By-Laws of The Muslim Coordinating Council of the National Capital Region
"Oh mankind, We created you from a single (pair) of a male and a female and made you into nations and tribes, so that you may know each other"
- The Muslim Coordinating Council of the National Capital Region, henceforth, called the Council or the MCC-NCR, shall promote cooperation and coordination among its member organizations, in order to serve the collective welfare of Canadian Muslims more effectively, and to work with other organizations, individuals, and institutions to make Canada a better country for all of its citizens. To achieve this objective, the MCC-NCR shall seek:
- To enhance cooperation among Muslim organizations of the National Capital Region and among Muslims, to address challenges faced by youth, students, women, senior citizens, people with disabilities, people coping with unemployment and poverty, refugees, new immigrants and new Muslims.
- To engage with the community of Muslims, and to engage with Canadian citizens of other faiths and backgrounds for the purpose of promoting justice, human rights, good citizenship, and peace, and for opposing racism, bigotry, and racial profiling.
- The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Council.
- Until changed in accordance with the Act, the Head Office of the Council shall be in the City of Ottawa, in the Province of Ontario.
- Membership in the Council shall be open to organizations (and individuals) interested in furthering the objectives of the Council and shall consist of anyone whose application for admission as a member has received the approval of the board of directors of the Council. Individuals can also join as full members, and vote in the proceedings of the MCC-NCR.
- Member organizations will name a main delegate and at least one or more additional delegates to the board so that if one is unable to attend, the alternate could participate in meetings. All member organizations will have only one vote at the board meetings.
- The fee for organizational membership in the MCC-NCR is $ 100.00 annually. The fee for individual membership in the MCC-NCR will be $ 50.00 annually.
- Any member may withdraw from the Council by delivering to the Council a written resignation and lodging a copy of the same with the Secretary of the Council.
- Delegates of member organizations would meet two (2) times a year. Unscheduled meetings can be called at the request of the delegates, and/or by the executive, as needed. The heads of individual member organizations are encouraged to attend the first meeting to be held in the calendar year in particular, to enable them to exchange views and set guidelines for the council for the year.
- The annual or any other general meeting of the members shall be held at the head office of the Council or at any place in Canada as the board of directors may determine and on such day as the said directors shall decide.
- At every annual meeting, in addition to any business that may be transacted, the report of the directors and the financial statement and/or 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 board of directors or the president or vice-presidents shall have power to call, at any time, a general meeting of the members of the Council. The board of directors shall call a special general meeting of members on written requisition of members. Twenty per cent members present in person at a meeting will constitute a quorum.
- 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 members to form a reasoned judgement on the decision to be taken.
- Each member organization and individual member present at a meeting shall have the right to exercise one vote.
- A majority of the votes cast by members present and carrying voting rights shall determine the questions in a meeting except decisions on matters with major policy and program implications, which will require the support of the majority of the delegates of all member organizations and individuals present, and the unanimous consent of the delegates of founding member organizations present.
- 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 Council 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 thereat. For the 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 their last address recorded on the books of the Council.
- The property and business of the Council shall be managed by a board of directors, comprised of minimum three (3) and maximum of seven (7) directors. The number of directors shall be determined from time to time by a majority of the member organizations and individual members duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors shall be individuals, 18 years of age, with power under law to contract.
- All duties conferred on the Directors and other committees shall be performed in accordance with Islamic teachings and keeping in mind the common interests of all Muslims and of Canadian citizens of other faiths and backgrounds. Every effort shall be made to foster peace, unity and cooperation among Muslims.
- The applicants for incorporation shall become the first directors of the Council whose term of office on the board of directors shall continue until their successors are elected.
- Directors shall be elected for a term of two (2) years by the voting members at an annual meeting of members.
- The office of director shall be automatically vacated:
- if at a special general meeting of members, a resolution is passed by a majority of the votes cast in favour of the removal of the director;
- if a director has resigned his or her office by delivering a written resignation to the secretary of the Council;
- if he or she is found by a court to be of unsound mind;
- if he or she becomes bankrupt or suspends payment or compounds with his creditors;
- The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his or her duties. Nothing herein contained shall be construed to preclude any director from serving the Council as an officer or in any other capacity and receiving compensation thereof.
- A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his or her successor is elected.
- The directors of the Council may administer the affairs of the Council in all things and make or cause to be made for the Council, in its name, any kind of contract which the Council 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 Council is by its charter or otherwise authorized to exercise and do.
- The directors shall have power to authorize expenditures on behalf of the Council from time to time and may delegate by resolution to an officer or officers of the Council 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 may be made available for the benefit of promoting the interest of the Council in accordance with such terms as the board of directors may prescribe.
The board of directors is authorized:
- 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;
- The board of directors shall take such steps as they may deem requisite to enable the Council 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 Council.
- 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.
- Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution.
- Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the Council shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
- A majority of directors in office, from time to time, but no less than three (3) 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 Council.
- Every director of the Council and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Council, from and against;
- all costs, charges and expenses which such director, 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 whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
- all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
- The officers of the Council shall be a president, two vice-presidents (one Sunni, and one Shia to be nominated by Shia member organizations of the council), secretary, joint secretary, treasurer and joint treasurer and five other officers as the board of directors may by by-law determine. Two of these five will be youth, who will be nominated by the youth member organizations themselves. No individual will be eligible to hold the same office for more than three (3) years. The officers should include at least two women, two youth, and a member of African origin as members. The executive committee will also include the outgoing President of the MCC-NCR ex-officio.
- The officers of the Council shall hold office for one (1) year or until their successors are elected in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.
- The president shall be the chief executive officer of the Council. He or she shall preside at all meetings of the Council and of the board of directors. He or she shall have the general and active management of the affairs of the Council. He or she shall see that all orders and resolutions of the board of directors are carried into effect.
- The vice-presidents by rotation 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 assigned by the president or board of directors.
- The treasurer shall have the custody of the funds and securities of the Council and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Council in the books belonging to the Council and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Council 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. He or she shall disburse the funds of the Council as may be directed by proper authority taking proper vouchers 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 Council. He or she shall also perform such other duties as may from time to time be directed by the president or by the board of directors.
- The secretary, when in attendance, shall attend all meetings and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary 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 president, under whose supervision the secretary shall be. The secretary shall be the custodian of the seal of the Council. The secretary will also maintain record of member organizations and individuals.
- The duties of all other officers of the Council shall be such as the terms of their engagement call for or the board of directors requires of them.
- At the annual meeting, or soon thereafter, the board of directors, with the approval of the delegates, will appoint a conciliation committee, which will function from January 1 to December 31. The conciliation committee will be composed of 7 members. Membership will reflect the diversity of the Muslim community in the National Capital region. The members of the committee will hold office at the will of the board of directors and directors shall determine any remuneration to be paid. In case of a dispute within the Council, the parties will send their versions of the matter in writing to the conciliation committee, with a copy to each delegate. The written decision of the committee, which will be delivered within a month to all delegates, will be binding on all parties. Any member can request the executive, or the board, to refer a matter to the conciliation committee.
- The board of directors, with the approval of the delegates, will appoint a by-laws committee, which will assume its responsibilities from January 1 to December 31. The members of the committee will hold the office at the will of the board of directors and directors shall determine any remuneration to be paid. The committee will suggest changes to the bylaws after reviewing them every three months. By-law changes will require support of the majority of the delegates of all member organizations present, and the unanimous consent of the delegates of founding member organizations present.
- The board of directors, with the approval of the delegates, will appoint a standing election committee for one (1) year. The members of the committee will hold the office at the will of the board of directors and directors shall determine any remuneration to be paid. The committee will conduct elections to fill vacancies in the executive committee, when they arise, by suggesting and calling for nominations of the best candidates. The list of candidates will not, however, be limited to the list prepared by the election committee. Anyone, including the candidates themselves can propose a candidate. All proposals should include:
- The name of the person nominating the candidate.
- The candidate's name and contact information, indication of his or her willingness to serve if elected, and a brief outline of his or her qualifications for the position.
- The election committee will start looking in August for the best candidates in consultation with member organizations, particularly the founding member organizations. The election committee is to conduct election for the officers, preferably in November, so that the new executive can take over on January 1.
- The election committee will ensure that the election process is transparent, fair, and accessible to all voters. In case of the use of computers and the Internet in the election process, the election committee will ensure that all voters are able to understand the voting system, and are able to use it to cast their vote. The results of the election will be conveyed to the two co-chairs, as well as at least 3 members of the election committee.
- The board of directors may appoint other 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.
- Contracts, documents or any instruments in writing requiring the signature of the Council, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Council without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Council to sign specific contracts, documents and instruments in writing. The directors may give the Council’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 Council. The seal of the Council 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.
- The minutes of the board of directors and the minutes of other committees shall be available to the general membership of the Council.
- Unless otherwise ordered by the board of directors, the financial year end of the Council shall be 31 December.
- The by-laws of the Council may be repealed or amended by by-law, or a new by-law may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of the majority of the delegates of all member organizations present, and the unanimous consent of the delegates of founding member organizations present. The repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
- The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the Council for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.
- The directors shall see that all necessary books and records of the Council required by the by-laws of the Council or by any applicable statute or law are regularly and properly kept.
- The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Council 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 Council 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.
- In these by-laws and in all other by-laws of the Council 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.
- The Directors, with the consent of the founding Muslim organizations, may decide to dissolve the Council in case it is agreed that the Council has failed to meet its mandate and objectives.
Conditions of Membership
Board of Directors
Powers of Directors
Indeminities to Directors and Others
Duties of Officers
Execution of Documents
Minutes of Board of Directors (and Other Committees)
Amendment of By-Laws
Books and Records
Rules and Regulations
RESOLVED that the foregoing by-laws are hereby enacted by the directors of the Muslim Coordinating Council of the National Capital Region as evidenced by their respective signatures.