CONSTITUTION OF SOUTH ASIAN CENTRE OF WINDSOR
(14th October, 2011)
ARTICLE 1: NAME
The name of the organization shall be ‘South Asian Centre (SAC) of Windsor”1 hereinafter
ARTICLE 2: OBJECTIVES
The objectives of SAC shall be:
1. To provide social support to the people of South Asian origin, using established
2. To organize outreach programs to bring people of South Asia into the main-stream
Canadian way of life, with emphasis on special segments of the south Asian population
e.g. women, elderly, etc.
3. To provide English language instruction to South Asian immigrants in understanding the
social and cultural mosaic of Canada
4. To provide a forum and support for persons of special needs to get-together, have
cultural and social exchanges to satisfy in the South Asian cultural needs and to adopt to
the Canadian cultural mosaic
5. To provide a Centre for information on educational and cultural activities in the South
6. To organize functions and raise funds for charitable purposes
7. To operate as a secular and non-profit organization
8. To seek financial assistance from the various governments and agencies
ARTICLE 3: FUNCTIONS
1. The SAC functions shall be carried on without the purpose of personal gain for its
members. Profits or other accretions to the corporation shall be used solely to carry out
the objectives set forth in the ARTICLE 2
2. To work in conjunction with all established agencies and institutions in the community for the realization of the objectives of the SAC as stated in ARTICLE 2.
3. To provide a centre for information, on educational and cultural activities in Canada to
4. To develop and support programs for, and to encourage interaction among South Asian
and Canadian ethno cultural groups
5. To co-ordinate existing programs and to develop new ones for the new South Asians
coming to Windsor and Essex county area
6. To teach English language and to provide other information about Canada, which may
encourage the people to help new South Asians to integrate in the Canadian way of life
and become Canadian Citizens
7. To adopt any other measure to achieve the objectives as stated in ARTICLE 2
ARTICLE 4: MEMBERSHIP
A Individuals of South Asian origin (Indian subcontinent), or a non-South Asian who is
currently married to a South Asian supportive of the objectives of SAC
B Honorary members - recommended by SAC and accepted by the membership
C An individual member is entitled to one (1) vote in all membership meetings of SAC
ARTICLE 5~ MEMBERSHIP DUES
1. Dues of membership shall be decided from time to time by a majority vote of members
present at a properly convened meeting of the membership of SAC. The Notice of such
a meeting to include the notification of the intent to change the dues.
2. Dues of membership, for those who are 55 and over of age shall pay 50% of the regular
3. Deadline for membership dues is 31st of March, each year.
ARTICLE 6: BOARD OF DIRECTORS
1. Individual members are eligible to be elected to the Board of Directors of SAC, hereinafter called “The Board”
2. At least four (4) weeks before the Annual General Meeting (AGM) of the members of SAC, all the members of SAC will be informed about the date of the AGM.
3. A notice will be sent to all members in the month of February, requesting submission of
nominations for the election of members to the vacant positions on the Board along with the form to be filled for each candidate nominated. The nomination will also require a seconder who is also a member of SAC.
4. The Nominating Committee shall go through the nominations. If the number of nominations is mare than the vacancies plus two (2), it will select the number of vacancies plus two (2) nominations and present at the AGM for election. If there are fewer nominations, then, the Nominating Committee will add its own nominees to make the total to be the number of vacancies plus two.
5. The Board shall consist of Seven (7), members.’ They shall be:
ii. Vice President
Immediate Past President
v. Director of Projects
vi. Director of Membership and Fund Raising
vii. Director of Programs
6. At the AGM, members shall elect for vacant positions to the Board. Then the Board shalt
appoint the elected persons for individual positions.
7. The term of office for directors shall be two (2) years. No director shall be elected. For more than three consecutive terms
8. Vacancies on the Board shall be filled by the Board from the list of runners-up in the annual election, who shalt be invited to serve in order of their standing. If there are no such candidates, then, the board shall appoint a person of their choice for each vacant position. If the number of appointed positions and vacant positions on the board reaches 3 and the Annual General Meeting is more than 6 months or more, a special meeting of the general membership shall be called to elect members to all the vacant positions.
9. The Board shall normally meet monthly, except during summer when there shall be one
meeting, in July or August.
10. The duties of the Board shall be to develop policies to support the objectives of SAC and to supervise their implementation.
11. The Directors shall serve without remuneration and no director shall directly or indirectly
receive any profit from their position. Directors shall be reimbursed for reasonable expenses incurred in the performance of their duties.
12. The Board shall have authority to appoint such staff as deemed necessary for the efficient
operation of SAC.
ARTICLE 7: DUTIES OF THE BOARD
1. The President shall preside over the general membership and the Board meetings. The
President shall exercise such powers as conferred upon him/herby the Board or as
necessary to properly conduct the duties of the office.
2. The Vice-President shall carry out the duties of the President in his/her absence and
other duties as assigned by the President.
3. The Treasurer shall be responsible for all financial transactions of SAC, keep records
containing all receipts and disbursements, shall provide financial statement at each Board
meeting and shall provide a duly audited financial report at the Annual General Meeting.
The Treasurer shall also prepare and present to the Board a budget for the following fiscal year, before the Annual General Meeting. The Treasurer shall also guide and supervise the Office Manager.
4. The Secretary shall be responsible for sending the notices of meetings, correspondence on behalf of the Board, keeping the minutes of the meetings and any other responsibilities
assigned by the Board.
5. The Director of Projects shall coordinate and assist the Office Manager in preparing
6. The Director of Membership and Fund Raising is responsible to increase the membership
and come up with different means of raising funds
7. The Director of Programs shall come up with various programs for the following year
ARTICLE 8: SPECIAL COMMITTEES
11. The President may appoint special committees, from time to time, to perform specific tasks, as the need arises- Such committees shall have the approval of the board.
2. All special committees shall have a chairperson who is a member of the Board except the
Election Committee, which shall be a one-person committee, the person elected by the
general membership at the AGM where the election is going to take place.
3. There will be a standing committee, “The Nominating Committee”. This committee shall
have two members elected by the SAC members at the AGM and the Immediate Past
President. The three members of the committee shall elect the chair-person from one of the elected members. The committee will receive nominations to the Board of Directors from the members and provide the names for election at the AGM for members to elect. The committee will also recommend name(s) to fill the vacant position between the AGMs.
ARTICLE 9: MEETINGS
1 There shall beat least one AGM of SAC each year, for the purpose of receiving reports and if applicable, electing members of the Board
2. A special meeting of the general membership of the SAC may be called at the request of
twenty percent (20%) of the membership or eight (8) members, whichever is greater, or at
the discretion of the Board.
3. The quorum for the AGM shall be (25%) of the total number of members;
4. A simple majority shall form the quorum for transacting business of the Board.
5. All meetings of the Board, the special committees and the general membership shall be
conducted according to Roberts Rules of order (latest revised edition available).
ARTICLE 10: AMENDMENTS TO THE CONSTITUTION
1. Amendments to the constitution can be made at a regular or a special general meeting.
2. Proposed amendments to the constitution shall be distributed to the members along with the notice of the regular or special general meeting where the amendments are to be voted on.
3. Acceptance by two third (2/3) of the members present; following the:rule of quorum, at the regular or special general meeting of SAC is required for adoption of any amendment to this constitution.
ARTICLE 11: BY-LAWS AND THEIR AMENDMENTS
1. The Board shall submit to the general membership, for their approval, such by-laws as it
may deem necessary,
2. By-Laws may be amended at any general meeting provided that the notice of the proposed amendment is included in the notice of the regular or special general meeting of SAC. A simple majority of the members present, following the rules of quorum, is required for the adoption of any amendment to a By-Law
ARTICLE 12: DISSOLUTION OF THE CENTRE
1. On the first of the month of any year if the number of voting members falls or remains below fifteen (15), the dissolution of SAC shall be discussed in the following Annual General Meeting. A resolution must be passed in that meeting not to dissolve SAC. Otherwise, SAC shall be deemed dissolved.
2. In the event of dissolution of SAC, the Board shall:
A Return the unused portions of the grants to the granting agencies
B Upon the dissolution of the corporation and after the payment of all debts and
liabilities, its remaining assets shall be distributed or disposed off to charitable
organizations which carry on work solely in Ontario
ARTICLE 13: LAST ARTICLE
This is the last article of this constitution as adopted on the 15th day of the month of September
in the year 1987.
The above constitution was completely revised and approved unanimously by the members at
an Annual General Membership meeting held on the 14m of October, 2011.
Raj Patil, Interim President
Dana Rasiah, Treasurer
SOUTH ASIAN CENTRE OF WINDSOR
By-Law Number One (1)
1. HEAD OFFICE
The office of SAC shall be in the City of Windsor, in the Province of Ontario.
2. FISCAL YEAR
The fiscal year of SAC shall be from the first day of January to the thirty-first day of December.
A Individuals or organizations interested in becoming members of SAC shall apply to the
Board by filling in the prescribed form.
B The Board shall decide the suitability of the candidate to be a member of SAC within three (3) months from the date of application.
C If a candidate is rejected, the exact reason(s) for rejection shall be conveyed to the
candidate and the candidate shall by allowed to make a personal representation to the to the Board to plead the case.
D Only organizations and individuals who have, paid dues for the current fiscal year shall be regarded as members.
4. BOARD OF DIRECTORS
A If a nominee of a group member is elected as a Director who is not a member of the
organization that nominated such a Director, then, that Director is required to become an
individual member of SAC to hold the position of the Director.
B Any Director who consistently misses the Board meetings without written notice
acceptable to the board, and does not perform duties of a Director for at least six (6)
months, shall be removed from the Board with an unanimous vote of the remaining
members of the Board (does not make sense). If the activities of a Director are
considered not in the best interest of SAC by three (3) of the Board members, then, by
passing a motion, the Board can bring the matter to the general membership meeting to
remove the Director from office.
C The Board shall elect, for a two year term, people for all the positions, among themselves. One person may hold more than one office except the offices of President and Vice-President but the President or a Vice- President can hold another office in case of a necessity.
A The meetings of the Board shall be held on appointed days of the required months. No
notice of such regular meeting is required to be sent
B The President, the Vice-President, the Secretary or two (2) Directors may call for a special meeting of the Board. The date, time and place of such a meeting shall be sent to the Directors at least four (4) days before the scheduled meeting.
C Non-receipt of notice of special meeting by one or more Directors shall not invalidate such a meeting, as long as the meeting is otherwise conducted with a quorum.
D If there is no quorum at a meeting of the Board, the meeting may continue to discuss the
matters on the agenda. In such a meeting, motions may be passed, which shall be valid only after their acceptance by a majority vote in a meeting with proper quorum.
E lf there is no quorum at a: general membership meeting, the rneeting shall be re-scheduled, at least two (2) weeks later.. The members shall be informed that the meeting is a re-scheduled meeting of a previous meeting. Any number of members present shall constitute a quorum for such scheduled meeting.
F The President shall not vote in a meeting except to break a tie vote.
G In the absence of the President, the Vice-President Administration shall conduct the
meeting. In the absence of the Vice-President Administration as well, the Vice-President
Projects shall preside over that meeting.
H Any meeting may be adjourned by the consent of the majority. In the next meeting, any
unfinished business from the adjourned meeting shall be attended to before any new
I The Board shall by resolution establish in advance a time and date, at least thirty (30) days in advance of any meeting of the members, as the Record Date for the determination of those members entitled to notice of and to vote at the member’s meeting. Any person who is not a member as of the Record Date is not entitled to notice of or to vote at the meeting for which the Record Date has been established.
A Two (2) delegates from a group member shall be eligible to vote at any general meeting of SAC.
B A proxy vote assigned to a specific person is acceptable, only at a general meeting of SAC as long as it is registered with the Secretary before the vote.
C No individual can carry more than two (2) proxy votes (?)
D Proxy votes count towards quorum
7. FINANCIAL MATTERS
A The membership dues are payable in January to cover the fiscal year of SAC.
B If a group or individual member fails to pay the membership in a fiscal year, the member shall be notified about it before the AGM. However, it is the responsibility of the member to pay the dues and keep the membership active.
C Voting at a meeting is limited to paid members only
A All financial matters of SAC shall be operated through proper budgeting process only. The Board must approve the budget for the coming fiscal year before any funds can be
expended in a fiscal year except under special circumstance, with approval of the Board.
B All special committees must submit their budgets for the coming fiscal year to the Treasurer before the end of November.
C Any item that is not budgeted shall need the approval of the Board before the monies are
spent. The Board shall allocate funds to such an item from a property budgeted contingency fund. This rule does not apply to the petty-cash, which can pay no more than one hundred (100) dollars under the supervision of the Treasurer. The Board shall decide the amount of cash to be drawn for petty-cash.
A All payments shall be made through cheques, except the items that are paid from petty-cash.
B Two (2) out of three (3) signing authorities registered with the bank must sign any cheque or contract on behalf of SAC The Board shall establish who the signing authorities are going to be.
A SAC shall not borrow any monies except to cover fixed expenses during the period when
committed funds have not arrived (“bridge financing”).
B The necessity for any borrowing shall be justified to the Board and approved by the Board before the borrowing takes place.
C The Treasurer, the President and the Vice-President or any other Director specifically
authorized by the Board to undertake specific borrowing, shall be authorized to borrow funds on behalf of SAC.
8. END OF BY-LAW
This marks the end of by-law Number One (1)
This by-law is adopted on the 15th day of the month of September in the year 1987 at the
general meeting of membership.
Kuniar Chatterjee Raj Patil
Rose Olivero Vice-President
SOUTH ASIAN CENTRE OF WINDSOR
By -Law Number Two (2).
That the number of the Board of Directors be increased from five (5) to six (6), effective from the Annual General Meeting on April 27, 1992.
This by-law (02) is adopted at the General Meeting held on 27th of April1992.
South Asian Centre of Windsor
By-Law Number Three (3)
A the term of offices be changed from two years to three years.
B no one will stay in office more than two consecutive terms (a total of six years).
C at the end of the 199411995 term, two Board members with the longest term in office will be required to retire from office.
Moved by Raj Path and Seconded by Asoka Rajan.
(Signed but Not Named)
By-law Number 4
SOUTH ASIAN CENTRE OF WINDSOR
By-Law Number Four (4)
That the number of the Board of Directors be increased from six (6) to seyen (7), effective from
the Annual General Meeting on April 21h(?) 2005.
This by-law, four (04), is adopted at the Annual General Meeting held on the 27” of April, 2005.
Harminder Singh Secretary