By-laws of South Asian Heritage Association of Hamilton and Region (SAHAHR)
6 February 2021

You can download a copy of the by-laws here.

VISION
We envision a community that is inclusive, democratic, respects and celebrates the cultural diversity of Canada, and where the South Asian community plays an active and integrated role in all aspects of civic, political, social and cultural life of Canada.
MISSION
Our mission is to educate, showcase and promote the cultures of South Asia through cultural, literary and other events in Hamilton and beyond.
OBJECTIVES
● To promote a positive image of the South Asian community in Hamilton and Region by showcasing South Asian cultures.
● To enable and facilitate South Asian Canadians to participate and integrate in the civic, social and cultural life of Canada.
● To promote the interests and rights of the South Asian Canadian community in Canada through partnership and cooperation with various levels of the municipal,
provincial and federal governments and other organizations within Hamilton.
● To instill in the youth of South Asian origin a sense of pride in their cultural heritage.
● To foster and encourage cooperation among its members, and with other organizations.
● To support social and cultural activities but do not affiliate the SAHAHR with any religious or political activities.

DEFINITIONS
South Asia is defined to include the nations of (alphabetically) Afghanistan, Bangladesh, Bhutan, India, Maldives, Nepal, Pakistan, and Sri Lanka. People of South Asian Origin are defined as individuals who trace their ancestry from
any country of South Asia, irrespective of their place of birth or residence.

BY-LAWS
These by-laws and articles relate to the transaction of affairs of the South Asian Heritage Association of Hamilton and Region. They will be reviewed every 5 years, when a strategic review is conducted.
Amendments to bylaws can be made any time by the Board and ratified by the General Body, as needed.

APPENDIX
These by-laws include an Appendix which contains information that can change from time to time. If the Board elects to change any information in the Appendix, the Appendix must be revised by the Secretary and approved by the Board through a
majority vote. Previous appendices will be retained as historical records with effective dates of changes.

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BE IT ENACTED as the by-laws of the South Asian Heritage Association of Hamilton and Region (SAHAHR) as follows:

HEAD OFFICE
The Head office of the organization shall be located in the City of Hamilton-Burlington and Region in the Province of Ontario at a location indicated in the Appendix. If the Board of Directors elect to change the location of the Head Office, the Appendix must be revised by the Secretary and approved by the Board.

SPECIAL PROVISIONS

1. The organization shall be subject to the Charities Accounting Act, 1990 and the Charitable Gifts Act, 1990 of Ontario.

MEMBERSHIP
2. Classes of Members and Entitlements
The organization shall have the following classes of membership:
a) A ‘General ’ member
● shall be an individual of South Asian origin or a member of a South Asian family;
● supports the objectives of the Organization;
● shall be entitled to receive notice of, and participate in various events and activities of the Organization;
● shall be entitled to vote at general body meetings;
● shall pay an annual membership fee (see Appendix for the fee amount).
b) An ‘Honourary’ member
● shall be any person or an organization that, by resolution of the Board of Directors, is deemed to have given distinguished service or support to the Organization;
● shall be entitled to receive notice of and to attend general body meetings;
● shall not be required to pay a membership fee;
● shall not be entitled to vote at general body meetings.

GENERAL BODY MEETINGS
3. The Board of Directors by resolution may authorize the President/Vice-President to fix a date for the Annual General Meeting (AGM) of members. At every AGM, in addition to any other business that may transact, the report of the President and the financial statements shall be presented and approved by the members.
General members may also elect the Board of Directors at the AGM.
4. The Board of Directors may at any time call a special general body meeting for the transaction of any business, the special nature of which is specified in the notice calling the meeting.
5. Written or electronic notice of the time, place and date of general body meetings and the general nature of the business to be transacted shall be given at least ten (10) days before the date of the meeting to each member.
6. Voting on an issue shall be decided by greater than fifty percent (50%) majority of a quorum of voting members present in person or by proxy. The President would not normally vote, however, in the event of a tie, the President will cast the deciding vote.
7. A quorum for the transaction of business at any general body meeting shall consist of at least 30% of Regular members entitled to vote, either present in person, virtually, or represented by proxy.
8. The President, or, in that person's absence, the Vice-President of the organization shall be chair of any general body meeting. If no such officer is present within fifteen (15) minutes from the time fixed for holding the meeting, members present and entitled to vote shall choose one of their members to be the chair. If the
Secretary is absent, the chair shall appoint an individual, to act as Secretary of the meeting.
9. Except where a secret ballot is used, resolution that has been carried by greater than fifty percent (50%) majority, any proposal at a general body meeting shall be decided by a show of hands.

BOARD OF DIRECTORS
10. Board of Directors shall consist of individuals elected by Regular members at a general body meeting. organization shall be governed by a Board of Directors composed of between eight (8) and seventeen (17) directors. All directors must be eighteen (18) years of age or older and be a general member.
11. SAHAHR will strive to have representation on the Board from each South Asian country, with one and preferably two Board members from each South Asian country.
12. SAHAHR will strive to have at least one Youth Board Member (18 – 30 years of age) from any country to promote the needs and interests of youth in the South Asian community.
13. Leave of Absence.
If for medical or other personal reasons, a Board member is unable to carry out their responsibilities, he/she will be allowed to take a leave of absence for up to one year at the discretion of the Board.
14. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from their positions as such, provided that Directors may be paid reasonable expenses incurred by them in the performance of their duties.

TERM OF OFFICE
15. Board members will be elected at the Annual General Meeting by simple majority of members. Notice of such election will be sent to all members at least 2 weeks prior to the election asking for nominations. The Board will aspire for representation from all South Asian countries on the Board, if possible.
16. The Board members will be elected for a period of five (5) years. In the first year after the organization is incorporated, half of the founding board members may take an additional one-year term to ensure continuity of board governance in the organization’s early stages. An individual may serve up to two (2) consecutive
terms, after which the individual must take at least a one (1) year break. At each AGM, the directors whose terms of office have expired, shall be retired, but shall be eligible for re-election if otherwise qualified.
17. If a Board member does not support the vision, mission and objectives of SAHAHR or his/her behaviour is considered inappropriate for the image or the functioning of SAHAHR, the Board will create a special subcommittee, chaired by an impartial non-Board member to investigate and report to the Board. Based on the
recommendation of the subcommittee the SAHAHR board will take appropriate action, which may include the removal of such a member from the Board, if necessary.

ELECTION OF OFFICERS

18. The Board of Directors may annually or more often, as may be required, elect from among its members a President, Vice-President, Secretary, Cultural Secretary, Treasurer and Youth Representative. Only Board members who have served on the Board for at least two years are eligible for an Officer position. One person may
hold more than one office except the offices of the President and Vice-President, and Youth Representative. The President shall be elected by the Board of Directors from among Board Members at the first meeting of the Board after the annual election of such Board of Directors.
19. Nominations for vacant director positions shall be submitted in writing (on paper or via e-mail) to the President or specially constituted Selection Committee of the Board of Directors at least seven (7) days in advance of the meeting at which the election is to take place.

QUORUM OF THE BOARD OF DIRECTORS
20. A Majority, i.e. more than fifty percent (50%), of the directors shall form a quorum for the transaction of business and, notwithstanding any vacancy among the directors; a quorum of directors may exercise all of the authorities of the Board. No business shall be transacted at a meeting of directors unless a quorum of the
Board of Directors is present.

MEETINGS OF THE BOARD OF DIRECTORS
21. The Board of Directors may hold its meetings at such place or places as it may from time to time be determined. Directors meetings may be formally called by the President/Vice-President or by the Secretary, or on the direction in writing of any two directors. Notice of such meeting shall be hand delivered or sent via
electronic communication (i.e. telephone, fax, text message or e-mail) to each director not less than five (5) days before the meeting is to take place, or shall be mailed to each director not less than seven (7) days before the meeting is to take place.
22. The Board may appoint a day or days in any month or months for a regular meeting at an hour to be named and of such a regular meeting a reminder will be sent.

BOARD ATTENDANCE
23. A director who is absent from three consecutive regular meetings of the Board
during a fiscal year is encouraged to re-evaluate with the Board President his/her commitment to the Organization. The Board may deem a Director who has missed three consecutive meetings without informing the Board is considered to have resigned from the Board. Exceptions can be made for valid circumstances, such
as health, grieving, extended travel, etc.

DECISION-MAKING PROCESS, BOARD OF DIRECTORS
24. At all meetings of the Board of Directors, every issue shall normally require mutual agreement of all directors present at the meeting. Decision-making will be carried out in the following manner:
a) If mutual agreement cannot be obtained, a voting process will be used and a majority will decide. Majority is determined as more than fifty percent of a quorum of directors present;
b) The President shall not vote unless there is a tie. In the event of a tie, the President will cast the deciding vote;
c) Votes shall be taken by a show of hands during in-person or virtual meetings.
A confidential ballot can be used at the request of any director present;

AUTHORITIES
25. The directors have authority to manage the affairs of the organization; however, the initial approval and any changes to the By-laws will be ratified at a General Body Meeting.

REMUNERATION OF DIRECTORS
26. The directors shall serve without remuneration and shall not directly or indirectly receive any profit from their position as such; PROVIDED that a director may be paid or reimbursed for reasonable expenses incurred in the performance of duties.

OFFICERS AND THEIR ROLES
27. Officers and Duties
The Board shall elect officers of the South Asian Heritage Association of Hamilton and Region which shall include a President, Vice-President, Secretary, Cultural Secretary, Treasurer and such assistants and other officers as the Board shall from time to time be determined. One person may hold any two or more offices.
28. President:
a) The President shall be responsible for leadership of the Board in discharging its powers and duties and shall, in general, supervise and manage all of the business and affairs of the Organization.
b) The President shall preside at meetings and have the power to call meetings.
c) The President may sign contracts and other instruments on behalf of the organization.
d) If a decision is to be made quickly, the President will send an e-mail or call the Board members to get an approval. If it is not possible to get responses from all the Board members within a reasonable time, the President can make a decision; however, such a decision must be ratified by the Board at the next meeting.
e) The President may decide and commit up to $500 for any expenses but such
a decision must be ratified at the next Board meeting.
29. Vice-President:
a) The Vice-President shall have all powers and duties of the President during the President’s absence, disability, or disqualification, or during any vacancy in the position of President, and such other powers or duties assigned by the President, the Board, or the Bylaws.
b) The Vice-President will support the President for carrying out his/her responsibilities.
30. Secretary. The Secretary shall:
a) Cause the minutes of all Board and Executive Committee meetings of the organization to be recorded and distributed within seven days of such meeting being held to all Board members;
b) Certify the accuracy of such minutes;
c) Cause notice of all meetings to be given;
d) Attest the signatures of the officers and directors as required;
e) Be the custodian of the seal of the organization and of all books, papers, records, correspondence, contracts and other documents belonging to the organization which the Secretary shall deliver up 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; and
f) Perform such other duties as may be assigned by the Board of Directors.
31. Cultural Secretary. The Cultural Committee shall be responsible for organizing
cultural events. The responsibilities will include:
a) Plan and schedule cultural events in consultation with Board members.
b) Discuss programming details and remunerations with the artists and performers, as appropriate.
c) Arrange for evaluation and suitability of the proposed performances through auditions, reviewing video clips or other means to ensure that a proposed performance is in line with the values and expectations of SAHAHR.
d) Determine the audio-visual requirements, stage settings and any other special requests made by the performers.
e) Ensure that any expenses related to cultural activities are within the approved budget for the event.
f) Arrange for any stage decorations, costumes, audio-visual items, etc. that belong to SAHAHR to be safely stored after the event.
32. Treasurer. The Treasurer or the person performing the usual duties of a Treasurer
shall:
a) Keep full and accurate accounts of all receipts and disbursements of the organization in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the in such bank or banks as may from time to be designated by the Board of Directors.
b) Disburse the funds of the organization under the direction of the Board of Directors and shall render to the Board of Directors at regular meetings or whenever required, an account of all transactions as Treasurer of the Organization. The Treasurer may delegate administrative duties to such person or persons as the Board of Directors shall approve. The Treasurer shall also perform such other duties as may from time to time be determined by the Board of Directors.
c) Present a Financial Report at all General Body meetings.

33. Board Members. All Board members will support the spirit of the organization and assist in carrying out the tasks and responsibilities agreed on at a Board meeting.
Board members are expected to:
a) Attend Board meetings.
b) Take on responsibilities and contribute ideas for future events and direction of the organization.
c) Participate in Committees.
d) Keep track of any authorized expenses incurred for SAHAHR’s operation and submit original receipts to the Treasurer for reimbursement.

BOOKS AND RECORDS
34. The Directors shall see that all necessary books and records of the organization required by the by-laws of the organization or by any applicable statute or law are regularly and properly kept.

COMMITTEES
35. The President/Vice-President may designate and appoint committees of the Board s deemed necessary. Each Board committee shall be chaired by a Director. Non-Board members may be appointed to any Board committees at the discretion of the Board.

DEPOSIT OF SECURITIES FOR SAFEKEEPING
36. The securities of the organization shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, as shall from time to time be determined by resolution of the Board of
Directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so
withdrawn from deposit or the proceeds thereof.

RESERVE FUND

37. SAHAHR will strive to build up a Reserve Fund using the funds from corporate sponsors.

DISSOLUTION
38. In case the Board decides to dissolve the organization, the funds left over after paying all the bills will be donated to local charities and/or local arts and cultural organizations to be decided by the Board members.

AMENDMENTS
39. The Board of Directors shall have the power to make, alter, amend, and repeal the by-laws of the Organization, provided such amendments are subsequently ratified by at least two-thirds of the members at a general body meeting duly called for the purpose of considering such amendments to the by-laws.

Appendix
(Effective February 1, 2021)
[This Appendix contains information that is liable to change from time to time by the Board of Directors. It can be amended as needed without the formal process of amending the by-laws. If changes are made to the Appendix, a copy of previous Appendix will be retained with the effective date for as a historical record.]
1. The Head Office of the organization will be located at 96 Haddon Ave. North, Hamilton, ON, L8S 4A5.
2. Membership Fees:
a) The annual membership fee is set at ten dollars ($10) for General Members and Associate Members; Twenty Five ($25) for family (parents and children).
b) Honorary Members are not required to pay an annual membership fee.
3. The Fiscal Year of the organization will be from January 1st to December 31st of each year.