SECTION 1 – GENERAL
1.01 Terminology
“Act” or “NFP Act” means the Canada Not-For-Profit Corporations Act S.C. 2009,c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“Articles” means the original or restated articles of incorporation or articles of amendment,
amalgamation, continuance, reorganization, arrangement or revival of the Association;
“Association” or “CLA” means Canadian Lemkos Association as in its entirety;
“By-laws” means this by-law and any other by-law of the Association as amended and
which are, from time to time, in force and effect;
“CLA BD” or “Board” means CLA Board of Directors and "director" means a member of the board;
“Duty to Comply” means compliance with the NFP Act and its regulations, the articles,
the by-laws and any unanimous member agreements;
“General Meeting” or “GM” means Annual General or Special meeting of CLA members
entitled to vote at an annual meeting of members;
“In-camera meeting” describes the closed Board meetings that cover information not
recorded in the minutes or divulged to members.
“Member” means CLA member in good standing; member is in good standing if paid
membership dues up to date and is not suspended in their membership.
“Ordinary resolution” means a resolution passed by a majority (50% plus 1) of the votes;
“Proposal” means a proposal submitted by a member of the Association that meets the requirements of section 163 (Shareholder Proposals) of the Act;
“Regulations” means the regulations made under the Act, as amended, restated or in
effect from time to time;
“Special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution;
“Standard of care” means the level of care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances; also requirement to act honestly, in
good faith and in the best interests of the Association, rather than in their own personal
interest;
“Friend of Lemkos” is any individual, who is not a corporation or a member of the CLA
that supports the objectives and activities of the CLA"
“Honourary Friend of Lemkos” means external supporters of the CLA honoured by
special resolution at the CLA GM for preserving and developing the cultural traditions of
Ukrainian Lemkos in Canada; This honour may be revoked via a special resolution of
members in case such person publicly speaks out against the objectives of the
Association, as defined by the Constitution;
1.02 Name
The name of the CLA is "Canadian Lemkos Association Inc." in its English version,
“L’association canadienne Lemkos Inc." in its French version, and "Об’єднання Лемків
Канади” in its Ukrainian version.
1.03 Registered Office
The registered office of the CLA shall be the City of Toronto, Province of Ontario.
1.05 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing
requiring execution by the Association may be signed by the CLA President and any other
one officer. In addition, the board may from time to time direct the manner in which and
the person or persons by whom a particular document or type of document shall be
executed. Any person authorized to sign any document may affix the corporate seal (if
any) to the document. Any signing officer may certify a copy of any instrument, resolution,
by-law or other document of the Association to be a true copy thereof.
1.06 Financial Year
The financial year of the Association is the period from February 1 to January 31 of each
calendar year.
1.07 Banking Arrangements
a. The banking business of the Association shall be transacted at such bank, trust
company, credit union or their firm or corporation carrying on a banking business in
Canada.
b. The banking business or any part of it shall be transacted by any two of the three
signing officers of the Association.
1.08 Raising Money
The Board may raise money to fulfill the objectives of the CLA as required.
1.09 Borrowing Powers
A special resolution of members is required to authorize the Board to borrow money on
the credit of the Association.
1.10 Annual Financial Statements
The Association shall send to the members a copy the annual financial statement and a
proposed planned budget for a new fiscal year no later than 21 days prior to the AGM.
1.11 Voting Interpretation
Unless otherwise specified within these by-laws, all votes are based on votes cast on the
question. All votes are considered ordinary resolutions unless specified as a special
resolution.
1.12 By-Law Interpretation
In all matters of procedures not specifically provided for in this by-law or the Act, the CLA
Rules and Regulations as may be adopted by the Board or any General Meeting from
time to time, shall govern. If further clarification is required, Robert’s Rules of Order shall
govern.
1.13 Audit
If necessary, the CLA will engage the services of a Public Accountant to perform an audit
or review engagement in accordance with the Act.
SECTION 2 – AIMS AND OBJECTIVES OF THE ASSOCIATION
2.01 To preserve and develop the cultural traditions of Ukrainian Lemkos in Canada and to cultivate the use and study of the Ukrainian language;
2.02 To support Ukrainian Lemkos, particularly those arriving as landed immigrants in Canada,
in integrating into Canadian society;
2.03 To assist in publishing historical, sociological and cultural studies of Ukrainian Lemkos;
2.04 To organize, establish and support cultural events and institutions, such as museums, art
collections, exhibitions and shows;
2.05 To raise funds to fulfill the objectives of CLA as required;
2.06 To support or join other Canadian-Ukrainian organizations in Canada and Ukrainian organizations outside Canada.
SECTION 3 – MEMBERSHIP
3.01 Membership Conditions
Subject to the articles, there shall be one class of members in the Association.
Membership in the Association shall be available only to a person of Lemko origin or their
spouse, residing in Canada who is interested in CLA activities and who accepts the CLA
Constitution and Bylaws, and is 18 years of age or over.
Upon completion of the membership application, payment of the membership fee, and
acceptance into membership in the Association by ordinary resolution of the Board such
person shall acquire full membership of the Association with the right to receive notice of,
attend and vote at all meetings of the members of the Association.
3.02 Acquisition of membership
Any person who qualifies for membership must submit the membership application
sponsored by two voting members in good standing and recommended at the CLA
Branch meeting to CLA BD for approval. An applicant shall acquire full membership rights
the moment his application has been approved. The CLA BD may reject the membership
application of any applicant.
3.03 Membership transferability
Any membership may not be transferred.
3.04 Notice of General Meeting
Notice of the time and place of General Meeting shall be given to each member entitled to
vote at the meeting in writing by mail, courier, personal delivery, electronic or other
communication facility during a period of 21 to 30 days before the day on which the
meeting is to be held.
3.05 Attending General Meeting
It is each member right and responsibility to attend CLA Members meetings. Friends of
Lemkos and Honorary Friends of Lemkos are allowed to attend the meetings of members
in non-voting capacity.
3.06 Voting rights
a. Only voting members in good standing may vote at the CLA meetings.
b. Each member in good standing present at the GM shall have the right to exercise one
(1) vote.
c. Voting members shall have the right to vote on all decisions of the Association from
the moment their membership application has been approved by the CLA BD.
3.07 Absentee Voting
A voting member in good standing who cannot attend the meeting may appoint as his/her
proxy any other member in good standing to vote at any Annual or Special Meeting.
Member present at the Annual or Special Meeting may hold only one proxy.
3.08 Attending General Meeting via video conference
Members of the branch located further than 150 km from the place of meeting of
members may participate in the AGM by the use of the video electronic media (e.g.,
skype) as far as they are gathered in one location.
SECTION 4 - MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
4.01 Membership Dues
a. Members shall be notified in writing of the membership dues at any time payable by
them.
b. Members of the Association shall pay their membership dues to the CLA Treasury
prior to the CLA Annual General Meeting of every year.
c. Members are in good standing for the year when membership dues paid.
d. A member who has failed to pay their membership dues for the current fiscal year
loses the status of member in good standing.
e. The amount of the membership fee shall be determined by the GM as a special
resolution and shall be carried out by the CLA BD.
4.02 Termination of Membership
A membership in the Association is terminated when:
a. the member dies;
b. a member fails to maintain qualifications for membership conditions described in
Section 3.01 of these by-laws;
c. the member resigns by delivering a written resignation to secretary of CLA BD in
which case such resignation shall be effective on the date specified in the resignation;
d. the member is expelled in accordance with Section 4.04 below or is otherwise
terminated in accordance with the articles or by-laws;
e. the member loses their membership rights in accordance with Section 4.05
f. the Association is liquidated or dissolved under the Act
4.03 Rights of the member upon termination
Upon any termination of membership, the rights of the member, including any rights in the
property of the Association, automatically cease to exist.
4.04 Discipline of Members
The board shall have authority to suspend or expel by the special resolution any member
of the Association for any one or more of the following grounds:
a. violating any provision of the articles, by-laws, written policies or resolutions of the
Association;
b. carrying out any conduct which may be detrimental to the Association as determined
by the board in its sole discretion;
c. for any other reason that the board in its sole and absolute discretion considers to be
reasonable, having regard to the purpose of the Association;
d. based on the recommendation or decision of the Arbitration Committee
In the event that the board determines that a member should be expelled or suspended
from membership in the Association, the president, or such other officer as may be
designated by the board, shall provide twenty (20) days notice of suspension or expulsion
to the member and shall provide reasons for the proposed suspension or expulsion.
A member that has received notice of expulsion from the Board will cease to be a
member of the CLA.
4.05 Loss of Membership Rights
a. A member may lose their membership rights (be suspended) for a designated period
of time or be expelled from the Association by the CLA BD, if their deeds are contrary
to the objectives of the Association, as defined by this Constitution and Bylaws.
b. If during the two years of non-payment of membership dues, a given member fails to
pay their arrears, the CLA BD shall state that the said member has voluntarily
withdrawn from the Association.
4.06 Appeal Rights
The member may appeal the suspension or expulsion at an AGM by providing notice to
the Board within forty (40) days from the suspension or expulsion date and no later than
forty (40) days before the date on which the meeting is to be held.
If an appeal is made in accordance with this section, the meeting of members will
consider the appeal in arriving at a final decision and shall notify the member of such final
decision within twenty (20) days. The decision reached at the meeting by ordinary
resolution shall be final and binding on the member, without any further right of appeal.
SECTION 5 - MEETINGS OF MEMBERS
5.01 Chair of the Meeting
The voting members who are present and entitled to vote at the meeting shall choose one
of their members to chair the meeting.
5.02 Quorum
a. Fifteen (15) members in good standing present in person at the meeting shall
constitute a quorum, for any Annual or Special General Meeting of the Association;
b. If a quorum is present at the opening of a meeting of members, the members present
may proceed with the business of the meeting even if a quorum is not present
throughout the meeting.
5.03 Annual General Meeting
The CLA Annual General Meeting shall be authorized to:
a. adopt the minutes from the last AGM;
b. hear reports of CLA Board of Directors, Presidents of each CLA Branch, and CLA
Auditing Committee members for last year;
c. approve the dissolution of the outgoing CLA BD, if applicable;
d. determine additional membership dues;
e. approve work plans for the following year;
f. approve annual budget for CLA;
g. approve additional bylaws for CLA operation within the framework of this
Constitution and Bylaws;
h. elect a new Board of Directors, Officers, the Auditing Committee, and the
Arbitration Committee, if applicable; and
i. exercise all such powers and do all such things as may be exercised or done by
the CLA that are not directed or required to be done in some other manner by this
by-law
5.04 Members Calling a Members' Meeting
Members who hold at least 5% of the votes can request a meeting of members in
accordance with Section 167 of the Canada Not-For-Profit Corporations.
SECTION 6 – MEMBER’S RIGHTS AND RESPOSIBILITIES
6.01 Any member is entitled to be present at any CLA members or CLA BD meeting except for
the “in camera” meetings of the CLA BD. Any other person may be admitted only on the
invitation of the chair of the meeting or by resolution of the members.
6.02 Members shall benefit equally from all rights granted by the CLA Constitution and Bylaws,
and must conscientiously fulfill all of the obligations stated therein.
6.03 Voting members in good standing shall have the right to run for and be elected to all CLA
Bodies.
6.04 Each member has a right to attend CLA General Meetings, participate in events
patronized by CLA, and actively contribute to CLA work and projects.
6.05 Access to CLA Corporate Records
Any member has a right to access corporate records of the Association as prescribed by
the Canada Not-for-Profit Corporations Act.
6.06 Code of Ethics and Code of Conduct
All CLA members have to:
a. Act honestly in the best interest of CLA to fulfill its objectives and positively
contribute to Ukrainian-Lemko culture and community
b. Affirm and uphold Christian and democratic principles and values
c. Openly and honestly tell the truth
d. Respect members’ privacy and affirm appropriate use of technology and social
media to protect members' privacy
e. Take proper care of CLA property and the property of others
SECTION 7 – BOARD OF DIRECTORS
7.01 General
a. The property and business of the Association shall be managed by the CLA Board of
Directors.
b. The CLA BD shall co-ordinate all organizational matters pertaining to the Association
as a whole, prepare annual budget proposal and obtain its approval at the AGM, co-ordinate, manage, and approve the economic and financial transactions and reporting
of the Association and its Branches, and direct all policies of the Association.
c. CLA BD is responsible for all outside publications and correspondence
d. CLA BD is responsible for implementation of the Audit Committee's recommendations
7.02 Nominations
a. The Board shall appoint, at least two (2) months prior to the Annual General Meeting
at which an election of directors is required, a Nomination Committee (NC) consisting
of three to five (3-5) individuals. Each member of the Nomination Committee must be
a member of CLA in good standing.
b. The Nominations Committee shall accept, collect, verify proposals, and nominate
candidates for the Board of Directors, Officers, members of the Audit Committee, and
members of the Arbitration Committee as provided by this by-law.
7.03 Nominations from the Floor
A nominating member shall have support from at least three (3) other present and voting
members of CLA before making the proposal from the floor to nominate for election any
director, officer or any member of the Audit or Arbitration Committees.
7.04 Election of Directors
a. Twelve (12) directors are elected by a majority of the votes cast at an Annual General
Meeting of the members, at which an election of directors is required, and the
directors shall be elected to hold office for a term of two years.
b. A Director must be a member of the Association in good standing
c. A person must consent to be a director of the Association. If they are not present at
that meeting, they must either (a) consent to their election, in writing, before that
meeting or within 10 days after that meeting
d. Each CLA Branch has an exclusive right to nominate their elected President to hold
one position in the CLA BD;
7.05 Removal and Replacement of Directors between Annual General Meetings
a. The members of the Association may by ordinary resolution at a special general
meeting remove any director or directors from office;
b. If directors are not elected at a meeting of members, the incumbent directors continue
in office until their successors are elected;
c. A director of the Association ceases to hold office when the director dies, resigns, or
becomes disqualified under section 126 of the Act.
d. The directors cannot appoint additional directors unless to fill the vacancy on the
board, as long as there is a quorum on the board to participate in filling the vacancy.
7.06 Standard of Care and Duty to Comply
a. Directors and officers shall follow an objective standard of care and comply with
the NFP Act and its regulations, the articles, the by-laws and any unanimous member
agreements.
b. Directors are required to remain informed about the Association’s activities and to
ensure the lawfulness of the articles and the purpose of the Association.
7.07 Indemnification by the Association of the Members of the Board of Directors
a. CLA will purchase insurance to protect directors and officers against liabilities
incurred in the exercise of their duties (often called D&O Insurance);
b. The CLA shall defend, indemnify and save harmless every member of the Board
against any and all claims, actions, suits or proceedings made, brought, commenced
or prosecuted against a member of the Board in respect of any act, deed, matter or
thing made, done or permitted by them, in the execution of their duties or functions
as a member of the Board, except:
i. if the claim, action, suit or proceeding is occasioned by the willful neglect of the
member of the Board; or
ii. in respect of a claim, action, suit or proceeding brought by the CLA against the
member of the Board.
7.08 Composition of the Board of Directors
The Board shall consist of the following individuals who shall meet as a Board at least
twice a year:
a. Four Officers (President, Vice President, Secretary, Treasurer)
b. At least one member of each CLA Branch
c. The Chair of the CLA Audit Committee
d. The Chair of the CLA Arbitration Committee
SECTION 8 – DIRCTORS MEETINGS
8.01 Calling the BD Meeting
Board of Directors meeting may be called by the president, the vice-president of the
board or any two (2) directors at any time
8.02 Notice of Board Meetings
a. Meeting of the BD may be held at any time and place to be determined by the
Directors provided that ten (10) day notice of such meeting shall be given to each
director in writing. No formal notice shall be necessary if all Directors are present at
the meeting or waive notice thereof in writing.
b. Upon waiver of all BD members the ten day notice may need not apply
8.03 Meetings by Teleconference
Meetings of the Board and Executive Committee may be held by teleconference as long
as all participants in the meeting can communicate fully.
8.04 Quorum of directors
A majority of the number of directors constitutes a quorum.
8.05 Votes to Govern
At all meetings of the board, every question shall be decided by a majority of the votes
cast on the question. Each member of the Board of Directors shall be entitled to one vote
only. Voting by proxy shall not be permitted at any meeting of the Board of Directors.
SECTION 9 – ELECTION OF OFFICERS
9.01 Election of Officers
Officers shall be elected from the members of the Board of Directors by a vote of the
members of the Association at a General Meeting. The Board of Directors may specify
the duties of Officers and, subject to the Act, delegate to such Officers the power to
manage the affairs of the CLA. The officers shall be elected to hold office for a term of two
years.
9.02 Description of Officers
Unless otherwise specified by the Board which may, subject to the Act, modify, restrict or
supplement such duties and powers, the offices of the Association shall have the
following duties and powers associated with their positions:
a. President – shall be responsible for implementing the strategic plans and policies of
the CLA. The president shall also be the Chair of the Board. The president shall,
subject to the authority of the Board, have general supervision of the affairs of the CLA
b. Vice-President – If the president is absent or is unable or refuses to act, the vice-president carries the duties and powers of the President subject to the approval of the
Board.
c. Secretary – The secretary shall attend and be the secretary of all meetings of the
Board. The secretary shall be responsible for CLA minute book, document minutes of
all proceedings at such meetings, and, when instructed, prepare and give notices to
CLA members, directors, the public accountant and members of committees, including
AGM; the secretary shall be the custodian of all membership applications, all books,
papers, records, documents and other instruments belonging to the CLA.
d. Treasurer – The treasurer shall ensure the financial maintenance and reporting of the
CLA including Canada Revenue Agency and Corporations Canada.
9.03 Removal and Replacement of Officers between Annual General Meetings
a. If an Officer is absent or is unable or refuses to fulfill their duties, the Board may, by
special resolution, replace the Officer and such individual will remain a Director for the
remainder of their term.
b. Unless so removed, an officer shall hold office until the earlier of:
• the officer’s successor being appointed,
• the officer’s resignation in writing,
• such officer ceasing to be a director (necessary qualification of appointment) or
• the officer’s death
SECTION 10 – COMMITTEES
10.01 Audit Committee
a. The Audit Committee (AC) consists of three (3) members of the Association who will
be the Chair, Vice Chair and Secretary
b. Responsibility of the Audit Committee includes:
• Oversight of financial reporting and accounting
• Oversight of regulatory compliance and ethics
• Monitor effectiveness of internal processes, practices and operations
• Oversight of risk management
c. The Audit Committee shall inform CLA Executive of any shortcomings it has observed
d. The Audit Committee reports to members of the Association
10.02 Arbitration Committee and Dispute Resolution
a. The Arbitration Committee consists of three (3) members of the Association
b. The Arbitration Committee shall facilitate mediation processes to resolve disputes
between members through arbitration.
i. Non-binding Mediation - Disputes or controversies among members, directors,
officers, committee members, or volunteers of the CLA must be resolved via the
mediation process on a case by case basis, and in accordance with the spirit of the
purposes and objects of the CLA as provided in the articles and Canada NFP Act.
ii. Binding Arbitration - If a dispute cannot be amicably resolved, then the Arbitration
Committee shall provide a resolution. Any decision reached by the Arbitration
Committee shall be binding on all parties involved in the dispute and no further
recourse shall be available. Any decision of the Arbitration Committee shall be
communicated to the Board who shall inform members.
iii. Members have the right to appeal the Arbitration Committee decision to the GM.
Ordinary resolution of GM may overturn the decision of the Arbitration Committee.
SECTION 11 – MEMBER REMUNARATION AND AUTHORIZATION OF EXPENDITURE
11.01 Remuneration
CLA members, directors, officers, and/or committee members shall receive no
remuneration for their work. They may be reimbursed for reasonable expenses incurred
on behalf of the CLA in accordance with the general policies adopted by the CLA.
11.02 Authorization of Expenditure
For the purpose of carrying out the work of the CLA, the Board may propose expenditures
for the purpose of furthering the objectives of the Association. Such proposals have to be
deemed necessary and justifiable, be included in the annual budget and approved by GM.
SECTION 12 – AMENDMENTS TO THE BY-LAWS and RULES AND REGULATION
12.01 Amendments to the By-Laws
a. Upon a motion of the CLA BD or any member, amendments to the by-laws may be
adopted at the GM by a special resolution.
b. Amendment to the By-Law shall be communicated to all members in good standing by
mail at the last known address in the register of the CLA or by electronic mail, not less
than sixty (60) days after it had been approved by GM.
12.02 Internal Rules and Regulations
The Board of Directors shall prescribe such rules and regulations relating to the
management and operation of the Association as it deems expedient, provided that such
rules and regulations shall have force and effect only until the next meeting of the
members of the Association when they shall be confirmed, and in default of confirmation
at such Annual meeting of members shall at and from that time cease to have force and
effect.
SECTION 13 – BRANCHES – GROUP OF MEMBERS
13.01 Establishing the Branches
Upon the petition of at least seven individuals qualified to become members of the
Association, and their certification that they wish to become members of a proposed CLA
Branch, the CLA BD may agree to the establishment of a New Branch. The existence of a
New Branch shall be sanctioned by the CLA Board of Directors and by the ordinary
resolution voting at the GM;
13.02 Purpose of the Branch
The CLA Branch is a regional organizational unit purpose of which is to address the
needs of area members, and to locally promote and work in achieving the objects of the
Association.
13.03 Function of Branches
The Function of a CLA Branch shall be to work toward the achievement of the objectives
of the Association and to fulfill all administrative duties imposed on it by the NFP Act, the
By-Laws and regulations of the Association.
13.04 Dissolution of a CLA Branch
The dissolution of a CLA Branch may occur as a result of the revocation of its status by
the CLA General Meeting.
SECTION 14 – DISSOLUTION OF ASSOCIATION
14.01 Approval for Dissolution
The CLA may be dissolved upon a motion adopted by a special resolution of the BD and
ratified by a special resolution of members during a special meeting of members called for
this purpose.
14.02 Notice of Dissolution
The motion of the Board shall be valid if issued to all members in good standing, by mail
at the last known address in the register of the CLA, not less than ninety (90) days in
advance of a meeting of the members.
14.03 Votes to Govern
When ratifying the dissolution of the Association, each voting and in good standing
member present at the dissolution meeting - or through a notarized proxy mailed to and
received by the Association prior to the dissolution meeting - indicates his/her support for
or opposition to the dissolution of the Association in writing on a form that clearly states
the dissolution motion and requires a member’s signature.
14.04 Distribution of Property Remaining on Dissolution
Prior to ratifying a motion to dissolve the CLA, the meeting of the members shall adopt a
motion of transferring all the remaining assets after payment of its liabilities to one or
more recognized charitable organizations in Canada whose aims and objectives are
similar to those of the CLA.
CLA By-Law - approved May 10, 2014