By-Laws

SECTION I: NAME, LOCATION, LANGUAGE, EMBLEM, FISCAL YEAR

Article 1:

On the third day of the third month of the year 2000, members of the Togolese community in Ontario gathered in a general meeting to create an Association.

Article 2: Name

The association shall be called: The Cultural Association of Togolese of Ontario and hereinafter referred to C.A.T.O.

Article 3:

C.A.T.O. has been created for an undetermined period.

Article 4: Location

The Head office of the association will be at such a place in the Greater Toronto Area, in the province of Ontario, Canada, as may be fixed by the General Assembly.

Article 5: Language

The medium of communication at the meetings will be English and French. Any other language from homeland is welcome to be spoken and translated into English or French if needed.

Article 6: Emblem

4.1: The logo of the association shall be of a design as shown…

4.2: The name, logo or any other goods of the association shall not be used by any individual or  group; member or non-member, for any purposes without authorization from the Executive  Committee.

Article 7: Fiscal Year

The fiscal year of the association shall begin on the 1^st day of April and end on the 31^st day of March each year.

SECTION 2: AIM, OBJECTIVES AND MEANS OF ACTION

Article 8: Nature

The association shall be considered and shall operate as a social, non-profit and non-political organization.

Article 9: Objectives

The principal objectives of the association are:

– To bring together all
Togolese in Ontario as well as every person attached to Togo culture.

– To maintain and to promote Togolese culture in Ontario and in Canada as a whole
– To help and educate members in socio-economic, cultural and
welfare activities.

Article 10: Means
of action

In order to achieve the objectives above, the association shall act through
– Creating and implementing programs and projects designed to contribute in achieving the members’ well being

– Fostering and maintaining strong and cooperative links with governmental and non governmental agencies in Canada and in our homeland

– Seeking out, creating and supporting fundraising activities
– Creating friendly and collaborative relations with other associations of similar objectives

SECTION 3: MEMBERSHIP AND CONDITIONS CHAPTER 1: STANDINGS

Article 11: Good standing

No member shall be deemed to be in good standing except such member has fulfilled his/her  obligations under this Constitution, by prompt payment of dues, payment of any special levies, and attendance of at least 80% of all meetings and functions.

Amendment to Article 11 adopted by the general membership on April 28, 2019 effective immediately.

No member shall be deemed to be in good standing except such member has fulfilled his/her obligations under this Constitution, by prompt payment of dues, payment of any special levies, and attendance of at least 7 out of the 9 yearly meetings. Any member whose work schedule falls on a meeting day is required to attend at least 3 out of the 9 yearly meetings. Such member shall present a letter each year to explain their situation for the record. Any member who does not present such a letter and fails to attend meetings shall be consider not in good standing, regardless of membership dues and levies paid.

Article 12

A member not in good standing, shall forfeit all rights and privileges under this Constitution and shall not be eligible to stand for election or vote. 

Article 12

A member not in good standing, shall forfeit all rights and privileges under this Constitution and shall not be eligible to stand for election or vote.

CHAPTER 2: APPLICATION FOR MEMBERSHIP 

Article 13

The General Assembly of the association reserves the right to accept or reject an application for membership.

Article 14

No membership shall be effective until acceptance by the General Assembly.

Article 15

Once accepted, an applicant shall pay a non-refundable registration fee as agreed upon by the Association at the time of registration
in addition to his or her dues for the duration of probation.

Article 16

A registered member shall be given a copy of the By-law, the Rules and Procedures and a welcoming registration letter.

Article 17

An accepted member shall serve a probation period of six (6) months before qualifying for any benefit.

Article 18

Any person aged eighteen (18) years or older, with or without a Togolese background and residing in Ontario, their partners and their
descendants, who are interested in learning Togo  culture as well as in the development and the well-being of the association, can apply for a 
General Assembly.

Article 19

Dependants of members who are under eighteen (18) years, except their spouses, are qualified under their guardians’ membership.

Article 20: Mature Members

Any member who has attained the age of seventy-five (75) years or older shall be considered a Mature Member and shall be exempted from
the dues payment.

Article 21

To be qualified, a mature member shall have been with the Association for at least two years and should be in a good standing.

Article 22: Member at Large

Any person who used to be a member and had to leave to another province or territory and  wishes to maintain his/her membership shall be considered a Member at large and shall have to  pay his/her dues as any general member, but shall be excused from attending meetings.

Article 23: Honorary Members

Honorary membership may be conferred on non-members who are national figures or have rended special services to the Association.  

Article 24

The executive committee shall present any proposed honorary member to the general members.

Article 25

The nomination of an Honouring member shall be done by a vote of the quorum of those present at the general meeting.

Article 26

An Honorary member shall not be entitled to pay dues and shall not be eligible to vote or to be elected.

CHAPTER 3: DUES PAYMENT 

Article 27

Every member shall pay annual membership dues as agreed upon by the Association.

Article 28

The Executive Committee in particular situations as defined in the rules and procedure (art) may levy an additional fee.

Article 29

Membership in the Association is not transferable; the membership shall terminate upon death or resignation of the member.

SECTION 4: ORGANS, RIGHTS AND DUTIES 

CHAPTER 1:GENERAL MEMBERSHIP

Article 30: The General Assembly

The General Assembly is the supreme organ of the Association. It is composed of all registered members.

Article 31: Duties

The General Assembly shall attend annual general meetings, emergency meetings and the association’s other functions.

Article 32: Rights

The General Assembly makes mandatory decision about the main issues of the Association such us approving new membership applications, electing Executive Committee members, Board of  Trusties, and any other Committee members; appointing election committee, hearing and  approving meetings and activities reports, hearing and approving financial reports, approving  programs and partnerships, removing members form any Committee or Board, dissolving the Association.

CHAPTER 2: EXECUTIVE COMMITTEE

Article 33: Composition

The Executive Committee is the organ in charge of the Association’s
business management. It is
composed of:

– 1 President

– 1 Vice-president

– 1 Secretary

– 1 Treasurer

– 1 culture Coordinator

Article 34: Term

The Executive Committee is elected for a period of two years. 

Article 35: President’s Term

The President can be re-elected for no more than a second consecutive two-year term.

Article 36: Qualification to be an Executive
All Executives shall be eighteen (18) years of age or older on Election Day. He / she shall have been a member in good standing for at least one year. Any member standing for a post as an Executive shall be resident of Ontario. He /She shall be present at the election. He/She shall be a member in good standing with the Association.

Article 37: Responsibilities of Executive Members

In addition to the responsibility that any member of the Executive
Committee may have as an officer, the responsibility of each Executive Member
shall be as follows:

• attend all meetings

• prepare for all meetings by reading any relevant
report

• act honestly, in good faith and in the best interest of the Association at all time,  and put his/her duty before his/her personal
interest.

• be familiar with the government statues governing non-profit associations, by laws and standing
resolutions of the Association

• respect the confidentiality of matters considered by the Executives or coming to their notice of attention as Executives that are of a
confidential or private nature • perform specific duties that may be assigned by the Committee.

Article 38: Election of Executives

38.1

The General Assembly shall appoint three (3) electoral Officers to conduct the elections in accordance with the Association Rules and
Procedure stated below:

38.2

New Executive members shall be elected during (Art.) a General Meeting or during an emergency General meeting.

38.3

Election of Executives shall be by casting ballot only and a vote shall be won by a simple majority.

38.4

Until a position is filled, an executive member shall continue his/her duties in the Executive
Committee.

38.5

The mandate of new executives starts at the beginning of the next fiscal year on April 1^st.

38.6

The election Officers shall suggest a system for an easy and fair voting.

38.7

The election Officers may vote at the end to break a tie if any.

38.8

Where there is an objection about the count, a recount shall be done before the end of the meeting.
38.9

The cast ballot shall be destroyed at the end of the General Assembly.

 Article 39: Responsibilities at executive positions

President:
His/Her responsibilities are stated as follows:

Preside and maintain order

Explain and decide all questions of order

Announce all business 
Be informed of communications

Put all motions, vote, and give results

Decide a tie vote or to abstain from vote during meetings

Enforce the rule of the quorum

Refrain from discussing a motion when presiding

Be absolutely fair and impartial

Give signature when necessary

Represents the association in a good way.

Vice president:
His/Her responsibilities are stated as follows:

Collaborate closely with the President

Perform the duties of the President in his/her absence

Maintain a list and contacts of General members, Executives and Trusties Perform any other duty
assigned to him/her by the President

Secretary:
His/Her responsibilities are stated as follows:

Collaborate closely with the President and the Vice-president.

Perform their duties related to meetings in absence of the President and the Vice President

Notify all members of emergency meetings and general meetings 

Keep minutes of the meetings

Read minute of previous meeting

Read correspondences 
Record the proceeding, not the debate

Record the name of a member who introduced a motion

Notify committees of their appointment and business

Take charge of all documents belonging to the Association when requested.
Sign official documents of the Association when requested

Treasurer:His/Her responsibilities are stated as follows:

Receive and bank all money of the Association

Keep bookeeping records of such funds Pay wherever possible by check, countersigned by the President or the Vice President and himself according to the Rules and Regulations’ guidelines.  
Pay bills from officers and Committee members only when clearly authorized and when receipts for expenditures are attached.
Disburse all moneys as the Association may direct
Give a statement of finance as often as required
Give a complete financial report, which has been audited at annual
meeting, prior to the auditing committee’s written report submission
Keep a record of all dues paying members 
Send bills when due

Article 40: Removal from the Executive Committee

Members of the Executive Committee can be removed from office
under the following conditions:

The General members
shall pass a resolution at the general meeting or during emergency meeting, to
remove executives.

The resolution shall be passed by at least two-thirds (2/3) of the
vote cast. The minute of the meeting shall indicate the intention to remove the
Executive(s) before the expiration of that/those executive(s)’s term office.

Qualified person(s) shall be elected as a replacement(s) for the
remainder of the Executive(s) term.

Article 41: Executive committee’s quorum

To hold an executive meeting and make a valid decision, a minimum
of three (3) Executive Members shall be present.

Article 42: Vacancies on the executive Committee

A position on the Executive Committee becomes vacant if one of the
following reasons occurred: A member resigned

A member is absent for three (3) or more consecutive executive
meetings without reasonable excuse.

A member is suspended or
expelled from the Association.

A member deceased.

If a quorum of Executive remains, a member of the Committee shall fill-in the
position, until election of a new Executive member. 

Article 43: Term of office

The term of office of the Executive committee shall be two (2) years.

A President may not serve more than two (2) consecutive terms.

A term shall be from the first of April following their election, to thirty-first March of the following second year. 

CHAPTER 3: ADVISORY COMMITTEE AND BOARD OF DIRECTORS 

Article 44: Composition

The advisory committee shall be composed of three (3) members as
follows: the past-President and two (2) members in good standing.

Article 45: Election 

The two members added to the past-President shall be elected by the General Assembly as advisors.

Article 46: Term of Office

Every advisors is elected for a period of 2 years without a limited amount of renewal. An advisor must have been a member in good standing
of the Association for at least 5 years, prior to be eligible to the Board.

Article 47: Rights and Duties

Based on their experience and/or expertise, advisors shall show interest to the association’s main issues such us processes, finance, membership, relation to Government,
relation to other associations, internal conflicts… by:

• Advising Executive Members upon or without request

• Discuss issues and bring them to Executives’ attention

Article 48:

In case a counselor resigns or is absent for more than 3 months, the general assembly will elect a member to the Board to fill the vacancy.

Article 49:

Trusties advice shall not be considered mandatory.

    SECTION 5: MEETINGS

Article 50: General Meeting

The Ordinary General Assembly is held once a year before the end of the fiscal year. It comprises all the members enjoying their rights of membership. It is convened and led by the  Chairman on behalf of the Executive Committee. Are discussed in the ordinary General Assembly, topics designed to orient or reorient the association, to adopt a budget, to elect new board members or other subjects deemed useful by the members.

Article 51: Emergency General Meeting

The Extraordinary General Assembly is convened by the President on behalf of the Executive Committee to discuss an urgent matter whose decision belongs necessarily to the members of the association. It is convened in accordance with the urgent requirements.

Article 52: Regular Meetings

The regular meeting is held every fourth Sunday of the month. The date and frequency remain subject to the choice left to the convenience of the members of the Association. This meeting discusses and decides the daily affairs of the Association. It is convened by the President on behalf of the Executive Committee and chaired by one of its members.

Article 53: Board Meeting

The meetings of each Committee are convened by their President at a frequency agreed upon by the members in order to discuss topics entrusted them by the Association.

Article 54:

The decisions emanating from the meetings held in the frameworks of meetings mentioned above cannot be applied only within these frameworks.

Article 55:

The decisions emanating from the meetings held outside the frameworks of meetings mentioned above cannot be applied in any circumstance.

       SECTION 6: ACCES TO MEMBERS FILE AND FINANCIAL ACCOUNTS

Article 63

A member is entitled to access his/her personal financial accounts during a time acceptable to the Secretary and Treasurer respectively.

Article 64

If a member feels any inaccuracy in such a file, he/she shall bring the matter to the attention of the Executive Committee who shall attempt
to solve the matter with the member.

Article 65

If the member wishes, a written statement by the member shall be inserted in the file. 

Article 66

Every member shall receive a financial statement prepared by the Treasurer on a six months basis.

                SECTION 7: FINAL PROVISIONS

Article 67

This By-law shall be completed by a Rules and Procedure document designated to regulate practical matters and approved by the General Assembly.

Article 68

The Rules and Procedure shall fit the association’s needs and be modified accordingly upon Executives’ request and General Assembly’s approval.

Article 69

CATO shall be dissolved
through a General Meeting or an Emergency Meeting, upon the three quarters (3/4) of the General Assembly’s request and approbation.

Article 70