Constitution

Marmora Sno-Fest Association Constitution

Proposed Amendments 2008




Article I   Name and Location, Objects and Affiliation



1.01  NAME and LOCATION

 

The Association shall be named the MARMORA SNO-FEST ASSOCIATION INC., hereinafter referred to as the Association, and located in the Municipality of Marmora and Lake, Ontario, hereinafter called the Municipality.

The Association head office shall be:  Box 459, 12 Bursthall Street, Marmora, Ontario.   K0K 2M0


1.02  OBJECTS


a)        To promote and advance the Community participation in the Sno-Fest Association. 

b)        To organize and promote sled dog races

c)        To arrange Environmental displays re Marmora and surrounding area.

d)        To promote and organize other activities throughout the year.


1.03  AFFILIATION

 

The Association shall act in affiliation with the Municipality and provide a place on the Board of Directors [which hereinafter shall be called the Board] for an appointee of the Municipality, the appointee having full rights of a Director other than to nominate.




Article II   SEAL



2.01    SEAL


Until changed by resolution of the Board of Directors, the Corporate Seal of the Association shall remain in the office of the Association lawyer.




Article III   MEMBERS



3.01    Membership in the Association shall be open to persons aged 16 and over who support the                Objects of the Association.


3.02        Any person may request membership in the Association under one of the following:

a)        A general member is anyone who has donated volunteer work to the Association within the                past fiscal year.

b)        A Life member is a member who has donated 10 years of service to the Association and who         has demonstrated loyal support and dedication.


3.03        Membership applications for both classes shall be on a form approved by the Board and available from the Secretary, and must be signed by the applicant.


It is the responsibility of each member to notify the Secretary of any changes of membership data.




ARTICLE IV   Officers and Directors



4.01   OFFICERS  

The governing body of the Association shall be known as the Board of Directors, hereinafter referred to as the Board, which shall consist of Officers; namely the Chair, Vice Chair, Past Chair, Secretary and Treasurer; a minimum of three and a maximum of 6 Directors and an appointee from the Municipality.

The duties of each Officer of the Executive Committee, the Directors and the Committee Chairpersons shall be set as prescribed from time to time by the Board.


4.02        Duties of the Board.


a.        Establish the policy of the Association

b.        Control all the moneys and assets belonging to the Association.

c.        Exercise all powers of the Association as are set out by the Corporations Act.

d.        The power to make or amend regulations inconsistent with the By-laws of the Association.

e.        To make or amend Rules and By-laws for its own governance

f.        To fix or enforce penalties for violations of such Rules


4.03        Vacancies.

 

The Board may vacate the position of any of its elected members for the   member’s non-attendance at two consecutive Board meetings.

A vacancy in the office of Chair shall be filled by the Vice Chair. Vacancy in the position of an Officer other than the Chair shall be filled by a Director or, if a Director is not available, by a Member. A vacancy in the position of Director may be filled by a Member appointed by the Board, or may be left open.

 

4.04      The EXECUTIVE COMMITTEE of the BOARD


THE Executive Committee of the Board shall consist of:

       The Chairperson

       The Vice Chairperson

       The Treasurer

       Secretary

       Past Chair

             Council Appointee

All members of the Board and Executive are elected to office at the Annual General Meeting of the Members, pursuant to Section 9.2 of the By-laws.  The Past Chairperson and Council Representative shall also act as Directors of the Executive Committee.


4.05       DUTY of all OFFICERS of the ASSOCIATION:

       a.        Promote and advance the best interests of the Association

       b.        To study and abide by the Association By-laws and Regulations

       c.        To be fully conversant with the duties, responsibilities, and authority of the office held

       d.        To carry out the duties and responsibilities of the office with dignity, impartiality, enthusiasm, skill and dedication to the best of the officer’s ability

       g.        Difference[s] of opinion shall be brought forward openly, respectfully and with consideration for various points of view.

         h.        Upon relinquishing an office to promptly deliver  his/her successor all documents, record files, communications, bank books, statements and any other property of the Association

  

4.06            DUTIES OF CHAIR

The President shall be the Chief Executive Officer of the Club and shall preside at all general and Board meetings.  The President is responsible for the general and active management of the Club and shall see that all orders and resolutions of the Club and the Board are implemented. On fiscal matters will co-sign with Treasurer.

 

4.07       DUTIES OF PAST CHAIR

The Past Chair shall provide continuity and assistance to the incoming President and shall be the Chair of the Nominating Committee.

 

4.08        DUTIES OF VICE CHAIR

The Vice Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair, shall co-sign with Treasurer in the absence of the Chair, and shall perform any other duty that may be requested by the Board.

 

4.09    DUTIES OF THE TREASURER

 

1.       Have the custody of the funds of the Association and keep full and accurate accounts of the Association’s assets, liabilities, receipts and disbursements;

2.       Deposit all monies and other valuable effects to the credit of the Association in a chartered bank or Trust Company designated by the Board;

3.       Disburse the funds of the Association and render to the Board an accounting of all transactions and a written statement of the financial status of the Association at each Board meeting.

4.       Issue all cheques, contracts, documents or other effects, countersigned by either Chair or Vice Chair.    Note: In the absence of the Treasurer due to sickness or disability, the Board may appoint any two of its members to co-sign with either the Chair or Vice Chair during the emergency with copies of all such documents forwarded to the Treasurer.

5.       All donations received shall be coordinated with the appropriate officer in the Municipal offices and entered into a specific account for the use of the Association.

6.       The Treasurer will work with the Auditor and present a report at the Annual General Meeting.

 

4.09      DUTIES OF THE SECRETARY

 

1.   Maintain the membership records of the Association

2.   Record the minutes of all Association and Board meetings and make them available to the general membership of the Association on request and maintain the Minute Book, which will be co-signed by the presiding Officer.

3.   Handle the correspondence of the Association; and

4.   Give notice of Association meetings where such notice is required by this Constitution.




Article V    COMMITTEES OF THE BOARD OF DIRECTORS



5.01      The Board may appoint its elected members to act as Chair of various committees of the Board. The duties and the tenure of any such appointment shall be at the will of the Board. An elected member of the Board may Chair more than one committee of the Board.


5.02      The committee Chairs shall appoint the members of their respective committees, who shall be Members of the Association, and report those Members' names to the Board and Secretary.


5.03      A nominating Committee shall be appointed consisting of three members.   The Chair of this committee shall be the Past Chair of the Board.  This committee shall nominate candidates sufficient to fill the elected positions at the following annual general meeting, and the list of nominees shall be included in the notice of that meeting.


5.04      The action of the committees shall be subject to the authority of the Board.




Article V1   MEETINGS

 


6.01            GENERAL MEETINGS


Annual general meeting

The annual general meeting of the Association shall be held on the third Friday in April at a time and place determined by the Board.


Special general meetings

The Board may call special general meetings at a date, time and place determined by the Board.

A special general meeting may be held to resolve a petition signed by a minimum of ten Members within thirty [30] days of the date of receipt of such petition.


Quorum of general meetings

The quorum at the general meetings of the Association shall be 50 percent (50%) of the Members on record with the Secretary and in attendance at the meeting.

 

6.02     Meetings of the Board of Directors may be held at such time and place as the Chairperson may determine.  The Vice-Chairperson or Past Chairperson may make that determination if the Chairperson is not present.  All directors shall be informed of the time, place and agenda prior to the meeting.

 

6.03            EXECUTIVE MEETINGS

 

Three Executive Directors, one of which shall be the Chairperson, the Vice-Chairperson or the Past Chairperson, shall constitute a quorum for the transaction at any meeting of the Executive Committee. 

 

6.04            Every question shall be decided by a majority of votes cast.  Each director shall have one vote and in the case of an equality of votes, the Chairperson (or Vice-Chairperson or Past Chairperson in the Chairperson’s absence) shall be entitled to a second or casting vote.


6.05            Directors shall not receive any monetary remuneration for their services, but by resolution of the Board of Directors, certain expenses incurred during the performance of the Association business may be reimbursed.

 

 

 

Article VII   Fiscal Year, Voting, Elections, Auditors, Interpretation and Procedure.



7.01        The fiscal year of the Association shall run from May1st to April 30th.


7 02       The election year shall run from May 1st to April 30th.


7.03         An Annual General Meeting of the members of the Association shall be held once in a calendar year on the 3rd Friday of April at such place and at such time as shall be designated by the Board of Directors.


7.04       The election of Officers and Directors shall be conducted at each Annual General Meeting by a single secret ballot that provides for the maximum of one vote for each position.


7.05      Notice of the Annual General Meeting shall be issued to all members 25 days prior to the meeting and shall contain the time, place and agenda.

           

7.05      At all meetings of the members of the Association every question shall be decided by the majority votes cast on the question, and in the case of an equality of votes, the chairperson of the meeting shall be entitled to a second or casting vote.

 

7.06      AUDITORS

 

The Association may appoint an Auditor or an Audit Committee to audit both the accounts of the Association and the conformance of the Association activities to the directions of the Association and to the directions of the Board, and to report to the Members in a manner directed by the Association.


7.07      INTERPRETATION

 

In this Constitution, unless the context otherwise requires, words in the singular and the feminine shall include the plural and the masculine, as the case may be, and vice versa, and references to persons include corporations and other organizations.


7.08      PROCEDURE

 

All meetings of the Association and all other matters of practice and procedure not otherwise specified in this Constitution shall be governed by Robert's Rules of Order, current edition.




Article VIII       Indemnity

 


8.01      Any Officer or Director who undertakes a liability on behalf of the Association shall be indemnified and saved harmless by the Municipality of Marmora and Lake from and against all costs, charges and expenses incurred in respect to any act whatsoever made in the execution of the duties of the office or in respect to any such liability, except such expenses as are incurred by the Officer’s or Directors own willful neglect or willful fault.

 



Article IX       Amendment of the Constitution

 


9.01            Amendments to the Constitution shall be made at the Annual General Meeting of the Association and requires a two-thirds vote of the members present.




Article X         Dissolution


10.01        Upon the dissolution of the Association, all assets of the Association shall be donated to the Municipality of Marmora and Lake to be used for public recreational purposes.




Article XI        Declaration


11.01    All previous Constitutions and/or By-laws are hereby rescinded and replaced by this Document.


 




SIGNED

 



                                    CHAIR                                                           SECRETARY

 




Dated                            /        /  2008