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加拿大潮屬社團總會章程(英文版)

Bylaws of the Canada Teochew Federation

Chapter One     Background and Missions

Clause 1     Name of the Society: The Canada Teochew Federation (hereafter the “Federation”). Teochew is geographically defined as the cities of Chaochou, Shantou, Jieyang and Shanwei, China; and as community groups who speak the dialect of Teochew in the region of eastern Guangdong and their diaspora around the world.

Clause 2     Background of the Amalgamation

To promote the unity of the Teochew communities and to strengthen their bonds and capacities, the Teo Chew Society of Vancouver, founded in 1987, and the Canada Chaoshan Business Association, founded in 2012, (the “Founding Societies”) have merged to become the Canada Teochew Federation (“CTF” or the “Federation”). CTF will continue with the legacies of the founding societies to respect their history, to serve their communities whole-heartedly and to maintain the Teochew cultural heritage for benevolence. A Special Committee was created to merge the Founding Societies.

Clause 3      Mission Statement

The Federation will strive to achieve the following: To unite the Teochew people, to deepen their friendship and kinship, to promote the Teochew culture, to assist Teochew people in developing their industries and businesses, and to actively participate in various community and charity events.

Clause 4     Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.

Chapter Two    Membership

Clause 5    Qualifications for Membership

A person who was a member of either of the Founding Societies, before the amalgamation, automatically becomes a member of the Canada Teochew Federation. All Chinese Canadians of Teo Chew origin, including their spouses and dependents, who are 18 years of age or older, are qualified to apply for membership irrespective of their immigration status. The following are also qualified to apply for CTF membership as an individual or organization:

1)     any Teochew native that is currently living in Canada;

2)     any former Canadian resident living abroad, with a now different immigration status;

3)     any Teochew individual engaging in commercial and family activities in Canada; and

4)     any member of a Teochew-Canadian society or enterprise and their founders.

Clause 6    Membership Application

A person or a Teochew organisation applying to join the Federation must:

1)     submit an application for membership with relevant certified materials to the Board of Directors;

2)     receive recommendations from a minimum of two CTF members in good standing with the Federation, for an individual applicant;

3)     receive recommendations from a minimum of two CTF Directors, for a Teochew organisation applicant; and

4)     pay their membership fees upon approval of the President of the Management Board.

Clause 7    Membership Fees

Annual membership fees shall be determined by the current Board of Directors. Members over sixty-five years of age who have been members for over two years are exempt from paying membership fees. Former life-time members of the Founding Societies before their amalgamation are also exempt from paying membership fees.

Clause 8     A member in good standing shall enjoy the following rights:

1)      attend the general meetings of members;

2)      participate in activities of the Federation and enjoy the services and programs provided by the Federation;

3)      propose and suggest ideas to the Federation; and

4)      vote in general meetings.

Clause 9     Duties of Members

Every member and member organisation shall fulfill the following obligations:

1)     support and abide by the Constitution and Bylaws of the Federation;

2)     follow resolutions of the Federation;

3)     pay their membership fees; and

4)     maintain the legitimate rights, interests and reputation of the Federation; and

5)     individuals are not permitted to represent the Federation in any community activities without authorisation from the Management Board.

Clause 10     Discontinuation of Membership

A member or a member organisation ceases to be a member when:

1)     the member notifies the Federation, in writing, of their intent to withdraw their membership;

2)     the member does not renew their membership and fails to pay their membership fees on time;

3)     the member is expelled from the Federation, by a special resolution of the members at a general meeting, due to serious violations of the Society’s Constitution or Bylaws; or

4)     the member organisation is dissolved.

Chapter Three     Organizational Structure, Rights and Responsibilities

Structure 1   The general meetings of members

Clause 11     Calling of the Annual General Meeting (“AGM”)

1)     The AGM shall be held at least once a year.

2)     The AGM must be attended by over ten percent (10%) of all registered members.

3)     Resolutions thereof shall be adopted by a simple majority of members attending.

4)     The agenda of the AGM may include:  presentation of financial statements and auditor’s report; presentation of progress reports on the annual workplan from the directors; and comments on the workplan of the up-coming year.

5)     Notice to call the AGM must be sent to all members 14 days prior to the date of the meeting.

6)     If the Board of Directors deems it necessary, a special meeting of members may be held.

7)     If more than one third of registered members write to the Management Board to request a special members meeting, it must be called within 21 days.

Structure 2   Development Board

Clause 12   The mission of the Development Board is to set a long-term wholesome developmental goal and strategy for the Federation; and to manage the long-term development fund and the property rights of the office and the building the Federation owns.

Clause 13     Board Members: 

1)     May be members of the Special Committee, who opt to join the Board.

2)     May be special contributors to the Federation nominated by two Board Directors and approved by the Board.

3)     Office holders of the Board include a Chair, a Vice-Chair, an Advisor and a Secretary-General.

4)     The Chair is elected by the Board Directors. The term is five years.

5)     The Chair appoints the Vice-Chair, the Advisor and the Secretary-General with approval from the Board.

Clause 14     Functions of the Development Board:

1)     Manage and supervise the property rights of the Federation. The quorum is fifty percent (50%) or more of the total number of Board members. The resolution must be passed by fifty percent (50%) or more of the Board members attending the meeting.

2)     Manage the long-term Development Fund of the Federation. The Fund is designated for the use of purchasing, expanding of a Federation building, and special uses for long-term development of the Federation. The Development Board must call a Board meeting to approve the utilisation of the Fund. No individuals or groups shall privately divide, embezzle or misappropriate the property, funds, and assets of the Federation, which are protected by law.

3)     Handle the election of the President of the Management Board at the expiry of his term.

4)     Nominate a candidate for President of the new Management Board upon the approval from the Development Board.

5)     Vote in the election.

6)     Not interfere with the daily operations of the serving Management Board.

7)     The Development Board meetings are called and chaired by the Chair of the Board. If the Chair is unable to call the meeting, the Vice-Chair may call the meeting. Fifteen days before the meeting, the Secretary-General must notify the Board members of the agenda, time and the venue. Board members must respond to indicate their intention to or not to attend the meeting.

8)     The quorum for all meetings is fifty percent (50%) or more of the total number of Board members. Resolutions must be passed by fifty percent (50%) of the Board members present. The chair does not cast his vote for the first round. If the number of Yes-votes and No-votes is the same, the Chair can then cast his decisive vote.

9)     The Development Board is an internal structure of the Federation. Board members cannot represent the Board in community events.

10) The Chair of the Development Board cannot serve as the President of the Management Board concurrently.

11) Should the President of the Management Board commit a crime, violate the Federation’s Bylaws, seriously damage the reputation of the Federation, or cause loss to the Federation, the Development Board has the right to expel him from the Management Board and his position. A special meeting must be called with a quorum of fifty percent or more of the total number of Development Board members and the resolution must be passed with fifty percent or more of the Development Board members present. Board members should be due diligent in supporting the Board and the development of the Federation.

12) A member who has missed three meetings will be deemed to have voluntarily withdrawn from their directorship.

Clause 15     Sources of the Development Fund

1)     The Development Fund consists of funds originally donated by the former Directors of the Canada Chaoshan Business Association, funds from the former Boards of Teo Chew Society of Vancouver, and the former Boards of Canada Chaoshan Business Association accumulated from the balances and put aside for the long-term development fund.

2)     Funds raised by the Development Board; significant donors will be appointed with honorary titles upon the approval of the Board.

3)     Balance funds brought forward by each Management Board.

4)     In principle, the Management Board cannot use the designated Development Fund to cover their operational costs, unless they make such a request in special circumstances and it be granted upon the approval from the Development Board.

Structure 3   Management Board

Clause 16    Members of the Management Board include: the President (Management), Executive Presidents, VP (Management), VP, Directors (Management), and other Directors. Departments include the Secretariat, the Finance Committee, the Youth Committee and other departments determined by the Board of the year. Only members of the Federation can be elected to join the Management Board. All directors serve a three-year term.

Clause 17    Election of the President of the Management Board and his term

1)     For the election of the first President of the Federation, the Presidents of the two Founding Societies or the Special Committee for the Merging of the Founding Societies will nominate candidates and then the Committee will cast their votes.

2)     For elections after the first Management Board ends their term, an Election Committee is to be formed by the Development Board six months prior to the end of the President’s term. The Election Committee’s job is to review the candidates’ qualifications and electoral procedures; design the election system; and confirm the election date. The election day cannot be later than three months before the end of the President’s term. The Election Committee must inform, in writing, all Management Board Directors and Development Board Directors, 21 days in advance, the new President’s election date, place, and election format.

3)     Management Board Directors and Development Board Directors can each cast one vote. Based on the policies presented by the candidates, votes can be cast verbally in an in-person election meeting or by ballots. The candidate with the highest number of votes wins and will become the next President. Management Board or Development Board Directors who are absent in the election meeting are deemed to have given up their voting rights. The President serves a three-year term and may run to be re-elected but can only serve for two consecutive terms.

Clause 18      Nomination of Candidates for the new President

The Election Committee manages the election of the new President comprised of nominated candidates. Nominations can be made by:

1)     the President of the current Board;

2)      five or more serving Management Board Directors; or

3)      the Development Board.

Clause 19   The President (Management) of the Federation has the authority and responsibility to:

1)     establish the structural organisation of the new Management Board;

2)     appoint department heads and the Secretary General;

3)     chair the Board and lead all areas of the Federation’s affairs;

4)     appoint Executive Presidents, VP (Management), VP, Directors (Management), Directors and other Honorary title members;

5)     determine the amount for directors’ fees for each position; and

6)     raise operational funds needed for the term.

Clause 20     Responsibilities of the Management Board of Directors

1)     Meet at least twice a year, with the meeting to be called by the President or Executive President.

2)     Review the President’s annual workplan, discuss and pass resolutions presented by the President or Directors.

3)     Comment on the progress reports from the Secretariat and other departments and give suggestions.

4)     Listen to financial reports from the Finance Committee.

5)     A Director sitting on the Management Board must pay a Board of Directors’ fee. Board Members who fail to pay the full fee amount within three months of their appointment will be disqualified as Board members and can no longer sit on the Board.

6)     The Secretariat is headed by the Secretary General. Her tasks are determined and assigned by the President and the Board for the general daily operation of the Federation.

7)     Directors of the Management Board have the right to elect, be elected, and to vote. Directors of the Management Board need to care and support the development of the Federation. If the Directors of the Management Board miss three meetings called by the Management Board, they will be deemed to have voluntarily given up their directorship.

Clause 21    All Development Board members must be notified seven days before the Board meeting date. The quorum must be over twenty percent of the total number of Board members. All resolutions and reports presented by the Board must be passed by over fifty percent of the Board members attending the meeting.

Chapter Four    Management of Federation Funds and Assets

Clause 22     Sources of funds of the Federation are derived from the following:

1)     membership fees and Management Board Directors’ fees;

2)     donations;

3)     income from programs and activities;

4)     interest; and

5)     other legitimate income.

Clause 23     Funds raised by the current Management Board must be used for the operation and development of programs and activities stated in the Bylaws. If the President is re-elected, the balance of the funds can be brought forward to the following term.

Clause 24     The Finance Committee must prepare an annual Financial Statement to be passed by the Management Board.

 

Clause 25     Annual financial reports of the Federation, and balance of funds brought forward to the next Board must be audited. All financial transaction records must be professionally managed and internally audited.

Chapter Five    Termination Procedure and Assets Disposal

Clause 26    In any of the following circumstances, the Federation shall be terminated and the Board of Directors or Executive Committee shall put forward a proposal for dissolution and deregistration:

1)     Where the members at the general meeting decide to have the Federation dissolved.

2)      Where the Federation merges with other organizations.

3)      Where the Federation is unable to continue with its work according to the tenet stated in the Constitution.

Clause 27      Procedure for Winding-up and Dissolution

The proposal for termination of the Federation shall be put forward by the Management Board as a special resolution to be discussed and voted on in a Special General Meeting of registered members. Upon the approval of the membership to terminate the Federation, a special committee will be established to settle claims and debts of the Federation. All other activities will be frozen.

Clause 28      Disposal of Assets

On the winding-up and dissolution of the Federation, the assets must not be distributed among the members. After all debts have been paid or provision for payment has been made, the assets remaining will be donated to a charitable institution or to trustees on trust for a charitable purpose.

Chapter Six        Supplementary Provisions

Clause 29      The power of interpretation of these Bylaws shall vest in the Development Board of the Federation. Any amendment to these bylaws must be proposed by the Development Board and approved by the members of the Federation in a special meeting of members.

Clause 30      These Bylaws were passed by the Special Committee for the Merging of the Founding Societies on May 20th, 2022.

Clause 31     The definitions in the Societies Act on the date these Bylaws become effective apply to these Bylaws. If there is a conflict between these Bylaws and the Societies Act or the Regulations under the Act, the Act or the Regulations, as the case may be, prevail.