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HAMILTON FILIPINO COMMUNITY CENTRE
1275 King Street East
Hamilton, Ontario
L8M 1G7
Reg. No.: 897040
BY - LAW
A by-law relating to the transaction of the affairs of Hamilton Filipino Community Centre, BE IT ENACTED as a by-law of Hamilton
Filipino Community Centre as follows
HEAD OFFICE
1. The Head Office of the Corporation shall be in the City of Hamilton, in the Province of Ontario, and at such place therein
as the directors may from time to time determine.
SEAL
2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
BOARD OF DIRECTORS
3. The affairs of the Corporation shall be managed by a board of 11 directors, each of whom at the time of his election or
within 10 days thereafter and throughout his term of office shall be a member of the Corporation. Each director shall be elected
to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly
elected and qualified. The whole board shall be retired at its annual meeting, but shall be eligible for re-election if otherwise
qualified. The election may be by a show of hands unless a ballot be demanded by any member. The members of the Corporation
may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention
to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority
of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
VACANCIES, BOARD OF DIRECTORS
4. Vacancies on the board of directors, however caused, may, so long as a quorum of directors remain in office, be filled
by the directors from among the qualified members of the Corporation, if they shall see fit to do so, otherwise such vacancy
shall be filled at the next meeting of the members at which the directors for the ensuing year are elected, but if there is
not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the
number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall
thereby be deemed to have occurred, which may be filled in the manner above provided.
FORUM AND MEETINGS, BOARD OF DIRECTORS
5. A majority of the directors shall form a quorum for the transaction of business, except as otherwise required by law, the
board of directors may hold its meetings at such place or places as it may from time to time determine. No normal notice of
any such meeting shall be necessary if all the directors represent, or if those absent have signified their consent to the
meeting being held in their absence. Directors' meetings may be formally called by the President or Vice-President or by the
Secretary on direction of the President or Vice-President, or by Secretary on direction in writing of two directors. Notice
of such meeting shall be delivered, telephoned, faxed or telegraphed to each director not less than one day before the meeting
is to take place or shall be mailed to each director not less than two days before the meeting is to take place. The statutory
declaration of the Secretary or President that notice has been given pursuant to this b-law shall be sufficient and conclusive
evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at
an hour to be named and of such regular meeting no notice need be sent. A directors' meeting may also be held, without notice,
immediately following the annual meeting of the Corporation. The directors may consider or transact any business either special
or general at any meeting of the board.
ERRORS IN NOTICE, BOARD OF DIRECTORS
6. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make
void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may
ratify and approve of any or all proceedings taken or had thereat.
VOTING, BOARD OF DIRECTORS
7. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes,
the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at such meeting shall be taken
by a ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by
assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes
shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded
in favour of or against such resolution. In the absence of the President his duties may be performed by the Vice-President
or such other director as the board may from time to time appoint for the purpose.
POWERS
8. The directors of the Corporation 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 hereinafter
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. Without in any way derogating from the foregoing, the directors are expressly
empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares,
stocks, rights, warrants, options and other securities, lands, buildings and other property, movable, real or personal, or
any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they
may deem advisable.
REMUNERATION OF DIRECTORS
9. The directors shall receive no remuneration for acting as such.
OFFICERS OF CORPORATION
10. There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary-Treasurer
and such other officers as the board of directors may determine by by-law from time to time. One person may hold more than
one office except the offices of the President and Vice-President. The President and the Vice-President shall be elected by
the board of directors from among their number at the first meeting of the board after the annual election of such board of
directors, provided that in default of such election the then incumbents, being members of the board, shall hold office until
their successors are elected. The other officers of the Corporation need not be a member of the board and in the absence of
written agreement to the contrary, the employment of all officers shall be settled from time to time by the board.
DUTIES OF PRESIDENT AND VICE-PRESIDENT
11. The President shall, when present, preside at all meetings of the members of the Corporation and of the board of directors.
The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation.
The President with the Secretary or other officer appointed by the board for the purpose shall sign all by-laws and membership
certificates. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President,
and if the Vice-President, or such other director as the board may from time to time appoint for the purpose, exercises any
such duty or power, the absence or inability of the President shall be presumed with reference thereto.
DUTIES OF SECRETARY
12. The Secretary shall be ex officio clerk of the board of directors. He shall attend all meetings of the board of directors
and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required
to be given to members and directors. He shall be the custodian of the seal of the Corporation and all books, papers, records,
correspondence, contracts and other documents belonging to the Corporation which he shall deliver up only when authorized
by a resolution of the board of directors to do so and to such person or persons as such may be named in the resolution, and
he shall perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF TREASURER
13. The Treasurer, or person performing the usual duties of the Treasurer, shall keep full and accurate accounts of all receipts
and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in
the name and into the credit of the Corporation in such bank or banks as may from time to time be designated by the board
of directors. He shall disburse the funds of the Corporation under the direction of the board of directors, taking proper
vouchers therefore and shall render to the board of directors at the regular meetings thereof or whenever required of him,
an account of all his transactions as treasurer, and of the financial position of the Corporation. He shall also perform such
other duties as may from time to time be determined by the board of directors.
DUTIES OF OTHER OFFICERS
14. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board
of directors requires of them.
EXECUTION OF DOCUMENTS
15. Deeds, transfers, licences, contracts and engagements on behalf of the Corporation shall be signed by either the President
or Vice-President and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require
the same. Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation
by the resident, Vice-President, Treasurer or by any person authorized by the board.
The President, Vice-President, the directors, Secretary or Treasurer, or any one of them, or any person or persons from time
to time designated by the board of directors may transfer any and all shares, bonds or other securities from time to time
standing in the name of the corporation in its individual or any other capacity or as trustee or otherwise and may accept
in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred
to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute
and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the
appointment of an attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or
corporation.
Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the board of directors may at
any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract
or obligations of the Corporation may or shall be executed.
BOOKS AND RECORDS
16. The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation
or by any applicable statue or law are regularly and properly kept.
MEMBERSHIP
17. The membership shall consist of the applicants for the incorporation of the Corporation and such other individuals and
such corporations, partnerships and other legal entities as are admitted as members by the board of directors.
Members may resign by resignation in writing which shall be effective upon acceptance thereof by the board of directors.
In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable
by him to the Corporation prior to acceptance of his resignation.
Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the
members. Corporations, partnerships and other legal entities may vote through a duly authorized proxy.
Each member shall promptly be informed by the Secretary of his admission as a member.
DUES
18. There shall be no dues or fees payable by members except such, if any, as shall from to time be fixed by unanimous vote
of the board of directors, which vote shall become effective only when confirmed by a vote of the members at an annual or
other general meeting.
The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within 30
days of the date of such notice the members in default shall thereupon automatically cease to be members of the Corporation,
but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the board of directors.
ANNUAL AND OTHER MEETINGS OF MEMBERS
19. The annual or any other meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario
as the board of directors and on such day as the said directors shall appoint.
At every annual meeting, in addition to other business that may be transacted, the report of the directors, the financial
statement and the report of the auditors shall be presented and a board of directors elected and auditors appointed for the
ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business either
special or general without any notice thereof at any meeting of the members. The board of directors or the President or Vice-President
shall have power to call at any time a general meeting of the members of the Corporation. No public notice nor advertisement
of members' meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be
given to each member by sending the notice by pre-paid mail, fax or telegraph, ten days before the time fixed for the holding
of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members
of the Corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted
which the Corporation at annual or general meetings may transact.
ERROR OR OMISSION IN NOTICE
20. No error or omission in giving notice of any annual or general meeting or any adjourned meeting whether annual or general,
of the members of the Corporation shall invalidate such meeting or make void any proceeding taken thereat and any member 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 notice to any member director or officer for any meeting or otherwise, the address of any member,
director or officer shall be his last address recorded on the books of the Corporation.
ADJOURNMENTS
21. Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business
may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment
took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum
is present.
QUORUM OF MEMBERS
22. A quorum for the transaction of business at any meeting of members shall consist of not less than three members present
in person or represented by proxy; provided that in no case can any meeting be held unless there are two members present in
person.
VOTING OF MEMBERS
23. Subject to the provisions, if any, contained in Letters Patent of the Corporation, each member of the Corporation shall
at all meetings of members be entitled to one vote and he may vote by proxy. Such proxy need not himself be a member but before
voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents.
No member shall be entitled either by person or by proxy to vote at meetings of the Corporation unless he has paid all dues
or fees, if any, then payable by him.
At all meetings of members every question shall be decided by a majority of the votes of the members present in person or
represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided
in the first instance by show of hands unless a poll be demanded by any member. Upon show of hands, every member having voting
rights shall have one vote, and unless a poll be demanded a declaration of the Chairman that a resolution has been carried
or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie
proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution.
The demand may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes
given by the members present in person or by proxy and such poll shall be taken in such manner as the Chairman shall direct
and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question.
In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled
to a second or casting vote.
FINANCIAL YEAR
24. Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on the 31 day of
December in each year.
CHEQUES, ETC.
25. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation in such manner
as shall from time to time be determined by resolution of the board of directors and any one of the officers or agents may
alone endorse notes and drafts for collection and account of the Corporation through its bankers and endorse notes and cheques
for deposit with the Corporation's bankers for the credit of the Corporation, or the same may be endorsed "for collection"
or "for deposit" with the bankers of the Corporation by using the Corporation's rubber stamp for the purpose. Any one of such
officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and
the Corporation's bankers and may received all paid cheques and vouchers and sign all the bank's forms or settlement of balances
and release or verifications slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
26. The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other
financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from
time to time, only upon written order of the Corporation signed by such officer or officers, agent or agents of the Corporation,
and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may
be general or confined to specific instances. The institutions which may be so selected as custodians by the board of directors
shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable
for the due application of the securities so withdrawn from deposit or proceeds thereof.
NOTICE
27. Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the
Act, the letters patent, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if
delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at
his recorded address by prepaid air or ordinary mail, or if sent to him at his recorded address by any means of prepaid transmitted
or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or at
the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or
public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given
when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary
may change or cause to be changed the recorded address of any member, director, officer or auditor in accordance with any
information believed by him to be reliable.
BORROWING
28. The directors may from time to time
(a) borrow money on the credit of the Corporation; or
(b) issue, sell or pledge securities of the Corporation; or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book
debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any
other obligation or liability of the Corporation.
From time to time the directors may authorize any director, officer or employee of the Corporation or any other person to
make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and Form XV.14-Clause respecting distribution
of property to charity.
That upon the dissolution of the Corporation and after the payment of all debts and liabilities, the remaining property of
the Corporation shall be distributed or disposed of to charitable organizations or to organizations the objects of which are
beneficial to the community. As to the terms and conditions of the loan thereof, and as to the securities to be given therefore,
with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys
borrowed or remaining due by the Corporation as the directors may authorize, and generally to manage, transact and settle
the borrowing of money by the Corporation.
INTERPRETATION
29. 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 references to persons shall include firms and corporations.
Passed by the board of directors and sealed with the corporate seal this
___28th___ day of ____May______, 1990.
(Corporate Seal)
_________________________________
__________________________________________
President Secretary
Bonner T. Villabroza Zenaida Misa
RESOLUTIONS ATTACHED TO THE CONSTITUTUON AND BY-LAW
OF HAMILTON FILIPINO COMMUNITY CENTRE
March 26, 1990
Appointment of Officers
BE IT RESOLVED THAT:
The following be and they hereby appointed officers of the Corporation
President Bonner T. Villabroza
Secretary Zenaida Misa
Vice President Rolando Tanglao
Treasurer Ben Baliat
Corporate Seal
BE IT RESOLVED THAT:
The Corporate seal of the Corporation shall be in the form impressed hereon.
Registered Office
BE IT RESOLVED THAT:
The location of the registered office of the Corporation be and the same is hereby fixed, until changed. at 920 Upper Wentworth
Street, Hamilton, Ontario, L9A 5C2
By-Laws Nos.1 (General Business By-Law) and 2 (Borrowing By-Law)
BE IT RESOLVED THAT:
the President and the Secretary be and they are hereby authorized and directed to sign the General Business by-law being By-Law
No.1 and the borrowing by-law being By-Law No. 2 of the by-laws of the Corporation and to affix the corporate seal of the
Corporation thereto.
By-Law No. 3 (Banking By-Law)
BE IT RESOLVED THAT:
the President and the Secretary be and they are hereby authorized and directed to sign the Banking by-law No. 3 of the by-laws
of the Corporation and to affix the corporate seal of the Corporation thereto.
The objects for which the corporation is incorporated are:
To establish and operate a community centre in Hamilton-Wentworth, providing workshops, programs, athletics, drama, art, music,
handicrafts, hobbies and recreation for the benefit of the general public.
The eleven founding members in alphabetical order as submitted to Ministry of Consumer and Commercial Relations are:
1. Ben Baliat
2. Elizabeth Burgie
3. Dr. Flordicante Cabilan
4. Natividad Dayap
5. Dr. Roland Estrabillo
6. Zenaida Misa
7. Dominador Nuesca
8. Leonardo Paule
9. Natalio Sadsad
10. Rolando Tanglao
11. Boanerjes Villabroza
LETTER PATENT or REGISTRATION PAPERS RECEIVED: JUNE 1990 and Presented to the Board of Directors - June 25, 1990
December 5, 1990 - Mr. Rolando Tanglao tendered his resignation. The interim Board approved the inclusion of Dr. Flordicante
Cabilan to serve as Chairman of Board in a ceremonial capacity role.
The two-year term (1991 & 1992) Boards of Directors on a voluntary capacity are: Bonner Villabroza, Ben Baliat, Elizabeth
Burgie, Naty Dayap, Len Paule, Dom Nuesca, Erlin Portillo, & Zeny Misa. The remaining six will be named by the four supporting
registered associations later as their time come to term.
RESOLUTIONS:
February 14, 1993
At the first general membership meeting held at Valley Park Community Centre, Paramount Drive, Stoney Creek, the following
resolutions were passed:
1. Resolved: The affairs of the Corporation shall be managed by nine directors elected by the HFCC general membership and
two representatives from each four supporting associations, PCA, PICAH, FILCAN and HFCSA.
2. Resolved: The Board Members within two weeks after it is formed must elect the Executive Officers among themselves.
3. Resolved: The building committee, headed by Dom Nuesca, Len Paule and Dr. Dodong Cabilan will devote their time to look
for appropriate building to serve as the Hamilton Filipino Community center.
April 24, 1994
At the second general membership meeting held at Valley Park Community Centre, Paramount Drive, Stoney Creek, the following
resolutions were passed:
1. Resolved: The purchase of 1275 King St. E., an old Teppit Richardson Moving/Storage warehouse through public Auctions for
$106,000.00. Purchase date September 14, 1993 and closed October 14, 1993. Paid cash ($70,000.00 bingo fund & $36,000.00 general
account)
2. BE IT RESOLVED THAT:
the location of the registered office of the Corporation be and the same is hereby fixed, at 1275 King Street East, Hamilton,
Ontario, L8M 1G8
March 18, 1995
At the third general membership meeting held at the Hamilton Filipino Community Center, 1275 King St. East, the following
resolutions were passed:
1. Results of election for two-year term (1995 & 1996) Boards of Directors were submitted. Elected are: Dr. Flordicante Cabilan,
Bonner Villabroza, Ben Baliat,
Naty Dayap, Len Paule, Dom Nuesca, Erlin Portillo, Vina Sibayan and Rey Guibao. The remaining 6 will be named by the 4 supporting
registered associations later as their time come to term.
2. Resolved: No one person shall become a President and Chairman of the Board at the same term
3. Feasibility study of considering "Federation" of all associations and clubs within the Hamilton-Wentworth region as an
alternative to the present organizational structure of the present Board was approved and results to be
presented to the next year's general membership meeting.
April 28, 1996
At the fourth general membership meeting held at the Hamilton Filipino Community Center, 1275 King St. East, the following
resolutions were passed:
1. Resolved: Acceptance of the United Filipino Canadian Senior Association of Hamilton as one body to represent the Filipino
senior community members as opposed to the former two Filipino senior associations.
2. Resolved: The feasibility study of considering "Federation" of all associations and clubs within the Hamilton-Wentworth
region as an alternative to the present
organizational structure of the present Board was voted down.
3. Resolved: The affairs of the Corporation shall be managed by nine directors elected by the HFCC general membership, two
representatives from each of the three original participating associations, PCA, PICAH, and UFCSAH, two from each association
or club that has at least 100 paid members, and one from each association or club that has at least 25 paid members.
1997 - No general membership meeting.
1998 - Meeting was held but, no minutes recorded.
At the 5th general membership meeting held at the Hamilton Filipino Community Center, 1275 King St. East, the following resolutions
were passed:
1. Resolved: That HFCC will host the one hundreth year celebration of Philippine Independence with the full support of all
member associations.
April 24, 1999
At the 6th general membership meeting held at the Hamilton Filipino Community Center, 1275 King St. East, the following resolutions
were passed:
Resolved:
May 14, 2000
At the eight general membership meeting held at The Hamilton Filipino Community Centre, 1275 King St. E., Hamilton, the following
resolutions were passed:
1. Resolved: Treasurer's report was reviewed and accepted. Current bank balance is a total of $120,610.14, combined General
and Bingo accounts combined
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