•  Effective participation of the poor
  
•  Social justice
•  Sustainability of benefits
•  Tolerance and reconciliation
•  Measureable working targets
•  Gender equality
•  Growth and equity
•  Empowerment
•  Affirmative action for the marginalised

Symbiosis Canada - A Brief History

The founding committee committee members first met to organize themselves in April of 2008, however the seeds of this were sown much early when Peter & Olive served in Bangladesh with the Christian Reformed World Relief Committee an agency for disaster relief and community development.  They were in Bangladesh from 1981 to 1989 in the capacity of administering and establishing rural programs in agriculture, health, nutrition and community development.  They established key friends Bangladeshis and Australians committed to improving the well being of the poor in Bangladesh.  In March of 2008 the Vanderkooy's hosted Morris Lee from Australia who is Symbiosis International's (based in Brisbane, Australia)  consultant to Symbiosis Bangladesh.  Morris who travels several times per year to Bangladesh gave a presentation of the work in Sudbury while visiting the Vanderkooy's.  The Vanderkooys at that time requested any people interested in forming an organization to partner with Symbiosis and the founding committee members responded.  They are:

• Ted & Carolyn Djaferis, Sudbury, Ontario

• Everett & Joan Henderson, Whitefish, Ontario
  

• Peter & Olive Vanderkooy, Azilda, Ontario

Symbiosis Canada - Our Constitution (pending approval by membership June 16, 2009)

A by-law relating generally to the transaction of the business and affairs of: Symbiosis Canada Inc

 

Corporate Seal

Head Office

Conditions of Membership

Members' Meetings

Board Elections

Board of Directors

Powers of Directors

Directors' Meetings

Indemnities to Directors and Others

Duties of Directors

Committees

Execution of Documents

Minutes of Board of Directors

Financial Year

Amendment of By-Laws

Auditors

Books and Records

Rules and Regulations

Dissolution

Interpretation

 

Corporate Seal

1.    The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation (seal need not be imprinted until after incorporation).

Head Office

2.    Until changed in accordance with the Act, the Head Office of the corporation shall be at, Ontario, Canada; Phone Number 1-705-524-9864; and 727 Lorne St., Sudbury, ON. P3C 4R2

Conditions of Membership

3.    Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the corporation or his or her designate. There shall be such classes of membership in the Corporation as the Board of Directors may from time to time determine.

 

4.    There shall be an annual membership fee of five dollars ($5) unless otherwise directed by the board of directors.

Members’ Meetings

5.    The annual meeting or any other general meeting of the members shall be held at the head office of the corporation or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside of Canada.

 

6.    The board of directors or the chair or vice-chair shall have power to call a general meeting of the members of the corporation at any time. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 60% of the voting rights.

 

7.    Written notice shall be given to each voting member of any annual or special general meeting at least 7 days prior to the meeting. 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 will include instructions for voting by proxy.

 

8.    The directors’ reports and financial statement in addition to any other business that is transacted on behalf of the corporation, shall be presented at every annual meeting. The board may require that auditors are appointed for which an auditors’ report is then presented for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. Two times the number of directors present plus at least one other member will constitute a quorum.  

9.    Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the corporation.

10. A required quorum at an annual general meeting will be comprised of two times the number of directors present plus at least one other member.

 

11. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member 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. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be  her or his last address recorded on the books of the corporation.

 

Board Elections

 

12. In order to elect board members a nomination committee must be struck whose task is to put forth a slate of potential candidates.  The number of vacant positions available for election must not exceed three directors at any one time (see section below regarding length of director’s term).  There will be one majority vote taken to elect the slate of nominations.  In a situation where a majority is not achieved the candidate receiving the fewest votes will be removed from the slate and a run-off vote will be held.  This procedure will be repeated until a majority is reached for all vacant positions. 

13. The membership will be informed of any upcoming elections as part of notification of the general meeting.

Board of Directors

14. The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected.

 

15. The directors of the corporation shall be a chair, vice-chair, secretary and treasurer and any such other directors as the board may by by-law determine. Any two offices may be held by the same person except the office of the chair. Directors must be members of the corporation. Ex-officio board members are not eligible to vote or hold office.

 

16. Directors of the corporation shall be elected by the members of the corporation at the initial meeting of the incorporated body.

 

17. Directors must be individuals, at least 18 years of age, with power under law to contract.

 

18. The board shall be a rotating board of five members elected by a majority vote of the members of the corporation present.  Staggered terms of office shall be established for the directors.  The chair shall hold office for a period of three (3) years in length, the vice-chair shall hold office for a period of two (2) years in length, the position of treasurer shall hold office for a period of two (2) years in length, and the position of secretary shall hold office for a period of three (3) years.  Additionally, there shall be one director that will hold office for a period of three (3) years.

 

19. No director shall serve more than six (6) years in office where the terms are served consecutively, without having a break for at least a period of one (1) year.

 

20. In the event that a director’s position is vacant and there is no incumbent to fill the position, the following options are available:

 

·    another director that is willing to do so may serve in any such position for a period of (1) year to allow the previous individual to come back after the year.

 

·    the outgoing director may serve a final one (1) year term, sharing the position with a newly elected director who will be replacing him or her until such time as that individual is able to perform the duties associated with the position.

 

21. If after that time there is still no one to fill the position, and a member of the board agrees to stay on, the remainder of the term may be considered as an equivalent to his/her year away. In this event, this member is still eligible for re-election without the requirement that he or she be absent from the board for one year.

 

22. The office of director shall be automatically vacated:

·    if a director has resigned his office by delivering a written resignation to the secretary of the corporation;

·    if a board member has withdrawn from the corporation by notifying the corporation of her or his intent;

·    if at a special general meeting of members, a resolution is passed by two thirds (2/3) of the members present at the meeting that she/he be removed from office;

·    if a board member has missed three (3) consecutive board meetings without a valid reason and has been issued a warning letter to this effect, he or she can then be required to resign from the board upon a vote of three-quarters (3/4) of the directors present;

·         if he/she is found by a court to be of unsound mind;

·    if he/she becomes bankrupt or suspends payment or compounds with his creditors;

·    if he/she has a criminal record for which a pardon has not been received from the Government of Canada

·    on death;

provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the corporation.

23. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his/her position. A director may be paid reasonable expenses incurred by him/her in the performance of his/her duties.

 

24. A retiring director 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.

Powers of Directors

25. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name. This also includes any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.

 

26. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an director or directors of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.

27. The board of directors is hereby authorized, from time to time:

·    to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;

·    to limit or increase the amount to be borrowed;

·    to mortgage, hypothecate, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.

 

28. The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.

 

29. The board of directors 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 board of directors at the time of such appointment.

 

30. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution.

Directors' Meetings

31. There shall be at least two meetings of the Board each year, one of which shall be in conjunction with the Annual Meeting and the other held as close as possible to six months before or after the Annual Meeting. Additional Board meetings shall be called by the Board Chair or by written request of one-quarter of the Directors, at times and places selected by the caller(s).

 

32. Written notice and computerized written notice of meetings, which may include electronic mail, shall be given to Directors and members and shall be received at least seven (7) days before meetings unless an emergency warrants shorter notice. Meetings, other than the Annual Meeting, may be held in person, by teleconference or in a combination of in person and teleconference. Special meetings of the Board may be called at the request of no fewer than one third of the Directors. The request must state the purpose of the meeting.

 

33. If a special meeting of the Board is so requested, the directors shall set the date and place and the Secretary shall cause a notice of such meeting to be mailed to all members of the Board at their addresses as they appear in the membership roll book at least seven (7) days before the scheduled date of such meetings. Such notice shall state the date, time, place, and purpose of the meeting, and by whom it is called. No other business but that specified in the notice may be transacted at such special meetings of the Board of Directors without the consent of three-fourths of the members of the Board present at such meeting.

 

34. No less than 60% of the total number of directors on the board of directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors 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 corporation. Any resolution before the board of directors must be carried by a 60% majority vote in order to be decided affirmatively.  

Indemnities to Directors and Others

35. All directors of the corporation, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against;

·    all costs, charges and expenses which such directors sustain or incur in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their offices or in respect of any such liability;

·    all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.

Duties of Directors

36. The chair shall preside at all meetings of the corporation and of the board of directors. He or she shall have the general and active management of the affairs of the corporation. She or he shall see that all orders and resolutions of the board of directors are carried into effect.

 

37. The vice-chair shall, in the absence or disability of the chair, 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 or her by the board of directors.

 

38. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation. The treasurer shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. She or he shall disburse the funds of the corporation as may be directed by proper authority for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation.  The treasurer shall also perform such other duties as may from time to time be directed by the board of directors.

 

39. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his/her affairs of the corporation 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 board of directors, and shall perform such other duties as may be prescribed by the board of directors or chair, under whose supervision he/she shall be. He/she shall be custodian of the seal of the corporation, which shall be delivered only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

 

40. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

Committees

41. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid. The chair shall be the ex-officio member on all committees.

Execution of Documents

42. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two of the executive (the chair, vice chair, treasurer, and secretary) or any other member of the board of directors if no member of the executive is available; and all contracts, documents and instruments in writing so signed shall be binding upon the corporation. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

Minutes of Board of Directors

43. The minutes of the board of directors shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes.

Financial Year

44. Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be June 30.

Amendment of By-Laws

45. The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of the Ontario Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members present at a meeting duly called for the purpose of considering the said by-law.

Auditors

46. The board may require that auditors are appointed for which an auditors’ report is then presented for the ensuing year. The remuneration of the auditor shall be fixed by the board of directors.

Books and Records

47. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

Rules and Regulations

48. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation 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 corporation 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.

Dissolution

49. In the event that dissolution of this corporation is necessary or prudent, all real property and assets of the corporation, on dissolution, will be transferred to one or more donees that are qualified within the meaning of the Income Tax Act.

Interpretation

50. 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 as the case may be she/he, as the case may be, and vice versa, and references to persons shall include firms and corporations.