ARTICLE 1.
NAME AND INTERPRETATION
1.01 NAME - The name of this association shall be Almae Matris Alumni Croaticae (AMCA)- Association of former students and friends of Croatian Universities, and its principal place of business shall be in the area of the Province of Quebec with the seat in the Metropolitan Montreal.
1.02 DEFINITIONS - In this document and in all by-laws of the association, unless the context requires otherwise:
a) "alumni" includes alumnae;
b) "by-law" means any by-law of the Association from time to time in force;
c) "Association" means Almae Matris Croaticae Alumni;
d) "Board" means Board of Directors;
e) "Director" means Member of the Board and vice versa; and
f) "University" means any university in Croatia.*
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ARTICLE 2
OBJECTIVES
2.01 OBJECTIVES - The general nature and object of the association shall be to provide an organization for alumni of all faculties of the University, to serve common interests of all alumni and the University by:
a) keeping the alumni well informed about the University;
b) fostering the active interest, support and involvement of alumni in Association's and University's Affairs;
c) encouraging public acceptance and support of University's goals, understanding of its problems and recognition of its achievements;
d) maintaining the demographic history of the graduates of the University who are living in Quebec;
e) promoting academic liberties and human rights;
f) cooperating with organizations within the Croatian community, with other universities and alumni organizations and with other branches of the AMCA; and
g) creating a charitable foundation in support of Canadian students of Croatian origin.
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ARTICLE 3.
MEMBERSHIP
3.01 MEMBERS - Membership in the Association shall consist of regular, associate (friends) and honourary members.
3.02 REGULAR MEMBERS - Any person who has received from the University a degree, diploma or certificate in a certified programme of one year or more, or has attended the University for one year or more.
3.03 ASSOCIATE MEMBERS - Any person who has contributed in any way to the goals and welfare of the Association or the University provided he/she is nominated by two regular members and his/her nomination is approved by the Board.
3.04 HONOURARY MEMBERS - Any person who has received an honourary degree from the University; and any person upon whom the Board confers the honourary membership as an honour for unusual contribution to the Association or the University.
3.05 ACTIVE STATUS - Each regular or friend member shall have paid his/her membership dues in full for the current calendar year in order to maintain his/her active status in the Association.
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ARTICLE 4.
CONDUCTING OF BUSINESS
4.01 MANAGEMENT - The business and affairs of the Association shall be manager by the officers and directors as provided in the by-laws.
4.02 OFFICERS AND DIRECTORS - The number of officers and directors, their designation, qualifications, duties, terms of office and manner of election shall be as provided in the by-laws, provided that there should be never less than three directors.
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ARTICLE 5.
MEETING OF MEMBERS
5.01 ANNUAL MEETING - The annual meeting of members shall be held at a suitable time and day each year, between January 1 and March 31, for the purpose of hearing and receiving the annual and other reports, electing representatives to the Board and other officers, and for the transaction of such other business as may properly be brought before the meeting.
5.02 SPECIAL GENERAL MEETING - A special general meeting of members shall be held at such time and place as the Board may determine:
a) upon the resolution of the Board, provided two-thirds (2/3) of the votes cast at such meeting of the Board are cast in favour of calling such special general meeting or
b) upon written requisition of ten (10) active members of the Association delivered to the Secretary of the Association at such special general meeting.
5.03 NOTICE OF MEETING - Notice of any meeting (annual or special) of members shall be given at least thirty (30) days prior to the date on which the meeting is to be held, by sending such notice by mail to all members of the Association to their last known address shown in the records of the association. The notice shall set out the place, day and hours of the meeting, and in case of a special general meeting shall set out the business to be transacted thereat. A special general meeting should be called for a time no later than forty (40) days after the Secretary receives the requisition referred to in Section 5.02. Any notice of meeting of members may be included in the official publication of the Association provided the provisions of this Section are complied with.
5.04 RIGHT TO VOTE - At any meeting of members, every member shall be entitled to one (1) vote and may be represented by proxy.
5.05 QUORUM - At any meting of members, thirty (30%) plus one active members shall constitute a quorum for the transaction of business.
5.06 CHAIRMAN OF THE MEETING - The President or in his/her absence a Vice-President or, if both absent, a Board Member shall be the chairman of the meeting of the members. There shall be at least one meeting called during each calendar year.
5.07 VOTING PROCEDURE - At any meeting of members every question shall be decided by the majority of votes on the question, except in the case of altering or amending the Association's by-laws in which case the provisions of Section 9.01 will apply.
5.08 TIE-BREAKING VOTE - In case of a tie breaking vote at any meeting of members either upon a show of hands or upon a poll, the chairman of the meeting shall be entitled to a tie-breaking vote.
5.09 NOMINATIONS - The procedures for nominations are set forth in section 6.05 of this Bylaw.
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ARTICLE 6.
BOARD OF DIRECTORS AND OFFICERS
6.01 DUTIES - The Board of Directors shall manage the affairs of the Association and shall specifically:
a) organize, supervise and support all the programmes of the Association;
b) act as the official spokesman of the Association; and
c) initiate and carry out projects consistent with the objectives of the Association and are approved by the members.
6.02 COMPOSITION - The Board shall consist of regular, associate or honourary members of the Association designated as follows:
A. Executive Officers:
a) President
b) Immediate Past-President of the Association (not filled for the first term of the President; to year 1992)
c) Vice-President
d) Secretary
e) Treasurer
f) Three (3 Members of the Board)
B. Ex-officio Members (non-voting):
a) President (Rector) of the University of Zagreb;
b) Honourary President;
c) Liaison officer appointed by the University
d) Founding President
6.03 ELIGIBILITY - Regular members and associate members in the Association, as described in Article 3 of this by-law, shall be eligible for nomination and election as Executive Officers and Officers of the Board as long as the majority of the members of the Board are regular members. The President and the Vice-Presidents must be regular members.
6.04 STAGGERED TERMS OF OFFICE - The term of office for every elected Board member is two (2) years. After the termination of his first term every member may be nominated for a maximum of two (2) more consecutive terms. The exception to this is the first election where half of the Board members shall be elected for a one (1) year term and the other half for a two (2) year term.
6.05 NOMINATION OF BOARD MEMBERS - Any member of the Association who is eligible as defined in Section 6.03 can be nominated to serve in a function of the Board either by the Nominating Committee or by any two (2) active members of the Association as described in Section 3.05 of this by-law. The Nominating Committee shall be chaired by the Past President of the Association (starting with year 1992) and shall consist of the chairman and two (2) regular members of the Association appointed by the Board. The Nominating Committee will recommend at least one (1) nominee for each vacancy and publish a list of candidates at least twenty-one (21) days prior to the membership meeting at which the elections will take place. The Nominating Committee will continue receiving and adding to the list of candidates names submitted by the members of the Association until the membership meeting declares the nominations closed.
6.06 ELECTION OF BOARD MEMBERS - One half of the Board members is elected at the annual meeting after the nominations have been declared closed. The elections can be held by ballot. The President, Secretary, Treasurer, the three Board members are elected directly by the members of the Association by ballot.
6.07 RECORDS - The complete records of each election shall be kept by the Secretary and shall be available for review by any active member of the Association.
6.08 VACANCIES - The office of any Board member shall be vacated if he:
a) becomes of unsound mind;
b) resigns office by notice in writing to the Association; or
c) has been absent, without being excused by resolution of the Board, from three (3) consecutive meetings of the Board.
d) Vacancies in the Board, except for vacancies in respect to Clause B of Section 6.02, may be filled by appointment for the remainder of the term of office by the remaining members of the Board if constituting a quorum; otherwise such vacancies shall be filled at the next annual meeting of the members.
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ARTICLE 7
PROCEDURES - BOARD OF DIRECTORS
7.01 BOARD MEETINGS - Meetings of the Board shall be called by the President, or a Vice-President or any two (2) members of the Board. Notice of every meeting shall be given in writing to each member of the Board not less than seven (7) days before the time when the meeting is to be held, save that no notice of a meeting shall be necessary if all the members of the Board are present or, if absent, waive in writing notice of or otherwise consent in writing to the holding of such meeting.
7.02 CHAIRMAN - The President or in his/her absence or at his/her discretion a Vice-President shall be the chairman of any meeting of the Board, If no such officer be present, the members of the Board present shall choose one of their number to be chairman. The
Secretary of the Association shall be the secretary of any meeting of the Board but if the Secretary of the Association is not present, the chairman of the meeting shall appoint a member present to act as secretary of the meeting.
7.03 QUORUM - One half of Directors of the Board plus one shall constitute a quorum for the transaction of business at all meetings of the Board.
7.04 VOTING - At all meetings of the Board, every question to be decided by the Board shall be decided upon by a majority of the votes of its members cast on the question. In case of a tie vote the chairman shall be entitled to a tie-breaking vote.
7.05 COMMITTEES - The Board may appoint such committees, and shall appoint the chairman and the members thereof as it deems necessary to carry out the affairs of the Association. Such committees are responsible to the Board, and the Board shall establish their terms of reference, duties, powers and duration by resolution or by-law.
7.06 POWER OF COMMITTEES - No committee shall have the power to act for or on behalf of the Association or to otherwise commit or bind the Association to any course of action. Committees shall only have the power to make recommendations to the Board, or to the members, as the Board may, from time to time, direct.
7.07 MINUTES - The Secretary shall prepare the official minutes of any meeting of the Board and of any meeting of the Executive Committee within thirty (3) days after the meeting. A copy of the minutes shall be mailed by the President to each member of the Board and shall be available to any active member of the Association. The Secretary shall keep a master file of all such minutes.*
7.08 REPORTS - The President shall make an annual report to the membership on the official actions and other major activities of the Board. A copy of the annual report shall be available to any active member of the Association at least seven (7) days prior to the annual meeting.
7.09 COMPENSATION - Members of the Board will serve without compensation. Reimbursement of expenses incurred while engaged in Association work must be requested of and approved by the Board.
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ARTICLE 8.
FINANCIAL AFFAIRS
8.01 SOURCES OF FUNDS - The basic source of funds for the maintenance and support of the Association shall be membership dues for the Association, which shall be conducted through the Executive Committee under policies established by the Board. Donations for the support of specific projects of the Association and the University will be accepted from bona fide organizations and individuals. The Board may, from time to time, organize fund raising drives or events for such specific projects but shall in every case clearly identify the goals and status of the project to be supported. The Board may undertake other fund raising activities as deemed practical if approved by the members of the Association.
8.02 ANNUAL DUES - Minimum annual dues to qualify as an active member shall be proposed from time to time by the Board and ratified by the members at the annual meeting.
8.03 FISCAL YEAR - The fiscal year of the Association shall be Jan. 1 to Dec. 31 of each year.
8.04 BUDGETS - The Treasurer, assisted by the President, shall prepare a proposed annual budget for all revenues and expenditures of the Association, which shall be approved by the Board at the beginning of the fiscal year. The Board shall have the opportunity to make necessary or appropriate changes in the budget during the fiscal year. A copy of the budget shall be available to any active member of the Association.
8.05 RECORDS - The Treasurer, under the direction of the President, shall develop and maintain complete accounts and records of all receipts, disbursements and investments of the Association in manner consistent with good accounting practice and shall have them available for review by any active member of the Association.
8.06 REPORTS - The Treasurer and President shall make periodic reports to the Board during the fiscal year and an annual report to the membership on the financial condition of the Association. A copy of the annual report shall be available to any active member of the Association.
8.07 AUDITS - The account of the Association can be audited by an accountant at the close of every fiscal year if deemed necessary by the President, any two (2) members of the Board or any five (5) active members of the Association. The auditor shall be selected by the Board and shall present his audit to the Board. A copy of the audit report shall be kept by the Treasurer and shall be available for review by any active member of the Association.
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ARTICLE 9.
AMENDMENTS
9.01 AUTHORITY - The by-laws of the Association may be made, altered or rescinded, in whole or in part, by a majority vote of all active members, at a properly called meeting of the members of the Association. Prior to such meeting the Secretary will provide the last up-to-date count of active members.
9.02 PROCEDURE - Proposed amendments or revisions to these By-laws shall be processed according to the following procedure:
a) Any member of the Board or any two (2) individual active members of the Association who wish to propose an amendment or revision shall submit the proposal to the Board at least forty-two (42) days prior to the date of a regular or special meeting of the members of the Association.
b) The President shall mail the proposed amendment or revision to each member of the Board at least fifteen (15) days prior to the next meeting of the members of the Association, and shall place the proposal on the agenda for the meeting.
c) The proposed amendment or revision shall be discussed and voted upon at the meeting of the members of the Association. If approved as per Section 9.01 the amendment or revision shall become immediately effective.
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ARTICLE 10.
PUBLICATION OF BY-LAWS
10.01 PUBLICATION - The Secretary of the Association shall, under the instructions of the President, arrange for the proper publication of this by-law as well as of all amendments and revisions that may be made from time to time.
10.02 AVAILABILITY - A copy of this by-law and of any amendments or revisions thereto, shall be at all times available to any active member of the Association.
MONTREAL, October 1990
(Amendments: December 1991; June 1993; December 2000; January 2002)
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