Our Constitution

PREAMBLE
By the Grace of God, WE the GUJARATIS of the Regional Municipality of Ottawa-Carleton and vicinity RESOLVE to constitute a Social, Cultural, Educational, Recreational, Religious, Spiritual, and Charitable GUJARATI ASSOCIATION in a democratic manner.

In keeping with Gujarati tradition and principle, WE shall conduct ourselves with Kinship and Unity.

WE DO HEREBY ADOPT, ENACT AND ACCEPT THIS CONSTITUTION AT OUR GENERAL MEETING THIS 19TH DAY OF FEBRUARY, 1984 AT OTTAWA IN THE REGIONAL MUNICIPALITY OF OTTAWA-CARLETON.

OBJECTIVES
a) To provide services for religious, spiritual, socio-cultural, and other related needs of the Gujarati community in the Regional Municipality of Ottawa-Carleton and vicinity.
b) To plan and establish a “MANDIR”, a permanent place for worship and to perform religious services.
c) To plan, establish, and operate a centre for education, preservation, and advancement of Gujarati Language, culture, philosophy, history, religion, and folklore including research and teaching of such subjects.
d) To establish a library for members and patrons of the community containing publications related to Gujarati culture, heritage, language, and history.
e) To endeavour to establish a chair at a particular Canadian University for understanding, study, and propagation of Gujarati Culture, language, history, philosophy, and folklore. The Chair would have some type of affiliation with a University in Gujarat (India) and will arrange for the visit of outstanding Gujarati scholars to Canada for studying and contributing to the objectives of the association.
f) To promote cultural understanding with the other communities in the Canadian Society.
g) To assist and cooperate with other organizations in Canada with objectives similar to and complimentary with those setout herein.
h) To make or award, if and when the Corporation may deem it advisable, gifts, or awards to outstanding individuals, organizations or institutions for attaining excellence pertaining in particular to drama, sports, arts and science and to promotion of Gujarati culture in general.
i) To receive and maintain a fund or funds and other property and to apply from time to time such funds or part thereof or the income therefrom for charitable purposes and without limiting the generality of the foregoing.
POWERS
a) To raise and use, apply, give, or distribute from time to time all or part of the fund or funds of the Corporation and/or income therefrom from charitable purposes by such means as may from time to time seem expedient to its directors, including research, publication, education, and establishment and maintenance of charitable activities, agencies or institutions and in aid of such activities, agencies or institutions and in aid of such activities agencies or institutions already established.
b) To acquire, accept, solicit or receive by purchase, lease, contract donations, legacy, gift, grant, request or otherwise any kind of real or personal property whether or not the same may be in form of investments in which trustees are authorized to invest funds and to enter into and carry out agreements contracts and undertakings incidental thereto.
c) To hold, manage, sell or to convert any of the real property from time to time owned by the corporation, and invest and reinvest any principal or income of the corporation in investments authorized by law for investment of trust funds.
d) To acquire, by purchase, lease, gift, and other title and to hold any real property necessary for the carrying on of its objectives and convey the same any part thereof as may be considered advisable.
e) To demand, receive, sue for, recover and compel the payment of all sums of money that may become due and payable to the Corporation and to apply the said sums for the objectives and purposes of the Corporation and generally sue.
f) To acquire, accept, solicit or receive any gift of real or personal property either an annual or as other contribution or as an addition to the fund or funds of the Corporation.
g) To borrow, mortgage, charge, or pledge or give security in any manner whatever upon, all or any of the property, real or personal, immovable and moveable, undertakings and rights of the Corporation.
h) To transact its banking with such banks, trust companies, or other firms or corporations as may from time to time be designated by or under the authority of the Board of Directors of the Corporation.
i) To employ and pay such assistants, clerks, agents, representatives, contractors, and employees to procure, equip, and maintain such officers and other facilities to incur such reasonable expenses as may be necessary.
j) To enact and amend the by-laws and letters patent within the laws of the Corporation Act. Other Laws applicable.

 

 

 

 

 

 

 

 

PROVIDED, however, that it shall not be lawful for the Corporation hereby incorporated directly or indirectly to transact or undertake any business within the meaning of Loan and Trust Corporation Act.

OBLIGATIONS
a) The Corporation shall be carried on without purpose of gain for its members and any profits or other accretions to the Corporation shall be used in promoting its objects.
b) The Corporation shall be subject to the Charities Accounting Act, the Charitable Gifts Act and the Mortmain and Charitable Uses Act.
c) The Directors shall serve as such without remuneration, and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties.
d) The borrowing power of the Corporation pursuant to any by-law passed and confirmed in accordance with section 59 of the Corporation Act shall be limited to borrowing money for current operating expenses, provided that the borrowing power of the Corporation shall not be so limited if it borrows on the security of real or personal property.
e) Upon the dissolution of the Corporation and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations, which carry on their work solely in Canada.
f) If it is made to appear to the satisfaction of the Minister, upon report of the Public Trustee, that the Corporation has failed to comply with any of the provisions of the Charities Accounting Act, the Minister may authorize an inquiry for purpose of determining whether or not there is sufficient cause for the Lieutenant Governor, in his discretion, to make an order under sub-sec. 317 (I) of the Corporation Act to cancel the letters patent of the Corporation and declare to be dissolved.
1.01 INTERPRETATION
1.01 (a) The “Act” shall mean the Ontario Corporation Act.
1.01 (b) The “Executive Committee” shall mean the Board of Directors of the Corporation.
1.01 (c) The “Association” shall mean the Corporation, the Gujarati Cultural Association of Ottawa.
1.01 (d) One “Gender” shall include the other Genders;
1.01 (e) “Letters Patent” shall mean the Letters patent incorporating the Corporation, and shall include any supplementary Letters Patent issued to the Association.
2.01 NAME
2.01 The Name of the Corporation shall be “The Gujarati Cultural Association of Ottawa” as incorporated in 1984 under the Laws of Ontario, Canada.
3.01 HEAD OFFICE AND AREA OF OPERATION
3.01 The Head Office of the Association shall be in Ottawa and vicinity as determined by the Executive Committee from time to time and the area of Operations shall be the Regional Municipality of Ottawa-Carleton and vicinity.
4.01 SEAL
4.01 The Corporate Seal of the Association shall be in such form as the Executive Committee may from time to time adopt and the seal shall be kept in the custody of the Secretary.
5.01 ATTAINMENT OF OBJECTIVES
5.01 (a) As described in the constitution, the Association shall be a charitable organization without share capital, non-profit making and totally dedicated to the advancement of Gujarati Culture, religion, history, philosophy and shall thrive to enhance and foster the Gujarati heritage.
5.01 (b) The Association shall conduct itself with humility and mutual respect without any form of discrimination based on age, sex, creed, economic status or any political differences of opinion.
6.01 NUMBER
Until changed by by-law or supplementary Letter of Patent, the number of Directors of the Corporation, herein referred to as Executive Committee of the Association shall be comprised of nine members as follow:
(i) The Chairman, who shall be the President of the Association, elected from the general membership at the Annual General Meeting.
(ii) Seven members shall be elected from general membership at the Annual General Meeting.
(iii) An ex officio member who shall be immediate past President of the Association. In the event that the past President is not available, the past Vice President or any other member of the past Executive Committee shall be nominated by the outgoing Executive Committee.
6.02 FIRST BOARD
Prior to the first Annual General Meeting of the members of the Corporation, the Board of Directors shall comprised of the persons who are Executive Committee members of existing un-incorporated Association, designated as the First Directors in the Application for Incorporation.
6.03 QUALIFICATIONS
6.03a  An Executive Committee member shall be a designated representative of General Membership, Life member or an Honorary member but no person shall be eligible for election as an Executive Committee Member unless he/she is first nominated with the approval of the Nominating Committee who shall give or withhold such approval with a view to ensuring that the Executive Committee is broadly representative of the Gujarati community of Ottawa-and vicinity. Any member who is refused approval by the Nominating Committee shall have recourse to the Executive Committee as explained in Article 8.02j.

6.03b To be elected to Executive committee the candidate for the President’s Office shall have been member of the Association for at least one year and for others, it shall be at least 6 months.

6.03c Any member of the Association (i) who is not an undischarged bankrupt (personal) (ii) who is not charged with any Criminal Offence and (iii) Who is not of an impeachable moral character, shall be eligible to become a member of the Executive Committee.

6.04 RE-ELECTION
All members of the Executive Committee shall be eligible for re-election if otherwise qualified. However, no one shall be eligible to hold the position of the PRESIDENT for more than two consecutive years.
6.05 POWERS
6.05a The Executive Committee shall have full power and authority to manage and control the affairs of the Association.

6.05b The Executive Committee may exercise all such powers of the Association as are noted by the Ontario Corporation Act or those by-laws required to be exercised by the members at General Meeting.

6.05c The Executive Committee shall have power to authorize expenditure on behalf of the Association from time to time and may delegate by resolution to an officer or officers of the Association the right to make expenditure of a routine nature. The Executive Committee shall establish the maximum limit from time to time, exceeding such a limit for expenses shall require prior approval of the Executive Committee.

6.05d All disbursements or commitments above amount of $5,000 (Five Thousand) shall require authority from General Body by proper resolution at duly constituted meeting.

6.06 RESIGNATION
Any member of the Executive Committee may resign by delivering to the President a written resignation. The President may resign by submitting a written resignation to the Executive Committee and the Secretary shall notify the Members of the Association about such resignation within 10 days.
6.07 REMOVAL
The Members of the Association may remove any member of the Executive Committee before the expiration of his term of office by a resolution passed by at least two-thirds of the votes cast at a Special General Meeting of which notice specifying the intention to pass such a resolution has been given.
6.08 VACANCIES
6.08a  The office of Executive Committee shall ipso facto be vacated

(i) if member shall resign his office.

(ii) if the member is found to be lunatic or becomes of unsound mind.

(iii) if the Director becomes bankrupt or suspend payments or compounds with his creditors.

(iv) on having a conflict of interest with the office he is holding.

(v) failure to attend three consecutive Executive Committee meetings without proper justification.

(vi) On death; provided that if any vacancy shall occur for any reason in this paragraph, or in Section 6.07, it shall not impair the right of the remaining Executive Committee member.

6.08b Any vacancies occurring by reason of the above shall be filled for the unexpired term by nomination of any member or members by the President in consultation with the Executive Committee. Such nominations shall not exceed three at any time during the life of the Executive Committee.

6.09 EXECUTIVE COMMITTEE MEETINGS & QUORUM
6.09a  Place and Time:

The Executive Committee shall meet as often as deemed necessary but not less frequently than once in every two calendar months.

6.09b Convening:

The President may at any time convene a meeting of Executive Committee Members and shall also convene a meeting upon request in writing by not less than three Executive Committee Members.

6.09c Notice:

The secretary shall give at least one week’s notice of a meeting, unless a majority of the Executive Committee waive notice, in which case the meeting shall be deemed as dully called.

6.09d Attendance:

No person shall be admitted to a meeting of the Executive Committee unless authorized by the Act or By-laws or on invitation of the Chairman of the meeting or on the consent of the meeting. However, such person(s) shall have not voting right.

6.09e Proxy:

There shall be no vote by proxy.

6.09f Quorum:

A minimum of five members shall constitute a quorum for the Executive Committee meetings.

6.10 VOTING
All matters and questions arising at any meeting of Executive Committee shall be decided by a simple majority of votes unless otherwise specified. In case of equality of votes, the Chairman of the meeting, shall have a second or a casting vote in addition to his original vote.
6.11 LIABILITY OF EXECUTIVE COMMITTEE MEMBERS
No Executive Committee Member and Officer of the Association shall be liable for the acts, neglects or defaults of any other Executive Committee Member and officer(s) or for any less or damage arising from the bankruptcy, insolvency of a member with whom any of monies, securities or effects of the Association shall be deposited, or any loss occasioned by any error of judgement or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office, unless the same shall happen through his own dishonesty or be occasioned by his own willful default or neglect.
6.12 INDEMNITY OF EXECUTIVE COMMITTEE MEMBER
Every Executive member and officer of the Association and his heirs, executors, estate and effects respectively shall at all time be indemnified and saved harmless out of the fund of the Association from and against all liabilities judgements, costs, charges and expenses which he sustained or incurs in or about or in relation to the affairs of the Association except such liabilities judgements, cost charges or expenses as are occasioned by his own willful default or neglect.
6.13 BORROWING
6.13a  The Executive Committee members of the Association may from time to time:

(i) borrow money upon the credit of the Association in such amount and in such terms as may deemed expedient by obtaining loans or advances or by way of overdraft or otherwise.

(ii) issue debentures or securities of the Association.

(iii) pledge or sell such bonds, debentures or other securities for such sums and at such prices as may be deemed expedient.

(iv) secure any such bonds, debentures or other securities or any other present or future borrowing or liability of the Association, by mortgage, charges or pledge of all or any currently owned or subsequently acquired real and personal, movable and immoveable; property of the Association, and the undertakings and rights of Associations.

(v) delegate to such one or more of the officers and Executive Committee members of the Association, as may be designated by the Executive Committee all or any of the powers conferred by the foregoing clauses of this by-law to such extent and in such manner as the Executive Committee shall determine at the time of each such delegation.

6.13b The borrowing power of the Association, in accordance with sec. 59 of the Corporation Act shall be limited to borrowing money for current operating expenses, provided that the borrowing power of the Association shall not be so limited if it borrows on the security of real or personal property.

6.13c All borrowings by the Executive Committee for amount above $5,000 (Five Thousand) shall require on authority from the General Body by proper resolution at duly constituted meeting.

6.14 REPORTS
6.14a  The Executive Committee shall receive the reports and recommendations of its committees, and may in its absolute discretion transmit such reports and recommendations with further comments and recommendations of the Executive Committee to any meeting of the members.

6.14b  The Executive Committee shall through the President, submit before the members at the Annual General Meeting a report of the Association during the preceding twelve months.

6.14c  The Executive Committee shall through the Treasurer, submit before the members at the Annual General Meeting a report of the financial status of the Association including Financial Statements, budget estimates and Auditors report.

6.15 DUTIES
(a) The Executive Committee shall be under duty to promote the interest of the Association and to ensure its effective management.

(b) The Executive Committee shall take such steps as they may deem requisite to enable the Association to receive donations and benefits for the purpose of furthering the objectives of the Association.

(c) The Executive Committee shall be under a duty to seek all possible tax relief and benefits for the Association, in accordance with law.

(d) The Executive Committee shall be under a duty to adequately insure against any liability or risk arising out of the operations of the association.

(e) As it may be appropriate in circumstances the Executive Committee may acquire an indemnity insurance for officers responsible for collection or safe keeping of cash or other valuable property of the Association.

6.16 REMUNERATION
The Executive Committee Members shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly any profit from their office; provided that they may be paid reasonable expenses incurred by them in the performance of their duties.
7.01 PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER
7.01a  PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER

The President upon being elected by the General Body, at an Annual General Meeting, shall in consultation with the Executive Committee nominate from among the elected members a Vice President, a Secretary and a Treasurer who shall hold office until the dissolution of a meeting at which their respective successors are appointed.

7.01b  OTHER OFFICERS

The Executive Committee may appoint such other officers or agents or attorneys as may be necessary and may combine any of such offices. The officers so appointed may but need not be a member of the Association.

7.01c One person may but need not hold more than one office

7.02 REMUNERATION
The officers shall not receive compensation either directly or indirectly for acting as such and shall not receive profit, directly or indirectly from their office provided that the officer may be paid reasonable expenses incurred by him in the performance of his duties.
7.03 REMOVAL
7.03a All Officers appointed shall hold office during the pleasure of Executive Committee or until their successors are appointed.

7.03b The President, and elected member to the office, can be impeached only by the General Body by the procedure described in Sec. 6.07.

7.04 INABILITY TO ACT
7.04a In the case of the absence or inability to act by any officers of the Association, where absence or inability is expected to last for a period longer than 3 months or for any other reason, the Executive Committee may appoint an Executive Committee Member to replace the said officer until the following Annual General Meeting or may delegate for the time being the power and authority of such officer to any other officer or to any other Executive Member of the Association.

7.04b In the absence or inability to act by the President, the Vice President or the Treasurer or the Secretary in that order shall perform the duties of the President.

7.05 VACANCIES
If any office shall be or become vacant, the Executive Committee by resolution may elect or appoint any Executive Committee member to fill such vacancy or vacancies.
7.06a DUTIES OF THE PRESIDENT
The President shall be the Chairman and Chief Executive Officer of the Association and shall have the general and executive charge and control of the affairs of the Association. The President shall be responsible for the management and control of the Association’s operation in accordance with the policies and plans approved by the Executive Committee. The President may be an ex-officio member of all other committee during his tenure and shall be appointed to the Executive Committee succeeding his office.
7.06b DUTIES OF THE VICE PRESIDENT
The Vice President in the absence or inability to act by the President, shall perform all duties and have all authorities vested in the President by the By-laws of the Association and the Act. A Vice President shall also perform such duties and exercise such powers as the President may delegate from time to time or as the Executive Committee may prescribe.
7.06c DUTIES OF THE TREASURE
(i) The Treasurer shall have general charge of the finances of the Association. He shall deposit all monies and other valuable effects of the Association in the name and to the credit of the Association in such banks or other depositories as the Executive Committee may from time to time designate and shall report to the president and to the Executive Committee whenever directed, an account of the Financial status of the Association.

(ii) The Treasurer shall maintain up-to-date list of fixed assets and records of the financial transactions of the Association. The Treasurer shall be responsible for preparing an Annual Statement of the Finance of the Association, for getting it approved by the Executive Committee, for getting it audited and for presenting the Audited Financial Statement for approval at the Annual General Meeting of the Association.

(iii) The Treasurer shall be subject to the control of the President, and shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the Executive Committee or by the President.

7.06d DUTIES OF THE SECRETARY
The Secretary shall attend to the giving and service of all notices of the Association and shall keep minutes of all meetings of the Executive Committee and the Members in a book or books to be kept for that purpose. He shall keep in safe custody the Corporation seal of the Association. He shall have charge of the records of the Corporation, including books containing names and addresses of the members together with copies of all reports made to the Association and such other books and papers as the Executive Committee may direct. He shall be responsible for keeping and filing of all books, reports, certificates and other documents required by law to be kept and filed by the Association. He shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the Executive Committee or by the President. The Secretary shall maintain a book containing all resolutions passed by the general body from time to time giving specific direction to the Executive Committee.
8.01 COMMITTEE
General: The Executive Committee may from time to time form such committee or committees as it deems necessary or appropriate for such purpose and with such powers as it shall see fit. Any such committee shall be subject to such regulations and directions as the Executive Committee may from time to time make. The Chairman for such committee shall be appointed by the Executive Committee and he shall report to and make recommendations to the Executive Committee and such committee shall hold such office during thee pleasure of the Executive Committee or until their successors are appointed.
8.02 NOMINATING COMMITTEE & ELECTION
8.02a In the month of January, each year the President in consultation with the Executive Committee shall appoint a Nominating Committee and so inform the members. The Nominating Committee shall be composed of three (3) members (one member appointed from thee General Membership, two members from the Executive Committee, one of whom may but need not be the immediate Past President of the Executive Committee.

8.02b The duties of the Nominating Committee subject to the direction of the Executive Committee, is to present nominations for the Executive Committee and a President to be elected at the Annual General Meeting of the Association.

8.02c Any member seeking election or re-election shall not be eligible to be on the Nomination Committee.

8.03d Nominations from members shall be accepted by the Chairman of thee Nominating Committee until seven (7) days prior to the Annual General Meeting provided that all nominations are submitted in writing, duly proposed and seconded by at least two (2) members in good standing and delivered to the President or Secretary of the Association.

8.02e In the event that sufficient nominations to fill the positions described in Section 6.01 are not received by seven days prior to Annual General Meeting, nominations shall be accepted from the floor at the time of the Annual General Meeting. Such nominations has to be proposed and seconded by at least two (2) members in good standing.

8.02f All nomination dully proposed and seconded shall require the written consent of the Nominee.

8.02g All nominations shall be scrutinized by the Nomination Committee for their eligibility. Further provided that it is within the discretion of the Nominating Committee to allow the nominee to stand for an election, such a discretion, being based on the nominees seeking the election, who shall fairly and broadly represented the Interest of Gujarati community in Ottawa and vicinity. Permission to stand for election is deemed to be approval by the Nominating Committee of the nomination.

8.02h Having completed its slate of nominees – the Nominating Committee shall report its recommendations to the Annual General Meeting. For purpose of the election the President shall request the Chairman of Nominating Committee to take over the Chairmanship.

8.02i The Chairman of Nominating Committee may disqualify a nominee if he is found to be unethical in seeking such an election.

8.02j The Chairman of Nominating Committee shall not permit nominee or their supporters to canvass verbally, by signs or by advertising on the day of election, within 100 meters of the precinct where such elections are held. After due warnings to such nominees, if the breach continues, the Chairman may disqualify the nominee from elections and withdraw his name from the nomination.  Any member who is aggrieved by the refusal of the Nominating Committee to allow that member to stand for an election shall have recourse to the Executive Committee who may overrule the decision of the Nominating Committee by a two-third majority. The aggrieved member shall be entitled to appear before the Executive Committee to present his case.

8.02k Should a nominee or any other member persist in unparliamentary conduct at a meeting, the Chairman shall be compelled to name him and submit his conduct to the judgement of the meeting. In such case, the person whose conduct is in question should explain and then withdraw, and the meeting shall determine what course to pursue in the matter.

8.02l If the election of the Executive Committee is not by acclamation, the voting shall be by secret ballot.

8.02m The Nomination Committee, with assistance from the Secretary shall count the votes or ballots and declaration by the Secretary shall be final in regards to count in favour or against the candidate or in the matter discussed.

8.02n Recounting of the votes shall be done by the Nominating Committee when the margin of difference is three votes or less.

8.02o On completion of elections, Nominating Committee shall list the names of the new President and Seven Executive Members. The Secretary shall enter these names including the name of ex-officio Member in the records of the Association and notify appropriate authorities.

9.01 MEMBERSHIP
9.01 Membership in association shall be open to persons 18 years of age or over and who have received the approval of Executive Committee by resolution at a duly constituted meeting of the Executive Committee and the Association will be composed of four categories of members namely:

(i) Single

(ii) Family (husband, wife, and their dependents or a brother/sister and his/her dependents shall constitute a family).

(iii) Honorary Membership shall be available to senior citizens and others who in the opinion of Executive Committee possess exceptional qualities conductive to the furtherance of the objectives of the corporation.

(iv) Life Membership shall be granted to such member upon payment of appropriate fees and on such terms established by the Executive Committee and ratified at the General Body meeting.

9.02 RIGHT TO VOTE
9.02a A single membership shall carry one vote.

9.02b A family membership shall carry a maximum of two votes to be cast by husband and wife. In the case of a family headed by brother or sister, the head of the family shall be entitled to one vote.

9.02c Honorary members will have the right to attend Annual and Special General Meetings of the members. They shall have no right to vote at such meetings but if elected to Executive Committee, they shall have full voting rights at the meetings of the Executive Committee and General Meetings.

9.02d Life members shall carry one vote.

9.03 TRANSFER
Membership in the Association shall NOT be transferable.
9.04 REGISTRATION
Any member may resign as such by sending a written notice to the President of the Association and in the event of such resignation fees paid or payable shall not be refundable.
9.05 REMOVAL
Upon notice in writing to a member, the Executive Committee, may pass a resolution with 2/3 majority, authorizing the removal of member from the register of members for a period of one year, where;

(i) a member has acted contrary to the interest of the Association

(ii) a member has contravened by-law or the Act.

(iii) a member who has been convicted of criminal offence.

(iv) a member has been identified as being of unfit mind.

9.06 FEES
9.06a The amount of fees and terms of payment for all classes of membership shall be set by the Executive Committee and shall be ratified by majority vote at a General Meeting, before taking effect.

9.06b Failure of a member to discharge any financial obligation, including payment of fees to the Association within 120 days of the due date, shall constitute cessation of membership from the association.

9.06c Notwithstanding termination of membership pursuant to section 9.04, 9.05 and 9.06(b),a member shall continue to be liable for any financial obligation and/or fees due and owing at the time of termination of membership.

9.07 CODE OF CONDUCT
9.07a All members shall maintain a high level of personal conduct and abstain from making Sectarian or defamatory remarks or use of profane and abusive language at all meetings, social gatherings and in the vicinity of the temple or performance or religious rites.

9.07b All members shall refrain from smoking and not be permitted to consume liquor, intoxicating drug or non-vegetarian food, within precinct of a temple so as to maintain purity and sanctity of the place of worship.

10.01 MEETING
10.01a
ANNUAL GENERALMEETING

Annual General Meeting of the corporation shall be held at such time and place as may be decided upon by the Executive Committee. The meeting shall be held on or before the last Sunday of April, each year. Elapsed time between Annual Meetings shall not exceed the maximum time permitted by the Act.

10.01b
SPECIALGENERAL MEETING

A Special General Meeting of the members may be held at such time and place as may be decided upon by the Executive Committee. It shall be called based upon resolution passed by a two-thirds majority vote of the Executive Committee, or by the President, or by a written request to the President signed by at least fifteen voting members or fifteen percent of the membership, whichever is less. Upon receipt of such a request the President shall call a Special General Meeting within six weeks from the date of receipt of written request.

10.02 QUORUM
Fifteen percent of the total voting and paid up members when total membership does not exceed 100 members or 25 paid up members, personally present shall be quorum for the transaction of business at an Annual or a Special General Meetings of members.
10.03 NOTICE OF MEETINGS
No public notice nor advertisement of members meeting, Annual or Special General Meeting shall be required but notice of the time and place of every such meeting shall be mailed to the last address shown on the records by prepaid post or delivered to each member or family at least three weeks prior to date of the meeting. Non-receipt of such notice by a member shall not invalidate the proceedings of such meeting.
10.04 ATTANDANCE
10.04a The only persons entitled to attend a meeting of members shall be those entitled to vote there and those who, although not entitled to vote but entitled to attend the meeting per by-law or the Act, shall be present at the meeting. Only on the invitation of the Chairman of the meeting or with the consent of the meeting any other person may be admitted to the meeting.

10.04b All available officers and no less than five members of Executive Committee shall be present at a General Meeting.

10.04c Auditor of the Association, may attend the Annual General Meeting.

10.05 CHAIRMAN
The President, or in his absence the Vice-President, or in his absence the Treasurer, or in his absence such person as the Executive Committee shall select, shall preside over all meetings of members of the Association.
10.06 SECRETARY
The Secretary, or in his absence any person designated by the Chairman of the meeting shall act as the Secretary of the meeting.
10.07 VOTING AT MEETING
10.07a Every question submitted to any meeting of members shall be determined by a majority of votes unless otherwise, specifically provided by the Act or by the By-laws and every such question shall be decided in the first instance by a show of hands unless the Chairman of the meeting may require a poll. After a show of hands the Chairman of the meeting may require, or majority of members may demand a poll. Unless a poll be so required or demanded., a declaration by the Chairman of the meeting that a resolution has been carried or carried by particular majority, or not carried and any entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such a resolution. A demand for a poll may be withdrawn at any time prior to taking of the poll.

10.07b If a poll be required by the Chairman of the meeting or be duly demanded by majority of members and the demand not be withdrawn, a poll on the question shall be taken in such manner and at such time as the Chairman of the meeting shall direct.

10.07c Unless a poll is demanded by a majority of members, a declaration by the Secretary shall be admissible in evidence as prime facie proof of the facts concerning any resolution without proof of number of proportion of the votes accorded in favour or against such a resolution.

10.08 CASTING VOTE
In case of an equality of votes at any Annual or Special General Meeting, either upon a show of hands or upon a poll, the Chairman of the meeting shall be entitled to a second or casting vote in addition to his regular vote.
10.09 PROXIES
There shall be voting in person only and there shall be no vote by proxy at a general meeting of the members.
10.10 BUSINESS TO BE TRANSACTED
10.10a The Order of business at Annual General Meeting shall include:

(i) Reading and approval of minutes of the last General Meeting.

(ii) Reports on activities of the Association by the President and/or Secretary.

(iii) Treasurer’s Report including an audited Statement of Accounts.

(iv) Determination of membership dues for the following year.

(v) Appointment of Auditor.

(vi) Announcement of the name of the ex-officio member by the outgoing Executive Committee.

(vii) Election of the President and seven members of the Executive Committee.

(viii) Any other pertinent business.

10.10b Special General Meeting shall deal only with the subject specified in the notice of the meeting.

10.10c In addition to all rights and powers otherwise enjoyed and subject to any provisions to the contrary in the Act, or the Letters Patent the members may transact and do all business at a duly called and held meeting of members, which the Executive Committee can transact and do at a meeting of the Executive Committee.

10.10d Meeting shall be conducted in the Gujarati and/or English languages and the minutes shall be recorded in English.

11.01 FISCAL YEAR
The fiscal year of the Association shall be from April 1st to March 31st of the following year.
12.01 FISCAL MATTERS
12.01a All funds of the Association shall be deposited from time to time in a chartered bank, trust company or institute selected by the Executive Committee. All cash collected shall be deposited in the bank forthwith but in any event not later than ten days from the date of such collection.

12.01b All monetary transactions shall be made in the name of the Association. All cheques or withdrawal pertaining to outgoing funds shall be signed jointly by the President or the Vice President together with the Secretary or the Treasurer.

12.02 CAPITAL FUND
An account called the “Special Purpose Account” shall be opened for the funds raised for special projects or for surplus funds not invested in securities or required for operating purposes. All disbursement from such an account shall require approval from Executive Committee and ratified at a General Meeting by the members. All such authorized disbursement shall require the signatures of the President or the Vice President together with the Secretary or the Treasurer.
12.03 INVESTMENT
The Executive Committee shall have an authority to invest and deal with the monies of the Association and to sell, assign, transfer, exchange or convert the investment owned by or registered in the name of the Association; provided such investments are as authorized within the Trustee’s Act; by-laws of the Association and the Act.
13.01 EXECUTION OF DOCUMENTS
13.01a All deeds, contracts, agreements, engagements, instruments or other documents to which the Seal of the Corporation may be affixed shall be signed by the President or Vice President together with the Secretary or the Treasurer and when so signed and sealed, shall be delivered and received as the act of the Association.

13.01b The Executive Committee shall have power from time to time by resolution to appoint any other officers or persons on behalf of the Association to sign specific instruments in writing under the Seal of the Corporation.

14.01 AUDITORS
The members shall at each Annual General Meeting appoint a Public Accountant or firm of Public Accountants as an Auditor to audit the accounts of the Association and to hold office until the next Annual General Meeting; provided that the Executive Committee may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be decided by the Executive Committee.
15.01 INTERPRETATION AND AMENDMENT OF BY-LAWS AND LETTERS PATENT
15.01 INTERPRETATION: All questions of interpretation of the by-laws shall be decided by the Executive Committee.
15.02 AMENDMENTS
15.02a Amendments to the By-laws of the Association may be proposed by the Executive Committee by a 2/3 majority. Members shall be notified and the changes shall be submitted for ratification at a General Meeting. At which time, they may be ratified, amended or rejected. Members may propose an amendment by requesting to convene a Special Meeting under Section 10.01b.

15.02b Amendment to Letters Patent shall require approval of a clear 2/3 majority at a General meeting.

15.02c Provided the amendments under a and b shall not be enforced or acted upon until approval of the Minister or other person if any designated in the Act has been obtained.

16.01 DISSOLUTION
16.01a The Association shall be dissolved and wound up by a resolution approved at a General Meeting by two-third majority of members. Executive Committee shall take adequate action required by the Act and Laws of Ontario.

16.01b The Association shall use its funds only to accomplish the objectives and purposes specified in these by-laws and Letters Patent. No part of said funds shall inure, or be distributed to the members of the Association. On dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed and disposed of by the Executive Committee as approved at a General Meeting to one or more recognized educational, scientific, philanthropic or similar organizations within Canada.

INCORPORATORS
Name in full, including all given names Residence address giving street & No. or RR No. & Municipality or Post Office and Postal Code Profession
Dr. Surendra Patel 18 Fifeshire Cres.,Nepean, Ontario, K2E 7G8 Physician
Virendra Mehta 23 Dorey Court,Kanata, Ontario, K2L 2V5 Accountant
Janak Shah 7 Mancil Drive,Nepean, Ontario, K2J 2K5 Chartered Accountant
Mahendra Karia 428A Moodie DriveNepean, Ontario, K2H 8A6 Accountant
Vinod Shah 27 McLennan Way,Kanata, Ontario, K2L 2N1 Prof. Engineer
Mahendra Patel 347 Dufferin Street,Carlton Place, Ontario, K7C 3K4 Engineer
Shobhna Patel 7 Klein Court,Kanata, Ontario, K2L 2X7 Homemaker
Swati Patel 537-790 Springland Dr.,Ottawa, Ontario, K1V 6L7 Homemaker
Narendra Mehta 938-2660 Norberry Cres.,Ottawa, Ontario, K1V 6N2 Engineer
Jayvadan Bhatt 7 Lacewood Court,Nepean, Ontario, K2E 2E2 Prof. Engineer
Kishor Shanghavi 241 Patricia Ave.,Ottawa, Ontario, K1Y 0C6 Accountant
AMENDEMENTS
Amendment to by-laws were passed in a Special General Body Meeting of The Gujarati Cultural Association held on May 2nd 2004 at Indo Canada Community Centre in Ottawa.
BOARD OF TRUSTEES
The Board of Trustees shall be comprised of minimum of three and maximum of five members. The candidates for Board of Trustees shall be past members of the executive Committee or members in good standing for the immediate past three years. The trustees shall elect a chairman from amongst them for each calendar year.
DUTIES AND POWERS
  1. The Board of Trustees is responsible for ensuring that the management activities and fiscal affairs of the Association are run within the confines of the Constitution. The Board of Trustees will give due consideration to a complaint or complaints given in writing laid by any member of the Association and cosigned by two active members of the Association within this context.
  2. The Board of Trustees will take over the management and running of affairs of the Association in the event that the Executive Committee is not elected in conformity with the constitution, or in the event that the Executive Committee members resign en masse.
  3. The Board of Trustees may appoint, at its discretion, members from the General Body to the Executive Committee to run the affairs of the Association until such time that a new Executive Committee is duly elected.
  4. In the event that the Executive Committee is not able to fulfill its obligations, the Board of Trustees shall take adequate action required by the Act and Laws of Ontario.
  5. In the event that grievances have been filed by the members of the Executive Committee against each other to the Board of Trustees, and if in the opinion of the Trustees the Executive Committee has been dysfunctional, the Trustees may at its discretion dissolve the Executive Committee and propose necessary actions without any further recourse by the outgoing Executive Committee. Decisions will be by simple majority within confines of By Laws within the context of the general interest of the Community.
  6. In order for the Trustees to remain abreast on the affairs of the Association. The Executive Committee shall pre inform the Trustees of upcoming meetings. Trustees may attend all Executive Committee meetings and may express opinions, but shall have no voting privileges. Copies of all minutes shall be sent to all members of the Board of Trustees.

The chairman of the Board of Trustees shall present a report of the past years activities at the Annual General Meeting.

ELECTION OF TRUSTEES
In order to have continuity in the Board of Trustees, in the first year of the formation of the Board of Trustees under this constitution, the following procedure shall be followed:

Elect one trustee to serve for a period of five ( 5 ) years,

Elect one trustee to serve for a period of four ( 4 ) years,

Elect one trustee to serve for a period of three ( 3) years,

Thereafter, upon expiration elect a new Trustee or same Trustee can be reelected.

We are also pleased to announce that at Special General Meeting following Trustees were duly nominated and elected for a term of five years on rotation basis.

Mr. Balwant Mistry 613-825-3160

Dr. Pradeep Merchant 613-737-4062

Mr. Chandrakant Mehta 613-592-7670

Mr. Raman Desai 613-726-8870

Mr. Kalyandas Kanabar 613-721-9955

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