By-laws

Guyana Canada Cultural Association (Calgary)

Version September 2012, as amended by Special Resolution on 15 June 2013.

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Article 1 Name

  1. The name of the organization shall be the GUYANA CANADA CULTURAL ASSOCIATION (CALGARY). (“GCCA”) and/or (“Association”).
  2. Office: The Office of the Association shall be in the City of Calgary, in the Province of Alberta at such place as may be determined by the Association from time to time.

Article 2 Objectives

  1. To assist members of our community to assimilate into the society at large.
  2. To foster stronger ties between Guyanese in Calgary and the rest of the society.
  3. To introduce members of mainstream society into the Guyana Canada Cultural Association (Calgary).
  4. To promote harmony amongst members and preserve the dignity of the Association.
  5. To provide assistance to needy Individuals and Groups, in accordance with the guidelines of the Association.
  6. To provide facilities for programmes in several areas: civic, cultural, educational, informational, recreational and social.

Article 3 Membership

  1. Membership shall be open to all individuals, eighteen years (18) and older, desirous of becoming members.
  2. Membership dues shall become payable upon acceptance of application for membership, and thereafter on the first day of each fiscal year as indicated in Article 11 (c).
  3. A member shall be deemed to be in good standing when the stipulated membership dues for the fiscal year have been paid.
  4. The Secretary shall notify members in arrears for sixty (60) days in writing.
  5. Members who have not paid their dues within a further thirty (30) day grace period shall be considered to be in default.
  6. The Executive shall consider individual cases of members in default and shall recommend either that the grace period be extended for a further period or that the name of the individual be removed from the general membership list.
  7. A member whose grace period is extended shall be considered to be in good standing.
  8. Members of the GCCA must at all times be responsible for their conduct at meetings as well as when representing the Association in the community at large.
  9. Membership categories: All applicants shall complete the Application for Membership.
    Individual membership
    Any person, eighteen (18) years and older.
    Family membership
    Parent(s) plus dependent child(ren) living at home and/or attending any educational facility, or any person who is in a transitional period between school and work.
    Student membership
    Full-time students attending any institution of Secondary or Post-Secondary learning.
    Senior Citizens
    Sixty-five (65) years and over.
    Honorary membership
    Any individual who has served the Association exceptionally well and is presented to and unanimously accepted by the Executive. Limit of two (2) per year.
  10. Honorary Life Membership: Any individual who has contributed significantly in helping the Association achieve its aims and objectives, as well as in other exemplary ways, may be offered this honour at the discretion of the Executive and sixty-six percent (66%) vote of acceptance by the general membership.
  11. A member may terminate his membership by giving notice in writing to the Secretary of the Association. The Secretary at the next regular general meeting shall announce such notice.

Article 4 Officers

  1. The Executive Officers of the GCCA shall be:
    • President
    • Vice President of Public Relations
    • Vice President of Entertainment
    • Vice President of Cultural and Community Affairs
    • Treasurer
    • Secretary
    • Assistant Secretary-Treasurer
    • Past President
    • Members-At-Large (2 positions)
    • Youth Leaders (2 positions)
  2. Candidates for all Executive Offices shall be in good standing for at least six (6) months, and must have attended at least one general meeting in the previous year.
  3. Each of these Executive Officers shall be elected at the Annual General Meeting, for a one-year term.
  4. Positions held by Executive Officers shall be strictly on a voluntary basis. Members shall, however, be reimbursed for any authorized receipted expenses incurred in the rendering of services.
  5. Executive Officers shall serve in the same office for no more than three (3) consecutive terms.

    Amended 15 June 2013 — this clause now reads five (5) consecutive terms. See the Special Resolution below.

  6. Any Executive Office which becomes vacant within the first six (6) months of the term shall be filled by election, but should a vacancy occur within the second half of the term, it may be filled by appointment, approved by the membership.
  7. Any Executive Officer that is absent for three (3) consecutive executive and general meetings, without prior notification, shall be deemed to have vacated his position.
  8. Should one or more members believe that an Executive Officer is not fulfilling his responsibilities, such member(s) shall issue notice of motion at a regular general meeting for consideration at the next regular general meeting. Such Executive Officer shall be removed from office upon a 2/3-majority vote. The position shall become vacant immediately and shall be filled in accordance with Article 4 (f).
  9. The Returning Officer (“Returning Officer”) shall be the person responsible for ensuring the integrity and honesty of the electoral process and must be a member in good standing and shall be appointed by a two-thirds (2/3) majority of the Executive Officers. An Executive Officer cannot be the Returning Officer. The Returning Officer shall dissolve all Executive Offices at the Annual General Meeting immediately prior to the election of the new Executive Officers.

Article 5 Executive

The Executive shall include the elected officers, i.e. President, Vice President of Public Relations, Vice President of Entertainment, Vice President of Cultural and Community Affairs, Treasurer, Secretary, Assistant Secretary-Treasurer, the Past President, two (2) Members-at-Large and two (2) Youth Leaders. Officers shall be responsible for planning all functions or projects approved by the membership and shall provide updated reports to the membership at regular meetings. In addition to specific duties of their respective offices, Executive members shall be required to perform any other duties that may be required or assigned.

  1. President:
    1. Shall assume general supervision of the affairs of the Association and its officers.
    2. Shall preside over and preserve order at all meetings.
    3. Shall cast the deciding vote in the event of a tie.
    4. Shall be an ex-officio member of all committees, except the nominating committee, should there be one.
    5. Shall sign all documents requiring the Seal of the Association.
  2. Vice President of Public Relations:
    1. Shall serve in the absence of the President.
    2. Shall be responsible for promoting the image of the Association in the community at large.
    3. Shall have all information to the media approved by the Executive or President.
    4. Areas of responsibility to include:
      1. Maintain a membership registry and promote membership of the Association.
      2. News magazine/website of the Association.
      3. All forms of media releases and publications.
  3. Vice President of Entertainment:
    1. Shall be responsible for coordinating all the major social events of the Association, including but not limited to:
      1. Fall “Taste of Guyana” event
      2. Functions related to Independence and Republic celebrations
      3. Any other events including the Family Games nights, Golf Tournament, Stampede BBQ, Picnic and Christmas Party
    2. Shall be responsible for recruiting members for Entertainment Committees as required for each event.
  4. Vice President of Cultural and Community Affairs:
    1. Shall be responsible for all projects with a cultural theme that the Association may undertake, including but not limited to: all Caribbean and Latin American activities and functions and all Global Fest activities and functions.
    2. Shall be responsible for all regular charitable or emergency projects and activities the GCCA may undertake.
    3. Shall seek cultural ties within our community or with national organizations so as to showcase our cultural heritage.
  5. Treasurer:
    1. Shall be responsible for keeping accurate accounts and records of the Association.
    2. Shall supervise the funds, deposit all monies intact, in the name of the Association at any Financial Institution(s) the Association may designate.
    3. Shall pay all accounts of the Association by cheque upon ensuring that they have been properly approved.
    4. Shall submit Financial Statement(s) at executive and general meetings.
    5. Shall submit a Financial Report at the Annual General Meeting.
    6. Shall submit an audited Financial Report within sixty (60) days after the AGM.
    7. Shall be responsible for the annual inventory of the Association to be completed by April 30 every year, a copy of which must be kept on file with the Secretary.
  6. Secretary:
    1. Shall issue all notices and record minutes at all meetings of the Association, and such minutes shall be presented to the membership at the following meeting.
    2. Shall read all correspondence and answer same as directed, in a timely manner.
    3. Shall have charge of the Corporate Seal, the use of which shall be authenticated by the signatures of the President and Secretary.
    4. Shall maintain the attendance record of every meeting.
    5. Shall maintain an up-to-date and accurate Membership roster.
  7. Assistant Secretary-Treasurer:
    1. Shall be cognizant of, and assist with, the duties of the Secretary and Treasurer.
    2. Shall perform the duties of the Treasurer or Secretary in the event that either is absent.
  8. Past President:
    1. The member who is in office as President at the end of the fiscal year shall be recognized as the Past President, and shall serve through the tenure of the current president.
    2. Shall serve as advisor to the Executive and membership.
    3. Shall have voice and vote.
  9. Members-at-Large:
    1. Shall attend Executive meetings and shall serve as advisor to the Executive and membership.
    2. Shall assist with events as required.
    3. Shall have voice and vote.
  10. Youth Leaders:
    1. Shall attend Executive meetings.
    2. Shall serve as representatives for the youth of the Association.
    3. Shall be responsible for organizing and coordinating all the youth social events of the Association and assisting with all other events as required.
    4. Shall organize and stimulate the active participation of youth in the Association.
    5. Shall have voice and vote.
  11. Officers and Members: Any officer of the Association invited to speak on behalf of the Association, about matters, policies or points of view pertaining to the Association, shall inform the President or designate as to the forum, format and the main points of the proposed speech or report prior to delivering any such speech or report.

Article 6 Meetings

  1. There shall be three (3) scheduled meetings of the Association per fiscal year; two (2) Regular General Meetings and one (1) Annual General Meeting (“AGM”). Meetings shall be scheduled at times and places to be decided by the Executive. Members shall be notified of Regular General Meetings by telephone, email or letter at least five (5) days prior to every scheduled Regular General Meeting.
  2. Meetings of the Executive shall be held preceding the Regular General Meeting. The President may call additional meetings with proper advance notice to the Executive of all additional meetings.
  3. In the absence of both the President and Vice President of Public Relations at any meeting, the Secretary shall call the meeting to order and a Chair shall be elected pro tem.
  4. The President, a majority of the Executive, or fifteen (15) eligible members, shall call Special Meetings. Such request shall be given to the Secretary in writing at least fourteen (14) days prior to the proposed date of the meeting, setting forth the reasons for calling such a meeting. The Secretary shall give the membership at least seven (7) days written notice, which may include transmittal by email or letter, prior to the date of the said meeting.
  5. The Annual General Meeting (“AGM”) of the Association shall be held in May of each year. Written notice, which may include transmittal by email or letter, of every Annual General Meeting shall be sent to the last known address of members thirty (30) days prior to the meeting date. The notice shall state the time, place and agenda of the meeting.
  6. After the elections (at the AGM) the outgoing President shall resume the Chair, he shall thank the Returning Officer and others involved in the electoral process, then he shall hand over the gavel to the new President.
  7. The New Robert's Rules of Order, Second Edition (Mary A. De Vries) shall be the governing parliamentary authority for conducting meetings. A copy of The New Robert's Rules of Order shall be kept on hand by the President and Secretary for reference, and shall be available at every meeting.

Article 7 Committees

  1. The Executive Committee is responsible to manage and transact the day-to-day affairs of the Association. It shall make relevant reports of its stewardship between meetings, to the general membership at each regular meeting.
  2. The affairs of the Association shall be conducted by Standing and Ad Hoc Committees.
  3. A Nominations Committee (if deemed necessary) shall be empowered to formulate guidelines for the electoral process, subject to the by-laws.
  4. All committees shall submit their reports at Executive and General meetings for budget and approval of projects.
  5. All committees, excluding the Standing Committees, shall nominate from amongst themselves a Chairman and Secretary.

Article 8 Voting

  1. Each member in good standing shall be entitled to vote.
  2. Voting generally shall be by voice (viva voce) or the show of hands, except when a member dissents or when very serious or important matters — including but not limited to Non-Confidence votes and by-law amendments — are under discussion, and then voting shall be by secret ballot.
  3. Eligibility to vote at the AGM requires members to be in good standing for at least ninety (90) days prior to the meeting. The list of eligible members must be compiled by the Vice President of Public Relations, authenticated by the Treasurer, then presented to the Returning Officer by the Secretary, and be made available to the general membership.
  4. There shall be no proxy voting.
  5. Honorary members shall have no vote.

Article 9 Quorum

  1. Quorums for meetings shall be as follows:
    1. Regular General Meetings — 10 members
    2. Special Meetings — 15 members
    3. Annual General Meetings — 20 members
  2. All committees shall require a quorum of at least fifty percent (50%) of their members.

Article 10 Discipline

  1. A member may be suspended or expelled if or when there is proof of serious violation of the by-laws of the Association.
  2. The Disciplinary Committee shall consist of three (3) members, the Chairman of which shall not be an Executive member. The members shall be elected at the first regular membership meeting after the AGM, and shall remain in office until the next AGM.
  3. All allegations shall be submitted in writing to the Secretary.
  4. Any member who has been alleged to commit an offence shall be notified in writing of the allegation and given the opportunity to defend against such allegation.
  5. Disciplinary action (expulsion or suspension) shall only be taken after due process and the member is found to be in violation.
  6. If a charge is preferred against the President, or any member of the Executive, and that charge is brought to the general membership meeting, the member so charged shall not under any circumstance chair the meeting at which the charge is heard.
  7. There shall also be a Disciplinary Appeal Committee, which shall consist of five (5) members, three (3) of whom shall be drawn from the general membership by secret ballot, and two (2) from the Executive; the Chairman shall be chosen from amongst them.
  8. Should either the accused or the accuser be dissatisfied with the ruling of the Disciplinary Committee, and seeks an appeal, the appeal must be made in writing, within twenty-one (21) calendar days, to the Disciplinary Appeal Committee through the Secretary of the Association.
  9. The decision of the Disciplinary Appeal Committee shall be final and binding.

Note: Members cannot serve simultaneously on the Disciplinary Committee and the Disciplinary Appeal Committee.

Article 11 General

  1. Elections shall be determined by simple majority vote.
  2. In the event of a nominee being absent, written consent from the nominee shall be accepted by the Returning Officer.
  3. The fiscal year (“fiscal year”) shall run from May 1st to April 30th of the following year.
  4. All disbursements must be paid by cheque, and all reconciliation of accounts must have corroborating documents.
  5. A member is entitled to inspect the books and records of the Association by providing at least two (2) weeks notice to the Secretary. The inspection shall take place at a mutually agreed upon time and venue and shall be at the sole cost of the member requesting such inspection.
  6. The books of the Association shall be audited before they are handed over to the incoming Executive. Within sixty (60) days after the AGM, the books of the association shall be audited by either two (2) non-Executive Officer members of the Association, or an outside auditor chosen by the membership.
  7. The Executive is empowered to spend up to three thousand dollars ($3,000.00) per transaction, to a maximum of fifteen thousand dollars ($15,000.00) per fiscal year, without advance membership approval. The Executive must notify the membership of such spending following such expenditure.
  8. The Association shall have no borrowing or lending powers, except for the purchase of real property. The powers necessary for such undertakings shall be conferred by a majority vote of the membership at a meeting specifically called for said purpose.
  9. The Executive shall present a Budget for approval of proposed revenues and expenditures for the current fiscal year at the first Regular General Meeting of that fiscal year. The Budget, as approved, shall constitute authority to spend by the Executive for the stated and approved purposes.

Article 12 Signing Authority

  1. The President, Treasurer and one additional Executive member, named at the first Executive meeting, shall constitute the signing authority of the Association. Any two (2) of the three (3) aforenamed officers shall be required to sign documents on behalf of the Association.
  2. No negotiable instrument shall be signed by any two (2) officers who are closely related (biologically, common law, marriage, or as business associates).

Article 13 Amendments

  1. The by-laws may be rescinded, altered or added to by a Special Resolution passed by a majority of not less than seventy-five percent (75%) of such members entitled to vote as are present in person at a regular general meeting, of which at least twenty-one (21) days written notice specifying the intention to propose a resolution has been duly given to the membership.

Article 14 Indemnities to Officers and Others

  1. Every Officer of the Association and every member acting under the express direction of the Association shall be indemnified and saved harmless out of the funds of the Association against the following:
    1. All costs, charges, expenses and liabilities (including any amount reasonably paid to settle or satisfy a judgement) which such Officer or Member sustains or incurs relating to, or with respect to, any action, suit or proceeding which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever which is made, done or permitted by him, and which arises from the execution of duties of his Office, or the express direction of the Association.
    2. Notwithstanding 14 (a)(i), the Association shall not be responsible for any costs, charges, expenses or liabilities which the said Officer or Member shall sustain or incur if and to the extent that such liability, costs, charges or expenses are occasioned by gross negligence or wilful misconduct.
  2. The Association, by a simple majority vote of the Executive Officers, is allowed to purchase annual Directors and Officers Liability Insurance up to the amount of $1,000,000.00.

Article 15 Interpretation

  1. In these by-laws, unless the context requires, words importing the singular number and masculine gender shall include the feminine gender and plural number, and vice versa.
  2. Reference to person(s) shall include associations, firms and corporations.

Article 16 Dissolution

  1. Should the Association be dissolved, all of its remaining assets after payment of its liabilities shall be distributed to one or more organizations in Canada with cognate objectives and/or to recognized charities, with the approval of 50% of the membership.

Amendment Special Resolution

Guyana Canada Cultural Association (Calgary) — accepted unanimously and ratified at a Special Meeting on Saturday 15 June 2013.

To amend Article 4, Officers

That the following clause be deleted in its entirety:

(e) Executive Officers shall serve in the same office for no more than three (3) consecutive terms.

And to be replaced as follows:

(e) Executive Officers shall serve in the same office for no more than five (5) consecutive terms.

Questions about the by-laws? Email gccacalgary@gmail.com.