Constitution

Be it enacted as a By-Law of St. Stanislaus College (Guyana) Alumni Society.

1. NAME OF CORPORATION: The name of the Corporation shall be St. Stanislaus College (Guyana) Alumni Society, hereinafter referred to as “the Corporation.”

2. CORPORATE SEAL: The seal of the Corporation shall be in such form as shall be prescribed by the Board of Directors and shall read “St. Stanislaus College (Guyana) Alumni Society.”

3. OBJECTIVES: (a) To provide to St. Stanislaus College, Guyana, educational equipment, furnishings, learning materials, and teaching aids which provide writing, reading, and other career learning skills to the students attending the school. (b) To provide scholarships or bursaries to the students and staff of the College. (c) To provide monetary living subsidies to staff and students of the college in cases where students may otherwise be forced to drop out in order to support their families, or where teachers would otherwise need to have a second job due to insufficient wages. (d) To assist immigrant Alumni of the College in adapting to Canadian life by hosting, on a systematic basis, seminars, conferences, workshops, and lectures on such issues as are of critical civic importance. Among them will be included: human rights and freedom, workplace safety, Canadian citizenship, law enforcement, the Canadian Constitution, and the Charter of Rights.

4. HEAD OFFICE: The Head Office of the Corporation shall be located in the Municipality of Toronto in the Province of Ontario, Canada. The Corporation may establish such other offices and agencies elsewhere within Canada as the Board of Directors may deem expedient.

5. MEMBERSHIP: Individual Membership (i) Membership in the Corporation shall be open to all alumni, former members of the academic and non-academic staff, and friends of the College, subject to the terms and conditions set forth herein. (ii) Admission to membership of the Corporation shall be by payment (unless stated otherwise) to the Corporation of an annual subscription determined by the Board of Directors. (iii) Membership fees shall be fixed by the Board of Directors on an annual basis and will cover the period from January 1 to December 31 of each year. The Board of Directors may also establish the amount and pre-payment of fees to cover a period of multiple future years. (iv) There are three membership categories of the Corporation: Full Member, Honorary Member, and Associate Member. The rights and privileges of each membership category are as follows: - FULL MEMBER: All privileges of membership in the Corporation are available to alumni, academic, and non-academic staff of the College, including eligibility to cast one (1) vote at all meetings of members of the Corporation, to be a member of any sub-committee of the Corporation, and to hold office in the Corporation. - HONORARY MEMBER: Honorary membership may be conferred upon a person who has made an outstanding contribution to the College or the Corporation, on the approval of the Board of Directors of the Corporation. All privileges of membership in the Corporation are available, including eligibility to cast one (1) vote at all meetings of members of the Corporation and to be a member of any committee of the Corporation, but honorary members shall not have the right to hold office in the Corporation and shall be exempt from payment of dues. - ASSOCIATE MEMBER: Associate membership may be conferred on a friend of the Corporation or the College, on the approval of the Board of Directors of the Corporation. All privileges of membership in the Corporation are available, including membership on any sub-committee, but excluding the right to vote at any meeting of the Corporation or the right to hold office in the Corporation.

6. BOARD OF DIRECTORS: (a) The affairs of the Corporation shall be directed by a Board of Directors consisting of a minimum of seven (7) members, who shall develop and set the strategy and directions for the Corporation. (b) Election of Directors: (i) All Directors, including a Chairman of the Board, shall be elected by the corporation membership at the Annual General Meeting, except as indicated otherwise herein, and the term of office for a Director shall be one (1) year. (ii) The President of the Corporation shall be automatically a Director of the Corporation and shall assume the position of Chairman of the Board. (iii) The applicants for incorporation shall become the first Directors of the Corporation, whose term of office on the Board of Directors shall be the period up to the first Annual General Meeting at which their successors will be elected. (iv) Other members of the initial Board of Directors shall be selected by the founding Directors, and all members of the initial Board shall hold office only until the first Annual General Meeting. (v) The office of Director shall be vacated if, at any general or special meeting of the Corporation called for the purpose of removing the Director, a majority of the members present decides that he/she be removed from office, if the Director fails to attend two consecutive meetings without prior notification to the Chairman, if the Director becomes incapacitated in any way and is unable to perform his/her duties, or if a two-thirds (2/3) majority of the Board finds cause for the removal of the Director. (vi) Should a vacancy occur on the Board of Directors of the Corporation for any reason, the remaining Directors may, by resolution, fill the vacancy or may decide to leave the position vacant until the next Annual General Meeting. (vii) The Vice President shall be automatically a Director of the Corporation and shall assume the position of Vice Chairman of the Board. (c) The Board of Directors may exercise all such powers of the Corporation as are not required, by the Ontario Corporations Act or by this bylaw, to be exercised by the members at general meetings, and the powers of the Board of Directors shall include, without limiting the generality of the foregoing, the approval of financial statements for presentation to the annual general meeting of members, approval of all budgets and charitable donations, appointment and termination of all paid employees, ratification of the opening and closing of programs, and formation of expenditure policies. (d) The Board of Directors shall have the power to appoint patrons and honorary officers of the Corporation. (e) Any remuneration of all agents and employees shall be fixed by the Board of Directors by resolution. (f) The Chairman of the Board shall have custody of the Seal of the Corporation. (g) The Board of Directors shall be empowered to hold regular meetings, but in no event shall there be less than four (4) meetings each year. Notice for such meetings shall be communicated to each member of the Board at least seven (7) days in advance. In case of an emergency, the Chairman or any two members are authorized to waive the usual notice by contacting each member by telephone, electronic mail, or other suitable means, at least 48 hours prior to the date of the meeting. (h) Four (4) members of the Board of Directors shall constitute a quorum for a meeting. A member of the Board not present in person at a meeting but participating through electronic or telephonic means shall count towards the determination of a quorum. (i) The Chairman shall preside at all meetings of the Board of Directors of the Corporation. He/she shall see that all orders and resolutions are carried into effect, and he/she or the Vice-Chairman or other Officer appointed by the Board of Directors shall sign all by-laws and other documents requiring the signatures of the Officers of the Corporation. (j) In the absence or disability of the Chairman, the Vice-Chairman shall perform the duties and exercise the powers of the Chairman. (k) Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present but, if no demand is made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution. (l) Members of the Board of Directors shall serve in a personal capacity. (m) The members of the Board of Directors shall not receive any remuneration for their services but shall be reimbursed for any expenses incurred in the execution of their duties, upon approval by the Board. Nothing herein contained shall be construed to preclude any Director who is engaged in or is a member of a firm engaged in any business or profession from acting in and being paid the usual remuneration for professional or business services required to be done in connection with the administration of the affairs of the Corporation. In all such cases, the member concerned must withdraw and abstain from all discussions and decisions to be made in the selection of the firm or in any remuneration to him/her or the firm. (n) Any Director may be removed from office for cause by a two-thirds (2/3) majority of the Board voting, including proxy votes, at any regular meeting. However, in no case shall a Director be removed from office without first having been given the opportunity to be heard. Any member so removed shall have the right to appeal the decision at an Extraordinary General Meeting which shall have the power to vary or rescind the decision of the Board by a majority of the members present and voting.