By-Laws

BY-LAWS OF THE
UKRAINIAN WORLD CONGRESS
(the "Corporation")

CORPORATE SEAL

1.  The seal, an impression whereof is stamped in the margin hereof, shall be the seal of UKRAINIAN WORLD CONGRESS.

CONDITIONS OF MEMBERSHIP

2.    Membership in the Corporation shall be limited to persons interested in furthering the objects of the Corporation and shall consist of anyone whose application for admission as a member has received the approval of the Board of Directors.
3.    There shall be no membership fees or dues unless otherwise directed by the Board of Directors.
4.    Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the secretary general of the Corporation.
5.    Any member may be required to resign by a three-fourths (3/4) majority vote of the delegates at an Annual General Meeting of the members.

HEAD OFFICE

WORLD CONGRESS OF THE MEMBERS

8.   At every World Congress of the members, in addition to any other business that may be transacted, the report of the Board of Directors, the financial statement and the report of the auditor shall be presented and an auditor appointed for the ensuing year.  The delegates may consider and transact any business either special or general at any World Congress of the members.
9.   The Board of Directors shall determine the time and place of a World Congress of the members one (1) year prior to such Congress. The World Congress of the members shall be held at the head office of the Corporation or at any place as the Board of Directors may determine. A written notice shall be given to all the members of the Corporation of any World Congress of the members one (1) year prior to such Congress.
10.  The Board of Directors shall determine the number of delegates at a World Congress of the members from the Ukrainian Churches and the members of the Corporation.  All the members of the Board of Directors and Control Committee are delegates at a World Congress of the members. 
11.   One hundred (100) delegates from one third (1/3) of the countries that have a Ukrainian National organization shall constitute a quorum at a World Congress of the members. If a quorum is present at the opening of a World Congress of the members, the delegates may proceed with the business of the World Congress of the members even though a quorum is not present throughout the World Congress of the members. Voting by proxy shall not be permitted at any World Congress of the members.
12.    Notice of any World Congress of the members where special business will be transacted should contain sufficient information to permit the members to form a reasoned judgement on the decision to be taken. No error or omission in giving notice of any World Congress of the members or any adjourned Congress shall invalidate such Congress or make void any proceedings taken thereat and any voting person may at any time waive notice of any such Congress and may ratify, approve and confirm any or all proceedings taken or had thereat.  For the purpose of sending a notice to any member, director or officer for any World Congress of the members or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.

ANNUAL GENERAL MEETING OF THE MEMBERS

13.    An Annual General Meeting of the members shall be held every year (except the year of the World Congress of the members which shall replace the Annual General Meeting of the members). The Board of Directors shall call a special general meeting of the members on written requisition of at least twenty percent (20%) of the members in good standing of the Corporation.
14.    At every Annual General Meeting of the members, in addition to any other business that may be transacted, the report of the Board of Directors, the financial statement and the report of the auditor shall be presented and an auditor appointed for the ensuing year.  The delegates may consider and transact any business either special or general at any Annual General Meeting of the members.
15.    The Board of Directors or the Executive Committee shall determine the time and place of the Annual General Meeting of the members or any general meeting of the members. The Annual General Meeting of the members and any general meeting of the members shall be held at the head office of the Corporation or at any place as the Board of Directors or the Executive Committee may determine. A written notice shall be given to all the members of the Corporation of any Annual General Meeting of the members or general meeting of the members fourteen (14) days prior to such meeting.
16.   The following individuals shall be delegates at an Annual General Meeting of the members or any general meeting of the members: all the members of the Board of Directors and Control Committee, three (3) representatives from the Ukrainian Canadian Congress, two (2) representatives from the Ukrainian Congress Committee of America, Inc., two (2) representatives from the World Federation of Ukrainian Women's Organizations and one (1) representative from each of the other Ukrainian National Central Representations and Ukrainian International Organizations, as well as from the European Congress of Ukrainians and from each Council and Commission of the Corporation. One (1) representative from each Ukrainian National Organization that is a member of the Corporation has a right to attend the Annual General Meeting of the members or any general meeting of the members without any right to vote.
17.  Ten (10) delegates shall constitute a quorum at an Annual General Meeting of the members or any general meeting of the members. If a quorum is present at the opening of an Annual General Meeting of the members or any general meeting of the members, the delegates may proceed with the business of such meeting even though a quorum is not present throughout the said meeting. Voting by proxy shall not be permitted at any Annual General Meeting of the members or general meeting of the members. 

18.   Notice of any meeting of the members where special business will be transacted should contain sufficient information to permit the members to form a reasoned judgement on the decision to be taken. No error or omission in giving notice of any Annual General Meeting of the members or general meeting of the members or any adjourned meeting, whether annual or general, shall invalidate such meeting or make void any proceedings taken thereat and any voting person may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.  For the purpose of sending a notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.

BOARD OF DIRECTORS

19.    The property and business of the Corporation shall be managed by a Board of Directors. The Board of Directors shall consist of all the members of the Executive Committee of the Corporation, the past president, representatives from the Ukrainian Churches, two (2) representatives from the World Federation of Ukrainian Women's Organizations, the vice presidents of the Corporation (two (2) from the USA – one (1) from the Ukrainian Congress Committee of America Inc. and one (1) from the Ukrainian American Coordinating Council, two (2) from the Ukrainian Canadian Congress and one (1) each from the European Congress of Ukrainians, Australia, South America and Russia) and the Chairs of all the Councils and Commissions of the Corporation. Seven (7) directors shall constitute a quorum. If a quorum is present at the opening of a meeting, the Board of Directors may proceed with the business of the meeting even though a quorum is not present throughout the meeting. Directors must be individuals, eighteen (18) years of age, with power under law to contract.
20.  The applicants for incorporation shall become the first directors of the Corporation whose term of office on the Board of Directors shall continue until their successors are elected.
21.  At the first meeting of members, the Board of Directors then elected shall replace the directors named in the Letters Patent of the Corporation.
22.  The Board of Directors, Executive Committee and Control Committee shall be elected for a term of five (5) years by the delegates at a World Congress of the members.

provided that if any vacancy shall occur for any reason in this paragraph contained, the applicable body (Ukrainian National Central Representation, European Congress of Ukrainians, Ukrainian International Organization, World Federation of Ukrainian Women’s Organizations or Council or Commission of the Corporation) may, by appointment, fill the vacancy.
24.    Meetings of the Board of Directors may be held at any time and place to be determined by the Executive Committee provided that a seven (7) day written notice of such meeting shall be given to each director. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.  For the purpose of sending a notice to any director or officer for any meeting or otherwise, the address of the director or officer shall be his last address recorded on the books of the Corporation. Each director is authorized to exercise one (1) vote.
25.    If all the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the Board of Directors or of a committee of the Board of Directors by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.

26.    The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.  Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor.

27.    A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

28.    The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors.
29.    A reasonable remuneration for all officers, agents and employees and committee members shall be fixed by the Board of Directors by resolution.  Such resolution shall have force and effect only until the next Annual General Meeting of the members when such resolution shall be confirmed by resolution of the delegates, or in the absence of such confirmation by the delegates, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

30.    Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any corporation controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

(a)    all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
(b)    all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
31.    The Board of Directors may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as herein provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
32.    The Board of Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees.  The Board of Directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation.  The Board of Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Directors may prescribe.
33.    The Board of Directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

 

34.  The Executive Committee of the Corporation consists of the president, first vice president, second vice president (the president of the World Federation of Ukrainian Women's Organizations ex officio), secretary-general, financial officer and treasurer.  Each member of the Executive Committee must be a member of an organization that is a member of the Corporation.  The Executive Committee shall exercise such powers as are not of the exclusive competence of the World Congress of the members, Annual General Meeting of the members or Board of Directors.  The Executive Committee shall implement the resolutions of the World Congresses of the members, as well as the resolutions of the Annual General Meetings of the members and Board of Directors.
35.  Meetings of the Executive Committee may be held at any time and place to be determined by the Executive Committee or the president provided that forty-eight (48) hours notice of such meeting shall be sent in writing to each member of the committee.  Three (3) members of the Executive Committee shall constitute a quorum.  No error or omission in giving notice of any meeting of the Executive Committee or any adjourned meeting of the Executive Committee shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Meetings of the Executive Committee may be held by teleconference.
 

36.  The officers of the Corporation shall be the president, first vice president, second vice president, secretary general, financial officer and treasurer.
37.  Each member of the Executive Committee is elected by the World Congress of the members (except that the president of the World Federation of Ukrainian Women's Organizations shall be the second vice president of the Corporation ex officio).
38.  The officers of the Corporation shall hold office for five (5) years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the Board of Directors at any time.
39.  The president shall be the chief executive officer of the Corporation.  He shall preside at all meetings of the Corporation and of the Board of Directors and Executive Committee.  He shall have the general and active management of the affairs of the Corporation.  He shall see that all orders and resolutions of the Board of Directors are carried into effect.
40.  The vice presidents shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon them by the Board of Directors.
41.  The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in  such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time.  He shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and Board of Directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation.  He shall also perform such other duties as may from time to time be directed by the Board of Directors.
42.  The secretary general may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry on the affairs of the Corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose.  He shall give or cause to be given notice of all meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the president.  He shall be custodian of the seal of the Corporation, which he shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.
43.  The duties of all other officers shall be such as shall be prescribed by the Board of Directors or the Executive Committee.

44.  Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two (2) officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.  The Board of Directors or the Executive Committee shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing.  The Board of Directors or the Executive Committee may give the Corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation.  The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors or the Executive Committee.
 

45. The minutes of the Board of Directors and Executive Committee shall not be available to the general membership of the Corporation but shall be available to the Board of Directors, each of whom shall receive a copy of such minutes. However, members shall receive minutes of the Executive Committee and Board of Directors, upon written request to the secretary general of the Corporation.
 

46.  At all meetings of the Corporation every question shall be determined by a three-fourths (¾) majority vote (other than the election of the president which shall be determined by a two-thirds (⅔) majority vote) .
 

47.  Unless otherwise ordered by the Board of Directors the fiscal year end of the Corporation shall be December 31st in each calendar year.
48.  The Board of Directors may appoint committees whose members shall hold their offices at the will of the Board of Directors.
 

49.  The by-laws of the Corporation may be repealed or amended by a by-law enacted by a three-fourths (¾) majority vote of the directors at a meeting of the Board of Directors and sanctioned by a three-fourths (¾) majority vote of the delegates at a World Congress of the members, provided that the enactment, repeal or amendment of such by law shall not be enforced or acted upon until the approval of the Minister of Industry Canada has been obtained.
 

50.   The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next World Congress of the members when they shall be confirmed, and failing such confirmation at such World Congress of the members, shall at and from that time, cease to have any force and effect.
 

51. At each Annual General Meeting of the members or World Congress of the members, an auditor shall be appointed to audit the accounts of the Corporation and to hold office until the next Annual General Meeting of the members or World Congress of the members, as the case may be, provided that the Board of Directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors.  The auditor shall report at each Annual General Meeting of the members and World Congress of the members.
 

52.  The Board of Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
 

53.  In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and reference to persons shall include firms and corporations.