By-Law of the Canadian Association of the Last Luminary (CALL)
(under the Not-for-Profit Corporations Act, 2010 (Ontario))
Section 1 – General
1.01 Definitions
In this by-law, unless the context otherwise requires:
A. “Association” means the “Canadian Association of the Last Luminary,” which may also be known as “CALL.”
B. “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time.
C. “Board” means the board of directors of the Canadian Association of the Last Luminary.
D. “By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Canadian Association of the Last Luminary as amended and which are, from time to time, in force.
E. “Chair” means the chair of the Board.
F. “Director” means an individual occupying the position of director of the Canadian Association of the Last Luminary by whatever name he or she is called.
G. “Member” means a member of the Canadian Association of the Last Luminary.
H. “Members” means the collective membership of the Canadian Association of the Last Luminary.
I. “Officer” means an officer of the Canadian Association of the Last Luminary.
1.02 Interpretation
Other than as specified in Section 1.01, all terms contained in this by-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions. If any of the provisions contained in the By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
1.04 Seal
The seal of CALL, if any, shall be in the form determined by the Board.
1.05 Execution of Contracts
Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by CALL may be signed by any two of its Directors. In addition, the Board may from time to time direct the manner in which and the person 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 Director may certify a copy of any instrument, resolution, by-law, or other document of CALL to be a true copy thereof.
Section 2 – Members
2.01 Members
Membership in CALL shall consist of the incorporators named in the Form 4001 Articles of Incorporation of the Canadian Association of the Last Luminary and such other persons interested in furthering CALL’s purposes and who have been accepted into membership in CALL by resolution of the Board.
2.02 Membership
A. Membership in CALL is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act.
B. Any person may become a Member of CALL who:
is a Twelver Shia Muslim in faith,
practices Shia Islam according to Jaffari fiqh, and
assumes the rights and responsibilities expressed in CALL’s constitution and By-laws
Members exist in two classes of membership:
(Class A) Certified Members
(Class B) General Members
C. Persons are received into General Membership after undergoing a process of education and assessment.
D. General Members are received into Certified Membership after undergoing a process of interview and having enough experience actively helping the community by performing assigned duties from the Board of Directors.
E. The membership of a Member may be terminated at a Board of Directors meeting after an evaluation process by the Board has determined that the Member no longer supports the mission of CALL.
F. Incorporators named in the Form 4001 Articles of Incorporation of the Canadian Association of the Last Luminary are permanent Class A Members.
G. CALL is authorized to establish Class A Members (Certified Members) and Class B Members (General Members) as follows:
Class A Members (Certified Members): Shall be entitled to receive notice of and to attend all meetings of the Members of CALL; each Class A Member has one vote at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class.
Class B Members (General Members): Except as otherwise provided by the Canada Not-for-Profit Corporations Act, S.C. 2009, c.23, Class B Members are not entitled to receive notice of, attend, or vote at meetings of the Members of the Association.
H. The Board may pass a resolution authorizing to charge and accept a membership fee as a volunteer financial contribution of Members.
2.03 Disciplinary Act or Termination of Membership for Cause
A. Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws.
B. The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
Section 3 – Members’ Meetings
3.01 Annual Meeting
The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Class A Member, upon request, shall be provided, not less than 21 days (or another number of days prescribed in regulations) before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report, and other financial information required by the By-laws or articles.
The business transacted at the annual meeting shall include:
Receipt of the agenda
Receipt of the minutes of the previous annual and subsequent special meetings
Consideration of the financial statements
Report of the auditor or person who has been appointed to conduct a review engagement
Reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year
Election of Directors
Such other or special business as may be set out in the notice of the meeting
No other item of business shall be included on the agenda for the annual meeting unless a Class A Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act, so that such new business item can be included in the notice of the annual meeting.
3.02 Special Meetings
The Directors may call a special meeting of the Class A Members. The Board shall convene a special meeting on written requisition of not less than one-tenth of the Class A Members for any purpose connected with the affairs of CALL that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition.
3.03 Notice
Subject to the Act, not less than 10 and not more than 50 days’ written notice of any annual or special Class A Members’ meeting shall be given in the manner specified in the Act to each Class A Member and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Class A Members to form a reasoned judgment on the decision to be taken. Notice of each meeting must remind the Class A Member of the right to vote by proxy.
3.04 Quorum
Attendance by two-thirds of the Class A Members at the Annual General Meeting (AGM) constitutes a quorum. If the quorum is not reached, another meeting will be called in 14 days. The persons in attendance at the second meeting will constitute a quorum for that meeting.
3.05 Chair of the Meeting
The AGM shall be directed by a Chairperson. The chair of the AGM must be appointed by the Class A Members in the AGM from among the Class A Members present.
3.06 Voting of Members
Business arising at any Class A Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law, provided that:
Each Class A Member shall be entitled to one vote at any meeting.
Votes shall be taken by a show of hands among all Class A Members present, and the chair of the meeting, if a Class A Member, shall have a vote.
An abstention shall not be considered a vote cast.
Before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Class A Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct.
If there is a tie vote, the chair of the meeting shall require a written ballot and shall not have a second or casting vote. If there is a tie vote upon the written ballot, the motion is lost.
Whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
3.07 Adjournments
The Chair may, with the majority consent of any Class A Members’ meeting, adjourn the same from time to time, and no notice of such adjournment need be given to the Class A Members unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days or more. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
3.08 Persons Entitled to be Present
The only persons entitled to attend a Class A Members’ meeting are the Class A Members, the Directors, the auditors of CALL (or the person who has been appointed to conduct a review engagement, if any), and others who are entitled or required under any provision of the Act or the articles to be present at the meeting.
Section 4 – Directors
4.01 Election and Term
The Directors shall be elected by the Class A Members. The term of office of the Directors (subject to the provisions, if any, of the articles) shall be from the date of the meeting at which they are elected or appointed until the next annual meeting, or until their successors are elected or appointed. The Board of Directors consists of 3 mandatory roles: President, Treasurer, and Secretary. The Treasurer and Secretary should assist the President in managing the executive committees or any activities of the Association to fulfill its mission stated in the incorporation By-laws.
4.02 Proposals Nominating Directors at the AGM
Proposals of candidacy for the Board election must be supported by 5% of Class A Members. Subject to the Regulations under the Act, any proposal may include nominations for the election of Directors if the proposal is signed by not less than 5% of the Class A Members at the meeting at which the proposal is to be presented.
4.03 Vacancies
The office of a Director shall be vacated immediately:
A. If the Director resigns office by written notice to the secretary, which resignation shall be effective at the time it is received by the secretary or at the time specified in the notice, whichever is later.
B. If the Director dies or becomes bankrupt.
C. If the Director is found to be incapable of managing property by a court or under Ontario law.
D. If, at a meeting of the Class A Members, a resolution is passed by at least a majority of the votes cast by the Class A Members removing the Director before the expiration of the Director’s term of office.
4.04 Filling Vacancies
A vacancy on the Board shall be filled as follows:
A quorum of Directors may fill a vacancy among the Directors.
If there is not a quorum of Directors or there has been a failure to elect the minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Class A Members to fill the vacancy, and, if they fail to call such a meeting, the meeting may be called by any Class A Member.
If the vacancy occurs as a result of the Class A Members removing a Director, the Class A Members may fill the vacancy by a majority vote, and any Director elected to fill the vacancy shall hold office for the remainder of the removed Director’s term.
The Board may fill any other vacancy by a majority vote, and the appointee shall hold office for the remainder of the unexpired portion of the term of the vacating Director. After that, the appointee shall be eligible to be elected as a Director.
4.05 Committees
Committees may be established by the Board as follows:
A. The Board of Directors may appoint from their number or delegate from Class A Members an executive committee to perform the activities that fulfill the objectives of the Association based on the By-laws of its incorporation. The executive committee members shall report their decisions and achievements to the Board of Directors upon request.
B. Subject to the limitations on delegation set out in the Act, the Board may establish any committee or task force it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
4.06 Remuneration of Directors
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director, subject to the following:
A. Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties.
B. Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to CALL in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is:
considered reasonable by the Board;
approved by the Board for payment by a resolution passed before such payment is made; and
in compliance with the conflict-of-interest provisions of the Act.
Section 5 – Board Meetings
5.01 Calling of Meetings
Meetings of the Board of Directors may be called by the President or any two Directors at any time and any place on notice as required by this by-law, provided that, for the first organizational meeting following incorporation, an incorporator or a Director may call the first meeting of the Directors by giving not less than five days’ notice to each Director, stating the time and place of the meeting.
5.02 Regular Meetings
The Board of Directors may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director; no other notice shall be required for any such meetings.
5.03 Notice
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this by-law to every Director of CALL not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of CALL.
5.04 President
The President shall preside at Board meetings. In the absence of the President, the Directors present shall choose one of them to act as the President.
5.05 Voting
Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the President shall not have a second or casting vote.
5.06 Participation by Telephone or Other Communications Facilities
If all of the Directors of CALL consent, a Director may participate in a meeting of the Board or of a committee by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.
Section 6 – Financial
6.01 Banking
The Board shall by resolution from time to time designate the bank in which the money, bonds, or other securities of CALL shall be placed for safekeeping.
6.02 Financial Year
The financial year of CALL ends on October 31 in each year or on such other date as the Board may from time to time by resolution determine.
Section 7 – Officers
7.01 Officers
The Board shall appoint from among the Directors a President, Treasurer, and Secretary at its first meeting following the annual meeting of CALL. The office of Treasurer and Secretary may be held by the same person and may be known as the Secretary-Treasurer. The Board may appoint such other officers and agents as it deems necessary, who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
7.02 Office Held at Board’s Discretion
Any Officer shall cease to hold office upon resolution of the Board.
7.03 Duties of the Officers
Officers shall be responsible for the duties assigned to them by the Board.
7.04 Duties of the Chair
The Chair shall perform the duties described in Sections 3.05 and 9.05, and such other duties as may be required by law or as the Board may determine from time to time.
7.05 Duties of the President
The President shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.
7.06 Duties of the Treasurer
The Treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
7.07 Duties of the Secretary
The Secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.
Section 8 – Protection of Directors and Others
8.01 Protection of Directors and Officers
No Director, Officer, or committee member of CALL is liable for the acts, neglects, or defaults of any other Director, Officer, committee member, or employee of CALL or for joining in any receipt or for any loss, damage, or expense happening to CALL through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of CALL, or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to CALL shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person, firm, or corporation with whom or which any amounts of money, securities, or effects shall be lodged or deposited, or for any other loss, damage, or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust, provided that they have:
A. Complied with the Act and CALL’s articles and By-laws, and
B. Exercised their powers and discharged their duties in accordance with the Act.
Section 9 – Conflict of Interest
9.01 Conflict of Interest
A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with CALL shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.
Section 10 – Notices
10.01 Service
Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be provided by telephone, delivered personally, or sent by prepaid mail, facsimile, email, or other electronic means to any such Member or Director at their latest address as shown in the records of CALL and to the auditor or the person who has been appointed to conduct a review engagement at its business address. If no address is given, then notice shall be sent to the last address of such Member or Director known to the Secretary. Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
10.02 Computation of Time
Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless otherwise provided, be counted in such number of days or other period.
10.03 Error or Omission in Giving Notice
No error or accidental omission in giving notice of any Board meeting or any Class A Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.
Section 11 – Adoption and Amendment of By-laws
11.01 Amendments to By-laws
The Class A Members may from time to time amend this by-law by a majority of the votes cast. The Board may from time to time, in accordance with the Act, pass or amend this by-law, other than a provision respecting the transfer of membership or to change the method of voting by Members not in attendance at a meeting of Members.
Section 12 – Liquidation of the Association
12.01 Liquidation of the Association
The majority of incorporators named in the Form 4001 Articles of Incorporation of the Canadian Association of the Last Luminary can vote for the liquidation of the Association after a process of presenting the reasons with a written document to all of the incorporators.
Any property remaining on liquidation of the Association, after the discharge of liabilities, shall be distributed to one or more qualified Islamic Mosques or Islamic schools within Canada.
Enacted 22-June-2020
Signed by:
Hamidreza Mohebbi
Mahmood Yaghtin
Zainab Abedininasab
Schedule A – Position Description of the President
Role Statement
The President provides leadership to the Board, ensures the integrity of the Board’s process, and represents the Board to outside parties. The President coordinates Board activities in fulfilling its governance responsibilities and facilitates cooperative relationships among Directors and between the Board and senior management (if any) of CALL. The President ensures the Board discusses all matters relating to the Board’s mandate.
Responsibilities
Agendas
Establish agendas aligned with annual Board goals. Ensure meetings are effective and efficient for the performance of governance work. Ensure that a schedule of Board meetings is prepared annually.Direction
Serve as the Board’s central point of communication with senior management (if any) of CALL; provide guidance to senior management regarding the Board’s expectations and concerns. In collaboration with senior management, develop standards for Board decision-support packages.Performance Appraisal
Lead the Board in monitoring and evaluating the performance of senior management (if any) through an annual process.Work Plan
Ensure that a Board work plan is developed and implemented that includes annual goals for the Board and embraces continuous improvement.Representation
Serve as the Board’s primary contact with the public.Reporting
Report regularly to the Board on issues relevant to its governance responsibilities.Board Conduct
Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct.Mentorship
Serve as a mentor to other Directors. Ensure that all Directors contribute fully. Address issues associated with the underperformance of individual Directors.Succession Planning
Ensure succession planning occurs for senior management (if any) and Board.Committee Membership
Serve as a member on all executive committees.
Schedule B – Position Description of the Treasurer
Role Statement
The Treasurer works collaboratively with the President and senior management (if any) to support the Board in achieving its fiduciary responsibilities.
Responsibilities
Custody of Funds
The Treasurer shall have custody of the funds and securities of CALL and shall keep full and accurate accounts of all assets, liabilities, receipts, and disbursements of CALL in the books belonging to CALL. The Treasurer shall deposit all monies, securities, and other valuable effects in the name and to the credit of CALL in such chartered bank or trust company (or, in the case of securities, in such registered dealer in securities) as may be designated by the Board from time to time.Disbursements and Accounting
The Treasurer shall disburse the funds of CALL as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the Chair and Directors at the regular meeting of the Board (or whenever they may require it) an accounting of all transactions and a statement of the financial position of CALL. The Treasurer shall also perform such other duties as may be directed by the Board.Board Conduct
Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.Mentorship
Serve as a mentor to other Directors.Financial Statement
Present to the Class A Members at the annual meeting, as part of the annual report, the financial statement of CALL approved by the Board together with the report of the auditor or of the person who has conducted the review engagement, as the case may be.
Schedule C – Position Description of the Secretary
Role Statement
The Secretary works collaboratively with the President to support the Board in fulfilling its fiduciary responsibilities.
Responsibilities
Board Conduct
Support the President in maintaining a high standard for Board conduct and uphold policies and By-laws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.Document Management
Keep a roll of the names and addresses of the Members. Ensure the proper recording and maintenance of minutes of all meetings of CALL, the Board, and Board committees. Attend to correspondence on behalf of the Board. Have custody of all minute books, documents, registers, and the seal of CALL, ensuring they are maintained as required by law. Ensure that all reports are prepared and filed as required by law or requested by the Board.Meetings
Give such notice as required by the By-laws of all meetings of CALL, the Board, and Board committees. Attend all meetings of CALL, the Board, and Board committees.