Constitution - proposed changes 2013

Page 1

CONSTITUTION OF THE CENTRAL CORYDON COMMUNITY CENTRE INC. (GENERAL BY-LAW NO. 1)

PREAMBLE This General By-law No. 1 relates to the conduct of the affairs of the Central Corydon Community Centre Inc. and is to be referred to as the “Constitution”. Article 1.

Name and Office

The organization shall be known as “Central Corydon Community Centre Inc.” (hereinafter referred to as “C4”). The organization registered/incorporated as the Central Corydon Community Centre Inc. shall operate as the Corydon Community Centre. 1.2 The Registered Office of C4 shall be within the boundaries of C4 , as defined in Article 4.1 (the “Designated Area”) at such location therein as determined by the Board. 1.2 The Registered Office of the Central Corydon Community Centre Inc. shall be within the boundaries of the Central Corydon Community Centre Inc. as defined in Article 4.1 ((the “Designated Area”) at such location therein as determined by the Board. 1.1

Article 2. 2.1

Purpose

The purpose of C4 shall be to stimulate, organize, foster, promote and supervise the development of educational, recreational, leisure and sports activities for persons of all ages resident within the area designated by the City of Winnipeg as the C4 area, and specifically in co-operation with the Community Services Department of the City of Winnipeg, General Council of Winnipeg Community Centres, and Winnipeg School Division 1, to stimulate, organize, foster, promote, and supervise educational, recreational, leisure, and sports activities on the grounds and facilities of C4. The purpose of the Corydon Community Centre shall be to provide a facility for healthy recreation and other uses to the community to stimulate, organize, foster, promote and supervise the development of educational, recreational, leisure, and sports activities for members resident within the area designated by the City of Winnipeg as the Corydon Community Centre area, and specifically in co-operation with the Community Services Department of the City of Winnipeg, General Council of Winnipeg Community Centres, and Winnipeg School Division 1.

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-2The Central Corydon Community Centre (change Central Corydon Community Centre to Corydon Community Centre)shall be carried on without purpose of gain for its members, and any profits or other assets of the organization shall solely be used to meet its objectives.

The objectives of C4(change C4 to Corydon Community Centre) shall be:

3.1

To plan and initiate or conduct a variety of educational, recreational, leisure, and sports 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 educational, recreational and leisure activities, and to ensure that they are aware of the activities and programs being offered by C4.

3.2 To communicate with the residents of the Designated Area so as to determine their needs for educational, recreational and leisure activities, and to ensure that they are aware of the activities, programs, and facilities being offered by the Corydon Community Centre. 3.3

3.5

3.6

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To administer and operate C4 (change C4 to Corydon Community Centre) consistent with the objectives established by the Board of Directors and in accordance with the Operative Responsibilities as may be properly required by the General Council of Winnipeg Community Centres (“GCWCC”) and the City of Winnipeg Community Services Department. Formatted: No bullets or numbering

3.3 3.4

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To promote activities through which funds may be raised to support the continued viability of C4 (change C4 to Corydon Community Centre). 3.4 To plan for the continued operation of the C4’s Board and its programs through the recruitment and training of volunteers and staff. 3.5 To plan for the continued operation of the Corydon Community Centre’s Board and its facilities and programs through the recruitment and training of volunteers and staff. To support the programs and policies of the C4 Board and to provide delegates and support to the GCWCC. To support the facilities, programs and policies of the Corydon Community Centre Board and to provide delegates and support to the GCWCC.

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-3Article 4. 4.1

Boundaries

C4 shall serve the residents residing within the combined boundaries of the Crescentwood Community Centre (“Crescentwood”), the River Heights Community Centre (“River Heights”) and the Sir John Franklin Community Centre (“Sir John Franklin”). The boundaries of Crescentwood, River Heights and Sir John Franklin are as described in Schedule “A” hereto and the boundary of C4 shall be the external boundary of the three amalgamated Community Centres. The Corydon Community Centre shall serve the residents residing within the boundaries as defined by the City of Winnipeg.

Article 5.

Membership

5.1

The Members of C4 shall be those individuals residing within the Designated Area of C4. The Members of the Corydon Community Centre shall be those individuals residing within the designated area of the Corydon Community Centre.

5.2

Any families not residing within the Designated Area may apply for Membership in C4 by applying to the GCWCC for a transfer and, if approved, shall be considered as a Member. Any families not residing within the Designated Area may apply for Membership in the Corydon Community Centre by applying to the GCWCC for a family transfer and, if approved, shall be considered as a Member. Any adult not residing within the Designated Area may apply for membership in C4 to the Board of Directors, and if approved shall be considered a member. Any adult not residing within the Designated Boundaries may apply for membership in the Corydon Community Centre to the Board of Directors, and if approved shall be considered a member.

5.3

5.4

All residents of the City of Winnipeg may use the facilities; however, C4 shall be specifically concerned with meeting the needs of those residents residing within the Designated Area. All residents of the City of Winnipeg may use the facilities; however, the Corydon Community Centre shall be specifically concerned with meeting the needs of those residents residing within the Designated Boundaries. 5.4

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-4Article 6.

Fiscal Year

6.1 The fiscal year for C4 (change C4 to Corydon Community Centre)shall be April 1 to March 31.

Article 7.

Government

7.1

The business and affairs of C4(change C4 to Corydon Community Centre) shall be managed by a Board of Directors consisting of a minimum of twelve or thirteen Directors (the “Board”), including six or seven Executive Officers as described in Article 7.2 below and a minimum of six members at large as described in Articles 7.3 and 7.4 below. The Directors, other than the Past President, are to be elected at the Annual General Meeting (“AGM”) of the Members. A summary of the Board Positions is attached as Schedule “B.”

7.2

The Executive Committee shall consist of six or seven Executive Offices including a Past President (when applicable), President, three Vice Presidents, a Secretary and a Treasurer, all of whom are to be elected into those Executive Office positions. When applicable, the Past President shall also be a Director and Member of the Executive Committee. The President and Vice Presidents shall be members residing within the Designated Area (one Vice President resident within the pre-existing boundaries of each of the sites) and shall be of the age of majority as at the date of election. A candidate for the position of President must have served as a Director and Member of the Executive Committee in the preceding year to be eligible for election as President. The positions of treasurer and secretary can be filled (at the discretion of the Board) by any member of the Board. The Executive Committee shall consist of six or seven Executive Officers including a Past President (when applicable), President, three Vice Presidents, a Secretary and a Treasurer, all of whom are to be elected into those Executive Office positions. When applicable, the Past President shall also be a Director and member of the Executive Committee. The President and Vice Presidents shall be members residing within the Designated Boundaries and shall be of the age of majority as at the date of election. A candidate for the position of President must have served as a Director and Member of the Executive Committee in the preceding year to be eligible for election as President. The position of Treasurer (whenever possible, shall hold an accounting designation) and Secretary can be filled (at the discretion of the Board) by any member of the Board.

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-57.3

The Directors to serve as Members at Large shall be elected at the AGM. Subject to Article 7.4 below, two of the elected Members at Large shall reside in each of the three amalgamating Community Centres such that there will be two Directors residing within each of the boundaries of Crescentwood, River Heights and Sir John Franklin. Any Member of C4 who is of the age of majority shall be entitled to vote for each of the six Directors to be elected as Members at Large. The Directors to serve as Members at Large shall be elected at the AGM. Any member of the Corydon Community Centre who is of the age of majority shall be entitled to vote for Directors to be elected as Members at Large.

7.4

Subject to compliance with the election process as set out in Article 9 herein, an individual who does not reside within the designated area of C4 (Corydon Community Centre instead of C4) and, as such, would not otherwise be eligible for election, may still be eligible for election for one of the member at large positions outside of the minimum 12 or 13 Directors as outlined in article 7.1. A maximum of three individuals who do not reside within the designated area of C4(Corydon Community Centre instead of C4) may serve as a Director at Large.

7.5

In the event that the position of any Executive Officer or Member at Large becomes vacant, the Board 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 Board of Directors. Should a vacancy not be filled by the Board, the position shall remain vacant until the next following AGM.

7.6

Subject to the express terms of the Constitution herein, all Members of the age of majority may attend, vote or stand for election at the AGM.

7.7

The office of a Director shall be vacated upon the occurrence of any one of the following events:

(c) 7.8

(a) by death; (b) resignation in writing to the Board; or removal as described in Article 7.8 below.

Any Director may be removed from their position by a two-thirds majority vote of the Directors eligible to vote on the Motion upon the occurrence of any one of the following events:


-6(a) (b) (c)

failure by the Director to attend three regular monthly meetings of the Board without Notice; failure by the Director to disclose a conflict of interest; or where two-thirds of the voting Directors are of the opinion that the Director has not acted in the best interests of C4(Change C4 to Corydon Community Centre).

7.9

A Motion to remove the Director must be presented at the meeting of the Board before the meeting which will consider and vote on the motion.

7.10

The meeting to vote on the Motion to remove a Director must have a quorum (see Article 12) without counting the Director who brought the motion, or the Director who is subject to the motion, neither of whom may vote on the Motion.

7.11

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 to vote on the removal.

7.12

The Director bringing the Motion and the Director being removed shall be given the opportunity to present evidence at the meeting to consider and vote on the removal.

7.13

The Board of Directors is to serve without remuneration. No Director may directly or indirectly receive any profit from his/her position as a Director. A Director may be reimbursed for reasonable expenses incurred by him or her in the performance of duties, on approval of the Executive Committee, and may be paid reasonably for any duties performed under contract to C4. (Change C4 to Corydon Community Centre)

7.14

On any occasion in which a Director, or a spouse or dependent of a Director, has a personal, material, or other substantial interest in any contract or transaction to which C4(Change C4 to Corydon Community Centre) is a party, it is hereby deemed that any such Director has a conflict of interest and shall disclose such interest at the time. The Director shall refrain from speaking to or voting on the Motion approving the transaction.


-7Article 8. 8.1

Executive Committee Powers

The Executive Committee shall have the power to do all things necessary for the successful operation of C4(change C4 to Corydon Community Centre, and thus shall be empowered to: (a)

To conduct the day-to-day business of C4(change C4 to Corydon Community Centre);

(b)

Administer the funds of C4(change C4 to Corydon Community Centre) in such a manner and for such purposes as it may decide are beneficial to the well-being and advancement of the objectives of C4(change C4 to Corydon Community Centre), provided that same are not contrary to the general policy of the City;

(c)

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 C4 (change C4 to Corydon Community Centre)all subject to ratification by the Board;

(d)

Expel or suspend from C4(change C4 to Corydon Community Centre) any person guilty of misconduct or any infraction of the rules and regulations of C4 (change C4 to Corydon Community Centre);

(e)

To ensure that C4(Change C4 to Corydon Community Centre) is operated on a non-political and non-sectarian basis;

(f)

Notwithstanding any other provision of the Constitution, but subject to ratification by the Board, appoint committees chaired by members of the Board appointed by the Executive Committee, either standing or temporary, and prescribe their duties, powers and duration thereof. Said committees to be chaired by members of the Board are to include but not limited to Bingo, Personnel, Communications, Fundraising, Hall Rental, Program & Sport, House and Grounds, Canteen, District.

(g)

To appoint advisors to the Board as it deems necessary and appropriate. Such appointments shall be subject to ratification by the Board;

(h)

To provide a recommendation and/or options to the Board with respect to the hiring and terms of employment of a General


-8Manager with any such hiring and terms of employment to be subject to ratification by the Board; and (i) (i) Subject to ratification by the Board, the Executive Committee shall make such rules and regulations regarding participation in activities and the use of C4 (change C4 to Corydon Community Centre)facilities as it may deem necessary. (ii) Article 9.

Elections

9.1

Election of the Board of Directors shall be held at the AGM of C4.(change C4 to Corydon Community Centre)

9.2

Two months before the AGM, 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 and one of whom shall be the Past President. The Chair of the Nominating Committee shall be the Past President. The Nominating Committee shall ensure that a slate of Executive Officers and Members at Large will be prepared and presented at the AGM. The Chair of the Nominating Committee shall deliver the proposed slate to the President at least fourteen days prior to the AGM. Nominees must express their willingness to stand either by being present at the AGM or by written consent.

9.3

If a Member of C4 (change C4 to Corydon Community Centre) wishes to stand for election as a Director and satisfies the criteria set out in the Constitution herein, and the individual is not presented as part of the proposed slate brought forward by the Nominating Committee, such Member may provide Notice in writing to the President of his or her desire to stand for election, which Notice may be delivered to the General Manager of C4(change C4 to Corydon Community Centre), to the President in person or to the registered office of C4 (change C4 to Corydon Community Centre at least seven days prior to the date of the AGM. Subject to Article 9.5 below, if Notice is not received within the seven days prior to the AGM, the Member shall not be eligible for election at the AGM. The Notice shall specify the Member’s name, address and the position for which the Member wishes to stand for election whether as an Executive Officer or, if as a Member at Large,(delete - whether from Sir John Franklin, Crescentwood or River Heights area). If a Member has complied with Article 9.3 herein, the Member shall be eligible for election.

9.4

If either as part of the proposed slate prepared by the Nominating Committee or by way of Notice having been given in accordance with Article 9.3 herein, an individual who wishes to stand for election resides outside of the boundary of C4(change C4 to Corydon Community Centre),

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-9the Board shall determine whether such individual shall be entitled to stand for election at the AGM and shall advise the said individual whether he or she shall be eligible for election at least two days prior to the AGM. Such determination shall be in the sole discretion of the Board and reasons for any such determination need not be provided. 9.5

If, at the AGM, there is a position whether as an Executive Officer or Member at Large for which the Nominating Committee has not proposed an individual(s) willing to stand for election and if no Member or individual has provided Notice in compliance with Article 9.3, then, and only then, shall the Chair of the AGM accept nominations from the floor for election as an Executive Officer or Member at Large. Nominations will only be accepted for Members

9.6

For Elections, subject to a Motion as described below, the Chair 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. On Motion approved unanimously by the Voting Members present, voting for Elections may proceed by way of show of hands with counting and announcement of the result by the Chair.

Article 10. 10.1

Term of Office

Each Director shall be elected for a one year term. The President, unless elected as President for a further year term, shall ex officio, become the Past President. If the President is re-elected as President, the Past President shall remain as Past President for the ensuing year. At each AGM, all Directors on the incumbent Board shall retire, but, if qualified, shall be eligible for re-election.

Article 11.

Meetings

11.1

The Board of Directors including the Executive Committee shall 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 shall be e-mailed (where possible) to each Board Member at least seven days prior to the meeting.

11.2

The Executive Committee shall meet at the call of the President. Minutes of the Executive Committee meetings will be presented at the first Board meeting following the Executive meeting. Notice of the meeting will be emailed (where possible) to the Executive Officers at least seven days prior to the meeting.


- 10 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 twenty Members in good standing of C4(change C4 to Corydon Community Centre). Written requests must be acted upon within thirty days of receipt of the request. Such 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 shall be given to the Membership at least fourteen days prior to the meeting. A copy of the Agenda shall be posted prominently on bulletin boards at(Corydon Community Centres sites) (delete - C4 including at the former Sir John Franklin, River Heights and Crescentwood Community Centres.) In addition, Notice may also be given by way of advertisement in a community newspaper and/or in C4’s(change C4 to Corydon Community Centre’s) newsletter.

11.4

The AGM will be held in the month of May or June in each calendar year. The AGM shall be convened for the purpose of reporting the year’s activities, the election of Directors and any Motions requiring a vote by Members. Notice of the AGM shall be by way of posting, as described in Article 11.3 above. In addition, Notice may also be given in C4’s(change C4 to Corydon Community Centre) newsletter and/or on C4’s (change C4’s to Corydon Community Centre’s) website. Such Notice shall be given to the Membership 90 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 Board meeting.

11.6

All regular meetings of the Board shall be open to the public with the exception of “in camera” discussions and votes which deal with sensitive matters. Any Member wishing to appear on the Agenda must give Notice to the President at least 7 days prior to the meeting. The Board will have the right to deny any such request with written notification stating the Reasons for the denial. Executive Committee meetings are to be in camera unless directed otherwise by the Executive Committee.

11.7

If all of the Directors’ present consent, a Director may participate in a regular Meeting of the Executive Committee, the Board or of a Committee by means of telephone or other such communication facilities. Such facilities must permit all persons participating in the meeting to hear each other and a Director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting and may be given with respect to all Meetings of the Board. In addition, a Resolution in writing, signed by all of the Directors entitled to vote thereon at a meeting of Directors is as


- 11 valid as if it had been passed at a Meeting of Directors and is effective from the date specified in the Resolution. 11.8

The Chair of any SGM or of the AGM or of a Board Meeting shall be the President or, alternatively, one of the Vice-Presidents as appointed by the Executive Committee.

11.9

Other than for Elections which are governed by Article 9.6 herein, any question or Motion at a Meeting of Directors or Members shall be decided by a show of hands unless a ballot is demanded as hereinafter provided. Wherever a vote by show of hands shall have been taken upon a question, a Declaration by the Chair that the vote upon the question has been carried and an entry to that effect in the Minutes of the Meeting shall be proof of the votes in favor of or against any resolution. On any question proposed for consideration at a Meeting of Members, any Member may demand a ballot. A ballot so demanded shall be taken in such manner as the Chair shall direct and any demand for a ballot may be withdrawn at any time prior to the taking of the ballot.

11.10 Any Director, Member or Auditor may waive any Notice required to be given under the provisions of The Corporations Act of Manitoba, or the Constitution or otherwise and such waiver whether given before or after the Meeting or other event of which Notice is required to be given shall cure any default in giving such Notice. 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 the Directors in office at the time. For a quorum, there must also be a minimum of four Executive Officers present.

12.2

The quorum for the transaction of business at a SGM or AGM shall be not less than twenty Voting Members of C4(change C4 to Corydon Community Centre).

12.2 12.3 Meetings shall be adjourned and no business conducted if there is no quorum within thirty minutes after the scheduled time of the meeting.

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- 12 Article 13

Voting Privileges

13.1

At Meetings of the Board of Directors, each Board 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 AGM or any SGM of C4(change C4 to Corydon Community Centre), each Member (including Directors) of the age of majority in attendance shall be entitled to a vote.

13.3

All motions at the AGM or SGM, with the exception of amendments to the Constitution and except as provided otherwise by The Corporations Act of Manitoba shall be approved by a simple majority. All amendments to the Constitution shall require a two-thirds majority.

13.4

No proxy votes will be allowed.

Article 14 14.1

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 a simple majority vote.

Article 15

Finance

15.1

The Board shall administer all funds and securities of C4(change C4 to Corydon Community Centre) and present an Annual Financial Review at the AGM.

15.2

An Annual Budget shall be submitted by the Executive Committee to the Board for approval no later than February 1.

15.3

All funds raised by or on behalf of, or under the auspices of C4 (change C4 to Corydon Community Centre) must have prior approval of the Board.

15.4

All funds and securities of C4(change C4 to Corydon Community Centre) shall be deposited in the name of C4(change C4 to Corydon Community Centre) with a recognized financial institution which shall be selected by the Board. The banking business of C4(change C4 to Corydon Community Centre) shall be transacted with such chartered banks, trust companies, credit unions or other such organizations as may from time to time be designated by the Board and the banking business shall be transacted under such instructions and delegations of power as the Board may from time to time prescribe or authorize.


- 13 -

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 incur an expense or commitment on behalf of C4 (change C4 to Corydon Community Centre) unless authorized by the Board subject to the conditions outlined in the By-laws or by the Membership at the AGM.

15.7

The Board is authorized to incur such expenses as necessary for the continued operation of C4(change C4 to Corydon Community Centre) subject to the conditions outlined in the By-laws.

15.8

Unbudgeted Capital Projects and/or unbudgeted expenses in excess of $3,000 (referred to as a “Major Expense�) except emergency repairs or maintenance, shall be submitted for approval in the following manner: (a) (b)

(c)

15.9

the Capital Project/Major Expense must be approved in principle by a two-thirds majority vote of the Board; the President shall then appoint an Ad-Hoc Committee to study the feasibility of the Capital Project/Major Expense, which Committee shall provide a detailed written report to the Board within 60 days of being appointed; and the Capital Project/Major Expense shall be submitted to the Board and must be approved by a two-thirds majority.

The books and records of C4(change C4 to Central Corydon Community Centre Inc.) shall be open to inspection by the Members at all times, upon reasonable Notice to the Board. The Minutes of in-camera meetings shall not be open to inspection by the public or Members.

15.10 The Board shall annually appoint Auditors to review the accounts of C4(change C4 to Central Corydon Community Centre Inc.), whose report shall be presented to the Members at the AGM and filed with the City of Winnipeg. The person(s) appointed Auditors shall not include a person who is a Director of C4(change C4 to Central Corydon Community Centre Inc.). The Accountant(s) are to be paid an amount decided on by the Board.


- 14 Article 16 16.1

Amendments to the Constitution may be made at the AGM. All proposed amendments must be prominently posted at C4(change C4 to Corydon Community Centre), (delete -_including the former Sir John Franklin, River Heights and Crescentwood Community Centres,) no later than 30 days prior to the meeting. Amendments to the Constitution shall require a minimum of two-thirds majority of the Members in attendance at the AGM.

Article 17 17.1

Amendments

Indemnification

Every Director or Officer of C4(change C4 to Central Corydon Community Centre Inc.) or other person who has undertaken or is about to undertake any liability on behalf of C4(change C4 to Corydon Community Centre) and their heirs, executors, administrators and estate, respectively, shall at all times be indemnified and saved harmless out of the funds of C4(change C4 to Central Corydon Community Centre Inc.) from and against: (a)

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/her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted in or about the execution of the duties of his/her office except such costs, charges or expenses as are occasioned by his/her own wilful neglect, improper conduct or failure to act in good faith in the best interests of C4(change C4 to Central Corydon Community Centre Inc.); and

(b)

All other costs, charges and expenses which he/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/her own willful neglect, improper conduct or failure to act in good faith in the best interests of C4(change C4 to Central Corydon Community Centre Inc.).


- 15 Article 18 18.1

18.2

Sites/ Winding-Up

C4 shall maintain and operate all three of the Crescentwood, Sir John Franklin and River Heights sites. No site is to be closed unless the closing of the site is approved by a two-thirds majority vote of the Board and a two-thirds majority vote of the Members. The Corydon Community Centre shall maintain and operate all the sites designated as part of the Central Corydon Community Centre Inc. No site is to be closed unless the closing of the site is approved by a two-thirds majority vote of the Board and a two-thirds majority vote of the Members Members of C4(change C4 to Corydon Community Centre) do not have and cannot have any personal interest in C4’s(change C4’s to Central Corydon Community Centre Inc.’s) property. If C4(change C4 to Central Corydon Community Centre Inc.) is dissolved or disbanded, any assets left after the liabilities have been satisfied must be turned over to the City of Winnipeg.

Article 19

Interpretation

19.1

In the event of any dispute as to the meaning of any Article herein, the interpretation of the Executive Committee shall be final and conclusive.

19.2

In all situations in which the Articles of Incorporation, this Constitution or any other By-laws do not determine the procedure or question, the Scott, Foreman Roberts Rules of Order Newly Revised, 1990 Edition, 9th Edition, shall apply.

Statement of Approval This Constitution approved by the First Directors at the Meeting held on March 22, 2011. This Constitution approved at the Annual General Meeting held on May 29, 2013 supersedes all previous Constitutions

President Date: May 30, 2012 Date: May 29, 2013

Secretary


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