Constitution

Last edited May 2012

ARTICLE 1 – NAME:

The organization shall be known as LUXTON COMMUNITY CENTER, hereinafter referred to as the “Center.”

ARTICLE 2 – PURPOSE:

The purpose of the Center is to provide a broad range of recreational and leisure activities for persons of all ages residing within the designated areas as defined in Article 5, through the management and operation of the facilities and grounds.

ARTICLE 3 – OBJECTIVES:

3.1. To plan and initiate or conduct a variety of recreational and leisure activities suited to the needs and requirements of the residents of the designated area.

3.2. To communicate with the residents of the designated area so as to determine their needs for recreational and leisure activities, and to insure that they are aware of the activities and programs being offered at the Center.

3.3. To administer and operate the Center in accordance with the Operating Responsibilities as approved by the General Council of Winnipeg Community Centers and the City of Winnipeg.

3.4. To prepare budget, financial and activity reports for presentation to the City of Winnipeg.

3.5. To promote activities through which funds may be raised to support the activities of the center.

3.6. To plan for the continued operation of the center and its programs through the recruitment and training of volunteers.

3.7. To provide delegates to and support the programs and policies of the District 3 Community Centers Board and the General Council of Winnipeg Community Centers.

ARTICLE 4 – DEFINITIONS:

Fiscal Year – A period of 12 consecutive months chosen by a corporation to be its accounting period.

Proxy – A person appointed to vote for another who is not present.

Quorum – The minimum number of members that must be present for a valid meeting.

Majority Vote – Fifty percent plus one of the eligible voters.

Age of Majority – A person who is 18 years of age or older.

ARTICLE 5 – BOUNDARIES

The Center shall serve the residents within the boundaries as defined by the City of Winnipeg. These boundaries are: North – back lane between McAdam Ave. and Smithfield Ave. South – Selkirk Ave. between Salter St. and Main St. then Redwood Ave. between Main St. and the Red River. East – the Red River from Mc Adam lane to Selkirk Ave. West – Salter St. between McAdam lane and Selkirk Ave.

ARTICLE 6 – MEMBERSHIP

6.1. The membership of the Center shall normally consist of those persons residing within the boundaries as specified under Article 5.

6.2. All residents of the City may use the facilities and take part in the programs provided by the Center, but the Center shall be specifically concerned with meeting the needs of those residents residing within the designated boundaries.

ARTICLE 7 – FISCAL YEAR

The fiscal year of the Centre shall be July 1st to June 30th.

ARTICLE 8 – GOVERNMENT

8.1. The business and affairs of the Center shall be managed by a Board of Directors consisting of not less than seven members including the Executive Committee, which have been elected at the Annual General Meeting.

8.2. The Executive Committee shall consist of at least four Officers; being the President, Past President, Vice-President(s), Secretary and Treasurer.

8.3. In the event of a vacancy, the Executive may appoint a qualified member to fill the vacancy(s) for the remaining term of office. Such appointment(s) must have the majority approval of the assembled Executive. Should a vacancy not be filled from within the Executive a Special General meeting of the Membership may be called to fill the vacancy(s).

8.4. All members of the age of majority may attend, vote or stand for election at the Annual Meeting of the Center.

8.5. The office of an Executive member shall be vacated upon the occurrence of any one of the following events:

(a) vacant by death;

(b) resignation in writing to the Executive;

(c) removal by resolution of at least two-thirds of the other Executives of the Center.

8.6. Any Executive member may be removed from their elected or appointed position by a two-thirds majority vote of the entire remaining Executives upon the occurrence of any one of the following events:

(a) failure by the director to attend any three consecutive regular monthly meeting of the Executive;

(b) failure by the Executive member to disclose a conflict of interest;

(c) where the remaining Executive members are of the opinion that the Executive member has not acted in the best interest of the center.

8.6.1. A motion to remove an Executive member must be presented at the meeting before the meeting, which will consider the motion.

8.6.2. The meeting considering the motion to remove must have a quorum without counting the Executive member who brought the motion, or the Executive member who is the subject of the motion, neither of which may vote on the motion.

8.6.3. The motion to remove and the reasons for the motion must be mailed to the Executive member being removed no later than seven (7) days prior to the meeting dealing with the dismissal.

8.6.4. The Executive member being removed shall be given the opportunity to present his evidence.

8.7. The Executive are to serve without renumeration. No Executive member may directly or indirectly receive any profit from their position. Any Executive member may be reimbursed for reasonable expenses incurred by them in the performance of their duties, and may be paid reasonably for any duties they perform under contract to the Center.

8.8. On any occasion in which an Executive member, or a spouse or dependent or other family member of an Executive member, has a personal material or other substantial interest in any contract or transaction to which the Center is a party, it is hereby deemed that this Executive member has a conflict of interest and shall disclose such interest at the time. The Executive member shall refrain from speaking to or voting on the resolution approving the transaction.

ARTICLE 9 – EXECUTIVE POWERS:

The Executive shall have the power to do all things necessary for the successful operation of the Center, thus be empowered to:

9.1. Administer the funds of the Center in such manner and for such purposes as it may decide are beneficial to the well-being and advancement of the objectives of the Center, provided that same are not contrary to the general policy of the City of Winnipeg.

9.2. To commence any new form of activity or sport considered desirable by the Membership or in like manner discontinue any form of activity or sport being conducted under the auspices of the Center.

9.3. Expel or suspend from the Center any person guilty of misconduct or any infraction of the rules and regulations of the Center. The member being removed shall be given the opportunity to present their evidence.

9.4. To ensure that the Center is operated on a non-political and non-sectarian basis.

9.5. Notwithstanding any other provisions of the Constitution, appoint committees, either standing or temporary, prescribe their duties, powers and duration thereof. The executive committee may also appoint the Committee Chairperson. All Committees shall be responsible and accountable to the Executive.

9.6. To appoint advisors to the Executive as it deems necessary and appropriate. Such appointments shall be ratified by the Executive.

9.7. Subject to ratification by the board, the Executive shall make such rules and regulations regarding the use of the Center facilities, as they may deem necessary. Such rules and regulations shall be ratified by the Board of Directors.

ARTICLE 10 – ELECTIONS:

10.1. Election of the Executive shall be held at the Annual General Meeting of the Center.

10.2. One month before the Annual Meeting, the President will appoint a nominating committee which shall consist of no more than three members, two of which shall be current Executive and one member from the community at large. The Chairman of the nominating committee will ensure that a slate of officers will be prepared and presented at the Annual Meeting. Nominees must express their willingness to stand either by being present at the elections or by written consent witnessed by a member of the nominating committee.

10.3. Additional nominations from the floor will be accepted by the Chair at the Annual Meeting. Said nominees must be present at the meeting to be eligible for such nomination.

10.4. At the time of election, a member (as defined in Article 6) considered to be an adult by law, shall be eligible for the election to any Executive position for one term, other than that of President or President-elect, Treasurer, and Bingo as defined in Article 11.

10.5. The Chair of the Annual Meeting shall appoint at least two scrutineers who will: distribute the ballots, make an official count, announce the results at the meeting through the Chair and destroy all ballots.

ARTICLE 11 – TERMS OF OFFICE:

11.1. All Directors shall hold office for one year except for the positions of President and Treasurer who will serve for a term of two years. The President’s term shall be for a period of two years with a “President Elect” elected in the second year of the President’s term. The President Elect will automatically become President for the following two years.

11.2. There is no limit as to the number of terms or positions a member may serve or hold. At each annual meeting all Directors on the incumbent board shall retire, but if qualified, shall be eligible for re-election.

ARTICLE 12 – MEETINGS:

12.1. The Executive will meet at least once a month except during the months of July and August. July and August meetings will be held at the discretion of the Executive Committee. Notice of meetings including minutes of the previous meeting and a preliminary agenda shall be distributed to each Board member at least seven days prior to the meeting.

12.2. In camera Executive meetings may be called at the discretion of the President.

12.3. Special General Meetings may be convened by the President, or by a minimum of one-third of the Board of Directors or by fifteen members in good standing of the Centre. Written requests shall state clearly the nature of the business proposed to be transacted. A special meeting shall consider only those matters which are identified in the notice of meeting. Notice of the meeting including the agenda shall be given to the membership at least 14 days prior to the meeting. Such notice may be given by way of advertisement in the community newspaper or a community centre newsletter and shall be prominently displayed on the Centre’s bulletin board.

12.4. An Annual Meeting will be held during the month of September in each Calendar year. The annual meeting shall be convened for the purpose of reporting the past years activities/financial overview and the election of officers. Notice of meeting shall be given to the membership at least 14 days prior to the meeting. At the meeting motion to approve the accounting company for the following years review to be approved.

12.5. Committee Meetings will be held as required and will be held at the discretion of the Committee Chair. The Chair will provide a report to the Executive at the next regularly scheduled meeting.

12.6. All regular meetings of the Executive shall be open to the public. Any member wishing to appear on the agenda must give notice to the President at least seven (7) days prior to the meeting. The Executive will have the right to deny any such request with written notification stating the reasons for the denial. These presentations may be subject to a time limit.

12.7. Any Executive member unable to attend the monthly meeting shall notify the Secretary and submit a report prior to the meeting. Failure of notification may be considered an absence without just cause. Any Executive member absent from three monthly meetings without just cause may have their position declared vacant.

ARTICLE 13 – QUORUMS:

13.1. The quorum for transaction of business at a regular or special meeting of the board shall consist of not less than a simple majority of the directors in office at the time.

13.2. The quorum for the transaction of business at a Special General Meeting shall be not less than 10 members of the Centre including five members of the board.

13.3. The quorum for the transaction of business at a Annual Meeting shall be not less than Fifteen voting members.

13.4. Meetings shall be adjourned and no business conducted if there is no quorum within thirty minutes after the scheduled time of the meeting.

ARTICLE 14 – VOTING PRIVILEGES:

14.1. At regular or special meeting of the Executive each member in attendance with the exception of the President shall have one vote. The President may only vote in the event of a tie.

14.2. At the Annual Meeting or any Special General Meeting of the Centre each member of the age of majority in attendance shall be entitled to a vote.

14.3. All motions with the exception of amendments to the Constitution and By-Laws shall be approved by a simple majority.

14.4. Past Executive and newly-elected Executive shall serve joint terms until June 30^th in every year. Only newly-elected Executive hold voting rights at this June monthly meeting.

14.5. The Chair may at his/her discretion require any contentious issue to be voted on by ballot.

14.6. No proxy votes will be allowed.

ARTICLE 15 – ADVISORY STATUS TO THE BOARD:

The Committee may appoint advisors to the Board as it deems necessary and appropriate. Such appointments shall be ratified by the Board by a simple majority vote.

ARTICLE 16 – FINANCE

16.1. The Executive shall administer all funds and securities of the Centre and present an Annual Financial Review at the Annual Meeting.

16.2. An annual budget shall be submitted to the board for approval by no later than _________.

16.3. All funds raised by or on behalf of, or under the auspices of the Centre must have prior approval of the Board.

16.4. All funds and securities of the Centre shall be deposited in the name of the Centre with a recognized financial institution which shall be selected by the Board.

16.5. All financial documents and contracts shall carry a minimum of two signatures as approved by resolution of the board. These, being the President, Secretary, Vice-President, and Treasurer.

16.6. No person shall incur an expense or commitment on behalf of the Centre unless authorized by the Board of Directors or by the membership at a Annual Meeting.

16.7. The Board of Directors are authorized to incur such expenses as necessary for the continued operation of the Centre. Expenditures over $250.00 by voting by the Board of Directors.

16.8. The books and records of the Centre shall be open to inspection by the members at all times, upon reasonable notice to the Board.

16.9. The Executive shall annually appoint auditors to review the accounts of the Centre, whose report shall be presented to the members at the Annual Meeting and filed with the City of Winnipeg. The person(s) appointed auditors shall not include a person who is a director of the Centre. The accountant(s) are to be paid an amount decided on by the Board.

ARTICLE 17 – AMENDMENTS:

17.1. Amendments to the Constitution may be made at the Annual Meeting by secret ballot. All amendments must be submitted in writing to the Executive no later than the April meeting.

17.2. Amendments to the by-laws may be made at the Annual Meeting or a Special Meeting of the Executive. Notice of motion for amendments shall be made at any regular or special meeting of the Board.

17.3. Amendments to the Constitution shall require a 2/3 majority of the members in attendance at the Annual Meeting.

17.4. Amendments to the by-laws shall require a 2/3 majority of the Board members in attendance.

ARTICLE 18 – INDEMNIFICATION:

Every Executive member of the Centre or other person who has undertaken or is about to undertake any liability on behalf of the Centre and their heirs, executors, administrators and estate, respectively, shall at all times be indemnified and saved harmless out of the funds of the Centre from and against:

(a) all costs, charges and expenses whatsoever which such Executive member or other person sustains or incurs in or about any action, suit or proceeding which is brought or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office except such costs, charges or expenses as are occasioned by his own willful neglect.

(b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect.

ARTICLE 19 – WINDING-UP:

Members of the Centre do not have and cannot have any personal interest in the Centre’s property. If the Centre is dissolved or disbanded, any assets left after all liabilities have been satisfied must be turned over to the City of Winnipeg.

ARTICLE 20 – INTERPRETATION:

In the event of any dispute as to the meaning of any article heretofore or hereafter passed, the interpretation of the Executive shall be final and conclusive.