Memorandum of Association
As approved by special resolution of the members on May 5, 2019.
The Name of the Society is: Iranian Cultural Society of Nova Scotia
The objectives of the Society are:
(a) To preserve and strengthen the culture, traditions, art, literature and official language of Iranians residing in the Province of Nova Scotia, Canada.
(b) To organize classes to teach reading and writing in Farsi.
(c) To promote cultural, educational and sport activities, and to encourage community-based interactions.
(d) To plan and hold celebrations and events reflecting our cultural calendar and heritage.
(e) To lead and encourage fund-raising activities and support humanitarian needs of Iranians in distress.
Provided that nothing herein contained shall permit the Society to carry on any trade, industry or business, the Society shall be carried on without purpose of gain to any member and that any surplus or any accretion of the Society shall be used solely for the purposes of the Society and the promotion of its objectives.
If for any reason the operations of the Society are terminated, wound up, or dissolved and at that time, after settlement of all liabilities, any property remains, it shall be donated to qualified organizations (as described in subsection 149.1(1) of the Income Tax Act in Canada) that have similar objectives to those of the Society.
The activities of the Society are to be carried on in Nova Scotia. The Registered office of the Society is located at:
Unit 200, 604 Bedford Highway, Halifax, Nova Scotia B3M 2L8
BY-LAWS OF THE IRANIAN CULTURAL SOCIETY OF NOVA SCOTIA
As passed by special resolution of the members on May 5, 2019.
The Society is an independent non-profit society, and its activities shall conform with the purpose and objectives stated in its Memorandum of Association and be independent of political and religious motives.
Article 1 - Definitions
1. In these by-laws:
(a) “Society” means the Iranian Cultural Society of Nova Scotia;
(b) “ordinary resolution” means a resolution passed by not less than 50% plus 1 of the votes cast on that resolution;
(c) “special resolution” means a resolution passed by not less than three-forth (3/4) of voting members as are present in person or by proxy, where proxies are allowed, at a meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given;
(d) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act;
(e) “shall” is mandatory and “may” is permissive;
(f) “session” and “meeting” have the same meaning;
(g) “Board”, “BOD” and “Board of Directors” are synonymous
Article 2 – Membership Categories, Rights and Responsibilities
2. All eligible members shall:
(a) uphold the objectives of the Society;
(b) be of at least eighteen years of age, and
(c) live in the province of Nova Scotia.
3. There shall be three membership categories:
(i) Honorary member: a member with a notable reputation, who has either supported the Society by notable financial support or have provided significant distinguished service to the Society. The member has the right to vote at any meeting of the Society. The candidacy for the honorary membership shall be proposed by BOD and voted upon by the voting members.
(ii) Voting member: anyone who meets all the conditions (a) to (c) mentioned above, is eligible to become a member of the Society with voting rights, with the proviso that they pay the annual membership fee (on January of each year), as determined by the Board of Directors.
(iii) Associate member: which would include all others who are eligible, with no age restriction. Associate members have no voting rights.
4. Membership of the Society is not transferable.
5. Membership in the Society terminates if:
(a) the member passes away, or
(b) the member resigns by submitting a written notice to the Society, or
(c) the member ceases to qualify for membership in accordance with these by-laws, or
(d) the member has been dismissed from the Society based on a special resolution approved by the General Assembly.
6. All members are entitled to attend the General Assembly and special meetings of the Society, but only the honorary and voting members have the rights to vote at these meetings and hold an office within the Society.
7. The members who meet all the following conditions are eligible to nominate themselves or be nominated to become a member of the Board of Directors (BOD):
(a) they are a voting member of the Society for a minimum of one year;
(b) they are a citizen or a permanent resident of Canada; and
(c) they are not an immediate family member of an existing BOD member or another candidate for the Board of Directors; the exceptions would be cousins and other non-immediate family members.
8. The voting members may repeal, amend or add to these by-laws only by special resolution. No by-law or amendment to these by-laws shall take effect until it is approved by the Registrar.
Article 3 – General Assembly Meetings
9. An annual meeting of the General Assembly shall be held in every April.
10. A quorum of one-fifth (20%) of the voting members must be present in order for the business of an annual meeting to be transacted in the Society. Approval of a resolution would require votes of 50% + 1 of the voting members who are present in the meeting or by proxy.
11. In case they could not attend the meeting, voting members have the right to name their proxies by sending e-mail to BOD prior to the General Meeting. Each individual, can only hold ONE proxy. The proxy is valid only for ONE meeting (as specified by the voting member) and the subsequent meeting for the unfinished business of the adjourned meeting.
12. In the absence of a quorum, a meeting shall be held within fifteen to thirty days from the date of the first meeting by invitation of the Board of Directors. No quorum is necessary for the second meeting. The notice of the second meeting shall explicitly state the above.
13. The business of an Annual meeting is as follows:
(a) approval of minutes of the previous session;
(b) receiving and evaluating the annual report of BOD and commenting on it;
(c) consideration and approval of the annual financial report of the Society by voting;
(d) election of BOD, if the number of Directors (including substitute members) become less than seven (7).
(e) appointment of a financial auditor from its membership by voting.
14. All other business than those listed under clause 13 shall be considered in a special meeting; including, but not limited to the following:
(a) changes to the Memorandum of Society or these by-laws;
(b) removal of a director and appointing another person to complete the term of office;
(c) election of new board members, if necessary.
15. A Quorum of one fifth (20%) of the voting members must be present in order for the business of a special session to be conducted in the Society. Approval of a special resolution such as proposals to change by-laws require votes of at least ¾ of the voting members who are present in the meeting or by proxy.
16. In case they could not attend the meeting, voting members have the right to name their proxies by sending e-mail to BOD prior to the Special Meeting. Each individual, can only hold ONE proxy. The proxy is valid only for ONE meeting (as specified by the voting member) and the substitute meeting for the unfinished business of the adjourned meeting.
17. In the absence of a quorum, a meeting shall be held within fifteen to thirty days from the date of the first meeting by invitation of the Board of Directors. No quorum is necessary for the second meeting. The notice of the second meeting shall explicitly state the above.
18. A special session of the General Assembly shall be held as required to consider special issues based on: (a) the discretion of the Board of Directors; or (b) the written requests of at least twenty-five per cent (25%) of voting members by submitting the special form. BOD shall hold the meeting within twenty-one (21) days of receiving the required number of requests.
19. A formal notice to all members is required for holding any session of the General Assembly. The notice must:
(a) specify the date, place, time and the nature of the business of the meeting;
(b) be given to the members by electronic mail and by announcement on the Society’s website, at least twenty one days prior to the meeting; and
(c) non-receipt of the notice by any member shall not invalidate the proceedings.
General Meetings’ Chair
20. The President, or in his/her absence, the Vice-President, or in the absence of both of them, any Director appointed by the Directors who are present, shall chair the meetings. If any director has conflict of interest with the issue for which the special meeting is called, that director cannot chair the meeting.
21. The Chair does not have the right to vote, except for tie-breaking.
22. At any meeting, if a vote is demanded, it shall be held by show of hands or by secret ballots at the discretion of the Chair.
23. The Chair may, with the approval of the General Assembly, adjourn any meeting. No business shall be conducted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the members.
Article 4 – Board of Directors
24. The management of the Society is the responsibility of the Board of Directors, whose members are elected from qualified candidates by secret ballots of the voting members for a term of two years. The directors may engage a General Manager, and determine his/her duties, responsibilities and renumeration.
25. The Board of Directors shall:
(a) plan literary, cultural, artistic, educational and sporting activities in order to advance the Society’s goals and objectives;
(b) defend the social rights and dignity of the members, support activities related to the goals and objectives of the Society, and introduce valuable activities for the members and related groups;
(c) cooperate with governmental authorities of Nova Scotia and Canada to advance the purpose and objectives of the Society;
(d) propose resolutions to the General Assembly for approval;
(e) prepare an annual financial report for the Society and submit it to the General Assembly for approval;
(f) have the financial report audited by the appointed financial auditor;
(g) hire and dismiss employees and establish their job descriptions, salaries and bonuses;
(h) maintain a bank account in the name of the Society and make deposits to and withdrawals from the bank account only for Society’s affairs;
(i) identify the Directors whose signatures are required for withdrawals and deposits to the bank account;
(j) identify the Directors whose signatures are required to execute contracts, deeds, bills of exchange and other instruments and documents;
(k) form working groups to undertake the activities of the Society;
(l) publish a newsletter, maintain a Website and provide information services to members;
(m) perform any other tasks necessary for implementing the goals and objectives of the Society.
Composition and Duties
26. The Board of Directors is composed of seven to nine members.
27. Those who are ranked 8th and 9th elected members will be substitute members.
28. The officers shall be selected by the directors by secret ballot and shall be a President, a Vice-President, a Treasurer, and a Corporate Secretary.
29. The President, or in his/her absence, the Vice-President, or in the absence of both of them, any Director appointed by the Directors from those present, shall preside as the Chair at a session.
30. The Chair does not have the right to vote, except for tie-breaking.
31. The Vice-President shall perform such duties as are assigned by the Board of Directors. In an event the president resigns or is dismissed, the Vice-President shall replace to assume duties of the President.
32. The Secretary shall have the responsibility for the preparation and custody of all non-financial books and records, including but not limited to:
(a) the minutes of General Assembly meetings;
(b) the minutes of meetings of the Board of Directors, and
(c) the list of registered members.
33. The Secretary is also responsible for filing the annual requirements as set forth by the Registrar, and has custody of the Society’s Seal, if any, which may be affixed to any document upon resolution of the Board of Directors.
34. The Secretary is responsible for transmitting the following to the Registrar
(a) a compiled list of Directors names with their addresses, occupations, and dates of election or appointment, within fourteen days of their election or appointment, and
(b) submit a copy of every special resolution, within fourteen days after the resolution is approved.
35. The Treasurer shall have the custody of all financial books and records of the Society and carry out all other financial-related duties as assigned by the Board of Directors.
36. Three other Directors shall assume any other functions as per discretion of the Board of Directors.
37. Each voting member of the Society may vote using an approved ballot issued by the Society to the member.
38. All Directors shall be elected to a two-year term and shall not be elected more than three consecutive terms. Upon completion of the third two-year term, the member would not be eligible to be a Director for a period of one term.
39. In order to provide continuity to the Board’s activities, prior to the end of each term, the Directors shall elect two of the Directors to act as non-voting advisors to the succeeding Board of Directors, in case less than two of the outgoing Directors are reelected into the next Board.
40. The substitute members shall be called upon in case of vacancy of a Director, based on their ranking at the time of their election. The Board may then re-shuffle the position of its Directors.
41. The Board of Directors shall meet at least once a month on a sufficient notice to the Directors, with a quorum consisting of at least five of the Directors.
42. The minutes of each BOD meeting shall be recorded by the secretary and be available in a digital format within a week from the meeting’s date. The minutes shall be kept in a repository, available only to the BOD. The minutes of Directors’ meetings will be available only to Directors of the Society.
43. A Director can participate in the meeting through any means to be established by the Board of Directors, as deemed appropriate. A Director who is absent without a legitimate reason for three consecutive sessions or five non-consecutive sessions within a six-month period, will be terminated. The legitimacy of the reason shall be decided by the remaining Directors.
Article 5 – Finance
44. The fiscal year end of the Society shall be the last day of December.
45. The Directors shall annually present to the members a written report on the financial situation of the Society. The report shall be in the form of:
(a) a balance sheet showing the assets, liabilities and equity;
(b) a statement of its income and expenditure in the preceding fiscal year;
(c) a proposed budget for the following fiscal year.
46. A copy of the financial report shall be signed by the auditor.
47. A signed copy of the approved financial report shall be filed with the Registrar within fourteen days after its approval by the General Assembly in each year.
48. The auditor shall make a written report to the members upon review and inspection of the financial statements. In every such report, the auditor shall state whether the financial statements are full and fair statements, and contain the particulars required by the Society and properly drawn up so as to exhibit a true and correct view of the Society's affairs. The report shall be read at the annual meeting.
49. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society only as prescribed by resolution of the Board of Directors.
50. The members may inspect the annual financial statements and minutes of the General Assembly meetings of the Society at the registered office of the Society by submitting a notice of request one week in advance.
51. All other books and records of the Society may be inspected by any member at any reasonable time within two days prior to the Annual meeting of the General Assembly at the registered office of the Society.
52. The formal/institutional borrowing powers of the Society may be exercised by special resolution of the voting members.
53. Directors shall serve without remuneration and shall not receive any profit from their positions.
54. The Society shall not make loans, guarantee loans or advance funds to anyone.