ZAMCAN Constitution
1.00 INTERPRETATION
In this constitution and all resolutions of the Foundation unless the content otherwise requires:
1.01 The singular includes the plural;
1.02 The masculine gender include all genders;
1.03 "Board" means the Board of Directors of the Zambian Canadian Foundation Inc.
1.04 "Director" means a member of the Board of Directors.
1.05 "Foundation" means the Zambian Canadian Foundation.
1.06 "Corporations Act" or "The Act" means the Corporations Act, R.S.O. 1990, CHAPTER C.38,
and any statute amending or enacted in substitution therefore, from time to time;
1.07 "documents", include deeds, mortgages, hypotheca, charges, conveyances, transfers and
assignments of property, real or personal, immovable or movable, agreements, releases, receipts
and discharges for the payment of money or other obligations, conveyances, transfer and
assignments of shares, bonds, debentures or other securities and all paper writings;
1.08 "Letters Patent" means the letters patent incorporating the Foundation, as from time to time
amended and supplemented by supplementary letters patent;
1.09 "Members" shall have the meaning as set out in Section 4.00.
1.10 headings used in the constitution of the Foundation are for convenience of reference only and
shall not affect the construction or interpretation thereof.
1.11 If any of the provisions contained in this constitution is inconsistent with those contained in the
Letters Patent, the provisions contained in the Letters Patent, as the case may be, shall prevail.
1.12 Except as provided in the Act, the Board shall have the authority to interpret any provision of this
constitution that is ambiguous or unclear.
2.00 THE FOUNDATION
2.01 Name - The organization shall be known as the Zambian Canadian Foundation (ZAMCAN), hereafter referred to as the “Foundation”.
2.02 Objectives – The Foundation has the following five objectives in accordance with the pre-approved objectives required by the Letters Patent:
(a). To receive and maintain a fund or funds and to apply all or part of the principal and income there from, from time to time, to charitable organizations that are also registered charities under the Income Tax Act (Canada)
b). To relieve poverty in developing nations by providing food and other basic supplies to persons in need.
c). To provide necessities of life to victims of disasters.
d). To establish and operate a community centre to be used for workshops, programs, athletics, drama, art, music, handicrafts, hobbies and recreation for the benefit of the general public.
e). To provide education, counselling and other support services for immigrants and refugees in need, including language instruction, employment training, job search programs, translation services and information programs on Canadian culture and life.
3.00 HEAD OFFICE
3.01 The head office of the Foundation shall be in the City of
such place therein as the Board may from time to time decide.
4.00 SEAL
4.01 The seal shall be in such form as shall be prescribed by the Board and shall have the words
"ZAMBIAN CANADIAN FOUNDATION.” The custody of the seal shall be entrusted to the
Secretary or another officer or person whom the Board may designate.
5.00 MEMBERSHIP
5.01 Members - Membership in the Foundation shall be open to persons interested in furthering the objectives of the Foundation and shall consist of anyone whose registration for membership has been received by the Foundation within the previous two calendar years. Membership shall be non-transferable.
5.02 Categories and Definition of Membership - Membership categories for purpose of registration shall be youth, coach, life member, ordinary member and family member.
5.03 Member in Good Standing - A member shall be deemed to be in good standing provided they have paid registration fees of the Foundation in accordance with subsection 5.04, and they are not subject to a disciplinary investigation or action by the Foundation.
5.04 Fees - The Board may from time to time establish registration fees and any other fees in such amounts as it shall deem advisable and may for such purpose establish different classes with different fees and subscriptions with respect to each class except youth which shall be free; provided however, that any change shall be brought before the next meeting of Members and notice of such change shall be given. Any action of the Board as aforesaid, unless rescinded at such meeting of Members, shall continue and be valid, but the Members may at such meeting vary the actions of the Board as determined by a majority of voting Members present.
5.05 Termination of Membership
(a) Member may resign from the Foundation by giving written notice of his intention to resign; however, a Member may not resign when subject to a disciplinary investigation or action of the Foundation.
(b) Member may be suspended from the Foundation for failure to pay registration fees in accordance with subsection 5.04. If registration fees remain unpaid for a further 120 days following the suspension, the Member may be expelled from the Foundation.
(c) Notwithstanding expulsion from membership, a former Member remains liable for any assessment levied under authority of subsection 5.04 prior to the expulsion.
(d) In addition to suspension or expulsion for failure to pay registration fees, a Member may be suspended or expelled from the Foundation in accordance with the Foundation’s policies and procedures related to discipline of Members.
(e) Any Member who is not an individual shall cease to be a Member upon its dissolution or winding-up of affairs.
6.00 VOTING OF MEMBERS
6.01 Voting by Members - Voting at all Foundation meetings shall be based on “one person one vote”. A quorum for the purposes of a general meeting of the membership is deemed to be one-third of all paid up members. Unless otherwise required by the provision of the Corporation Act or the constitution of the Foundation all ordinary resolutions proposed for consideration at a meeting of the Members shall be determined by a simple majority of the votes cast by Members entitled to vote.
6.02 Special Resolution - A special or extraordinary resolution shall require a two-thirds majority of the votes cast by Members entitled to vote. A resolution for amendment of the constitution or by-laws of the Foundation shall be deemed a special resolution.
6.03 Show of Hands - At all meetings of Members of the Foundation, every question shall be determined by a show of hands unless otherwise required by the constitution of the Foundation or unless a secret ballot has been requested and granted. Whenever a vote by show of hands has been taken upon a question, a declaration by the president that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Foundation is conclusive evidence of the fact without proof of the number or proportion of votes in favour of or against the motion.
6.04 Written Resolutions - A resolution in writing, signed by all Members entitled to vote on that resolution at a meeting of Members, is as valid as if it had been passed at a meeting of Members. Facsimile signatures shall be satisfactory for the purpose of executing any such resolutions in writing.
7.00 BOARD OF DIRECTORS
7.01 Number - The property and business of the Foundation shall be managed by a Board of three and up to ten members.
7.02 The Board shall comprise an Executive Committee of the following officers: President, Vice-President, Secretary, Treasurer, and Publicity Secretary and up to an additional three members-at-large, and Zambia Liaison Officer, as ex-officio member of the Board, elected by the general membership. The duties of the Zambia Liaison Officer shall be prescribed by the Board from time to time.
7.03 The Board shall have the power to do all things necessary for managing the affairs of the Foundation in accordance with the Act and this constitution. Without limiting the generality of the foregoing, the Board shall have these powers:
(a) Except as otherwise provided in the Act or this constitution, all the powers of the Foundation including the power to delegate any of its powers, duties and functions.
(b) The power to discipline members in accordance with approved policies and procedures.
(c) The power to direct that disputes within the Foundation be managed in accordance with approved policies and procedures.
(d) The power to establish committees, to appoint members to committees or to delegate to others the authority to appoint members to committees.
(e) The power to prescribe rules and regulations not inconsistent with this constitution relating to the management and operation of the Foundation.
(f) The power to employ such persons as it deems necessary for carrying out the work of the Foundation.
7.04 Fund Raising - The Board shall take such steps as it may deem requisite to enable the Foundation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objectives of the Foundation.
7.05 Qualifications - A Director must be an individual with power under law to contract who is at least 18 years of age and a Member in good standing with the Foundation within 10 days prior to election as a Director.
7.06 Term of office - At the first meeting of Members following approval of this constitution, Directors shall be elected for a period of two years.
7.07 Vacation of Office - The office of a Director shall be vacated automatically:
(a) If the Director delivers a written resignation to the Secretary
(b) If the Director is found by a court to be of unsound mind,
(c) If the Director becomes bankrupt;
(d) If the Director ceases to be a Member in good standing of the Foundation
(e) Upon the Director’s death;
7.08 Removal from Office - A Director may be removed by a special resolution passed by two thirds (2/3) of the voting Members at a general meeting of Members, provided the Director has been given notice of and the opportunity to be present and to make representation at such a meeting.
7.09 Filling a Vacancy - For any vacancy occurring in the Board, the Board by majority vote, may, by appointment, fill the vacancy until the next annual meeting, provided the appointee meets the requirements as set out in section 6.04. A Director so appointed shall be eligible for re-election to the Board at the next election for the remainder of the vacant position’s term of office.
7.10 Remuneration of Directors - Directors shall not be entitled to any remuneration in their capacity as a Director.
7.11 Indemnification of Directors – The Foundation shall indemnify and hold harmless out of the funds of the Foundation each Director from and against any and all claims, demands, actions and costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director. The Foundation shall not indemnify a Director or any other person for acts of fraud, dishonesty or bad faith.
8.00 MEETING OF DIRECTORS
8.01 Place of Meeting Notice - Meetings of the Board of Directors may be held at any time and place to be determined by the Board provided that 48 hours written notice of such meeting shall be given, other than by mail, to each Director. Notice by mail shall be sent at least 14 days prior to the meeting. No formal notice of a meeting is necessary if all the Directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.
8.02 Meetings by Phone - If all the Directors of the Foundation consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a Committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.
8.03 Number of Meetings - There shall be at least two meetings per year of the Board.
8.04 Quorum - Four Directors shall form a quorum for the transaction of business. Such quorum of Directors present shall be competent to do and perform all acts, which are or shall be directed to be done at any such meeting. A quorum of the Executive Committee shall be three.
8.05 Voting - Questions arising at any meeting of the Board shall be decided by a majority of votes. Each Director is authorized to exercise one (1) vote. Proxies are not accepted at a meeting of the Board.
8.06 Written Resolutions - A resolution in writing, signed by all the Directors entitled to vote on that resolution is as valid as if it had been passed at a meeting of the Board or Committee of the Board. Facsimile signatures shall be satisfactory for the purpose of executing any such resolution in writing.
9.0 OFFICERS
There shall be a President, Vice-president, Secretary, and Treasurer elected by the Board from among their members and such other officers of the Board as might be determined by this constitution from time to time. One person may hold more than one office, except the office of the President.
9.01 President - The President, or in his absence the Vice-President, shall preside at all meetings of the Foundation and of the Board. The President shall act as the spokesperson for the Board and the organization. The President shall see that all orders and resolutions of the Board are carried into effect and that all meetings are run in accordance with the procedures established. The President may delegate any of his duties.
9.02 Secretary - The Secretary, or in his absence the Vice-Secretary, shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the Board.
9.03 Treasurer – The Treasurer or in his absence the Vice-Treasurer, shall act as the financial officer responsible for payment of debts and the maintenance of assets and financial records of the Foundation.
9.04 Publicity Secretary – The Publicity Secretary shall maintain contacts with other organizations and shall be responsible for all publicity services and activities of the Foundation. The Publicity Secretary shall produce and distribute newsletters and announcements, notify the Secretary of new membership prospects to be added to the mailing lists, and host new members and guest speakers at seminars.
10.00 ANNUAL OR GENERAL MEETINGS
10.01 Place - The annual or any other general meeting of the Members shall be held at or any place in
10.02 Timing - The Annual General Meeting shall be held normally in the last of the calendar year and, if that is not possible, as soon as possible in the new calendar year. The Board shall have power to call, at any time, a general meeting of the Members of the Foundation.
10.03 Rights of Members to Call Meeting - The Board shall call a special general meeting of Members on written requisition by Members carrying not less than one-third of the voting rights at a general meeting of members.
10.04 Business - At every annual meeting, in addition to any other business that may be transacted, the report of the President, the financial statements and the report of the auditors shall be presented and the auditors appointed for the ensuing year.
10.05 Quorum – One third of the eligible votes will constitute a quorum. Provided a quorum is present at the beginning of a meeting, the meeting may continue even though voting Members leaving reduce the numbers to less than a quorum. Members who have declared a conflict of interest shall be counted in determining a quorum.
10.06 Notice - A minimum of fourteen (14) days' written notice shall be given to each voting Member of any annual or general meeting of Members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit Members to form a reasoned judgment on the decision to be taken. Notice of each meeting of Members must remind the Member of the right to vote by proxy.
10.07 Adjournments - Any meeting of Members 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.
11.00 BOARD COMMITTEES
11.01 The Board may constitute such committees to help carry out its responsibilities, as it considers necessary. Such committee shall be composed of such persons appointed by the Board, whether members of the Board or not, and the duties of such committees shall be those from time to time designated by the Board.
11.02 Remuneration of Committee Members - The Board shall determine the remuneration if any to be provided to Board Committees Members.
11.03 Removal of Board Committee Members - Any committee member may be removed by majority vote of the Board.
12.00 EXECUTION OF DOCUMENTS
12.01 Cheques, Drafts, Notes, Etc. - All cheques, drafts or orders for the payment of money and all notes and acceptance and bills of exchange shall be signed by such officers or Directors and in the manner from time to time prescribed by the Board.
12.02 Execution of Documents - Contracts, documents or any instruments in writing requiring the signature of the Foundation, shall be signed by any two Directors and all contracts, documents and instruments in writing or signed shall be binding upon the Foundation without any further authorization or formality. The Board shall have the power from time to time by resolution to appoint any person or persons on behalf of the Foundation to sign specific contracts, documents and instruments in writing. The seal of the Foundation may, when required be affixed to contracts, documents and instruments in writing signed as aforesaid or by any person or persons appointed by resolution of the Board.
12.03 Books and Records - The Board shall see that all necessary books and records of the Foundation required by the constitution of the Foundation or by any applicable statute are regularly and properly kept.
13.00 DEPOSITS OF SECURITIES
13.01 The securities of the Foundation shall be deposited for safe keeping with one (1) or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Foundation signed by such officer or officers, agent or agents of the Foundation, and in such manner, as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
14.00 FISCAL YEAR
14.01 The fiscal year of the Foundation shall be determined by the Board.
15.00 AUDITORS
15.01 The Members shall, at each annual meeting, appoint an auditor to audit the accounts of the Foundation for report to the Members at the next annual meeting. The Auditor shall hold office until the next annual meeting provided that the Board may fill any casual vacancy in the office of the Auditor.
16.00 AMENDMENT OF CONSTITUTION
16.01 The constitution of the Foundation may be repealed or amended by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds (2/3) of the voting Members at a meeting duly called for the purpose, and the enactment, repeal or amendment of the constitution shall be in force from hence.
17.00 NOTICES
17.01 Signatures to Notices - The signatures to any notice to be given by the Foundation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
17.02 Computation of time - Where a given number of days notice or notice extending over any period is required to be given the day of service or posting of the notice shall unless it is otherwise provided be counted in such number of days or other period.
17.03 Omissions and Errors - The accidental omission to give notice of any adjourned meeting of the Board or of Members, or the non-receipt of any notice by any Director or Member or the auditor, or any error in any notice not affecting its substance shall not invalidate any action taken at the meeting. For the purposes of sending notice to any Director or Member for any meeting or otherwise, the address of the Member shall be the last recorded on the books of the Foundation.
18.00 REPEAL OF CONSTITUTION
18.01 Upon this constitution coming into force, By-law No. 2 is repealed provided that such repeal shall not affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to any such by-law prior to its appeal.
ENACTED this 12th day of June, 2009
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