Javerianos En Canadá
NAME, PURPOSE AND PATRIMONY
ARTICLE 1.- The name of the Association regulated by these Articles of Incorporation shall be “JAVERIANOS EN CANADA” or “JEC”. Its registered office shall be at the city of Toronto or Great Toronto Area, Ontario, Canada.
ARTICLE 2.- “Javerianos en Canada” assumes a serious engagement for the development of an ethical and professional community, differentiated by its unity and excellence. This engagement is oriented to dynamically and enthusiastically integrate (the members?), and to support and provide guidance to those requiring it, under the spirit of the community of Universidad Javeriana.
ARTICLE 3- “Javerianos en Canada” is a non-profit organization of professional and cultural character with its own patrimony and with the following purpose:
a) To support the professional performance and academic education of the Javerianos in Canada.
b) To serve as meeting and contact place for all Javerianos in Canada.
c) To promote fellowship among its members, and among the Association and similar institutions in Canada and abroad.
d) To carry out activities of cultural, social, economic, technical, and professional character, and all other activities oriented for the development and progress of the Association and its members.
e) To build and develop a positive image of the Javeriano professional within the Canadian community.
ARTICLE 4.- The membership fees established and/or the donations received, and the income generated by the performance of activities form the Patrimony of the Association, and serve to pay for its expenses.
ARTICLE 5.- There is the following kinds of members within “Javerianos en Canada”:
a) Active Members
b) Honorary Members
c) Adherent Members
ARTICLE 6.- Active Members are all professionals graduated from graduate or postgraduate programs of the Pontificia Universidad Javeriana in Colombia , to whom a professional degree would have been granted, who would have given their express consent in that sense, and who would have comply with the obligations of Article 11. Membership approval is subject to verification of identity of the applicant by Universidad Javeriana in Colombia.
ARTICLE 7.- Honorary Members are those persons named as such by the Board of Directors, because of their distinguished high merits or services to the community.
ARTICLE 8.- Honorary Members shall benefit from the same prerogatives and services of Active Members, shall not have the right to vote, and shall be excepted from contributions.
ARTICLE 9.- Adherent Members are students of the Pontificia Universidad Javeriana, who are temporarily residing in Canada, or professionals who make the request and are the espouse, parent, brother or sister, or daughter or son of an Active Member, after approval of the Board of Directors
ARTICLE 10.- The members have the following rights:
a) Access to all services offered by “Javerianos en Canada” according to its Rule.
b) Use of goods and elements belonging to the Association.
c) All members may attend and shall have the right to intervene at the General Meeting.
Also, the rights of the Active Members are:
d) Active Members have the right to elect and be elected as members of the Board of Directors of the Association.
e) Active Members shall have the right to vote and the right to be represented within the General Meeting.
ARTICLE 11.- The obligations of the members are:
a) To Support and make contributions for the progress of “Javerianos en Canada”.
b) To observe, in every act, a behaviour which may dignify the Javeriana University and “Javerianos en Canada”.
c) To comply with the present Articles of Incorporation, the Rule of “Javerianos en Canada”, and the decisions taken at the General Meeting and the Board of Directors.
d) To timely pay ordinary and extraordinary membership fees or any monetary obligation due in favour of “Javerianos en Canada”.
e) To diligently perform the duties or assignments entrusted to them by “Javerianos en Canada” through the Board of Directors or the General Meeting.
f) To attend the meetings of the General Meeting, or of the Board of Directors when being part of it, and in general, to attend to all acts of “Javerianos en Canada”.
ARTICLE 12.- The character of member of “Javerianos en Canada” may be lost by motivated decision of the Board of Directors, by lack of compliance of the obligations or by the violation of the Articles of Incorporation. The character of member is also lost, whenever the person declares, by writing, his/her decision to voluntarily be removed, or whenever the person permanently leaves Canada.
ARTICLE 13.- The General Meeting is the supreme authority of “Javerianos en Canada” and is formed by the meeting of Active Members, Honorary Members and Adherent Members, with the quorum stated at the Articles of Incorporation, at the place, and on the date and time mentioned within the notice of meeting delivered to the members, according to the established by the Articles of Incorporation.
ARTICLE 14.- The General Meeting shall regularly meet within a period comprised between April 1st and June 30th of every year at the place, and on the date and time indicated within the notice of meeting. JEC will do the up most to match this event with the annual visit of the Secretary of the Consejo Conciliatorio. It shall extraordinarily meet whenever the Board of Directors may call it, by its own initiative, or by written request of ten percent (10%) or more of the Active Members, or by call from the President of the Board of Directors or the Auditor. PARAGRAPH. The quorum necessary to meet shall be a minimum of twenty percent (20%) of the Active Members. A decision is obtained with half plus one of the members who attend the meeting.
ARTICLE 15.- Notice of the General Meeting shall be done by writing, delivered to all the members (via fax, regular mail and/or e-mail, newspaper ad, or any other written means), ten (10) calendar day prior to the date of meeting.
ARTICLE 16.- Extraordinary meetings of the General Meeting shall only discuss the issues for which they have been called for. Once the order of the day has been exhausted, other issues can be discussed after authorization of the General Meeting.
ARTICLE 17.- The General Meeting shall be preside by the President of the Board of Directors of “Javerianos en Canada”, and in his absence, by the Vice President. The Secretary of the General Meeting shall be the Secretary of the Board of Directors, or any person appointed by the President of the Board of Directors.
ARTICLE 18.- The duties of the General Meeting are:
a)To elect the Auditor, President of the BOD, and the other eight (8) members who shall be part of the Board of Directors. who shall be part of the Board of Directors of “Javerianos en Canada”, and shall act as Vice president, Secretary, Treasurer, and five Directors.
b) To approve or disapprove the financial statements of the last fiscal year, after presentation of the President and the Auditor’s reports.
c) To authorize the celebration of any class of acts and contracts that may exceed the faculties granted to the President of the Board of Directors, or to any other legal representative of the Association.
d) To delegate some duties of the Board of Directors to its President.
e) The General Meeting shall officially ratify the honorary members, after approval of the Board of Directors
f) To amend the Articles of Incorporation of “Javerianos en Canada”.
g) To order the corresponding actions against the administrators, Directors or the Auditor.
h) To approve the dissolution of “Javerianos en Canada” and to regulate the winding up.
ARTICLE 19.- Proposals for the amendment of the Articles of Incorporation shall be presented before the General Meeting. The present members shall study them before the meeting and shall decide upon them. Amendments of these Articles of Incorporation shall be approved by a quorum of thirty percent (30%).
ARTICLE 20.- The members may be represented at the General Meeting by another member, through written communication directed to the Secretary of the Board of Directors. Any member cannot represent more than one member.
BOARD OF DIRECTORS
ARTICLE 21.- The Board of Directors is formed by the President, Vice president, Treasurer, Secretary and five Directors. Quorum is formed with five members of the Board of Directors, with the presence of the President or Vice President being necessary.
ARTICLE 22.- The Board of Directors term shall be one (1) year. The Directors shall continue at their posts until new election of the Board of Directors. The persons appointed for the Board of Directors may be re-elected for different or the same posts.
ARTICLE 23.- If for any cause the Board of Directors is reduced to six members or less, the President or whoever replaces him, shall call the legal members of the list of candidates presented during the last General Meeting, in order to elect the vacant posts, among them. If there is no list of candidates, an extraordinary meeting shall be called for such election.
ARTICLE 24.- The Board of Directors shall meet at least once a month, at the place and on the date and time established by whoever calls it, who can be the President, Vice president or Auditor.
ARTICLE 25.- The duties of the Board of Directors are:
a) To issue its own rule and the internal rule of “Javerianos en Canada”.
b) To carry out the administration of “Javerianos en Canada”.
c) To call the General Meeting to regular and extraordinary meetings.
d) To authorize the sale, mortgage, or encumbrance of goods owned by “Javerianos en Canada”, when the amount does not exceed twenty thousand Canadian dollars (CAN$20,000).
e) To authorize the celebration of any kinds of acts or contracts when the amount does not exceed twenty thousand Canadian dollars (CAN$20,000).
f) To appoint the committees considered necessary for the regular functioning of “Javerianos en Canada”, and to watch over their adequate and efficient performance.
g) To assign specific tasks to the coordinators of the committees.
h) To appoint and freely remove the employees/voluntaries of “Javerianos en Canada”, and to define the conditions of their assignment.
i) To promote and organize the professional, social, sporting, and cultural activities of “Javerianos en Canada”.
j) To adopt the rules and policies required for the adequate functioning of “Javerianos en Canada”, and for the rightful compliance of its Articles of Incorporation.
k) To establish the amount of membership fees to support the Association or to determine their suspension whenever the circumstances allow it.
l) To approve the annual budget.
m) To analyze the financial statements and the President’s report after its presentation before the General Meeting.
n) To appoint judicial and extrajudicial proxies.
ARTICLE 26.- The duties of the President are:
a) To legally and socially represent “Javerianos en Canada” and to authorize all the documents requiring his/her signature.
b) To preside over the meetings of the General Meeting and to call it whenever he/she considers convenient.
c) To call and preside over the meetings of the Board of Directors.
d) To present before the regular General Meeting the report of management about the functioning of “Javerianos en Canada”.
e) To watch over compliance of the Rule and Articles of Incorporation, with special care for the Association’s purpose.
f) All other duties assigned by the Board of Directors.
ARTICLE 27.- The duties of the Vice President are:
a) The Vice President shall replace the President during his/her temporary or definite absence, assuming all his/her duties.
b) All other duties assigned by the Board of Directors.
ARTICLE 28.- The duties of the Secretary are:
a) To act as Secretary within the meetings of the General Meeting and the Board of Directors, to carry out the books of minutes of meetings, and to sign them together with the President.
b) To watch over keeping and update of the mail and files of “Javerianos en Canada”, and of the registry of members.
c) To communicate the notices of meetings of the General Meeting and the Board of Directors.
d) All other duties assigned by the Board of Directors.
ARTICLE 29.- The duties of the Treasurer are:
a) To keep the funds of “Javerianos en Canada” under custody, and to manage them according to the mandates of the Board of Directors.
b) To coordinate the preparation of the annual budget of “Javerianos en Canada”, and to submit it for approval of the Board of Directors.
c) To monthly present to the Board of Directors the corresponding treasury reports.
d) To attend and pay bills with the approval of the President of the Board of Directors.
e) To sign, together with the members appointed by the Board of Directors, the checks of the banking accounts of “Javerianos en Canada”.
f) All other duties assigned by the Board of Directors.
ARTICLE 30. – The duties of the Auditor are:
a) To watch over and be responsible for the money management of “Javerianos en Canada”, according to the mandates of the General Meeting, the Board of Directors, the Articles of Incorporation, the accounting principles and the Canadian Law.
ELECTIONS AND VOTING
ARTICLE 31.- a) For the election of Board of Directors, the list of candidates for the different posts shall be previously registered before the Secretary of the General Meeting. The list shall indicate the names of the members for each one of the posts. There shall be a vote for each one of the candidates, and the winner shall be whoever obtains the majority of votes. b) The election of Auditor shall be determined by absolute majority, after registration of the candidates before the Secretary of the General Meeting. ARTICLE 32.- Except for the cases established in other Articles of these Articles of Incorporation, the decisions of the General Meeting and the Board of Directors shall be taken with a quorum of half plus one of the present members.
DISSOLUTION AND WINDING UP
ARTICLE 33.- “Javerianos en Canada” shall be dissolved whenever the General Meeting decides it so. The special quorum to take the decision shall be more than thirty percent (30%) of the Active Members. The decision to dissolve requires a definitive nominal vote of at least three quarters (3/4) of the present members.
ARTICLE 34.- Once the dissolution has been approved, the General Meeting shall proceed immediately to appoint a liquidator, who as such, shall proceed to the payment of the obligations due, with the product of the sale of the assets of “Javerianos en Canada”. In case of obtaining a positive balance during the winding up of “Javerianos en Canada”, the rest of the money shall be given to a charity entity, of Colombian nationality, if possible.
ARTICLE 36.- “Javerianos en Canada” cannot guarantee third-party obligations, and in consequence, it cannot be guarantor, with its property, of obligations different from its own.
INCORPORATION OF “JAVERIANOS EN CANADA”
ARTICLE 37.- The persons linked to the coordination committee shall temporarily perform the duties of the Board of Directors, during the process of approval, registration of articles of incorporation, and appointment of the Board of Directors .
ARTICLE 38.- The present Articles of Incorporation shall be communicated for their review and approval, by electronic means, to the persons registered on the current data base of “Javerianos en Canada”. Comments, opinions and reactions received before June 6th, 2004 shall be taken into account by the coordination committee. This committee shall concisely present the definite document for its approval at the General Meeting of the group on June 17, 2004.
ARTICLE 39.- Approval of the present Articles of Incorporation expressly indicates the acceptance of the document faithfully translated to the English language by a certified translator. In consequence, it constitutes a legal base to the formal initiation of activities of “Javerianos en Canada”, and to carry out the corresponding registry before the pertinent entities of the government of Ontario and Canada.These Articles of Incorporation were approved during the General Meeting celebrated on June 17, 2005