GENERAL OPERATING BY-LAW NO. 2

February 2, 2022

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 lo as the "Corporation'"

WHEREAS LNFC was granted Letters Patent by the Government of Canada under the Canada Corporations Act on the 3rd 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 By-law No. l, as subsequently amended, with Generai Operating By-law No. 2 herein:

NOW THERE.FORE BE IT ENACTED that the following By-law is the General Operating By-law of the Latvian National Federation in Canada as follows:

PREAMBLE

The Latvian Nationai Federation in Canada is the central Latvian representative organization in Canada, which is called the Latviesu Nacionala Apvienība Kanada in Latvian and is referred to as LNAK or as the Corporation. In French it is called Federation Nationale Lettonne au Canada.

The Latvian National Federation in Canada is a non-partisan organization working in accordance with the laws of Canada and its statutes.

Definitions

ARTICLE 1

Definitions and Interpretations

ln this By-law and all other By-laws, unless the context otherwise requires, the followingdefinitions shall apply, with the defined words and phrases being capitalized in this General Operating By-law 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 By-law.

I of8

"Letters Patent" means the Letters Patent incorporating the Corporation under the name "Latvian National Fcderation in Canada'', as from time to time amended or supplemented by Supplementary Letters Patent.

Interpretation

In the interpretation of this by-law words in the singular include the plural and vice-versa; and words in one gender include all

ARTICLE2

Purposes of the Corporation

l Purposes of the Corporation are:

To represent, support and serve those of Latvian descent or affiliation in Canada;

bJ To support and promote the wellbeing of the Republic of Latvia in accordance with universal democratic principles;

To promote the dissemination of accurate and relevant infonnation about Latvia, its people and culture;
To promote active cooperation and dialogue between Latvia and Canada;
c) To provide financial support for promoting Latvian culture directly and through likeminded organizations;
t) To promote the spiritual, societal, material and cultural well-being of those of Latvian descent or affiliation in Canada;
g) To support and promote co-operation among Latvian organizations in Canada and organizations in other countries,

2 of8

ARTICLE 3

Location

3.1 The Latvian National Federation in Canada (LNFC) and its head office shall be located in the City of Toronto, Ontario, Canada.

ARTICLE4

Corporate Seal

4.1 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 wTiting in accordance with this General Operating By-law.

ARTICLES

Incorporation Date.

5.1 Date of incorporation of LNAK is September 3, 1992.

ARTICLE6

Membership

Membership

The Corporation hereby establishes a single class of members, as follows:

A resident or former resident ofCanada;

A supporter of the Latvian culture and community and the purposes of the Corporation;

An individual who has applied for and been accepted into membership in the Corporation by resolution of the board or in such manner as may be determined by the board; and

Has paid the dues and is a member in good standing as set by the

Record of Membership

The executive committee shall keep a record of all the members of the

ARTICLE 7

Governance

Governance

I The governance of LNAK will be carried out by a board. an executive committee and an audit committee.

The Board

7.2 The Board, consis1ing of from 3 to 30 directors, will be elected for four-year tcm1s 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.

7J The Board will elect a chair. two vice chairs and two secretaries to nm 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.

The Board will also elect a President and a Vice President from the members of the Board to serve for a two-year

The Board will elect a treasurer for a two·-year

The Board will elect up lo seven other ofiicers to serve for two-year

The President, or in his/her place, the Vice President, will be the head of bNFf'. LNAK and will be responsible for its assisted by the executive committee. Atleast half the members of the executive committee will also be directors of the Board.

Executive Committee

The executive committee wili consist of the President, the Vice 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.

-Audit Committee

9 The Audit 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.

Quorum

Quorum for meetings of the Board will be half of the directors in the case of the Quorum for meetings of the executive committee will be half of the members of the executive committee.

Meetings

The Board shall meet at least once a Further meetings of the Board can be called at the request of the President, the Chair or any ten members of theBoard.

The executive committee shall meet at least five times a Further meetings can be called by the President or a majority of the executive committee. Members of theexecutive commitiee who do not attend at least one half of the executive commitiee meetings during a year of operations are subject to a review and possible replacement by the Board.

Minutes

Minutes of each meeting shall be made and kept by the appropriate This will

include each motion or resolution and the vote there on.

Each declaration of a conflict of interest must be recorded in the

Affiliations

The Board will be represented at the World Federation of Free Latvians (WFFL). in Latvian, "Pasaules Brivo Latviesu Apvieni"ha" (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

Robert's Rules

16 Meetings will be conducted according to the principles of Robert's Rules of Order.

Notice of Meetings

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

Remuneration

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

Board and Executive Committee Protection and Indemnification

l 9 Subject to the Act, every Board members, all Offic, rs, 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 ham1less out of the funds of the Corporation from and against:

all costs, charges and expenses whatsoever that any such Board memher, Officer orstaff 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

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 theCorporation except such costs, charges or expenses as are occasioned by their own wilful neglect or

Indemnity to Others

The Corporation shall indemnify such other persons in such other circumstances as the Act or the law permits or

Confidentiality

Each Board member, Officer, committee member, employee and volunteer shall respectthe 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 or involvement of such a person in the matters of the Corporation.

ARTICLE 8

Annual General Meeting

Annual General Meeting

An annual general meeting will be 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.

The meeting will be chaired by the Chair of the Board and minutes will be recorded bythe secretaries of the

Reports to be presented at the annual meeting shall be made in the same way as notice, to the members at least 14 days in advance of the meeting. In exceptionalcircumstances the members at such a meeting may waive this provision.

General measures are passed by favourable vote of half plus while special measures such as by-law amendments or the amendment of the letters patent or the dissolution of the Corporation require a two-thirds majority repeated at two consecutive meetings.

Notice of Meetings

Notification will be on the LNAK website plus other means as decided by the executive committee, confom1ing to the regulations under the Act, and shall occur at least 30 days in advance of the

Quorum

Quorum is 30 members including those represented by Proxy

7 Members may be represented by proxy as detcnnined by the

ARTICLE9

Liquidation

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 organizations in Canada having cognate or similar objects as detem,ined by the board.

ARTICLE 10

Repeal of the former By-law

Repeal of the former By-law.

! General Operating By-law No. l enacted on the third day of September, 1992, as subsequently amended, is hereby repealed and replaced by General Operating By-lawNo. 2 herein effective immediately upon the enactment of this By-law at the time of confirmation by the governing body of the Corporation.

10.2 The said repeal of By-law No. l shall not affect the previous operations of such By-law so repealed or affect the validity of any act done or right, privilege, obligation or liability

acquired or incurred under the validity of any contract or agreement made pursuant to any such By-law prior to its repeal. Ali Board and executive committee Members, Officers and Persons acting under such By-law so repealed shall continue to act as if appointed under the provisions of this By-law. All Board, Executive Committee or Members' Resolutions, with continuing effect, passed under such repealed By-law, shall continue to be valid, except to the extent consistent with this By-law, and until amended or repealed.