and shall serve in such capacity at the pleasure of the board.

11.03 Duties of the President - The President shall, when present, and subject to section 9.08, preside over all meetings of the board and of the delegates and shall, in any event, act as Chairperson of the board. The President shall supervise the affairs and operations of the District, sign all documents requiring his or her signature and have the other powers and duties from time to time prescribed by the board or incident to his or her office.

11.04 Duties of the First Vice-President –The First Vice-President shall be responsible for the duties and powers exercised by the President in the event of the President’s absence or inability to act and shall have such other powers and duties from time to time prescribed by the board or incident to his or her office.

11.05 Duties of the Second Vice-President - The Second Vice-President shall be responsible for the duties and powers exercised by the President and the First Vice-President during the absence of both of them or during their inability to act. The Second Vice-President shall also have such other powers and duties from time to time prescribed by the board or incident to his or her office and shall have specific responsibility for women’s issues.

11.06 Duties of the Third Vice-President - The Third Vice-President shall be responsible for the duties and powers exercised by the President, the First Vice-President and the Second Vice-President during the absence of all of them or during their inability to act. The Third Vice-President shall also have such other powers and duties from time to time prescribed by the board or incident to his or her office.

11.07 Duties of the Secretary - The Secretary shall be the clerk of the board, shall record all facts and minutes of proceedings of the board and of the delegates at annual or special meetings and record minutes of all such proceedings in the books kept for that purpose. The Secretary shall give all notices required to be given to delegates and to directors and shall be the custodian of the corporate seal of the District and of all the books, papers, records, correspondence and documents belonging to the District and shall perform the other duties from time to time prescribed by the board or incident to his or her office.

11.08 Duties of the Treasurer - The Treasurer shall keep full and accurate records and accounts of all receipts and disbursements of the District in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the District in the bank or banks from time to time designated by the board. The Treasurer shall disburse the funds of the District under the direction of the board, taking proper vouchers therefore and shall render to the board, whenever required of the Treasurer, an account of all transactions as Treasurer of the District. The Treasurer shall co-operate with the auditors of the District during any audit of the accounts of the District and perform the other duties from time to time prescribed by the board incident to his or her office.

11.09 Duties of the Youth Representative - The Youth Representative shall co-ordinate all activities of the youth delegates and report to the board with respect thereto. The Youth Representative shall also liase with the youth delegates as a representative of the board and strive to maintain a fruitful relationship between the board and the youth delegates so that such delegates and all members represented by them may be encouraged to participate in the activities of the District.

12. COMPTROLLERS

12.01 The Comptrollers shall review the financial results of the District and discuss those results with the auditors in order to provide greater financial disclosure to the directors and delegates of the District. The financial statements of the District shall be presented to the Comptrollers for review before they are submitted to the directors. The Comptrollers may make recommendations with respect to matters such as revenue and expenditure controls, internal department reporting, cheque signing authority and the removal and appointment of auditors. Comptrollers shall meet at least once a year in order to discuss the financial dealings of the District and its management in detail from an objective viewpoint. The Comptrollers may hold additional meetings to review all interim financial statements issued by the District as well as internal financial systems and control of the District.

13. COMMITTEES

13.01 The directors may at any time and from time to time appoint one or more standing or ad hoc committees, the members of which need not be directors, and may, by resolution delegate to any such committee any of the powers of the board.

13.02 Upon any appointment of a committee, the directors shall determine the objects of the committee, any general or specific mandate of the committee and may designate who shall act as Chairperson of such committee so long as such Chairperson is a delegate of the District.

14. YEAR END and AUDIT

14.01 Unless otherwise determined by the board, the fiscal year end of the District shall terminate on the 31st days of December in each year

14.02 At each annual meeting, the directors shall appoint auditors to audit the accounts of the District and shall require the auditors to report to the delegates at the subsequent annual meeting.

15. EXECUTION OF DOCUMENTS

15.01 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by the officer or officers or person or persons, whether or not directors, officers or delegates, and in a manner from time to time prescribed by the board by resolution.

15.02 All documents requiring execution by the District may be signed by the President together with any other office, a Vice-President together with any officer or any two directors. All documents so signed shall be binding upon the District without any further authorization or formality. The board may, by resolution from time to time, appoint any officer or officers or any person or persons, for and on behalf of the District, either to sign documents generally or to sign specific documents.

15.03 The term "documents" as used herein includes all deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of properties, real or personal, immovable or moveable, agreements, releases, receipts and discharges of shares, bonds, debentures or other securities and all paper writings.

16. VACATING ORDER

16.01 The office of a director, officer or comptroller of the District shall be automatically vacated, if:
a) the officer, director or comptroller resigns his or her office be delivering a written resignation to the Secretary of the District.
b) the officer, director or comptroller is legally declared to be mentally incompetent or of unsound mind;
c) the officer, director or comptroller becomes bankrupt;
d) the officer, director or comptroller declares himself or herself to be a candidate for municipal, provincial or federal office, including trustee;
e) subject to the discretion of the board, the officer, director or comptroller fails to attend three (3) regularly scheduled consecutive meetings of the board and does not provide reasonable excuse for his or her absence prior to the meetings;
f) at a special meeting of the delegates of the District a resolution is passed by two-thirds of the delegates present at the meeting that the officer, director or comptroller be removed;
g) the officer, director or comptroller becomes an employee of the District;
h) provided that if any vacancy shall occur by operation to this paragraph, the board may, subject to s.9.04, appoint a replacement for such person.

17. RULES OF ORDER

17.01 To the extent that Roberts Rule of Order do not conflict with the letters patent supplementary letters patent or the by-laws of the District, they shall be used as a guide to conduct the meetings of the directors.

18. NOTICE

18.01 Computation of Time - In computing the date when notice must be given under and provision of the by-laws requiring a specific number of days notice of any meeting or other event, the date of giving the notice is, unless otherwise provided included.

18.02 Omissions and Errors - The accidental omission to give notice of any meeting of the board or delegates or the non-receipt of any notice by any director, officer or delegate or by the auditor of the District or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any director, officer, delegate or the auditor of the District may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.

19. AMENDMENT TO BY-LAWS

19.01 All previous by-laws enacted by an affirmative vote of at least two-thirds (2/3) of the delegates present at a meeting duly called for the purpose of considering the by-law and/or amendment or repeal thereof.

20. REPEAL OF PREVIOUS BY-LAWS

20.01 All previous by-laws of the District are hereby repeated in their entirety and any reference from this date forward to By-Law No. 1 of the District shall refer to and shall be deemed to refer to this By-Law.

21. ENGLISH AND ITALIAN VERSIONS

21.01 The by-laws of the District may be translated into Italian and such translated by-laws shall be affective in the same manner as the original English version, provided, however, that if any inconsistency exists between the English and Italian versions, the English version shall govern.

CONFIRMED by the delegates of the District at the special meeting of the delegates held on the 16th day of July, 1990.