Canadian Association
of World War II Veterans
from the Soviet Union

 

 

Statute of the Association:


Adopted by the Annual Meeting of the Association on February 14th, 2016

BY-LAWS
of the Canadian Association of World War II veterans of the Soviet Union



Definition



This Corporate Charter has been adopted as the Charter of the Canadian Association of Veterans of World War II of the Soviet Union (the "Association"), which governs the overall activities of the Association. The form and content meet the legislative norms of the province of Ontario and Canada, the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23, regulating the activities of corporations (organizations) without profit, as well as charitable organizations.



In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:


“Association” means Corporation of Canadian Association of World War II Veterans of the Soviet Union;


"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;


"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association;


"board" means the board of directors of the Association and "director" means a member of the board;


"by-law" means this present by-law including the amendments introduced periodically and are in force and effect at any given time;


"general meeting of members" includes an annual meeting of members or a special meeting of members;


"proposal" means a proposal submitted by a member of the Association that meets the requirements of section 163 (Member Proposals) of the Act;


"ordinary resolution" means a resolution passed by a majority present at a meeting of the members;


"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time;

Interpretation


In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.


Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.


Article 1 – The Purpose of the Association


The Association is a non-governmental organization of people living in Canada, immigrants from the Soviet Union, Russia, and CIS countries, who participated in World War II together with the nations of other Allied states against the mutual enemy. The association is founded in memory of the victims in World War II, who belonged to all nations, and in order to pass the determination to protect our values to the next generations.

The Association is guided by the principles of democracy, collectivism, and comradeship. The activities of the Association aim to improve social security and living conditions of the members of the organization, and to make sure that they receive all subsidies, benefits and services in accordance with the provincial and federal laws of Ontario and Canada.

The Association has the status of a charitable organization, i.e. free from taxes, which allows the Association to receive financial aid and other types of support from sponsors and to issue the cheques - tax receipts.


Article 2 – Goals and Objectives


In accordance with the Charity status, the main objectives of the Association are:

Educate students by organizing lectures and discussions of the causes, of the events and of the consequences of the World War II. To provide assistance to the museums; to focus the public attention on this topic and on the relevant research in that sphere of knowledge. To prevent distortion of the outcomes of the war, to pass the personal experience to the youth; to organize the events dedicated to the anniversaries of the landmark events of the War and to commemorate the fallen soldiers of the War with wide involvement of mass media.

Promote a healthy lifestyle for the veterans by organizing recreational and entertainment programs and involvement in social activities, taking into account the age factor.

Assistance and financial support of the veterans in need


2.4

Cooperation with the Parliament and with the Government of Canada to extend the status and the veteran benefits to cover the members of the Association living in Canada for less than 10 years, to the former guerrilla fighters and to the residents of besieged Leningrad.



Article 3 – Location, Logo, and Seal


The association is located in Toronto, Ontario. It is registered as a provincial non-profit corporation (organization) without the authorized capital in accordance with the laws of the province of Ontario.


The logo: St. George Ribbon serves as the background for the flags of the Soviet Union, Canada and the Order of the Patriotic War. The inscription on the right side of the logo: “Canadian Association of World War II Veterans from the Soviet Union”


The Association is entitled to a corporate seal approved by the Board of Directors. The Secretary of the Association is in charge of the seal.



Article 4 – Organizational Fundamentals

General meeting of the Association is the supreme authority of the Association.


The Board of Directors elected by the Meeting is in charge of the Association between the meetings.


To enhance the efficiency of the Association and inform the members in a timely manner the Board of Directors organizes groups of 20-30 members and appoints a leader of each group (group organizers). The group organizers abide by the “Regulations on Group Organizers” approved by the Board of Directors.



Article 5 – Members of the Association

Member of the Association belong to one of the following categories:


  • Combatants of the World War II (the Great Patriotic War), residents of besieged Leningrad, the Home Front workers, prisoners of ghettos and concentration camps, military service veterans, widows and/or children and grandchildren of the fallen soldiers - immigrants from the FSU as confirmed by the relevant documents (an ID of the war veteran or of a disabled war veteran, or an ID of the resident of besieged Leningrad, or other document);


  • widows, children or grandchildren of the veterans, and of the deceased veterans, as well as any citizen of Canada sharing the goals and objectives of the Association and complying with the By-Laws of the Association;


  • Individuals providing material and moral support to the Association.


Obligations of the members of the Association:



  • attend meetings and participate in discussions, contribute constructive criticism, and promote a positive image of the Association;

  • actively participate in the events organized by the Association;

  • proactively working with the sponsors;

  • protect the honor and dignity of the Association and its members, maintain its traditions.


The members of the Association are entitled to:

  • attend an actively participate in the meetings;

  • participate in the events planned by the Board of Directors;

  • promote activities to achieve the objectives set forth in the Charity status (see Article 2);

  • elect and be elected to the governing bodies of the Association;

  • apply to the Board of Directors regarding personal matters;

  • request and receive information regarding activities of the Association, its financial situation, obtain a copy of the annual financial report and make proposals concerning the work of the Association.


Obligations of the members of the Association:


  • comply with the By-laws of the Association;

  • regularly pay membership fees.


Membership fees are set at $15 per year.


In the first week of each January the members of the Association are notified by their respective group leaders that the membership fees are payable by February 23rd.



If any member of the Association fails to make the due payment on time, he has one month to pay the outstanding amount. Non-payment by the deadline automatically terminates the membership. The bedridden combat veterans and the residents of long-term care facilities are granted an exemption.



Article 6 – General Meeting

The General Meeting of the Association is the governing body of the Association and its decisions are final and binding. The date of a General Meeting is announced a month ahead of time, in the media, as well as by phone, by email or regular mail.


The Board of Directors calls the General Meeting at least once a year.


The Meeting for Reporting and Election held every 2 years. The date of such meeting is announced a month ahead of time, in the media, as well as by phone, by email, or by a regular mail.


The quorum and voting:



  • Given the age and health condition of the members of the Association, the quorum is set at 25% of members of the Association. The final decision on opening and legitimacy of a meeting and its decisions is made by voting of the majority of those present. This also applies to the decision-making procedure of the meeting.


  • The eligible voters – members of the Association unable to attend a General Meeting due to health condition may appoint a proxy by a written power of attorney. Such proxy may be either a members of the Association, or a non-member. The proxies attend a General Meeting and act in the manner and within the granted power of attorney.


  • The power of attorney is valid for a specific General Meeting only, and only for a specified matter.


  • A power of attorney is submitted to the President of the Association prior to the commencement of the General Meeting.


A General Meeting is conducted by the presidium elected the meeting.



The General Meeting is authorized to

  • elect the Board of Directors of the Association;

  • elect the Audit Commission;

  • approve a budget plan and deliberate on its implementation;

  • approve the reports of the Audit Commission;

  • hear the reports of the Board of Directors;

  • establish membership fees;

  • approve the By-laws and Regulations of the Audit Commission and amend them; and

  • determine the principal activities of the Association.


An extraordinary General Meeting is called at written request of 25% of the eligible voters of the Association. If the Board of Directors fails to call a General Meeting within 21 days after receiving the request, any member of the Association who had signed such a written request has the right to call a General Meeting.



Article 7 – Governing and Executive Bodies of the Association

The Board of Directors of the Association is elected by the Meeting for Reporting & Reelections and is made of 7 members.


The procedure for electing the Board of Directors:


  • along with announcing the date of

the Meeting for Reporting & Elections, the Board of Directors announces the nomination of the candidates for the Board of Directors;

  • Members of the Association have 20 days after the date of the Meeting for Reporting & Elections is announced to submit in writing to the Board of Directors the names nominees with their qualifications and proposed positions;

  • Each nomination is signed by at least 5% of eligible voting members of the Association;


  • The Board of Directors in conjunction with group organizers reviews the entire list of the nominees and submits it to the General Meeting with the recommendations of the Board of Directors and group organizers;

  • The General Meeting evaluates all nominees assessing their professional and personal qualities, and their work for the Association;


  • To be nominated at a General Meeting a Candidate should be supported by at least 5% of all eligible voters.

  • Approved nominees are entered in the voting list;


  • Each nominee is elected in an open voting process. Voting for a whole list is prohibited;

  • A candidate wins by a majority of votes.

The Board of Directors is a governing and an executive body of the Association and implements the decisions of the General Meeting in the period between the meetings.


All members of the Board of Directors are responsible for the current affairs of the Association and for coordinating the members within the organization.


Members of the Board of Directors are elected to the following positions:


  • the President of the Association

  • vice-President of the Association.


Obligations of the other members of the Board of Directors:


  • participate in the meetings and in the work of the Board of Directors;


  • perform duties related to various activities of the Board of Directors at request of the President,


New (replacing) members are elected to the Board of Directors during a General Meeting or during a meeting of the Board of Directors held jointly with the group organizers. According to section 7.2 the new members are approved by the next General Meeting


7.8

The Board of Directors jointly with the group organizers:


  • rewards members of the Association for diligent work in the Association with commendation, honorary mentions, and valuable gifts during an official reward ceremony with an announcement at a General Meeting. This applies to non-members of the Association and other organization for their contribution to the Association.

  • For special services done for the Association , reward the title of the “Honorary Member of the Association”. The Board of Directors should work out how this title should be handed out.


    1. Duties of the Board of Directors:


  • organize General Meetings;

  • organize committees and commissions within the Association and with the Association which deal with the Association with the future confirmation on the general meeting.

  • admit new members of the Association following an oral or a written application;

  • maintain the records of the membership;


  • collect and register membership fees;

  • plan annual budget;

  • organizing cultural events;


  • keep minutes of the general meetings and of the meetings of the Board of Directors;

  • administer the groups;

  • inform the members of the Association of the resolutions via group organizers;

  • approve the working plans of the Association.


The meetings of the Board of Directors are called at least once per month by the President or by at least 50% of the Board members:


  • the decisions are made in an open voting by simple majority. If the case of equal number of votes the vote of the president prevails.

  • quorum for the meeting of the Board of Directors: 50% of the members;

  • minutes are taken at the meetings of the Board.


An expanded meeting of the Board of Directors may involve group organizers and the Chairman of the Audit Commission with the right of deliberative vote.


The Board of Directors may appoint any member of the Association as an official representative of the Association at any event and delegate the organization of such an event. Such representative is elected by voting at a meeting of the Board of Directors, but is not considered a member of the Board of Directors.


The Board has the authority to suspend or expel any member from the Association based on one or more of the following grounds:

  • violating any provision of the articles, by-laws, or written policies of the Association;

  • behaving in a way potentially detrimental to the Association as determined by the Board in its sole discretion;

  • for any other reason that the board in its sole and absolute discretion considers to be reasonable in view of the goals of the Association.


In the event that the Board determines that a member should be expelled or temporarily suspended from the Association, the president, or another officer appointed by the Board serves 1 (one) week notice of suspension or expulsion to the member and indicates the reasons for the proposed suspension or expulsion. The member may make a written submission to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no such written submission is received by the President, the President, or another officer that may be designated by the Board, may proceed to notify the member of the suspension or temporary expulsion from membership in the Association. If a written submission is received in accordance with this section, the Board deliberates on such submission and takes a final decision within 20 (twenty) days. The Board shall notify the member of such final decision within 1 (one) week. The decision of the Board is final and binding for the member, without any further right of appeal.



Article 8 – Responsibilities of the Management


The President:

  • represents the Association in other organizations;

  • organizes the work of the Board of Directors of the Association.

  • presides at the general meetings and the meetings of the committees;

  • Appoints the following officers:

      • Executive Supervisor

      • the Secretary

      • the Treasurer

      • Combination of positions of the President and Executive Supervisor is allowed



The nominations of the candidates and their dismissal are approved by the Board of Directors.


Vice Presidents:

  • act in accordance with the description of their duties designed and approved by the Board of Directors.


The Secretary

  • Is in charge of the By-laws and of all documents of the Association;

  • Takes minutes and records of all meetings of the Board of Directors, General Meetings and keeps all correspondence;

  • In his/her work, the Secretary acts according to the job description.


The Treasurer

  • prepares annual budget plans for the consideration and approval of the Board of Directors;

  • keeps record of all financial transactions and funds of the Association, both in cash and in the bank account;

  • uses these funds according to pre-approved estimates or as directed by the Board of Directors;

  • submits financial reports to the Board of Directors and to the General Meeting assembly;

  • In his/her work, the Treasurer acts according to the job description.


To receive any funds from the bank, the Treasurer produces bank cheques with two signatures:

  • of the President and the Treasurer;

  • of Vice-President and the Treasurer (in the absence of the President);

  • In the absence of the Treasurer the second signature is that of the vice-President.

Responsibilities of the Directors are determined by the president of the Association.


The Directors perform their duties free of charge.


Each member of the Association may hold two positions within the Association.



Article 9 – The Audit Commission


The Audit Commission is made of 3 members of the Association elected at the General Meeting and reports to it.


The Commission elects a Chairman to direct its work and allocate responsibilities to the members.


During the audit, the commission evaluates the appropriateness and legality of the spending.


The Audit Commission evaluates the performance of the Board of Directors at least once a year as directed by the General Meeting or at the initiative of the Audit Commission.


The work of the Commission is recorded in duly filed and preserved minutes


The members of the Audit Commission perform their duties free of charge.


The President has may hold inquiry into the work of the Audit Commission at any time.



Article 10 – Financial Activities


Association’s bank account is with a Canadian bank chosen by the Board of Directors. An official or officials determined by the Board from time to time, or authorizes by its resolution is in charge of Banking of the Association.


The end of the fiscal year end of the Association is determined by the Board of directors.


The funds/financial assets of the Association are made of membership fees, financial help from sponsors, and revenue collected by events organized with the admission fees determined by the Board of Directors.


The funds received by the Association to be deposited to the bank account of the Association within 2 working days. Any transactions with the funds before depositing to the bank account of the Association are prohibited.


The money is spent solely in accordance with the budget plan for the year in order to achieve the objectives of the Association (see Article 2), which include the following:

  • cultural events;

  • stationery, mailing expenses, travel expenses, memorials, etc.,

  • medical expenses and recreational activities;

  • All expenses to be accompanied by a proof of payment or an affidavit.


All expenses not covered in the planned budget are subject of approval by the Board of Directors.



Article 11 — Amendments and Termination


11.1

Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the corporation, except in respect of matters referred to in subsection 197(1).

11.2

The directors shall submit the by-law, amendment or repeal to the members at the next meeting of members, and the members may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.


The decision to terminate the activities and to liquidate the Association and the decision on applying the balance and the remaining assets are made by the members of the Association at the General Meeting with the majority vote of at least 75%, notwithstanding the section 6.3.



Article 12 – Governing Law

All rights and responsibilities as well as procedural matters of the Association and its members, the governing body, which are not specified in the By-laws, are regulated by the applicable laws of the province of Ontario and Canada, the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23, where it applies to non-profit charitable corporations (organizations), as well as to charitable organizations.


The present by-laws are drawn in both English and Russian languages. In case of dispute an English version will prevail.


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