IN THE NAME OF ALLAH,
THE BENEFICIENT, THE MERCIFUL.
BYLAWS OF THE ISLAMIC CENTRE OF SOUTHWEST ONTARIO
(Revised and Approved)
The Islamic Centre of Southwest Ontario
The name of the organization shall be the Islamic Centre of Southwest Ontario, hereafter referred to as the Corporation.
The Corporation shall be a non-profit, religious, and charitable organization.
- To promote and advance the pillars of the religion of Islam by practicing the observances, tenets, and doctrines associated with that faith;
- To provide religious education and foster understanding of the principles and values of the religion of Islam;
- The membership shall consist of persons, who are Canadian citizens or landed immigrants, who are permanent residents in Canada and who are eighteen years of age and over; who subscribe to the ideals and objectives of the Corporation and who are admitted as members by the membership committee of the Board of Directors. Membership is not transferable.
- There shall be three classes of membership:
- Family: Adult members of a household who reside at the same address and are participants in the activities of the Corporation and are admitted as members by the membership committee of the Board of Directors. Available for an annual donation as based on the requirements of the Board of Directors. Family membership entitles the household to two votes at Annual and Special meetings of the General Members of the Corporation provided the criteria of Section 8.1 are met. For clarity, members of a household that holds a Family Membership is not entitled to hold Individual Memberships in the Corporation.
- Individual: Participants in the activities of the Corporation and who are admitted as members by the membership committee of the Board of Directors. Available for an annual donation as based on requirements established by the Board of Directors. Individual membership entitles the holder to one vote at any Annual or Special meeting of the Corporation provided the criteria of Section 8.1 is met.
- Honorary: Awarded, at the discretion of the Board of Directors, to those who have performed an outstanding service or made a significant contribution. Honorary members of the Corporation are not entitled to a vote at any meetings of the members.
- The term of all memberships of the Corporation shall commence on January 1 and terminate on December 31 each year.
- The aggregate membership of the Corporation and the membership in each class of membership shall be determined and established 6 months prior to the Annual General Meeting.
- Each member shall be informed by the Secretary of his/her admission as a member.
- Members may resign by written resignation, which shall be effective upon acceptance by the Executive Committee. In case of resignation, a member shall remain liable for payment of any obligation to the Corporation made prior to the resignation.
- A membership in the Corporation is terminated when:
- the member dies or resigns;
- the member is expelled or his or her membership is otherwise terminated in accordance with the Articles or By-laws;
- the member’s term of membership expires; or
- the Corporation is liquidated and dissolved under the Act.
The Secretary shall notify the members of the contributions of pledges an any time payable by them and, if any are not paid within sixty (60) day of the date of such notice, the members in default shall automatically cease to have the privileges of members of the Corporation, but any such members, may upon payment of all unpaid pledges, be reinstated by a majority vote of the Executive Committee.
1.10. The Corporation shall have the following organizational structure:
a) General Membership which shall be composed of the Family, Individual and Honorary members;
b) Board of Directors which shall be composed of a maximum of nine (9) voting Directors elected by the General Membership for a maximum of two (2) consecutive three (3) year terms and one (1) non-voting ex-officio director, the past president of the Corporation;
c) Executive Committee which shall be composed of four (4) Officers, elected by the Board of Directors
MEETINGS OF THE MEMBERS
1.11. The annual or any other meeting of the general membership shall be held at the head office of the Corporation or elsewhere in Southwestern Ontario, as the Board of Directors may determine and on such day as the directors shall appoint in the month of October of each year.
1.12. At every annual meeting, in addition to any other business that may be transacted, the report of the President, the audited financial statements and the appointment of the auditors for the ensuing year shall be presented.
1.13. The Board of Directors shall have the power to call, at any time, a meeting of the General Membership of the Corporation.
1.14. No public notice nor advertisement of meetings of the General Membership, annual or general, shall be required, but notice of the time and place of every such meeting shall be given by sending notice by mail to the General Membership, fifteen (15) days before the time fixed for holding such meeting.
1.15. Quorum for a meeting of the general membership shall be ten percent (10%) of all members entitled to vote at a meeting of the members. If quorum is not obtained for a meeting of the members, then the Board of Directors shall call a second meeting of the members and notwithstanding anything else contained in these by-laws, the members attending the second meeting of the members shall constitute a quorum.
1.16. Meetings of the Members shall be conducted in accordance with the rules of parliamentary procedure.
VOTING OF MEMBERS
1.17. Only members who have been in good standing for an uninterrupted period of three years are voting members and are allowed to cast a vote at any annual or special meeting of the membership of the corporation. For clarity, members who have been in good standing under any previous By-Law shall be deemed to be in good standing at the date of enactment of this By-Law and the time that any members have been in good standing under a previous By-Law shall count towards the three-year period required under this section.
1.18. Except as provided otherwise in the by-laws, every question shall be determined by a majority vote of the General Membership. In the event of a tied vote at a meeting of the members, the Chair of the Board of Directors (or his or her alternate) shall have a casting vote. Voting at meetings of members need not be by written ballot, except where a ballot is demanded by a member entitled to vote at the meeting.
BOARD OF DIRECTORS
1.19. The affairs of the Corporation shall be managed by a Board of Directors, each of whom at the time of the election shall meet the criteria in Section 10.1. There shall be nine (9) voting directors and one (1) non-voting ex-officio director, the past president of the Corporation. For clarity, the Board of Directors at the time of the passing of this By-Law shall be deemed to be validly elected and will continue to serve until the next annual general meeting of the Corporation at which time the next election for the Board of Directors will be held under the provisions of this By-Law.
1.20. To provide continuity and a smooth transition of the Corporation’s affairs, the past president shall be appointed as an ex-officio member of the Board of Directors for a one-year term. The ex-officio member of the board shall be a non-voting member.
1.21. The directors shall receive no remunerations for acting as directors. They may be compensated for any expenses incurred in carrying out their responsibilities.
ELECTION – BOARD OF DIRECTORS
- Only Members who have shown commitment and contribution to the Corporation and have been in good standing for an uninterrupted period of three years may be nominated to be on the Board of Directors of the Corporation.
- No employee of the Corporation shall be eligible for nomination or election to the Board of Directors.
- The Board of Directors shall annually appoint an election committee of three (3) members from among the members of the Corporation for the nomination of the Board of Directors.
- Directors shall be elected for a maximum of six (6) years. A minimum of two (2) new directors shall be elected annually. If there are otherwise no vacancies on the Board of Directors, the two longest serving directors shall resign.
- The election committee shall nominate a slate of a minimum of two (2) candidates for the Board of Directors of the Corporation, taking into account the diversity and inclusivity of the membership and qualifications for the positions.
- Nominations for Board of Directors shall be made as follows:
- Members of the Election Committee will not be eligible for nomination to the Board of Directors.
- The Election committee shall advise the membership, a minimum of sixty (60) days of the date set for the election, that the committee will receive nominations for directors of the Corporation.
- Nominations shall receive the endorsement of a minimum of five (5) members with the consent of the nominee. Nominations shall cease thirty (30) days prior to the Annual General Meeting.
- Election committee shall screen the nominees to verify qualifications, security check, adherence to the mission and vision of the Corporation and community service.
- The Election Committee shall select, based on criteria agreed upon by the Board of Directors, candidates from the list of nominations and advise the membership of the list of candidates at least 15 days prior to the annual general meeting
- The election procedures shall be as follows:
- The Election Committee shall advise the General Membership, by mail at least fifteen (15) days before the election, of the candidates for election to the Board of Directors, together with a brief biographical profile and qualifications prepared by each candidate and reviewed by the Election Committee.
- The Election Committee shall prepare and post a list of eligible voters forty-five (45) days before the date of the election. Eligible voters are those members who meet the criteria in Section 8.1 and are in good standing on December 31 of the year prior to the Annual General Meeting.
- The Election Committee shall be responsible for preparing ballots and distributing ballots to eligible voters.
- The ballots shall be collected by the Election Committee, who shall count and tabulate the results and report to the General Membership and the Board of Directors.
- Where there are no nominations by the membership, the nominees screened and selected by the Election Committee shall be presented at the Annual General Meeting for election.
- The candidates receiving the greatest number of votes shall be elected to the Board of Directors.
- Newly elected members will join the Board of Directors at a meeting following the Annual General Meeting.
POWERS, BOARD OF DIRECTORS
1.30. The directors of the Corporation shall administer the affairs of the Corporation in all matters, make or cause to be made for the Corporation, in its name, any contracts that the Corporation may lawfully enter into.
1.31. The Board of Directors may take steps to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, bequests, endowments, and donations in accordance with Canada Revenue Agency’s requirements, for the purpose of furthering the objectives of the Corporation. Disposal of all long-term assets shall be in accordance with paragraph 11.3
1.32. The Corporation may sell, exchange securities, lands and buildings with approval of two-thirds of the votes of the General Membership cast at a Special or Annual General meeting in accordance with the requirements of the Corporations Act.
1.33. The Board of Directors shall examine and approve the annual budget as presented by the Executive Committee. Such approval shall constitute authority for the Executive Committee to make expenditures in accordance with the approved budget. Amendments to the approved budget must be approved by the Board of Directors.
1.34. The Board of Directors shall have the authority to remove a member from the membership roles of the Corporation, if such member does not comply with the spirit and intent of the Corporation or who brings the Corporation in to disrepute. The decision shall require two-thirds majority vote of Directors present and voting. The member shall have been given notice of a complaint at least fifteen (15) days prior to the meeting and shall have an opportunity to make presentations, orally or in writing to the Board of Directors. The decision of the Board of Directors may be appealed to a three (3) member review committee composed of one director, a member appointed by the Board of Directors and a member appointed by the appellant and shall govern itself in accordance with regulations and a code of conduct prepared and approved by the Board of Directors. For the purposes of this section, a member appointed to the member review committee must meet the criteria laid out in Section 8.1.
1.35. The Board of Directors may exercise all other such powers and do all such other acts as the Corporation is, by its charter or otherwise, authorized to do.
1.36. The Board of Directors shall approve the admission of all new members to the Corporation and may delegate the approval of new members to a membership committee composed of members of the Board of Directors.
1.37. The Board of Directors may delegate its administrative responsibilities to the Executive Committee. Actions of the Executive Committee shall be ratified by the Board of Directors at a subsequent directors meeting.
1.38. The Board of Directors may appoint committees and advisory bodies, whose members shall hold office as directed by the Board of Directors, but under no circumstances shall any advisory body exercise any powers reserved for the Board of Directors under statute, the Letters Patent of the Corporation, or these by-laws.
QUOROM AND MEETINGS, BOARD OF DIRECTORS
1.39. The quorum for the Board of Directors, for the transaction of business, shall be five (5) members or one-half (1/2) of the members of the Board of Directors, whichever is greater. In the event of a tied vote, the Chair of the Board Directors shall have a casting vote to break any tie.
1.40. The Board of Directors may hold its meetings at such place or places as it may from time to time determine.
1.41. The directors may consider or transact any business, either special or general, at any meeting of the Board of Directors.
1.42. No formal notice of any such meeting shall be necessary if all the directors are present or if those absent have signified their consent to the meeting being held in their absence.
1.43. Directors meetings may be called by the President by phone or text. Special meetings shall be called by the Secretary on the written direction of over half of the directors. Such meetings shall be called within fifteen (15) days of the direction being received by the Secretary.
1.44. The Board of Directors may appoint a day or days in any month or months for regular meetings at an hour to be named and no notice need be sent of such regular meetings.
1.45. A directors’ meeting may also be held, without notice, immediately following the annual meeting of the Corporation.
1.46. Notice of meeting, except as permitted elsewhere in the by-laws, shall be delivered or telephoned to each director not less than ten (10) days before the meeting.
1.47. Meetings held by the teleconference may be held on three days (3) prior notice.
1.48. The declaration of the Secretary or President that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of such notice.
1.49. There shall be a minimum of eight (8) meetings of the Board of Directors each year.
1.50. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken there at and any director may at anytime waive notice of any such meetings and may ratify, approve and confirm any and all proceedings taken or had thereat.
1.51. For the purpose of sending notice to any director or officer for any meeting or otherwise, the address of any director or officer shall be their last address recorded in the books of the Corporation.
VOTING, BOARD OF DIRECTORS
1.52. Questions, arising at any meeting of the Board of Directors, shall be decided by a majority of votes of the directors, except as otherwise provided in the by-laws. The Chairperson shall not vote, except in case of a tie, in which case, the Chairperson shall have a casting vote.
1.53. All votes shall be taken by the show of hands, unless a vote by secret ballot is demanded by a director present.
1.54. Whenever present, the President shall act as the Chairperson of all meetings of the directors. In the absence of the President, the Chairperson’s duties will be performed by the Vice President or such other director as the Board of Directors may from time to time appoint for the purpose.
VACANCIES, BOARD OF DIRECTORS
1.55. Vacancies on the Board of Directors, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Corporation, if they shall see fit to do so; otherwise such vacancy shall be filled at the next Special meeting or Annual meeting.
1.56. A director may be removed, at a meeting of the Board of Directors by a three-quarters (3/4) majority vote of the Board. The director shall be advised, in writing, at least twenty-one (21) days in advance of the Board meeting, of the reasons that the Board contemplates his/her removal.
1.57. If there is not a quorum of directors, the remaining directors shall forthwith call an election, in accordance with clause 10 to fill the vacancy.
DISCLOSURE- CONFLICT OF INTEREST
A director or officer of the Corporation who is a party to, or who is a director or an officer of, or has a material interest in any person who is a party to, a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose in writing to the Corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest. Disclosure, as aforesaid, shall be made at the time and in the manner required by the Act, and a director so having an interest in a contract or transaction shall, unless expressly permitted by the Act, not vote on any resolution to approve the contract or transaction.
1.58. The Board of Directors, may its discretion, appoint an Advisory Board for consideration of matters that in the opinion of the Board of Directors may have negative impact on the objectives or goals of the Corporation.
OFFICERS OF THE CORPORATION
1.59. The Officers of the Corporation shall be a President, a Vice President, a Secretary and a Treasurer. The Officers of the Corporation shall office at the pleasure of the Board of Directors and may be removed by a resolution of the Board.
1.60. The officers shall constitute the Executive Committee of the Corporation.
ELECTION, EXECUTIVE COMMITTEE
1.61. At the Board of Directors meeting held in April, the Officers, except as provided otherwise in the by-laws, shall be elected by the Board of Directors from its members for a three year term,
1.62. An Officer shall not hold office on the Executive committee for more than six (6) consecutive years.
1.63. The President and Vice President positions shall be filled from the Board of Directors. The Treasurer and Secretary positions shall be filled by qualified members of the Board of Directors. However, should no Board members qualify, the Treasurer and Secretary may be appointed by the Board of Directors from the General Membership. In such case, appointed officers from outside the board shall be non-voting members when attending board meetings.
POWERS, EXECUTIVE COMMITTEE
1.64. 19.1 The Board of Directors may, in their discretion, request that the Executive Committee exercise the following powers:
a) Give direction and guidance in carrying out the affairs of the Corporation and in implementing the policy decisions of the Board of Directors;
b) Be empowered to authorize the proper officers of the Corporation to enter into any agreement, contracts, lease or engagement in furtherance of the ordinary business of the Corporation, subject to the limitations and conditions as may be specified by the Board of Directors;
c) Perform all other duties and obligations and exercise all other prerogatives of the Board of Directors, subject to subsequent confirmation of the Board of Directors of all such actions, except all such duties, obligations and prerogatives that must by law be undertaken by the Board of Directors.
1.65. The Executive Committee 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 Board of Directors meeting, when they shall be confirmed. Failing such confirmation by the Board of Directors, the rules and regulations shall at and from that time cease to have any force or effect.
1.66. The Executive Committee shall keep an accurate record of all decisions made or actions taken by it, which record shall be regularly and promptly submitted to the directors for information and for approval at the next ensuing meeting of the Board of Directors.
1.67. The Executive Committee may appoint such agents and engage such employees, as it shall deem necessary from time to time. Such persons shall have such authority and shall perform such duties as shall be prescribed by the Executive Committee.
1.68. The remuneration of all agents and employees shall be fixed by the Executive Committee provided such remunerations are within the approved annual budget.
QUOROM AND MEETINGS, EXECUTIVE COMMITTEE
1.69. The quorum for the Executive Committee, for the transaction of business, shall be three members of the Executive Committee
1.70. The Executive Committee meetings shall be conducted in accordance with the same regulations provided in the by-laws for the Board of Directors’ meetings.
1.71. Meetings of the Executive Committee may be held at any time and place to be determined by the President.
1.72. A meeting of the Executive Committee shall be called by the Secretary on the written request of two (2) members of the Executive Committee.
1.73. Notice of such meetings shall be delivered to each member of the Executive Committee not less than seven (7) days before the meeting, except that meetings held by teleconference may be held on three (3) days prior notice.
1.74. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee shall invalidate such meeting or make void any proceedings taken thereat and any officer may at anytime waive notice of any such meetings and may ratify, approve and confirm any and all proceedings taken or had thereat.
1.75. For the purpose of sending notice to any officer for any meeting or otherwise, the address of any officer shall be his last address recorded in the books of the Corporation.
VOTING, EXECUTIVE COMMITTEE
1.76. Questions, arising at any meeting of the Executive Committee, shall be decided by a majority of votes of the officers. The Chairperson shall not vote, except in case of a tie, in which case, the Chairperson shall have a casting vote.
1.77. All votes shall be taken by assent or dissent, unless a vote by ballot is demanded by an officer present.
1.78. Whenever present, the President shall act as the Chairperson of all meetings of the Executive Committee. In the absence of the President, the Vice President will perform the duties or such other officer as the Executive Committee may from time to time appoint for the purpose.
VACANCIES, EXECUTIVE COMMITTEE
1.79. Vacancies on the Executive Committee, however caused, may, be filled by the directors from among the Board of Directors.
1.80. An officer may be removed, for cause, at a meeting of the Board of Directors by a three-quarter (3/4) majority vote of the Board. The officer shall be advised, in writing, at least twenty-one (21) days in advance of the Board meeting, of the reasons that the Board contemplates his removal.
1.81. Every member of the Board of the Directors, Executive Board and Advisory Board shall sign a confidentiality agreement.
1.82. The Board of Directors shall determine issues of confidentiality
1.83. Any breach of confidentiality by any member shall result in immediate dismissal
1.84. The Board of Directors, Officers and Members of the Advisory Board of the Corporation and their heirs, executors and administrators and estates, respectively, shall be indemnified and saved harmless out of the funds of the Corporation from and against:
1.85. All costs, charges and expenses, whatsoever, which such Director, officer and member of the Advisory Board sustains or incurs in or about any action, suit or proceedings, which is brought or prosecuted against his/her in respect of any act done or permitted by his/her in or about the execution of his duties as a director or officer;
1.86. All other costs, charges and expenses which such Director, officer and member of the Advisory Board sustains or incurs, in or about, or in relation to the affairs of the Corporation, except such costs, other charges or expenses as are occasioned by his own wilful neglect or default.
DUTIES OF THE PRESIDENT
1.87. The President shall, when present, preside at all meetings of the members of the Corporation, the Board of Directors and of the Executive Committee.
1.88. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation.
1.89. The President, with the Secretary (or other officer appointed by the Board of Directors for the purpose), shall sign all by-laws.
1.90. The President, or his designate, shall represent the Corporation at activities in which the Board of Directors has agreed that the Corporation should participate in.
1.91. The President or the Vice-President, together with the Treasurer, shall sign all purchase orders, cheques and other financial instruments, as authorized by the Board of Directors.
1.92. The President shall coordinate the activities of all committees.
DUTIES OF THE VICE-PRESIDENT
1.93. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President and, in his absence or inability such other director as the Board of Directors may appoint.
1.94. The Vice-Presidents shall perform such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF THE SECRETARY
1.95. The Secretary shall attend all meetings of the Board of Directors and Executive Committee and cause to be recorded all facts and minutes of all proceedings in books kept for that purpose.
1.96. The Secretary shall serve as the registrar of the corporation, maintaining lists of qualified members.
1.97. The Secretary shall give all notices required to be given to members, directors, or officers.
1.98. The Secretary shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation, which shall be delivered up only when authorized by resolution of the Board of Directors to do so and to such persons as may be named in the resolution.
1.99. The Secretary shall perform such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF THE TREASURER
1.100. The Treasurer shall cause to be keeping full and accurate accounts of all records of all receipts and disbursements of the Corporation in proper books of account.
1.101. The Treasurer shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such financial institution or financial institutions as may be designated by the Board of Directors.
1.102. The Treasurer shall disburse the funds of the Corporation under the direction of the Board of Directors, with proper documentation.
1.103. The Treasurer shall render to the Board of Directors and the Executive Committee at the regular meetings and when requested, an account of all transactions and of the financial position of the Corporation.
1.104. The Treasurer shall have the Financial Report prepared and audited at least thirty (30) days prior to the annual meeting, held in April each year.
1.105. The Treasurer shall be Chair of the Finance Committee of the Corporation.
1.106. The Treasurer, together with one other director designated by these by-laws, shall co-sign all financial instruments on behalf of the Corporation, when authorized to do so by the Board of Directors.
EXECUTION OF DOCUMENTS
1.107. Contracts, engagements, transfers and licences, on behalf of the Corporation, shall be signed by either the President or Vice-President and by the Secretary or Treasurer and the Secretary shall affix the seal of the Corporation to such instruments as required.
1.108. Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time, by resolution, direct the manner in which the person or persons by whom any particular contract, obligation or instrument of the Corporation may or shall be executed.
All cheques, bills of exchange or other orders for payment of money, notes or other evidence of indebtedness issued by the Corporation, shall be signed by the President or Vice-President and the Treasurer or such other officers or agents and in such manner as shall be determined by resolution of the Board of Directors, in the absence of the Treasurer.
The directors have the authority to borrow or otherwise encumber the assets or property of the Corporation only to fund current operating expenses upon being confirmed being approved by two-thirds of the votes cast by the General Membership at a special meeting of the General Membership duly called for that purpose.
1.109. The directors may, in their discretion, appoint such other committees, as they deem fit and proper to facilitate the carrying out of the affairs of the Corporation.
1.110. The terms and provisions governing membership and operations of such committees shall be established by the directors at the time of the appointment of such committees.
1.111. Without limiting the generality of the foregoing, the directors shall appoint the following standing committees:
a) Finance: responsible for raising funds, distribution of Zakat, collecting donations, creating budgets, monitoring expenditures, documentation and reporting, memberships
b) Building and Maintenance: responsible for property maintenance and upkeep, planning and budgeting for future expansions
c) Publication, Public Relations and Media: responsible for all external communications, upkeep of webpage and social media accounts, community collaborations and outreach,
d) Planning and Development: responsible for establishing paths for long term goals for the Corporation
e) Program: responsible to create and administer new programs that adhere to the mission and vision of the Centre
f) Social: responsible for community events and kitchen activities
g) Education: responsible for all programs related to education for children/youth/adults
h) Youth: responsible for creating all programs encouraging youth membership and involvement
i) Cemetery: responsible for liaison with the Islamic Cemetery of London.
1.112. It is with the understanding that ALL committees will collaboratively work together to ensure success of all activities of the Corporation
1.113. A report of all committee meetings will be prepared and submitted to the Secretary for submission to the Board of Directors meeting next following.
1.114. Each member of the Board shall chair a minimum of one committee listed above and will be responsible for recruitment from the community
HEAD OFFICE AND RECORDS
1.115. The head office of the Corporation shall be located in London or vicinity in the Province of Ontario and at such place as the directors may from time to time determine.
1.116. Any records maintained by the Corporation in the regular course of its business, including its register of members, books of account and minute books, may be maintained in a bound or loose-leaf book or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device. The Corporation shall make such records available for inspection under applicable law.
The seal shall be of such form as prescribed by the directors of the Corporation and shall have the words, “The Islamic Centre of Southwest Ontario”, affixed thereon.
Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 31st of December in each year.
1.117. The General Membership shall, at each annual meeting, appoint an auditor for the accounts of the Corporation.
1.118. The auditor shall be appointed at the Annual General Meeting for a period of one year
1.119. Remuneration of the auditor shall be approved by the Board of Directors.
1.120. Notwithstanding anything herein contained, in the event of dissolution or winding up of the Corporation, the General Membership shall cause all assets of the Corporation available for distribution to be transferred to a non-profit charitable corporation situated in Ontario and devoted to the objectives of the Corporation.
1.121. After consultation with The General Membership, the Board of Directors by simple majority vote, at a specially convened meeting, shall determine the organization to receive the assets of the Corporation.
BOOKS AND RECORDS
The Directors shall see that all necessary books and records of the Corporation, required in the by-laws of the Corporation, or by any applicable statute or law are regularly and properly kept, in a location designated by the Board of Directors.
1.122. Any meetings of the Corporation, of the Board of Directors or of the Executive Committee may be adjourned at any time and from time to time and any such business may be transacted at such adjourned meeting as might have been transacted at the original meeting.
1.123. No notice shall be required of any such adjournment.
1.124. Such adjournment may be made, notwithstanding that no quorum is present
ALTERATION OF BY-LAWS
1.125. Any amendments to the by-laws shall be proposed by special resolution of the Board of Directors.
1.126. Such resolutions shall receive a two-thirds (2/3) of the votes of all the directors, signifying approval of the special resolution, prior to being submitted to the General Membership.
1.127. Such resolutions shall be submitted to the General Membership for approval at a special meeting of the General Membership duly called for that purpose. General Membership shall be advised of the existing by-law provision and proposed relevant by-law amendment and the reasons for the amendment, thirty (30) days prior to any meeting.
1.128. Amendments shall be adopted should two-thirds (2/3) of the ballots cast, by General Membership, signify approval of the special resolution at a special meeting of the General Membership duly called for such purpose.
In these by-laws and any other by-laws of the Corporation hereafter passed, unless the context requires otherwise, words importing the singular number or the masculine gender shall include the plural number or the female gender, as the case may be, and vice versa and references to persons shall include firms and corporations.
REPEAL OF PRIOR BY-LAWS
Upon this by-law being passed by the directors and confirmed by the General Membership of the Corporation, all other previous by-laws of the Corporation shall be repealed, without any prejudice to any action heretofore taken under the authority of such repealed by-laws.