Constitution & By-Laws Main Page: Estonian Events
ESTONIAN CHURCH FOUNDATION
The Name of this Society shall be "Estonian Church Foundation", (hereinafter referred to as the "Foundation.")
The objects of the Foundation are as follows:
(a) To provide, operate and maintain a building or buildings, and facilities for public worship, congregational and community activities for persons of Estonian racial origin who are of the Evangelical-Lutheran faith or the Greek-Orthodox faith.
(b) To hold, maintain, improve, develop, operate or to lease, charter, hire, sell or otherwise deal with or turn to account any real or personal property of the Foundation or which, in the opinion of the Directors, may be advantageously maintained, improved, developed or operated by the Foundation.
(c) To compile and publish statistics in newspapers, magazines, journals, pamphlets and such other publications of whatsoever nature, as the Foundation or its Directors may from time to time determine.
(d) To carry out all or any of the objects or purposes of the Foundation and to do all or any of the above things as Principals, Agents, Directors or otherwise, and either alone or in conjunction with others.
(e) To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Foundation.
(f) Subject to the Provisions contained in Clause 10 of the Societies Act or borrow, raise and secure the payment of money in such manner as it seem fit, and in particular by the issue of bonds, debentures or other securities charged upon the whole or any part of the assets of the Foundation.
(g) The principal place of business of the
Association will be within the City of Vancouver, Province of British Columbia but that the operation of the Foundation will be carried out within the Province of British Columbia.
DATED at Vancouver, B.C. this 2nd day of August, A.D. 1962.
ESTONIAN CHURCH FOUNDATION
ARTICLE I- MEMBERSHIP
(a) There shall be two classes of membership in the ESTONIAN CHURCH FOUNDATION (hereinafter called the "Foundation"): namely, voting members and honorary members, provided that the number of honorary members shall not exceed the number of voting members.
(b) Voting Members - Only an individual of Estonian racial origin or an individual married to a person of Estonian racial origin or an individual who is the issue of at least one parent of Estonian racial origin, and who is of the Evangelical-Lutheran faith or of the Greek-Orthodox faith, shall be eligible to be a voting member of the Foundation, provided that no person or individual whatsoever shall be eligible to be a voting member of the Association without first having been approved for such membership by a majority of the Board of Directors of the Foundation.
(c) Honorary Members - Honorary membership may be extended to individuals who, in the opinion of the Directors of the Foundation, have performed distinguished or notable service for the Foundation or the Estonian Community in general; and no religious or racial qualification shall be required of any honorary member provided that honorary members shall enjoy all the privileges of membership except the right to vote and to hold office.
(d) Membership in the Foundation whether a voting membership or honorary membership shall not be transferable.
(e) Every application for voting membership shall be in such form and detail as may be prescribed by the Directors and shall contain a promise and agreement that if admitted to membership the applicant will conform to all the provisions of the By-Laws, Constitution and all other regulations and requirements regarding membership including the prompt payment of any dues, assessments or fees which may be levied by the Directors.
(f) A voting member or honorary members may terminate his membership on written application to the Directors of the Foundation, and, on the death of any member, whether voting or honorary, his membership shall be deemed to have terminated on the day of his death.
ARTICLE II - DUES AND ASSESSMENTS
The annual dues or assessments and all other dues and assessments payable by voting members shall be determined from time to time by the Directors of the Foundation.
ARTICLE III - MEETINGS AND VOTING RIGHTS
(a)The annual general meeting of the Foundation shall be held in the month of February in each and every year.
(b) Special general meetings may be held at any time and place at the call of the Executive Council or on a written request signed by not less than twenty-five (25) voting members in good standing; such special general meeting to be called within one (1) month of the said written request having been made.
(c) Not less than fourteen (14) days written notice shall be given to each voting member of any general meeting; such notice to give the date, time, place and purpose for which the meeting is called. One-half of the voting members shall constitute a quorum for the transaction of business at any general meeting of the Foundation provided that if a quorum is not present, the Chairman of the meeting shall adjourn such meeting for one-half hour and then re-convene the meeting, and in such event, ten (10) voting members in good standing shall constitute a quorum for the transaction of business at the meeting.
(d) The following powers of business only shall be transacted at a general meeting of the Foundation:
(i) Consideration and approval of annual reports and budgets.
(ii) Appointment of auditors and solicitors.
(iii) Purchase, sale or disposal of real properties owned or controlled by the Foundation.
(iv) To mortgage, hypothecate or encumber any property owned by the Foundation, or to borrow any sum in excess of Five Thousand Dollars ($5,000.00) in respect of any one matter.
(v) To become a member in any other Society or organization.
(e) Every voting member shall have the right to one (1) vote upon all questions brought before the Foundation for action and decision in a general meeting. All questions at the general meeting shall be decided by a majority vote unless by law or by the By-Laws of the Foundation a greater majority is required. In the event of an equality of votes, the Chairman of the meeting shall have a second vote. Votes need not be taken by ballot but a vote by ballot shall be taken on any question if demanded by ten (10%) per cent of the voting members present or represented at the meeting, or if directed by the Chairman of the meeting. All votes taken by ballot shall be taken in such a manner as the Chairman shall direct.
(f) Every voting member shall be entitled to vote either personally or by proxy. Any other voting member of the Foundation may act as a proxy if duly appointed in writing. An instrument appointing a proxy shall be in such form as the Executive Council may direct.
ARTICLE IV - OFFICERS AND DIRECTORS
(a)The Officers of the Foundation shall be a President, a Vice-President, a Secretary and a Treasurer.
(b) Subject to the provisions of the within By-Laws, the general administration and affairs of the Foundation shall be conducted by a Board of eleven (11) Directors 9 of whom shall be elected as hereinafter set forth at the annual general meetings of the Foundation and shall take office immediately following their election, and two (2) being appointed by the Evangelical-Lutheran Congregation and by the Greek-Orthodox Congregation respectively.
(c) A total of fifteen (15) Directors shall be elected for a term of three (3) years. Due to the amendments to the By-Law, the General Meeting of the Foundation held on February 12th, 1974 shall hereafter be considered as the first annual general meeting of the Foundation.
(d) At the end of said term of three (3) years, two-thirds (2/3) of the said Directors shall continue in office for a further year, and the remaining one-third (1/3) shall be elected at the fourth annual general meeting of the Foundation for terms of three (3) years. The names of the two-thirds (2/3) of the first Directors to remain in office shall be determined by a draw.
(e) One-third (1/3) of the Directors elected at the first annual general meeting of the Foundation shall continue to hold office for a fifth year subsequent to their respective election and one-third (1/3) of the said Board of Directors shall be elected at the fifth annual general meeting of the Foundation for terms of three (3) years. The names of the Directors to continue to hold office for the fifth year shall be determined by a draw.
(f) Every Director elected at the fourth and fifth annual general meeting of the Foundation and at every annual general meeting thereafter, shall hold office for a period of three (3) years from the date of his election so that it shall not be necessary to elect more than one-third (1/3) of the total of the Board of Directors in any one (1) year.
(g) The duly elected Council of the Evangelical-Lutheran Congregation and the duly elected Council of the Greek-Orthodox Congregation shall each appoint one (1) Director to the Board of the Foundation.
(h) Each Director shall be a voting member of the Foundation in good standing. This requirement shall apply to the elected and also to the appointed Directors of the Foundation.
(i) Casual vacancies on the Board of Directors may be filled by appointment of the Board and a Director so appointed shall hold office for the unexpired term of the vacating Director.
(j) Meetings of the Directors may be held at any time at the discretion of the Executive Council but not less than twice in each calendar year and at any place on at least two (2) days notice given by telegram or telephone or four (4) days notice given by post to each of the Directors. Meetings of the Directors may also be held without formal notice if all of the Directors are present or if those absent have waived their right to notice, and consent to the holding of the meeting.
(k) Special meetings of the Directors may be held on receipt by the Executive Council of a written request of at least ten (10) Directors of the Foundation. On receipt of such request the said Executive Council shall call a meeting of the Board of Directors within ten (10) days therefrom.
(l) All questions arising at meetings of Directors shall be decided by a majority vote. Each Director present shall have one (1) vote. In the event of an equality of votes, the Chairman of the meeting shall have a second vote in addition to his vote as a Director.
(m) A resolution assented to and adopted by in writing under the hands of all Directors though not passed at a Directors’ meeting shall be of the same force and effect as if it had been duly passed at a duly constituted Directors’ meeting.
(n) All acts done by any meeting of the Directors, or by any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of such Directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified as a Director.
(o) Eight (8) Directors present at any meeting of the Directors shall constitute a quorum for the doing and passing of business at such meeting.
(p) The aforesaid Officers shall be appointed by the Board of Directors for a term of two (2) years.
(q) The President of the Foundation appointed by the Board of Directors shall serve as Chairman of the Board of Directors.
ARTICLE V - EXECUTIVE COUNCIL
(a)The Executive Council shall include the following officers as appointed by the Board of Directors as aforesaid:
(b) In addition to the aforesaid Officers the Board of Directors shall designate one (1) person, being a voting member of the Foundation in good standing, but not a member of the Board of Directors, to be a member of the Executive Council.
(c) The President shall serve as the President of the Executive Council.
(d) The President shall be the Executive Officer in the Foundation and shall see that the Articles of Incorporation, By-Laws, and Orders of the Foundation are observed and enforced; shall preside at all meetings of the Foundation and of the Board of Directors; shall appoint all special and standing committees except those special and standing committees whose personnel are specifically named by a vote of members or of the Board of Directors or of the Executive Council; shall be an ex officio member of all the committees and shall perform the usual duties incident to this office in the direction of day to day activities of the Foundation.
(e) The Vice-President shall, in the absence of the President, act in his place.
(f) The Secretary shall keep a permanent record of all meetings of the Foundation, of the Board of Directors, and of the Executive Council; shall have charge of all the books, records and correspondence of the Foundation and shall at the expiration of his term of office, deliver all records, books, etc. to his successor and shall perform the usual duties incident to his office.
(g) The Treasurer shall be the custodian of all funds of the Foundation; shall receive all dues and other collections and shall pay such bills as are authorized by the Executive Council or the Board of Directors and shall submit written report and account for all transactions of his office at the annual general meeting of the Foundation and shall at the expiration of his term of office deliver all records, books, accounts and funds to his successor and shall perform the usual duties incident to his office.
(h) The Executive Council shall meet at the call of the President to consider, act upon, and determine matters pertaining to the administration of the internal affairs of the Foundation that require action during the interim between the meetings of the Board of Directors and to consider and act upon and determine such business, functions, things and matters as are from time to time referred to it by the Board of Directors provided however that the Board of Directors may at any time before the Council has finally acted upon or determined any matter or thing theretofore referred to it withdraw such matter or thing from the consideration and authority of the Executive Council. Without restricting the generality of the foregoing the duties of the Executive Council shall include:
(i) Maintaining a registry of membership;
(ii) Presentation of reports and proposals to the Board of Directors and to the annual general meeting;
(iii) Execution and administration of the resolutions adopted by the annual general meeting;
(iv) Keeping a full and accurate transcript of the proceedings of the Executive Council meetings;
(v) To care and provide for the property of the Foundation and to administer same;
(vi) To keep a true and accurate record of the financial transactions of the Foundation;
(vii) To co-ordinate and assign work to standing and other committees;
(viii) To hire and discharge employees of the Foundation and to arrange for remuneration for such employees.
ARTICLE VI - AUDITORS AND ACCOUNTS
(a)The accounts of the Foundation shall be audited each year by Auditors appointed by resolution of the members at each annual general meeting; such Auditors to be three (3) voting members appointed for a term of one (1) year; such voting members elected as Auditors of the Foundation may be Directors of the Foundation but shall not hold any office of the Foundation nor be members of the Executive Council nor members of any standing or other committee entrusted with financial or property matters.
(b) The fiscal year of the Foundation shall be the calendar year. A balance sheet as of the end of the preceding fiscal year and a statement of revenue and expenditures for such year together with a report of the Auditors thereon shall be presented to each annual general meeting.
ARTICLE VII - SEAL
The seal of the Foundation shall not be affixed to any instrument except by authority of a resolution of the Board of Directors or an ordinary resolution of the members of the Foundation, or a resolution of the Executive Council, whether previous notice has been given or not, in the presence of such Officers of the Foundation as may be prescribed in and by any such resolution, or (if no Officers are prescribed by the resolution) in the presence of any two (2) of the following:
The President, the Vice-President,
the Secretary or the Treasurer.
ARTICLE VIII - COMMITTEES
(a)Except as herein specifically provided, during the course of the first meeting of the Board of Directors in each year, the Board shall appoint after duly considering proposals from the Executive Council and from the annual general meeting, such standing and special committees as the Directors may in their discretion determine. The duties of such standing or special committees or otherwise shall be determined by the Board of Directors on appointment.
(b) Notwithstanding anything to the contrary herein contained, a Stewardship Committee shall be maintained independent of and unregulated by the Board of Directors. Such Committee shall be composed of the President; the Minister in charge of the Evangelical-Lutheran Congregation, or his duly authorized representative, together with the Minister in charge of the Greek-Orthodox Congregation or his duly authorized representative.
(c) The Stewardship Committee shall be obliged to see and supervise the church building or buildings or parts thereof so that such building or buildings or parts thereof are not abused by illegal or indecorous activities. The Stewardship Committee shall have all necessary power and authority, subject only to directions from a general meeting of the Foundation, in order to carry out the aforesaid duties.
(d) There shall be constituted and maintained a Finance Committee chaired by the Treasurer of the Foundation. This Committee shall be obliged to devise and put into effect ways and means to gather needed funds in a systematic manner for the erection of a church building or buildings and for maintenance of the Foundation’s property. Such Committee shall also advise the Treasurer of the Foundation in handling and investing the Foundation’s funds.
(e) There shall be maintained and constituted a Property Committee which shall provide for the proper care and protection of all property of the Foundation and see that the same is maintained in good and sufficient repair. Such Committee shall be charged with the administration of the church and other buildings and without restricting the generality of the foregoing shall:
(i) Allocate the use of worship area between the two congregations, marriage, funeral and baptismal services and sacred concerts as the need arises.
(ii) Allocate the use of congregational areas for various congregational activities as the need arises specifically for the following purposes:
(a) Congregational meetings;
(b) Meetings of the Foundation or its Committees or divisions;
(c) Plays and play rehearsals;
(d) Folk dance rehearsals;
(e) Choir practices;
(f) Boy scout and girl guide activities;
(g) Sunday schools;
(h) And any other purposes which do not contravene the activities specifically prohibited by the Stewardship Committee.
ARTICLE IX - AMENDMENTS
The within By-Laws may be amended by extraordinary resolution passed by a 2/3 vote of the voting members present at a regular or specifically called general meeting of the Foundation. Written notice of any proposed amendment giving such amendment in full together with the date of the meeting at which action will be taken must be filed with the Secretary and mailed to each voting member of the Foundation at least fourteen (14) days prior to the date of the meeting.
ARTICLE X - MISCELLANEOUS
Any voting member shall at all reasonable time during normal business hours be entitled to inspect the books and records of the Foundation at the duly constituted office of the Foundation.
DATED at Vancouver, British Columbia, this 2nd day of August, A.D. 1962.
VANCOUVER ESTONIAN ORGANIZATIONS:
Eesti Kultuuri Ühing Kanadas (Society for the Advancement of Estonian Studies) - Chair Juta Kitching. A non-profit society they hold educational gatherings with speakers every month. Authorized to issue charitable tax receipts. Contact: Juta Kitching at 6520 Oak Street, Vancouver, B.C. V6P 3Z2 - email@example.com EESTI KULTUURI ÜHING KANADAS
Estonian Archives in Vancouver - The mission of EAV is to collect, store and preserve archival materials connected with persons of Estonian descent and their offspring as well as with Estonian organizations and companies in British Columbia, so that these materials would be available for future researchers. The aim of EAV is to guarantee the preservation of these materials in accordance with the archival principles laid out in the 1999 Manual for Small Archives of the Archives Association of British Columbia. In 2000 the Society for the Advancement of Estonian Studies in Canada (SAESC) decided, in agreement with the Vancouver Estonian Society (VES), to set up the Estonian Archives in Vancouver (EAS) as a non-profit organization to be run by volunteers. Its constitution and other necessary documentation were completed by the fall of 2005. Website: http://eav-bcca.balther.net/?id=10029 Contact: Teas Tanner firstname.lastname@example.org
Estonian Church Foundation - a Society under the B.C. Societies Act which operates to maintain a building and church for the purpose of worship and cultural activities (mainly) by Estonians and their descendants of either the Evangelical-Lutheran or Greek-Orthodox faith. Can issue charitable tax receipts. Contact: Chair, Thomas Pajur, 6520 Oak Street, Vancouver, B.C. V6P 3Z2.
Estonian Orthodox Church - Non-profit organization. People of Greek-Orthodox faith, like St. Peter's Lutherans are loosely associated with the Estonian Church Foundation. Services are conducted about 6 times a year at 6520 Oak Street, Vancouver, B.C. V6P 3Z2. They issue charitable tax receipts. Isa Stefan lives in San Diego, CA. and Bishop Aiden resides in Washington state. Contact: email@example.com or firstname.lastname@example.org Alar Suurkask's telephone is: 604-531-6771.
Keerutajad folkdancing group is an independent organization, with no official status. They practise every Monday night Spring, Fall and Winter. Group rents space from the Church Foundation. Contact: Enno Paat at home Tel. 604-465-7843.
Kuldne Klubi (Estonian Senior Citizens Association of Vancouver) - Edda Davis is the Chair. Society is a non-profit, non-political and non-religious organization set up to help members adjust to old age problems and to organize national, educational, patriotic and artistic activities. They meet every second Wednesday in Spring, Fall and Winter. Contact: Edda Davis, 6520 Oak Street, Vancouver, B.C. V6P 3Z2, Home Tel. 604-922-3755
St. Peter's Estonian Evangelical Lutheran Church in Vancouver is an incorporated society and a registered charity able to issue tax receipts. Services every Sunday at 6520 Oak Street, Vancouver, B.C. V6P 3Z2 Tel. Church Office: 604-263-1802 Chair: Mivi Puusepp
Vancouveri Eesti Selts - official name "Estonian Society" a Society and legal entity that simply rents space from Estonian Church Foundation. Eesti Selts is a non-profit cultural society that puts on several events each year including Jaanipäev at its Mission property 'Mäeotsa' each June. Kilplased, the younger folk-dancers belong under the auspices of Eesti Selts. Postipoiss is published quarterly by Eesti Selts for its members. The Library also is a part of their jurisdiction. Cannot issue tax receipts. Its bylaws are online at Eesti Selts/Estonian Society Chair, Olev Rumm. Address: 6520 Oak St., Vancouver, B.C. V6P 3Z2 - email: email@example.com