CONSTITUTION OF TRANSCONA EAST END COMMUNITY CLUB

ARTICLE 1 – NAME

 The organization shall be known as “Transcona East End Community Club  Incorporated”, hereinafter referred to as the “Club”.

ARTICLE 2 – PURPOSE

 The purpose of the Club is to provide a broad range of recreational and leisure activities  for persons of all age’s resident within the designated areas as defined in Article 4,  through the management and operation of the facilities and grounds.

ARTICLE 3 – OBJECTIVES:

The objectives of the Club shall be:

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 by the Club.

3.3 To administer and operate the Club in accordance with the Operating Responsibilities as approved by the GCWCC and the City of Winnipeg Community Services Department.

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

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

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

3.7 To provide delegates to support the programs and policies of the District Community Club’s Board and the General Council of Winnipeg Community Clubs.

ARTICLE 4 – BOUNDARIES

 The Club shall serve the residents within the boundaries as defined by the  Community Services Department of the City of Winnipeg and, shall be subject to  change  upon amendment by the Community Services Department of the City of Winnipeg.
 
ARTICLE 5 – MEMEBERSHIP

5.1 The membership of the Club shall normally consist of those persons residing within the boundaries as specified under Article 4.

5.2 All residents of the city of Winnipeg may use the facilities and take part in the programs provided by the Club, but the Club shall be specifically concerned with meting the needs of those residents residing within their designated boundaries.

ARTICLE 6 – FISCAL YEAR

6.1 The fiscal year of the Club shall be from May 1st to April 30th of each year.

6.2 A year end Financial Statement shall be submitted at an Annual General Meeting.

ARTICLE 7 – GOVERNMENT

7.1 The business and affairs of the Clubs shall be managed by a Board of Directors consisting of not less than seven (7) members including the Executive Committee, which have been elected at the Annual General Meeting.

7.2 The Executive Committee shall consists of a least five (5) officers being, the President, Vice-President of Sports, Vice-President of Administration, Past President and Secretary.

7.3 In the event of a vacancy, the Board may appoint a qualified member to fill the vacancy(s) for the remaining term of office.  Such appointments(s) shall have the majority approval of the assembled Board of Directors.  Should a vacancy not be filled from within the Board of Special General meeting of the membership shall be called to fill the vacancy(s).

7.4 All members of the age of the majority may attend, vote or stand for election at the Annual General Meeting of the Club.

7.5 The officer of a Director shall be vacated upon the occurrence of any one of the following events:
(i) Death of the officer;
(ii) Resignation to the Board in writing;
(iii) Removal by resolution of at least two-thirds of the other Directors of the Club.

7.6 Any Director may be removed from their elected or appointed position by a two-thirds majority vote of the entire remaining Board of Directors upon the occurrence of any one of the following events:
(i) Failure by the Director to attend any three consecutive monthly meetings of the Board:
(ii) Failure of the Director to disclose a conflict of interest;
(iii) Where the remaining Directors are of the opinion that the Director has not acted in the best interest of the Club.

7.6(a) A motion to remove a Director must be presented at the meeting of the Board before  the meeting which will consider the motion;

(b) In the event that a Director is subject to criminal investigation involving the Club, then the  said Director shall be suspended from acting in such a position until such time as the  investigation has been conducted by a judicial or other qualified agency.

7.6(c) The meeting considering the motion to remove must have a quorum without counting the  Director who brought the motion, or the Director subject to the motion, neither of whom  may vote on the motion to remove.

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

7.6(e) The Director being removed shall be given the opportunity to present his or her evidence.

7.7 The Board of Directors is to serve on the Board as follows:
(i) A Director shall serve without remuneration save and except in the event that the Board approves such remuneration, salary or honorarium for services and/or expenses above and beyond that which would normally be payable to the Director as reimbursement or special expenses.
(ii) A Director shall be reimbursed for reasonable or special expenses incurred by them in the performance of their duties and may be paid reasonably for any duties they perform under contract to the Club.

7.8 On any occasion in which a Director, or a spouse or a dependent of a Director, has a personal material or other substantial interest in any contract or transaction to which the Club is a party, it is hereby deemed that this Director has a conflict of interest and shall disclose such interest at the time the conflict arises.  The Director shall refrain from speaking to or voting on the resolution to approve the transaction.


ARTICLE 8 – EXECUTIVE COMMITTEE POWERS

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

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

8.2 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 Club.

8.3 Expel or suspend from the Club any person guilty of misconduct or any infraction of the rules and regulations of the Club.

8.4 To ensure that the Club is operated on a non-political and non-sectarian basis.

8.5 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 Board of Directors.

8.6 To appoint advisors to the Board as it deems necessary and appropriate.  Such appointments shall be ratified by the Board of Directors.

8.7 Subject to the ratification by the Board, the Executive Committee shall make such rules and regulations regarding the use of the Club’s facilities as they may deem necessary.

ARTICLE 9 – ELECTIONS

9.1 Election of the Board of Directors shall be held at the Annual General Meeting of the Club.

9.2 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 members of the Board.  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.

9.3 Additional nomination from the floor will be accepted by the Chair at the Annual Meeting.

9.4 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.

9.5 The elected Board of Directors shall take office upon election unless otherwise provided for by the by-laws.

ARTICLE 10 – TERMS OF OFFICE

10.1 Each Executive Director shall normally be elected for a two year term.  At the end of each two year term all Directors on the incumbent Executive Board shall retire, but, if qualified, shall be eligible for re-election.

10.2 Each Director shall normally be elected for a one year term.  At the end of each one year term all Directors on the incumbent Board shall retire, but, if qualified, shall be eligible for re-election.


ARTICLE 11 – MEETING

11.1 The Board of Directors, including the Executive Committee, shall meet at least once a month except as may be prescribed by need of the Club.

11.2 The Executive Committee will meet at the call of the President.  Minutes of the Executive Committee Meeting will be presented at the first Board of Directors meeting following the Executive Meeting.  Notice of the Meeting will be mailed to the Executive Officers at least seven days prior to the meeting.

11.3 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 at the Club.

11.4 An annual meeting will be held on the third Thursday, in the month of April in each calendar year.  The Annual Meeting shall be convened for the purpose of reporting the year’s activities and the elections of officers.  Notice of meeting by way of publication by print or electronic shall be given to the membership at least 30 days prior to the meeting.

11.5 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 Board of Directors at the next regularly scheduled meeting.

11.6 All regular meetings of the Board 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 Committee shall have the right to deny any such request with written notification stating the reasons for the denial.

11.7 All board members are required to attend 5 out of 10 meeting that will be held through the year.  If a board member misses 3 meetings in a row without reason they maybe removed from the board.


ARTICLE 12 – QUORUMS


12.1 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 directors in office at that time.

12.2 The quorum for transaction of the business at a Special General Meeting shall not be less than fifteen (10) members of the Club, including five members of the Board.


12.3 The quorum for the transaction of business at an Annual Meeting shall not be less than twenty voting members, or 75 percent of the Board, not including the 2 scrutineers.

12.4 Meetings shall be adjourned and no business shall be conducted if there is no quorum within thirty (30) minutes after the scheduled time of the meeting.


ARTICLE 13 – VOTING PRIVILAGES

13.1 At regular or special meetings of the Board of Directors each Boards member in attendance with the exception of the President shall have one vote.  The President may only vote in the event of a tie.

13.2 At the Annual General Meeting or any Special General Meeting of the Club, each member of the age of majority in attendance shall be entitled to a vote except in the event that such privileges as a Director have been suspended pursuant to 8.6(b) herein.

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

13.4 All amendments to the Constitution or By-Laws shall require a two-thirds majority vote.

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

13.6 No proxy votes shall be allowed.

ARTICLE 14 – ADVISORY STATUS TO THE BOARD

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

ARTICLE 15 – FINANCE

15.1 The Board shall administer all funds and securities of the Club and present an Annual Financial Review at the Annual Meeting.

15.2 An annual budget shall be submitted by March 31st of the calendar year in which it is required pursuant to the By-Laws of the Club.

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

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

15.5 All financial documents and contracts shall carry a minimum of two signatures as approved by resolution of the Board.

15.6 No person shall sign a contract without the prior approval of the Board, and, no Board shall approve a binding contract of more than thirty-six (36) months duration.

15.7 No person shall incur an expense or commitment on behalf of the Club unless authorized by the Board of Directors or by the Membership at an Annual Meeting.

15.8 The Board of Directors are authorized to incur such expenses as necessary for the continued operation of the facility.

15.9 Expenses or commitments in excess of the authority of 15.8 shall be submitted for approval in the following manners:

i) The project must be approved in principle by a two-thirds majority of the entire Board;
ii) The President shall appoint an ad-hoc committee to study the feasibility of the project, who will in turn provide a report to the Board within sixty (60) days.
iii) Upon acceptance and approval of the report by a two-thirds majority of the Board a Special General Meeting must be called within 60 days, at which time the report will be submitted to the membership for a two-thirds majority final approval.

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

15.11 The Board shall appoint auditors on an annual basis, or on a schedule as prescribed by the By-Laws, to review the accounts of the Club, whose report shall be presented to the members at the Annual General Meeting and filed with the City of Winnipeg, Parks and Recreation Department.  Such person(s) appointed to act as Auditor(s) shall not include any person who is a Director of the Club.  The Accountant(s) are to be paid an amount decided by the Board.

ARTICLE 16 – AMENDMENTS

16.1 Amendments to the Constitution may be made at the Annual Meeting.  All amendments must be received in writing by the Membership no later than twenty-one (21) days prior to the meeting.

16.2 Amendments to the By-Laws may be made at the Annual Meeting or a Special Meeting of the Board of Directors.  Notice of Motion for amendments shall be made at any regular or special meeting of the Board.

16.3 Amendments to the Constitution shall require a minimum of two-thirds majority of the members in attendance at the Annual Meeting.

16.4 Amendments to the By-Laws shall require a minimum of two-thirds majority of the Board members in attendance.


ARTICLE 17 – INDEMNIFICATION

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

(i) All costs, charges and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought or prosecuted against him or her for in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office, except such costs, charges or expenses as are occasioned by his own willful neglect;
(ii) All other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect.

ARTICLE 18 – WINDING UP

Members of the Club do not have and cannot have any personal interest in the property of the Club.  If the Club is dissolved or disbanded, any assets left after all liabilities have been satisfied must be turned over to the City of Winnipeg Community Services Department and be held in trust for the residents of the Community in which it services.

ARTICLE 19 – INTERPRETATION

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

STAEMENT OF APPROVAL

This Constitution approved at the City of Winnipeg, in the Province of Manitoba on the    day of April in the year     Two-Thousand and   , supersedes all previous Constitutions.

              
President       Secretary