1      ARTICLE 1

1.1   Definitions

In the interpretation of this By-law, unless the context otherwise requires, the following rules shall apply:

• “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time.
• “Board” means the board of directors of the Corporation.
• “By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect.
• “Chair” means the chair of the Board.
• “Corporation” means the corporation that has passed these by-laws under the Actor that is deemed to have passed these by-laws under the Act.
• “Association” means the Corporation in this context.
• This Association shall be named and called ”TAMIL CULTURAL ASSOCIATION OF WATERLOO REGION”. Abbreviation: TCAWR or TCA.
• “President” or “Secretary “or “Treasurer” means an individual occupying the Office of the Corporation by whatever name he or she is called.
• “Vice President” or “Assistant Secretary” or “Joint Treasurer” means an individual occupying the Office of the Corporation by whatever name he or she is called.
• “Committee Member” or “Volunteer Committee Member” means an individual occupying the position of the board by whatever name he or she is called.
• “Member” means a member of the Corporation.
• “Members” means the collective membership of the Corporation; and
• “Officer” means an officer of the Corporation.

1.2  Interpretation

Other than as specified in Section 1.1, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

Unless specified in these constitution/by-laws, the organization will be governed by the requirements outlined in the Ontario Not-For-Profit Act.

1.3  Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.

1.4  Seal and Logo

The Association may have a corporate seal in the form approved from time to time by the board.  If a corporate seal is approved by the board, the secretary of the corporation shall be the custodian of the corporate seal.

The Association owns the copyright to the logo and have right to use the logo as part of its branding and marketing.

1.5  Execution of Documents

The board’s written approval (minutes) is required in executing any documents on behalf of the corporation. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Executive Officers (President, Secretary or Treasurer) . In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the seal or logo to the document – if required. Any Executive Officers or the Auditor (only for financials) may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.

2    ARTICLE 2

2.1  Aims and Objectives

• To actively promote and nurture Tamil language, Arts, Culture and Community in and around the Region of Waterloo – Wellington, Ontario.
• To function as a non-profit organization.
• To promote goodwill, assist and maintain cordial relationships with Tamil community and with other associations within Canada and around the globe.
• To act as a non-political and non-religious organization.
• To associate with the Canadian multicultural Societies and promote Inter-cultural and inter-community activities.
• To facilitate or procure land and property under the name of association or with partnership another entity.

2.2 Legal Name

• Corporation Name: Tamil Cultural Association of Waterloo Region registered, Not-for-Profit Corporation. Date: February 28, 2002.
• Ontario Corporation Number (ONC) : 1509837.
• Business Number (BN): 865202642 RC0001.
• NAICS Code 8134 – Civic and social organizations.

2.3  Registered Office

The registered office of the Association shall be situated in the province of Ontario at the location specified in the by law within the Region of Waterloo.  The directors may change the location of its registered office within the Region of Waterloo       by a two third majority resolution.   The mailing address can be a rental location or Canada Postal box.

Currently.

• The principal office of the Association is 10 Baird Ave, Kitchener Ontario, N2B 2N4, Canada.
• The mailing address: P.O. Box.25048, Kitchener, ON, N2A 4A5, Canada.

3     ARTICLE 3

3.1 Qualification for Membership

Membership is open to people of  Tamil origin and/or speaking,  who embraces Tamil Language, Arts and Culture and be a resident of the Region of Waterloo, City of Guelph and Brantford or by special permission from the board if outside of the area.

3.2  Member residencies

A permanent resident is a person who’s primary residence is within the Region of Waterloo, Wellington region and Brantford.

Dual or Temporary resident is a person living in the region but also has another residence outside of Region of Waterloo, Wellington County and Brantford.

3.3  Membership Fees

The annual membership fee is determined by the board from time to time based on a resolution approved by the board.

Currently,

• Life Member: The present Life members shall be acknowledged. This option is no longer available.
• Family – $20 (Comprising of Father, Mother, and kids below 18 years)
• Adult / Student / Seniors (age 18+) – $10.

A family will consist of Parent(s) and children (below 18) ,Payments be accepted via electronic transfer, online credit cards, cash or cheque.

At the time of payment of the annual membership fee the member will be assigned an identification number, which will change upon renewal.

3.4  Voting Rights of Members

• All members over the age of 18 and paid membership fees in full for the current year are entitled to a vote at AGM, Family membership holders will be eligible for 2 adult votes.
• In the event of voting on resolution or issues where the results in a tie, the president may cast his or her vote to break the tie, if the presidents vote causes a time the voting will be adjourned to the next meeting until a majority is reached.
• Members obtained new membership, 90 days prior to AGM will be eligible to vote.
• Voting, Nominee for election, approval of amendments and policies will be authorized by a permanent resident of Region of Waterloo, Wellington – Guelph and Brantford.
• Dual or Temporary resident can be a member but will not have voting rights.
• If the auditor is a non board member, then they will not have voting rights for board decisions.

3.5  Termination of Membership

• Membership is terminated when:

1. The member dies.
2. The member fails to maintain all of the conditions for membership set out in section 5.
3. The member resigns, engages in criminal or unlawful activities, gambling, sexual misconduct.
4. The member fails to pay membership dues, if applicable.
5. The member is removed by the board in accordance with section 5.
6. The society is liquidated or dissolved under the act.

• Subject to the articles, upon any termination of membership, all rights of member automatically cease to exist.

3.6  Discipline of Members

The board may suspend or remove any member from the association for any one or more of the following grounds:

• Violating any provision of the articles, by laws or policies.
• Carrying out any conduct which may be detrimental to the association as determined by the board.
• Violating board decisions.
• Unauthorized use of TCA name or Logo
• Anonymous posts/communication on any communication platform

In the event that the board determines that a member or members should be expelled or suspended from the membership in the association, the process shall be done in good faith and in a fair and reasonable manner.  The President shall provide fifteen (15) days notice of suspension or removal to the member and shall provide reasons for the proposed suspension or removal.

The member may make a formal written submission with a valid personal email and contact number to the President in response to the notice received within such he/she may proceed to notify the member that the member is suspended or removed from the membership in the society.  Where written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions.  The board’s decision shall be final and binding on the member, without any further right of appeal.

4   ARTICLE 4

4.1  Board of Directors Election and Term

The board shall comprise of a slate of up to 16 Directors (excluding Auditor)with a minimum of 12 elected at the Annual General Meeting of the association which will include the previous president. six(6) office bearers and another ten (10) general body members. Members from the same household cannot serve on the board at the same time. The board will act as a governing body of the association and shall hold office for a term of two years.

An election sub-committee be established 30 days before calling for nominations from within the board or independent senior members to monitor and implement the election policy. The president will head this committee, which will comprise of 5 board members (Independent, Ex-president or others without conflict of interest) as selected by the board.

The Secretary shall call for written nomination 30 days before the AGM. Names for the various offices duly signed should reach the Secretary 15 days before the Annual General Meeting. The nominator must get confirmation from the nominee that they are willing, able to serve and fulfill the duties and responsibilities of a board member. A nomination from a board member should not have conflict or be avoided.

The dispute mechanism of elections or conflicts will be the sole responsibility of the board. A sub-committee will foresee matter and report to the board. A one-time appeal of the decision can be made within 15 business days after due notice to relevant parties.

4.2 Officers

The Board of Directors of the Association shall select the following officers from within the elected Board, who shall hold office for a term of two years.

The executive officers comprising of the President, Secretary and Treasurer will require the members to have served on the board for at least two term for President and at least one term for Secretary and Treasurer, so the candidate understands the operations of the board, what’s involved in these roles,  before becoming eligible to be considered for the officer nomination. If no candidate is available, then it is open to rest of the membership.

The elected office-bearers except the patron shall constitute the board:

• President
• Vice – President
• General Secretary
• Assistant Secretary
• Treasurer or Director of Finance
• Assistant Treasurer

The Office of the president, secretary and treasurer will be held for a two-year term only. He or She can be re-selected by the board to the same office only after a gap of three years.

4.3  Election of Office Bearers

The Secretary shall call for written nomination 30 days before the nomination. Names for the various offices duly signed should reach the Secretary 15 days before the Annual General Meeting. There will be two parties to the nomination process.  A nominator and nominee.  The nominator must get confirmation from the nominee that they are willing and able to take on the responsibilities to serve the office they are being nominated for. There is no provision for self nomination.  A board member cannot nominate a new board member and avoid conflict of interest.

Nomination for the post of President, Secretary and or Treasurer will be from the current or previous board. If no candidate is available, then it is open to rest of the membership.

Nomination for the post of President, Secretary and or Treasurer will be from the current board of directors. Respecting and recognizing the years of service to the organization, senior board members are generally considered. In the event there are more than one person nominated for the same office the board shall hold a closed ballot to decide the final appointment using a simple majority.

For the office of treasurer its preferred to have someone with an accounting background.

4.4 Duties

Board of Directors “The Board”

• The Board shall appoint from amongst them, the officers of the Association, who shall form the Executive Committee (President, Secretary and Treasurer).
• The Board shall manage the affairs of the Association by forming Sub Committees who will be vested by the board with duties and responsibilities as required.
• The Board shall render decisions on incomes and expenses within the financial limits and revenue of the Association.
• The Board may appoint any of its members to be chair of the sub-committees, with an outline of the expectations for the Committee and setting up rules regarding conflict, etc.
• The Board shall fill vacancies created in the Board by appointments for the remainder of the fiscal year.
• The day to day running of the Association shall be overseen by the board.
• Determine the events and activities of the association.
• The board shall nominate at the first meeting as to which Officer(s) shall have signing authority for the Association for execution of any agreements, contracts, etc.
• Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.
• Authority to submit amendments to constitution at the AGM. Shall examine and adopt the Annual report of the Secretary and the Financial Report of the Treasurer.
• Members are elected for a 24-month period. Existing members or board who’s term to be expired can remain in office for an extended period of one year or less, only under special circumstance. This is an extension only in conjunction with completion of a two-year term. It is restricted to pandemic or emergency only. The circumstance should be declared by the government of Canada, Province of Ontario, Regional Municipality of Waterloo or three levels of government.
• The emergency extension has to be approved by 2/3 of the members at an board meeting and be given 30 days notice to general membership. It should be approved at the following AGM. The board can approve new members at the next meeting.
• Volunteer and Disability Co-ordinator can be appointed by the board. The appointment can be made within or outside the membership.
• The board shall have the power to disallow any proposal or resolution brought forward by a member at the General Meeting or Board Meetings if, such proposal or resolution is contrary to the aims and objectives of the association is likely to bring dis-repute to the Association or is likely to hinder the well-being or development of the Association.
• Submit all expense claims in a timely manner to help Treasurer complete their event statements.

Duties of the Chair / President

The president shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.

Duties of the Treasurer

The treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.

Duties of the Secretary

The secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.

4.5 Protection of Directors and Officers

No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

• complied with the Act and the Corporation’s articles and By-laws; and
• exercised their powers and discharged their duties in accordance with the Act.

4.6  Conflict of Interest

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

If there is a breach in conflict of Interest, a three-member subcommittee overeseen by the president will review and take disciplinary action.  Results will be submitted to the board for approval.

4.7  Vacancies

The office of a Director shall be vacated immediately:

• If the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later.
• If the Director dies or becomes bankrupt.
• If the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
• If, at a meeting of the Members, the Member by ordinary resolution removes the Director before the expiration of the Director’s term of office.

4.8 Filling Vacancies

A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor:

• if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an ordinary resolution.
• if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; and
• a quorum of Directors may fill a vacancy among the Directors.

4.9  Committees

The board is empowered to create Committees / sub-committees for the purpose of a specific project or activity, those committees / sub-committees will cease to exist once the specific project or activity is completed. They may be established by the Board as follows:

• The Board may appoint from their number a director or a committee of Directors and may delegate to the Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated; and
• Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.

4.10 Insurance

Subject to the Act, the association shall purchase and maintain insurance for the benefit of its directors, officers, volunteers, members, and any person entitled to be indemnified by the Corporation.

5 ARTICLE 5

5.1  Annual General Meeting

The Annual General Meeting shall be held every year in the month of April on a date and time determined by the Board. The members shall be informed of such meetings by the Secretary, 21 days in advance.

Subject to compliance with the act, a member entitled to vote at an annual meeting may submit to the association notice of any matter that member proposes to raise at the annual meeting and discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal.

The agenda is to be approved by the board and shall include.

• The President’s report, which should include an Executive summary, achievements of the Association during the year, and goals/targets for the next year.
• The Treasurer will provide the audited accounts of the prior year and walk through the Financial Highlights.
• During an Election year – The members of the board shall be elected and the auditor for the current year shall be selected.
• Consideration of resolutions, amendments, etc.
• Any other special business.

All documents and binders be handed over to the incumbent Secretary, by previous Secretary during the transition period.  This includes documents from Treasurer, Secretary and President.  A hand over letter confirming the list should be duly signed.

5.2  Special Meetings

Special general meetings of the members may be called on the decision of the Board of Directors so consider urgent business or matters brought before the members. Such meetings shall be called within 60 days of the request.

The secretary shall notify all members two weeks in advance of such meetings and of the general nature of the special business to be conducted.

5.3  Board Meeting

• The Board of Directors shall hold meetings generally once a month (minimum 9 in a year) to manage the affairs of the Association.

• The Secretary shall notify all the members of the Board of Directors at least 10 days ahead of the meetings, make an agenda, take the meeting minutes and distribute minutes to the Board members via email with date, time and place of the next meeting.

• A Board member, continuously absent for three consecutive committee meetings and/or in absence of 2/3rd of the meetings shall cease to be a member of the Board of Directors. The Board of Directors can restore his/her membership by unanimous consent if a reasonable cause is given for such absence.

• Subject to the provisions of the articles, if any, a meeting of Directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, provided that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. A person who, through telephonic or electronic means, attends a meeting of Directors is deemed for the purposes of the Act to be present at the meeting.

• Members of the Board of Directors must pay their membership for the coming year at their first meeting.

• Any issues of conflict that arise amongst the Board of Directors or with any officer in the Board is to be resolved by open and frank disclosure and in the absolute discretion of the Board of Directors.

• Following positions will be for the full Board term of two years:

1. Membership Co-ordinators (2) – Maintain list of paid members including names, address, life members.
2. Media Coordinators (2).
3. Cultural Coordinators (2).

5.4  Virtual or Hybrid meeting model

A combination of physical and virtual meeting is allowable.  This hybrid concept needs be approved by majority board.  This method is invoked during special circumstance such as government declared situation or board approved.

5.5 Quorum

A quorum for the transaction of business at a meeting is a simple majority of the Members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed time and place but may not transact any other business.  For the purpose of determining quorum, a member may be present in person, by telephonic and or by other electronic means (Virtual)

Proxy voting is not allowed to represent a member.

5.6 Show of hands / Ballot

Voting at all meetings can be normally carried out by a show of hands by all eligible to vote, and the chair shall declare the final motion based on the votes. Instead the chair or any member may request to have a ballot, in which case the ballot will be carried out and the secretary will facilitate the ballot and the decision of the ballot is final.

5.7  Confidentiality

Every Director, Officer, committee member, employee and volunteer, shall respect the confidentiality of matters brought before the Board or before any committee of the Board, or any matter dealt with in the course of employment or involvement of such person in the activities of the Corporation. An agreement will be signed      at the first board meeting. All discussions transpiring within board or subcommittee meeting will remain confidential. The confidentiality will be maintained by all board members within or outside the organisation.

5.8  Rule of Order

Any questions of procedures at or for any meeting of the members, which have not been provided for in this by law or Act, shall be determined by the chairperson of the meeting in accordance with the most current edition of Robert’s Rules of Order.

5.9 Use of Information or Membership list

For privacy and confidentiality purposes, the membership coordinator with be the custodian of this data and all enquiries to flow through them. A member requesting membership list or data information have to obtain the approval of the Membership coordinator along with the President or Secretary before releasing.  He or She has to sign a form of confidentiality (data information cannot be abused or used for other activities).  The member or members shall not use the list to influence the voting members during an election and to another entity or organisation.

6  Article 6

6.1  Communication

All official correspondence shall be authorized by the board and shall bare the signature of the President or Secretary. Financial statements will include the Treasurer and Auditor.

Electronic mail, website and social media shall be managed by the president and secretary in collaboration with the board, or the board through a special resolution appoint / authorize any of its directors to manage it.

Photographs and Video material taken at an authorized function will be sole ownership of TCA and can be published in the website, social media, newspaper or publication.

TCA WhatsApp, Telegram, YouTube or other social media platforms are solely for members and / or residence of Waterloo Region, Guelph and Brantford only.

6.2 Website domain, Logo and Trademark

The name “Tamil Cultural Association of Waterloo Region”, (TCAWR)/ (TCA), Web and other domain name, trademark and its logo is registered within this context as the sole property of the organization and will protect on behalf of its members. No authorization is given to another entity without approval at an Annual General Meeting.

6.3 Events

The board has the right to  create, postpone or cancel an event under an emergency situation. Prior approval and notice be given to general public. Virtual and live events can be broadcasted electronically through website and or social media on approval of the board.

7 Article 7

7.1  Banking Arrangements

The Board shall by resolution from time to time designate the bank in Waterloo Region in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.

Electronic Password:

The password for Banking, Electronic mail, Web site online and Social media will be authorized to a person or to the president by the board. The password can be changed, once in six months or in an emergency with written authorization of the president and Secretary.

• All cash and cheques received by the association shall be kept in a chequing Account at a Bank nominated by the Board and keep the cheque books in the Treasurer’s custody. The Treasurer can, however, retain One Hundred Canadian Dollars(C$100) as petty cash.
• All cheques shall be signed by a min of 2 signatories – The official signatories shall be the President, Treasurer and Secretary.
• On approval of executive committee excess funds be transferred from chequing to fixed term account.
• Fund Raising: The board can approve to raise funds through donation or ticketed events for local and out of country only.  All contributors and sponsors are acknowledged and issued receipts. Accounts be submitted and approved at a follow up meeting.  Funds are rooted through global relief fund.
• Global Relief fund: A separate line item in financial statements to be maintained and updated on a regular basis. The fund is to support local and international community organisations subject to nonpolitical or religious affiliation.

7.2 Financial Year

The fiscal year end of the association will be the 31^st Day of March, unless otherwise changed by resolution of the board.

7.3  Financial statements

The corporation shall send copies of the annual financial statements and other documents referred to in the subsection 84(1) of the act to all members who have informed the corporation that they wish to receive a copy of those documents not less than 21 days before the day, or such other period as required by the Act or Regulations, on which an annual meeting of members is held or before the day on which a written resolution in lieu of an annual meeting is signed.

Event Statements: The treasurer shall maintain event statements (a separate statement for each event held by the association to identify revenues and expense) that shall be reported to the board 30 days after the event.

7.4  Auditing

The accounts of the association shall be audited by a qualified accountant, who will  not be a director or in a relationship with a board member to ensure that there is no conflict of interest or bias.  The Auditor shall have access to all records, documents, book of accounts and vouchers kept by the association, and shall be entitled to be heard at the Annual General Meeting, on the   recommendation of the Board of directors, for a period of one year or until his or her successor is appointed. The Treasurer will submit a periodical financial report at monthly board meeting. In his or her absence, the Assistant Treasurer will fulfill this role.

7.5 Personal Data

Subject to the Digital Charter Implementation Act of 2022, the board should ensure that Members would need to be able to have their data safely transferred from one computer to another, or have their data permanently deleted if they withdraw their consent for its use.   Written consent of personal information of minors “sensitive information” and its deletion at their request or that of their parents are obtained.

8 ARTICLE 8

8.1  Amendments to Constitution / By-laws

Subject to the act the board may from time to time amend the By-laws relating to the way it conducts its affairs, such amendments to the by-laws should be tabled at the board meeting, approved and submitted at the AGM. Such amendments or changes shall be deemed to have been passed only if two- thirds of the members present at the meeting have voted in favor of the amendments or changes.

9  ARTICLE 9

9.1 Dissolution

• The Board is not authorized to dissolve the Association under any circumstances. The Board, by passing a resolution by a 2/3 majority vote of the Board of Directors, may recommend to the general body for the dissolution of the Association at a specially convened General Body Meeting.
• The notice of the General Body Meeting should clearly state the purposes of the meeting. This special meeting shall be considered legal, if besides, fulfilling the usual requirements of a special general body meeting it fulfils the additional requirements of the attendance of at least fifty persons. The decisions at such a meeting shall be carried by 80% of the members present.
• The decisions of the above specially convened General Body Meeting shall be binding and final regarding the disposal of assets and monies in the bank.
• On dissolution of the Association, its property and assets after liquidation and paying of all liabilities, shall be distributed in accordance with the By-Laws.

10 Schedule A

10.1 Position Description of the President

Role Statement

If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the Board, have general supervision of the affairs of the Corporation. The president shall maintain the unity of the board, ensuring fairness to the board and membership.

Responsibilities

Agendas / Meetings

Establish agendas aligned with annual Board goals and preside over board meetings if also holding the office of Chair. Ensure that a schedule of Board meetings is prepared annually.

The president shall chair the meetings and ensure meetings managed effectively and efficiently to achieve the agenda items ensuring good governance. Ensure the smooth functioning of the meetings and navigate any disruptions, adjourn / postponed agenda items or meetings as necessary.

Work Plan

Ensure that a Board work plan is developed and implemented that includes annual goals for the Board and embraces continuous improvement.

Representation

Serve as the Board’s primary contact with the public.

Reporting

Report regularly to the Board on issues relevant to its governance responsibilities.

Board Conduct

Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct.

Mentorship

Serve as a mentor to other Directors. Ensure that all Directors contribute fully. Address issues associated with underperformance of individual Directors.

Committee Membership

Serve as member on all Board committees.

11 Schedule B

11.1 Position Description of the Treasurer

Role Statement

If appointed, the treasurer works collaboratively to support the Board in achieving its fiduciary responsibilities.

Responsibilities

Custody of Funds

The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such dealer in securities as may be designated by the Board from time to time. The treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements and shall render to the Chair and directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The treasurer shall also perform such other duties as may from time to time be directed by the Board.

For the purpose of land and building, a separate trust account should be created, and accounts held in that trust for the exclusive purpose of the land and building. A separate guideline to be established once a trust account is created on managing this fund.

Accounts

The treasurer shall cause to be kept proper accounting records with respect to all financial and other transactions of the association and         particularly with respect to the following: –

• All sums of money received and disbursed by association. No transactions, expenses be done without receipts. There should be a paper trail or written authority from the Board.
• All assets and liabilities of the association.
• All other transactions affecting the financial position of the association.
• The treasurer should explain and submit all accounts after each event, within 30 days of the event, and provide detailed accounts with the Profit & Loss statement and Balance Sheet of the organization at the Annual General Meeting. Transparency should be maintained all time.
• Be the custodian of all cheques.

Debit Card / Banking

Shall be authorized to use electronic credit or debit cards only     for deposits;       withdrawals shall only be made through cheques (withdrawals through debit card is not permitted) within the authorized limit, subject to the approval of the board.

Board Conduct

Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.

Mentorship

Serve as a mentor to other Directors.

Financial Statement

Provide to the board monthly update of the financials and any special reporting as requested by the board. Present to the Members at the annual meeting as part of the annual report, the financial statement of the Corporation approved by the Board together with the report of the auditor or of the person who has conducted the review engagement, as the case may be.

12 Schedule C

12.1  Position Description of the Secretary

Role Statement

If appointed, the secretary works collaboratively with the president and board to support the Board in fulfilling its fiduciary responsibilities.

 

Responsibilities

Board Conduct

Support the president in maintaining a high standard for Board conduct and uphold policies and the By-laws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.

 

Document Management

Keep a roll of the names and addresses of the Members. Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees. Attend to correspondence on behalf of the Board. Have custody of all minute books, documents, registers and the seal of the Corporation and ensure that they are maintained as required by law. Ensure that all reports are prepared and filed as required by law or requested by the Board.

 

Meetings

• Give such notice as required by the By-Laws of all meetings of the Corporation, the Board and Board committees. Attend all meetings of the Corporation, the Board and Board committees.
• Shall summon the meetings of the Association regularly after giving proper notice.
• Shall record the minutes of all meetings and present it at the following meeting.
• Shall keep an inventory of all properties, furniture and fittings, documents and files of the Association and to be responsible for them.
• Shall take necessary action on decisions taken by the general body and the board.
• Upon the expiration of the secretary’s term of office, the Secretary shall entrust all records of the Association to the incoming Secretary.
• Shall maintain a membership Register in which shall be recorded the name, address and telephone numbers of all members of the Association.

Note: The Secretary shall not disclose any membership information without the approval from the Board.

End of Amendments – 14th April, 2024, Waterloo.

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Amendments – 24th April, 2021, Kitchener

Article: 1 : Name
This Association shall be named and called ” TAMIL CULTURAL ASSOCIATION OF WATERLOO REGION ” . Abbreviation: TCAWR or TCA.

Article: 2: Objective

The Association

1. Shall actively promote and nurture Tamil language, Arts, Culture and Community in and around the Region of waterloo – Wellington, Ontario.

2. Shall function as a non-profit organization.  Ontario Corporation # 1509837

3. Shall promote the goodwill, assist and maintain cordial relationships with Tamil community and with other associations within Canada and around the globe.

4. Shall act as a non-political and non-religious organization.

5. Shall associate with the Canadian multicultural Society and promote Inter-cultural and inter-community activities.

Article: 3 Address

The official address of the Association shall be the elected secretary’s address or nominated by the committee. At present:
P.O. Box No: 25068, Kitchener, ON,  N2A 4A5, Canada.

Article: 4 Membership

Membership is open to anyone who admires Tamil Language, Arts and Culture and be a resident of Region of Waterloo, City of Guelph and Brantford or by special permission from the executive committee, if outside of the area.

Article: 5 Membership Fee:

(a) The annual membership of ordinary member, family membership and Student shall be determined by the executive committee. A family will consist of four members of father, mother and children.  Family/Adult $20, Student under 18 $10. Payments be accepted via electronic transfer, online credit cards, cash or cheque.

(b) Life members: Terminated as of Dec. 30.2019

Article: 6 Voting Rights:

1. All members over the age of 16 and paid membership fees in full are eligible to vote.

2. In the event of voting on resolution or issues results in a tie, the president may cast his or her vote to decide the outcome.

3. Members obtained new membership, 90 days prior to AGM will be eligible to vote.

4. Voting, Nominee for election, approval of amendments and policies will be authorized by a permanent resident of Region of Waterloo, Wellington – Guelph and Brantford.

5. Dual or Temporary resident can be a member but will not have voting rights.

Article: 7 Member residencies:

A permanent resident is a person who’s residence is within the Region of Waterloo, Wellington region, Brantford and surrounding area.

Dual or Temporary resident is a person living in the region but also has another residence outside of Region of Waterloo and the two cities.

Article: 8 Executive committee:

The executive committee shall comprise of the six(6) office bearers and another ten(10) general body members.

The following executive members shall be elected at the Annual General Meeting and shall hold the office for two years. The elected office-bearers except the patron shall constitute the Executive committee:

1. President
2. Secretary
3. Treasurer
4. Vice President
5. Assistant Secretary
6. Assistant Treasurer
7. General body: 10 members shall be elected of who two shall be from previous executive committee. Previous presidents shall be included.
8. Patron – Any distinguished person from the region shall be nominated by the Executive Committee as the patron.

Article: 9 Election of office bearers:

The Secretary shall call for written nomination 30 days before the nomination. Names for the various offices duly signed should reach the Secretary 15 days before the Annual General Meeting.

Nomination for the post of President, Secretary and or Treasurer will be from the current or previous executive committee. If no candidate is available then it is open to rest of the membership. The treasurer has to have a professional accounting qualification.  A youth committee member will represent the university and college students only in the general body.

Any position for which nomination name not been received shall be filled by the President or Secretary at the AGM.

Article 10: Election Monitoring:

An election sub-committee will monitor and implement the election policy. The president will be head of this committee, which will comprise of 5 executive members. The committee will be formed at the time of calling for nomination.

The dispute mechanism of elections or conflicts will be the sole responsibility of the executive committee members. A sub-committee will foresee matter and report to the executive committee. A onetime appeal of the decision can be made within 15 business days after due notice to relevant parties.

Article 11: President

1. Shall preside at all AGM, Special General Meetings, Executive Committee Meetings, and Special Executive Committee Meetings and shall function as chief executive officer.

2. Shall take action against members who hinder the peaceful conducting of meetings.

3. The president will hold office for two consecutive years. He or She can be re-elected to the president post only after a gap of three years.

Article 12: Duties and functions of the Vice – President:

Duties and functions of the Vice – President shall be to attend to the work of the President in the absence of the President .The vice President however shall have no power to operate the bank account of the Association.

Article 13: Duties and Functions of the General Secretary:

1. Shall summon the meetings of the Association regularly after giving proper notice.

2. Shall record the minutes of all meetings and present it at the following meeting.

3. Shall keep an inventory of all properties, furniture and fittings, documents and files of the Association and to be responsible for them.

4. Shall take necessary action on decisions taken by the general body and the executive committee.

5. Upon the expiration of the secretary’s term of office, the Secretary shall entrust all records of the Association to the incoming Secretary.

6. Shall maintain a membership Register in which shall be recorded the name, address and telephone numbers of all members of the Association.

Note: The Secretary shall not disclose any membership information without the written approval from the President or committee.

Article 14: Duties and Functions of the Assistant General Secretary:

The duties and functions of the Assistant General Secretary shall be to assist the General Secretary in the performance of the Secretary’s duties. The assistant general secretary however shall have no power to operate the bank account of the Association.

Article 15: The Treasurer or Director of Finance:

1. Shall collect membership fees from members and list out membership database.

2. Shall maintain an account of the income and expenditure of the association.

3. Shall issue receipts for all cash received by the Association.

4. Shall keep in proper custody of all receipts and bills for expenses incurred by the Association.

5. Shall submit a statement of Income and Expenditure together with receipts and bills quarterly or when necessary at the Executive meeting.

6. Shall be authorized to use electronic credit or debit cards within the authorized limit, with prior approval.

7. Shall submit at the Annual General Meeting an audited Statement of Accounts for the year and the Auditor’s Report thereon duly adopted by the executive Committee.

8. Upon the expiration of the Treasurer’s term of office, the Treasurer shall entrust all records of the Association to the incoming Treasurer.

Article 16: Finance:

1. All cash and cheques received by the association shall be kept in a chequing Account at a Bank nominated by the Executive Committee and keep the cheque books in the Treasurer’s custody. The Treasurer can, however retain One Hundred Canadian Dollars(C$100) as petty cash. On approval of executive committee excess funds be transferred from chequing to fixed term account.

2. All cheques shall be signed by the Treasurer and the President or Secretary.

3. Global Relief fund: The fund is to support local and international community organisations subject to non political or religious affiliation.

4. Fund Raising:  The board can approve to raise funds through donation or ticketed events for local and out of country only.  All contributors and sponsors be acknowledged and issued receipts. Accounts be submitted and approved at a followup meeting.  Funds be rooted through global relief fund.

Article 17: Duties of assistant Treasurer:

The duties and functions of the assistant treasurer shall be to attend to the work of the treasurer in his or her absence or with approval.

Article 18: Executive Committee:

1. Shall implement the decisions of the general body and the Executive Committee of the Association.

2. Shall fill vacancies in the Executive Committee from among the eligible Members of the Association.

3. Members absenting themselves from three consecutive committee meetings without valid reason shall be deemed to have vacated their post. It shall be the duty of secretary to inform them in writing that they have been absent consecutively of three committee meetings, therefore they have been presumed to have vacated their posts and that action is being taken to fill the vacancies.

4. Shall allocate funds for necessary activities.

5. Shall appoint Events, Membership and Public relations co-ordinators.

6. Shall examine and adopt the audited statement by the Treasurer at the Executive Committee Meetings.

7. The executive committee has the authority to appoint sub-committees and review the rules, policies and by-laws of the association. The subcommittee will function under the executive committee but as a separate entity. All decisions at the subcommittee level needs the board approval for binding.

8. Authority to submit amendments to constitution at the AGM.  Shall examine and adopt the Annual report of the Secretary and the Financial Report of the Treasurer.

9. Members are elected for a 24 month period. Existing members or board who’s term to be expired can remain in office for an extended period of one year or less, only under special circumstance. This is an extension only in conjunction with completion of a two year term. It is restricted to pandemic or emergency situation only.  The circumstance should be declared by the government of Canada, Province of Ontario, Regional Municipality of Waterloo or three levels of government.

The emergency extension has to be approved by 2/3 of the members at an executive meeting and be given 30 days notice to general membership. It should be approved at the following AGM. The board can approve new members at the next meeting.

10. Volunteer and Disability Co-ordinator can be appointed by the executive committee. The appointment can be made within or outside the membership.

Article 19: Electronic Password:

The password for Banking, Electronic mail, Web site online and Social media will be authorized to a person or to the president by the executive committee. The password can be changed, once in six months or in an emergency with written authorization of the president and Secretary.

Article 20: Meetings:

1. Executive Committee Meeting shall be held once in three (03) months with seven (07) days’ notice or when necessary with two (02) days notice.

2. Special Executive Committee Meeting shall be held at the instance of the President or Secretary or on a requisition signed by not less than six (6) members of the Executive committee. Three (3) days’ notice shall be given of such meeting.

3. Annual General Meeting shall be held every year in the month of April on a date and at a time determined by the Executive Committee. At this meeting shall be submitted the Report of the Executive Committee and the Audited Accounts of the Treasurer in respect of the Previous year. The members of the Executive Committee and the Auditors for the current year too shall be elected at this meeting in accordance with articles 6, 7, and 8. At least 21 days notice shall be given of this meeting.

The executive committee members hold office for a two year term, ending 30^th of April or election of new executive committee at AGM, whichever comes first.  Once new members are elected, the existing members seize to hold office.  All meeting have to be held at a physical location and in person. Virtual or hybrid meeting is only considered in an emergency situation declared by the government of Canada or Ontario.

4. Special General Meeting shall be convened by the Executive committee on its own initiative or on a requisition signed by not less that 1/3 members of the Association and submitted to the Secretary. At this meeting only matters listed in the agenda shall be considered. At least seven (7) days’ notice shall be given of this meeting.

5. Virtual Meeting: On approval of executive board, all meetings including Annual General Meeting can be held virtual or electronically.  This include over the telephone (Mobile or Land) or via video conference.  It is time-limited or be restricted to either to special circumstances or a specific situation like a government declared pandemic.

Hybrid Meeting:  Whereby shareholders may participate electronically in addition with a physical meeting.

Article 21: Quorum:

Quorum for the meetings shall be: –

1. Executive Committee Meeting.. .. .. Seven (7)

2. Special Executive Committee Meeting.. .. Five (5)

3. Annual General Meeting.. … … one fourth of the total membership or 15 whichever is less.

4. Special General Meeting.. … … One fourth of the total membership or 10 whichever is less.

Article 22: Voting at the Committee Meeting:

Resolutions brought forward at the Annual General Meetings, Special General Meetings, Executive Committee Meetings shall be deemed to have been adopted if passed by a simple majority.

The President will vote at meetings only if there is a tie or to break a dead lock.

Article 23: Rights of Members:

A member wishing to examine the books of the Secretary or Treasurer shall give notice of his or her intention to do so to the Secretary in writing. Such member shall have the right to examine the said books at the office of the Association on a date and at a time fixed by the secretary, which shall be after one week of the receipt on the notice. His or Her membership status be active for the current year.

Article 24: Powers:

1. The board shall have the power to disallow any proposal or resolution brought forward by a member at the General Meeting or Executive Meetings if, such proposal or resolution is contrary to the aims and objectives of the association is likely to bring dis-repute to the Association, or is likely to hinder the well-being or development of the Association.

The President, Secretary, Treasurer and Subcommittees will implement decisions approved by the executive committee or with prior board approval.

Article 25: Amendments to the constitution:

Amendments to the constitution should be tabled at the executive meeting, approved and submitted at the AGM. Such amendments or changes shall be deemed to have been passed only if two- thirds of the members present at the meeting have voted in favor of the amendments or changes.

Article 26: Use of Language:

All activities of the association shall be maintained in Tamil or English. The documents required by the Government or private sector shall be in English.

Article 27: Letter Head, General correspondence, Photographs and Video:

All official correspondence shall be on the official letter head and sealed and signed by the Secretary, Treasurer and or the President. All correspondence on behalf of the association will be authorized by the president, Secretary or nominee. The executive committee can appoint a person to issue general public notice.

Photographs and Video material taken at an authorized function will be sole ownership of TCA and can be published in the website, newspaper or publication.

Article 28: Website domain, Logo and trade Mark:

The name “Tamil Cultural Association of Waterloo Region”, (TCA), Web and other domain name, trade mark and its logo is registered within this context as the sole property of the organization and will protect on behalf of its members. No authorization is given to another entity without approval at an Annual General Meeting.

Article 29: Events:

The board has the approval to postpone or cancel an event under an emergency situation. Prior approval and notice be given to general public. Virtual and live events can be broadcasted electronically through website and or social media on approval of the executive board.

Article 30: Internal & External Auditor:

An internal and or External Auditor shall be elected or appointed by the members at the Annual General Meeting, to audit the accounts of the Association. On an annual basis, the association accounts of income and expenditure to be examined for the purpose of Revenue Canada. The Auditor will be exempted from attending the monthly meetings but should be available for annual AGM.

History of changes

(Amendments – 17th April, 2004, Waterloo.)

(Amendments – 14th April, 2012, Kitchener.)

(Amendments – 24th April, 2021, Kitchener.)

(Amendments – 14th April, 2024, Waterloo.)

END