BY-LAW No. 1

THE NILE ASSOCIATION OF ONTARIO (TORONTO)

BEING THE CONSTITUTION OF THE MEMBERS OF THE NILE ASSOCIATION OF ONTARIO (TORONTO) BE IT ENACTED AS A BY-LAW OF TIHE NILE ASSOCIATION AS FOLLOWS

ARTICLE I

HEAD OFFICE AND SEAL.

• 1.1 The Head Office of the Corporation will be in the City of Toronto, in the Municipality of Metropolitan Toronto, in the Province of Ontario and at such place herein as the Directors may from time to time determine.
• 1.2 The seal, an impression whereof is stamped in the margin hereof, shall be the Corporate Seal of the Corporation , and shall kept in trust with the Secretary.

ARTICLE II

PURPOSE AND OBJECTIVES.

• 2.1 To promote and enhance the social coherence among the Canadian Egyptian Community.
• 2.2 To provide assistance, help and guidance to new Egyptian immigrants.
• 2.3 To maintain, preserve and promote the Egyptian culture.
• 2.4 To strengthen the economic base of the club members.
• 2.5 To pay special attention to the social and cultural well being of the Egyptian youth.
• 2.6 For the object aforesaid to accept donation, gifts, legacies and bequests.

ARTICLE III

BOARD OF DIRECTORS.

• 3.1 The affairs of the Corporation will be managed by a board of seven directors, each of whom at the time of his election must be a member of the Corporation for not less than one year and being active in one of the club committees for at least six months. No member of the Board shall remain in office if his membership of the Corporation ceases or is terminated for any reason.
• 3.2 The Board shall then elect four of its members as President, Treasurer, Vice President and Secretary for a two year term. To assure continuity, the members of the Board are empowered to reassign any of its members to the said positions. Each director shall be elected to hold office for three years term.
• 3.3 Each director shall be elected to hold office until the next annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified.
• 3.4 Two and/or three members shall retire at each annual meeting but shall be eligible for re-election for a maximum of two consecutive terms.
• 3.5 The election may be by secret ballot only.
• 3.6 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.
• 3.7 No more than one member of any family is allowed to serve on the Board of the Directors.

VACANCIES

BOARD OF DIRECTORS

• 4.1 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 it fit to do, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors f or 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.
• 4.2 If the number of directors is increased between the terms, a vacancy or vacancies, to the number authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided,
• 4.3 Board members who resign between general meetings are not eligible for re-election.

QUORUM AND MEETINGS

BOARD OF DIIRECTORS.

• 5.1 A majority of the directors shall form a quorum for the transaction of business.
• 5.2 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 formal notice of any such meeting shall be necessary if all the directors are present or if those absent have signified their consent to the meeting being held in their absence.
• 5 . 3 (A) Directors' meetings may be formally called by the President or vice-president, or by the Secretary on direction in writing of two directors. (B) Notice of such meetings shall be delivered, telephoned, or telegraphed to each director no less than one day before the meeting is to take place or shall be mailed to each director not less than one week before the meeting is to take place, (C) The statutory declaration of the Secretary or the president that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of such notice.
• 5.4 The Board may appoint a day or days in any month or months, f or regular meetings at an hour to be named and of such regular meetings no notice need be sent.
• 5.5 A directors' meeting may also be held, without notice immediately following the annual meeting of the Corporation.
• 5.6 The directors may consider, or transact any business either special or general at any meeting of the Board.
• 5.7 Upon a second consecutive absence of a board member from a board meeting without a reason acceptable by the Board, the absentee will be advised that upon the third absence he will be notified of the termination of his position on the board.
• 5.8 The Board of Directors has the authority to terminate the duties of a board member, by two-thirds majority vote.
• 5. 9 Such action by the Board shall require placing the item of termination of duties on the agenda of a regular Board meeting, notice of which shall be sent by registered mail to all the members of the Board at least ten days prior to the meeting.

ERRORS IN NOTICE

BOARD OF DIIRECTORS

• 6.1 No error or omission in giving such notice for a meeting of directors shall invalidate such a meeting 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. 1 Questions arising at any meeting of Directors shall be decided by a majority vote.
• 7.2 In case of an equality vote, the Chairman, in addition to his original vote, shall have a second or casting vote.
• 7.3 All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demands be made, the vote shall be taken in the usual way of assent or dissent.
• 7. 4 A declaration by the Chairman that a resolution has been carried and 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 favor of or against such resolution.
• 7.5 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
• 7.6 The President may conduct a vote by mail or telephone among board members on a specific issue if a meeting is not deemed necessary. The result of any such vote, must be declared at the next board meeting.
• 7.7 Proxy votes may not be exercised at Board meetings.

RENUMERATION OF DIRECTORS.

• 9. 1 The Directors shall receive no remuneration for acting as such.

OFFICERS OF THE CORPORATION.

• 10.1 There shall be a President, a vice-president, a Secretary and a Treasurer, Only the vice-president may fill the position of the Secretary as well and such other officers as the Board of Directors may determine by by-law from time to time.
• 10.2 one person may hold more than one of f ice except the of f ice of President.
• 10.3 The President and vice-president shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual elections 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 members 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.

• 11.1 The President shall, when present, preside at all meetings of the Corporation and of the Board of Directors.
• 11.2 The president shall also be charged with the general management and supervision of the affairs and operations of the Corporation.
• 11.3 The President with the Secretary or officer appointed by the Board for the purpose shall sign all by-laws and membership certificates.
• 11,4 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, exercise any such duty or power in the absence or inability of the President shall be presumed with reference hereto.
• 11.5 The Board of Directors may deem it advisable from time to time to pass or amend by-laws of the Association. Such action shall require a two-third majority vote of the Board of Directors members at a special Board meeting convened for that purpose or whenever deemed necessary.

DUTIIES OF TBE SECRETARY.

• 12. 1 The Secretary shall be ex-officio clerk of the Board of Directors.
• 12.2 He shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for the purpose.
• 12.3 He shall give all notices required to be given to members and to directors.
• 12.4 He shall be custodian of the seal of the Corporation and of 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 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.

DUTIIES OF THE TREASURER.

• 13. 1 The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of accounts and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the Board of Directors.
• 13.2 He shall disburse the funds of the Corporation under the direction of the Board of directors, taking proper vouchers thereof and shall render to the Board of Directors at regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Corporation.
• 13.3 He shall also perform such other duties as may from time to time be determined by the Board of Directors.

DUETIES OF OFFICERS

• 14.1 The duties of all other officers of the Corporation are such as the terms of their engagement call for or the Board of Directors requires them.

EXECUTION OF DOCUMENTS.

• 15.1 Deeds, transfers, licenses, 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 attrix the Seal of the Corporation to such instruments as requires the same.
• 15.2 Contracts in the ordinary course of the Corporations operations may be entered into on behalf of the Corporation by the president, Vice-president, Treasurer or by any other person authorized by the Board.
• 15.3 The President, Vice-president the Directors, Secretary or Treasurer, or any of them when authorized from time to time 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 its individual or any other capacity or as trustee or otherwise and may accept in the name, and on behalf, of the Corporation transfer 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 acceptance 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 attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
• 15.4 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 shall be executed.

BOOKS AND RECORDS

• 16.1 The Directors shall see that all necessary books and records of the Corporation or by any applicable statute or law are regularly and properly kept.
• 16.2 A copy of the by-laws charter must be made available to all members attending the annual General Meeting, and to all members upon request.

ARTICLE IV

MIEMBERSHIP

• 17.1 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, To be accepted for membership in the Corporation, a new member must submit an application sponsored by three members of good standing and the application must be approved 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 any 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 and associated members have no right to vote.
• 17.3 each member shall promptly be informed by the Secretary of his admission as a member.
• 17.4 Membership is open to persons of Egyptian origin and/or their spouses all others could be admitted as associate members.

DISCIIPLINE

• 18. 1 When the conduct of a member on the club's premises is, in the judgment of the general manager or of an assistant, prejudicial, such officer is authorized to temporarily suspend the member's membership rights and to cause the member to be removed from the club premises, The officer will report the occurrence to the Board, which is authorized to take such action as it deems proper.
• 18.2 After a member has been posted by the Board for non-payment of an amount owing to the club and the amount remains unpaid after written notice of the posting has been mailed to the member, the Board is authorized to take such further action as it deems proper.
• 18.3 When a member has been suspended or expelled, the member shall be debarred from all the privileges of the club.
• 18.4 In the exercise of its powers the Board may suspend a member for a definite or indefinite time or may expel a member, where a complaint against a member is one that may invoke expulsion from the club, a written notice shall be given to the member stating the complaint and a date not less than fifteen days after the mailing of the notice, upon which the Board will meet and deal with the complaint and the member may reply to the complaint by written submission or by attending in person before the Board on the date specified.
• 18.5 All notices, communications -and accounts from the club to a member will be sufficiently and validly given if sent by mail, postage prepaid and addressed to the member at the address of the member appearing on the club's records.

DUES

• 19.1 There will be no dues or foes payable by members except such, if any, as shall from time 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 a an annual meeting or other general meeting.
• 19.2 The Secretary shall notify the members of the dues or fees at any time payable by them and, if they are not paid within thirty days or the date of such notice the member in default shall thereupon automatically cease to be a member of the Corporation, but any such member may upon payment of all unpaid dues or fees be reinstated by unanimous vote of the Board of Directors.

ANNUAL AND OTHER MEETINGS OF THE MEMBERS.

• 20.1 The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the Board of Directors may determine and on such day as the said directors shall appoint.
• 20.2 At the annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented and directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed.
• 20.3 The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.
• 20.4 The Board of Directors or the President or the vice-president shall have the power to call at any time a general meeting of the members of the Corporation.
• 20.5 No public notice of advertisement of members meeting, 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 prepaid mail 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 at any place without such notice if all the members of the corporation are present thereat duly appointed, and at such meeting any business may be transacted which the Corporation at annual or general meetings may transact.

ERRORS OR OMISSIONS IN NOTICE .

• 21. 1 No error or omission in giving notices 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 proceedings taken thereat and any member may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat,
• 21.2 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.

ADJOURNMEENT.

• 22.1 Any meeting of the Corporation or of the Directors may be adjourned to any time and from time to time and such business may be transferred at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.
• 22.2 No notice shall be required of any such adjournment.
• 22.3 Such adjournment may be made notwithstanding that no quorum is present.

QUORUM OF MEMBERS.

• 23.1 When notice of an annual meeting is properly given to the members, a Quorum for the transaction of business at any meeting shall consist of not less than twenty-five or one third of the registered members, whichever is the less number, present in person, provided that no fewer than four members of the Board of Directors are present. Should the number of attendees be less than twenty-five then the meeting shall be adjourned for thirty minutes then the meeting shall reconvene and the members attending shall constitute a Quorum.

VOTING OF MEMBERS

• 24.1 Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one vote..
• 24.2 No member shall be entitled to vote at meetings of the Corporation unless he has paid all dues or fees, if any, then payable by him.
• 24.3 At all meetings of members every question shall be decided by a majority of the votes of the members present in person.
• 24.4 Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member.
• 24.5 Upon a show of hands, every member having voting rights shall have one vote, and unless a poll demanded a declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facia proof of the fact without proof of the number of proportion of the votes accorded in favor of or against such resolution.
• 24. 6 The demand for a poll may be withdrawn, but if a poll be demanded an not withdrawn the question shall be decided by a majority of the votes given by the members present in person and such poll shall be 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.
• 24.7 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.
• 24.8 Proxy votes shall not be exercised at the annual Meeting.

FINANCIAL YEAR

• 2 5. 1 Unless otherwise ordered by-the Board of directors, the fiscal year of the Corporation shall terminate on the 31st day March in each year.

CHEQUES ETC.

• 26. 1 All cheques, bills of exchange or other orders f or the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be 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 any am e of such officers or agents may alone endorse notes or drafts for collection on 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 11 for deposit 11 with the bankers of the Corporation by using the Corporations rubber stamp for the purpose.
• 26.2 Any one of such officers or agent may arrange, settle, balance and certify all books and accounts between the corporation and the Corporations bankers and may receive all cheques and vouchers -and sign all the banks forms or settlement of balances and releases or verification slips.

DEPOSIT OF SECURITIES FOR SAFEKEEPING

• 27.1 The securities of the Corporation shall be deposited for safekeeping with one and more bankers, trust companies or other financial institutions to be selected by the board of Directors.
• 27.2 Any and all securities so deposited may be withdrawn, from time to time, only upon written order of the Corporation signed by such 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 confirmed to specific instances.
• 27.3 The institutions which may be so selected as custodians of 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 the proceeds thereof.

NOTICE

• 28.1 Whenever under the provisions of the by-laws of the corporation, notice is required to be given, such notice may be given either personally or telegraphed or by depositing same in post off ice or a public letter box, in a prepaid sealed wrapper and addressed to the director, officer or member at his or their address as the same appears on the books of the Corporation.
• 28.2 A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter box as aforesaid, or if telegraphed shall be held to be sent when the same was handed to the telegraph company or its messenger. For the purposes of sending any notice the address of any member, director or officer shall be his last address as recorded on the books of the Corporation.

BORROWING

• 29.1 The Directors may from time to time: (a) borrow money on the credit of the Corporation (b) issue, sell, or pledge securities of the Corporation; or (c) charge, mortgage, hypothecate 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 nay other obligation or liability of the Corporation.
• 29.2 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 as to the terms and conditions of the loan thereof and to the securities given thereof , with power to vary or 'modify such arrangements, terms and conditions and to give such additional securities for money 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.

ARTICLE V

ADVISORY COUNCIL

• 30.1 The Board of directors may appoint an advisory council of no I more than eleven persons to serve for a period of two years.
• 30.2 The Board of Directors shall, at the Annual General Meeting, submit the names and the qualifications of the members of the Advisory Council.
• 30. 3 Members of the advisory Council shall be chosen for their commitment And their interest in the Egyptian community; and their ability to provide advice and assistance to the Board of Directors in the performance of their functions and duties and which the Board has the power to delegate.
• 30.4 The Advisory Council shall meet at least quarterly each year or as many times as it nay deem necessary, and shall elect a Chairman and Secretary at its first meeting of each year.
• 30.5 At part or all such meetings, the President and the Treasurer or their delegate shall be present to brief the Council on the affairs and the progress of the Corporation and to receive the councils opinions and recommendations.
• 30.6 Members of the Advisory Council may examine the minutes of all Board of Directors meetings, may opt to attend such meetings.
• 30.7 The Board of Directors shall review the suggestions of the ,Council and for approval any of their recommendations, Such recommendations may also be presented at the annual general meeting.
• 30.8 The Advisory Council shall have adjucative powers in cases of conflict arising from termination of duties in the Board of Directors or denial of membership.

INTERPRETATION

• 31.1 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

Amendement to the conestitution: