The name of the society is the Edmonton Japanese Community Association (hereafter “the Association”).
The official address will be as designated from time to time by the Board of Directors.
Regular membership is open to all persons who agree with the objects of the Association, by application to the Association.
The Association may create categories of memberships, however defined.
The membership fee if any in the Association shall be determined from time to time by the Board of Directors.
The interest of a member in the Association is not transferable and ceases to exist upon the member’s death or when the member’s period of membership expires or when the member resigns in accordance with the Bylaws.
A member is in good standing when all dues and assessments are paid and the member is not subject to any complaint concerning such member’s conduct which is unresolved.
Any member who has not paid dues or assessments within three months after they become due shall be deemed to have his or her membership lapsed. A lapsed member may be reinstated upon payment of any dues and assessments outstanding together with any reinstatement fee.
7.1 Any member may be suspended by a majority vote of the Board of Directors. If any member is suspended, notification shall be given to such member by ordinary mail; then
7.2 Any member may be expelled from the Association by a majority vote of the members at a general meeting. Notification of such expulsion shall be sent by ordinary mail.
Any member wishing to resign from membership may do so upon written notice to the Secretary. A member shall remain liable for payment of any assessment or other sum levied or which became payable by the member to the Association prior to resignation.
BOARD OF DIRECTORS
The business affairs of the Association shall be conducted by a Board of Directors (the “Board”) consisting of not less than five and not more than 13 persons elected as set out below.
The number of directors shall be determined from time to time by the members at each Annual General Meeting.
The Board shall, subject to the Bylaws or directions given it by majority vote at any meeting of the members, have full control and management of the affairs of the Association.
Where there is an even number of members of the Board ½ of the members of the Board shall be elected at the Annual General Meeting. Where there is an odd number of the Board, ½ plus one director shall be elected at the Annual General Meeting. The determination of the number of directors to be elected shall be determined by the Board and set out in the Notice of the Annual General Meeting.
The term of office for Directors is two years, and they shall hold office until their successors are elected and installed at an Annual General Meeting.
6.1 Directors may resign upon written notice to the Board with the resignation taking effect according to the terms stated.
6.2 A director may be removed from office by a majority vote of the members at a general meeting, for any cause which the
society may deem reasonable.
Meetings of the Board shall be held as often as may be required, but at least every three months, and shall be called by the President. A special meeting may be called on the instructions of any three Directors, provided they request the President in writing to call such a meeting, and state the business to be brought before the meeting. Meetings of the Board shall be called by 10 days notice in writing or three days notice by telephone, fax or electronic mail to each Director. Any five Directors shall constitute a quorum. A meeting may be held without notice if all Directors are present. Notice of meeting may be waived by any Director, and such waiver may be given before or after the meeting. Failure to receive notice does not invalidate any decision made at a meeting.
Motions arising at any Directors’ meetings shall be decided by a majority vote with each Director given one vote per question. A ballot vote shall be used if requested by any Director. In the event of an equality of votes, the motion shall be deemed lost.
The Board from time to time may appoint members of the Association with specific duties and may grant such persons the right to attend but not vote at director’s meetings.
OFFICERS AND DUTIES
The following officers will be chosen by the Board from among its own members: President, First Vice-President, Second Vice-President, Secretary, Treasurer.
The President shall be ex officio a member of all committees. He/she shall, when present, preside at all meetings of the Association and of the Board. The President shall exercise general supervision over the affairs and activities of the Association.
The First Vice-President shall assume the duties of the President in his/her absence, and shall serve ex officio on designated committees.
The Second Vice-President shall assume the duties of the President and the First Vice-President in their absence, and shall serve ex officio on designated committees.
The Secretary shall attend meetings of the Association and of the Board to keep accurate minutes of the same. He/she shall have charge of the Seal of the Association which whenever used shall be authenticated by the signature of the Secretary and the President or a Vice-President. In the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of the correspondence of the society and shall be under the direction of the president and the Board. The Secretary shall also keep a record of all the members of the society and their addresses, send all notices of the various meetings as required. Any money collected shall be turned over promptly to the Treasurer.
The Treasurer shall receive all monies paid to the Association and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union, or Treasury Branch the Board may order. He/she shall properly account for the funds of the Association and keep such books and records as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the Association and submit a copy of the same to the Secretary for the records of the Association. The office of Secretary and Treasurer may be filled by one person if any Annual Meeting for the election of Directors so decides.
These five officers are the Executive Committee and are charged with the general operation of the Association between meetings of the Board.
Officers may be removed from office by a majority vote of Board members at a Board meeting, for any cause which the Board may deem reasonable.
The books, accounts and records of the Secretary and the Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the Association elected for that purpose at the Annual Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual Meeting of the Association. The fiscal year of the Association shall end on August 31 in each year.
The books and records of the society may be inspected by any member of the Association at the Annual General Meeting. Any member of the Association may request to review the books and records of the Association at any other time upon requesting the same and arranging a time satisfactory to the Executive of the Association. Each member of the Board shall at all times have access to such books and records.
Committees shall be established by the Board as deemed necessary. The chair of each committee so established will be appointed by the Board, and instructions to the chair may be given. The Board may dissolve any committee at any time, or issue new instructions.
Committees will present a report of their activities either to the Board or to a general meeting of members when requested.
MEETINGS OF THE MEMBERS
The Association shall hold an Annual Meeting on or before the 30th day of November in each year, of which meeting, 30 days notice shall be delivered in writing, either by mail to each member to the last known address on record with the Association, or by electronic mail to the last known email address on record with the Association. At each Annual Meeting there shall be an election of Directors, if any vacancy in the position of director exists. Any member eighteen years of age or older in good standing for a minimum of two years is eligible to hold any office.
General meetings of the Association may be called at any time by the Secretary upon the instructions of the President by notice in writing, either by mail to each member to the last known address on record with the Association, or by electronic mail to the last known email address on record with the Association, delivered at least eight days prior to the date of such meeting.
A Special Meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, 18 years of age or older, setting forth the reasons for calling such meeting. Notice of a Special Meeting shall be either by mail to each member to the last known address on record with the Association, or by electronic mail to the last known email address on record with the Association, delivered at least eight days prior to the date of such meeting.
Twenty five members in good standing shall constitute a quorum at any meeting of the members.
Any member eighteen years old or older who has not withdrawn from membership or been suspended or expelled shall have the right to vote at any meeting of the Association. Such votes must be made in person and not by proxy or otherwise.
A director, officer or member of the Association may receive reimbursement for any reasonable out of pocket expenses incurred in and about the business of the Association.
For the purpose of carrying out its objects, the Association may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Association, and in no case shall debentures be issued without the sanction of a special resolution of the Association.
The Bylaws may be rescinded, altered, amended, added to or replaced by a special resolution of the Association passed at a general meeting of which thirty days written notice is given and specifying the intention to propose changes to the Bylaws. The majority required for the passing of a change of the bylaws shall be ¾ of the members present and entitled to vote at the general meeting called for that purpose.
In the event of the winding up of the Association, the assets of the Association if any shall be transferred to eligible non-profit or charitable groups with similar objectives.