Toronto New Japanese Canadian Association
Constitution and By-Laws
Enacted: February 22, 1980
Revision 1: June 1, 1982
Revision 2: March 13, 1992
Revision 3: March 24, 1995
Revision 4: March 22, 1996
Revision 5: March 20, 1998
Revision 6: March 22, 2002
Constitution
1: The name of the Organisation shall be Toronto New Japanese Canadian Association.
2: The purpose of the Organisation shall be to accomplish the following objectives by means of various cultural, sports and educational activities:
2-1: Represent the Japanese immigrants' wishes and opinions
2-2: Encourage the social interactions between the Japanese immigrants
2-3: Encourage mutual understandings and self-help activities among the Japanese immigrants
2-4: As a whole, aim to accomplish a better social status of the Japanese immigrant community
By-Laws
1: Seal
The seal below shall be the seal of the Organisation.
2: Membership
2-1: In principle, Japanese immigrants (including Canadians who grew-up in Japan) who pay the membership dues for the year shall be eligible to be a member. The membership shall be either an individual membership or a group membership via an affiliate organisation.
2-2: People who are not eligible under the above definition shall be able to become a member, if they wish, with the payment of the membership dues.
2-3: The affiliate organisations shall have a minimum of five members, an official name and continuous activities while affiliated. In order to become an affiliate organisation, the organisation shall submit the application in writing to the Board of the Organisation at least one month prior to the next Board meeting.
2-4: The maximum unit of the individual membership shall be a family. The membership shall be in effect at the payment of the membership dues.
3: Board of Directors
3-1: The affair of the Organisation shall be managed by a board of a minimum of twenty Directors who are either elected and approved by the Board or are the representatives from the affiliate organisations. One affiliate organisation shall be able to send one Director if it has more than five and less than fifteen members and send two Directors if it has more than 15 members. Other Directors shall be elected either in the annual general meeting (AGM) or by the approval of more than the two-third majority of the Board members. The newly elected or approved Board members shall be required to be a member of the Organisation within 10 days of the election or approval, if he/she is not a member at the time.
3-2: Each Director shall be eligible to hold office for one year from April 1 to March 31.
3-3: Each director shall be eligible to be re-elected for the next one year term in the AGM that shall be held before the end of the current term.
4: Regular and Special Board Meetings
4-1: Attendance of ten Directors (half of the minimum number of the Directors required in the Board) shall be required in a Board meeting for it to be declared official and valid.
4-2: The regular Board meeting shall be held at the time, date and location that shall be pre-determined in the prior board meeting. The Board meetings shall be held every month under the normal circumstances.
4-3: Special Board meetings shall be called by:
(1) The President or a Vice-President, or
(2) The Secretary who shall be given the duty by the President or a Vice-President, or
(3) A written notice signed by two of the above three people
and the Secretary shall arrange to call for the meeting.
5: Call for Regular and Special Board Meetings
5-1: Notice of a Special Board Meeting shall be delivered to each Director:
(1)24 hours prior to the meeting if delivered by telephone or telegram, or
(2)48 hours prior to the meeting if delivered by mail, fax or e-mail
5-2: Any error or omission in the notice or in delivering the notice shall invalidate the meeting and any proceedings taken in the meeting.
6: Power of Board
The Board shall have the power to exercise the following rights:
6-1: Appoint or dismiss Executives.
6-2: Approve or dismiss the applications for affiliate organisations.
6-3: Cancel the registration of affiliate organisations.
6-4: Approve or dismiss Directors.
6-5: Amend the constitution and by-laws.
6-6: Set up committees outside the Board.
6-7: Make all the decisions in managing the Organisation according to its constitution and by-laws.
7: Voting in Board Meeting
7-1: The decision on proposals and motions shall require the two-third majority of votes cast by Directors for Items 6-1 to 6-4 described in the previous section. Other items shall be decided by a simple majority of votes.
7-2: Votes shall be made by a show of hands unless a poll be demanded by any member of the Board.
7-3: The Chairperson shall declare the result and the Secretary shall enter the result in the minutes.
7-4: All the Directors shall have the right to vote with the exception of the Chairperson.
7-5: In case of an equality of votes, the Chairperson shall cast a vote.
7-6: Proxy of any Director shall be admissible in writing.
8: Remuneration of Directors
All the Directors shall receive no remuneration for their activities as such. Executives, however, shall receive the pre-approved amount of transportation cost in April.
(Note: The above payment has been terminated since 1999)
9: Executives
9-1: The Organisation shall have an Executive Board as follows. The Executive Board shall be elected in the first Board meeting in the new one year term by the Board that was elected in the AGM prior to the beginning of the new one year term.
9-2: Each Executive shall hold the position for one year. Re-election of any Executive to the next term shall be permissible.
9-3: There shall be:
(1)One President
(2)Up to three Vice-Presidents
(3)One Secretary
(4)One Treasurer
(5)One Auditor
(6)An unlimited number of Advisors
10: Duties of President
The President shall:
10-1: Represent the Organisation and be responsible for managing all the affairs of the Organisation.
10-2: Call for Board meetings.
10-3: Be responsible for all the affairs in the AGM and appoint the Chairperson in the AGM.
10-4: Responsible for all the affairs in Executive meetings.
11: Duties of Vice-Presidents
The Vice-Presidents shall:
11-1: Support the President for managing the Organisation.
11-2: Exercise the duties and powers of the President during his/her absence.
12: Duties of Secretary
The Secretary shall be responsible for:
12-1: The general administration of the Organisation.
12-2: Recording all the facts and minutes in all meetings and safe-keeping of the records.
12-3: Safe-keeping of contracts and documents concerning the affairs of the Organisation.
12-4: Mailing notices and documents to Directors.
13: Duties of Treasurer
The Treasurer shall be responsible for:
13-1: All the monetary affairs of the Organisation.
13-2: Reporting on demand by the Board or by Executive Board of the full and accurate account of the financial status.
13-3: In case of emergency needs, exercising disbursement of funds under the approval of the President and obtaining the approval of the Board afterwards.
14: Duties of Auditor
The Auditor shall be responsible for:
14-1: As part of the Executive Team, carrying out audit of the account of the Organisation.
14-2: Reporting the result of the audit in the AGM.
15: Execution of Documents
15-1: Documents such as deeds, transfers, contracts and engagements shall be signed by the President and either one of Vice-Presidents or Secretary or Treasurer.
15-2: Any person who received and accepted shares, bonds or other securities on behalf of the Organisation shall be required, without a delay, to transfer the title to the Organisation.
15-3: The Board shall be responsible in regularly reviewing the constitution, by-laws and the status of the safe-keeping of the documents.
16: Annual and Other Meetings of Members
16-1: The Board shall decide the time, date and location of the annual or any other general meetings of the members.
16-2: The following business shall be carried out in the annual general meeting (AGM):
(1)Report from the Board
(2)Financial statement
(3)Auditor’s report
(4)Announcement of newly appointed Director(s) from affiliate organisation(s).
(5)Election of Directors for the next one year term.
16-3: Any members shall be able to forward questions, proposals and motions in the AGM without prior approval or notices.
16-4: The Board shall have the power to call for Special Meetings.
16-5: Notice of Special Meeting shall be delivered to all members at least 10 days prior to the date of the meeting. The mailing address of the members shall be the one that is registered in the latest membership list.
16-6: The meeting shall be valid with more than 30 members present.
17: Error or Omission in Notice
Any error or omission in the notice of the AGM shall invalidate the meeting and any proceedings taken in the meeting.
18: Change of Date and Location of AGM
The Board shall decide the change of the date and the location of the AGM.
19: Voting Rights of Members
19-1: Each member shall be entitled to one vote in the AGM. If a member has difficulty attending the meeting, he/she shall be able to vote by proxy.
19-2: A person shall not be an eligible member of the Organisation unless he/she paid all dues or fees that are payable by then.
19-3: At the AGM, every question shall be decided by a majority of the votes of the members present in person or represented by proxy, unless otherwise required by the by-laws of the Organisation.
19-4: Every question shall be decided by a show of hands unless a poll be demanded by any member.
19-5: Upon a show of hands, every member having voting rights shall have one vote.
19-6: The Chairperson shall declare the result of the vote and the Secretary shall record the result. The record shall be deemed the decision of the Organisation.
19-7: In case of an equality of votes, the Chairperson shall be entitled to casting a vote.
20: Dues
The amount of dues for both individual members and the affiliate organisations shall be determined by the Board. The membership dues shall be good for one year from April 1 to March 31. (Note: The dues for affiliate organisations have been terminated since 1999)
21: Fiscal Year
The fiscal year of the Organisation shall be from January 1 to December 31.
22: Payment and Disbursement
22-1: The Treasurer shall conduct all the disbursements from the account of the Organisation with the approval of the Board.
22-2: In case of emergency needs, the Treasurer shall have the power to exercise disbursement of funds under the approval of the President and obtain the approval of the Board afterwards within the limits stated by the constitution and the by-laws.
23: Membership Card
Every eligible member shall receive a membership card.
24: Head Office
The Head Office of the Organisation shall be at such place as the Board determines.
25: Amendment
25-1: Amendment of the Constitution shall require the two-third majority vote in an AGM.
25-2: Amendment of By-Laws shall require a vote in the Board.
26: Definition of Wording
26-1: The “Organisation” shall mean “Toronto New Japanese Canadian Association”.
26-2: The “Executive Board” shall mean the meetings of Executives that shall be called by the President. The President shall determine the time, date and location of the meeting.
26-3: The “Board” shall mean the meetings of Directors. The time, date and location of the regular Board meetings shall be determined in the first Board meeting in April of the new one year term.
The latest English version of the Constitution and By-Laws is hereby consented to and confirmed by the signatures of the President and all the Vice-Presidents.
Dated this ______days of ______, 20__.
President:______
Vice-President:______
Vice-President:______
Vice-President:______
Supplements to By-Laws - 2001
1: Expenses for Administration Activities at Head Office
1-1: Each Executive shall be entitled to receive reimbursements from the Treasurer of the expenses that arose from pursuing the business of the Organisation.
1-2: Each Director who is in charge of a project shall be eligible to obtain advance payments that are approved by the Board. The Director in charge of the project shall submit the details of the budget.
1-3: Each Executive shall have the power to commit a donation of up to $50 to organisations or activities when he/she attends a meeting as the representative of the Organisation. In that case, he/she shall report the commitment to the Treasurer and obtain the approval from the Board afterwards. He/she shall require prior approval from the Board if the amount exceeds $50.
1-4: The Treasurer shall have the power of disbursing the fund up to $1000 per payment with the approval of the Executive Board. The Treasurer shall require the approval of the Board if the amount exceeds $1000.
1-5: Any left-overs, monetary or materials, at the end of projects shall belong to the Organisation. The Treasurer shall list the items and make arrangement for keep. The list shall be reviewed regularly by the Board or be available to the Board on demand.
2: Dues
2-1: The annual due for affiliate organisations whose membership is less than 10 people is $10.
2-2: The annual due for affiliate organisations whose membership is more than 11 people but less than 40 people is $20.
2-3: The annual due for affiliate organisations whose membership is more than 41 people is $50.
2-4: The annual due for individual and family members is $20.
(Note: Items 2-1 to 2-3 have been terminated since 1999)
3: Monetary Support to Affiliate organisations
Each affiliate organisation shall receive a monetary support of $100 per year from the Organisation.
(Note: The monetary support to affiliate organisations has been terminated since 1999)
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