GENERAL OPERATING BY-LAW NO. 2
A By-law relating generally to the transaction of affairs of the
LATVIAN NATIONAL FEDERATION IN CANADA
(A Canada Corporation)
Hereinafter referred to as the “Corporation”
Whereas LNFC was granted Letters Patent by the Government of Canada under the Canada Corporations Act on the third day of September, 1992 under the name "Latvian National Federation in Canada";
And Whereas the Corporation has applied for continuance under the Canadian Not-for-Profit Act, and it is determined necessary to replace General Operating Bylaw No. 1, as subsequently amended, with General Operating Bylaw No. 2 herein;
Now therefore be it enacted that the following Bylaw is the General Operating Bylaw of the Latvian National Federation in Canada as follows:
The Latvian National Federation in Canada is the central Latvian representative organisation in Canada, which is called the Latviešu Nationālā Apvienība Kanadà and is referred to as LNAK or as the Corporation. In French it is called Fédération Nationale Lettone au Canada.
The Latvian National Federation in Canada is anon-partisan organisation working in accordance with the laws of Canada and its statutes.
Definitions and Interpretations
1.1 In this Bylaw and other Bylaws, unless context otherwise requires, the following definitions shall apply, with the defined words and phrases being capitalised in this General operating Bylaw for ease of reference:
"Act" means the Canada Non-for-Profit Corporations Act S.C. 2009, c23 including the regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time.
"Article" means a clause, part, section or division of the General Operating Bylaw.
"Letters Patent" means the Letters Patent incorporating the Corporation under the name "Latvian National Federation in Canada", as from time to time amended or supplemented by Supplementary Letters Patent.
1.2 In the interpretation of this Bylaw words in the singular include the plural and vice versa; and words in one gender include all genders.
Purposes of the Corporation
2.1 The purpose of the Corporation are:
a) To represent, support and serve those of Latvian descent or affiliation in Canada;
b) To support and promote the well being of the Republic of Latvia in accordance with universal democratic principles;
c) To promote the dissemination of accurate and relevant information about Latvia, it's people and culture;
d) To promote active cooperation and dialogue between Latvia and Canada;
e) To provide financial support for promoting Latvian culture directly and through like minded organisations;
f) To promote the spiritual, societal, material and cultural well-being of those of Latvian descent or affiliation in Canada;
g) To support and promote cooperation among Latvian organisations and organisations in other countries.
The Latvian National Federation in Canada (LNFC) and it's head office shall be located in the City of Toronto, Ontario, Canada.
The Seal, an impression of which is stamped in the margin hereof or as changed by resolution of the Board from time to time, shall be the Seal of the Corporation. The Seal shall be in the custody of the President of the Corporation or his delegate. The Seal of the Corporation, when required, may be affixed to contracts, documents, and instruments in writing in accordance with this General Operating Bylaw.
5.1 The date of incorporation of LNAK is September 3, 1992.
6.1 the Corporation hereby establishes a single class of members, as follows:
a) A resident or former resident of Canada;
b) A supporter of the Latvian culture and community and the purposes of the Corporation;
c) An individual who has applied for and been accepted into membership in the Corporation by resolution of the Board or in such manner assay be determined by the Board; and
d) Has paid the dues and is a member in good standing as set by the directors.
Record of Membership
6.2 The executive committee shall keep a record of all the members of the Corporation.
7.1 The governance of LNAK will be carried out by a board, an executive committee and an audit committee.
7.2 The Board, consisting of 3 to 30 directors, will be elected for four-year terms by the members. The Board will organise elections on a four-year basis. Elected Board members will have a vote at Board meetings. There will also be an advisory panel of honorary persons selected from time to time by the Board who will be able to participate and speak at Board meetings but will not be entitled to vote in their capacity as honorary persons.
7.3 The Board will elect a chair, two vice chairs and two secretaries to run Board meetings, for a four year term. The chair of the Board will be an Officer and will sit on the executive committee and have a vote therein.
7.4 The Board will also elect a President and a Vice President from the members of the Board to serve for a two-year term.
7.5 The Board will elect a treasurer for a two-year term.
7.6 The Board will elect up to seven other officers to serve for two year terms.
7.7 The President, or in his/her place, the Vice President, will be the head of LNAK and will be responsible for it's operation, assisted by the executive committee. At least half the members of the executive committee will also be directors of the Board.
7.8 The executive committee will consist of the President, the Vice President, the Chair of the Board, the treasurer and the other officers as enumerated above. The President and the Chair of the Board cannot be one and the same. The executive committee will have full authority to carry on the business of the Corporation between Board meetings, subject to direction by the Board.
7.9 The Audit Committee (internal review committee) of three members will be elected for a two year term and shall review the financial records of LNAK and may attend executive committee and Board meetings. They will report to the Board on the financial management and other activities of the executive committee.
7.10 Quorum for meetings of the Board will be half the members in the case of the Board.
Quorum for meetings of the executive committee will be half the members of the executive committee
7.11 The Board shall meet at least once a year. Further meetings of the Board can be called at the request of the President, the Chair or any ten members of the Board.
7.12 The executive committee shall meet at least five times a year. Further meetings can be called by the President or a majority of the executive committee. Members of the executive committee who do not attend at least one half of the executive committee meetings during a year of operations are subject to a review and possible replacement by the Board.
7.13 Minutes of each meeting shall be made and kept by the appropriate officers. This will include each motion or resolution and the vote thereon.
7.14 Each declaration of conflict of interest must be recorded in the minutes.
7.15 The Board will be represented at the World Federation of Free Latvians (WFFL), in Latvian, "Pasaules Brīvo Latviešu Apvienība" (PBLA), by the President (ex officio) and a number of other representatives elected by the Board for two-year terms. These representatives will report to the Board at least once a year and to the executive committee at least twice a year.
7.16 Meetings will be conducted according to the principles of Robert's Rules of Order.
Notice of Meetings
7.17 Notification of Board meetings must be communicated at least 30 business days in advance of a meeting. Notification of executive committee meetings shall be communicated at least 7 business days in advance of the meetings.
7.18 Both the members of the Board and the executive officers shall serve without remuneration, except for reimbursement of reasonable expenses incurred in the performance of their duties.
Board and Executive Committee Protection and Indemnification
7.19 Subject to the Act, every Board member, all Officers, and staff and their heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:
a) all costs, charges and expenses whatsoever that any such Board member, Officer or staff sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against any of the aforementioned for or in respect of any act, deed, omission, matter or thing whatsoever made, done, omitted or permitted by them in or about the execution of the duties of their office; and
b) all other costs, charges and expenses that they may sustain or incur in or about or in relation to the elected position on the Board or as an Officer or staff of the Corporation except such costs, charges or expenses as are occasioned by their own willful neglect or default.
Indemnity to Others
7.20 The Corporation shall indemnify such other persons in such other circumstances as the Act or the law permits or requires.
7.21 Each Board member, Officer, committee member, employee and volunteer shall respect the confidentiality of confidential matters brought before the Board in camera, the executive committee, or any committee of the Corporation, or any matter dealt with in the course of employment of such a person in the matters of the Corporation.
Annual General Meeting
8.1 An annual general meeting will be called. At this meeting the Board and the executive committee will present the annual report, including the financial statements for the past year and budget for the coming year. The members will advise the Board about operations in the coming year.
8.2 The meeting will be chaired by the Chair of the Board and minutes will be recorded by the secretaries of the Board.
8.3 Reports to be presented at the annual meeting shall be made available, in the same way as notice, to the members at least 14 days in advance of the meeting. In exceptional circumstances the members at such a meeting may wave this provision.
8.4 General measures are passed by a favourable vote of half plus one, while special measures such as bylaw amendments or amendment of the letters patent or the dissolution of the Corporation require a two thirds majority repeated at two consecutive meetings.
8.5 Notification will be on the LNAK website plus other means as decided by the executive committee, conforming to the regulations under the Act, and shall occur at least 30 days in advance of the meeting.
8.6 Quorum is 30 members including those represented by proxy.
8.7 Members may be represented by proxy as determined by the Board.
9.1 in the event of dissolution or winding up of the Corporation, all its remaining assets, after payment of liabilities, shall be distributed to one or more organisations in Canada having cognate or similar objects as determined by the Board.
Repeal of theformer Bylaw.
10.1 General Operating Bylaw No. 1 enacted on the third day of September, 1992, as subsequently amended, is hereby repealed and replaced by Geral Operating Bylaw No. 2 herein effective immediately upon the enactment of this Bylaw at the time of confirmation by the governing body of the Corporation.
10.2 The said repeal of Bylaw No. 1 shall not affect the previous operations of such Bylaw so repealed or affect the validity of any act done or right, privelege, obligation or liability acquiredor incurred under the validity of any contract or agreement made pursuant to any such Bylaw prior to its repeal. All Board and executive committee Members, Officers and Persons acting under such Bylaw so repealed shall continue to act as if appointed under the provisions of this Bylaw. All Board, executive committee or members' resolutions, with continuing effect, passed under such repealed Bylaw, shall continue to be valid, except to theextent consistent with this Bylaw, and until amende or repealed.