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The Revised Constitution / By-Laws of

TAMIL CULTURAL ASSOCIATION OF WATERLOO REGION

Ontario, Canada.

( Waterloo Region and Wellington County )

Non-Profit organization registered under Ontario Corporation # 1509837

1. ARTICLE

1.1 Definitions

  • In the interpretation of this By-law, unless the context otherwise requires, the following rules shall apply:
  • “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.
  • “Board” means the board of directors of the Corporation.
  • “By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect.
  • “Chair” means the chair of the Board.
  • “Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act.
  • “Association” means the Corporation in this context.
  • This Association shall be named and called “TAMIL CULTURAL ASSOCIATION OF WATERLOO REGION”. Abbreviation: TCAWR or TCA.
  • “President” or “Secretary “or “Treasurer” means an individual occupying the Office of the Corporation by whatever name he or she is called.
  • “Vice President” or “Assistant Secretary” or “Joint Treasurer” means an individual occupying the Office of the Corporation by whatever name he or she is called.
  • “Committee Member” or “Volunteer Committee Member” means an individual occupying the position of the board by whatever name he or she is called.
  • “Member” means a member of the Corporation.
  • “Members” means the collective membership of the Corporation.
  • “Officer” means an officer of the Corporation.

1.2 Interpretation

  • Other than as specified in Section 1.1, 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.
  • Unless specified in these constitution/by-laws, the organization will be governed by the requirements outlined in the Not-for-Profit Corporations Act, 2010 (Ontario).

1.3 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 of this By-law. 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.

1.4 Seal and Logo

  • The Association may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the corporation shall be the custodian of the corporate seal.
  • The Association owns the copyright to the logo and have right to use the logo as part of its branding and marketing.

1.5 Execution of Documents

The board’s written approval (minutes) is required in executing any documents on behalf of the corporation. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Executive Officers (President, Secretary or Treasurer) . 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 seal or logo to the document – if required. Any Executive Officers or the Auditor (only for financials) may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.

2. ARTICLE

2.1 Aims and Objectives

  • To actively promote and nurture Tamil language, Arts, Culture and Community in and around the Region of Waterloo – Wellington, Ontario.
  • To function as a non-profit organization.
  • To promote goodwill, assist and maintain cordial relationships with Tamil community and with other associations within Canada and around the globe.
  • To act as a non-political and non-religious organization.
  • To associate with the Canadian multicultural Societies and promote Inter-cultural and inter-community activities.

2.2 Legal Name

  • Corporation Name: Tamil Cultural Association of Waterloo Region registered, Not-for-Profit Corporation. Date: February 28, 2002.
  • Ontario Corporation Number (ONC) : 1509837.
  • Business Number (BN): 865202642 RC0001.
  • NAICS Code 8134 – Civic and social organizations.

2.3 Registered Office

The registered office of the Association shall be situated in the province of Ontario at the location specified in the by law within the Region of Waterloo. The directors may change the location of its registered office within the Region of Waterloo by a two third majority resolution. The mailing address can be a rental location or Canada Postal box.

Currently :

  • The principal office of the Association is 10 Baird Ave, Kitchener Ontario, N2B 2N4, Canada.
  • The mailing address: P.O. Box.25048, Kitchener, ON, N2A 4A5, Canada.

3. ARTICLE

3.1 Qualification for Membership

Membership is open to people of Tamil origin and/or speaking, who embrace Tamil Language, Arts and Culture and be a resident of the or by special permission from the Board if outside of the area.

3.2 Member residencies

A permanent resident is a person whose primary residence is within the Waterloo Region and Wellington County.

Dual or Temporary resident is a person living in the region but also has another residence outside of Waterloo Region of Waterloo and Wellington County.

3.3 Membership Fees

The annual membership fee is determined by the Board from time to time based on a resolution approved by the Board.

Currently,

  • Life Member: The present Life members shall be acknowledged. This option is no longer available.
  • Family - $25 (Comprising of Father, Mother, and kids below 18 years)
  • Single Adult / Senior - $20
  • Student (age 18+) – $15.

A family will consist of Parent(s) and children (below 18) ,Payments be accepted via electronic transfer, online credit cards, cash or cheque.

At the time of payment of the annual membership fee the member will be assigned an identification number, which will change upon renewal.

3.4 Voting Rights of Members

Currently :

  • All members over the age of 18 and paid membership fees in full for the current year are entitled to a vote at AGM, Family membership holders will be eligible for 2 adult votes.
  • In the event of voting on resolutions or issues where the results are tied, the President may cast their vote to break the tie, if the President’s vote causes a tie the voting will be adjourned to the next meeting until a majority is reached.
  • Members who have obtained a new membership 90 days prior to AGM will be eligible to vote.
  • Voting, Nominee for election, approval of amendments and policies will be authorized by a permanent resident of Waterloo Region and Wellington County
  • Dual or Temporary residents can be a member but will not have voting rights.
  • If the auditor is a non Board member, then they will not have voting rights for Board decisions.

3.5 Termination of Membership

Membership is terminated when :

  • 1. The member dies.
  • 2. The member fails to maintain all of the conditions for membership set out in section 5.
  • 3. Members obtained new membership, 90 days prior to AGM will be eligible to vote.
  • 4. The member resigns, engages in criminal or unlawful activities, gambling, sexual misconduct.
  • 5. The member fails to pay membership dues, if applicable.
  • 6. The member is removed by the board in accordance with section 5.
  • 7. The society is liquidated or dissolved under the act.

Subject to the articles, upon any termination of membership, all rights of member automatically cease to exist.

3.6 Discipline of Members / Board

The board may suspend or remove any member from the association for any one or more of the following grounds:

  • Violating any provision of the articles, by laws or policies.
  • Carrying out any conduct which may be detrimental to the association as determined by the board.
  • Violating board decisions.
  • Unauthorized use of TCA name or Logo
  • Anonymous posts/communication on any communication platform

In the event that the board determines that a member or members should be expelled or suspended from the membership in the association, the process shall be done in good faith and in a fair and reasonable manner. The President shall provide fifteen (15) days notice of suspension or removal to the member and shall provide reasons for the proposed suspension or removal.

The member may make a formal written submission with a valid personal email and contact number to the President in response to the notice received within such he/she may proceed to notify the member that the member is suspended or removed from the membership in the society. Where written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.

{/* Sections 3.7 to 3.12 — New from Revised Constitution */}

3.7 Code of Conduct

All members, including Board members, shall conduct themselves in a respectful and professional manner.

Members shall not engage in intimidating behavior that is threatening, abusive, or harassing towards other members, staff, or volunteers.

Members shall not act in a manner that brings discredit to the Association or impacts the community negatively.

3.8 Disciplinary Action

Any member who breaches the Code of Conduct may be subject to disciplinary action, including removal from the membership / Board or a committee.

3.9 Suspension or Termination of Membership

The Board shall investigate any allegations of misconduct and provide the member with an opportunity to respond.

3.10 Removal Process

A resolution to remove a member from the Board or the Association shall be passed by a two-thirds (2/3) majority vote of the members present at a Special General Meeting (SGM) called for that purpose.

The member shall be given written notice of the proposed removal and the reasons for it, at least 14 days prior to the SGM.

The member shall have the opportunity to address the SGM and respond to the allegations.

3.11 Complaints and Reporting

Any complaints or reports of disrespectful behavior towards a Board member or volunteer at any Tamil Association event shall be deemed towards the Board.

The Board shall investigate and take action, which may include removal from the Membership / Board.

The Board's decision shall be final.

3.12 Removal and Re-Eligibility for Board Service

Any Director/member who is removed from the Board by resolution of the Board or the Members for cause, including but not limited to breach of fiduciary duty, conflict-of-interest violations, misconduct, or failure to comply with the Association's Constitution, By-laws, or Policies, shall be ineligible to serve as a Director, Officer, or committee chair of the Association for a period of six years from the effective date of removal.

During this period, the individual shall not be eligible for nomination, appointment, or election to any governance role of the Association. The disqualification period may not be waived, shortened, or overridden by the Board or Members.

4. ARTICLE

4.1 Board of Directors Election and Term

The board shall comprise of a slate of up to 16 Directors (excluding Auditor)with a minimum of 12 elected at the Annual General Meeting of the association which will include the previous president. six(6) office bearers and another ten (10) general body members. Members from the same household cannot serve on the board at the same time. The board will act as a governing body of the association and shall hold office for a term of two years.

An election sub-committee be established 30 days before calling for nominations from within the board or independent senior members to monitor and implement the election policy. The president will head this committee, which will comprise of 5 board members (Independent, Ex-president or others without conflict of interest) as selected by the board.

The Secretary shall call for written nomination 30 days before the AGM. Names for the various offices duly signed should reach the Secretary 15 days before the Annual General Meeting. The nominator must get confirmation from the nominee that they are willing, able to serve and fulfill the duties and responsibilities of a board member. A nomination from a board member should not have conflict or be avoided.

The dispute mechanism of elections or conflicts will be the sole responsibility of the board. A sub-committee will foresee matter and report to the board. A one-time appeal of the decision can be made within 15 business days after due notice to relevant parties.

4.2 Officers

The Board of Directors of the Association shall select the following officers from within the elected Board, who shall hold office for a term of two years.

The executive officers comprising of the President, Secretary and Treasurer will require the members to have served on the Board for at least two terms for President and at least one term for Secretary and Treasurer, so the candidate understands the operations of the Board, what’s involved in these roles, before becoming eligible to be considered for the officer nomination. If no candidate is available, then it is open to the rest of the Board.

The elected office-bearers except the patron shall constitute the board:

  • President
  • Vice – President
  • General Secretary
  • Assistant Secretary
  • Treasurer or Director of Finance
  • Assistant Treasurer

The Office of the president, secretary and treasurer will be held for a two-year term only. He or She can be re-selected by the Board to the same office only after a gap of two years.

4.3 Election of Office Bearers

The Secretary shall call for written nomination 30 days before the nomination. Names for the various offices duly signed should reach the Secretary 15 days before the Annual General Meeting. There will be two parties to the nomination process. A nominator and nominee. The nominator must get confirmation from the nominee that they are willing and able to take on the responsibilities to serve the office they are being nominated for. There is no provision for self nomination. A board member cannot nominate a new board member and avoid conflict of interest.

Nomination for the post of President, Secretary and or Treasurer will be from the current or previous Board. If no candidate is available, then it is open to the rest of the Board.

Nomination for the post of President, Secretary and or Treasurer will be from the current board of directors. Respecting and recognizing the years of service to the organization, senior board members are generally considered. In the event there are more than one person nominated for the same office the board shall hold a closed ballot to decide the final appointment using a simple majority.

For the office of treasurer its preferred to have someone with an accounting background.

4.4 Duties

Board of Directors “The Board”

  • The Board shall appoint from amongst them, the officers of the Association, who shall form the Executive Committee (President, Secretary and Treasurer).
  • The Board shall manage the affairs of the Association by forming Sub Committees who will be vested by the board with duties and responsibilities as required.
  • The Board shall render decisions on incomes and expenses within the financial limits and revenue of the Association.
  • The Board may appoint any of its members to be chair of the sub-committees, with an outline of the expectations for the Committee and setting up rules regarding conflict, etc.
  • The Board shall fill vacancies created in the Board by appointments for the remainder of the fiscal year.
  • The day to day running of the Association shall be overseen by the board.
  • Determine the events and activities of the association.
  • The board shall nominate at the first meeting as to which Officer(s) shall have signing authority for the Association for execution of any agreements, contracts, etc.
  • Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.
  • Authority to submit amendments to constitution at the AGM. Shall examine and adopt the Annual report of the Secretary and the Financial Report of the Treasurer.
  • Members are elected for a 24-month period. Existing members or board who’s term to be expired can remain in office for an extended period of one year or less, only under special circumstance. This is an extension only in conjunction with completion of a two-year term. It is restricted to pandemic or emergency only. The circumstance should be declared by the government of Canada, Province of Ontario, Regional Municipality of Waterloo or three levels of government.
  • The emergency extension has to be approved by 2/3 of the members at an board meeting and be given 30 days notice to general membership. It should be approved at the following AGM. The board can approve new members at the next meeting.
  • Volunteer and Disability Co-ordinator can be appointed by the board. The appointment can be made within or outside the membership.
  • The board shall have the power to disallow any proposal or resolution brought forward by a member at the General Meeting or Board Meetings if, such proposal or resolution is contrary to the aims and objectives of the association is likely to bring dis-repute to the Association or is likely to hinder the well-being or development of the Association.
  • Submit all expense claims in a timely manner to help Treasurer complete their event statements.

    • Duties of the Chair / 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.

    • 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.

    • 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.

    • 4.5 Protection of Directors and Officers

    No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation 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 moneys, 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:

    • complied with the Act and the Corporation’s articles and By-laws; and
    • exercised their powers and discharged their duties in accordance with the Act.

    4.6 Conflict of Interest

    A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or 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 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 during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

    If there is a breach in conflict of Interest, a three-member subcommittee overseen by the president will review and take disciplinary action. Results will be submitted to the Board for approval.

    4.7 Vacancies

    The office of a Director shall be vacated immediately:

    • If the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later.
    • If the Director dies or becomes bankrupt.
    • If the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
    • If, at a meeting of the Members, the Member by ordinary resolution removes the Director before the expiration of the Director’s term of office.

    4.8 Filling Vacancies

    A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor:

    • if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an ordinary resolution.
    • if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; and
    • a quorum of Directors may fill a vacancy among the Directors.

    4.9 Committees

    The board is empowered to create Committees / sub-committees for the purpose of a specific project or activity, those committees / sub-committees will cease to exist once the specific project or activity is completed. They may be established by the Board as follows:

    • The Board may appoint from their number a director or a committee of Directors and may delegate to the Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated; and
    • Subject to the limitations on delegation set out in the Act, the Board may establish any committee 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.

    4.10 Insurance

    The board is empowered to create Subject to the Act, the association shall purchase and maintain insurance for the benefit of its directors, officers, volunteers, members, and any person entitled to be indemnified by the Corporation.

    {/* Section 4.11 Procurement — New from Revised Constitution */}

    4.11 Procurement

    4.11.1 Vendor Selection Process

    • To promote fairness, transparency and inclusivity of all business in the community any services requiring vendor The organization shall actively issue Requests for Quotation (RFQs) to a minimum of three (3) vendors, where practicable. Receipt of fewer than three (3) quotations shall not invalidate or delay the procurement process.
    • Quotes shall be submitted in writing to the Association.
    • A designated committee (e.g., Event Committee) shall review and evaluate quotes based on criteria determined by the Board, while providing equal opportunity to all vendors (e.g., price, variety, services, equal opportunity to reduce perception of bias, rotational basis).

    4.11.2 Voting Process

    • Voting on vendor selection shall be conducted anonymously.
    • Members shall indicate their preferred vendor on a secret ballot.
    • The ballot shall not include the name of the member voting.
    • Chair or designate shall collect and count the ballots.
    • Vendor with the majority votes shall be selected.
    • The Board reserves the authority to apply a rotational vendor selection approach, in lieu of voting where such an approach is deemed to enhance fairness, transparency and help reduce perception of bias.

    4.11.3 Record Keeping

    • Quotes received
    • Evaluation criteria
    • Final results
    • Records shall be retained as per TCA's records management requirements.

    5. ARTICLE

    5.1 Annual General Meeting

    The Annual General Meeting shall be held every year in the month of April on a date and time determined by the Board. The members shall be informed of such meetings by the Secretary, 21 days in advance.

    Subject to compliance with the act, a member entitled to vote at an annual meeting may submit to the association notice of any matter that member proposes to raise at the annual meeting and discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal.

    The agenda is to be approved by the board and shall include.

    • The President’s report, which should include an Executive summary, achievements of the Association during the year, and goals/targets for the next year.
    • The Treasurer will provide the audited accounts of the prior year and walk through the Financial Highlights.
    • During an Election year – The members of the board shall be elected and the auditor for the current year shall be selected.
    • Consideration of resolutions, amendments, etc.
    • Any other special business.

    All documents and binders are handed over to the incumbent Secretary, by the previous Secretary during the transition period. This includes documents from the Treasurer, Secretary and President. A hand over letter confirming the list should be duly signed.

    The outgoing Board shall ensure that a complete and accurate inventory of all Association assets, equipment, and supplies is prepared, verified, and formally transferred to the incoming Board at the Annual General Meeting (AGM).

    5.2 Special Meetings

    Special general meetings of the members may be called on the decision of the Board of Directors so consider urgent business or matters brought before the members. Such meetings shall be called within 60 days of the request.

    The secretary shall notify all members two weeks in advance of such meetings and of the general nature of the special business to be conducted.

    5.3 Board Meeting

    • The Board of Directors shall hold meetings generally once a month (minimum 9 in a year) to manage the affairs of the Association.
    • The Secretary shall notify all the members of the Board of Directors at least 10 days ahead of the meetings, make an agenda, take the meeting minutes and distribute minutes to the Board members via email with date, time and place of the next meeting.
    • A Board member, continuously absent for three consecutive committee meetings and/or in absence of 2/3rd of the meetings shall cease to be a member of the Board of Directors. The Board of Directors can restore his/her membership by unanimous consent if a reasonable cause is given for such absence.
    • Subject to the provisions of the articles, if any, a meeting of Directors may be held entirely by in person or electronic means.
  • Members of the Board of Directors must pay their membership for the coming year at their first meeting.
  • Any issues of conflict that arise amongst the Board of Directors or with any officer in the Board is to be resolved by open and frank disclosure and in the absolute discretion of the Board of Directors.
  • Following positions will be for the full Board term of two years:
    • a)Membership Co-ordinators (2) – Maintain list of paid members including names, address, life members.
    • b) Media Coordinators (2).
    • c) Cultural Coordinators (2).
  • In accordance with the Ontario Not‑for‑Profit Corporations Act and the Board’s fiduciary duty to act in the best interests of the Corporation, no audio or video recording of any Board or committee meeting shall be made unless expressly authorized by the unanimous consent of all Directors present at the meeting. This restriction is intended to support candid deliberations, protect confidential and privileged discussions, and foster a climate of trust, openness, and respectful governance. If recorded then the recording should be shared to all the Directors through email.

    • 5.4 Virtual or Hybrid meeting model

    A combination of physical and virtual meeting is allowable. This hybrid concept needs to be approved by the majority of the Board. This method is invoked during special circumstances such as a government declared situation (for e.g pandemic).

    5.5 Quorum

    A quorum for the transaction of business at a meeting is a simple majority of the Members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed time and place but may not transact any other business. For the purpose of determining quorum, a member may be present in person, by telephonic and or by other electronic means (Virtual)

    Proxy voting is not allowed to represent a member.

    5.6 Show of hands / Ballot

    Voting at all meetings can be normally carried out by a show of hands by all eligible to vote, and the chair shall declare the final motion based on the votes. Instead the chair or any member may request to have a ballot, in which case the ballot will be carried out and the secretary will facilitate the ballot and the decision of the ballot is final.

    5.7 Confidentiality

    Every Director, Officer, committee member, employee and volunteer, shall respect the confidentiality of matters brought before the Board or before any committee of the Board, or any matter dealt with in the course of employment or involvement of such person in the activities of the Corporation. An agreement will be signed at the first Board meeting. All discussions transpiring within the Board or subcommittee meeting will remain confidential. The confidentiality will be maintained by all Board members within or outside the organisation.

    5.8 Rule of Order

    Any questions of procedures at or for any meeting of the members, which have not been provided for in this by law or Act, shall be determined by the chairperson of the meeting in accordance with the most current edition of Robert’s Rules of Order.

    5.9 Use of Information or Membership list

    For privacy and confidentiality purposes, the membership coordinator with be the custodian of this data and all enquiries to flow through them. A member requesting membership list or data information have to obtain the approval of the Membership coordinator along with the President or Secretary before releasing. He or She has to sign a form of confidentiality (data information cannot be abused or used for other activities). The member or members shall not use the list to influence the voting members during an election and to another entity or organisation.

    6. ARTICLE

    6.1 Communication

    All official correspondence shall be authorized by the board and shall bare the signature of the President or Secretary. Financial statements will include the Treasurer and Auditor

    Electronic mail, website and social media shall be managed by the president and secretary in collaboration with the board, or the board through a special resolution appoint / authorize any of its directors to manage it.

    Photographs and Video material taken at an authorized function will be sole ownership of TCA and can be published in the website, social media, newspaper or publication.

    TCA WhatsApp, Telegram, YouTube or other social media platforms are solely for members and / or residence of Waterloo Region, Guelph and Brantford only.

    6.2 Website domain, Logo and Trademark

    The name “Tamil Cultural Association of Waterloo Region”, (TCAWR)/ (TCA), Web and other domain name, trademark and its logo is registered within this context as the sole property of the organization and will protect on behalf of its members. No authorization is given to another entity without approval at an Annual General Meeting.

    6.3 Events

    The board has the right to create, postpone or cancel an event under an emergency situation. Prior approval and notice be given to general public. Virtual and live events can be broadcasted electronically through website and or social media on approval of the board.

    7. ARTICLE

    7.1 Banking Arrangements

    The Board shall by resolution from time to time designate the bank in Waterloo Region in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.

    Electronic Password:

    The password for Banking, Electronic mail, Web site online and Social media will be authorized to a person or to the president by the board. The password can be changed, once in six months or in an emergency with written authorization of the president and Secretary.

    • All cash and cheques received by the association shall be kept in a chequing Account at a Bank nominated by the Board and keep the cheque books in the Treasurer’s custody. The Treasurer can, however, retain One Hundred Canadian Dollars(C$100) as petty cash.
    • All cheques shall be signed by a min of 2 signatories – The official signatories shall be the President, Treasurer and Secretary.
  • On approval of executive committee excess funds be transferred from chequing to fixed term account.
  • Fund Raising: The board can approve to raise funds through donation or ticketed events for local and out of country only. All contributors and sponsors are acknowledged and issued receipts. Accounts be submitted and approved at a follow up meeting. Funds are rooted through global relief fund.
  • Global Relief fund: A separate line item in financial statements to be maintained and updated on a regular basis. The fund is to support local and international community organisations subject to nonpolitical or religious affiliation.

    • 7.2 Financial Year

    The fiscal year end of the association will be the 31st Day of March, unless otherwise changed by resolution of the board.

    7.3 Financial statements

    The corporation shall send copies of the annual financial statements and other documents referred to in the subsection 84(1) of the act to all members who have informed the corporation that they wish to receive a copy of those documents not less than 21 days before the day, or such other period as required by the Act or Regulations, on which an annual meeting of members is held or before the day on which a written resolution in lieu of an annual meeting is signed.

    Event Statements: The treasurer shall maintain event statements (a separate statement for each event held by the association to identify revenues and expense) that shall be reported to the board 30 days after the event.

    7.4 Auditing

    The accounts of the association shall be audited by a qualified accountant, who will not be a director or in a relationship with a board member to ensure that there is no conflict of interest or bias. The Auditor shall have access to all records, documents, book of accounts and vouchers kept by the association, and shall be entitled to be heard at the Annual General Meeting, on the recommendation of the Board of directors, for a period of one year or until his or her successor is appointed. The Treasurer will submit a periodical financial report at monthly board meeting. In his or her absence, the Assistant Treasurer will fulfill this role.

    7.5 Personal Data

    Subject to the Digital Charter Implementation Act of 2022, the Board should ensure that Members would need to be able to have their data safely transferred from one computer to another, or have their data permanently deleted if they withdraw their consent for its use. Written consent of personal information of minors “sensitive information" and its deletion at their request or that of their parents are obtained.

    8. ARTICLE

    8.1 Amendments to Constitution / By-laws

    Subject to the act the board may from time to time amend the By-laws relating to the way it conducts its affairs, such amendments to the by-laws should be tabled at the board meeting, approved and submitted at the AGM. Such amendments or changes shall be deemed to have been passed only if two- thirds of the members present at the meeting have voted in favor of the amendments or changes.

    9. ARTICLE

    9.1 Dissolution

    • The Board is not authorized to dissolve the Association under any circumstances. The Board, by passing a resolution by a 2/3 majority vote of the Board of Directors, may recommend to the general body for the dissolution of the Association at a specially convened General Body Meeting.
    • The notice of the General Body Meeting should clearly state the purposes of the meeting. This special meeting shall be considered legal, if besides fulfilling the usual requirements of a special general body meeting it fulfils the additional requirements of the attendance of at least fifty persons. The decisions at such a meeting shall be carried by 80% of the members present.
    • The decisions of the above specially convened General Body Meeting shall be binding and final regarding the disposal of assets and monies in the bank.
    • On dissolution of the Association, its property and assets after liquidation and paying of all liabilities, shall be distributed in accordance with the By-Laws.

    10 Schedule A

    10.1 Position Description of the President

    Role Statement

    If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the Board, have general supervision of the affairs of the Corporation. The president shall maintain the unity of the board, ensuring fairness to the board and membership.

    Responsibilities

    Agendas / Meetings

    Establish agendas aligned with annual Board goals and preside over board meetings if also holding the office of Chair. Ensure that a schedule of Board meetings is prepared annually.

    The president shall chair the meetings and ensure meetings managed effectively and efficiently to achieve the agenda items ensuring good governance. Ensure the smooth functioning of the meetings and navigate any disruptions, adjourn / postponed agenda items or meetings as necessary.

    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 underperformance of individual Directors.

    Committee Membership

    Serve as member on all Board committees.

    11 Schedule B

    11.1 Position Description of the Treasurer

    Role Statement

    If appointed, the treasurer works collaboratively to support the Board in achieving its fiduciary responsibilities.

    Responsibilities

    Custody of Funds

    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 or trust company, or, in the case of securities, in such dealer in securities as may be designated by the Board from time to time. The treasurer 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 Chair and directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The treasurer shall also perform such other duties as may from time to time be directed by the Board.

    Accounts

    The treasurer shall cause to be kept proper accounting records with respect to all financial and other transactions of the association and particularly with respect to the following: -

    • All sums of money received and disbursed by association. No transactions, expenses be done without receipts. There should be a paper trail or written authority from the Board.
    • All assets and liabilities of the association.
    • All other transactions affecting the financial position of the association.
    • The treasurer should explain and submit all accounts after each event, within 30 days of the event, and provide detailed accounts with the Profit & Loss statement and Balance Sheet of the organization at the Annual General Meeting. Transparency should be maintained all time.
    • Be the custodian of all cheques.

    Debit Card / Banking

    Shall be authorized to use electronic credit or debit cards only for deposits; withdrawals shall only be made through cheques (withdrawals through debit card is not permitted) within the authorized limit, subject to the approval of 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

    Provide to the Board monthly updates of the financials and any special reporting as requested by the Board. Present to the Members at the annual meeting as part of the annual report, the financial statement of the Corporation 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.

    12 Schedule C

    12.1 Position Description of the Secretary

    Role Statement

    If appointed, the secretary works collaboratively with the president and Board 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 the 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 the Corporation, the Board and Board committees. Attend correspondence on behalf of the Board. Have custody of all minute books, documents, registers and the seal of the Corporation and ensure that 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 the Corporation, the Board and Board committees. Attend all meetings of the Corporation, the Board and Board committees.
    • Shall summon the meetings of the Association regularly after giving proper notice.
    • Shall record the minutes of all meetings and present it at the following meeting.
    • Shall keep an inventory of all properties, furniture and fittings, documents and files of the Association and to be responsible for them.
    • Shall take necessary action on decisions taken by the general body and the Board.
    • Upon the expiration of the secretary’s term of office, the Secretary shall entrust all records of the Association to the incoming Secretary.
    • Shall maintain a membership Register in which shall be recorded the name, address and telephone numbers of all members of the Association.

    Note: The Secretary shall not disclose any membership information without the approval from the Board.

    {/*
    Tamil Cultural Association
    */}

    Bylaws Ratification

    Approver: Stephen Jacob

    Seconded: Manoj Ellappan

    Date: 12th Apr 2026

    Time: 3:34 pm

    Location: Laurel Heights Secondary School

    ); }