A By-Law relating to the conduct of the business and affairs of
NEPALESE JANAJATI (INDIGENEOUS)
(Herein called the “NJAC”)
A not-for-profit Corporation Registered under Canada Corporation Act
(Charitable Corporation Status Registration pending)
(Revised Draft 2022)
ARTICLE I INTERPRETATION
ARTICLE II NAME AND SEAL
ARTICLE III OBJECTIVES
ARTICLE IV MEMBERSHIP
ARTICLE V DIRECTORS / EXECUTIVE COMMITTEE MEMBERS
ARTICLE VI SUB-COMMITTEE
ARTICLE VII MEETINGS
ARTICLE VIII GENERAL PROVISION
“Fully harmonized and thriving indigenous communities of Nepalese Canadians celebrating their glorious history, diverse linguistic and cultural heritage within the framework of Canadian multiculturalism.”
“To facilitate integration of the diaspora indigenous Nepalese Canadians into the Canadian mainstream, while promoting and preserving their diverse languages and rich cultural heritage through an enabling environment in which the communities can flourish through vibrant networking and experience sharing among each other and with the indigenous communities in Canada.”
1.01. In this By-Law and all other By-Laws and resolutions of the NJAC unless the context otherwise requires:
1. “Act” means the Canada Corporation Act together with the regulations made pursuant thereto and any statute or regulation that may be substitutes therefore, as amended from time to time.
2. “Articles” means the articles of incorporation of the NJAC as amended or
restated from time to time.
3. “Board” means the board of directors of the corporation and “Director” means
a member of the board.
4. “Executive Committee” means core group of Executive Committee Members
of NJAC presided by the President or Vice-President or any other members on their behalf.
5. “Meetings” means any meeting of Executive committee members, Board members including an annual general meeting of Life and general members.
6. “By-Laws” means this By-Laws and all other By-Laws of the NJAC as amended from time to time, and from time to time in force and effect.
7. “Janajati” refers to the indigenous nationalities of Nepali origin, their spouse, children and grandchildren.
8. In these By-Laws and in all other By-Laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and Corporations.
9. Save as aforesaid, all the words and terms appearing in this By-Law shall have the same definition and applications as in the Act.
10. “Life Membership” Any individual and his/her family who pays dollar ($100.00) or more by the purchase date of real estate property shall be granted as Life Membership. A life member and life member shall have the same privileges of general member without the liability to pay the annual membership fee.
11. General Membership. This shall be open to all interested individuals who pay dollars ($15.00) or more by the record date of the Members’ Annual Assembly of that year. This membership will be valid for one current term of the board or executive.
12. Associate Membership. This shall be open to all interested non-janajati individuals who pay dollars ($50.00) or more by the record date. This membership will be valid for one current term of the board or executive with no voting rights.
2.01. The name of the Corporation shall be NEPALESE JANAJATI (INDIGENOUS)
ASSOCIATION CANADA (NJAC).
2.02. The seal, an impression whereof is stamped in the margin hereof, shall be the seal
of the Corporation.
2.03. Until change in accordance with this By-Law, the head office of the NJAC shall be situated in a city within the Greater Toronto Area (GTA) of the Province of Ontario, Canada.
The objectives of the Nepalese Janajati (Indigenous) Association Canada (NJAC) are:
3.01. Foster closer relation, cooperation, friendship among the indigenous people of Nepali
origin living in Canada.
3.02. Foster interaction and exchange of information among the members.
3.03. Preserve the Nepalese indigenous arts and cultures by organising social
gatherings, public programmes during the indigenous festive seasons.
3.04. Help integrate new immigrants from Nepal with the mainstream Canadian affairs.
3.05. Provide financial or other help in the form of food, shelter, clothes and other
essentials of life to the seniors helpless and needy people of the Nepalese community living in Canada.
3.07. Strengthen the network with other indigenous groups all over the world with a view
to promote and protect the indigenous rights, art and culture.
3.08. Stand united with Nepal’s indigenous groups to achieve common goals of nationalities of the indigenous origin.
3.09. Organize national/regional/global conventions and conferences with a view to
achieve the objectives of NJAC.
4.01. Membership in the NJAC shall be limited to persons interested in furthering the
objectives of NJAC and shall consist of anyone whose application for admission as a member has received the approval of the board of Executive Committee. The membership shall consist of individuals or organizations as General Members, Life Members, Associate members and Honorary Members.
GENERAL AND LIFE MEMBER
4.02. A General / Life Member of NJAC shall be any person of JANAJATI (INDIGENEOUS)
COMMUNITY OF NEPAL and/or any PERSON OF INDIGENEOUS origin of Nepal who is living in Canada or elsewhere and supports the objectives and positions of NJAC may become a member. The spouse and children/grandchildren of General Members are automatically entitled to the membership of NJAC irrespective of their place of birth or not being the person of indigenous community of Nepal provided that the application to become a member is submitted by them to the NJAC.
4.03. Any interested person, partnership, corporation, agency or other group which supports
the purpose of the NJAC who is not qualified as a full member may become an associate member under such terms and conditions as the Executive Committee may from time to time deem appropriate. As a general guideline but not limited, the Associate Members shall be the people and companies of Nepali and non-Nepali origin with an interest in promoting and helping Nepal and non-Nepali origin with an interest in promoting and helping Nepal and Nepalese people. They will be able to attend the general meetings and all activities of the Association but will have no voting and contesting rights for the membership of the NJAC.
4.04. Any person, who in the opinion of the Board/Executive Committee Members has rendered meritorious service to the NJAC or Nepalese Janajati (Indigenous) Community, may be inducted an honorary member under such terms and conditions as the Board/ Executive Committee Members may from time to time deem appropriate.
4.05. Any organization (registered with Corporation Canada or otherwise) created for furtherance of a specific indigenous group of Nepal is considered institutional member of the NJAC. They are able to attend the general meetings and all activities of NJAC with no voting rights.
4.05. Each general / life member shall be entitled to one vote on each question arising at any
special or general meeting of the members. Each member shall be informed by the Secretary/Treasurer of his/her admission as a member.
4.06. Questions arising at any meeting of members shall be decided by a majority of votes.
All members may vote on any question. In case of an equality of votes the motion shall be defeated. A declaration by the chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In absence of the chairperson, her/his duties may be performed by such other executive committee members as the executive committee may from time to time appoint for the purpose.
4.07. Any member may withdraw from the NJAC by delivering to the corporation a written
resignation and lodging a copy of the same with the secretary.
4.08. All members shall pay a membership fee as determined from time to time as determined by the Board. This fee entitles the life members to life time and general and associate members to three years of membership.
BOARD OF DIRECTORS / EXECUTIVE COMMITTEE
5.0.0 The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (5), at least three of whom are not officers or employees of the Corporation or its affiliates. The Board, through a resolution in the Board of Directors meeting, shall determine the number of directors that shall be open for contest in the Annual Members Meeting to elect new Board of Directors for a new term
5.01. The property and business of the NJAC shall be managed by the Executive
Committee. The minimum number of executive committee which consist of President, Vice-President/s, General Secretary, Joint Secretary, Treasurer, Joint Treasurer, shall not be less than eleven (11) at any time, and maximum number of the executive committee may be determined from time to time by a majority of the executive committee at a executive committee meeting and sanctioned by an affirmative vote of at least two thirds (⅔) of the members at a meeting duly called for the purpose of determining the number of executive committee to be elected.
5.02. Board/Executive committee members must be individuals, at least 18 years of age, with power under law to contract. Board/Executive committee members need to be either General or Life members. The Board/Executive committee members shall be representative and inclusive from Nepalese janajati communities and organizations.
5.03. The applicants for corporation shall constitute the first Board/Executive Committee members of the NJAC, whose term of office as Executive committee members shall continue until their successors are elected.
5.04. At the first meeting of members, the Board/Executive committee members then elected shall replace the provisional executive committee members named in the letters patent of the NJAC.
5.05. Executive committee members shall be elected for a term of 3 years by the members
at an Annual General Meeting of members. A general member or life member to be elected as executive committee member should have good standing in the community.
5.06. The office of Executive Committee member shall be automatically vacated:
Provided that if any vacancy shall occur for any reason in this paragraph contained, the Board/Executive Committee by majority vote, may or by appointment fill the vacancy with a member of the NJAC.
5.07. The executive committee shall serve as such without remuneration and no Executive
Committee member shall directly or indirectly receive any profit from his position as such, provided that an executive committee member may be paid reasonable expenses incurred by him/her in the performance of his/her duties. Nothing herein contained shall be constructed to preclude any executive committee member from serving the NJAC as an officer or in any capacity and receiving compensation therefore.
5.08. A retiring executive committee member shall remain in office until the dissolution or
adjournment of the meeting at which his/her retirement is accepted and his/her successor is elected.
DUTIES OF EXECUTIVE COMMITTEE MEMBERS
5.09. The president. The president shall be the chief executive officer of the NJAC. He/she
shall preside at all meetings of the NJAC and of the executive committee. He/she shall have the general and active management of the affairs of the NJAC. He/she shall see that all orders and resolutions of the executive committee are carried into effect.
5.10. The Vice-President. The vice-president shall in the absence or disability of the
president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him by the Executive Committee.
5.11. The General Secretary. The General Secretary may be empowered by the Executive Committee upon resolution of the Executive Committee Members, to carry out his/her affairs of the NJAC generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He/she shall give or cause to be given notice of all meetings of the members and of the Executive Committee, and shall perform such other duties as may be prescribed by the Executive Committee or president, under whose supervision he/she shall be. He/she shall be custodians of the seal of the NJAC, which he/she shall deliver only when authorized by a resolution of the Executive Committee to do so and to such person or persons as may be named in the resolution.
5.12. The Joint Secretary. The Secretary shall assist the General Secretary and, in the absence, or disability of the General Secretary, shall perform the duties and exercise the powers of the General Secretary and perform such other duties from time to time be imposed upon him/her by the Executive Committee.
5.13 The Treasurer. The Treasurer shall have the custody of the funds and securities of the NJAC and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the NJAC in the books belonging to the NJAC and shall deposit all monies, securities and other valuable effects in the name and to the credit of the NJAC in such Charter Bank of Trust Company, or in the case of securities, in such registered dealer in securities as maybe these designated by the Board/Executive Committee from time to time. He/she shall disburse the funds of the NJAC as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and Executive Committee at the regular meeting of the Board/Executive Committee, or whenever they may require it, an according of all the transactions and a statement of the financial position, of the NJAC. He/she shall also perform such other duties as may arise from time to time, be directed by the Board/Executive Committee.
5.14. Joint Treasurer. The Joint Treasurer shall assist the Treasurer and perform the duties in the absence or disability of the Treasurer.
5.15. Patron. The Patron shall support or protect the institution with finance, knowledge, and any efforts. He/she shall make his/her influence or advocacy in making contacts with other organizations and individuals.
5.16. Advisor. The advisor shall advise and support the Board/Executive Committee.
5.17. Board members (Board of directors).
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates. Board of Directors are responsible for policy formation and overall management of the organization.
POWERS OF EXECUTIVE COMMITTEE
5.18. The Executive Committee may administer the affairs of the NJAC in all things and make or cause to be made for the NJAC in its name, any kind of contract which the NJAC may lawfully enter into and, save as here in after provided generally, may exercise all such other powers and do all such other acts and things as the NJAC is by its charter or otherwise authorized to exercise and do.
5.19. The Executive Committee shall have power to authorize expenditures on behalf of the NJAC from time to time and may delegate by resolution to an officer or officers of the NJAC the right to employ and pay salaries to Employees. The Executive Committees shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which that capital and interest may be made available for the benefit of promoting the interest of the NJAC in accordance with such terms as the executive committee may prescribe.
5.20. The Executive Committee is hereby authorized from time to time:
a. To borrow money upon a credit of the NJAC from any bank, NJAC, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such a manner as the executive committee in its discretion may deem expedient.
b. To limit or increase the amount to be borrowed.
c. To issue or cause to be issued bonds, debentures or other securities of the NJAC and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Executive Committee Members.
d. To secure any shares, bonds, debentures or other securities or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge
of all or any currently owned are subsequently acquired real and personal, movable and immovable property of the NJAC and the undertaking and rights of NJAC.
5.21. The Executive Committee shall take such steps as they may deem requisite to enable the NJAC to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the object of the NJAC.
5.22. The Executive Committee may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Executive Committee at the time of such appointment.
5.23. Remuneration for all officers, agents and employees and committee members shall be fixed by the Executive Committee by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
EXECUTIVE COMMITTEE MEMBERS MEETING
5.24. Meeting. Meetings of the Executive Committee members may be held at any time and place to be determined by the Executive Committee provided that 48 hours written notice of such meeting shall be given, other than by mail or email, to each Executive Committee member. Notice by mail/email/common group message shall be sent at least three days prior to the meeting. There shall be at least six (6) meetings per year of the Executive Committee members. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meetings of the Executive Committee of the NJAC shall invalidate such meeting or make void any proceedings taken there at and any Executive Committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had there at. Each Executive Committee member is authorized to exercise one (1) vote.
5.25. Quorum. A majority of Executive Committee members in office, from time to time, but no less than six Executive Committee members shall constitute a quorum for meeting of the Executive Committee. Any meeting of the Executive Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the By-Laws of the NJAC.
5.26. RESOLUTIONS IN LIUE OF MEETING. Unless Act requires the meeting for approval of the type of matter, the resolution in writing, signed by all Executive Committee members, entitled to vote on that resolution at a meeting of Executive Committee, is as valid as it had been passed at a meeting of Executive Committee. A copy of every such resolution shall be kept within the minutes of the processing of the Executive Committee.
INDEMNITIES TO EXECUTIVE COMMITTEE AND OTHERS
5.27. Every Executive Committee Member of the NJAC and their heirs, educators and administrators and the estate and effects respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the NJAC from and against.
a. All costs, charges and expenses which such Executive Committee Members sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing what so ever, made, done or permitted by him/her in or about the execution of the duties of his/her office or in respect of any such liability.
b. All other costs charges, and expenses which he/she sustains or incurs in or about or in relation to the affairs there off, except such cost, charges or expenses are accessioned by his/her own wilful neglect or default.
6.01. The Executive Committee may appoint any sub-committee or sub-committees, whose members will hold their offices at the will of Executive Committee. The Executive Committee shall determine the duties of such subcommittees and may fix by resolution, any remuneration to be paid, if any.
6.02. The Executive Committee can form other sub-committees in the need basis, for example, Cultural Committee, Event Committee, Fund Raiser Committee, Membership Committee, Public Relations Committee, Media and Publication Committee, Women / Aamaa Samuha Committee, Youth and Sports Committee, etc.
MEETING OF SUB-COMMITTEE
6.03. Meetings of the sub-committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each member of the committee. Notice by mail shall be sent at least 7 days prior to the meeting. No less than 5 members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee of the NJAC shall invalidate such meeting or make void any proceedings taken there at and any member of such committee may be any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken.
ARTICLE – VII
ANNUAL AND SPECIAL MEETINGS OF MEMBERS
7.01. The Annual or any other General Meeting of the members shall be held at the office of NJAC or any place in Canada as the Executive Committee may determine and on such day as the said Executive Committee shall appoint.
7.02. A General Meeting or Annual Meeting shall be held a minimum of once (1) a year unless requested by two thirds (2/3) majority of the members at such date, time and place as chosen by the Executive Committee.
7.03. At every Annual Meeting, in addition to any other business that may be transacted, the Report of the Executive Committee members, the final statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The Executive Committee or the president/vice-president shall have the power to call, at any time, a General meeting of the members of the NJAC.
7.04. Fourteen (14) days written notice shall be given to each voting member of any Annual or special General meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member if he/she has the right to vote by proxy.
7.05. Each voting members present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by proxy. A proxy holder must be an NJAC member.
7.06. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent or a great number of members is required by the Act or these By-Laws.
7.07. No error or omission in giving notice of any annual or general meetings or adjourned meeting, whether annual or general, of the members of the NJAC shall invalidate such meeting or make void any proceeding taken there at and any members may at any time waive notice of any such meeting and may ratify, approve or confirm any or all proceeding taken or had there at for purpose of sending notice to any member, Executive Committee member or officer for any meeting or otherwise, the address of the member, Executive Committee member or officer shall be his/her last address recorded on the books of NJAC.
7.08. A person nominated for any office of the NJAC must be in attendance at the meeting. Each nomination must be seconded.
7.09. The quorum for the Annual General meeting or special meeting of all members shall be 51% of total members. Any Annual General meeting or special meeting shall be 51% of total members. Any Annual General meeting or special meeting of members at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the By-Laws of the NJAC.
GENERAL PROVISION AND ADMINISTRATION
EXECUTION OF DOCUMENTS
8.01. Contracts, documents or any instruments in writing requiring the signature of the NJAC, shall be signed by any two executive committee members and all contracts, documents and instruments in writing so signed shall be binding upon the NJAC without any further authorization or formality. The Executive Committee shall have power from time to time by resolution to appoint an officer or officers on behalf of the NJAC to sign specific contracts, document and instruments in writing. The Executive Committee may give the NJAC’s power of attorney to any registered dealer in securities for the purpose of transferring of and dealing with any stocks, bonds and other securities of NJAC. The seal of the NJAC when required maybe affix to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Executive Committee members.
8.02. Unless otherwise ordered by the Executive Committee members, the fiscal year of the NJAC shall be April to March of each year.
AMEDNMENT OF BY-LAWS
8.03. The Board may make, amend or repeal any by-laws pertaining the activities and affairs of the organization. Such by-law amendment or repeal shall be considered in effect from the date of the resolution of the Board until the next meeting of the general/life members, where it may be endorsed, rejected or amended by ordinary resolution and remains effective in the form in which it was confirmed. The by-law amendment or repeal ceases to have effect, if the Board fails to submit it to the members at the next meeting.
8.04. The members shall, at each Annual meeting, appoint an auditor to audit the accounts and Annual financial statements of the NJAC for report to the members at the next annual meeting. The auditor shall hold office until the next Annual Meeting provided that the Executive Committee members may feel any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Executive Committee.
BOOKS AND RECORDS
8.05. The Executive Committee shall see that all necessary books and records of the NJAC required by the By-Laws of the NJAC or by any applicable statute or law are regularly and properly kept.
RULES AND REGULATIONS
8.06. The Executive Committee may prescribe such rules and regulations not inconsistent with these By-Laws relating to the management and operation of the NJAC as they deem expedient, provided that such rules and regulations shall have force and effect only until the next Annual Meeting of the members of the NJAC when they shall be confirmed, and failing such confirmation at such Annual Meeting of members, shall at and from that time cease to have any force and effect.
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