ARTICLE XII - BOARD OF DIRECTORS
The Windsor Malayalee Association (WMA) Board of Directors meeting focused on key strategic decisions to strengthen the organization’s vision and operations.
The Board reaffirmed its dedication to building a stronger, more organized, and community-driven WMA, ensuring continued growth and meaningful cultural impact.
Section A: Authority and Role
1. The Board of Directors (the “Board”) shall be the primary governing body of the Windsor Malayalee Association (the “Association”) and shall exercise all powers of the Association, except those expressly reserved to the members under the Not-for-Profit Corporations Act, 2010 (Ontario) (“ONCA”).
2. The Board shall be responsible for the overall governance and oversight of the Association, including strategic direction, legal and regulatory compliance, financial stewardship, risk management, and long-term sustainability.
3. The Board shall ensure that the affairs of the Association are conducted in accordance with:
a. ONCA; and
b. the Constitution and Bylaws of the Association.
4. The Board shall focus on high-level governance, policy oversight, and strategic planning, and shall act as the guardian of the Association to ensure that all activities are conducted lawfully, ethically, and in alignment with approved policies.
5. The Board shall serve as the legal custodian of the Association’s corporate
records, registrations, and statutory filings with the Province of Ontario.
6. The Board shall have the authority to review, inspect, and request access to the minutes, financial records, reports, and activities of the Executive Committee at any time.
Section B: Composition and Eligibility
7. Directors must demonstrate a clear commitment to the mission, objectives, and values of the Association.
8. The Board shall consist of a minimum of five (5) and a maximum of ten (10) Directors, in compliance with ONCA.
9. All Directors shall:
a. be members in good standing of the Association;
b. be at least eighteen (18) years of age; and
c. meet any additional eligibility requirements set out in the Bylaws.
10. Each Director shall serve a term of up to four (4) years, or until a successor is duly elected or appointed, unless the Director resigns or is removed in accordance with ONCA.
11. Directors may seek re-election for additional terms if elected by the members.
12. Written consent of each Director shall be obtained and recorded in the corporate records.
13. Members of the Executive Committee shall not constitute a majority of the Board.
14. No single family unit, including spouses or immediate family members, shall dominate the Board.
15. All Directors shall disclose any actual or potential conflicts of interest annually and in accordance with ONCA and the Bylaws.
Section C: Election of Directors
16. Directors shall be elected by the voting members of the Association at a duly called Annual General Meeting (AGM) or Special General Meeting (SGM), in accordance with Article IX and the Bylaws.
17. Only members in good standing shall be eligible for nomination and election as Directors.
Section D: Chair and officers
18. The Chair of the Board shall be selected from among the elected Directors by a majority vote of the Board at its first meeting following an election.
19. The Chair shall preside over meetings of the Board, provide leadership to the Board, and serve as the principal liaison between the Board and the Executive Committee.
20. The Board may appoint additional officers, including Vice-Chair, Secretary, and Treasurer, from among its members, in accordance with the Bylaws.
Section E: Non-Interference and Oversight
21. The Board shall not manage or direct the day-to-day operations of the Association.
22. Operational authority shall rest with the Executive Committee, which shall be permitted to carry out its duties independently.
23. The Board may intervene only in matters involving:
a. A violation of the Constitution or Bylaws;
b. Actual or suspected financial misuse or mismanagement;
c. Legal or regulatory risk; or
d. Serious disputes affecting governance or the effective functioning of the Association.
24. The Board shall not interfere in routine operational decisions, including event logistics, program execution, or cultural activities, unless such actions pose legal, financial, or governance risks.
Section F: Vacancies, Resignation, and Removal
25. A Director may resign at any time by providing written notice to the Association.
26. Any vacancy on the Board may be filled by the remaining Directors, if permitted by the Bylaws, to serve until the next AGM.
27. A Director may be removed only by the members, by resolution passed at a duly called meeting of members, in accordance with ONCA.
Section G: Duties and Standard of Care
28. Directors shall act honestly and in good faith, with a view to the best interests of the Association, and shall exercise the care, diligence, and skill required under ONCA.
29. Directors shall comply with all conflict-of-interest provisions set out in ONCA and the Bylaws.
30. Directors shall serve without remuneration but may be reimbursed for reasonable expenses
incurred in the performance of their duties, subject to Board approval.
Section H: Initial Board of Directors
31. The Association was initially incorporated with the following Directors:
• Justin Mathew – Chair
• Libu Mathew Thamarappallil – Director
• Renji P. Mathew – Director
• Manu Varughese – Director
• Leo John – Director