Professional Iranian Canadian Real Estate Association (PICRA)
General Operating By-Law No.1.0a
“ACT” means the Canada Corporations Act as amended from time to time and any statute enacted in substitution thereof;
“ADVISORY BOARD” means the Advisory Board of the Corporation duly appointed by the Board of Directors.
“BOARD” or “BOARD OF DIRECTORS” means the Board of Directors of the corporation duly elected by the Voting Members from time to time.
“BOARD OFFICERS” means positions of high authority held by Members of the Board of Directors in order to carry out the functions of the Board of Directors. i.e. VP=Vice President, TR=Treasure, SEC-Secretary elected by the Board.
“BY-LAWS” or “BY=LAW” means any By-Law of the Corporation in force and effect from time to time.
“CHAIR OF THE BOARD” means the Chairman elected by the Board of Directors.
“COMMITTEE MEMBER” means a person appointed as a member of a committee.
“CORPORATION” PICRA (Professional Iranian Canadian Real Estate Association).
“COUNSEL” means the legal counsel appointed by the Board of Directors from time to time.
“GENERAL MANAGER IF ANY/IF REQUIRED” means the Chief Executive Officer or Administrator of the Corporation appointed by the Board of Directors.
“MEMBER” means a person who qualified for membership in the Corporation.
“RESOLUTION” means a Resolution passed by either the Board or Members by a fifty-one (51%) majority vote, unless the Act or this General By-Law otherwise requires;
“Directors” means members of the Board of Directors of the corporation.
“Standing Committee Chair” means a person elected by the Board.
“Staff” means positions held by paid employee
ARTICLE 1.00 BACKGROUND
Professional Iranian Canadian Real Estate Association “PICRA” is Ontario’s Registered Not – For Profit Corporation, PICRA is not a Public Benefit Corporation “NPBC” are not entitled to receive grant or to use of public money. PICRA is a member based professional association and also is a Non-political, Non-religious association.
1.02 Mission Statement
To create and develop a professionally responsible organization and to produce role model leaders with a global mind set through professionally rigorous, relevant and value based education and networking.
ARTICLE 2.00 INTERPRETATION
2.01 In all By-laws of the Corporation the singular shall include the plural and the plural the singular and the masculine shall include the feminine and the feminine the masculine.
ARTICLE 3.00 NAME, SEAL AND REGISTERED OFFICE
3.1 The name of the Corporation shall be “PICRA (Professional Iranian Canadian Real Estate Association)” as contained in the Letters Patent, Canada.
3.2 The Seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.
3.3 Until changed in accordance with the Act, the Head Office of the Corporation shall be located in the City of Toronto, in the Province of Ontario.
ARTICLE 4.00 MEMBERSHIP IN THE CORPORATION
4.01 All Iranian Canadian Registered Real Estate Broker/Salesperson in Ontario and all Provinces in Canada.
4.02 PICRA may accept all other Registered Real Estate Brokers/Salespersons in Ontario and all other Provinces in Canada as Members who comply with all requirements of the PICRA.
4.03 Membership in the Corporation shall consist of those persons at least 18 years of age, fully licensed under Real Estate Council of Ontario RECO “and other provinces equivalent government body” with good standing and interested in furthering the objects of the Corporation and shall consist of those whose application for admission as a Member has received the approval of the Board of Directors based on said qualification.
4.04 There shall be Membership fees or dues unless otherwise directed by the Board of Directors.
4.05 The following persons shall be the voting members of the Corporation:
(a) All existing members of the Board of Directors on the date this By-law comes into full force and effect
(b) Any individual designated to be a member by a resolution of the Board of Directors;
4.06 A Member shall cease to be a Member upon:
(b) Resignation in writing given to the Secretary of the Corporation; or
(c) Revocation of membership by resolution of the Board of Directors; to be approved by 2/3 of the Directors
(d) Lost/suspension of real estate licence
ARTICLE 5.00 THE BOARD OF DIRECTORS
5.01 The affairs, property and business of the Corporation shall be managed by a Board of Directors. The Board Directors shall consist of a minimum of seven (7) and a maximum of thirteen (13) directors. All directors of the Board of Directors shall have one vote. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the Board of Directors and confirmed by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors
5.02 The applicants for incorporation shall become the first directors of the corporation.
5.03 A person may be considered for election to the Board of directors if that person fulfills the following qualifications:
(a) The person must be at 18 years of age, and;
(b) The person must be a voting member in good standing and;
(c) The person must not be an undischarged bankrupt
(d) The person must be licensed under Real Estate Council of Ontario RECO or any other province licensing regulatory organization.
5.04 The directors shall be elected for a term of two (2) years. A director may be eligible for re-election at the end of his or her term and may serve unlimited consecutive terms thereafter.
5.041 Election candidates must have served the board or one of its committees as a volunteer for six (6) consecutive months prior to the election date, descending from the election date.
5.05 The board of directors shall consist of not less than 51% of persons who are residents of Canada for purpose of the Income Tax Act of Canada.
5.06 Membership in the board of directors shall lapse and cease to exist upon:
(a) The death of such a Director;
(b) The resignation in writing give to the Secretary of the Corporation;
(c) revocation of membership by resolution of the Board of Directors passed by at least two thirds (2/3) of the votes cast at a meeting of the Board of Directors, and at such time the Director shall cease to have the right to vote and the right to attend and participate at meetings of the Board of Directors;
(d) If he/she is found by a court to be of unsound mind or charged with criminal charges
(e) If he/she becomes bankrupt
(f) If he/she lost/suspended RECO licence
(g) lost or suspended Licence in other provinces
(h) In a conflict of interest. A director is in a conflict of interest when there is the potential to favour personal interests, or those of other people or organizations over the interests of the association, as decided by at least two third (2/3) of the votes of the Board of Directors.
(i) When inactive, or not carrying out the assigned duties or responsibilities of the Board or Committees for three (3) consecutive months, as decided by at least two third (2/3) of the votes of the Board of Directors.
Provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a voting member of the corporation until the next annual meeting of the Members.
5.07 The Board of Directors shall review the membership of the Board of Directors annually and when a Director has failed to attend at less than one-third(1/3) of the scheduled meetings of the Board of Directors without prior written notification, the Nominating Committee of the Board of Directors may:
(a) Ask for his resignation, and
(b) Nominate a replacement.
ARTICLE 6 MEETING OF THE BOARD OF DIRECTORS
6.01 The Board of Directors may hold meetings at such times and places as it may determine from time to time. The Board of Directors must meet quarterly each year. The Board of Directors may hold meetings by teleconference or other electronic means subject to the requirement of this Article. Where all the Directors present at or participating in the meeting have consented by majority vote thereto, any Director may participate in a meeting of the Board of Directors by means of approval that telephone conference and a Director participating in such a meeting by such means is deemed for the purposes of the Act and these by-laws, to be present at the meeting. If a majority of the Directors participating in such a meeting are then in Canada, the meeting shall be deemed to have been held in Canada.
6.02 The Directors may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit, but at least seven (7) days’ notice in advance of any meeting shall be given to all Directors by mail, fax or E-mail, addressed to the last known address and fax number of each Director as shown on the record of the Corporation; but failure to receive such notice by any Director shall not invalidate the proceeding of any meeting. Regular meetings of the Board will be scheduled one year in advance with the schedule set out at the first full meeting following the Annual Meeting of the Members and notice of the schedule will be given to all the directors in accordance with the terms hereof. No further notice will be required for regular scheduled meetings.
6.03 All questions arising at any meeting of the Board of Directors shall be decided by a majority vote (51%) of the directors present and voting unless otherwise provided herein or the Act. The Chair of the meeting shall not, in the first instance, have a vote but in the case of any equality of votes, the Chair of the meeting shall declare whether or not a Resolution has carried to which an entry to that effect will be recorded in the Minutes of such meeting without proof of the number or proportion of the votes recorded in favour or against such Resolution or abstained votes unless a Member of the Board requests a recorded vote.
6.04 Special meetings of the Board of any purpose shall be called by the General Manager if any/secretary: on the request of the President or in his absence the Vice-President who may instruct the General Manager to call a meeting of Directors at any time subject to the requirements of Section 6.02 above.
6.05 Notice of special meeting shall state the purpose for which such meeting is called and no other business shall be transacted at such a meeting.
6.06 The Presence in person of at least a majority of Members of the Board of Directors shall be necessary to constitute a quorum at all meetings of the Board of Directors. If within one hour from the time appointed for any meeting of the Board of Directors a quorum is not present, the meeting shall be dissolved and no business shall be transacted. Every Director shall have one (1) vote and votes shall be given personally and not by proxy. For the purpose of this section presence is deemed to include particular by teleconference.
6.07 All acts done by any meeting of the Directors, or a committee of the Directors, or by a person serving as a Director, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such director or person so acting in good faith, duly appointed and was qualified to be a director.
ARTICLE 7.00 POWERS OF THE BOARD OF DIRECTORS
7.01 Subject to the provisions of the Letters Patent, the Act and all other relevant legislation, the powers of the Board of Directors shall include:
(a) complete charge of and authority over the Corporation, its undertakings and operation, the direction of all its affairs, and all the power to do all things necessary to efficiently and properly carry out the Mission Statement, objectives, goals and programs of the Corporation;
(b) The power to delegate any of its powers to the Executive Committee, and other Committees and to delegate administrative powers to Staff Officers;
(c) The power to carry out all of the terms of this By-law and all other By-laws of the Corporation;
(d) To develop and review on a regular basis the policies, objects and direction of the Corporation;
(e) to acquire, accept, solicit or receive by purchase, contract, donation, legacy, gift, grant, devise, bequest and to enter into and carry out all agreements, contracts and undertakings incidental thereto, and to sell, dispose of and convey the same, or any part thereof, as may be considered advisable;
(f) to acquire by purchase, lease, device, gift or otherwise, real property, and to hold such real property or interest therein necessary for the actual use and occupation of the Corporation or for carrying on its professional non profitable undertaking, and, when no longer so necessary, to sell, dispose of and convey the same or any part thereof;
(g) to accumulate from time to time part of the fund or funds of the Corporation and income therefrom subject to any statutes or laws from time to time applicable;
(h) to invest and re-invest the funds of the Corporation in such manner as determined by the directors, and in making such investments, the directors shall not be limited to investments authorized by law for trustees, provided such investments are reasonable, prudent and sagacious under the circumstances and do not constitute, either directly or indirectly, a conflict of interest;
(i) To solicit and receive donations, bequests, legacies, and grants, and to enter into agreements, contracts and undertakings incidental thereto;
(j) To employ and pay such assistants, clerks, agents, representatives and employees, and to procure, equip and maintain such offices and other facilities and to incur such reasonable expenses, as may be necessary, provided that the Corporation shall not pay any remuneration to a director in any capacity whatsoever;
(k) To co-operate, liaise, and contract with other charitable organizations, institutions or agencies which carry on similar objects to that of the Corporation;
(l) to demand and compel payment of all sums of money and claims to any real or personal property in which the Corporation may have an interest and to compromise any such claims, and generally to sue and be sued in its corporate name;
(m) To draw, make, accept, endorse, execute and issue cheques and other negotiable or transferable instruments;
(n) Exercise all such other powers and do all such other acts and things as the Corporation is by its Letter Patent, Act, or is otherwise authorized to do.
7.02 The Board of Directors shall elect the Executive Director, President, Vice-President, Secretary and Treasurer and any other officers as it may deem prudent, as well as the Executive Committee.
7.03 The Board will, from time to time, approve, establish and/or terminate and dissolve any Standing Committee as it may deem necessary to carry out the objective, goals and programs of the Corporation. The Board will approve the Standing Committee written terms of reference, budget, annual goals and objectives and appoint the Chairpersons of the Standing Committees who shall become Member of the Executive. The Chairperson of the Committee will select his own Committee Members from both directors, members and the community, which shall be approved by the Board at their first available meeting.
7.04 The Board of Directors shall retain legal counsel form time to time to represent the Corporation as they may determine and hire or retain Consultants from time to time to assist them.
7.05 The Directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing here in contained shall be construed to preclude any director from serving as general manager receiving compensation therefore.
7.06 Minutes shall be kept of all meetings of the Board of Directors.
ARTICLE 8.00 0 STANDING COMMITTEES
8.01 The Board of Directors, by resolution, may establish Standing Committees as it deems necessary from time to time;
8.02 The Board shall determine the number of members in each Standing Committee and the mandate of such Standing Committee;
8.03 The Board shall appoint each chairperson of each Standing Committee from the board of Directors. Members of the Standing Committee will be selected by the Chairperson of the Committee from both members of the Directors, members and members of the community with the majority from Members of the Board. The Board will approve each Standing Committee Member as its first available meeting;
8.04 Standing Members of each Committee shall be appointed for a two (2) year term without a maximum number of terms, at the pleasure of the Board of Directors. The Chairperson of each Standing Committee and Members of Standing Committees shall serve as such without remuneration and shall NOT directly or indirectly receive any profit from his position as such. The Chairperson of each Standing Committee shall automatically acquire a seat on the Executive Committee. The Board of Directors, by resolution entered upon the Minutes, may delegate such of their powers as they may desire to any such Standing Committee;
8.05 The President of the Board and if any General Manager shall be ex-officio Members of all Committees and shall be informed and invited to attend all such Committee meetings. The President may appoint any other Director or Officer of the Board to represent him/her at any Committee meeting.
8.06 Minutes shall be kept of all Standing Committee meetings and a summary report of such meetings shall be presented to the Board at the next meeting of the Board.
8.07 Following committees involve in PICRA’s day-to- day activities
- Member Services
- Public Relations and Business Development
8.08 Each committee will develop its own duties and action plan based on the PICRA’s mandates and board of directors guide lines and with communication with other committees must be approved by Board.
8.09 Minutes shall be kept of all Committee meetings and a summary report of such meetings shall be presented to the Board at the next meeting of the Board.
ARTICLE 9.00 EXECUTIVE COMMITTEE
9.01 An Executive Committee shall carry out the affairs of the Corporation within the budget, policies, mission statements, objectives and goals approved by the Board of Directors
9.02 If deemed expedient, the Board may establish an Executive Committee to be composed of a minimum of four (4) directors and not more than 10 directors appointed from the Board of Directors from time to time. The President, Vice-President, Treasurer, secretary and the Chairperson of each Standing Committee shall automatically be elected as part of the Executive Committee. The President of the Board shall be the Chair of the Executive Committee. The Term of office on the Executive Committee shall be for two (2) years or any extension thereof.
9.03 The General Manager if required shall be appointed by the members of the Board of Directors and shall be a non-voting advisory Member of the Executive Committee shall attend all meetings of the Executive Committee and Standing Committee meetings. The Executive Director appointed by the Board shall be responsible to the Board of Directors for the organization, management, and day to day activities of the Corporation in accordance with the policies and directions established from time to time by the Board of Directors and such other duties as may be determined from time to time by the Board of Directors
9.04 The Executive Committee may hire or retain Consultants from time to time to assist them.
9.05 A quorum of the Executive committee shall be majority of Members on the Executive Committee. In event of the death or resignation of a Member(s) of the Executive Committee, the remaining Members may act not withstanding any vacancy provided that a quorum of the Members of the Executive Committee remain in office. The Board of Directors may appoint a replacement Member to complete the term of the absent member. Any executive committee member may be removed by a majority vote of the Board of Directors. Executive committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
9.06 Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each member of the committee. Notice by mail shall be sent at least 7 days prior to the meeting. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
9.07 Minutes shall be kept of all Executive Committee meetings and a summary report of such meetings shall be presented to the Board at the next meeting of the Board.
ARTICLE 10.00 POWERS OF THE EXECUTIVE COMMITTEE
10.01 The Board of Directors hereby delegates to the Executive Committee all the powers of the Board of Directors in the management of the affairs and business of the Board subject to the restriction, if any, imposed upon it from time to time by resolution of the Board of Directors and the Act.
ARTICLE 11.00 OFFICERS
11.01 The Board of Directors shall elect the President, Vice-President, Secretary, Treasurer, and other such officers and Chairperson of each Standing Committee as the Board of Directors may determine. The President and Vice-President, Secretary and Treasurer shall be directors of the Corporation. All Officers of the Board shall at the pleasure of the Board of Directors or until their successors are elected and shall be Members. At the discretion of the directors the offices of the Secretary and Treasurer may be united in one person.
11.02 No person who has served as a Board Officer in the same office for more than two (2) consecutive years from the date this By-law comes into full force and effect, shall be eligible for re-election to the same office until at least two (2) successive years have elapsed. The Board of Directors, by a resolution passed by three-fourths (3/4) of the Directors present at a meeting, may extend this term for additional term.
The President shall call meetings of the Board, preside as Chair of every general meeting of the Board of Directors at which he/she is present to ensure the fairness, objectivity and completeness of matters occurring at such meetings, to ensure that all the directives & resolutions of the Board are carried into effect, to report at each Annual Meeting of Members concerning the operation of the Corporation, and shall be an ex-officio member of each committee.
The Vice-President elected by Board of Directors shall sign such documents, contracts or instruments, which require signature of a Director and shall have powers and duties as may from time to time be assigned by the Board of Directors. If at any meeting of the Board, the President is not present, the Vice-President shall preside, or should he/she also not be present, the Members present shall choose one of their members to be Chair of the meeting. In event of resignation, illness or incapacity of the President of the Board of Directors, or his/her inability any reason to perform the duties of the office, the Executive Committee will perform the duties of the office, but in any event not to extend beyond the next Annual General Meeting. While the Vice-President may be requested to assume this position, this is not an automatic process and requires the election of the Executive Committee.
11.05 THE SECRETARY
The Secretary appointed by the Board shall keep or shall cause to be kept by agent(s) a true and complete record of the proceedings off all meetings of the Board and its Committees in the approved format, preserved, destroyed and copies distributed in the methods approved by the Board of Directors and other records of the Corporation and the Board of Directors and members of Corporation,, and he shall have custody of the seal of the Corporation. In the absence of appointment herein the Executive Director shall act as Secretary of the Board.
11.06 THE TREASURER
The Treasurer is elected by the Board shall keep or cause to be kept by the agent(s) true and complete record of the books of accounts and shall generally supervise the receipts and expenditure of the Corporation. She/he or agent(s) shall be the custodian of the Corporation’s funds and securities which the said Treasure/agent shall deposit to the credit of the Corporation in an account or accounts in one or more Charted Banks or such other depository as the Board of Directors may direct. The Treasurer shall also have charge of the Corporation charitable receipts and shall issue such as set out by the Board of Directors and as per government regulations. The Treasurer shall be Chairperson of the Finance Committee.
11.07 REMUNERATION OF IF ANY GENERAL MANAGERS AND STAFFS
The reasonable remuneration and/or allowances of General Managers, employees or agents of the Corporation as determined appropriate by the Board of Directors shall be fixed by the Board of Directors.
ARTICLE 12.00 MEMBER MEETINGS
12.01 The Members shall be entitled to one (1) vote per member at all meetings of Members and shall elect the Board of Directors of the Corporation at the annual meeting of Members. A Member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a Member of Corporation.
12.02 There shall be an annual meeting of members held at the head office of the Corporation or elsewhere in Ontario on such date and such time as mat be determined by the Board of Directors, provided that the annual meeting of members shall be held within two (2) months of the fiscal year end, or at such time and location as the Board of Directors may considered by resolution determine. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the summary financial statement and the report of the auditors if ready at the time of meeting shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members.
12.03 Written notice of the annual meeting of Members shall be given at least fourteen (14) days in advance of the meeting. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Non-Members of the Corporation may attend as non-voting observers and written notice about the Annual Meeting may be given at least fourteen (14) days in advance of the meeting in Iranian-Canadian newspaper(s), posting on website and to social media and emailing members.
12.04 Special meetings of Members for any purpose shall be called by the Secretary:
(a) On the request of the Board of Directors or the President;
(b) On a request signed by at least thirty percent (30%) of the voting Members in good standing and approval of the Board.
12.05 Notice of a Special Meeting shall be given in the same manner as provided in Section 12.03. Notice of Special Meeting shall state the purpose for which the meeting is called and no other business shall be transacted at such meeting.
12.06 A majority of Members in good standing present in person at an annual or special meeting of Members shall constitute a quorum.
12.07 If within one hour from the time appointed of an annual or special meeting of Members, a quorum is not present, the meeting, if convened upon the request of Members, shall be dissolved, and in any other case, shall stand adjourned to the same day, the following week, at the same hour and the same place, and if at such adjourned meeting, a quorum of Members is not present, the meeting shall be adjourned sine die. The chair of any meeting of Members may, with the consent of the members present, adjourn it from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the Meeting from which the adjournment took place.
12.08 Question arising at any meeting of Members shall be decided by a majority of votes (51%) cast by the Members present in person or proxy except where the vote or consent of a great number of Members is required by the Act or the By-Laws. The Chair of the Board of Directors shall when present, be the chair at all meetings of Members. The Chair of the meeting shall not, in the first instance, have a vote but in the case of an equality of votes, the chair of the meeting shall have a casting vote. Voting shall be a show of hands unless a Member demands that the voting be by secret ballot, in which case, voting shall be by secret ballot under the direction of the chair of the meeting. A declaration by the chair of the meeting that a Resolution has carried, and an entry to that effect in the minutes of such meeting, shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such Resolution.
12.09 No error or omission in giving notice of any annual or special meeting or any adjourned meeting, whether annual or special, of the members of the corporation, shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.
ARTICLE 13.00 AUDITOR
13.01 The Board of Directors of the Corporation, may appoint an auditor or a qualified accountant. Members can request an auditor with 2/3 votes. In both cases accountant or auditor, who shall not be a Member or an Officer or employee of the Corporation, to audit the annual financial statements and to evaluate the fairness of presentation of the statements in conformity with generally accepted accounting principles and to hold office as an auditor until the next annual meeting of the Members of the Corporation.
13.02 The Auditors shall report to the Board of Directors any fraud and significant deficiencies in the design or operation of the internal control structure that could adversely affect the Corporation ability to record, process, summarize and report financial data.
13.03 The Auditors shall report on such other financial services as requested by the Board of Directors and in accordance with the provisions of the Act.
ARTICLE 14.00 SIGNING OFFICERS
14.01 The following shall be the signing officers for the Corporation: Any two (2) of the President, Vice President, Secretary or Treasurer.
14.02 All contracts, deeds and other documents requiring execution shall be signed by the President or Vice-President and by the Secretary or such other Board or Staff Officers as the Board of Directors may from time to time by resolution determine, and any Board or Staff Officer authorized to sign any such documents shall be authorized to affix the seal of the Corporation thereto.
14.03 The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing.
ARTICLE 15.00 FISCAL YEAR
15.01 The Fiscal Year of the Corporation shall be for a twelve (12) month period ending April 30th or it may change as per appointed accountant by board.
ARTICLE 16.00 VOLUNTEER SERVICES ORGANIZATION
16.01 The Board of Directors, May as it deems expedient, establish a Volunteer Services Organization to assist in the work of the Corporation under such terms and conditions as the Board of Directors may from time to time determine. The activities and functions of such organization shall be supervised by and be subject to the approval and direction at all times of the Board of Directors.
ARTICLE 17.00 ADVISORY AND HONORARY BOARD
17.01 To serve the members better, Board shall outsource necessary advice from experts and such expert can help PICRA at advisory committee.
17.02 Advisory committee members are not limited to any professionals, Boards make decision to invite the expert to attend to the advisory committee
17.03 The Board of Directors, may from time to time by resolution, approved by at least 75% of the votes cast at a meeting of the Board of Directors, elect any number of persons to serve as a member of an Advisory Board for a term of two (2) years or any extended period or terminate such membership. The members of the Advisory Board shall serve in an advisory capacity to the directors and be liaison of members of the Corporation and, by virtue of their expertise, training, position, and resources or otherwise, shall assist the Corporation in the attainment of its objects.
17.04 Board of directors shall report at least once a year up to maximum 4 times a year to advisory board with regards to the activities/financial of PICRA organization.
17.05 The Founders & Co Founders of PICRA shall be permanent member of advisory/honorary board till either a member of such board decide to resign, death or board of director terminate such membership for unethical, unprofessional conducts.
17.06 The Board of Directors may when required, approved by at least 75% of the votes cast at a meeting of the Board of Directors, elect any number of person from the Board of Advisory to service at the Board level.
ARTICLE 18.00 PROTECTION AND INDEMNITY
18.01 Except as otherwise provided in the Act, no Director, Officer or Committee Member shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer, Committee Member or employee of the Corporation or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or tortious act of any person including any person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealing with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Director’s, Officers’ or Committee Member’s respective office or trust or in relation thereto unless the same shall happen by or through such person’s willful neglect or default. The Directors, Officers, and Committee Members shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the Board of Directors.
18.02 Every Director, Officer, Member, Committee Member, employee, volunteer or other Person (with “Person” in this Article to include corporations, partnerships, joint ventures, sole proprietorships, unincorporated associations, and all other forms of business organizations) who has undertaken or is about to undertake any liability on behalf of the Corporation and his heirs, executors, administrators and estates and effects, will respectively, from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against the following:
(a) all costs, charges and expenses which such Director, Officer or Member or other persons sustains or incurs in our about any action, suit or proceeding which is brought, commenced or prosecuted against him or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; and
(b) All other costs, charges and expenses which such person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges and expenses as are occasioned by his own willful neglect or default.
18.03 The Corporation shall also indemnify any such Persons as described above in such other circumstances as the Act or law permits or requires. Nothing in this Bylaw shall limit the right of any person entitled to indemnity to choose indemnity apart from the provision of this General Operating By-law to the extent permitted by the Act or law.
ARTICLE 19.00 INSURANCE
19.01 Subject to the limitation contained in the Act, and all other relevant legislation, the Corporation shall purchase and maintain such insurance for the benefit of board of directors any person referred to in Article 17 and the Corporation as the Board of Directors may determine to be prudent from time to time.
ARTICLE 20.00 MAKING REPEALING AND AMENDING BY-LAWS
20.01 The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
ARTICLE 21.00 CONFLICT OF INTEREST
21.01 Directors, board members, officers or if any Manager and their spouses, children, parents, siblings, or the spouses of such children, parents or siblings shall not enter into a contract, business transaction, financial arrangement, recruiting, personal advertising, business advertising, Brokerage arrangement or other matter with the Corporation in which they have any direct or indirect person interest, gain or benefit;
21.02 Any Director who has any direct or indirect personal interest, gain or benefit in an actual or proposed contract, business transaction, financial arrangement or other matter, with the Corporation in potential contravention or actual contravention of this Article shall declare their interest therein at the first opportunity at a meeting of the Board;
21.03 Notwithstanding sections 21.01 and 21.02, no disclosure or prohibition of involvement is required in relation to any actual or proposed contract, business transaction, financial arrangement, or other matter, with the Corporation unless the direct or indirect personal interest, gain or benefit of the Director in such contract, business transaction, financial arrangement, or other matter, is of a material nature. The phrase “material nature” shall mean that the Director in question directly or indirectly is personally receiving a material benefit or gain of some kind, either financially or otherwise, with the determination of material nature in such circumstances to be determined by the Board from time to time;
21.04 The Chair of the Board shall request any Member of the Board who has declared a direct or indirect personal interest, gain or benefit, in any proposed contract, business transaction, financial arrangement, or other matter, with the Corporation to absent herself or himself during the discussion of and vote upon the matter, with such action being recorded in the minutes;
21.05 In the event that the Board proceeds with a contract, business transaction, financial arrangement, or other matter, in which a Director has a direct or indirect personal interest, gain or benefit in contravention of sections 20.01 and 20.03, such Director shall be required to immediately resign from the Board, failing which he or she shall be deemed to have resigned from the Board upon the passion of a Board Resolution to that effect.
ARTICLE 22.00 GENERAL
22.01 The Directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
22.02 The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
22.03 In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the families gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
ARTICLE 21.00 DISOLVE /MERGER
21.01 In the event 2/3 of members decide to dissolve or Merge the incorporation and cease PICRA’s operation, any liquidable or non liquidable assets shall be donated to an Iranian Canadian non profitable organization under CRA guidelines.
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