Adopted on
Amended on
BY-LAWS
OF
(ITU-AAC)
INTERPRETATION: In this by-laws ASSOCIATION means ISTANBUL TECHNICAL UNIVERSITY ALUMNI ASSOCIATION - CANADA, INC. (In Turkish: İSTANBUL TEKNİK ÜNİVERSİTESİ MEZUNLARI DERNEĞİ-KANADA.)
The Association which is incorporated as a non-profit corporation under the Canada Corporation Act is governed by these by-laws.
ARTICLE I NAME AND LOCATION
ARTICLE II OBJECTIVES
ARTICLE III FOUNDING
MEMBERS OF THE ASSOCIATION
ARTICLE IV MEMBERSHIP
ARTICLE V ASSOCIATION'S
FORMATION
ARTICLE VI GENERAL
ASSEMBLY
ARTICLE VII BOARD
OF DIRECTORS
ARTICLE VIII AUDIT
COMMITTEE
ARTICLE IX HONURARY
COUNCIL
ARTICLE X ADVISORY
COMMITTEE
ARTICLE XI REMOVAL OF
A MEMBER FROM BOARD OF DIRECTORS, OR AUDIT COMMITTEE, OR HONOUR COUNCIL, OR
OFFICERS
ARTICLE XII ENACTING,
REVOKING OR AMENDING OF BY-LAWS
ARTICLE XIII AUDITOR
ARTICLE XIV DISSOLUTION
OF THE ASSOCIATION
ARTICLE XV INTERPRETATION
ARTICLE XVI RULES AND
REGULATIONS
ARTICLE XVII RELATIONS WITH OTHER ORGANIZATIONS AND ASSOCIATIONS
Section 1
The name of the association shall be "ITU Alumni Association - Canada, Inc.", hereafter referred to as "the Association".
The abbreviation ITU means
The referral to person (s) in the form of masculine expression (he, him, his, man) shall mean to cover all genders.
Section 2
The head
office of the Association shall be located in the
Section 3
The Association may also have an
office or offices in other place or places in
Section 1
The objectives of the Association shall be
a) to promote the scientific, professional, economic and social interests of its members;
b) to promote and coordinate relations between ITU and its members;
c) to promote close liaison, understanding and interchange of ideas and knowledge with other organizations and groups that have objectives similar to those of the Association;
d) to provide representative voice for ITU graduates;
e) to provide a forum for its members to express their views on the nature and style of present and future activities of the Association;
f) to organize symposiums, seminars, technical conferences, technical tours and other activities of similar nature to carry out the above objectives.
Section 2
The objectives of the Association shall be carried out without a purpose of gain, especially of financial nature, for its members including those in the Board of Directors, Audit Committee, Honourary Council, and Advisory Committee. Any profits or other accretions to the Association shall be used for promoting the objectives of the Association.
Section 1
a) Regular membership: A regular member is a member who is graduated from ITU or who has served in ITU as a lecturer and is in full compliance with by-laws while exercising the rights and duties of his membership including payments of dues if required to do so. Regular members shall have the right to attend, participate and vote at all meetings of members of the Association.
b) Honourary membership: A person shall be a honourary member when he has made a significant contribution towards achieving the objective of the Association and has been nominated by at least two regular members and unanimously accepted by board of directors at one of its meeting. The honourary members shall not be entitled to vote at meetings of the members of the Association nor be required to pay membership fees or dues unless they are also regular members.
Section 2
A person who meets the definition of membership in Article IV, and endorses the objectives given in Article II, and pays the membership dues becomes a regular member, when a written application submitted to Board of Directors of the Association is approved by the Board of Directors.
To become a regular member, a person is required to apply for membership by filling out a membership form.
Section 3
The Board of Directors may provide resolution that every applicant who qualifies for membership and has paid the required fee and has been admitted as a regular member of the Association shall be issued a certificate of membership under the seal of the Association and the signature of the President, or the Secretary or the Treasurer.
Section 4
a) Resignation: A member may resign by delivering or mailing to the President or Secretary of the Association a written resignation which shall be deemed to become effective upon being delivered or so mailed. The member shall remain liable for payment of any dues, assessments or other sums levied or which may become payable by such member to the Association prior to the effective date of the resignation.
b) Violation of the By-laws of the Association: Failure to fulfill the membership requirements, given below, constitutes cause for suspension or loss of membership;
i. Non payment of membership dues or refusal of payment within 6 months period in a fiscal year.
ii. Engagement in activities that are in conflict with the goals and aspirations of the Association.
iii. Engagement in activities that is detrimental to the reputation and well-being of the Association membership privileges. The membership privileges of a member of the Association may be terminated by affirmative vote of two thirds of the Board of Directors based on a recommendation of Honourary Council for violation of the by-laws of the Association.
The Association will consist of the following:
. General Assembly
. Board of Directors
. Audit Committee
. Honourary Council
. Advisory Committee
Section 1
Definition:
The
General Assembly is composed of regular members of the Association in good
standing. It convenes according to the procedures set out in this by-Law.
Assembly of members shall be the highest governing body of the Association.
Section 2
a) to establish the policy and define the goals of the Association;
b) to elect members of the Association Committees (Board of Directors, Audit Committee, Honourary Council, Advisory Committee) as prescribed in these by-laws;
c) to enact, maintain, amend and revoke the by-laws of the Association as necessary, according to Article XII;
d) to review and approve the activity reports of the Board of Directors including financial statement and the Audit Committee report;
e) to discuss and vote any resolution that may be brought to the General Assembly by the Board of Directors or by members.
Section 3
a) Regular meetings take place once in every two (2) calendar years, and not more than thirty months after the last preceding regular meeting.
b) Notice of meeting shall be given by the Board of Directors, in writing and will be to each voting member at least thirty days in advance of the meeting. Board of directors may give notice to members in the form of electronic or written letters via e-mail or other communication medium.
c) Notice of meeting sent by the Board of Directors to the members shall include the following:
i. Date, time and place of meeting
ii. Agenda
iii. All of the documentation relevant to items on the agenda
iv. A form of proxy
d) Quorum for the general assembly meetings is two thirds of members in good standing. If at a General Assembly meeting the quorum is not present to open the meeting, the General Assembly meeting will be re-scheduled by the Board of Directors on a date not more than thirty days from the date of the original meeting. At the re-scheduled meeting, one-tenth of members in good standing shall constitute a quorum. Notice of re-scheduled meeting shall be identical to the agenda of the original meeting and no additions may be made to it and no motion, which was not included in the call for the original meeting, may be considered.
e) Each voting member present at a meeting shall have the right to exercise one vote. A member entitled to vote at the meeting may, by means of a written proxy, appoint a proxy holder or one or more alternate proxy holders, who are required to be regular members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.
f) No error or omission in giving notice of any regular or special meeting or any adjourned meeting, whether regular or special, of the members of the association 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 purpose of sending notice of any member, Board of Directors member or officer for any meeting or otherwise, the address of the member, Board of Directors member or officer shall be his last address as recorded on the books of the association.
g) Meetings are convened by the President of the Association. As first item of business, a chairman, and a secretary are elected by show of hands for the purpose of conducting the meeting.
h) Meetings are conducted by the elected Chairman, according to the circulated agenda. The secretary is responsible for the preparation of the minutes of the meeting. Minutes of the meeting are to be approved and signed by the meeting's Chairman and Secretary. Upon closing of the meeting, minutes and all documents are transmitted to the Board of Directors.
i) Altering the order of items in the agenda, or adding new items to the agenda requires the affirmative vote of two-thirds of the members present at the meeting.
j) At each regular meeting, in addition to any other business, the following will be on the agenda all times and will be considered:
i. Report on the Board of Directors
ii. Treasurer's financial report
iii. Audit Committee/Auditor's report
iv. Appointing new audit committee/auditor if required.
a) The General Assembly may be called to a Special Meeting by the Board of Directors or by written request, with reasons, submitted to the Board of Directors by one third of the members of the association. In this case, the Board of Directors will arrange the Special General Assembly Meeting within thirty days of receiving such a request. The Special General Assembly Meeting may only consider items included in the call for meeting. The call for Special Meeting and the conduct of such meeting shall be according to provisions of Article VI Section 3.A(b) and Article VI Section 3.A(c).
b) The General Assembly may be called to a Special Meeting when the elected number of the Board of Directors drops below four (4). The Special General Assembly Meeting may only consider items included in the call for meeting. The call for Special Meeting and the conduct of such meeting shall be according to provisions of Article VI Section 3.A(b) and Article VI Section 3.A(c).
Section 1
The Board of Directors is the executive organ of the Association and consists of seven members, all elected by the General Assembly. Each Director must be the regular member in good standing and minimum eighteen years of age, with power under law to contract.
Section 2
The Board of Directors is elected by the general assembly, for a two-year term. Voting will be show of hands. If the general assembly, by a majority vote, so decides, voting may also be by secret ballot.
a) If there is the slate (or slates) of nominees, the voting shall be by slates. The slate receiving the highest number of votes of members present shall be declared the winner. If no slate receives the vote of the majority of he members present, voting will be for individuals. If the voting is for individuals, the candidates will be ranked in order of the votes they each receive. Seven individuals with the highest vote will be elected as Board of Directors members. Five candidates with next highest votes will become reserves to fill any vacancy in the Board of Directors, according to the procedures described in article "Vacancies".
Section 3
Unless it is stated in the slate before the election, seven members of Board of Directors who are elected by the General Assembly, shall elect, the following officers of the Association amongst themselves for a term of two years.
. 1 President
. 1 Vice-President
. 1 Secretary
. 1 Treasurer
The following are the duties of the officers:
1. President: The President is the Chief Officer of the association, chairs the Board of Directors meetings and represents the Association. From time to time, he may assign all or part of his/her duties to the Vice-President. He shall have the general and active management of the affairs of the Association. He shall see that all orders and resolutions of the Board of Directors are carried into effect.
2. Vice- President: The Vice-President acts on behalf of the President, when authorized to do so by the President.
3. Secretary: The Secretary maintains all non-fiscal records of the association. He shall issue notices of all the meetings, solicit agenda items, perform the usual duties of the Board of Directors. He shall attend meetings of the Board of Directors and shall enter minutes of all proceedings at such meetings in the minutes book kept for this purpose.
4. Treasurer: The treasurer maintains all fiscal records of the association and is responsible for the proper handling of association funds. The Treasurer shall keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Association, and under the direction of the Board of Directors, he shall control the deposit of the money, the safe keeping of securities and the disbursements of funds of the Association. He shall render, to the President and/or the Board of Directors at the meetings thereof or whenever required of him/her, an account of all his transaction as treasurer and of the financial position of the Association. He shall have charge of the Association seal and the books and the records of the Association, all of which he shall deliver as and when instructed or authorized by resolution of the Board of Directors.
Section 4
a) Any vacancy in membership of the Board of Directors, during its term of office, will be filled by the Board of Directors from amongst the reserves chosen according to Article VII-2. If vacancy is at the office of the President, the Vice- President shall become the President. The Board of Directors according to Article VII-2 will fill vacancies in other positions.
b) If, after the promotion of all reserves, the membership of the Board of Directors falls below four members, until the end of its term, the Board of Directors may fill the vacancies by appointment from amongst the association members. During the term of the Board of Directors, such appointments may not exceed three in number.
c) The same person may hold any two offices.
Section 5
a) To implement the policies mandated by the General Assembly and in the by-laws.
b) To manage the day-to-day functioning of the Association in accordance with policies by the General Assembly Meetings.
c) To undertake all necessary steps to fulfill the objectives of the association, according to these by-laws.
d) To ensure that press and media relations, relations with the governments and other organizations as well as the relations within the community are carried out in a manner that serves the association's aims.
e) To establish or discontinue committees of the association. Terms of reference and duties of these committees will be determined by the Board of Directors.
f) To buy or sell equipment necessary for its functions.
g) To open and close bank accounts.
h) To deposit and withdraw funds from the bank or trust company, and on behalf of the association, may receive funds and make payments to third parties. In this regard, the signatures of any two of president or vice-president, and treasurer are sufficient. Whenever it is necessary, the treasurer may assign his duties to president or one of the vice-presidents.
i) To set the annual membership dues to be paid by members.
j) To fill vacancies in any one of the committees or councils of the Association.
k) To co-operate with other organizations and associations, which have aims consistent with the aims of the Association.
Section 6
Meeting of the Board of Directors:
a)
Board of Directors shall meet at a time and
place set by the president. Notice for regular Board of Directors meeting by
mail or in electronic forms shall be sent at least 14 days prior to the
meeting. The president shall arrange for a special meeting of the Board of
Directors, to be held within four days of the receipt of a request for such a
meeting submitted by at least two members of the Board of Directors. At least
48 hours of notice will be given to each member, before any meeting of the
Board of Directors takes place.
b) 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 Association shall invalidate such meeting or make void any proceeding taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
c) Each Board member has equal rights and is authorized to exercise one (1) vote. In the event of a tie, a tiebreaker vote may be exercised by the President only.
d) The quorum of the Board of Directors is four.
e) A majority of the Board of Directors members, from time to time, but not less than four members, 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 authorities, power and discretions by or under the by-laws of Association.
f) Questions arising at any meeting of the Board shall be decided by a majority of votes unless otherwise provided in the By-laws or the Letters Patent. In the case of equality of votes the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meetings shall be taken by ballot as so demanded by a Director present, but if no demand be made the vote shall be taken in usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and entry to that effect in the minutes shall be admissible in evidence as prima facie evidence for the fact without further proof of the number or portion of the votes recorded in favour of or against such resolution.
Section 7
a) To govern the Association according to the provisions of these by-laws
b) To prepare the activity reports for the General Assembly
c) To call and organize the General Assembly meetings at the end of the term of office
d) To meet at least 4 times in a year.
e) To maintain the following records:
1. Membership Registration
2. Income and expenditure account books
3. Minutes of deliberations and resolutions of all organs of the Association
4. Inventory books
5. Correspondence and activity report files of all organs of the Association
6.
Any other documentation required by the by-laws of the
Association or by any applicable statutes or laws of
Section 8
a) A member of the Board of Directors may be removed from office for cause, according to the procedures described in Article XI.
b) If a member of the Board of Directors, without prior consent and without valid reasons, misses all Board of Directors meetings in any three-month period, he shall be deemed to have resigned and his/her place will be filled.
Section 9
Contracts, documents or any instruments in writing that requires the signature of the Association, shall be signed by the President, and one of the officers and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality.
Section 10
Every member of the Board of Directors of the Association or other persons who have undertaken or is about to undertake any liability on behalf of the Association respectively, shall from time to time and at all times, be indemnified and saved harmless out of funds of the Association, from and against:
a) All costs, charges and expenses whatsoever which such member of the Board of Directors, or other person 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 or thing whatsoever, made done or permitted by him, in or about the execution of the duties of his officer in respect of any such liability;
b) All other costs, charges and expenses which he sustains or incurs in or about or in relation to affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or fault.
Section 11
The minutes of the Board of Directors shall not be available to the public but shall be available to the members of the Association upon request.
Section 12
The Board of Directors, on behalf of the Association, may employ such persons that it deems necessary to carry out the task of the Association. Terms of employment and rate of pay of such persons shall be decided by the Board of Directors.
Section 13
Fiscal year of the Association is the same as calendar year. Financial records shall be kept for audit purposes separately for each calendar year.
Section 1
The Audit Committee is a three members committee, responsible to monitor and control the records of the Association in accordance with the existing by-laws.
Section 2
a) The Audit Committee is composed of three members elected and appointed by the General Assembly, for a two-year term. Voting will be by show of hands. If the General Assembly, by a majority vote, so decides, voting may also be by secret ballot.
b) If there is a slate (or slates) of nominees, the voting shall be by slates. The slate receiving the highest number of votes of members present shall be declared the winner. If no slate receives the vote of the majority of the members present, voting will be for individuals, the candidates will be ranked in order of the votes they each receive. Three individuals with the highest votes will be elected as Audit Committee members.
c) Three committee members who are elected by the General Assembly, shall elect, from amongst themselves the chairperson.
Section 3
a) To act as an "internal Audit Committee" to monitor and control records of the Association and submit an "Audit Committee Report" to the regular meeting of the General Assembly, in addition to the financial statement of the Association.
b) If the Audit Committee deems it necessary, to inspect the records of the Association irrespective of the period of regular General Assembly meetings. Before such an inspection, a notice of 15 days is to be given to the Board of Directors.
c) If necessary, to make recommendations to the Board of Directors for the establishment of financial record keeping procedures.
d) If it establishes the existence of deficiencies, to warn the Board of Directors for the correction of these deficiencies and to monitor that they are corrected.
e) If it establishes the existence of deficiencies in Association records and errors in financial matters that may endanger the financial integrity of the Association, and after written warnings to the Board of Directors, if the Board of Directors does not correct the irregularities in the financial accounts, the audit committee shall submit a report to the Board of Directors for circulation to the members of the Association. The Board of Directors must circulate the report, in the usual manner, within thirty days of its receipt.
f) If necessary, the audit committee will recommend an auditor to audit the financial accounts of the Association. The audit committee will be responsible for monitoring the activities of the auditor.
g) The Audit Committee may not disclose any information on the Association's financial affairs. In case of misconduct the procedure described in Article X is to be followed.
Section 4
The Audit Committee will establish its own procedures and will advise the Board of Directors of these procedures.
Section 1
The Honourary Council is the body that examines and makes recommendations to the Board of Directors on complaints ranging from the membership qualifications to the expulsion from membership. In addition, if requested, it may act as the mediator in disputes involving members, members of the Board, Audit Committee and Advisory Committee. The Council members must have minimum ten (10) years of field experience in their profession and must be at least two (2) years continued members in good standing. It consists of five members, all elected by the General Assembly.
Section 2
a) The General Assembly elects the Honourary Council, for a two-year term. Voting will be show of hands. If the General Assembly, by a majority vote, so decides, voting may also be by secret ballot.
b) If there is a slate (or slates) of nominees, the voting shall be by slates. The slate receiving the highest number of votes of members present shall be declared the winner. If no slate receives the vote of the majority of the members present, voting will be for individuals. If the voting is for individuals, the candidates will be ranked in order of the votes they each receive. Five individuals with the highest votes will be elected as Honourary Council members.
c) Five members who are elected by the General Assembly, shall elect, from amongst themselves the chairperson.
Section 3
a) Examination of the complaints about association members:
i. If it receives a complaint in written form under Article XI, it will examine the matter and arrive at a decision according to the procedures outlined in this article.
ii. It will collect the evidence relating to the complaint and gather the views of the parties involved in the complaint. And at this stage, the member shall have the right to be heard.
iii. It will examine the evidence in light of these by-laws, and will convey its decision, with reasons, to the Board of Directors and to the parties involved.
iv.
Decision of the Honourary Council for expulsion
of a member, requires the concurrence of the Board of Directors with a
two-thirds majority.
v.
If
the complaint is against a member(s) of the Board of Directors, the decision
of the Honourary Council for expulsion of a board member(s) requires the
concurrence of the Board of Directors with a two-thirds majority whereby the
voting privileges of the member(s) in question is withheld.
b) The Honourary Council will establish its own procedures, and will advise these procedures to the Board of Directors.
Section 1
Advisory Committee provides general and specific guidance or recommendation of policies to the Board of Directors and consists of three members, all elected by the General Assembly. The Committee members must have minimum ten (10) years of field experience in their profession and must be at least two (2) years continued members in good standing or they must serve as the President for one complete term.
Section 2
a) The Advisory Committee is elected by the General Assembly, for a two-year term. Voting will be by show of hands. If the general assembly, by a majority vote, so decides, voting may also be by secret ballot.
b) If there is a slate (or slates) of nominees, the voting shall be by slates. The slate receiving the highest number of votes of members present shall be declared the winner. If no slate receives the vote of the majority of the members present, voting will be for individuals, the candidates will be ranked in order of the votes they each receive. Three individuals with the highest votes will be elected as Advisory Committee members.
c) Three members who are elected by the General Assembly, shall elect, from amongst themselves, the chairperson and officers.
Section 3
a) Upon request from Board of Directors of the Association, the Advisory Committee shall:
i. Examine the issue that is brought forward and provide comments, recommendations or suggestions.
ii. Advisory Committee will provide comments, recommendations or suggestions in a timely manner without delay. Under no circumstances, these comments, recommendations or suggestions will not be longer than three months.
iii. The Board of Directors will have the authority to implement any or none of the recommendations of the Advisory Committee. This authority requires the concurrence of the Board of Directors with a two-thirds majority.
b) The Advisory Committee will establish its own procedures, and will advise these procedures to the Board of Directors.
Section 1
Complaints against members, members of the Board of Directors, or Audit Committee, or Advisory Committee and resolutions for their removal from office shall be processed by Honourary Council as stated in Article IX, Section 3. If the complaint is against a member of Honourary Council, the Board of Directors will process this complaint under the same guidelines. The resolutions will be reported at a regular or special meeting of the General Assembly.
.
Enacting, revoking or amending of by-laws may be made only at a regular meeting of the General Assembly, with two-thirds of the members present, voting in the affirmative. To be considered, the proposed by-laws amendments must be included with the notice of meeting prescribed in the Article VI. Such duly enacted amendment and revoking of by-laws not embodied in the letters patent shall not be forced or acted upon until the approval of the minister of consumer and corporate affairs has been obtained.
The members may, at a meeting of the General Assembly, appoint an auditor to audit the accounts and annual financial statements of the Association for report to the members at the next General Assembly meeting. The auditor may not be director, officer or employee of the Association. The Board of Directors shall fix the remuneration of the auditor.
The decision to dissolve the Association may be taken only at a special meeting of the General Assembly, called by the Board of Directors of the Association in accordance with these by-laws, specifically to consider the resolution for the dissolution of the Association. The resolution for dissolution must be included with the notice of meeting and must be circulated to the members at least 30 days in advance of the meeting. For its adoption, the motion to dissolve the association requires the affirmative vote of two-thirds of the members of the Association. In the event of dissolution or winding up of the Association, all its remaining assets after payment of its liabilities shall be donated to ITU.
In these by-laws and in all other by-laws of the Association 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 member of the Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next regular meeting of the Association when they shall be confirmed, and failing such confirmation at such a regular meeting of the Association shall at and from time to time cease to have any force and effect.
In parallel with the Association objectives, the Board of Directors may initiate and establish relationship and may seek membership with certain organizations and associations.
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