By-Laws of the United Indonesian Canadian Society  [UNICAS]

Preamble
On this 6th day of March, 2004 in Toronto, Ontario, was established the United Indonesian Canadian Society, a.k.a. UNICAS, founded by immigrants originating from Indonesia.
The purpose of UNICAS is to pro-actively enrich and strengthen the social and cultural fabric of Canadian society; to proudly represent its own structural make-up while respecting the multi-cultural fabric of Canadian society; to work in cooperation with individuals, the government and other organizations and institutions and thus gain recognition and support to attain higher goals and sensible ideals.

Article 1 – Objectives of the Society
a) to provide a neutral environment where members can communicate with each other in harmony; where they can exchange thoughts and ideas to the enhancement and development of their knowledge,
b) to engage in social, cultural and service activities,
c) to support and assist the membership in legitimate pursuits to enhance their life in Canada,
d) as a non profit organization, the society  intends to work in conjunction with governmental and other establishments to facilitate the attainment of communal objects; the raising of awareness of ‘good citizenship’ and the more rapid integration of immigrants into society,
e) to recognize and promote the development and delivery of innovative programs, and to coordinate with other similar organizations to work for mutually beneficial ends.

Article 2 - Membership
1. To advance the purpose of the Society “General Membership” shall be targeted primarily to persons in good standing in the Indonesian community.

Others who do not hail from Indonesia, but are interested in the objectives of the Society may apply for “Associate Membership”.

Membership is issued in the name of an individual or family, i.e. parents with children under 16 years of age, and is non transferable,

2. The following membership classifications shall be available :
a)  General membership, which becomes active upon payment of annual dues.
b)  Associate Membership, which become active upon payment of annual dues.
 
A member in good standing will have no outstanding accounts with UNICAS.
c) Honorary Membership shall be elected by a two-thirds majority of the “Board of Directors’ for outstanding service to the Society or business in the community, for such period as the Board of Directors may appoint.
d) Honorary Lifetime Membership may, subject to the unanimous approval of the Board of Directors be awarded to a member in good standing who has contributed in an outstanding fashion toward the service of the Society in fulfilling its purpose.

3. Each member should keep the Secretary and/or Membership officer informed of any changes in address, phone number, e-mail address and other particulars to facilitate good communications.

Article 3 – Admission Procedures
An individual or family who qualifies under article 2 may pay the annual membership dues and will subsequently have their name(s) entered upon the membership rolls.

Article 4 – Dues and Finances

a) All membership dues shall be payable on or before the expiry date of current membership.
b) Honorary Members shall be exempt from the payment of annual membership dues, and Honorary Lifetime Members shall be exempt from the payment of annual membership dues.
c) No refund of fees need be made by the Society. The Board of Directors however, may upon application, rule upon extenuating circumstances.
d) Society funds shall not be used in any manner that is inconsistent with the articles and intentions of the Society.

Article 5 – Meetings
1. All meetings of the members of the Society shall be held at such place and time as the Board of Directors may determine.
    
At such meetings each adult “General Member” present and in good standing shall be entitled to one vote plus any proxies he/she bears.
 
Voting shall be by show of hands, unless otherwise determined by the majority of voting members at the General Meeting. 

2. The General Meeting for the election of an Executive Board should take place not later than January 31st in the year following the current executive board's last term.

3. A Special General Meeting of the members of the Society may be called at any time :
a) Upon order of the President
b) Upon an express resolution of the Board of Directors
c) Upon written requisition of at least ten members addressed to the Secretary
The said order, resolution or requisition shall indicate the purpose of the meeting, otherwise it shall be without effect, Such Special General Meeting shall not be held before the expiry of six days from the date on which the Secretary is notified of a resolution of the Board of Directors to this effect or receive such order or requisition.

No other business shall be taken into consideration at the Special General Meeting than that indicated in the notice.

All meetings of the members shall be called by means of a written notice stating the date, hour, place and purpose of the meeting, which shall be delivered at least three days before the date of the meeting.

The inadvertent or accidental omission to give any member or members notice of a General Meeting shall not invalidate such meeting or any action taken thereat, provided such omission does not extend to more than 10% of members in good standing.

A quorum of members at any meeting of the Society shall consist of not less than 25% of members in good standing. If a quorum is not reached the General Meeting shall be postponed for one hour, after which all decisions agreed by the meeting are deemed binding.

Article 6 – Board of Directors
1. The Board of Directors shall consist of a minimum of five members, i.e. A President, and one or more officers of: Vice President, Secretary, Treasurer and/or other office.
   
Any four members shall constitute a quorum.
   
The Board may be enlarged at the discretion of the President, and shall remain in office for three years. The President may appoint Committee Coordinators for sections like the Newsletter, Social-, Cultural, Service- Sport- activities, etc. to assist the Board in the fulfillment of its duties.

2. The Board of Directors shall administer the affairs of the Society in all respects, make or cause to be made for the Society any contract which the Society may enter into, fill all vacancies on the Board or in any office caused by death, resignation or otherwise, and from time to time shall regulate appointment, functions, expenses, duties and removal of any employees of the Society and make such rules as may be necessary to regulate the conduct of the Society not inconsistent with its By-laws.

3. Meetings of the Board shall be held as often as required, but at least once every two months, and shall be called by the President, or by the Secretary at the written request of any three members of the Board.
   
If any Director fails to attend three consecutives meetings of the Board of Directors, unless such absence is due to sickness or other unavoidable cause for which he/she is excused by the President, or if any Director fails to perform his/her duties to the satisfaction of the Board of Directors, the Board of Directors by resolution may declare the said Director’s office vacant and appoint a successor for the remainder of his/her term of office.

Article 7 – Duties of Officers
1. When present, the President, or an officer delegated by the President, shall preside as Chairperson at all meetings of the Board of Directors, and rule on the deliberations of such meetings.
   
The President shall further exercise a general overview of all the business of the Society, subject nevertheless to the orders and instructions of the Board of Directors.
   
All contracts of any nature whatsoever, authorized or entered into by the Board of Directors, shall bear the President’s signature or that of such other Director or person as may be appointed by the Board of Directors.
   
The President shall appoint all committees, subject to the approval of the Board of Directors.
   
The President shall be an ex-officio member of all committees.
   
The Chairperson of all Board meetings, General or Special Meetings shall not have a vote, except in case of a tie.
   
In the absence of the President, the Vice President shall replace the President and exercise the President’s functions.

2.  The Treasurer shall have charge of all funds of the Society and shall deposit the same in a Chartered Canadian Bank or Trust Company approved by the Board of Directors.
   
Out of such funds he/she shall pay amounts authorized by the Board of Directors and keep a regular account of the income and expenditure of the Society and submit an audited statement thereof for presentation at the General Meeting  or at any other time required by the Board of Directors.
   
He/she shall make such investment of the funds of the Society as the Board of Directors may direct in the name of the Society or of any nominee authorized by the Directors to hold such investment for and on behalf of the Society.
   
The Treasurer shall, with the President, or an appointed President-Elect, sign all notes, drafts and cheques.

3. The Secretary shall be responsible for keeping the meeting records of the Society, conducting its correspondence, retaining copies of all official letters, preserving all official documents, and shall perform all such other duties as properly appertain to the office.

4. The Legal Advisor shall be appointed by the Board and shall advice the Directors in all legal matters pertaining to the affairs of the Society at the request of the President or any of the members of the Board of Directors.

5. The auditor shall be appointed by the Board. The powers and duties of the Auditor shall be such as prescribed by the Ontario Companies Act and he/she shall carry out such further duties not inconsistent with the provisions of the said Act, as the Director may prescribe.
In addition it shall be his/her duty to examine the Society’s accounts at intervals decreed by the Board of Directors.

Article 8 – Discipline
1. Any member who acts in any way that is prejudicial or injurious to the interest of the Society, or who otherwise renders himself/herself guilty of unbecoming conduct or improper behavior shall be liable to exclusion from the Society upon a majority vote of the Board of Directors.

2. Any charge against a member under the preceding section 1 hereof must be made in writing, duly signed by the complainant(s), and addressed to the Secretary, who shall submit it to the Directors at the next meeting.

A member against whom such charge is made shall be entitled to a hearing by the Board of Directors before its decision is rendered.

Article 9 – Head Office & Seal
1. The Society’s head office and chief place of business shall be that as agreed upon by the Board.
2. The Corporate Seal of the Society shall have inscribed thereon the name of the Society and the year of its incorporation, and shall be maintained with the Secretary.

Article 10 – Fiscal Year
The fiscal year of the Society shall end on the 31st day of December.

Article 11 – Membership Year
The membership year shall end on December 31st.

To increase membership, it is at the Board‘s discretion to make exceptions.

All acquired rights and privileges of members in good standing shall continue into the ensuing year provided membership dues or fees are received in full for the current membership.

Article 12 – Amendments
The foregoing By-laws shall not be changed, modified, altered or amended except by an affirmative vote of two-thirds of the Board of Directors given at a regular Board meeting or at a Special Meeting of the Board duly called for that purpose.

Such changes shall not become effective until the next General Meeting or an intervening Special General Meeting called to consider the same, at which time they shall be confirmed or cancelled as the meeting may decide.

Before such meeting of the Society, a written notice of one clear month shall be given to the members by the Secretary of the changes, modifications, alterations or amendments to be submitted to such meeting for consideration, and the confirmation thereof shall require the affirmative vote of at least two-thirds of the votes cast by such members in good standing in attendance.

January 2009