PART 1 - INTERPRETATION
........1) In these By-laws, unless the context otherwise requires:
...............a) "Director" means the Directors of the Foundation pursuant to these By-Laws;
...............b) "Society Act" means the Society Act of the Province of British Columbia from time to time in force
....................and all amendments to it;
...............c) "Registered address" of a Member means his or her address as recorded in the register of members;
...............d) "By-Laws" means the By-Laws of the Foundation;
...............e) "Member" means a person who has been accepted by the Directors for membership in the
....................Foundation, pursuant to paragraph 4 of the By-Laws;
...............f) "Foundation" means the NU Foundation For Community Partnerships;
...............g) "General Meeting" means a meeting of the Members;
...............h) "Board" means the Board of Directors of the Foundation;
...............i) "African Ancestral Community" means all people regardless of colour, creed, and gender originating
...................from one continent
.........2) The definitions in the Society Act on the date these By-Laws become effective apply to these By-Laws.
2.........Words importing the singular include the plural and vice versa; and words importing the male person
............include the female person and a corporation.
PART 2 - MEMBERSHIP
3........The Members of the Foundation are the Subscribers to the original Constitution and By-Laws of the
..........Foundation, and those persons who subsequently have become Members, in accordance with these
..........By-Laws, and shall include Full Members and Honorary Members and in either case, have not ceased to
..........be Members.
4........A person shall become a Member in good standing of the Foundation upon:
.............a) meeting the requirements of Section 5 or 6; and
.............b) having his or her membership application approved by the Board; and
.............c) paying the membership dues.
5........Full Members shall include those persons who:
.............a) agree to the principles and aims stated in the NU Foundation For Community Partnerships
.................Constitution and Mission statement;
.............b) be of the age of no less than twelve (12) years old.
6........Honorary Members shall include those persons who have made an outstanding contribution to the
..........Foundation and who have been accepted to Honorary Membership by the Board by a three-quarters (¾)
..........vote. Honorary Members shall not be required to pay membership dues.
7........The membership dues payable by Full Members shall be:
.............a) determined by the Board from time to time;
.............b) payable by a date established by the Board; and
.............c) may be waived or reduced in specific cases at the sole discretion of the Board
8........All Full and Honorary Members in good standing shall be eligible to attend and vote at General Meetings
..........and be eligible to serve on the Board.
.............a) Subject to these By-Laws, a Corporation admitted to membership in the Foundation may be
.................represented by a person authorized on behalf of the Corporation.
9........Membership in the Foundation shall cease and the rights and privileges of a member shall be terminated
..........upon:
.............a) a Member ceasing to be in good standing per Section 4 of these By-Laws for two (2) months; or
.............b) a Member delivering his or her resignation in writing to the Secretary of the Foundation or by mailing
.................or delivering it to the registered address of the Foundation; or
............ c) the Directors shall have the power, by a vote of three quarters (¾) of those present at a meeting of
.................the Directors, to expel or suspend any Member whose conduct shall have been determined by the
.................Directors, to be improper, unbecoming or likely to endanger the interests or reputation of the
.................Foundation:
.............d) on his or her death or, in the case of a corporation, on dissolution:
.............e) No member shall be expelled or suspended without notice of the charge or complaint against him or
.................her and without first having an opportunity to be heard by the Directors at a Meeting being called for
.................that purpose.
10........A person who wishes to be reinstated to membership shall be required to apply to the Board.
PART 3 - MEETING OF MEMBERS
11........Meetings of the Members shall be called General Meetings, and shall be held at such time and place, in
............accordance with the Society Act, as the Board determines.
12........General Meetings shall include Annual General Meetings and Special General Meetings, and any
............adjournments thereof.
13........A Special General Meeting may be called by the Board at it's discretion, and by Members in the manner
............ prescribed in the Society Act.
14........Notice of a General Meetings shall be sent to each Member not less than twenty-one (21) days by mail
............and by fourteen (14) day viva cable technology prior to the date of such meeting. Such notice may be
............sent by personal delivery or by mail of a written or printed notice, or by electronic mail or facsimile, or
............included in any official publication of the Foundation.
...............a) a notice of a General Meetings or Special General Meeting shall be given to every member shown
...................on the Register Of Members.
...............b) no other person is entitled to receive a notice of a General Meeting.
15........1) Notice of a General Meeting shall specify the place, the day and the hour of the meeting, and, in the
................case of special business, the general nature of that business.
............2) The accidental omission to give notice of a General Meeting to, or the non-receipt of a notice by, any
................Member shall not invalidate the proceedings at that General Meeting.
16........The first Annual General Meeting of the Foundation shall be held not more than fifteen (15) months after
............the date of incorporation and thereafter an Annual General Meeting shall be held at least once in every
............calendar year and not more than fifteen (15) months after the holding of the last preceding Annual
............General Meeting.
PART 4 - PROCEEDINGS AT GENERAL MEETINGS
17........The agenda for the Annual General Meeting shall include the presentation of reports from the Board, the
............appointment of an auditor, if required, any business initiated by the Board, and resolutions initiated by
............Members.
18........The agenda for a Special General Meeting shall be limited to the items, which are specified in the notice
............of the meeting, and no additional items or resolutions may be considered without the consent of more
............than half of the sitting Board.
19........The Board shall act on all resolutions adopted during a General Meeting, but the Board shall have the
............authority to adjust the actions proposed in such resolutions based on circumstances which may arise after
............such a General Meeting, and shall report to the members on its actions at the next Annual General
............Meeting.
20........1) A Member in good standing present at the Meeting of the Members is entitled to one (1) vote.
.................a) Voting is by show of hands or voting cards.
............2) In the event of a Special General Meeting being held were voting by mail in ballot is allowed due to
................the nature of the special business at hand, a thirty (30) day grace period is allowed for such vote to
................be delivered in a manner that is secure, and follows the guidelines below;
.................a) all participating voting Members will receive a description of the special business at hand, and must
.....................submit their signed ballot in a sealed envelope with a return address and name on it before the
.....................deadline specified on the letter of notice, in order to have validate their one (1) vote,
.................b) all ballots can be delivered by mailed, by person, to the address specified on the letter of notice
.....................and addressed to the Senior Secretary of the Foundation, who at such time when receiving the
.....................ballot or ballots, will respectively keep track of those sealed Member submissions, and have
.....................charge of those ballots until such time the official opening and counting of ballots is done.
.................c) on the official opening date specified on the letter of notice all sealed ballots which have been
.....................received by that date, will be opened and the counting of those voting ballots will be done in the
.....................presences of at least three (3) Senior Board Members;
.................d) results of special amendment will be posted on the NU Foundation For Community
.....................Partnerships official web-site.
............3) Ballot voting is limited to these special amendments only, unless otherwise approved by the Board
................Directors,
.................a) in the event of the Foundation wanting to create a Branch.
.................b) in the event of the Foundation wanting to create a Extra Provincial Branch.
.................c) in the event to create a new position on the Board of Directors
.................d) in the event of changing the Constitution so as to include a new purpose that may conveniently or
.....................advantageously be combined with the existing purposes of the Foundation.
21........Voting by proxy shall be permitted at a General Meeting, provided that the proxy is in writing.
22........1) No business, other than the election of a Chairman and the adjournment or termination of the meeting,
.................shall be conducted at a General Meeting at a time when a quorum is not present.
............2) If at any time during a General Meeting there ceases to be a quorum present, business then in
................progress must be suspended until there is a quorum present or until the meeting is adjourned or
................terminated.
............3) A quorum at General Meetings shall be 3 Members or a greater number, personally present at such
................General Meetings.
23........If within (30) minutes from the time appointed for a General Meeting a quorum is not present, the
...........meeting, if convened on the requisition of Members, must be terminated, but in any other case, the
...........meeting shall stand adjourned to a future date, and 14 days clear notice of that meeting will be given to
...........the membership. If, at the adjourned meeting, a quorum is not present within (80) minutes from the time
...........appointed of the meeting, the Members present constitute a quorum.
24........Subject to By-Laws 25, the President of the Foundation, the Vice-President, or in the absence of both,
...........one of the other Directors present shall preside as chairman of a General Meeting.
25........If at a General Meeting
............ a) there is no President, Vice-President or any other Director present within 15 minutes after the time
.................appointed for holding the meeting, or
.............b) the President and all the other Directors present are unwilling to act as Chair, the Members present
.................must choose one of their themselves to be Chair.
26........1) A General Meeting may be adjourned from time to time and from place to place, but no business shall
................be transacted at an adjourned meeting other than the business left unfinished at the meeting from which
................the adjournment took place.
............2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting must be given as
.................in the case of the original meeting.
27........1) No resolution proposed at a meeting need be seconded and the Chairman of a meeting may move or
.................propose a resolution.
............2) In case of an equality of votes the Chair shall not have a casting or second vote in addition to the vote
................to which he or she may be entitled as a Member and the proposed Resolution shall not pass.
PART 5 - BOARD DIRECTORS
28........The Board Directors may exercise all such powers and do all such acts and things as the NU Foundation
............For Community Partnerships may exercise and do, and that are not by these By-Laws or by statute or
............otherwise lawfully directed or required to be exercised or done by the Foundation in a General Meeting,
............but subject, nevertheless, to
..............a) all laws affecting the Foundation
..............b) these By-Laws, and
..............c) rules, not being inconsistent with these By-Laws, which are made from time to time by the
..................Foundation in a General Meeting
29........No rule, made by the Foundation in a General Meeting, invalidates a prior act of the Directors that
............would have been valid if that rule had not been made.
30........1) The Senior President, Senior Vice President, Secretary, Treasurer, or Secretary-Treasurer, Senior
.................Executive Race Relations Director, Senior Executive Construction Director, Senior
.................Executive Volunteer Director, Senior Executive Arts Director, Executive Director, Senior Executive
.................Director For National Growth, and Senior Executive Director For African Outreach are the Directors
.................of the Foundation.
............2) The number of Directors must be 5 or a greater number determined from time to time at a General
.................Meeting.
31........All Full and Honorary Members in good standing are eligible to be appointed or elected to the Board,
............and to be eligible to serve on the Board.
.............a) A Director so appointed holds office only until the conclusion of the next Annual General Meeting of
.................the Foundation depending on their appointment, but is eligible for re-election at the meeting.
32........1) If a Director resigns his or her office or otherwise ceases to hold office, the remaining Directors must
................appoint a Member to take the place of the former Director.
.................a) a resigning Director must submit a written notice of their resignation and address it to the
.....................Foundation.
............2) An act or proceeding of the Directors is not invalid merely because there are less than the prescribed
................number of Directors in office.
33........The Members may by special resolution remove a Director before the expiration of his term of office,
............and may elect a successor to serve to the next Annual Meeting.
.................a) a Director absent from three (3) consecutive Board meetings without valid reason acceptable to
.....................the Board of Directors, shall cease to be a Director.
34........The Board shall establish Conflict of Interest standards and policies to govern the participation of the
............Directors in its decision-making and may require that a person resign as a Director for conflict of interest.
35........No Director shall be remunerated for being or acting as a Director, but a Director shall be entitled to be
............reimbursed for all expenses necessarily and reasonably incurred by the Director while engaged in the
............affairs of the Foundation, subject to expense reimbursement policies as determined by the Board.
36........The Foundation shall have the power to purchase liability insurance for the benefit of any Director,
............Committee Member, Employee or other person in such amounts as the Board may from time to time
............determine.
37........Directors shall be appointed or elected for terms of two (2) years or until their successors are appointed
............or elected, with such terms commencing and ending upon the conclusion of the respective Annual
............General Meeting.
.................a) An election of a Director may be by acclamation, otherwise it must be by ballot.
.................b) If a successor is not elected, the person previously elected or appointed continues to hold office.
.................c) Tie votes shall be resolved by drawing lots, or by nominees affected reaching agreement on how
.....................ties shall be resolved.
PART 6 - PROCEEDINGS OF DIRECTORS
38........1) The Directors may meet together at such place as they think fit for the dispatch of business, adjourn
................and otherwise regulate their meeting and proceedings, as they see fit.
............2) The Directors may from time to time set the quorum necessary to conduct business, and unless so set
................the quorum is a majority of the Directors then in office.
............3) The Senior President shall be Chairman of all meeting of the Directors, unless the Directors otherwise
................decide.
............4) A Director may at any time, and the Secretary, on the request of a Director, shall convene a meeting
................of the Directors.
39........1) The Directors may delegate any, but not all, of their powers to Committees consisting of such persons
.................as they think fit and may name the Committee.
............2) A Committee so formed in the exercise of the powers so delegated shall conform to any rules that
................may from time to time be imposed on it by the Directors, and shall report every act or thing done in
................the exercise of those powers to the Directors.
40........Subject to direction of the Directors, the Committee shall determine its own procedure.
41........The Members of a Committee may meet and adjourn as they think proper.
42........A Director who may be absent temporarily from British Columbia may send or deliver to the address of
...........the Foundation a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the
...........Directors and may at any time withdraw the waiver, and until the waiver is withdrawn.
...............a) a notice of meeting of Directors is not required to be sent to that Director, and
...............b) any and all meetings of the Directors of the Foundation, notice of which has not been given to that
....................Director shall, if a quorum of the Directors is present, be valid and effective.
43........1) Questions arising at any meetings of the Directors and Committee of Directors shall be decided by a
.................majority of votes.
............2) In the case of a tie vote, the Chair does not have a second or casting vote.
44........A resolution proposed at a meeting of Directors or Committee of Directors need not be seconded, and
............the Chair of a meeting may move or propose a resolution.
PART 7 - DUTIES OF DIRECTORS
45........1) The Senior President shall preside at all meetings of the Foundation and the Directors, unless the
.................Members or Directors otherwise decide.
............2) The Senior President is the Chief Executive Director of the Foundation and must supervise the other
................ Directors in the execution of their duties,
...............a) be a signing Director for all official documents.
...............b) be the official spoke person for the NU Foundation For Community Partnerships.
...............c) provide active leadership for the purpose to promote community activism.
46........The Senior Vice-President shall carry out the duties of the President during his absence:
...............a) be a signing Director for all official documents.
...............b) perform such other duties as may be delegated to him by the Senior President.
...............c) provide active leadership for the purpose to promote community activism.
47........The Secretary shall be responsible for:
...............a) correspondence of the NU Foundation For Community Partnerships,
...............b) issuing of notice of meetings of the Foundation and Directors,
...............c) keeping minutes of all meetings of the Foundation and Directors,
...............d) custody of all records and documents of the Foundation except those under the responsibility of the
....................Treasurer,
...............e) maintaining the register of the Members.
...............f) be in charge of all sealed ballot votes, until such time official opening of all votes are to be counted.
...............g) provide active leadership for the purpose to promote community activism.
48........The Treasurer shall be responsible for:
...............a) keeping such financial records, including books of accounts, as are necessary to comply with the
...................Society Act, and
...............b) custody and control of all securities and funds, seeing that full and accurate records are kept thereof:
................... making an annual report in writing showing the financial condition of the Foundation and the results
................... of the yearly operation of the Foundation.
...............c) rendering financial statements to the Directors, Members, and others when required.
...............d) provide active leadership for the purpose to promote community activism.
49........1) The offices of Secretary and Treasurer may be held by one person who is to be known as the
.................Secretary Treasurer.
............2) If a Secretary Treasurer holds office, the total number of Directors must not be less than 5 or the
................greater number that may have been determined under Bylaw 30 (2)
50........In the absence of the Secretary from a meeting, the Directors must appoint another person to act as
............Secretary at the meeting.
51........The Senior Executive Race Relations Director shall be responsible for all Committees that develop for
............the purpose of securing Ethnic diversity and harmony within the Foundation:
...............a) perform other such duties that is delegated to him by the Board of Directors from time to time.
...............b) provide active leadership for the purpose to promote community activism.
52........The Senior Executive Construction Director shall be responsible to ensure that proper procedures are
............being followed by all active Committees that deal directly with all building construction projects:
...............a) perform other such duties that is delegated to him by the Board of Directors from time to time.
...............b) provide active leadership for the purpose to promote community activism.
53........The Senior Executive Volunteer Director shall be responsible to monitor all Committees that are formed
............in the event of fundraisers or all other functions were Volunteering is required within the Foundation:
...............a) keep accurate account of all Volunteers and their active interests within the Foundation.
...............b) perform other such duties that is delegated to him by the Board of Directors from time to time.
...............c) provide active leadership for the purpose to promote community activism.
54........The Senior Executive Arts Director shall be responsible to monitor all Committees that are formed in the
............event of fundraisers or all other functions were art design and productions is required:
...............a) perform other such duties that is delegated to him by the Board of Directors from time to time.
...............b) perform active leadership for the purpose to promote community activism;
55........The Executive Director shall be a General Consultant for the Board Directors in the event of conflict:
...............a) perform other such duties that is delegated to him by the Board of Directors from time to time.
...............b) perform active leadership for the purpose to promote community activism.
56........The Senior Executive Director For National Growth shall be in charge of promoting Extra Provincial
.............Branching in the effort to secure National awareness and participation within the Foundation.
...............a) perform other such duties that is delegated to him by the Board of Directors from time to time.
...............b) perform active leadership for the purpose to promote community activism.
57........The Senior Executive Director For African Outreach shall be in charge of monitoring all activities which
............deal with establishing and maintaining a British Columbia based World Outreach Program.
...............a) perform other such duties that is delegated to him by the Board of Directors from time to time.
...............b) perform active leadership for the purpose to promote community activism.
58........The Board shall appoint at least two (2) Directors, and, in addition, may appoint the Executive Director
............and other staff, as financial signing authorities for the Foundation. All cheques of the Foundation shall be
............signed by two of the signing authorities.
PART 8 - SEAL
59........The Corporate Seal of the Foundation shall be kept in the custody of the Chief Executive Director. The
............Seal shall be affixed as necessary to documents signed or executed by the NU Foundation For
............Community Partnerships.
60........The name of the NU Foundation For Community Partnerships shall not be used to endorse any
............publication or activity or action without written approval from the Board or Chief Executive Director.
PART 9 - BORROWING
61........In order to carry out the purposes of the Foundation the Directors may, on behalf of and in the name of
............the Foundation, raise, or secure the payment or repayment of money in such manner as they decide and
............in particular but without limiting the generality of the forgoing, by the issue of debentures.
62........No debenture shall be issued without the authorization of a special resolution.
63........The Members may by special resolution restrict the borrowing powers of the Directors but a restriction
............so imposed expires at the next Annual Meeting.
PART 10 - AUDITOR
64........This Part applies only if the Foundation is required or has resolved to have an auditor.
65........The fiscal year of the Foundation shall be for the twelve-month period commencing from date of
............registration.
66........The first auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office
............of the auditor.
67........At each Annual General Meeting the Foundation shall appoint an auditor to hold office until the auditor is
............re-elected or a successor is elected at the next Annual General Meeting.
68........An auditor may be removed by ordinary resolution.
69........An auditor shall be informed forthwith in writing of appointment or removal.
70........No Director and no employee of the NU Foundation For Community Partnerships shall be auditor.
71........The auditor may attend General Meetings.
PART 11 - BRANCHES
72........1) The Foundation may establish and maintain one or more Branch Societies with the powers, not
.................exceeding the powers of the NU Foundation For Community Partnerships, in accordance with the
.................Society Act.
............2) The Foundation may establish Extra Provincial Branches of the Foundation subject to the Society Act,
.................when deemed necessary by the Board of Directors and passed by special resolution by voting
.................Members.
PART 12 - BYLAWS
73........After being admitted a Member is entitled to a copy of the Constitution and By-Laws.
74........These By-Laws shall not be altered or added to except by special resolution.
........Incorporated on this 13 day of November, 2001
........Special Resolution passed on this 14 day of November, 2004
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