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Mission
1. The mission of the Corporation is to promote, support and encourage
the Portuguese Culture through educational and social programs for its.
Objectives
2. The objectives of the Corporation are to:
- Maintain and develop cultural activities focused
on the preservation and developmentof Portuguese Culture, and to propagate
it to the youth of the Portuguese descent;
- Teach and promote Portuguese language, literature,
geography and history;
- Promote citizenship and integration in mainstream
society;
- Promote youth activities with an emphasis on promoting
continuing education; and,
- Promote participation in general community activities
for the benefit of society in general.
Name
3. The corporate name of the Corporation is Portuguese House of Arts
and Culture Inc. In
English Portuguese House of Arts and Culture.
Corporate Seal
4. The seal, an impression whereof is stamped in the margin hereof,
shall be the seal of the
corporation (seal need not be imprinted until after incorporation).
Head Office
5. Until changed in accordance with the Act, the Head Office of the
corporation shall be in the City of Gatineau in the Province of Quebec.
The Corporation may establish and maintain, in addition to its registered
office and principal place of business, such other offices, places of
business, branch offices and agencies elsewhere, within Canada, as the
Board of Directors may determine, from time to time, by resolution.
Conditions
of Membership
6. Membership in the corporation shall be limited to persons or organizations
interested in furthering the objects of the corporation and shall consist
of anyone whose application for admission as a member has received the
approval of the board of directors of the corporation.
7. Memberships shall consist of the following classes of memberships:
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a. |
Charter Member–
An Individual or organization that contributes $1,000 or more. |
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b. |
Founding Member
– An Individual involved in the planning and creation of theorganization
and pays the Membership Fees within 7 days of incorporation and
maintains their membership up to date in paying the Membership Fees
in any given calendar year. |
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c. |
Corporate Member–
Members that are from industry or other legal organizations. An
Individual must be designated as the representative for the organization.
The entity must
advise the Corporation of a change of individuals. |
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d. |
Regular Member
– An Eligible Individual whose application is approved. |
8. An “Eligible Individual”
is defined to be a person:
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a. |
Of Portuguese-Canadian
descent or married to someone of Portuguese-Canadian descent; and, |
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b. |
Of age of majority. |
9. Membership fees are set by the board
of directors and may be amended from time to time.
Membership fees are initially set at:
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a. |
Charter Member –
Contribution of $1,000 or more, which is made within one year from
the incorporation date of the Casa Portuguesa – entitled to
1 vote. |
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b. |
Founding Member –
$75 per annum – entitled to 1 vote. |
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c. |
Corporate Member –
$250 per annum – entitled to 1 vote. |
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d. |
Regular Member –
$75 per annum – entitled to 1 vote. |
10. Membership fees will be pro-rated
during the initial year of membership based on the number of full months
remaining in the calendar year. For example, an Individual applying
for a Regular
membership in August would pay $25 for the remainder of the calendar
year, that is 4/12 th of an annual membership.
11. Memberships are valid for one (1) calendar year, except for Charter
memberships, which are valid for four (4) calendar years including partial
years.
12. Any member may withdraw from the corporation by delivering to the
secretary of the corporation a written resignation, however, the membership
fees will be forfeited.
13. Any member may be required to resign by a vote of three-quarters
(3/4) of the members at an annual meeting or one hundred percent of
the board of directors. In the case of a requested resignation a pro-rata
of the membership fees will be reimbursed.
Members' Meetings
14. The annual or any other general meeting of the members shall be
held within 180 days after the end of the corporation's fiscal year,
in the city where the head office of the corporation is situated.
15. At every annual meeting, in addition to any other business that
may be transacted, the report of the directors, the financial statement
and the report of the auditors shall be presented and auditors appointed
for the ensuing year. The members may consider and transact any business
either special or general at any meeting of the members, subject to
having been included in the notice of meeting. The board of directors
or the president shall have power to call, at any time, a general meeting
of the members of the corporation. The board of directors shall call
a special general meeting of members on written requisition of members
carrying not less than 10% of the voting rights. Three members present
in person at a meeting will constitute a quorum.
16. Fourteen (14) days' written notice shall be given to each voting
member of any annual or special general meeting of members. Notice of
each meeting of members must remind the member if he has the right to
vote by proxy.
Each voting member present at a meeting shall have the right to exercise
one vote. A member may, by means of a written proxy, appoint a proxy
holder to attend and act at a specific meeting
of members, in the manner and to the extent authorized by the proxy.
A proxy holder must be a member of the corporation.
17. A majority of the votes cast by the members present and carrying
voting rights shall determine the questions in meetings except where
the vote or consent of a greater number of members is required by the
Act or these By-laws.
18. No error or omission in giving notice of any annual or general meeting
or any adjourned meeting, whether annual or general, of the members
of the corporation shall invalidate such meeting or make void any proceedings
taken thereat and any member may at any time waive notice of any such
meeting and may ratify, approve and confirm any or all proceedings taken
or had thereat. For purpose of sending notice to any member, director
or officer for any meeting or otherwise, the address of the member,
director or officer shall be his last address recorded in the books
of the corporation. It is the responsibility of each member to ensure
that the last address recorded in the books of the corporation is up-to-date.
19. Subject to the discretion of the Board, the Agenda of the annual
meeting of the members may be structured as follows:
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a. |
meeting called to order; |
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b. |
reading of notice, if
any; |
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c. |
reading of the minutes
of the last annual meeting and of the special meetings of members
held since, if any, and, if deemed appropriate, approval thereof; |
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d. |
filing of the annual
report of the directors, if any; |
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e. |
filing of the balance
sheet and statement of income and expenditures; |
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f. |
a report on the year
in review by the president on behalf of the Board; |
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g. |
election of new directors; |
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h. |
appointment of the auditors
and determination of their remuneration, if applicable; |
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i. |
approval, ratification,
sanction and confirmation, provided that mention thereof was made
in the notice, of the enactment, repeal or amendment of by-laws,
if any; |
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j. |
other business, if any,
provided that mention thereof was made in the notice; and |
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k. |
termination of meeting. |
Board of Directors
20. The property and business of the corporation shall be managed by
a board of directors, comprised of a minimum of three directors. The
number of directors shall be determined from time to time by a majority
of the directors at a meeting of the board of directors and sanctioned
by an affirmative vote of at least two-thirds (2/3) of the members at
a meeting duly called for the purpose of determining the number of directors
to be elected to the board of directors. Directors must be individuals,
18 years of age, with power under law to contract and a Member of the
Corporation.
21. The applicants for incorporation shall become the first directors
of the corporation whose term of office on the board of directors shall
continue until their successors are elected. At the first meeting of
members, the board of directors then elected shall replace the provisional
directors named in the Letters Patent of the corporation.
22. To allow for a smoother transition, directors shall be elected for
a term varying from one (1) to two (2) year(s) by the members at an
annual meeting of members. The members shall, during their first meeting,
before the election of directors, decide on the number of directors
elected for a one (1) year term and for a two (2) year term.
23. The office of director shall be automatically vacated:
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a. |
if at a special general
meeting of members, a resolution is passed by three quarters of
the members present at the meeting that he be removed from office; |
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b. |
if at a special board of directors meeting, a resolution is passed
unanimously by the other directors present at the meeting duly called
for this purpose, that he or she be removed from office; |
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c. |
if the member misses
more than three monthly board of directors meetings over a six (6)
(consecutive) month period, unless the absence is excused by three
quarters of the board of directors; |
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d. |
if a director has resigned
his office by delivering a written resignation to the secretary
of the corporation; |
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e. |
if he is found by a court
to be of unsound mind; |
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f. |
if he becomes bankrupt
or suspends payment or compounds with his creditors; or, |
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g. |
upon his death. |
provided that if any vacancy shall occur
for any reason in this paragraph contained, the board of directors by
majority vote, may, by appointment, fill the vacancy with a member of
the corporation until the next members annual meeting.
24. A majority of the board of directors may appoint a member of the
corporation to fill a vacant directorship position on a temporary basis
until the next member’s annual meeting.
25. The directors shall serve as such without remuneration and no director
shall directly or indirectly receive any profit from his position as
such; provided that a director may be paid reasonable expenses incurred
by him in the performance of his duties. Nothing herein contained shall
be construed to preclude any director from serving the corporation as
an officer or in any other capacity and receiving compensation therefore.
26. A retiring director shall remain in office until the dissolution
or adjournment of the meeting at which his retirement is accepted and
his successor is elected.
Powers of Directors
27. The directors of the corporation may administer the affairs of the
corporation in all things and make or cause to be made for the corporation,
in its name, any kind of contract which the corporation may lawfully
enter into and, save as hereinafter provided, generally, may exercise
all such other powers and do all such other acts and things as the corporation
is by its charter or otherwise authorized to exercise and do.
28. The directors shall have power to authorize expenditures on behalf
of the corporation from time to time and may delegate by resolution
to an officer or officers of the corporation the right to employ and
pay salaries to employees. The directors shall have the power to enter
into a trust arrangement with a trust company for the purpose of creating
a trust fund in which the capital and interest may be made available
for the benefit of promoting the interest of the corporation in
accordance with such terms as the board of directors may prescribe.
The board of directors is hereby authorized, from time to time
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a. |
to borrow money upon
the credit of the corporation, from any bank, corporation, firm
or person, upon such terms, covenants and conditions at such times,
in such sums, to such an extent and in such manner as the board
of directors in its discretion may deem expedient; |
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b. |
to limit or increase
the amount to be borrowed; |
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c. |
to issue or cause to
be issued bonds, debentures or other securities of the corporation
and to pledge or sell the same for such sums, upon such terms, covenants
and conditions and at such prices as may be deemed expedient by
the board of directors; |
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d. |
to secure any such bond,
debentures or other securities, or any other present or future borrowing
or liability of the company, by mortgage, hypothec, charge or pledge
of all or any currently owned or subsequently acquired real and
personal, movable and immovable, property of the corporation, and
the undertaking and rights of the corporation. |
29. The board of directors shall take
such steps as they may deem requisite to enable the corporation to acquire,
accept, solicit or receive legacies, gifts, grants, settlements, bequests,
endowments and donations of any kind whatsoever for the purpose of furthering
the objects of the corporation.
30. The board of directors may appoint such agents and engage such employees
as it shall deem necessary from time to time and such persons shall
have such authority and shall perform such duties as shall be prescribed
by the board of directors at the time of such appointment.
31. Remuneration for all officers, agents and employees and committee
members shall be fixed by the board of directors by resolution. Such
resolution shall have force and effect only until the next meeting of
members when such resolution shall be confirmed by resolution of the
members, or in the absence of such confirmation by the members, then
the remuneration to such officers, agents or employees and committee
members shall cease to be payable from the date of such meeting
of members.
Directors' Meetings
32. Meetings of the board of directors may be held at any time and place
to be determined by the directors provided that a 48 hours written notice
of such meeting shall be given, electronically or by other means, other
than by mail, to each director. Notice by mail shall be sent at least
14 days prior to the meeting. There shall be at least six (6) meetings
per year of the board of directors. No error or omission in giving notice
of any meeting of the board of directors or any adjourned
meeting of the board of directors of the corporation shall invalidate
such meeting or make void any proceedings taken thereat and any director
may at any time waive notice of any such meeting and may ratify, approve
and confirm any or all proceedings taken or had thereat. Each director
is authorized to exercise one (1) vote.
33. A majority of directors in office, from time to time, but no less
than four directors, shall constitute a quorum for meetings of the board
of directors. Any meeting of the board of directors at which a quorum
is present shall be competent to exercise all or any of the authorities,
powers and discretions by or under the by-laws of the corporation.
Indemnities to Directors and Others
34. Every director of the corporation and their heirs, executors and
administrators, and estate and effects, respectively, shall from time
to time and at all times, be indemnified and saved harmless out of the
funds of the corporation, from and against;
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a. |
all costs, charges and expenses which
such director sustains or incurs in or about any action, suit or
proceedings which is brought, commenced or prosecuted against him,
or in respect of any act, deed, matter of thing whatsoever, made,
done or permitted by him, in
or about the execution of the duties of his office or in respect
of any such liability; |
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b. |
all other costs, charges and expenses
which he sustains or incurs in or about or in relation to the affairs
thereof, except such costs, charges or expenses as are occasioned
by his own willful neglect or default.
Officers |
35. The officers of the corporation shall
be a president, vice-president, secretary and treasurer and any such
other officers as the board of directors may by by-law determine. Any
two offices may be held by the same person. Officers need not be directors,
however, they must be members.
36. The president shall be elected at an annual meeting of members.
Officers other than president of the corporation shall be appointed
by resolution of the board of directors at the first meeting of the
board of directors following an annual meeting of members.
37. The officers of the corporation shall hold office for a period of
one (1) or two year(s), as determined by the members from the date of
appointment or election or until their successors are elected or appointed
in their stead. Officers shall be subject to removal by resolution of
the board of directors at any time.
Duties of Officers
38. The president shall be the chief executive officer of the corporation.
He shall preside at all meetings of the corporation and of the board
of directors. He shall have the general and active management of the
affairs of the corporation. He shall see that all orders and resolutions
of the board of directors are carried into effect.
39. The vice-president shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall
perform such other duties as shall from time to time be imposed upon
him by the board of directors.
40. The treasurer shall have the custody of the funds and securities
of the corporation and shall keep full and accurate accounts of all
assets, liabilities, receipts and disbursements of the corporation in
the books belonging to the corporation and shall deposit all monies,
securities and other valuable effects in the name and to the credit
of the corporation in such chartered bank of trust company, or, in the
case of securities, in such registered dealer in securities as may be
designated by the board of directors from time to time. He shall disburse
the funds of the corporation as may be directed by proper authority
taking proper vouchers for such disbursements, and shall render to the
president and directors at the regular meeting of the board of directors,
or whenever they may require it, an accounting of all the transactions
and a statement of the financial position, of the corporation. He shall
also perform such other duties as may from time to time be directed
by the board of directors.
41. The secretary may be empowered by the board of directors, upon resolution
of the board of directors, to carry out his affairs of the corporation
generally under the supervision of the officers thereof and shall attend
all meetings and act as clerk thereof and record all votes and minutes
of all proceedings in the books to be kept for that purpose. He shall
give or cause to be given notice of all meetings of the members and
of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors or president, under whose supervision
he shall be. He shall be custodian of the seal of the corporation, which
he shall deliver only when authorized by a resolution of the board of
directors to do so and to such person or persons as may be named in
the resolution.
42.The duties of all other officers of the corporation shall be such
as the terms of their engagement call for or the board of directors
requires of them.
Committees
43. The board of directors may appoint committees whose members will
hold their offices at the will of the board of directors. The directors
shall determine the duties of such committees and may fix by resolution,
any remuneration to be paid.
Executive Committee
44. At the direction of the Board, there may be an executive committee
composed of up to four directors who shall be appointed by the board
of directors. The executive committee shall exercise such powers as
are authorized by the board of directors. Any executive committee
member may be removed by a majority vote of the board of directors.
Executive committee members shall receive no remuneration for serving
as such, but are entitled to reasonable expenses incurred in the exercise
of their duty.
45. When established, meetings of the executive committee shall be held
at any time and place to be determined by the members of such committee
provided that a forty-eight (48) hours written notice of such meeting
shall be given, electronically or by other means, other than by mail,
to each member of the committee. Notice by mail shall be sent at least
14 days prior to the meeting. No less than 3 members of such committee
shall constitute a quorum. No error or omission in giving notice of
any meeting of the executive committee or any adjourned meeting of the
executive committee of the corporation shall invalidate such meeting
or make void any proceedings taken thereat and any member of such committee
may at any time waive notice of any such meeting and may ratify, approve
and confirm any or all proceedings taken or had thereat.
Execution of Documents
46. Contracts, documents or any instruments in writing requiring the
signature of the corporation, shall be signed by any two officers and
all contracts, documents and instruments in writing so signed shall
be binding upon the corporation without any further authorization or
formality. The directors shall have power from time to time by resolution
to appoint an officer or officers on behalf of the corporation to sign
specific contracts, documents and instruments in writing. The
directors may give the corporation's power of attorney to any registered
dealer in securities for the purposes of the transferring of and dealing
with any stocks, bonds, and other securities of the
corporation. The seal of the corporation when required may be affixed
to contracts, documents and instruments in writing signed as aforesaid
or by any officer or officers appointed by resolution of the board of
directors.
Minutes of Board of Directors (and Executive
Committee)
47. The minutes of the board of directors or the minutes of the executive
committee (when established) shall not be available to the general membership
of the corporation but shall be available to the board of directors,
each of whom shall receive a copy of such minutes.
Financial Year
48. Unless otherwise ordered by the board of directors, the fiscal year
end of the corporation shall be December 31.
Amendment of By-Laws
49. The by-laws of the corporation not embodied in the letters patent
may be repealed or amended by by-law, or a new by-law relating to the
requirements of subsection 155(2) of the Canada Corporations Act
(“Act”), may be enacted by a majority of the directors
at a meeting of the board of directors and sanctioned by an affirmative
vote of at least two-thirds (2/3) of the members present at a meeting
duly called for the purpose of considering the said by-law, provided
that the repeal or amendment of such by-laws shall not be enforced or
acted upon until the approval of the Minister of Industry has been obtained.
Auditors
50. The members shall, at each annual meeting, appoint an auditor to
audit the accounts and annual financial statements of the corporation
for report to the members at the next annual meeting. The auditor shall
hold office until the next annual meeting provided that the directors
may fill any casual vacancy in the office of the auditor.
Books and Records
51. The directors shall see that all necessary books and records of
the corporation required by the by-laws of the corporation or by any
applicable statute or law are regularly and properly kept.
Rules and Regulations
52. The board of directors may prescribe such rules and regulations
not inconsistent with these by-laws relating to the management and operation
of the corporation as they deem expedient, provided that such rules
and regulations shall have force and effect only until the next annual
meeting of the members of the corporation when they shall be confirmed,
and failing such confirmation at such annual meeting of members, shall
at and from that time cease to have any
force and effect.
Dissolution
53. In case of dissolution of the corporation, the assets or proceeds
thereof, net of settlement of any liabilities, will be evenly distributed
to the then members who have been members for at least 365 days prior
to the dissolution date.
Interpretation
54. In these by-laws and in all other by-laws of the corporation hereafter
passed unless the context otherwise requires, words importing the singular
number or the masculine gender shall include
the plural number or the feminine gender, as the case may be, and vice
versa, and references to persons shall include firms and corporations.
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