Mongaldeep of Ottawa in Trust – Constitution and By-Laws
Article 1: Name
For the purpose of these by-laws, this organization shall be known as MONGALDEEP OF OTTAWA IN TRUST and shall
hereinafter be referred to as "the Trust".
Article 2: Head Office
The head office of the Trust shall be in the Regional Municipality of Ottawa in the Province of Ontario, and
at such place therein as the Board of Trustees determines from time to time.
Article 3: Aims and Objectives
The aims and objectives of the Trust shall be:
- Organizing religious events and promoting Bengali culture
- Holding workshops, seminars, and lectures with the aim of disseminating information on religion and
Bengali literature
- To raise funds without racial, cultural or religious considerations for orphanages, schools, hospitals,
and agencies and organizations that are qualified donees, devoted to the welfare of impoverished
children and seniors
Article 4: Area of Jurisdiction
The area of jurisdiction of the Trust shall be the National Capital Region of Canada.
Article 5: Membership
Section 1
All persons residing in or conducting business in the area of jurisdiction of the Trust who subscribe to the
by-laws shall be eligible for membership of the Trust.
Section 2
There shall be three classes of membership in the Trust: Family Membership, Individual Membership, and
Student Membership.
- Family Membership: Any family who applies and is accepted by the Board of Trustees by
simple majority, and pays the annual dues established at the Annual General Meeting shall be a member of
the Trust for the period prescribed for the dues so paid. For the purpose of this by-law, a family is
defined as the husband and wife and their dependents residing at the same address.
- Individual Membership: Any individual who applies and is accepted by the Board of
Trustees by simple majority, and pays the annual dues established at the Annual General Meeting shall be
a member of the Trust for the period prescribed for the dues so paid.
- Student Membership: Any full-time student in school or university, not dependent upon
father and/or mother for living, and who applies and is accepted by the Board of Trustees by simple
majority, and pays the annual dues established at the Annual General Meeting shall be a member of the
Trust for the period prescribed for the dues so paid.
Section 3
Membership shall run from May 1st of a calendar year to the April 30th of the next year.
Section 4
Prospective members shall fill-out membership forms and pay the non-refundable annual membership subscription
to become a member of the Trust.
Section 5
Any member may withdraw from the Trust by delivering to the Trust a written resignation and lodging a copy of
the same with the Secretary of the Trust.
Section 6
Non-payment of annual dues, where applicable, shall automatically result in the termination of membership and
the person in default shall not have the right to vote or participate in elections and to offer
himself/herself for positions on the Board of Trustees. Such a person shall be considered as member not in
good standing. The member shall, however, be reinstated provided the prescribed dues are paid in full for
the whole fiscal year.
Article 6: The Board of Trustees
Section 1
The management and operation of the Trust shall be vested in the Board of Trustees consisting of the
following seven (7) elected members:President, Vice-President, Secretary, Treasurer, Cultural Secretary, and
two (2) Members-at-large.
Section 2
Members of the Board of Trustees shall be elected from the paid-up membership of the Trust by majority vote
by March 31st. The election of the Board of Trustees shall be conducted in a fair and transparent manner so
that all voting members of the Trust are able to participate in the election. E-voting system (see Appendix)
shall be adopted to achieve this purpose.
Section 3
The Annual General Meeting shall be held by April 15th.
Section 4
No member shall serve for more than two (2) consecutive terms in the same office except as member-at-large.
Section 5
The term of office for the Board of Trustees shall be one (1) year commencing on May 1st.
Section 6
The quorum for the Board of Trustees meetings shall be four (4) members in attendance.
Section 7
In the event an office of the Trust becomes vacant for any reason, the President in consultation with the
Board of Trustees may assign duties of that office to any member of the Trust until such time as the vacancy
can be filled through an election. Such a person shall be elected only for the remainder of the term of the
office whom he/she replaces.
Section 8
The Board of Trustees may appoint special sub-committee(s) to assist the Board of Trustees in fulfilling its
mandate when deemed necessary.
Section 9
If an elected member of the Board of Trustees fails to attend three consecutive meetings of the Board of
Trustee without reasons satisfactory to the remaining members of the Board of Trustees, he/she may by
resolution of the Board of Trustees be removed with or without prior notice to such individual.
Section 10
The Board of Trustees shall take steps as may be required to enable the Trustee to acquire, accept, solicit
or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind for the
purpose of furthering the objectives of the Trust.
Section 11
The Board of Trustees shall meet to conduct business of the Trust on the call of the Secretary or upon
request, verbal or written, directed to the President by at least four (4) members of the Board of Trustees.
Secretary shall consult with the President prior to serving notice for a meeting and the notice shall always
be served at least three (3) days prior to holding the meeting.
Section 12
Members of the Board of Trustees shall serve without remuneration and no member shall directly or indirectly
receive any profit from his/her position in the Board of Trustees.
Section 13
Section 13
Each member of the Board of Trustees is in a fiduciary relation with the Trust and is under an obligation to
act in the utmost good faith towards the Trust in his/her dealings with it or on its behalf. The Trust is to
conduct its operations without pecuniary gains to its members and any profits or other accretions to the
Trust are to be used in promoting its aims and objectives.
Section 14
To address any emergency or contingency, President and Secretary will take joint decision in line with the
strategic objectives of the Trust.
Article 7: Duties of Officers
- President: The President shall preside, if present, at all meetings of the Trust and of
the Board of Trustees. He/she shall sign all documents requiring his/her signatures and shall perform
all duties incident to his/her office and shall have such other powers and duties as may from time to
time be assigned to him/her by the Board of Trustees and/or the general membership of the Trust. The
President shall have a casting vote in the proceedings of the Board of Trustees.
- Vice-President: The Vice-President shall perform all the duties of the President and
assume his/her powers during the latter's absence or inability to perform his/her duties or exercise
his/her powers. In the event that neither the President nor the Vice-President is present at a meeting
of the Trust or the Board of Trustees, the members present, if they constitute a quorum, may elect one
of their members to preside.
- Secretary: The Secretary shall be responsible for calling /serving notice for the
meetings in consultation with the President, running the meetings with permission of the President and
keeping the minutes of the Trust and the Board of Trustees. The Secretary shall attend to the giving and
serving of all notices on behalf of the Board of Trustees; shall have charge of the minute books,
correspondence files and related materials; shall supervise all major activities / annual events,
including religious activities and associated events organized by the Trust; and shall perform other
duties as may be prescribed by the Board of Trustees. If considered necessary, the Secretary may be
assisted in the performance of his/her duties by one of the members-at-large.
- Treasurer: The Treasurer shall be responsible for the custody of all funds and
securities of the Trust, and shall deposit them in the name of the Trust in such bank or banks or with
such depository or depositories as the Board of Trustees may from time to time direct; shall maintain
account books as required by good accounting practices; shall exhibit such books and accounts to the
Board of Trustees, if and when required; shall sign or countersign such instruments requiring his/her
signatures; shall, at the Annual General Meeting, submit a statement of the Trust's financial condition
duly audited and certified by an auditor; and shall perform all duties incident or that are properly
required of him/her by the Board of Trustees. The Treasurer shall prepare and submit documents for tax
returns.
- Cultural Secretary: The Cultural Secretary shall be responsible for organizing events
that promote Bengali language and Bengali culture, such as Bengali musical performances and Bengali
dramas, and similar events as suggested by the Board of Trustees.
- Members-at-Large: The members-at-large shall perform duties as prescribed and required
by the Board of Trustees.
Article 8: Resignation, Expulsion or Suspension
Section 1
Resignation: Any member of the Board of Trustees may resign at any time by giving written
notice to the Board of Trustees. Any such resignation shall take effect at the time specified therein, and,
unless otherwise specified therein, the acceptance thereof shall not be necessary to make it effective.
Section 2
Expulsion or Suspension: The Board of Trustees shall have the power, by a two-thirds (2/3)
vote of the Board of Trustees, to suspend or expel any member for any conduct prejudicial to the interest of
the Trust, provided that any such member shall have received at least thirty (30) days' notice of the time
and place of a hearing by the Board of Trustees upon any charges of such conduct, together with a copy of
the charges against such member, at which hearing such member shall have an appropriate opportunity to be
heard.
Section 3
Special Committees: The Board of Trustees may appoint such special Committees as may be
needed to carry out the functions of the Trust.
Article 9: Nomination and Election Procedure
Section 1
Nomination and Election Committee
- At least one (1) month prior to the Annual General Meeting, the Board of Trustees shall appoint a
Nomination and Election Committee of three (3) members of the Trust in good standing. The three (3)
members of the Nomination and Election Committee shall neither hold nor keep any other office in the
Trust and shall elect or select their own Chairperson.
- Names, addresses and telephone numbers of the members of the Nomination and Election Committee shall be
announced with the notice of the Annual General Meeting, along with the call for nominations for the
elective offices of the Board of Trustees.
- The Nomination and Election Committee shall be responsible for the following:
- For soliciting and receiving nominations for elective offices of the Board of Trustees and the
nominations for these positions shall close just prior to holding elections for offices of the Board
of Trustees.
- For determining the eligibility of nominees and ascertaining that the nominees are willing to stand
for respective offices and for presenting at the Annual General Meeting the nominations for the
Board of Trustees
- For conducting and supervising the election of members of the Board of Trustees.
- For certifying to the Board of Trustees and the membership present at the Annual General Meeting the
names of all the successful candidates.
- The Nomination and Election Committee shall cease to exist for that year at the conclusion of elections.
Section 1
Procedure for Nomination and Election
- Only members with at least one (1) month's standing prior to the Annual General Meeting shall be
eligible for all positions in the Board of Trustees.
- Physical presence of a candidate at the Annual General Meeting is not necessary provided that he/she has
submitted the nomination duly proposed, seconded and signed by the candidate to the Nomination and
Election Committee prior to holding the elections for the Board of Trustees.
- Elections to the Board of Trustees shall be on the basis of one vote for one member. The voting may be
by secret ballot or by show of hands at the discretion of the meeting. E-voting system will also be
adopted as specified in Article VI, section 2.
- Only members in good standing, eighteen (18) years of age and over, shall have the right to vote, in
person or through e-voting.
- A candidate receiving the highest number of votes cast shall be declared elected to the position in the
Board of Trustees. In the event of a tie, a second ballot shall be taken immediately at the meeting, in
an identical manner. In the event that a tie results on the second ballot as well, the decision shall be
made by flip of a coin.
- The newly elected members of the Board of Trustees shall take office as specified in Article II.
Article 10: Meetings
Section 1
Annual General Meeting
- The Annual General Meeting of the Trust shall be held before April 15th of each year.
- The time, place and agenda for the meeting shall be determined by the Board of Trustees.
- The notice of the Annual General Meeting shall be in writing and shall be mailed not less than fourteen
(14) days and not more than thirty (30) days prior to the meeting. The notice shall include information
on the time and place of the meeting, agenda for the meeting, and information as specified in Section
1(ii) of Article IX.
- The agenda for the Annual General Meeting shall include: Minutes of the last Annual General Meeting,
reports on the activities of the Trust, financial statements of the Trust, election of officers of the
Board of Trustees, amendments to the Trust document and by-laws of the Trust, if any.
- The quorum for the Annual General Meeting shall be one-third (1/3) of the paid-up membership.
- Each member, eighteen (18) years of age and above, shall be entitled to one vote. All decisions made
shall be by a majority of the votes cast, in person. In case of an equality of votes, the chairperson
presiding at the meeting shall have a second or casting vote. Decisions concerning elections to the
Board of Trustees shall be made as specified in Sections 2 (v) of Article IX.
- Only those members with at least one (1) month's standing prior to the Annual General Meeting shall be
eligible to vote.
Section 2
Special General Meetings
- A Special General Meeting of the Trust may be called by the President on the advice of the Board of
Trustees at any time.
- The time, place and agenda for the Special General Meeting shall be determined by the Board of Trustees.
- A Special General Meeting of the Trust shall be called at the written request of at least one third of
the members of good standing of the Trust who shall, in their request, state the nature of the business
it is proposed to transact at such a meeting.
- If such a meeting is not called and held within thirty (30) days from the date upon which the demand is
filed, a Special General Meeting may be held by a group constituting not less than one-half (1/2) of the
total membership of the Trust. Such group shall have access to any records of the Trust which they may
require to transact the business for which the meeting was called. The notice for such a meeting shall
be in writing stating the nature of the business it is proposed to transact at such a meeting.
- Notice of the time and place of the Special General Meeting shall be mailed to all members not less than
ten (10) days prior to the meeting.
- TUnless otherwise herein provided, only business on the agenda or related thereto shall be transacted at
any such meeting of the Trust unless a notice of the motion shall have been delivered to the Secretary
of the Board of Trustees at least three (3) days prior to the meeting. Such a motion may be waived by a
majority vote of those present at the meeting.
- The quorum, voting rights and voting procedure shall be the same as for the Annual General Meeting.
Article 10: Fiscal Matters
Section 1
The fiscal year of the Trust shall be from May 1st to April 30th.
Section 2
All funds of the Trust shall be deposited in the name of the Trust in such bank or banks or with such
depository or depositories as the Board of Trustees may from time to time direct.
Section 3
All monetary transactions shall be made in the name of the Trust. All cheques or withdrawals pertaining to
the outgoing funds shall be signed jointly by the Treasurer, and either the President or the Secretary.
Section 4
All financial records of the Trust shall be audited and certified by an auditor appointed by the Board of
Trustees and reported to the membership at the Annual General Meeting.
Section 5
The annual dues for categories of members as specified in Article V of the by-laws shall be proposed and
approved in the Annual General Meeting.
Article 11: Distribution of Assets in the Event of Dissolution
Upon lawful dissolution of the Trust and after payment of all just debts and obligations of the Trust, the
Board of Trustees shall distribute all remaining assets of the Trust to one or more recognized charitable
organizations in Canada as directed by paid-up members of the Trust.
Article 11: Fiscal Matters
Section 1
Any article or section of the by-laws may be altered, amended or repealed, or new articles or sections be
adopted by a two-third (2/3) majority vote of the paid-up members of the Trust present and voting at a duly
constituted meeting, provided that notice of such a meeting shall have stated the substance of the article
or section to be altered, amended, repealed or adopted.
Section 2
Proposed changes to the Trust document and by-laws may be initiated by the Board of Trustees or by any
paid-up member of the Trust by petition and sent to the Secretary of the Board of Trustees at least ninety
(90) days prior to the meeting at which such changes are to be considered.
Article 12: Conduct of Meetings
Robert's Rule of Order shall apply at all meetings of the members of the Trust and any other committee
established by the Board of Trustees.
Article 13: Conduct of Meetings
Bank account shall be operated in signature of either the Treasurer or the President
Appendix
Nomination and Election Committee (NEC) and Dates
- NEC shall be formed and announced by the Board by January 31st.
- Nominations shall be announced by NEC by March 15th.
- Election shall be run by NEC for on the last week of March.
- Result shall be announced by NEC by April 7th.
Election Procedure
- NEC shall receive a list of all voting members and their e-mail addresses from the Board.
- NEC shall send e-mails to all voting members with the list of candidates and voting instructions.
- If a senior member does not have an e-mail, he/she can use immediate family member's e-mail to vote.
- Voters send their votes by the due date to NEC (or cast vote on a personalized e-ballot set up by NEC).
- Votes are tallied by NEC immediately after the voting time has passed.
- Results are then announced by NEC within 24 hours.
Sample E-Ballot
Chose ONE (1) for President:
Candidate 1
Candidate 2
Chose TWO (2) for Members-at-Large:
Candidate 1
Candidate 2
Candidate 3
Candidate 4
Candidate 5
Candidate 6
