CONSTITUTION & BYLAWS

CONSTITUTION

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CONTENTS

1. NAME

1.1 The name of the organization shall be the Federation of Chinese Canadian Professionals (Quebec), hereafter referred to as the "Federation".

1.2 Le nom de l'organisation est la Fédération de professionnels chinois canadiens (Québec).

2. INTERPRETATION

2.1 In this constitution and its amendment hereafter passed unless the context otherwise defined:

(a) "Member" means any member of the Federation regardless of class of membership;

(b) "Regular Member" means the member with regular membership as well as the member with special membership;

(c) "Board" means the Board of Directors of the Federation;

(d) "Director" means a director of the Board;

(e) "Constitution" means the constitution which has been passed by the Directors and confirmed by the Members in accordance with the provisions of this Constitution;

(f) "Bylaws" means all by-laws which have been passed by the Directors;

(g) "Chinese Canadian" means any person who is of some Chinese descent and who is either a Canadian Citizen or is a resident in Canada possessing landed immigrant status;

(h) "Profession" means:

i) the practice of which is regulated and governed by a body constituted and established in Quebec for that purpose, of which the body is also charged with the right and duty to establish the standards and requirements for admission to practise the calling, to establish and maintain the standards of knowledge, skill and professional ethics among those admitted to practise; or

ii) the occupation of professional managers with recognized degrees, professors, associated professors, assistant professors, full time lecturers, and teachers of CEGEP's, high schools and primary schools; or

iii) the occupation of any person who has hitherto been admitted as a member of the Federation prior to the effective date of this constitution; or

iv) **** the practice requiring specialized knowledge which is, in the opinion of a majority of all members of the Federation (including those members not otherwise entitled to vote), properly considered a profession, determined by a vote at any general meeting of the members of the Federation, is properly considered to be a profession;

(i) "Professional" means a person qualified to practise a profession;

(j) "Student" means any person enrolled in a programme of studies leading to the qualification for a profession; and

(k) Words importing the singular numbers or the masculine gender shall include the plural number or the feminine or neuter gender, as the case may be, and vice versa.

3. OBJECTIVES

3.1 The objectives of the Federation shall be to develop and promote the cultural and professional well-being of Chinese Canadians, without limiting the generality of the foregoing shall include the following:

(a) to provide a strong voice for the professionals as a group;

(b) to provide advice to professionals and students;

(c) to foster and advance the interests of Chinese Canadian professionals;

(d) to provide liaison between professionals and government agencies; and

(e) to uphold ethical standards of the professionals.

3.2 **The Federation cannot have any role in partisan political activities.  However, the Federation should comment publicly on issues which affect professionals and the welfare of our community.

4. MEMBERSHIP

4.1 A Regular Member is a Chinese Canadian Professional, fulfilling the following qualifications,

(a) residing in Canada;

(b) having applied for membership in the Federation;

(c) having been approved for membership by the Federation; and

(d) having paid all fees required by the Federation.

4.2 A Special Member is a non-Chinese Professional, having fulfilled the qualifications of Regular Member.

4.3 An Associate Member is a person who does not otherwise qualify for being a Regular Member, Special Member, Student Member or Honorary Member, but has been approved for membership by the Federation. Associate Members shall enjoy all the rights and privileges of Regular Members but shall not be entitled to vote at meetings of Members nor to hold office in the Federation.

4.4 A Student Member is a Chinese Canadian Student, having fulfilled the qualifications of Regular Member. Student Members shall enjoy all the rights and privileges of Regular Members but shall not be entitled to vote at meetings of Members nor to hold office in the Federation.

***4.5 Honorary Member and Honorary Director:

***4.5.1  An Honorary Member is a person who, in the opinion of a majority of the Board, has rendered outstanding services to the Federation and/or to the Chinese Canadian community in the fulfillment of the objectives of the Federation and has been designated by a majority of the Board as an Honorary Member. Honorary membership may be granted for such period of time as the Board may deem appropriate including for life of such person. Honorary members shall enjoy all the rights and privileges of Regular Members, but shall not be entitled to vote at meetings of the Members nor to hold office in the Federation, unless he is also a Regular Member.

**4.5.2 An Honorary Director is a person who, in the opinion of a majority of the Board, has served as a Director and/or a committee chair for a minimum of five (5) years, and has been designated by a majority of the Board as an Honorary Director.  Honorary Directorship will be granted for a period  five (5) years and will be subjected to review and/or renewal by the Board.  Honorary Director shall enjoy the right to attend and receive minutes but shall not be entitled to vote at Board meetings.  Honorary Directors are expected to have strong intentions to promote the Federation. ******An outstanding Honorary Director may be granted a lifetime membership by a vote of a majority of the Board.

4.6 A Member may at any time submit his resignation in writing to the Secretary of the Board, and such resignation shall become effective as of the date of *** receipt of the resignation by the Secretary of the Board acceptance by the Board.

4.7 A Member may be censured, suspended or expelled by the Board for just cause upon the condition that prior to such censure, suspension or expulsion, the Member shall be afforded a reasonable opportunity to appear at a meeting before the Board to make such representation as he may wish to demonstrate why he ought not to be censured, suspended or expelled. The decision of the Board shall be final and without recourse.

5. MEETINGS OF MEMBERS

5.1 The annual or any other general meeting of Members shall be held at such place in Québec as the Board may determine. The annual general meeting of the Members of the Federation shall be held at least once a year.

5.2 The Board shall call an extraordinary general meeting of Members of the Federation within thirty (30) days upon receipt of the request to do so by notice in writing signed by at least thirty (30) or one-third of, whichever is less, Regular Members in good standing of the Federation. The notice shall state the nature and purpose of the meeting. If the Board does not within the thirty (30) day period from the date of receipt of the notice, call and hold the meeting, then any member who signed the notice may call the meeting, which shall be held within sixty (60) days of the receipt of the notice.

5.3 The Board may call an extraordinary general meeting to deal with urgent business as deemed necessary and shall give to Members at least five (5) days advance notice in writing stating the purpose of the meeting.

5.4 Written notice stating the time and place of meeting and the general nature of the business to be transacted shall be given to each Member of the Federation at least thirty (30) days before the date of every meeting of Members, the thirty (30) days requirement shall not be applied to the extraordinary general meeting.

5.5 At any meeting of Members a quorum shall consist of thirty (30) or one-third of, whichever is less, Regular Members in good standing. No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of the meeting.

5.6 Every motion duly moved and seconded at any meeting of Members shall be decided in the first instance by a show of hands. Every Regular Member present in person shall have one vote. After a show of hands, the Chairperson may require or any Member present in person may demand a poll. Unless a poll be so required or demanded, a declaration by the Chairperson of the meeting that a resolution has been carried or denied, and an entry to that effect in the minutes of the proceedings of the meetings shall be prima facie evidence of the fact without proof of the number of proportion of the votes recorded in favour of or against such resolution. A demand for a poll required on any motion shall be taken in such manner as the Chairperson of the meeting shall direct. Upon a poll each Regular Member who is present in person shall be entitled to one vote and the result of the poll on the motion shall be the decision of the Federation in any meeting of its Members. Secret ballot may be used in the election of Directors.

5.7 In the case of a tie-vote at any meeting of Members, either upon a show of hands or a poll, the Chairperson of the meeting shall have the privilege of a deciding vote.

5.8 The Chairperson may, upon motion carried by a majority of Regular Members at the meeting, adjourn the same from time to time and no notice of such adjournment need be given to Members, except when a meeting is adjourned for thirty (30) days or more, then ten (10) days notice of reconvening shall be given in the manner hereinbefore provided. Any business may be brought or dealt with at any reconvened meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling such original meeting.

6. DIRECTORS

6.1 There shall be * eleven (11) thirteen  (13) Directors. The business of the Federation shall be managed by the Board of Directors. The term of office shall be three (3) years and re-electable. To permit the induction of new Directors and retain experienced ones in the Board, the terms of approximately one-third (1/3) of Directors shall have expired every year.

6.2 Vacancy on the Board, regardless of cause, shall be filled as soon as possible, but not more than ninety (90) days. The Board shall nominate and elect Regular Member, by an affirmation of majority vote, to replace with the same term as the vacated position.

6.3 The majority of Directors shall form a quorum. As a result of a vacancy or vacancies there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the Members for the purpose of electing Directors to fill any or all vacancies from Regular Members.

6.4 The Board may hold its meetings at such place or places as it may from time to time determine. No written formal notice of any such meeting shall be necessary if all the directors are present or if those absent have signified their consent to the meeting being held in their absence.

6.5 Meetings of Directors may be called by the President or the Vice-President. Notice of such meetings shall be delivered, telephoned, or electronic-mailed to each Director not less than three (3) days, or shall be mailed to each Director not less than seven (7) days, before the meeting is to take place.

6.6 ***The President shall report to the Board any Director absent from three (3) consecutive Board meetings.  Such a Director may be replaced by an affirmation of majority vote of Directors of the remaining members of the Board.

6.7 Any Director or officer of the Board may be removed for cause from office by a two-third (2/3) majority vote of the Board at a meeting of the Board duly called and held for such purpose.

6.8 Questions arising at any meeting of Directors shall be decided by a majority of votes. A Director may not be represented by written proxy at any Board meeting. Secret ballot may be used in the election of Officers.

6.9 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 show of hands. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be 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. In case of a tie-vote, the Chairperson shall have the privilege of a deciding vote.

6.10 Directors shall receive no remuneration from the Federation for their services as such but may be reimbursed for travelling or other reasonable expenses incurred in connection with the business of the Federation if such reimbursement is authorized by a resolution of the Board or the Executive Committee.

7. OFFICERS

7.1 There shall be a President, a Past-President, a Vice-President, a Secretary and a Treasurer and such other officers as stipulated in the Bylaws. The President, Vice-President, Secretary and Treasurer shall be elected by the Board of Directors from among their members at the first meeting of the Board after the annual general meeting of the Federation. The duties of officers shall be governed in the Bylaws.

7.2 No person shall be the President of the Board for more than two (2) consecutive terms. He can be re-elected after the absence of at least one year.

7.3 From time to time, the Board shall appoint such officers as the Board may determine. Officers so appointed may but need not be Director or Members. Officers shall perform duties as may from time to time be prescribed by the President, the Board, or as may be prescribed in the Constitution.

7.4 In the absence of any written agreements to the contrary, the Board may remove at its discretion any appointed officers of the Federation.

8. STANDING COMMITTEES

8.1 Standing Committees are established to be responsible for special activities of the Federation. These Committees are described in the Bylaws.

9. AMENDMENTS

9.1 Constitution and its subsequent amendments shall be drafted by the Constitution & Bylaws Committee appointed by the Board as required. Draft Constitution must be read twice by the Board before submission to the general assembly. The Constitution must be approved, at least by a 60% majority, at a general meeting of Members.

9.2 Bylaws and its subsequent amendments shall be drafted by the Constitution & Bylaws Committee appointed by the Board as required. Bylaws must be approved by the majority of the Board.

10. SEAL

10.1 The seal, an impression thereof which is stamped in the margin hereof, shall be the corporate seal of the Federation.

11. EXECUTION OF INSTRUMENTS

11.1 Contracts, documents or instruments in writing shall be signed by the President or the Vice-President, and the Treasurer or the Secretary.

11.2 Cheques shall be signed by the Treasurer, and the President or the Secretary.

**** 11.3 A cheque drawn on a bank account of the Federation must at all times be signed by at least two persons as follows:

*****(a)    one of the signatories must be either the President or the Treasurer;

*****(b)    the other signatory may be [excluding the person who actually signed in (a)]  one of the following office holders: President, Vice President, Treasurer and Secretary;

*****(c)    in the event that one physical person holds more than one office title, his or her signature only counts for one person.

12. DISSOLUTION

12.1 The President shall present to the Board a written motion stating the compelling reasons for the dissolution of the Federation. Upon the motion being carried, an ad hoc committee shall be elected to formulate the procedures for the dissolution and again approved by the Board. The President shall submit the dissolution procedures for approval by Members of the Federation in a manner as described in the article of amendments of the Constitution.

12.2 Upon the approval by Members, the President shall then settle all the liabilities of the Federation. The President shall next distribute the remaining assets of the Federation to such organization(s) that have similar purposes as the Federation. In no event, shall the assets be distributed to any Member or Officer of the Federation.

History of Readings:

First reading on 1993.06.07.
Second reading on 1993.09.01.

*The No. of Directors  was increased from 11 to 13 at the FCCP 2nd AGM on November 4, 1994

** Added at the FCCP 6th AGM on November 13, 1999; First Reading Nov 3, 1999; Second Reading Nov 9, 1999

*** Revised at the FCCP 6th AGM on November 13, 1999; First Reading Nov 3, 1999; Second Reading Nov 9, 1999

**** Revised at the FCCP 8th AGM on November 22, 2001; First Reading April 4, 2001; Second Reading November 7, 2001.

***** Added at the FCCP 8th AGM on November 22, 2001; First Reading April 4, 2001; Second Reading November 7, 2001.

****** Added at the FCCP 9th AGM on November 28, 2002; First Reading April 4, 2001; Second Reading November 7, 2001; Committee Meeting held on November 27, 2002.

ENACTED on this twenty-sixth day, in the month of November, in the year nineteen hundred and ninety-three, duly approved at the General Assembly of the Federation of Chinese Canadian Professionals (Quebec).

The Ah-Hoc **** Ad-Hoc Committee. (Original signed by the following:)

LAU, Arthur (Chair)
SO, Patrick (Vice-Chair)
NG, Henry (Treasurer)
SEAH, Stanley (English Secretary)
LY, David (French Secretary)
TANG, Andrew (Chinese Secretary)
FAN, Nim-Jup (Member)
LIN, David (Member)