CUUC
Constitution in MS Word Document format1. The name of the society is Capital Unitarian Universalist Congregation of Victoria.
2. The purposes of the Society are:
(a) to function as a religious congregation in accordance with the Principles that we affirm and promote:
(b) through worship, study, fellowship and service make available a variety
of opportunities for spiritual growth, by exploring the spiritual wisdom of
the past, scientific and rational thinking of the present, and by contemplation
and reflection, and
(c) to conduct the Affairs of the Congregation conscientiously and in accordance
with democratic principles
Bylaws of Capital Unitarian Universalist Congregation
PART A - Interpretation
A-1 In these Bylaws:
(a) "Board" means the Board of Directors as properly constituted from time to time;
(b) "Capital" means the Capital Unitarian Universalist Congregation of Victoria;
(c) "Chair" means the person elected to that position by the Board from amongst the Directors and includes the Chair pro tem;
(d) "Congregation" means the aggregation of Members at any time;
(e) "Director" means a director of Capital for the time being;
(f) "Member" means a member in good standing as defined in Section B-1 of these Bylaws;
(g) "Friend" means a person who has been granted that designation pursuant to Section B-5(a) of these Bylaws;
(h) "Registered Address" means the registered address of a Member as recorded in the Register of Members;
(i) "Society Act" means the Society Act of British Columbia from time to time in force and all amendments to it;
(j) "Special Resolution" means a resolution consented to in writing by all of the Voting Members, or a resolution passed in a General Meeting by not less than 75 per cent of the votes cast on the issue by Voting Members, of which not less than fourteen days' written notice has been given to Voting Members specifying the intention to propose the resolution as a Special Resolution; and
(k) "Voting Member" means an individual who is so qualified pursuant to Subsection B-3(a) of these Bylaws.
A-2 The definitions in the Society Act not inconsistent with those in subsection A-1 apply to and are incorporated in these Bylaws.
A-3 Words importing the singular include the plural and vice versa.
PART B - Membership
B-1 Member Definition The Members of Capital are the applicants for incorporation of Capital, and those persons who subsequently have become Members by accepting the Constitution and Bylaws and, in either case have not ceased to be Members.
B-2 Admission of New Members The Board shall admit to membership any applicant (who has not previously been expelled from the Congregation pursuant to section B-4(b), who professes to be in sympathy with and willing to abide by the purposes as stated in the Constitution, and the procedures set out in the Bylaws; and that person shall become a Member in good standing, and so remain for life, until the person resigns or is expelled or has membership terminated, all pursuant to section B-4.
B-3 (a) Voting eligibility Any individual who has been a Member for not less than 60 days, and who has made a financial contribution of record to Capital during the current fiscal year, or has made a bona fide pledge to do so within the current fiscal year, shall be a Voting Member for the duration of that fiscal year.
(b) Cessation of Voting rights Each year during the second month of Capital's fiscal year, the Treasurer shall give written warning to each Member who has not made the contribution or pledge referred to in subsection B-3(a), that unless the required bona fide pledge is received within 30 days, that Member shall cease to be a Voting Member until the Member complies with subsection B-3(a).
(c) Termination If for six consecutive months a Member has apparently not participated actively in Capital functions and has not made an identifiable financial contribution, or if the residence of the Member has been changed to a location that is sufficiently remote from Capital that regular participation appears not to be feasible, the Board may send a written notice to the Member, offering the option of transferring to Friend status, or of having membership terminate, and if the Member does not communicate an affirmative choice within a 60-day period, the Board may, in its discretion, terminate the person's membership.
B-4 (a) Resignation A Member or Friend may resign by giving to the Secretary a written notice of resignation, and effective upon receipt, or such later date as is specified in the resignation notice, the person shall cease to be a Member or Friend, and a note to that effect shall be entered in the Register of Members or Register of Friends, whichever is applicable, and in the Minutes of the next Board meeting.
(b) Disruptive Member The
Conflict Resource Committee will address disruptions. If this fails the Board,
by a motion passed by two-thirds of those voting on the issue, declares that
a Member or Friend is unduly disruptive of the affairs of Capital, or that the
Member's or Friend's continued affiliation with Capital is seriously damaging
to the ability of Capital to accomplish its purposes, the Board shall so notify
the Member in question, and shall invite that Member or Friend to meet with
the Board in an in camera session to be scheduled within thirty days at the
mutual convenience of the Board and of that Member or Friend.
(i) If the Board is not satisfied within that 30-day period that the difficulty
is resolved, it may issue to the Congregation a notice for a General Meeting,
specifying the name of the Member or Friend in question, a summary of the Board's
concerns with that person's behavior; and proposing a Special Resolution that
the Member or Friend be expelled from the Congregation, and thereafter not be
a Member or Friend.
(ii) At the same time as the notice referred to in paragraph B-4(b) is issued, the Secretary shall deliver to the Member or Friend in question a copy of the notice for the meeting, and invite that Member or Friend to respond in writing, with the commitment that the Board will distribute to the Congregation copies of the Member's or Friend's response.
(iii)At the General Meeting referred to in paragraph B-4(b), the Member or Friend in question shall be entitled to speak in response to the Board's summary of concerns, any Members who wish shall be entitled to speak to the issue, and then if the Voting Members approve in a secret ballot the proposed Special Resolution by the required three-quarters vote of those present and voting, the Member in question shall be expelled from the Congregation, and shall no longer be a Member or Friend, nor entitled to readmission as a Member or Friend.
B-5 (a) Friends Recognizing that some individuals may wish to have a formal affiliation with Capital but belong to another religious organization and for philosophical reasons do not feel able to become Members, and that other individuals who have been Members but whose residences have been changed to other geographical areas, upon application and upon approval by the Board, may become Friends of Capital.
(b) Notice of General Meeting Every Friend of Capital shall be entitled to receive notice of all General Meetings and to attend and speak at those meetings but not to vote, as long as that person remains a Friend.
(c) Publications Every Friend of Capital, upon a contribution, is entitled to receive all publications of Capital that are sent to Members.
PART C - General Meetings
C-1 Decisions made by the
congregation will be by consensus save for elections or where the Societies
Act specifies otherwise. Procedures for arriving at consensus will be setout
in policy approved by the congregation.
(a) Date of General Meeting The Annual General Meeting shall be held in accordance
with the Society Act, in May of each year, at a time and place fixed by the
Board.
(i) Financial Reports
The Directors shall make available to the Members, not less than fourteen days
prior to the Annual General Meeting, financial statements for the fiscal year
that ended the immediately preceding March 31, signed by two Directors, and
consisting of a Statement of Receipts and Disbursements, a Balance Sheet, and
a Statement of Fund Balances and of Sources and Applications of Funds, and reports
of such other financial matters as may from time to time be deemed by the Board
to be desirable.
(ii) Directors Report
The Directors shall make available with the financial statements a Directors'
Report, summarizing activities of the Congregation during the preceding fiscal
year, and proposing directions to be undertaken by the Congregation in the twelve
months commencing the immediately following July 1.
C-2 Extraordinary General
Meeting
(a) Any meeting of the Members other than the Annual General Meeting shall be
an Extraordinary General Meeting.
(i) Convening
The Board may convene an Extraordinary General Meeting at any time, and the
Board shall convene an Extraordinary General Meeting within 28 days after receipt
of a requisition signed by not less than ten per cent of the Voting Members.
(ii) Agenda The Directors shall include with the notice for an Extraordinary General Meeting a proposed agenda which will be subject to acceptance or modification by the Voting Members in attendance at that meeting, but the Chair of the Congregation, or the chair pro tem of the meeting, shall have absolute discretion to defer the addition of any new topic of business that she or he believes in good faith is of sufficiently wide import to warrant advance notice to the Members, and for that purpose may adjourn the meeting for between fifteen and twenty-one days to permit such a notice to be circulated before the topic is discussed or voted upon.
C-3 Notice for General Meeting
The Secretary shall give not less than fourteen days written notice of any General
Meeting to all Members and to all Friends.
(i) Deemed Received
Notice shall be deemed to have been properly given if received personally by
a Member or Friend not less than fourteen days prior to the Meeting, or if mailed
to that Member's or Friend's Registered Address not less than seventeen days
prior to the Meeting.
(ii) Deemed Served
Any notice or document sent by prepaid post to the Registered Address of a Member
or Friend shall be deemed to have been served on the third day following that
on which it was mailed.
(iii) Accidental Omission
Accidental omission to give notice, or the non receipt of notice by any of the
Members or Friends, shall not invalidate any proceedings at that General Meeting.
C-4 Quorum
(a) The quorum for a General Meeting is ten per cent of the number of Voting
Members at the time the notice of the meeting is issued, but never less than
three Members.
(b) If at any time during a General Meeting the Chair notes, or any Member calls attention to the fact, that there is no longer a quorum present, any business then in process shall be suspended until a quorum is present or until the meeting is adjourned or terminated.
C-5 Chairing General Meeting
(a) Subject to paragraphs (i) and (ii), at any General Meeting the Chair shall
preside.
(i) If at a General Meeting the Chair is not present, the Directors who are
in attendance shall appoint one of their number as chair pro tem.
(ii) If the Directors present
do not decide which Director shall preside, it shall be the one whose election
to the Board for the current term was earliest among those of the Directors
who are present.
C-6
(a) Decisions made by the congregation will be by consensus save for elections
or where the Societies Act specifies otherwise. Procedures for arriving at consensus
will be setout in policy approved by the congregation. The Chair shall facilitate
adequate discussion and deliberation by the congregation, in order to reach
a consensus. The Members shall cooperate as much as possible in this respect.
(b) Voting Subject to subsections (c) and (d), voting shall be by voice, or
by show of hands, or by roll call, or by secret ballot, at the discretion of
the Chair or chair pro tem
(c) Roll Call/Secret Ballot Any Voting Member may request that votes on an issue be taken by roll call or by secret ballot, and if such a request is made, the Chair shall so order, unless the Chair believes that the request is intended to delay or obstruct proceedings, in which case the Chair may rule against the request, subject to the usual procedures for appeal from a ruling of the Chair.
(d) Contested Election Voting on any contested election shall be by secret ballot.
(e)Tellers When a vote is conducted by secret ballot, the Chair shall appoint not less than two disinterested tellers neither of whom is a Director or a paid staff member, and the tellers so appointed shall give to the Chair a signed written report of their count.
(f)Results When a vote is taken by roll call or secret ballot, the Chair or chair pro tem shall announce the number of votes cast in favour of the resolution, the number cast against, and the number of spoiled ballots, if any, and shall declare whether the resolution has been approved or rejected, or if the vote is for a contested election, the Chair or chair pro tem shall announce the name or names of those elected and the numbers of votes cast for each nominee and the number of spoiled ballots, if any. Proxy not allowed.
(g)Proxy Voting. A vote can be cast only by a Voting Member who is present at the time the vote is taken, and no proxy vote shall be recognized.
C-7
(a) Motion - Board Recommendation
A recommendation from the Board or from a duly appointed committee of the Board
or of the Congregation constitutes a motion duly made and seconded and does
not require a second.
(b) Motion - Voting Member
All other motions can be made only by a Voting member and require a second by
another Voting Member.
(c) Nomination
A nomination by the Nomination Committee does not require a second.
(d) Motion/Nomination - Chair
The Chair or chair pro tem shall neither make nor second a motion, nor make
a nomination.
C-8
(a) Parliamentarian
The Chair or chair pro tem may appoint a parliamentarian to give advice when
requested on rules of procedure.
(b) Robert's Rules of Order
For procedural matters not covered in these Bylaws, procedures shall be governed
by the provisions contained in the latest edition of Roberts' Rules of Order
that is in the hands of the parliamentarian, or if no parliamentarian has been
appointed for the meeting, in the hands of the Secretary.
(c) Informal Meeting
The Board may call an Informal Meeting of the congregation at the end of a Sunday
service, to provide general information and for consultation.
PART D - Directors
D-1
The Nomination Committee will prepare a list of consensual candidates from amongst
the Membership for the Board of Directors.
Any Member can also nominate another Member for Directorship. Written consent
of the nominee must first be obtained, in addition to the nomination being proposed
and seconded by a Member in writing. These Member nominations must be submitted
to the Nomination Committee not later than 10 days prior to the Meeting. No
nominations will be accepted after that. The Nomination Committee will present
their slate of Candidates as well as the nominations made by any Member to the
Congregational meeting for voting.
D-2 Powers The Directors, acting in concert, may exercise all of the powers and do all of the acts that Capital is entitled to do, but unless authority is expressly or by clear implication delegated to a Director, no single Director may independently exercise the powers of the Board or of Capital.
D-3 (a) Number The number of Directors shall be a minimum of five and not more than seven.
D-4 (a) Eligibility Subject to Subsection (b), any individual who is a Voting Member shall be qualified to be elected to the position of Director.
(b) Re-election No person who has served a term of at least eleven months as a Director may be appointed or elected to a further term as Director until at least the second Annual General Meeting after the end of that person's service as a Director.
D-5 (a) Classes The term
of Directors shall be 2 years. The Directors shall be divided into two classes,
designated as Class E, whose terms expire in even-numbered years, and Class
O, whose terms expire in odd-numbered years.
(i) Odd and Even numbers At all times when there is an odd number of Director
positions, the number of Class 'E' Directors shall be one more than the number
of Class O Directors, and when there is an even number of Director positions,
the two classes shall consist of equal numbers of Directors.
D-6 (a) Vacancy If a Director
position becomes vacant more than one month before the next scheduled Annual
General Meeting, the Directors shall, by majority vote, subject to section D-4(b),
appoint any Voting Member to fill the vacancy for a term running until the termination
of the next Annual General Meeting.
(b) Class of replacement Director A Director elected either by the Board as
per D-6(a) or by the Congregation to fill a vacancy, shall assume the Class
designation and the un-expired term of the individual being replaced.
D-7 Timing of termination Directors whose terms expire at an Annual General Meeting shall hold office until the termination of that meeting, and newly-elected Directors shall take office at that time.
D-8 (a) Failure to Attend
A Director who has failed to attend three regularly-scheduled meetings of the
Board during any twelve consecutive months without having provided to the Secretary
an excuse that the Board deems valid, shall be deemed to have resigned from
the position of Director.
(b) Removal of Director
A Director may be removed from the position by the same procedures as provided
in these Bylaws for expulsion of a Member.
(a) Removal as a Director may, but shall not necessarily, lead to initiation
of the procedure to expel the person as a Member.
D-9 Behaviour
Each Director shall:
(i) act honestly, and in good faith and in the best interests of Capital; and
(ii)exercise the care, diligence and skill of a reasonably prudent person in
exercising the powers and performing the duties of Director.
D-10 Conflict of Interest
(a) A Director who is, directly or indirectly, interested in a proposed contract
or transaction with Capital, or who has personal relationships that might conflict
with that Director's ability to make independent decisions as a Director, shall
disclose fully and promptly to each other Director the nature and extent of
the conflicting interest.
(b)A Director who has a conflict of interest such as those described in this
section, shall not be counted in a quorum, and shall not participate in discussions
nor vote on the issues from which the conflict of interest arises.
D-11 Indemnification of Director or Officer
Subject to approval by the court and pursuant to the Society Act, Capital shall
indemnify any Director or Officer or former Director or Officer, and that Director's
or Officer's heirs and personal representatives, against all costs, charges
and expenses, including an amount paid to settle a judgment, actually and reasonably
incurred by the Director or Officer, in a civil, criminal or administrative
action or proceeding to which the Director or Officer is made a party by reason
of having been a Director or Officer, including an action brought by Capital,
if-
(i) the Director or Officer acted honestly and in good faith and with a view
to the best interests of Capital; and
(ii)in the case of a criminal or administrative action or proceeding, the Director
or Officer had reasonable grounds for believing that his or her conduct was
lawful.
PART E - Proceedings of Directors
E-1
(a) Regulations
The Directors may make such regulations as they deem desirable for the conduct
of their meetings, subject to subsections (b) through (g),
(b) Notice of Meetings
Notice of Directors' meetings shall be by such method as the Directors decide
from time to time by resolution, but shall be given not less than seven days
prior to each meeting, unless all Directors waive notice in writing for a particular
meeting.
(c) Quorum
The quorum for a Directors' meeting shall be a majority of the Directors then
in office.
(d) Chair Presides
The Chair shall preside at meetings of Directors, but in the absence of the
Chair, the Directors present at the time for which the meeting was called shall
elect from their number a chair pro tem, who shall for the duration of that
meeting perform all of the functions and have all of the powers and duties of
the Chair.
(e) Chair Participation
The Chair and any chair pro tem may participate in discussion of any matter
before the meeting of Directors, and may move or second motions.
(f) The Directors shall adequately discuss and examine the questions arising at the meeting to reach a consensus unless specified otherwise in the Bylaws.
(g) The Directors may delegate to a committee containing at least one Director any, but not all, of their powers, and any committee to which powers are delegated shall report at the next regular meeting of the Board any action it has taken pursuant to the delegation.
E-2
(a) Remuneration
No Director shall receive any remuneration for being or acting as a Director,
or for any other activity undertaken on behalf of Capital, except as provided
in this section.
(b) Reimbursement of Expenses
If approved at a duly constituted meeting of the Directors, a Director or past
Director may be reimbursed for actual expenses reasonably and necessarily incurred
in discharge of functions that the Director was requested by Capital to undertake.
E-3
(a) Consent Resolution
A consent resolution in writing, signed by all of the Directors entitled to
vote on the matter, and placed with the Minutes of the Directors, is as valid
and effective as if regularly passed at a meeting of the Directors.
(b) Participation by Other Means
Any Director or Directors may participate fully in any meeting of Directors
by any electronic means available, as long as the Director or Directors in question
can be communicated clearly to all other Directors, and the Director or Directors
so participating shall be counted in the quorum, and in all respects the participation
shall be treated in the same way as if the Director or Directors were physically
present.
E-4 Record of Proceedings
All proceedings of the Board, including any consent resolutions, shall be faithfully
recorded in Minutes that shall be promptly posted for the information of all
Members, and made available for perusal by Members during normal business hours.
E-5
(a) Advance notice of meetings
Except in an emergency that requires immediate action by the Board, advance
notice of all meetings of the Board and tentative agendas for those meetings
shall be posted at least seven days before each meeting for the information
of Members.
(i) Determination of Emergency
The Chair, or in the absence of the Chair, a majority of the Directors in office,
shall determine if an emergency exists within the contemplation of this subsection,
and this determination shall be conclusive.
(b) Attendance of Members Subject to subsection (c), all meetings shall be open
to all Members, who shall be entitled to speak at a specified point on the Agenda.
(c) In Camera Session - topics
At any meeting of the Board, the Chair or chair pro tem may declare an in camera
session at which only current and ex officio members of the Board shall be entitled
to attend, solely to discuss and decide appropriate action on one of the following
topics:
(i) Paid Staff
The performance and remuneration of one or more paid professional or support
staff members; or
(ii) Chairs or Coordinators
The performance of one or more Committee Chairs or coordinators of Capital functions;
or
(iii) Member/Friend Expulsion
The behaviour of a Member or Friend that might lead to a proposal for expulsion;
or Acquisition or disposal of real property
(iv) Property acquisition/Disposal
Financial details relating to negotiation of a proposed acquisition or disposal
of real property; or
(v) Legal Action
Negotiations or strategy concerning a legal action threatened or initiated against
or by Capital or one or more of its Directors or officers in their official
capacities.
(d) In Camera publication
Forthwith after conclusion of an in camera session, the Secretary shall post
for the information of Members a brief description of the topics discussed,
and a summary of the deliberations in that session to the extent information
can be revealed without undue prejudice to the interests of an individual or
of Capital.
PART F - Officers
F-1 Election of Chair, Secretary
and Treasurer Forthwith after each Annual General Meeting, the Board shall elect
a Chair, a Secretary and a Treasurer, each of whom shall be a Director, all
for terms extending until the end of the next Annual General Meeting.
F-2 Chair Presides/Signs
The Chair shall-
(i) if present, preside at all General Meetings and at all meetings of the Board;
and
(ii) sign, as Chair of Capital, all written communications that are approved
by the Board, unless the Board expressly directs otherwise.
F-3 Treasurers Duties
(i) be responsible for keeping of accounts as required by the Society Act;
(ii) report at least quarterly to the Members the financial status of Capital;
(iii) prepare or supervise the preparation of the annual financial reports,
and present them at the Annual General Meeting, and answer any questions put
by Voting Members at that meeting;
(iv) (iv) ensure that at least annually an annual budget and a three-year rolling
budget projection (previous year, current year and following year) be prepared
for consideration by the Board and subsequently with such amendments as decided
upon by the Board, submitted for consideration by the Congregation;
(v) arrange for the conduct of informal internal audits of the financial management
of Capital and its functions; and
(vi) serve as an ex officio member with vote, of any committee delegated responsibility
for any material aspect of Capital's financial affairs.
F-4 Secretaries Duties
The Secretary shall-
(i) issue notices of all General Meetings and of all Board meetings;
(ii) keep or supervise the keeping of Minutes of all General Meetings and of
all Board meetings;
(iii) maintain or supervise the maintenance and custody of all formal records
of Capital other than financial records;
(iv) keep or supervise the keeping of copies of all correspondence to and from
Capital and to and from the Board, and of all material correspondence to and
from committees and functions of Capital; and
(vii) maintain or supervise the maintenance of the Register of Members.
F-5 Statement of Responsibilities and Accountabilities
Before any other officer position is created, the Board shall prepare a statement
of the responsibilities and accountabilities of that position, and shall report
that statement at the next General Meeting.
F-6 Board Vacancy
When a vacancy occurs in a position of officer, the Board shall (in the case
of the Chair and the Treasurer and Secretary) and may (in the case of other
officers) appoint a successor for a term to the end of the next succeeding Annual
General Meeting.
PART G - Appointment of Professional Staff
G-1 (a)
If the Congregation wishes to have a part-time or full-time Minister or any
such salaried professional, the Board shall appoint a 'Feasibility Study Committee'
to make a study of the financial and membership situation by examining the past
and the present position and the future prediction. If the committee report
recommends proceeding, the Board shall recommend a 'Search Committee' to the
Congregation for their approval, to search for a suitable person and to prepare
and negotiate terms of reference and contract terms for that person. The reports
of the 'Feasibility Study Committee' and the 'Search Committee' are to be presented
at an Extraordinary General Meeting of the Congregation for its approval before
proceeding further.
(b) For the appointment of any such salaried official, the required quorum for
the Meeting shall be forty percent of the Voting Members.
G-2
(a) The Lay Chaplain, or Lay Chaplains, shall report annually to the Congregation
the numbers of services of various types performed by the Chaplain, specifying
the numbers conducted on behalf of Members, of Friends, and of individuals not
formally connected with Capital.
(b) Forthwith after receiving any honorarium or other payment in consideration for having performed a service or any function in the capacity of Lay Chaplain, the Lay Chaplain shall remit to Capital one-half of the amount or amounts so received.
(c) The relationship and governance of Lay Chaplains by the Congregation shall be guided by the latest Lay Chaplaincy policy recommendations of the Canadian Unitarian Council and The Canadian Association of Unitarian Universalist Lay Chaplains.
PART H - Committees
H-1
(a) The Board shall conduct business of the Capital Unitarian Universalist Congregation
through the following Committees as appropriate. The Board may recommend the
names of the members of these committees to the Congregation for their approval.
(i) Worship Committee
(ii) Religious Education Committee
(iii) Membership Development Committee
(iv) Finance Committee
(v) Nominating Committee, as provided in subsection (b)
(vi) Personnel Committee
(vii) Conflict Resolution Committee
(viii) Social Responsibility Committee
Such other committees as the board may decide from time to time.
(b) At each Annual General Meeting, the Congregation shall elect a Nominating
Committee, consisting of from three to five members, as established by ordinary
resolution at an Annual General Meeting or an Extraordinary General Meeting
(i) No member of the Nominating Committee shall be a current Director, nor have
served as a Director within the eleven months immediately preceding the Annual
General Meeting at which the Nominating Committee is elected.
H-2
(a) At its first meeting after each Annual General Meeting, each standing committee
shall choose its own Committee Chair, and when a vacancy occurs in the position
of Committee Chair, the committee shall forthwith choose a replacement.
(b) No person is expected to serve as Committee Chair of the same committee
for longer than thirty consecutive months, and is not expected to again serve
as Chair of that committee until twenty-four months have elapsed after ceasing
to hold that position.
PART I - Financial Affairs
I-1
The accounts of Capital shall be kept in accordance with Generally Accepted
Accounting Principles, in the fund accounting mode.
(a) The accounts shall include the following Funds groups:
(i) Operating Fund, including Restricted and Designated Funds;
(ii) Building and Facilities Fund;
(iii) Special Funds (subdivided as appropriate into Restricted and Unrestricted
Quasi-Endowment Funds, and Restricted and Unrestricted Endowment Funds; and
(iv) Trust Funds, if any.
(b) Assets of separate funds in a fund group may be pooled, but shall be separately accounted for and reported.
(c) All financial reports shall be presented on a comparative basis.
(d) No funds may be advanced
by or borrowed from one Fund to another unless previously approved by a Special
Resolution, and any such advance or borrowing must be done only on commercial
terms (aside from the giving of security), and be clearly reflected in all financial
accounts and reports.
I-2
The fiscal year of Capital shall commence on April 1 of each year, and close
on March 31.
I-3
The financial records shall be made available for inspection by any Member,
by appointment in normal business hours.
I-4
(a) Subject to paragraphs I-4(a)(i) and (ii), in order to carry out the purposes
of Capital, the Board may, on behalf of and in the name of Capital, raise or
secure the repayment of money in the manner they decide, and, in particular
but without limiting generality, by the issue of debentures.
(i) No debenture, mortgage or loan guarantee shall be issued or approved without the prior sanction of a Special Resolution.
(ii) The Members may by
a Special Resolution restrict the borrowing power of the Board, but such a restriction
expires at the end of the second succeeding Annual General Meeting.
I-5
(a) Subject to subsection I-5(b), at each Annual General Meeting, on recommendation
of the Nominating Committee, the Congregation shall appoint an independent accountant
or bookkeeper to render an opinion as to whether the financial records have
been properly kept and the reports properly prepared to reflect those records.
(b) If Capital is declared by the relevant government official to be a reporting society, the Members shall by resolution appoint an independent auditor, who shall not be a Member, or an employee of Capital except for this purpose.
(c) The accountant or bookkeeper,
or the auditor if any, shall be given notice of all General Meetings, and shall
be entitled to attend, and to speak at those meetings.
I-6
(a) From time to time the Board shall decide in which financial institution
to open an Operating Fund chequing account, and in its discretion, an interest-bearing
account for operating funds, and as required, accounts for one or more of the
other Fund groups.
(i) The Board shall designate the Treasurer and at least two other Voting Members, whether Directors or not, to be signing officers for Capital accounts.
I-7
(a) The Board shall publish to all Committee Chairs, and from time to time make
available to all Members, procedures and policies for the handling and control
of all moneys.
(b) Without restricting
generality, the procedures and policies referred to in subsection (a) shall
require that-
(i) all moneys received for any purpose related to Capital be deposited intact
in a designated Capital account at a financial institution, and that all disbursements
be made by cheque, or from an imprest petty cash fund;
(ii) all disbursements be properly documented and approved by the Director or
Committee Chair responsible for the line item of the budget to which it is to
be charged;
(iii) all reimbursements of expenses made to any person be supported by appropriate
third-party documentation; and
(iv) all disbursements made to any Member or Friend other than an expense reimbursement
be approved in advance by the Board or by a committee appointed by the Board
for that purpose.
I-8
Other than salaries and wages of bona fide employees, and reimbursements for
expenditures incurred on behalf of Capital, neither Capital nor any of its committees
or functions shall make any payment to any Member, and no person shall participate
in any earnings of, or profit from, activities of Capital.
I-9
If and when Capital ceases to function as a society, or is declared bankrupt,
or is voluntarily wound up as a society, any assets remaining after payment
of all debts and liabilities, shall be paid to the Canadian Unitarian Council
or to its successor organization.
PART J - Affiliations
J-1
(a) Capital shall maintain membership in the Canadian Unitarian Council, and
may maintain membership of the Unitarian Universalist Association, or their
respective successor organizations.
(b) It is the intention of Capital to make annual financial contributions equal
to its full fair share as determined from time to time by the organizations
referred to in subsection (a).
J-2
(a) No Member or Friend shall purport to speak or to issue statements on behalf
of Capital, unless specifically authorized to do so by prior resolution of the
Board or of the Congregation.
(b) No funds of Capital or of any of its committees, functions or other groups
shall be donated or paid as dues or in any other way, to any group or organization
other than those with which Capital has established a formal affiliation, unless
approved in advance by prior resolution of the Board.
(i)If the Board approves a payment referred to in subsection (b), notice of
that approval, its amount and its purpose, shall be communicated to the Congregation
forthwith.
PART K - Welcoming Affirmation
K-1
This congregation affirms and promotes the full participation of persons in
all our activities and endeavours: including membership, programming, hiring
practices, and the calling of religious professionals; without regard to race,
colour, gender, physical or mental challenge, affectional or sexual orientation,
age, class or national origin. We also affirm the practice of affirmative action
to remedy the results of historical discrimination.
PART L - Amendment to Constitution and Bylaws
L-1
The Constitution and Bylaws shall not be amended, altered or added to except
by Special Resolution, filed with the Registrar in accordance with the Society
Act.