BY-LAWS
OF THE LEAMINGTON PORTUGUESE
COMMUNITY CLUB INC.
Revised and Approved by a
SPECIAL MEETING OF THE GENERAL ASSEMBLY
Held on March 11, 2001
Chapter I
CONSTITUTION
Article 1
The official name of this organization is The Leamington Portuguese Community Club Inc., hereinafter referred to as "The Club" in these By-laws.. It is an Association for Recreational and Cultural purposes, established by its members as a Non-Profit Organization and incorporated under the laws of the Province of Ontario with the No. #00422732.
Article 2
The Club is located at 217 Talbot Street West in Leamington, Ontario NH 1N8 (Canada).
CHAPTER II
BASIC PRINCIPLES
Article 3
The Club shall develop all its activities in total independence of any political party, religious orientations, or any other kind of particular community and civic groups.
Article 4
The main purpose of the Club shall be:
a) To represent and promote the best interests of its members in front of the official Canadian and Portuguese Authorities.
b) To foster a true spirit of solidarity and mutual support among its members.
c) To strongly preserve and promote the use of the Portuguese Language, the Culture and the values of our Customs and Traditions.
d) To promote the Social, Cultural and Economic development of its members and their harmonious integration into the Canadian way of life.
e) To establish and maintain a good cooperation and understanding among all community groups and associations which are ruled by similar principles and objectives.
CHAPTER IV
MEMBERSHIP
Article 5
1 - All Membership applications should be addressed to the Board of Directors.
2 - Only the Board of Directors has the right to decide on the approval or rejection of any Membership Application. The application, however, may appeal against the decision of the Board of Directors to the General Assembly, who should consider the appeal at their next meeting.
3 - A proper appeal could be presented by the applicant himself or by any other member in good standing condition.
4 - Different Kinds of Membership
a) Active Members
b) Honorary Members (without the right to vote) are those outstanding people who have contributed in an important way to the well-being of the Community or endeavored to promote the best interests of the Club.
c) Meritorious Members are individual members of the Club in good standing condition that have contributed during a fiscal year with a personal donation of more than $10,000.00 (Ten Thousand Dollars). These members have the same rights as any Active Member and shall be exempt from paying any annual Membership dues.
MEMBERSHIP RIGHTS AND DUTIES
Article 6
These are the Rights of our Members
a) The right to vote in any meeting, to elect or be elected for office on the Board of Directors, or to hold a position in any organization of the Club, as established by the present By-laws.
b) The right to participate in the Club's activities, namely in the General Assembly, presenting and discussing motions, and setting proposals as it is deemed more convenient..
c) The right to have access to information relative to the activities of the Club.
d) The right to benefit from the activities promoted by the Club, mainly in what makes reference to the use of the Club's premises for social events.
e) Members' children, after they get married, have a year to decide if they want to maintain their membership with the club. In this case, they will have to pay all monthly Membership Dues from the date of their wedding to the date of admission.
f) The widows of our deceased Active Members, will maintain for life all the rights as any other active member, except the right to vote.
g) All Active Members upon reaching 65 years of age, with 20 consecutive years of membership, are exempt of paying Membership Dues.
Article 7
The main duties of our Members are:
a) To participate in and be informed about The Club's activities, namely by being present in the Meetings of the General Assembly, and to fulfill the office and duties for which they may be nominated and elected, except in case of duly justified situations.
b) To obey and respect the Club's By-laws and any other decisions taken by a competent authority in a democratic way and in agreement to these By-laws.
c) To pay every month all Membership Dues, except in any special case duly justified.
d) To inform the Club in a period of 15 days about any change of address.
e) No matter shall be entitles to any special discount offered by the Club, unless after having paid at least 12 months of Membership Dues.
CANCELLATION OF MEMBERSHIP
Article 8
Membership rights shall be denied:
a) To members who voluntarily withdraw themselves from the Club, informing by letter addressed to the Board of Directors about their intention to quit the membership.
b) To members that have undergone the sanction of being expelled or have been temporarily suspended.
c) To members that without a justified cause stop paying their Membership Dues for a period of a year and, after being notified in writing, do not repay all outstanding dues, one month after receiving the letter from the Board of Directors.
Article 9
Members that have been suspended may be readmitted on the terms and conditions established to this effect, except when a Member had been expelled, in which case any request for readmission should be considered by the Board of the General Assembly.
CHAPTER V
Section 1 - Executive Committees
GENERAL GUIDELINES
Article 10
The Club shall be integrated by:
a) Board of the General Assembly
b) Fiscal Council
c) Board of Directors, which is the Club's administration authority.
Article 11
The officers of the Executive Committees are elected by the General Assembly among Members of the Club who are 18 years of age or older and in full enjoyment of their rights, with at least two years of membership, being Portuguese citizens or of Portuguese descent, and also fluent in the use of the Portuguese language.
Article 12
Officers of the Executive Committees are elected for a period of two years, and they may be reelected once or more times for the same or a different position. However, the ifficers of the Board of Directors shall not be elected for more than three consecutive terms in office.
Article 13
Officers of the Executive Committees shall not receive any monetary remuneration for the exercise of their functions. However, if any of the officers or any other authorized person shall incur in loss of salary or wages because of their activities in favour of the Club, such a loss of revenue may be compensated according to the normal salary they earn in the exercise of their profession, having in mind the provisions regarding this matter as described in Article 25, 2.
Article 14
1 - Any officer of the Executive Committees may only be dismissed by a General Assembly, specially summon for this purpose, as long as there is a motion duly presented, discussed, submitted to cote and carried by at least two thirds of all the members present.
2 - In the situation that a General Assembly Meeting will come to the point of dismissing 50% or more members of the Executive Committees, the Assembly shall proceed to the election of an "ad hoc" Interim Committee that will temporarily substitute all Executive Committees.
3 - In the situation described in Article 14 - 2, after a period of 90 days a Special Electoral Meeting shall be called to reestablish all Executive Committees whose members had been dismissed.
4 - Notice of the personal resignation of any member of the Board of Directors should be addressed in writing to the Chairperson of the General Assembly Board.
Section II - General Assembly
Article 15
A general Assembly is constituted by all the members of the Club who are in good standing condition.
Article 16
It is the duty of the members' General Assembly:
a) To elect the Executive Committees of the Club.
b) To decide over the dismissal of officers of the Executive Committees.
c) To decide over any alteration to the By-laws of the Club.
d) To decide over any appeal against decisions carried out by the Board of Directors or any other Executive Committees.
e) To approve the regulations that are established in these By-laws.
f) To review and approve the Annual Financial Report of the Club.
g) To consider any new proposals from the Board of Directors, Fiscal Council, or from any members, when these proposals are duly presented to the Board of the General Assembly.
Article 17
1 - The Annual General Meeting of the General Assembly shall be called before the end of May. A financial Report and administration profile should be presented to the members at this meeting.
2 - The Board of the General Assembly may also call a Special Meeting:
a) Whenever the Board of the General Assembly will deem it necessary;
b) When the Board of Directors of the Fiscal Council will so request;
c) Through an official petition signed by at least 25 members in good standing condition.
3 - The official petition to call a Special Meeting should be addressed in writing to the Chairperson of the Board of the General Assembly, indicating the minutes of the proposed Agenda.
4 - In those special cases described in Article 17, (b) and (c), the General Assembly Board shall call a Special Meeting in a period of thirty days after the date of the petition, except in special cases in which the maximum period will be extended to sixty days.
Article 18
1 - Decisions in the Meetings of the General Assembly shall be taken through majority of vote, except in cases when there is a law contrary to this principal.
2 - In the event of an even vote in the General Assembly, the Chairperson should call a new vote. If the vote stays even in this second round, the final decision should be taken by quality vote and the Chairperson should cast the deciding vote.
Article 19
1 - The Board of the General Assembly is formed by a Chairperson, Vice-Chairperson, Secretary and 2nd Secretary.
2 - Whenever absent, the duties of the Chairperson of the Board should be performed by the Vice-Chairperson.
Article 20
It is the duty of the Chairperson of the Board of the General Assembly:
a) To allow elected members to take office in the Executive Committees ten days after the election.
b) To inform the Members' Assembly about any irregularities the Chairperson will become aware of.
e) To follow up closely the administration and work of the Board of Directors.
Article 21
It is the duty of the General Assembly Board Secretaries:
a) To prepare, expedite and publish the letters calling for a General Assembly Meeting.
b) To prepare the Agenda corresponding to each General Meeting.
c) To record in the Minutes Book all the motions discussed and approved during the General Meetings.
d) To inform the Members about the decisions taken during the General Assembly Meetings.
SECTION III -- BOARD OF DIRECTORS
Article 22
The Board of Directors is composed of seven officers, namely: a Chairperson, a Vice-Chairperson, a Secretary, a 2nd Secretary, a Treasurer, and Two Directors.
Article 23
It is the duty of the Board of Directors
a) To decide about any new applications for membership and act accordingly.
b) To manage and coordinate the Club's activities in agreement with the principles established in these By-laws.
c) To take care of the administration of the Club's funds and assets.
d) To take an inventory of all the Club's assets and property, and of all documents that shall be verified and signed when new members take office in the Executive Committees.
e) To petition the Chairperson of the General Assembly to call any Special Meeting whenever the Board of Directors will deem it necessary.
f) To prepare internal rules and regulations necessary for the good administration of the Club.
g) To present a prospective Budget with a list of income and expenses for the current year, sixty days after their admission to office.
h) This Budget after being inspected by the Fiscal Council, shall be presented for approval to the general Assembly.
Article 24
1 - The Board of Directors should call a meeting at least once a month. Resolutions shall be taken by vote of the members present, and minutes of the meetings shall be written in a Book of Records.
2 - Resolutions taken by the Board of Directors are valid only and when a majority of its members is present in the meeting.
3 - In the event of an even vote during the meetings of the Board of Directors, the Chairperson shall cast the deciding vote.
Article 25
In the sections of Administration, Competence and Responsibilities:
1 - No official document shall be valid unless when carrying the signature of these members of the Board of Directors: Chairperson, Vice-Chairperson, Treasurer or Secretary.
2 - The Board of Directors shall not incur any financial transaction on the excess of $5,000.00 (Five Thousand Dollars) without the due approval of the Fiscal Council or the General Assembly.
3 - The Board of Directors has the right to establish Committees for special Club activities and in every case shall define the limit of responsibilities and authority of the people involved.
SECTION IV - FISCAL COUNCIL
Article 26
The Fiscal Council is composed by the Chairperson, Secretary and Reporter.
Article 27
The duties of the Fiscal Council are:
a) To examine the Club's accounting records.
b) To give an opinion and to audit the Annual Financial Report of the Board of Directors and also their Annual Budget.
c) To take down in writing the minutes at the meeting of the council.
d) To petition the Board of the General Assembly to call a Special Meeting, whenever the interests of The Club are at stake.
e) To be present during the updating of the Annual Inventory of the Club's assets and property.
CHAPTER VI
FINANCIAL ADMINISTRATION
Article 28
We consider financial funds of the Club:
a) The Members' Dues
b) The Members' Initiation Fees
c) Any other Special Revenues
Article 29
The Member's Initiation Fees and monthly Dues value shall only be determined in a General Assembly Meeting.
Article 30
It is mandatory that Club's revenues shall be applied to the payment of all expenses and obligations which result from maintaining the activities of the Club.
Article 31
1 - Every year, thirty days before the official calling of the Annual Meeting of the General Assembly, that is on or about April 30th, the Board of Directors shall deliver to the Chairperson of the General Assembly Board a copy of their Financial Report, together with the auditing results of the Fiscal Council.
2 - This Financial Report should be made available to all members at the office of the Club, fifteen days prior to the Annual Meeting of the General Assembly.
3 - Twice a year, the Board of Directors shall present a Financial Balance and post a copy of the same at the Club's premises where it could be reviewed by its members..
CHAPTER VII
DISSOLUTION OR AMALGAMATION
Article 32
1 - The amalgamation or dissolution of the Club shall be decided only by a General Assembly Special Meeting called for that purpose, and whenever such motion will be carried by a majority of votes of at least two thirds of the members present.
2 - When dealing with the amalgamation or dissolution of the Club, the General Assembly shall carefully define the terms in which such a process will take place and, under no circumstances, the assets of the Club may be distributed among its members.
3 - In the event of dissolution of the Club, all its assets shall be sold and the money received shall be applied towards the payment of all financial obligations and contracts the Club might have. The remainder shall be donated to a charity organization duly registered in Canada, as it will be decided by the members in the meeting of the General Assembly called to deal with the dissolution of the Club.
CHAPTER VIII
AMENDMENTS TO THE BY-LAWS
Article 33
Any amendments to these By-laws shall be effected only at General Assembly Meetings.
Article 34
A summons for a Special Meeting of the General Assembly to amend the Club's By-laws shall be sent in writing to all members in good standing condition with a minimum of 15 days prior to the meeting, and should carry an attached copy of the intended amendments. The same copy may also be exposed in a place frequented by the Club's members.
Article 25
All members shall be notified in writing by mail 30 days prior to the meeting of any Electoral General Assembly.
1 - The lists of officers for the Executive Committees shall follow this order when presented to vote in the Assembly:
a) Board of the General Assembly - Four Members
b) Board of Directors - Seven Members
c) Fiscal Council - Three Members
2 - The lists of candidates shall be delivered to the Chairperson of the General Assembly Board at least 10 days prior to the date of the Electoral Meeting.
Article 36
A Meeting of the Electoral General Assembly shall be called during the two months following the end of the Executive Committees term in office.
Article 37
In accordance with Article 19, it is the Chairperson of the previous General Assembly Board who shall introduce into office all the new members elected in the last General Assembly.
Article 38
During the meetings of the General Assembly, any doubts or omissions of these By-laws shall be resolved by the Board of the General Assembly.
Translated into the English language by Dr. Antonio Seara