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By-Laws — Calgary Eritrean Keskese Milash Community Association (CEKMCA)

BY-LAWS

Calgary Eritrean Keskese Milash Community Association (CEKMCA)

Ratified: July 2019

This page presents the bylaws structured for web display with anchors for quick navigation.

Article I — Interpretation

SECTION A — Definitions

1. CEKMCA
For the purpose of these By-Laws, Calgary Eritrean Keskese Milash Community Association “CEKMCA” is: a person born from Eritrean parents in or outside of the land of Eritrea of an Eritrean ancestry.
2.
A person who may not be Eritrean from an ethnic point of view, but because of his/her Eritrean upbringing may have incorporated Eritrean culture and psychological make-up.
3. Board Director
Any elected member to the board.
4. Board Director (role)
A board member who holds a position in the society affairs.
5. Annual General Meeting
The regular General Meeting required by the Statutes to be held annually.
6. Fiscal Year
January 1 to December 31.
7. Directors
The Directors for the time being of the society; as elected to the Board of Directors as per these bylaws.
8. President or Chair
The person appointed in accordance with these By-Laws and includes any person appointed to perform their duties as President.
9. Good standing
A person who believes and follows the objectives of the society, who has no financial obligation to the society and whom the Board approved for membership. A list of General Membership will be available at the Annual General Meeting and at any Special Meeting or Emergency Meeting.
10. Gender
Words importing the male gender shall include the female gender where the context otherwise requires.

SECTION B — Name and Function

  1. The name of the association shall be Calgary Eritrean Keskese Milash Community Association. “CEKMCAC” and its acronym will be “RAENA”.
  2. A seal with the name “Eritrean Keskese Milash Community Association” inscribed upon shall be kept at the head office of the Community and be used as per policy.
  3. It shall be independent, non-political, non-religious, and non-profit seeking organization to be bound by the principles outlined in these By-laws.

Article III — Membership

SECTION A — Classification of Members

There shall be categories of membership:

  1. Full Members: Any Eritrean who is 18 years or older residing in Calgary and its surroundings, who understands the objectives and spirit of the association and requests membership.
  2. Honorary Membership: Granted to individuals recognized as having rendered outstanding financial, intellectual and moral contribution to the community.
  3. Associate Membership: May be granted upon approval by the executive body to non‑Eritreans on condition that such membership will not be detrimental to the association.
  4. Affiliated Membership: Any association, organization, or group approved by the board shall be entitled to membership for one year and from year to year upon payment of the membership fee as determined by the board.
  5. Any membership request must be approved by the executive body.

SECTION B — Membership Fees and Renewals

  1. The membership year and renewal of membership is January 1 to February 28 of each year.
  2. Membership fees shall be set by the board directors and ratified at an annual meeting.
  3. A full member who has paid fees and abides by rules is recognized as a member in good standing.
  4. Every member shall observe and perform all lawful requirements inherent in the by-laws of the Community Association.

SECTION C — Rights and Privileges of Members

A member in good standing is entitled to:

  • Elect and be elected in elections.
  • Express opinion and offer constructive criticism.
  • Request clarification regarding operations of the association.
  • Receive notice of meetings and activities.
  • Take part in activities and use facilities, subject to regulations and applicable fees.
  • Receive other rights and privileges set out in these by-laws.

SECTION D — Duties of Members

  1. Pay membership dues on time, within a one-month grace period after expiry.
  2. Participate in regular activities of the association.
  3. Abide by the By-Laws, rules and regulations.
  4. Strive to preserve unity among members.
  5. Volunteer and contribute to running the association.

SECTION E — Withdrawal, Suspension or Expulsion

  1. Members may withdraw by allowing membership to lapse or by submitting a written request to the board.
  2. Members may be penalized for breaches through board resolution; penalties range from warning to indefinite suspension.
  3. Membership may be suspended by the board at a duly called Board meeting, or expelled at a duly called membership meeting. Notification must be in writing.
  4. Suspension or expulsion may be appealed by written notice to the executive within two months of receipt of notification.
  5. An appeal shall be considered by an appeal committee of three association members not involved in the original action.
  6. Members may be expelled only by special resolution from membership at an emergency or general meeting.

Article IV — The Board

SECTION A — General

  1. The number of the board shall be nine: eight directly elected and one reserved for women members selected by the board within one month of the election.
  2. Terms of office are two years; directors may be re-elected consecutively.
  3. A board member not fulfilling responsibilities may be removed by majority of board or by membership at special meeting.
  4. Vacancies shall be filled by appointment until a by-election is held.
  5. On leaving office, directors must submit records, assets and property to successors and obtain a written declaration confirming completion and no indebtedness.
  6. Board members should represent the association's interests and work as a team.
  7. Within two months of election, each director must:

    1. Form a committee comprising not fewer than three members;
    2. Draft a departmental yearly plan before commencing activities;
    3. If requiring a budget, submit it to the board for ratification.
  8. The board shall form ad hoc committees from general membership as needed.
  9. The board shall meet formally 12 times each year; if 25% or more seek urgent meeting, it may convene at any time.
  10. The president casts a vote only to break a tie.
  11. Association business and communications should be transacted in writing; verbal dealings are a breach of business ethics.
  12. At alternate general meetings without elections, the board may reshuffle executive and director positions.
  13. Community banking: yearly budget kept in a regular checking account; remainder invested long-term; withdrawals from long-term investments require general membership approval (51% + 1 of those present at meeting).
  14. Signatories for financial purposes: president, treasurer, secretary. Two of three signatures required for withdrawals/payments from checking account as approved by executive; long-term withdrawals require general membership approval.
  15. Any association document must be surrendered to the secretary without delay for filing.

SECTION B — Duties & Responsibilities of Board Members

Board members are jointly and collectively responsible for:

  1. Promoting the objectives of the association;
  2. Promoting membership;
  3. Maintaining and protecting assets and property;
  4. Approving an annual budget;
  5. Financing operations and fundraising;
  6. Making policies for managing and operating the association;
  7. Maintaining proper accounts and financial records;
  8. Appointing legal counsel as necessary;
  9. Making policies, rules, and regulations for operations and use of facilities;
  10. Removal from executive responsibilities for failure to perform duties may occur by 2/3 board vote, though the person retains the BD position until replacement.

SECTION C — Attendance of Board Meetings

  1. If any board member misses three consecutive regular board meetings without prior justifiable notice, they may be relieved of responsibilities and substituted.
  2. With justified reasons, absence over three consecutive months or six meetings in total may lead to substitution.

Article V — The Executive Body and the Directors of the Sub-Committees

The Executive Body includes positions such as President, Secretary, Treasurer, and Directors for Membership, Finance/Fundraising, Property & Assets Control, Social Events, Sports, Social Affairs, Education & Awareness, Heritage & Culture, Performing Arts, Publications, Women’s Director, Public Relations, and others.

(Organizational chart information from original document summarized above.)

SECTION A — President

  1. Chief executive officer of the association;
  2. Supervises the affairs of the Board of Directors;
  3. Convenes and presides over meetings (annual, general, special, board, executive);
  4. Ex-officio member of all committees (except election nominating committee);
  5. Countersigns all payments with the treasurer;
  6. Official spokesperson and representative unless directed otherwise by the board;
  7. Handles emergencies (accident, serious illness, death) with Vice-President, Social Affairs director and committee;
  8. Performs other duties as identified by the board.

SECTION B — Secretary

  1. Assists President and Vice-President;
  2. Registers new members and keeps up-to-date contact records;
  3. Oversees the membership committee and its subcommittees;
  4. Takes, keeps and distributes minutes of all meetings;
  5. Oversees correspondence as directed;
  6. Keeps filing system up to date;
  7. Prepares and submits the annual report to the annual meeting;
  8. Gives notice of all meetings specifying time and place.

SECTION C — Treasurer

  1. Custodian of all funds and responsible for community property;
  2. Makes disbursements as authorized by the executive body;
  3. Keeps accurate records of financial transactions;
  4. Prepares itemized statements upon request;
  5. Submits books and financial statements for audit at fiscal year end and on request;
  6. Submits audited statements to the executive prior to annual general meeting;
  7. Delivers books to auditors not fewer than 30 days before each AGM with a full statement of revenue/expenditure for the fiscal year;
  8. Chairs the financial-fundraising committee;
  9. Keeps record of association assets and property;
  10. Maintains and repairs equipment and properties;
  11. Performs other duties as identified by the board.

Sections D–K — Other Directors

The bylaws also define duties for Public Relations, Culture/Heritage/Performing Arts, Sports, Social Affairs, Social Events, Finance Director, Women’s Director, Membership Director, and others. Each role contains specific responsibilities such as liaison, publicity, event booking, fundraising, committee formation, and membership drives. Refer to each role in the original text for full details.

Article VI — Auditors

  1. At the annual general meeting every second year, two auditors shall be elected for the ensuing two years.
  2. Auditors examine the financial condition, prepare a balance sheet and report.
  3. Auditors deliver the balance sheet and report to the treasurer within 15 days after receiving books and statements for reading/distribution at the AGM.
  4. Auditors perform an internal audit every three months and may audit after every major event.
  5. If an auditor fails to carry out duty, the executive body shall request a replacement.
  6. All financial records are open for inspection by members.
  7. Books and records shall be available for inspection by any member in good standing upon written application to the board.

Article VII — Meetings of the Association

SECTION A — The Annual Meeting

  1. An annual general meeting shall be held in Calgary on any day after December 31 but prior to February in each calendar year. The executive sets place, date and time.
  2. Notice and agenda distributed to all members at least two weeks prior to the meeting. The notice states time, date, place and agenda.

SECTION B — Annual General Meeting Deals With

  1. Adopting the agenda;
  2. Considering the president's report;
  3. Reviewing financial statements, income, disbursements, assets and auditors' report;
  4. Existing board members step down and elections are held for new board members at general meetings;
  5. Every two years new auditors are appointed for two years;
  6. Approval of the annual budget;
  7. Confirm the watchdog committee of three members comprising the ex‑president, secretary, and treasurer (or other ex-members if unavailable);
  8. The watchdog committee is accountable to the board and general membership.

SECTION C — Special Meeting

A special meeting may be called:

  1. By resolution of the Executive Committee and/or Board of Directors;
  2. On written request of 10% or more of voting members stating reason and motions;
  3. On written request of 25% or more of board members stating reason and motions.

SECTION D — Notice of Special/Emergency Meeting

  1. The secretary with the coordinator shall deliver notice by phone or email at least:

    • 10–15 days for each regular meeting;
    • One month for annual general meeting;
    • At least five (5) days for emergency general meeting.
  2. Notice must state place, date, time and purpose of the meeting.

SECTION E — Special Meeting Agenda

  1. Only items set out in the notice will be considered.
  2. Special General Meetings have the same quorum as AGM; a 75% vote of members present is required to pass a special resolution.

SECTION F — Attendance

  1. General Meetings are open to all members in good standing.
  2. Guests may attend with special approval of the Board of Directors.
  3. Meetings conducted according to parliamentary procedure.

SECTION G — Quorum

  1. Attendance by twenty percent (20%) of current membership constitutes a quorum.
  2. If quorum not met at set time, presiding officer adjourns and fixes a new date.
  3. If quorum not achieved a second time within 30 minutes, the meeting proceeds with members in attendance.

SECTION H — Presiding Officer

  1. The President chairs every General Meeting.
  2. If President not present, the Secretary chairs the meeting.

SECTION I — Meeting Adjournment

  1. The President may adjourn any General Meeting with consent of the Members present.
  2. No written notice required if adjourned for less than 30 days.
  3. If adjourned for more than 30 days, the society shall give notice for the next meeting as for any General Meeting.

SECTION J — Voting

  1. Each voting member has one (1) vote. Voting carried out by secret ballot at every General Meeting.
  2. Elections and by-elections by secret ballot.
  3. Except elections, the President shall have a deciding vote in case of tie.
  4. Voting by proxy is not permitted.
  5. A simple majority of voting members present is required to pass a resolution, except a special resolution which requires 75% of members present.
  6. The chair's declaration that a resolution is carried or defeated is final; counts may be given if necessary.

Article VIII — Voting and Procedure for Election

SECTION A — Eligibility

To be eligible to vote, elect or be elected a person must be a full member in good standing.

SECTION B — Eligibility for Election to Board

  1. Full member in good standing;
  2. Not suspended or disciplined and not convicted of an indictable offence;
  3. A transitional electoral committee may be elected to provide temporary leadership until a new board is elected;
  4. Nominations submitted at the AGM and must be seconded;
  5. All board members elected by majority vote;
  6. Nominees must be willing to uphold the by-laws;
  7. Tied votes are resolved by another round of voting among the tied contenders;
  8. Non-members may attend general meetings but have no voting rights until they become full members.

Article IX — Rules and Regulations

  1. Members are encouraged to attend meetings and activities.
  2. Members shall address the chair when speaking at meetings.
  3. Members should be tolerant and compromising for the association's benefit.
  4. Association letterhead, seal and stationery shall be used for association business only.
  5. Executive members intending to resign shall give six weeks' written notice except in emergencies.
  6. Board directors will investigate allegations of misconduct and take appropriate action.
  7. The executive body may fine or suspend any member for up to one year for detrimental behavior.
  8. The executive may expel an associate member for actions detrimental to the association.
  9. The membership at a general meeting may remove a board director for detriment or failure to carry out responsibilities, and a by-election shall fill the vacancy.
  10. The fiscal year is stated in the bylaws (note: conflicting statements exist in the scanned text — see original text for exact dates).
  11. The Finance & Fundraising director (treasurer) shall present a budget at the general meeting.
  12. Limit on indebtedness: executive may borrow without general membership approval provided total indebtedness does not exceed $1,000.
  13. No one shall use the association's name in any publication without prior executive approval.
  14. All income and property shall be used for promotion, development and growth of the association only.
  15. Auditors perform internal audits every three months and may audit after major events.
  16. For matters other than amending the by-laws, a decision requires 50% plus 1 of members.
  17. To be functional, a board director shall form a sub-committee of at least three regular members.
  18. Primary task of a sub-committee is to devise a one-year plan to be discussed by the board and presented to the general membership.

Article X — Remuneration

No executive officer or member shall receive remuneration for services rendered to the community or attendance at meetings, unless by special resolution decided by a majority vote of the executive body.

Article XI — Indemnity

Any executive officer shall be indemnified out of association funds against costs, charges and expenses reasonably incurred in respect of civil, criminal or administrative actions or proceedings if:

  1. They acted honestly and in good faith with a view to the best interest of the community;
  2. In the case of criminal or administrative action with monetary penalty, they had reasonable grounds (text truncated in original).

Article XII — Amendments

To amend the by-law, the executive committee shall circulate proposed amendments to all members no less than two weeks before the regular or emergency general meeting at which the amendment will be considered.

Article XIII — Dissolution

If the association is dissolved, its property and assets shall be given to a humanitarian organization or good cause in Eritrea as decided by the Board.