Bylaws

1. General provisions

1.1 Head Office : The official address of the organization is established in Quebec city and may be determined by the board of trusties from time to time.

1.2 Official Template : The official template of the organization appears in the margins of this document; it is adopted and recognized as the organization template.

2. Objects

NAVTI Foundation Canada is a non-profit organization of international cooperation and solidarity that is dedicated to support the capacity building of small communities in the South, in order to promote the emergence of a sustainable environment favorable to a social and solidarity economy. The organization is also dedicated to public awareness of international cooperation. It is achieving its objectives by focusing on four sectors: international cooperation, international internships and sustainable tourism, public outreach and fair trade.

2.1 International cooperation sector : The international cooperation sector favors a North-South collaboration with civil society organizations for different cooperation initiative proposed by the citizens of these communities in which our partners are established. The actions of the international cooperation sector are focusing mainly on education, promotion of health, human rights, democracy, the development of agriculture and that of social economy projects.

2.2 International internship and sustainable tourism sector : The international internships and sustainable development sector allows 12 youth between the ages of 21 and 35 to annually gain experiences of international cooperation and solidarity in various fields such as HIV/AIDS prevention, human rights education, gender equality, sustainable tourism and fair trade.

√ Orphan and vulnerable children progam management

√ HIV/AIDS and heath care

√ Teaching of human rights

√ Fair trade initiative management

2.3 Public outreach and awareness sector : The public outreach and awareness sector favors knowledge building and understanding of the North-South realities by collaborating with or coordinating various awareness events. Education and awareness of international solidarity is a key element in the chain of international development. It allows a better understanding of global issues and also an awareness of the interdependence of all nations. Hence, NAVTI Foundation Canada believes that public awareness helps to build a better society by encouraging the emergence of behavior and attitudes that enable the establishment of a more just, fair and solidary international order.

2.4 Fair trade sector : The Fair trade sector endeavors to create partnerships with associations and cooperatives of small producers in the South, that strives to receive the Fair trade certification, in order to support them in the achievement of their objectives. NAVTI Foundation Canada is also building an expertise in obtaining bio and fair trade certifications by maintaining close relations with different fair trade certification organizations in Canada. These relations allow NAVTI Foundation Canada to offer a support program that helps small producers in the South obtain their certification goals. NAVTI Foundation Canada is also working on marketing the products of those South associations and cooperatives of small producers in Canada. Furthermore, in order to sensitize Canadian consumers, and at the same time, promote the associations and cooperatives of small producers to which NAVTI Foundation Canada is doing business with, the organization is promoting the principles of fair trade in Canada through The Quebec Fair Trade Month and Quebec, Fair Trade Town projects.

2.4 Sustainable development sector : Because today we are in an era where sustainable development must take its place, NAVTI Foundation Canada commits to respect and promote this concept through its activities with its action plan, its Code of Ethics and its sustainable development policy. The latter describes the main guidelines that the organization put in place and the commitments that it will meet in order to ensure consistency between its values and its actions. NAVTI Foundation Canada wishes to use the social dimension as a goal, the economic dimension as a means, and the respect of environment as a condition in the performance of its projects and its actions. For example, NAVTI Foundation Canada commits to coordinate eco-responsible events through its own guide and to insure the monitoring of existing standards.

 

3. Memberships

3.1 Memberships categories

NAVTI Foundation Canada recognizes the following memberships categories:

A : Founders     B : Individuals and students     C : Organization     D : Companies     E : Support     F : Honorary

3.2 Category A membership (Founders)

3.2.1 Admission of category A members : Is a founder, any individual who was involved in the development and in the growth of the organization during its early days. 

3.2.2 Category A membership fee : Founders have no annual fee or another to pay.

3.2.3 Category A membership rights : Founders have the following rights :

√ To attend the Annual General Meeting;
√ To vote at the Annual General Meeting;
√ To exercise a more active role in influencing policies and strategies of the organization having the ability to be elected on the board of trusties and be involved in the different governing committees;
√ To actively participate in the governance of the organization;
√ To Participate to the fundraising campaign and the public outreach activities of the organization;
√ To participate in the selection process of candidates for the organization of international and local internships;
√ To receive the newsletter of NAVTI Foundation Canada and all information relating to news and events of the organization;

3.3 Category B membership (Individuals and students)

3.3.1 Admission of category B members : Is an individual or student member, any individual or students who is satisfying the following conditions:

√ Has completed the application form;
√ Has paid the annual membership fee;
√ Is supporting the organization’s values;
√ Has submitted any official school paper certifying student status (for student category);
√ Is complying with all other admission requirements established from time to time by resolution of directors;
√ Has been approved as a category B member by the board of trusties;

3.3.2 Category B membership fee : Individuals members must pay an annual fee of 20$. The Student members must pay an annual fee of 10$.

3.3.3 Category B membership rights : Individuals and students members have the following rights :

√ To attend the Annual General Meeting;
√ To vote at the Annual General Meeting;
√ To exercise a more active role in influencing policies and strategies of the organization having the ability to be elected on the board of trusties and be involved in the different governing committees;
√ To actively participate in the governance of the organization;
√ To Participate to the fundraising campaign and the public outreach activities of the organization;
√ To participate in the selection process of candidates for the organization of international and local internships;
√ To receive the newsletter of NAVTI Foundation Canada and all information relating to news and events of the organization;

3.4 Category C membership (organizations)

3.4.1 Admission of category C members : Is an organization member, a legal person recognized by law and who meets the following conditions:

√ Has completed the application form;
√ Has paid the annual membership fee;
√ Is supporting the organization’s values;
√ Is complying with all other admission requirements established from time to time by resolution of directors;
√ Has been approved as a category B member by the board of trusties;

3.4.2 Category C membership fee : Organization members must pay an annual fee of 50$.

3.4.3 Category C membership rights : Organization members have the following rights:

√ Having one or two official delegates to the AGM entitled to vote for the organization they represent;
√ To attend the Annual General Meeting;
√ To vote at the Annual General Meeting;
√ To exercise a more active role in influencing policies and strategies of the organization having the ability to be elected on the board of trusties and be involved in the different governing committees;
√ To actively participate in the governance of the organization;
√ To Participate to the fundraising campaign and the public outreach activities of the organization;
√ To participate in the selection process of candidates for the organization of international and local internships;
√ To receive the newsletter of NAVTI Foundation Canada and all information relating to news and events of the organization;

3.5 Category D membership (corporate)

3.5.1 Admission of category D members : Is a corporate member, a legal person recognized by law and who meets the following conditions:

√ Has completed the application form;
√ Has paid the annual membership fee;
√ Is supporting the organization’s values;
√ Is complying with all other admission requirements established from time to time by resolution of directors;
√ Has been approved as a category B member by the board of trusties;

3.5.2 Category D membership fee : Corporate members must pay an annual fee of 50$.

3.5.3 Category D membership rights : Corporate members have the following rights:

√ Having one or two official delegates to the AGM entitled to vote for the corporation they represent;
√ To attend the Annual General Meeting;
√ To vote at the Annual General Meeting;
√ To exercise a more active role in influencing policies and strategies of the organization having the ability to be elected on the board of trusties and be involved in the different governing committees;
√ To actively participate in the governance of the organization;
√ To Participate to the fundraising campaign and the public outreach activities of the organization;
√ To participate in the selection process of candidates for the organization of international and local internships;
√ To receive the newsletter of NAVTI Foundation Canada and all information relating to news and events of the organization;

3.6 Category E membership (honorary)

3.6.1 Admission of category E membership : It is possible, for the board of trusties, by resolution, to vote for an honorary member, that is any individual or legal person who has rendered service to the organization through their great volunteer work, through donations, or that has indicated its interest to the mission of the organization.

3.6.2 Category E membership fee : Honorary members have no annual fee or else to pay.

3.6.3 Category E membership rights: Honorary members have the following rights:

√ To attend the Annual General Meeting without voting rights;;
√ To exercise a more active role in influencing policies and strategies of the organization having the ability to be elected on the board of trusties and be involved in the different governing committees;
√ To actively participate in the governance of the organization;
√ To Participate to the fundraising campaign and the public outreach activities of the organization;
√ To participate in the selection process of candidates for the organization of international and local internships;
√ To receive the newsletter of NAVTI Foundation Canada and all information relating to news and events of the organization;

3.7 Category F membership (Support)

3.7.1 Admission category F membership : Is a support member any volunteer and interns occupying a position within the organization, any individual or legal person filling out a membership form and that is supporting, through its actions, the values of NAVTI Foundation Canada.

3.7.2 Category F membership fee : Support members have no annual fee or else to pay.

3.7.3 Category F memberhip rights : Support members have the following rights :

√ To attend the Annual General Meeting without voting rights;;
√ To Participate to the fundraising campaign and the public outreach activities of the organization;
√ To participate in the selection process of candidates for the organization of international and local internships;
√ To receive the newsletter of NAVTI Foundation Canada and all information relating to news and events of the organization;

3.8 Membership admittance

The admission of a new member is voted by the board of trusties. The board of trusties may refuse at any time an application for membership that it deems not appropriate for the organization well being. Any refusal may be appealed at the same instance.

3.9 Membership registry

A register of members is maintained by the secretary of the organization or any other administrator appointed by the board of trusties, the whole is subject to directives given from time to time by the board of trusties.

3.10 Membership cards

It is possible, for the board of trusties, to issue a membership card. To be valid, these cards must be signed by an officer of the board of trusties.

3.11 Resignation

Any member may resign by giving written notice to the secretary of the organization.This resignation is effective upon receipt by the board of trusties.

3.7 Termination of membership, disqualification, suspension

The annual general assembly may declare the termination of a member who no longer meets the criteria for admission. Any member demonstrating an attitude that is  incompatible with the aims of the organization; any member who by his action, tends to hinder or impede the action of another member; any member who refuses to fulfill its obligations to the organization may be expelled by the board of trusties. The expulsion must be approved by the annual general assembly. 2/3 majority of the members present at the general assembly is required in this case.

4. Annual general assembly

4.1 Annual general assembly

The annual general assembly of the organization is to be held six (6) months at the latest after the end of the fiscal year.

4.1.1 The agenda of this assembly must include these among others :

√ Opening of the assembly by the president of the board of trusties;
√ Election of an assembly president and secretary;
√ Reading of the convocation notice and the agenda;
√ Approval of the minutes of the last assembly;
√ Presentation of the president report;
√ Presentation of the audited financial report;
√ Election of a financial auditor;
√ Appointment of an election officer and scrutineers;
√ Delivering of candidacy for elections;
√ Hearings of candidacy submitted to the assembly;
√ Varia;
√ Election of members of the board of trusties;

4.1.2 Convocation

√ The members annual general assembly is held on the date and place fixed by the president of the organization;
√ The convocation notice must be in writing and must state the date, time and place of the meeting;
√ The convocation notice must be sent at least fifteen days prior to the annual general assembly;
√ The accidental omission to give the convocation notice above one to one of the member shall invalidate any resolution adopted by the assembly;

4.2 Annual general assembly

√ The president of the organization or the board of trusties may convene a special general assembly;
√ In addition, the secretary is required to convene a special general assebly within ten days following the receipt of a signed requisition by half plus one of the members;
√ Any special general assembly is convened by written or speech to all members stating the date, time and location and purpose of the assembly. The summons must be served at least 48 hours before the date of holding of the latter;

4.3 Quorum and voting

√ All members in good standing present in person constitute a quorum for any general or special assembly of members;
√ For any assembly, voices are taken by open vote or, if that is the desire of a member seconded by another, by secret ballot;
√ The submitted questions are decided by a majority vote;

5. The board of trusties

5.1 General provisions

The organization’s affairs are administered by the board of trusties. The latter is composed of four (4) category A members, two (2) category B members, two (2) category C members and two (2) category D members.

Only the board of trusties, through its president, or otherwise by a member of the board of trusties or a permanent member designated by the president, can make representations or statements on behalf of the organization.

5.1.1 Elections

√ All members of the board of trusties are elected for a term of two (2) years by the members of the general assembly;
√ In order to ensure continuity, half of the administrators will be renewed each year, that said, the mandates will be interspersed two years, except for the first few years the mandate of 5 administrator B, C and D will be of one year;
√ The administrator of the board of trusties are elected by secret ballot in accordance with the voting rights of “individuals” members among the duly nominated members;
√ It is up to the board of trusties to appoint its officers;
√ Each year, the Annual General Meeting shall elect at least 9 members of the board of trusties for full terms;
√ All vacation on the board of trusties may be filled by the board of trusties until the end of the vacation term;

5.1.2 Taking of office

√ Any board of trusties member takes office at the closing of the general annual assembly during which he was appointed or elected.

5.1.3 Ceases to be part of the board of trusties and to hold its office any member:

√ Who gives a written resignation to the board of trusties, upon acceptance there of by the board of trusties;
√ Who ceases to be qualified.

5.2 Meetings of the board of trusties

√ The board of trusties meets as often as it sees fit;
√ The board of trusties meetings are convened by the secretary of the board of trusties by email, or at the request of the president, of the CEO, or at the written request of three (3) members of the board of trusties. The meetings are held at the place designated by the president;
√ The notice for calling a meeting of the board of trusties may be verbal. The notice period is at least a week and a half but in an emergency, this period may only be 48 hours;
√ All submitted questions are decided by a majority vote of the members present, each member including the president, are entitled to one vote;
√ The board of trusties shall not be remunerated for their services as such. They are entitled to be reimbursed for certain expenses incurred previously approved by the board of trusties, in the exercise of their functions.
√ Therefore the board of trusties officers of the organization are: president, vice president, secretary and the treasurer. They constitute the executive committee.
√ The board of trusties has the authority to administer the affairs of the organization and to exercise any other functions provided by law and regulations of the organization. It ensures compliance of the organization’s Code of Ethics.

The board of trusties has particularly the following powers :

√ Determine the membership fees;
√ Elect and dismiss the organization’s officers;
√ Filling vacancies on the board of trusties;
√ Hiring the CEO;
√ Approve the annual financial decisions;
√ Present memorandum and make any representations deem advisable or needed to achieve the goals of the organization;
√ Adopt all measures it considers appropriate;

Any conflict of interest involving directly or indirectly members of the board of trusties, staff and volunteers is prohibited. If someone has a conflict of interest by affiliation with a supplier of goods or services, current or potential, with grants beneficiary, that person must inform the board of trusties and abstain from taking part in decisions affecting the source of conflicts of interest. Similarly, it is forbidden for the board of trusties members and staff to accept gifts exceeding a value of 100$ for their own use.

Are also prohibited unverified transactions, loans for personal purposes to board of trusties members and staff, as well as the use of resources for partisan purposes or personal gain.

5.3 Functions of the officers

5.3.1 The president

√ He chairs all meetings of the board of trusties;
√ It oversees the implementation of decisions, sign all documents requiring his signature, fulfills all the duties inherent to his office and exercise all the powers which may from time to time be assigned to him by the board of trusties.

5.3.2 The vice-president

√ In case of absence or disability of the president, an acting president may be appointed by the president with the approval of the board of trusties.

5.3.3 The treasurer

√ He has the care and custody of the organization’s funds and its accounting books;
√ He deposits in a financial institution determined by the board of trusties, the funds of the organization;
√ He keeps a record of receipts and disbursements of the organization in one or more suitable books for this purpose.

5.3.4 The secretary

√ He shall convene the meetings of the board of trusties and of members of the organization;
√ He attends all meetings and wirtes the minutes;
√ He performs other functions assigned to him by regulation or by the board of trusties;
√ He has custody of the book of records and archives of the organization and he is certifying copies or extracts.

5.4 The board of trusties committees

5.4.1 Composition

The board of trusties committees consist of members of the board of trusties, the CEO and the department heads in charge of the various sectors of the organization. The committees are:

√ International cooperation committee;
√ International Internship and sustainable development committee;
√ Public outreach, awareness and communications committee;
√ Fair trade committee;
√ Finance and fundraising committee;

5.4.2 Specific role of the board of trusties committee members

√ Establish the sector action plan and present it to the board of trusties;
√ Participate in the implementation of the action plan of the sector in collaboration with senior management and the sector team leader;
√ With the help of sector team leader, present the current cases and suggestions for resolutions to the board of trusties;

Between the meetings of the board of trusties and that of the committees meetings, subject to any restrictions imposed by the board of trusties, unless the powers to be exercised, by law, exclusively by the latter, the board of trusties committees have exercise all the powers of the board of trusties of the affairs of the organization in accordance with policies established by the organization during the board of trusties. The board of trusties has the power to enforce its decisions.

6. Financial provisions

6.1 Fiscal year

The fiscal year of the organization ends on December 31fst of each year or at any other date determine to the pleasure of the board of trusties.

6.2 Financial effects

All negotiable instruments and financial documents of the organization are signed by the people designated for this purpose by the board of trusties;

In case of dissolution, the assets of the organization will be distributed in the manner as agreed by the members at the annual or special general assembly;

6.3 Accounting books

The organization accounting books are open at any time for review by the president and the board of trusties;

The books and financial statements of the organization must be audited every year as soon as possible after the end of each fiscal year by the auditor appointed for that purpose by the members at the annual general assembly;

Checks, bank notes and other effects in the organization, will be signed by the treasurer of the organization and/or the president;

7. Amendments to the bylaws of the organization

The organization’s regulations may be canceled or amended by a law passed by a majority of the administrator at a board of trusties meeting and approved by a 2/3 majority of voting delegates of the board of trusties or at the annual general assembly or special assembly duly called for that purpose to continue to be in force according to law.

Changing regulations must be submitted to the secretary of the organization within thirty (30) days preceding the board of trusties or thirty (30) days before the special general assembly duly called to approve the said amendment.

Any volunteer employee may submit to the board of trusties a draft amendment if this project is supported by the latter. Subject to verification of legality, the board of trusties is accountable to the volunteer staff of how he willing requests for amendments.

To contact us

To contact us

For general information about NAVTI Foundation Canada or to receive our Newsletter The NAVTI International as well as our invitations to events, please send us your contact details to [email protected]

Phone : 581 742-4774

By mail : CP 52044 BP Saint-Fidèle, PO, Québec (Québec) G1L 5A4

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