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Constitution of North America Business Alliance (NABA)

Preamble

This Constitution is established for the purpose of governing the operations and activities of the organization within the jurisdiction of Ontario, Canada. It sets forth the principles, values, and objectives that guide the Members and the Board of Directors in fulfilling their respective roles and responsibilities. The Constitution is designed to ensure that the organization operates in a transparent, efficient, and ethical manner, upholding the highest standards of integrity and accountability.

As Members and the Board of Directors, we commit to adhering to the provisions of this Constitution, working collaboratively to achieve our common goals, and acting in the best interests of the organization and its stakeholders. This Constitution reflects our dedication to excellence, innovation, and community service and provides the framework for our decision-making processes and operational procedures.

Name and Purpose

The organization shall be known as the North America Business Alliance ("NABA"), hereinafter referred to as the "Organization". The Organization is set up within the jurisdiction of Ontario, Canada, and shall operate without the purpose of generating profit. The primary purpose of the Organization is to foster business relationships, promote trade and investment opportunities, and support the interests of its members within North America.

Membership

The membership of the Organization, herein referred to as the "North America Business Alliance (NABA)", shall be open to individuals and entities that meet the criteria established by the Board of Directors of the NABA. The criteria for membership, including any membership fees, rights, obligations, and the process for application, approval, and termination of membership, shall be determined and periodically reviewed by the Board of Directors. The Board reserves the right to amend these criteria as it deems necessary to serve the best interests of the NABA.

Membership in the NABA confers upon the members the right to participate in general meetings, vote on matters presented by the Board of Directors, and to be eligible for election to the Board, subject to the qualifications and conditions set forth by the Board of Directors. All members are expected to adhere to the principles, objectives, and policies of the NABA, as well as to contribute towards the achievement of its goals.

Termination of membership may occur voluntarily by a member's written notice to the Board of Directors or involuntarily by a decision of the Board, based on non-compliance with the membership criteria or conduct detrimental to the interests of the NABA. In such cases, the member shall be given a reasonable opportunity to be heard before a final decision is made.

Meetings of Members

The Organization shall hold General Meetings at least once per fiscal year at a time and place determined by the Board of Directors. The purpose of these meetings is to provide members with the opportunity to discuss the affairs of the Organization, vote on matters presented by the Board of Directors, and to fulfill any other requirements as set forth in this Constitution or by applicable law.

Special meetings of the members may be called by the Board of Directors at any time to address urgent matters requiring immediate attention. In addition, a special meeting must be called upon the written request of at least 10% of the members. Such requests must specify the purpose of the meeting and be submitted to the Board of Directors. Upon receipt of a valid request, the Board of Directors shall set a date for the special meeting, which must take place within 60 days of the request.

Notice of General Meetings and special meetings shall be given to all members at least 30 days in advance, specifying the date, time, place, and agenda of the meeting. Any changes to the Membership Criteria or other significant matters affecting the members must be included in the agenda and communicated to the members in advance of the meeting.

All members in good standing are entitled to attend and vote at General Meetings and special meetings. Each member is entitled to one vote, and decisions at meetings shall be made by a majority vote of the members present, unless otherwise specified by the Constitution or applicable law. The Board of Directors may establish additional rules governing the conduct of meetings, including provisions for proxy voting and electronic participation, subject to the requirements of this Constitution and applicable law.

Board of Directors

The Board of Directors (the "Board") shall be responsible for the overall governance and strategic direction of the Organization, ensuring that it operates in a manner consistent with its objectives and within the legal and regulatory framework applicable in Ontario, Canada. The Board shall consist of a minimum of three (3) and a maximum of seven (7) directors, each elected by the members at the General Meetings. Directors must be members of the Organization in Good Standing.

The Board shall have the authority to:

·         Develop, implement, and review the Organization's bylaws, policies, and procedures.

·         Establish and review Membership Criteria.

·         Call and organize General Meetings and Special Meetings.

·         Approve the annual budget and financial statements.

·         Appoint and remove officers of the Organization.

·         Make decisions on the admission, suspension, and expulsion of members, in accordance with the Membership Criteria.

Directors shall serve for a term of two (2) years and may be re-elected for consecutive terms. The Board shall elect from among its members a Chairperson, a Secretary, and a Treasurer. The Board may delegate certain of its powers to committees or officers of the Organization, as it deems necessary for the efficient management of the Organization.

Officers

The Organization shall have the following officers, each of whom must be a member in Good Standing:

1.      President

2.      Vice President

3.      Secretary

4.      Treasurer

These officers shall be elected by the Board from among its members at the first Board meeting following the annual General Meeting. Officers shall serve for a term of one year or until their successors are elected and qualify. Officers may be re-elected without limitation on the number of terms they may serve.

The duties of the officers shall be as follows:

·        President: The President shall preside at all General Meetings and Special Meetings of the Organization, represent the Organization in all external matters, and perform other duties as prescribed by the Board.

·        Vice President: The Vice President shall assume the duties of the President in the absence or incapacity of the President, and perform other duties as assigned by the President or the Board.

·        Secretary: The Secretary shall keep the minutes of the General Meetings and Special Meetings, maintain the records of the Organization, and perform other duties as prescribed by the Board.

·     Treasurer: The Treasurer shall be responsible for the financial affairs of the Organization, including the collection of membership fees, preparation and presentation of financial reports to the Board and at General Meetings, and perform other duties as prescribed by the Board.

The Board may appoint additional officers or assistant officers as it deems necessary, who shall have the authority and perform the duties prescribed by the Board.

Committees

The Board of Directors (the "Board") of the North America Business Alliance ("NABA" or the "Organization") shall have the authority to establish, dissolve, and define the mandate of various committees to assist in the governance and operation of the Organization. These committees may include, but are not limited to, an Executive Committee, a Finance Committee, a Membership Committee, and any other committees deemed necessary by the Board for the efficient management of the Organization's affairs.

Each committee shall operate under a charter approved by the Board, which will outline the committee's purpose, responsibilities, member qualifications, and reporting requirements. The Board shall appoint the chairperson and members of each committee, considering the skills, experience, and availability of the Organization's members in Good Standing. Committee members need not be members of the Board but must be members of the Organization in Good Standing.

Committees are empowered to make recommendations to the Board but do not have the authority to make decisions on behalf of the Organization unless specifically granted such authority by the Board. The Board retains the ultimate responsibility for the decisions and actions of the committees.

The establishment of committees and their operation shall be consistent with the laws of Ontario, Canada, and the bylaws of the Organization. The Board may, at its discretion, dissolve any committee or amend its mandate as it deems necessary to serve the best interests of the Organization.

Financial Administration

The financial administration of the Organization shall be managed in accordance with the principles of accountability, transparency, and fiscal responsibility. The Treasurer, supported by the Finance Committee, is entrusted with the primary responsibility for managing the Organization's finances, including the collection of membership fees, preparation and presentation of financial reports to the Board and at General Meetings, and ensuring that all financial transactions are conducted in compliance with applicable laws and regulations.

Annual budgets shall be prepared by the Treasurer and reviewed by the Finance Committee before submission to the Board for approval. The approved budget shall be presented to the members at a General Meeting for ratification. The Organization shall maintain accurate and complete financial records, and shall arrange for an annual audit of its financial statements by an independent auditor. The results of the audit shall be presented to the members at a General Meeting.

Any expenditure exceeding the amount specified in the approved budget must receive prior approval from the Board. The Board may, from time to time, authorize the creation of reserve funds for specific purposes. The Treasurer, in consultation with the Finance Committee, shall manage these funds in accordance with the Board's directives.

Membership fees, their amount, and the terms of payment shall be determined by the Board and communicated to the members in accordance with the Membership Criteria. Changes to the membership fees or payment terms require approval by the Board and shall be communicated to the members at least thirty (30) days before taking effect.

Amendment of Constitution

This Constitution may be amended, altered, or repealed only by a resolution passed by at least two-thirds (2/3) of the votes cast at a General Meeting or Special Meeting of the North America Business Alliance ("Organization") specifically called for that purpose. Notice of such meeting, including the proposed amendments, must be sent to all members in Good Standing at least thirty (30) days prior to the meeting date.

Proposed amendments to this Constitution must be submitted in writing to the Board of Directors ("Board") at least sixty (60) days before the meeting at which they are to be considered. The Board shall review all proposed amendments and shall have the authority to modify or reject any proposals that are inconsistent with the objectives of the Organization or applicable laws and regulations. However, the Board must communicate its recommendations and any modifications to the proposing members at least forty-five (45) days before the meeting.

Any amendments approved in accordance with this procedure shall take effect immediately unless the amendment resolution specifies a later date.

Dissolution

In the event that the North America Business Alliance ("Organization") decides to dissolve, the following procedure shall be adhered to:

1.      The proposal for dissolution must first be approved by a two-thirds majority vote at a Special Meeting called specifically for this purpose. Notice of such a meeting, detailing the intention to discuss and vote on the dissolution, must be provided to all members in Good Standing at least 30 days prior to the meeting.

2.      Upon approval of the dissolution, the Board of Directors ("Board") shall be responsible for the orderly winding up of the Organization's affairs. This includes the payment of all debts and obligations, the liquidation of assets, and the distribution of any remaining assets to charitable organizations with similar objectives to those of the Organization, as determined by the Board.

3.      The Board shall also ensure that a final financial statement is prepared and audited by an Independent auditor. This statement, along with a report detailing the dissolution process, shall be made available to all members.

Any legal requirements for dissolution under the laws of Ontario, Canada, and any applicable federal laws must be fully complied with. The Board is responsible for ensuring that all legal and regulatory filings are completed, including notifying relevant tax authorities, and that the Organization is formally dissolved in accordance with the law.


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