The Board of Heritage St. Norbert
|Honourary President||Bill Loewen|
|Members at Large||
St. Norbert MB R3V 1L6
(A NON-PROFIT ORGANIZATION)
1. The name of the non-profit organization will be Heritage Saint-Norbert.
2. The objectives of the corporation shall be:
(a) To promote and preserve the identity and the historic aspects of the community of St. Norbert.
(b) To guide and assist in the future planning and the development of the St. Norbert area.
(c) To promote, implement, organize and manage projects, activities, programs and facilities consistent with the above objectives.
(d) To work in co-operation with any organization with similar objectives.
3. The Head Office of the Corporation shall be fixed by the Board of Directors at a place within the community of St. Norbert.
4. A seal may be adopted by the Board of Directors.
5. Membership in the organization will be limited to persons interested in furthering its objectives and who have paid such fees as are fixed from time to time by the Board of Directors. The initial Membership shall be fixed at a maximum of 50 persons. The maximum number of Members may be changed from time to time by a majority vote at any Annual or Special Meeting of the Members of the Corporation which has been called for that purpose
6. Each Member shall be entitled to one vote at Annual and Special Meetings of the Corporation provided such right to vote may be exercised only by the Member personally or by an alternate or in the absence of both by a proxy, who is a Member, duly appointed in writing.
7. Any Member may withdraw from the Corporation by delivering to the Secretary of the Corporation a notice to that effect.
8. The Membership of a Member shall terminate if the Member ceases to fulfill the requirements for eligibility or fails to pay the Membership Fees within the time fixed by the Board of Directors.
APPLICATION FOR MEMBERSHIP
9. All candidates for Membership should apply to the Secretary of the Corporation for admission to the Membership. The Secretary shall refer all applications for Membership to the Board of Directors. Admission to Membership shall be decided by a two-thirds vote of the Members present at an Annual or Special Meeting of the Members duly called for the purpose of considering such admissions.
10. Each applicant for Membership shall file with the Secretary of the Corporation a form of application prescribed by the Board of Directors which will in any event provide that the applicant agrees to abide by the decision of the Board of Directors and Members in relation to his/her application for Membership.
BOARD OF DIRECTORS
11. The government and administration of the funds, properties and affairs of the Corporation shall be vested in a Board of Directors.
12. The Board of Directors shall consist of nine (9) directors who shall be Members in good standing. A majority of directors holding office shall constitute a quorum for meetings of the Board of Directors.
13. The board of Directors shall have full power and authority to manage and control the affairs and business of the Corporation and, subject to the Companies Act and to confirmation at an Annual or Special Meeting of the Members of the Corporation by an affirmative vote of at least two- thirds (2/3) of the Members (or alternate) present or represented by proxy, to enact by-laws of the Corporation.
14. Meetings of the Board of Directors may be held at such places as the directors may from time to time by resolution decide. Such meetings may be held at any time without formal notice being given if all the directors are present, or if a quorum is present and those directors who are absent have signified their consent in writing.
At any time the President or any two directors may convene, and the Secretary, by direction of the President or any two directors, shall convene, a meeting of directors. Notice of such meeting shall be delivered or mailed at least five (5) days before the meeting is to take place.
15. Questions arising at any meeting of Directors shall be decided by a majority of votes unless otherwise expressly provided by these by-laws. In the event of a tie, the President shall have a second or casting vote.
16. Any director having a special or personal interest in a matter before the Board, shall declare his interest and refrain from voting on the matter.
17. The Board of Directors may require the resignation of any director who fails to attend three consecutive meetings of the Board without reasonable excuse.
18. The directors shall be entitled to be reimbursed for proper expenses incurred by them in connection with the affairs of the Corporation provided they are approved by the Board of Directors.
19. The Corporation hereby consents that each and every director of the Corporation shall be deemed to have assured office on the express understanding and agreement and condition that every director of the Corporation and his/her heirs, executors and administrators and estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges and expenses whatsoever, which such director or directors sustains or incurs in or about any action, suit or proceeding, which is brought, commenced or prosecuted against him/her or them for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her or them in or about the execution of all duties of his/her or their office or offices, and also from and against all other costs, charges and expenses which he/she or they sustain or incur in or about or in relation to the affairs of the Corporation.
20. At the first Meeting of Members, the Members shall elect four (4) directors for a term of one (1) year and five directors (5) for a term of two (2) years. At all subsequent Annual Meetings the full Members shall elect four or five directors as the case may be for a term of two years. The office of any director shall be automatically vacated if he/she shall resign his/her office by delivering a written resignation to the Secretary of the Corporation or upon his/her death. In the event that any vacancy shall occur in the Board of Directors for any reason, the remaining directors may by resolution fill such a vacancy with a person otherwise qualified to be a director until the next Annual Meeting, at which time the vacancy will be filled by election by the Members.
21. The officers of the Corporation shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors may from time to time by resolution determine. The offices of Secretary and Treasurer may be held by the same person.
22. The full Membership at each Annual Meeting shall elect the directors. In default of such election the then incumbents shall hold office until their successors are elected. Vacancies occurring from time to time in the Board of Directors shall elect from among themselves the President, Vice-President, Secretary and Treasurer at a meeting of the Board of Directors to be held immediately following the Annual Meeting or following a vacancy in any of the positions.
23. The President shall be the chief administrative officer of the Corporation. He/she shall be responsible for determining that the objectives of the Corporation are carried out, for maintaining general direction and control of the affairs of the Corporation and supervising the implementation of the policies and progress of the Board of Directors. Without limiting the generality of the foregoing, the President, subject to any direction of the Board of Directors shall be responsible for calling meetings of the Board of Directors as may be required for the purpose of reporting on Corporation activities and recommending policies and programs, calling Annual and Special Meetings of Members of the Corporation, presiding at all meetings of the Board of Directors and members, executing all deeds, document and instruments which require his/her signature. He/she shall be the official spokesman for the Corporation. He/she shall have such other powers and duties as may from time to time be assigned to him/her by the Board of Directors.
24. The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability of the President. The Vice-President shall also have such other powers and duties as may from time to time be assigned to him by the Board of Directors.
25. The Secretary shall issue or cause to be issued notices for all meetings of the Board of Directors and Members when directed to do so, shall have charge of the minute books of the Corporation, of the Corporate seal, and the Corporation and shall perform such other duties as the President or Board of Directors may from time to time properly require of him/her.
26. The Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank, credit union or such depositary as the Board of Directors may direct. Unless otherwise provided by resolution of the Directors, he/she shall sign all cheques, drafts, notes and orders from the payment of money, and he/she shall pay out and dispose of the same under the direction of the Board of Directors. He/she hall, at all reasonable times, exhibit his books and accounts to any Director of the Corporation upon application at the office of the Corporation during business hours.
27. The Board of Directors may appoint such other officers as shall be desirable.
28. The Annual Meeting of the Members of the Corporation shall be held not later than June 30th of each year, at such time and place as the Board of Directors will designate. At such meetings, the Members shall elect a Board of Directors and receive a report of the President, the Treasurer and of the Auditor.
29. Special Meetings of the Member of the Corporation may be convened at any time by order of the President or by resolution of the Board of Directors or by the Secretary on requisition of five (5) Members of the Corporation.
30. Not less than 14 days prior written notice shall be given to each Member of any Annual or any other Special Meeting of Members. Ten Members present in person or represented by proxy at the meeting shall constitute a quorum for any Annual or Special meeting of the Members of the Corporation. Notice shall be deemed to have been given if mailed 14 days prior to the date of the meeting.
31. A Member may appoint his proxy or an alternate to vote at any Annual or Sepcial meeting of the Members of the Corporation.
32. At all meetings of Members of the Corporation a question shall be determined by a majority votes cast by the Members at the meeting unless otherwise specifically provided for by the Companies Act or by these by-laws.
33. A written notice of any meeting of the Members shall state the day, hour and place of such a meeting and the general nature of business to be transacted and shall be given by prepaid ordinary mail to each Member directed to such address as appears on the books of the Corporation for the purpose of notice.
34. The Board of Directors may appoint administrative or special committees from the Corporation as shall be deemed desirable, may delegate authority and responsibility to such committees as the Board of Directors shall deem fit and way name the officers, fix the quorum and determine the rules and regulations for the conduct of any such committees.
35. The Members, at each Annual Meeting, shall appoint an auditor to audit the accounts of the Corporation who shall hold office until the next Annual Meeting provided that the directors may appoint the first auditor and fill any casual vacancy in the office of the auditor. The remuneration, if any, of the auditor shall be fixed by the Board of Directors.
SIGNATURE AND CERTIFICATION OF DOCUMENTS
36. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by the President and any one of the Vice-President and Secretaries, and Treasurer and all contracts, documents and further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing. The Seal of the Corporation, when required, may be affixed to contracts, documents and instrument in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.
RULES AND REGULATIONS
37. The Board of Directors may prescribe such rules and regulations not inconsistent with these bylaws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next Annual Meeting of the Members of the Corporation when they shall be confirmed and, in default of confirmation at such Annual Meeting of Members, shall at and from that time cease to have force and effect.
DISSOLUTION OF CORPORATION
38. The Corporation may be dissolved only at a Special Meeting called for the purpose by a vote of two-thirds of the Members present.
39. On dissolution, all the assets of the Corporation shall be distributed to a charitable organization or non-profit organization with similar objectives. The organization(s) shall be selected by a vote of two-thirds of the Members present.
AMENDMENTS TO BY-LAWS
40. These by-laws may be amended or repealed in whole or in part by a resolution passed at a Special Meeting or Annual Meeting of the Members of the Corporation, copies of such propsed amendments or repeal having been sent in writing to the Members of the Corporation with the notice of the meeting, by the votes of not less than two-thirds of the Members present and voting on a poll upon such resolution.
41. The fiscal year of the organization shall end on the last day of March of each year.
42. English and French shall be the languages of the Corporation and the Corporation shall use either in its meetings, activities and records.
The English and French text of this constitution are equally binding.
ENACTED this 26th day of February, 1979
WITNESS the corporate seal of the CORPORATION.