Ukrainian Canadian Professional and Business Association of Ottawa. The following abbreviated format is also accepted: UCPBA Ottawa.

The Head Office of the corporation shall be in the City of Ottawa, in the province of Ontario, and at such place therein as the directors may from time to time determine.

The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.

Section 1.To foster growth and development of the Ukrainian Canadian professional and business community. (a) to promote and advance business and professional interests of people of Ukrainian heritage in Ottawa and the National Capital Region;
(b) to recognize the achievements and contributions of people of Ukrainian heritage in Canada;
(c) to contribute to Canadian society by promoting good corporate citizenship and principles of volunteerism among its members;
(d) to uphold and promote Ukrainian and Ukrainian Canadian culture;
(e) to facilitate and promote business and professional relationships with Ukraine and persons of Ukrainian heritage throughout the world.

Section 2. Without restricting the generality of the foregoing, the association is to operate as a non-profit corporation with objects to receive and maintain a fund or funds and apply from time to time all or part thereof and /or the income therefrom for charitable purposes and to do all such things as are incidental or conducive to the attainment of its objects and in particular:

(a) to use, apply, give, devote, accumulate or distribute from time to time all /or part of the fund or funds of the corporation and/or the income therefrom for charitable purposes by such means as may from time to time seem expedient to its directors, including research, publications, education and the establishment and maintenance or charitable activities, agencies or institutions and the aid of any such activities, agencies already established;

(b) to acquire, accept, solicit or receive, by purchase, lease, contract, donation, legacy, gift, grant, bequest or otherwise, any kind of real or personal property and to enter into and carry out agreements, contracts, and undertakings incidental thereto and to hold, manage, sell or convert any of the real or personal property from time to time owned by the corporation and to invest and reinvest any principle and/or income in investments authorized by law for the investment of trust funds; and

for the further attainment of its objects, to acquire by purchase, lease, devise, gift and other title, and to hold, any real property necessary for the carrying on of its undertaking and for the purpose of drawing a revenue therefrom and to sell, lease, mortgage, dispose of and convey the same or any part thereof as may be considered advisable;

(c) the association shall be carried on without the purpose of gain for its members and any profits or other accretions of gain for its members and any profits or other accretions to the association shall be used in promoting its objects;

(d) the normal territory of operation of the association shall be within the city of Ottawa, in the province of Ontario, and the National Capital Region;

(e) the association may from time to maintain and/or and seek membership in other organizations as may benefit its members and to fulfill its membership obligations by the payments of dues, the selections of representatives to those organizations or other obligations that may arise.

(f) The normal fiscal year for the Association shall be from April 1 of the current year to March 31 of the succeeding year.

Section 1. Any person who supports and promotes the objectives of the Association is eligible for membership.

Sections 2. Any person who qualifies for membership under the provisions of ARTICLE 5, Section 1 must submit an application in the proper form to the Secretary or Director of Membership of the Association.

Section 3. The annual membership dues to be paid by each member in each year shall be determined by the Board of Directors with the approval of a majority of members present at the annual general meeting.

Section 4. The Board of directors shall have the right to revoke a membership provided that the person whose membership is proposed to be revoked is given ten days written notice of the meeting and is given the right to be heard at such a meeting.

Section 5. Membership categories:

(a) Full members. A person shall be a full member if he/she has paid the current annual membership dues. All full members shall be entitled to attend and vote at meetings of Association members and to hold any Executive office.

(b) Spousal members. A person shall be a spousal member if she/he has paid their current annual membership dues. All Spousal members shall be entitled to attend meetings and to hold any executive office, however only one of the spouses' shall have a right to vote at meetings of Association members. The choice of which spouse is to have the voting rights at meetings of Association members is to be determined by agreement between the two spouses

(c) Student member. A person shall be a Student member if he/she has paid their current annual membership dues. All Student members shall be entitled to attend Association meetings, but they shall have no voting rights or be able to hold any executive office.

Section 1. Every member in good standing shall be eligible to become a Director of the Association.

Section 2. The Board of Directors shall be composed of a minimum of 10 and a maximum of 25 members to be elected at each annual general meeting in accordance with the procedure set out in ARTICLE 7 and such members shall serve on the board of Directors until the next succeeding annual general meeting. The term of office for the Board of Directors is July 1 of the current year to June 30 of the succeeding year.

Section 3. The Executive Committee of the Board of Directors shall consist of the following officers to be elected at the annual general meeting:

(a) President;
(b) Immediate Past President;
(c) First Vice President, Operations;
(d) Second Vice President, Programming;
(e) Secretary;
(f) Treasurer;

Section 4. The remaining members of the board of Directors shall be elected at the annual general meeting with reference to specific official capacities.

Section 5. The President shall:

(a) preside over all meetings of the Association;
(b) have the general powers and duties of supervision usually vested in the office of a Chief Executive and without limiting the generality of the foregoing between meetings of the Board of Directors, the President shall have full power to act with respect to all matters which come within the jurisdiction of the Board of Directors provided however, that any action shall be submitted to the next meeting of the Board of Directors for review;
(c) report at meetings of the Board of Directors on matters within the President's knowledge which concern the interests of the Association;
(d) direct and coordinate the work of all members of the Board of Directors;
(e) ensure the Association carries out all the directives and policies of the Federation in accordance with the Constitution;
(f) designate members of the Board of Directors to have a signing authority for the issuance of cheques jointly with the Treasurer, but no expenditure exceeding $200.00 shall be authorized without the approval of the Board of Directors;
(g) review and authorize all expediters of the Association;
(h) prepare a report for the Annual General Membership Meeting accounting for the President's term of office
(I) with the advice and consent of the Board of Directors, appoint chair for all committees and specify the duties of such committees; and
(j) be an ex-officio member of all committees.

Section 6. Immediate Past President shall:

(a) attend all meetings of the Board of Directors;
(b) provide guidance and advice to the Board of Directors; and
(c) discharge the duties assigned to the Immediate Past President as specified in Article 7, Section 1 of the Constitution.

Section 7. The First Vice President Operations shall:

(a) attend all meetings of the Board of Directors;
(b) carry out the responsibilities delegated to them by the President;
(c) in the absence of the President, preside at all meetings, and carry out all other duties of the President.

Section 7.1 The Second Vice President Programming shall :

(a) attend all meetings of the Board of Directors;
(b) carry out the responsibilities delegated to them by the President;
(c) in the absence of the President and First Vice President, preside at all meetings, and carry out all other duties of the President

Section 7.2 Temporary Meeting Chairperson

In the absence of the President and both Vice Presidents at any meeting, the members present at such a meeting shall elect a Chairperson to serve at that meeting only.

Section 8. The Secretary shall:

(a) attend all meetings of the Board of Directors;
(b) keep accurate minutes of all meetings;
(c) be responsible for all correspondence and the official documents on record in and for the Association;
(d) maintain all official records of Association meetings;
(e) cause notices of meetings to be sent to all members;
(f) keep a record of all names and addresses of all current and past members of the Board of Directors;
(g) provide a filing system, such that all records and correspondence are kept with adequate security and are accessible to all members upon written request; and
(h) at the termination of the term of office, surrender and transmit all of the properties, records and documents for which the Secretary is responsible to the succeeding Secretary within 10 working days of the election of the succeeding Secretary.

Section 9. The Treasurer shall:

(a) attend all meetings of the Board of Directors;
(b) receive and account for all funds and financial obligations due to the Association or raised in the name of the Association;
(c) pay all accounts due and payable by the Association within 10 working days from the data they were incurred, and obtain and record all such transactions based on expense accounts and/or statements;
(d) obtain a receipt for all expenditures;
(e) present for review and authorization to the President all expenditures for the report of the transaction;
(f) maintain the financial records of Association in an acceptable business manner current and available, and provide access to the records of the Association at all meeting and to the Audit Committee upon request;
(g) establish the appropriate accounts and deposit all funds belonging to the Association in the appropriate accounts for safekeeping;
(h) give a written report at all meeting of the Board of Directors on the current financial position of the Association;
(I) be one of the signing authorities for all cheques issued by the Association; and
(j) immediately after the termination of the term of office , surrender and transmit all of the properties, records, funds, and documents for which the treasurer is responsible, to the succeeding Treasurer.

Section 10. The executive committee of the Board of Directors shall have the following powers:

(a) to discuss and consider prior to presentation of recommendations to the board of Directors, any and all matters concerning administration and management of the affairs of the Association;
(b) prior to presentations of recommendations to the Board of Directors to pursue, scrutinize and consider all correspondence, memoranda, records and other material received by or emanating from the Association;
(c) to prepare the agenda for meetings of the Board of Directors;
(d) only in the event of an emergency, to act in place and instead of the Board of Directors.

Section 11. Members of the Board of Directors shall:

(a) attend all meetings of the Board of Directors;
(b) have the right to voice and vote at all meetings of Board of Directors; and
(c) carry out such duties as may be assigned by the President.

Section 12. Members of the Board of Directors and Chairpersons of special committee shall, at the end of their term of office, turn over to the respective successors or to the succeeding Board of Directors, all records and materials being the property of the association.

Section 13. No members shall serve more than four consecutive years in one position on the Board of Directors.

Section 14. The Board of Directors shall have the power to appoint members to fill vacancies occurring in the Board of Directors between annual meetings of the Association.

Section 15. The Board of Directors shall have the power to pass by-laws from time to time, with approval of the general membership, to regulate the administration and operation of the affairs of the Association.

Section 16. The Directors shall serve as such without remuneration, and no director shall directly or indirectly receive any profit from his/her position as such; provided that a director may be paid reasonable expense incurred by him/her in the performance of here/her duties.

Section 17. The Board of Directors shall ensure that 10 percent of net revenue be placed in a reserve fund. These monies shall not be used without the approval of the membership at a general meeting.

Section 1. A nominating committee of five members shall be elected at a general meeting at least four months prior to the annual general meeting. Two members of the nominating committee should be the immediate two Past Presidents and three members of the nominating committee shall be elected from those in attendance at the general meeting. A member of the nominating committee who is a Past President shall serve as Chairperson of such committee which shall seek out suitable candidates for the Board of Directors for the ensuing year and present its slate of candidates in writing, to the Secretary prior to the annual general meeting.

Section 2. Members attending the annual general meeting have the right to nominate other candidates from those members in attendance at the annual general meeting.

Section 3. At the annual general meeting a Chairperson and two scrutineers shall be elected to conduct the election of members of the Board of Directors.

Section 4. The election of members to the board of Directors shall be by show of hands unless the annual general meeting otherwise decides.

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 Association, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but 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.

Section 1. The Association shall hold an annual general meeting during the months of May or June each year for the presentation of annual reports by the members of the Board of Directors and for the election of the Board of Directors for the ensuing term. At least ten days written notice of the time and place of such meeting shall be mailed or electronically transmitted to each member.

Section 2. A special general meeting may be called at any time by the President or any four members of the Board of Directors and the Secretary shall mail or electronically transmitted to all members at least five days written notice of the time and place of such meeting. Any ten members of the Association, on written request to the President, may cause to be called a special general meeting and the Secretary shall mail or electronically transmit to all members at least five days written notice of the time and place of such meeting.

Section 3. Unless the Board of Directors shall otherwise decide, regular general meeting of the Association shall be held each month and at least five days written notice of such meeting shall be mailed or electronically transmitted by the Secretary to all members. Under normal circumstances, there will be no regular general meetings in the months of July and August.

Section 4. The Board of Directors shall meet at least eight times a year. In addition, the President or any four members of the executive may call a meeting of the Board of Directors at any time. At least five days written notice of regular monthly meetings of the Board of Directors shall be mailed or electronically transmitted by the Secretary to each of the members of the Board of Directors. For all other meetings of the Board of Directors, the Secretary shall mail or electronically transmit to each member of the Board at least two days written notice thereof.

Section 5. Twenty members(or twenty five percent of the total membership), to include at least three members of the Board of Directors shall constitute a quorum for the transaction of business at general meetings of the Association. Twenty five percent of the Board of Directors shall constitute a quorum of meetings of the Board of Directors.

Section 6. Any member of the Board of Directors who misses three consecutive meetings without good reason may have his membership on the Board of Directors terminated by a majority vote at its next meeting.

Section 7. If the person described in ARTICLE 9, Section 6 so desires, he/she shall be given the right to be heard at such Board of Directors meeting and show why her/his membership on the Board shall not be revoked.

Section 1. Any member in good standing who proposed an amendment to the constitution shall give written notice thereof to the Secretary at least two months prior to a general meeting at which such proposed amendment is to be considered, the members shall be informed of the proposed amendment.

Section 2. Any amendment to the constitution must be passed by a vote of at least 51% of the members present.

Section 3. This revised constitution shall become effective on acceptance by the Association, this date being June 16, 1998.

Section 1. The Board of Directors by a majority vote shall have the right to revoke a membership for just cause provided the person whose membership is proposed to be revoked is given written notice of the meeting of the Board of Directors at which such revocation is to be considered; and

Section 2. If the person described in ARTICLE 11, Section 1 so desires, he/she shall be given the right to be heard at such Board of Directors meeting and show why her/his membership shall not be revoked.

Upon the dissolution of the Association after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations which carry on their work solely in Ontario.

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 reference to persons shall include firms and corporations.

Passed(Proposed) by the Board of Directors and sealed with the corporate seal this 25th day of May, 1998.

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President                     Secretary