BY-LAWS OF THE CANADA-PALESTINE CULTURAL ASSOCIATION


Table of Contents

 1. NAME
 2. PURPOSE
 3. OFFICE
 4. MEMBERSHIP
 5. ADMISSION TO MEMBERSHIP
 6. RESIGNATION OR TERMINATION
 7. MEETINGS
 8. OFFICERS
 9. ELECTION OF OFFICERS AND OTHER DIRECTORS
10. TERM OF OFFICE OF OFFICERS
11. QUORUM
12. VOTING
13. DUTIES AND POWERS OF THE DIRECTORS
14. DIRECTORS MEETINGS
15. POWERS AND DUTIES
16. PRESIDENT
17. VICE-PRESIDENT
18. SECRETARY
19. TREASURER
20. REMOVAL OF OFFICERS
21. COMMITTEES
22. ADVISORS
23. MEMBERSHIP DUES
24. AMENDMENTS
25. PROPERTY OF THE ASSOCIATION
26. AUDIT OF ACCOUNT
27. CORPORATE SEAL
28. DISPUTES
29. BORROWING
30. AFFILIATION
31. DIVIDENDS
32. BOOKS AND RECORDS



1. NAME:

The name of the society shall be the CANADA-PALESTINE CULTURAL ASSOCIATION.

2. PURPOSE:
  1. To foster and encourage cooperation among its members.

  2. To promote the Palestinian Arab cultural heritage and to share the same with other Canadians.

  3. To disseminate information regarding Palestinian matters to Canadians.

  4. To encourage Canadians of Palestinian origin to participate in Canadian public affairs and organizations.

  5. To enhance mutual understanding between the Canadian and the Palestinian people.

  6. To promote cooperation between the Association and other ethnocultural organizations and groups, Arab or otherwise.

  7. To promote work of a charitable tribute between Palestinian Canadians and other Palestinians.
3. OFFICE:

The Board of Directors shall be authorized to maintain an office at such place or places within the City of Edmonton as the board may from time to time designate.

4. MEMBERSHIP:

Any person being of Palestinian or other Arab origin or descent residing in the Edmonton area shall be eligible to become a member of the Association.

5. ADMISSION TO MEMBERSHIP:
  1. Regular Membership
All persons desiring to become a member of the Association shall file with the Secretary an application for membership in the manner prescribed by the Board of Directors. Upon approval of the application by a majority of the Board of Directors, such person shall become a full member and shall be notified by the Secretary and shall thereupon be required to pay the dues chargeable to members and shall thereafter be eligible to attend all meetings of members and to vote on all matters referred to the membership.
  1. Honourary Membership
The Board of Directors shall be authorized to grant honourary membership to such persons and on such terms as the Board of Directors may from time to time decide.

6. RESIGNATION OR TERMINATION:
  1. Any member may resign from the Association provided that all his indebtedness to the Association has been paid and that such resignation shall be in writing and shall be filed with the Secretary of the Association. Such resignations to become effective on the date of acceptance thereof by the Board of Directors.

  2. Any member being three (3) or more months in arrears in payment of dues or other indebtedness to the Association may be suspended from membership, provided that such a member is so notified in writing by the Secretary. Any member suspended for non-payment of membership fees may be reinstated by the Directors on application and upon paying all arrears, together with current dues to date. If such member fails to apply for reinstatement within a period of sixty (60) days from mailing of notice of suspension sent to his last known address, he shall automatically cease to be a member of the Association.

  3. Any member charged with conduct unbecoming a member of the Association, or who acts prejudicially to the best interest of the Association may be notified of such charge and shall be entitled to appear before a meeting of the Directors for the purpose of discussing the same. Whether or not such member chooses to appear before a meeting of the Directors, the Board of Directors may decide to recommend to the full membership that such member be expelled. and such member shall be entitled to appear before a meeting of the full membership for the purpose of discussing the charge, and such member may be expelled by an affirmative vote of a majority of the full membership, and in the event of a member being expelled, the Secretary shall notify such member of the act of expulsion and such member shall thereupon cease to be a member of the Association.
7. MEETINGS:
  1. The meetings of the Members of the Association shall be held not less than two times each year at a date and location to be fixed by the Board of directors. One of the meetings shall be known as the Annual General Meeting of the Association.

  2. Special meetings of the Association can be called at any time by the Board of Directors or may be demanded by the petition of twenty per cent (20%) of the members in good standing. Meetings demanded by petition shall require a minimum of thirty (30) days notice.

  3. Written notice of the time, place and purpose of the Annual Meeting shall be made to all full members to the addresses appearing in the records of the Association, at least (10) days before the holding of the meeting.

  4. In addition to the Annual General Meeting. Directors may call regular meetings of the Association for the purpose of advancing the aims and objectives of the Association. Notices of such meetings shall, if possible, be given in writing ten (l0) days before the date of such meeting in the manner provided for in the giving of notices for the Annual General Meeting and notice of several future regular meetings may be given by single notice.

  5. If circumstances do not permit the notice of regular meetings or special meetings called by the Directors to be given ten (10) days in advance and/or in writing, notice may be given by telephone at any time prior to the day of the meeting.

  6. At all meetings of the members of the Association, the President shall preside, providing that if the president is not available, the Vice-President shall preside, failing that, a member of the Board of Directors shall be elected from the floor to preside as Chairman of the meeting.

  7. At each Annual General meeting of the Association, the President shall provide a written report of the Association's activities. the Treasurer shall provide a Financial report; together with Statement of Receipts and Disbursements, to a date not more than sixty (60) days prior to the holding of the meeting.
8. OFFICERS:

The officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer. and such other officers as the Board of Directors may deem advisable.

9. ELECTION OF OFFICERS AND OTHER DIRECTORS:
  1. All officers shall be elected by the general membership of the Association at a duly constituted Annual General Meeting for a term of two years.

  2. In addition, three (3) Directors shall be elected from the general membership for a term of two years.

  3. In the event of an elected Director ceasing to act or resigning from the Board, the remaining Directors shall be entitled to fill such vacancy or vacancies on the Board of Directors from the general membership for the remainder of the term of office.

  4. Directors whose term has expired or will expire in that year, shall cease to hold office upon the holding of the next election of Directors, provided that if any Annual Meeting fails to elect Directors, the Directors previously elected shall continue in office until the new Directors shall have been elected.

  5. The Board of Directors shall consist of eight (8) Directors including seven elected Officers and Directors, plus the immediate Past President.
10. TERM OF OFFICE OF OFFICERS:
  1. All officers may be re-elected but shall not hold office for more than two (2 ) consecutive terms of two each years.

  2. A Director shall not be qualified to hold office for more than two (2) consecutive terms of two years each.
11. QUORUM:

The presence of fifteen regular members in good standing or one third of the full membership, whichever is more, shall constitute a quorum at a General Meeting.

12. VOTING:

All regular members in good standing shall be entitled to one vote on each Resolution or proposal submitted to any General Meeting of the members.

13. DUTIES AND POWERS OF THE DIRECTORS:

The business affairs of the Association shall be managed by the Board of Directors and all acts of the Board of Directors shall be binding upon the Association until the next Annual Meeting of the Association. However, if the same is approved by the Annual Meeting, they shall become as binding and effective as if passed by the membership at large.

The Board of Directors shall have the power to cancel the membership of any member who has resigned, died, or moved from the Edmonton area.

14. DIRECTORS MEETINGS:

An organization meeting of the Board of Directors shall be held immediately after each Annual Meeting: and further meetings of the Board shall be held at such times and places as shall be determined by the Board, provided that special meetings of the Board may be called by the President or two thirds (2/3) of the Directors at any time. Notice of all Board meetings shall be given to the Directors in such a manner as the Board may from time to time decide. The presence of a majority of the Directors then in office shall constitute a quorum. The ants of a majority of those in attendance at any meeting at which a quorum is present shall be the acts of the Board.

15. POWERS AND DUTIES:

The powers and duties of the officers shall be as provided herein, or as designated from time to time by the Board of Directors.

16. PRESIDENT:

The President shall be the Chief Executive Officer of the Association and shall sign all official papers and documents of the Association, and shall preside over all meetings of the voting members of the Board.

17. VICE-PRESIDENT:

The Vice-President shall assist the President as the President may from time to time require. In the absence, resignation or disability of the President, the Vice-President shall have the power and duty of the President.

18. SECRETARY:

The secretary shall give notice of all meetings of the full membership and of the members of the Board; keep a record of all the proceedings at all such meetings and safely keep the seal of the Association and all documents and papers which come into the possession of the Secretary.

19. TREASURER:

The Treasurer shall keep the accounts of the Association and shall make reports thereof to the Board of Directors as may be directed. The Treasurer shall deposit all funds of the Association which come into his hand, at such banks as the Board may designate, and the Treasurer shall deposit all funds received by the Association in its bank account. The Treasurer shall also prepare and submit to each Annual Meeting of the Association, a Financial Statement showing all receipts and disbursements and all properties held by the Association. Cheques shall be signed by any two of the President, Vice-President and Treasurer, or as designated from time to time by the Board of Directors, and such signatories shall be authorized to sign cheques or make commitments for up to a maximum of $1,000.|00 on any given project without prior approval of the Board of Directors, and all such expenditures or commitments shall be reported promptly to the Board of Directors.

20. REMOVAL OF OFFICERS:

Any officer of the Association may be removed by the full membership whenever in their judgment the best interests of the Association will be served thereby, providing that the removal of any officer shall be on Resolution by which due notice shall be given and passed by the affirmative vote of at least two thirds (2/3) of the membership in secret ballot.

21. COMMITTEES:

Such committees shall be established as the Directors from time to time designate.

22. ADVISORS:

The Board of Directors shall be authorized to appoint advisor(s), up to a maximum of three, as may be required or necessary for the purpose of the Association. Advisors shall not have the right to vote at Board meetings or hold office.

23. MEMBERSHIP DUES:

The Directors by Resolution shall fix the annual dues payable by all members, and shall be entitled to establish such other assessments as may from time to time be agreed upon and the Directors may fix different dues for Regular and Associate members.

24. AMENDMENTS:

Any amendment to the By-laws may be adopted when passed by a majority of the Directors after notice thereof having been given at a preceding Directors Meeting and thereafter shall become effective when passed by a majority of the membership as a Special Resolution at the next Annual Meeting or at a Special Meeting of the Association upon twenty one (21) days notice.

Upon the amendment being passed as provided herein, the same shall be recorded by the Secretary and filed with the Registrar of Companies and any copies of the Constitution thereafter shall contain such amendment or amendments.

25. PROPERTY OF THE ASSOCIATION:

The Board of Directors shall have power to deal with any property acquired by the Association, either real or personal, and to enter into contracts on behalf of the Association, either for the acquisition or rental of any real or personal estate as may be required or necessary for the purpose of the Association.

26. AUDIT OF ACCOUNT:

The Secretary shall have charge of the Minute Book of the Association and of any other books required to be kept by law, and to perform all duties with respect thereof as may be required or as may by the Board be directed, and the Treasurer shall have charge and the care and custody of all account books, bank records and statements, and shall be responsible for the deposit of all monies in the Association's bank account. The Board of Directors may appoint Auditors or other persons to audit or verify all Association accounts whenever the Board shall consider this to be necessary, and in the event of such audit or verification being made, the same shall be presented to the Annual Meeting of the Association.

27. CORPORATE SEAL:

The Seal of the Association shall remain in the custody of Secretary or the Association's legal representative and shall be used in the presence of the Secretary and at least one other officer.

28. DISPUTES:

A dispute arising out of the affairs of the Association and between any member of the Association, or between:
    a member or a person who is aggrieved and has for not more than six months ceased to be a member, or,
    a person claiming through the members, or aggrieved or claiming under the By-Laws of the Association, and the Association, or an Officer or Director of the Association shall be decided by arbitration, which shall be pursuant to the Arbitration Act of the Province of Alberta, and a decision made pursuant to such arbitration shall be binding on all parties and may be enforced upon Application to the Court of Queen's Bench of Alberta.
29. BORROWING:

The Association shall not be entitled to borrow any funds unless the borrowing proposal shall be submitted on notice to a Meeting of Directors and shall be approved by a two thirds majority of the Board of Directors, and in such event the said borrowing may be undertaken on such conditions as the Directors may approve, and the Directors shall be authorized to give such security as may be agreed upon.

30. AFFILIATION:

The Board of Directors shall be authorized to affiliate the Association with the Canadian Arab Federation and/or other Canadian organizations on such terms and conditions as the Board of Directors may from time to time approve.

31. DIVIDENDS:

The Association shall apply the profits of its operation, if any, or any other income of the Association in promoting its objectives and the Association prohibits the payment of any dividends to any member of the Association.

If the Association shall be wound up, whether voluntarily or otherwise, the Association shall after payment of all just debts of the Association, donate all of the assets of the Association to a charitable institution situated within Canada or to an organization within Canada with similar objects as the Association.

Directors may be compensated for expenses incurred in carrying out their duties but shall receive no remuneration unless such remuneration has been approved by a two thirds majority of the Directors.

32. BOOKS AND RECORDS:

The books and records of the Association may be examined by a member at the office of the Association, or at such place as the Secretary may designate, upon thirty days notice in writing to the Secretary.