Point Douglas Residents Committee

BYLAWS
Article 1 Preamble 1.1 The Society

The name of the committee is Point Douglas Residents Committee, which may also be known or referred to as PDRC. 1.2 The Mandate

PDRC provides resources and leadership so the people living and working in Point Douglas can work together in building a stronger and safer community, making it a more desirable place to live, work and raise a family. We will accomplish this by: 1.3 Advocating for the people in the community to government and the broader community. Connecting people, ideas and resources. Implementing programs compatible with the strategic plan of the organization. The Bylaws

The following articles set forth are the Bylaws of Point Douglas Residents Committee.

Article 2 Definitions and Interpretation

2.1 Definitions Act means the Corporations Act, S.M. 1976, c40Cap C225 of Manitoba as amended or substituted from time to time. Annual General Meeting means the annual general meeting described in Section 4.1. Board means the Board of Directors of PDRC. Bylaws means the Bylaws of PDRC as may be amended from time to time. Director means any person elected or appointed to the Board. Officer means Chair, Vice Chair, Treasurer or Secretary as described Section 5.2.

In these Bylaws, the following words have these meanings:

(a) (b) (c) (d) (e) (f)

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(g) (h) (i) (j) (k)

Registered Office means the registered office of PDRC. PDRC means Point Douglas Residents Committee. Special Meeting means the special meeting described in Section 4.2. Member (a) any person, 16 years or older, or who lives or works within the boundaries, or (b) any person appointed by the board of Directors who supports the PDRC mandate.

Special Resolution means a resolution passed at a Special Meeting of the PDRC other than
stated in Section 4.1 (c). There must be twenty-one (21) days notice for this meeting stating the proposed resolution. There must be approval by a vote of 50% + 1 of the attendees.

(l)

Boundaries means to the West, Main Street, to the East, the Red River, from the South, Galt Avenue and the North, Redwood Avenue.

Article 3 Meetings of PDRC

3.1 The Annual General Meeting (also known or referred to as AGM) AGM: PDRC holds its AGM no later than end of June of each calendar year, in Winnipeg, Manitoba. The Board sets the place, day and time of the meeting. Notice of AGM: A notice must be given to the community at least twenty-one (21) days before the AGM stating the place, date and time of the AGM, and any business requiring a Special Resolution.

(a) (b)

(c)

Agenda: The AGM deals with the following matters: (i) (ii) (iii) (iv) (v) (vi) (vii) adopting an agenda; adopting the minutes of the last AGM; considering the Chairs report; reviewing the financial statements setting out PDRCs income, disbursements, assets and liabilities and the auditors report; appointing the auditors; electing the Directors to the Board; and considering matters specified in the meeting notice.

(d)
3.2

Quorum: Attendance by 50% of the Directors and 5 community members is a quorum. Special Meeting of PDRC (i) by a resolution of the Board of Directors to that effect; or

(a) Calling of Special Meeting: A Special Meeting may be called at any time:

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(ii) (iii)

on the written request of at least five (5) Directors. The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at this Special Meeting; or on the written request of a delegation with sufficient representation as stated by the Board. The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at this Special Meeting.

(b) Notice: A notice must be mailed, emailed or delivered to the community at least twenty-one (21) days
before the Special Meeting stating the place, date, time and purpose of the Special Meeting.

(c) Agenda: Only matter(s) set out in the notice for the Special Meeting are considered at the Special
Meeting.

(d) Procedure at the Special Meeting: Any Special Meeting has the same method of voting and the
same quorum requirements as the AGM. 3.3 Proceedings at the AGM or Special Meeting Attendance by the Public: AGM and Special Meetings of PDRC are open to the public. Presiding Officer: Meetings are chaired by the Chair or Vice Chair or in their absence, someone chosen by the attendees. Adjournment: The Chair may adjourn any AGM or Special Meeting with the consent of the attendees at the meeting. The adjourned AGM or Special Meeting conducts only the unfinished business from the initial meeting. No notice to the community is necessary if either meeting is adjourned for less than thirty (30) days. PDRC must give notice to the community when an AGM or Special Meeting is adjourned for thirty (30) days or more.

(a) (b) (c)

(d)

Voting: Voting at an AGM or Special Meeting will be conducted as follows: (i) (ii) (iii) (iv) (v) (vi) (vii) Each attendee has one (1) vote. A show of hands decides every vote at every AGM and Special Meeting. The Chair does not have a second or casting vote in the case of a tie vote. If there is a tie vote, the motion is defeated. The person must be in attendance to vote. A majority of the votes of the attendees present decides each issue and resolution, unless the issue needs to be decided by a Special Resolution. The Chair declares the resolution carried or lost. This statement is final, and does not have to include the number of votes for and against the resolution. Five (5) attendees are needed for a ballot vote to be requested. The Chair decides any dispute on any vote. The Chair decides in good faith, and this decision is final.

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Article 4 Governance of PDRC

4.1 The Board of Directors Governance and Management of PDRC: The Board governs and manages the affairs of PDRC. The Board may hire a paid staff to carry out management functions under the direction and supervision of the Board.

(a)

(b)

Powers and Duties of the Board: The Board has the powers of PDRC, except as stated in the Corporations Act. The powers and duties of the Board include: (i) promoting the mandate of PDRC; promoting membership in PDRC; Executive Committee to hire staff to operate PDRC; regulating employees duties and setting their salaries and benefits; maintaining and protecting PDRCs assets and property; approving an annual budget for PDRC; paying all expenses for operating and managing PDRC; paying persons for services and protecting persons from debts of PDRC; financing the operations of PDRC, and borrowing or raising monies; making policies for managing and operating PDRC; approving all contracts for PDRC; maintaining all accounts and financial records of PDRC; appointing a legal counsel as necessary; making policies, rules and regulations for operating PDRC and using its facilities and assets; (xv) selling, disposing of, or mortgaging any or all of the property of PDRC; and without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee or the paid administrator of PDRC.

(ii)
(iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv)

(xvi) (c) (d)

Composition of the Board: The Board's maximum membership: (i) up to sixteen (16) Directors elected at the AGM. Election of the Directors at the First AGM: At the first AGM following the adoption of these Bylaws, the attendees elect the following Directors. (i) up to eight (8) Directors. each serving a one year term ,

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(ii)

up to eight (8) directors, each serving a two year term

(e) (f)

Election at Succeeding AGMs: At each succeeding AGM the Board, attendees elect up to eight (8) Directors, each serving a two year term. Consecutive Terms: Community Members may re-elect any Directors of the Board for a maximum of three (3) consecutive terms for a total of six (6) years, except that the immediate Past Chair may serve an additional year if necessary.

(g)

Resignation of a Director: A Director including the Chair and immediate Past Chair, may resign from office by giving one (1) months notice in writing. The resignation takes effect either at the end of the months notice, or on the date the Board accepts the resignation.

(h)

Removal Director by Board: The Board may remove any Director including the Chair and the immediate Past Chair, before the end of their term: (i) (ii) if the Director has been absent from three (3) consecutive Board meetings without notice; or for just cause. There must be a two-thirds (2/3) vote at a Board meeting.

(i)

Filling a Vacancy: If there is a vacancy on the Board, the remaining Directors may appoint a Member in good standing to fill that vacancy for the remainder of the term. At the next AGM, the attendees must ratify that appointment.

(j)

Meetings of the Board: (i) (ii) (iii) (iv) (v) The Board holds at least ten (10) meetings per year. Fifty (50%) percent of the total number of Directors at any Board meeting is a quorum. Each Director has one (1) vote. The Chair does not have a second or casting vote in the case of a tie vote. If there is a tie vote, the motion is defeated. Meetings of the Board are open to the public, but only Directors may vote. For reasons of confidentiality, the Chair may declare a portion of the meeting to be In Camera, at which point, all attendees except Directors must leave the meeting. (vi) (vii) (viii) A meeting of the Board may be held by a conference call, teleconference or using other forms of technology. Directors who participate are considered present for the meeting. Voting via electronic mail is permitted at the discretion of the Chair. Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.

4.2 (a)

Officers The Officers of PDRC are: the Chair, Vice-Chair, Secretary and Treasurer. The Officers meet as needed at the call of the Chair.

(b)

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(c)

Appointment of Officers: At its first meeting after the AGM, the Board appoints, from among the Directors, all Officers for the following year. The standard term for all Officers shall be two years. All Officers should generally reside in Point Douglas.

(d)

Resignation of an Officer: An Officer may resign from their position by giving one (1) months notice in writing. The resignation takes effect either at the end of the months notice, or on the date the Board accepts the resignation.

(e)

Removal of Officer by Board: The Board may remove any Officer before the end of their term: (i) (ii) if the Officer has been absent without notice from three (3) consecutive Board meetings; or for just cause. There must be a two-thirds (2/3) vote at a Board meeting.

(f)

Holding Office: Subject to Sections 5.1(g), (h) and (i), Officers hold office until re-elected or until a successor is elected. If an Officer is removed, that Officers position must be filled at the next meeting of the Board or as soon as possible. In the event of a resignation of an Officer, that position must be filled between the date the notice of resignation is given and the date the resignation is accepted by the Board or as soon as possible.

4.3

Board Committees Standing Committees: The Board establishes these standing committees: (i) (ii) (iii) Executive Committee; Finance Committee; and Nominating/Governance Committee.

(a)

(b)

Executive Committee (Officers):

(i) recruit and select senior staff.

(ii) provide general guidance to senior staff. (iii) conduct annual performance evaluation of senior staff. (iv) make recommendations to the board with respect to senior staff performance, continuing tenure and compensation. (v) oversee operations and respond to crises between board meetings. (c) Finance Committee: (i) (ii) consists of the Treasurer, who is the Chair, and up to three (3) other Directors appointed by the Board; is responsible for: overseeing annual budget, monitoring revenues and expenditures against budget, reviewing audited financial statements with auditor, approving policies for financial administration, recommending approval of audited financial statements to the AGM and recommending appointment of auditor.

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(d)

Nominating /Governance Committee:

(i)

is responsible for: developing and recommending to the Board criteria for prospective Directors, contacting candidates to determine their interest and identifying and recommending to the board or membership, candidates willing to fill Director vacancies.

(ii) (e) (i)

To review the Bylaws on an annual basis. may be established at the request of the Board. Each committee must be liaison by a Director.

Other Committees:

Article 5 Conflict Resolution

5.1 Conflict is an inherent aspect of human relationship and can be seen as an opportunity for growth. Any Community Member disagreeing or in conflict with the organization or any board Director is invited to bring their concerns to the board. Should the matter not be resolved, the board will consult an outside mediator and will attempt to satisfactorily resolve the issue(s) involved.

Article 6 Finance and Other Management Matters

6.1 The Registered Office

The Registered Office of PDRC is located in Winnipeg, generally within the boundaries as defined in section 2.1 (L). 6.2 Finance and Auditing Fiscal Year: The fiscal year of PDRC is from January 1 to December 31st of each year. Yearly Audit: There must be a financial audit of PDRC annually. A qualified accountant appointed at each AGM must do this audit. At each AGM, the Treasurer submits the completed audited statements for the previous year. 6.3 Cheques and Contracts of PDRC Contracts: All contracts of PDRC must be signed by an Officer, or other persons authorized (signing authority) to do so by Board policy or resolution of the Board. Conflict of Interest: Any Director who is a party to, or has a material interest in any person who is a party to, a material contract or proposed material contract with PDRC shall disclose the nature and extent of their interest at the time and manner provided by the Boards conflict of interest policy. Any such contract or proposed contract shall be referred to the Board for approval even if such contract is one that in the ordinary course of PDRCs business would not require approval by the Board. Such a Director shall not vote on any resolution to approve such contract or proposed contract except as permitted by Board policy.

(a) (b)

(a) (b)

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6.4

The Keeping and Inspection of the Books and Records of PDRC Location of Minute Books: The original Minute Books at the Registered Office of PDRC. This record contains minutes from all meetings of PDRC, the Board and the Executive Committee. Books and Records: The Board keeps and files all necessary books and records of PDRC as required by the Bylaws, the Societies Act, or any other statutes of laws. Inspection of Books and Records: A Community Member wishing to inspect the books or records of PDRC must give reasonable notice to the Chair or Secretary of PDRC of his/her intention to do so.

(a) (b) (c)

(d)

Place of Inspection: Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office, or other regular business premises operated by PDRC, during normal business hours.

(e) (f)

Financial Records: All financial records of PDRC are open for such inspection by the Community Members. Other Records: Other records of PDRC are also open for inspection, except for records that the Board designates as confidential.

6.5

Borrowing Powers Borrowing Funds: PDRC may borrow or raise funds to meet its objects and operations. The Board decides the amounts and ways to raise money, including giving or granting security. Issuing Debentures: PDRC may issue debentures to borrow only by resolution of the Board confirmed by a Special Resolution of PDRC.

(a) (b)

6.6

Payments No Payments: No Community Member, Director or Officer of PDRC receives any payment for their services as a Community Member, Director or Officer. Reasonable Expenses Reimbursed: Reasonable expenses incurred while carrying out duties of PDRC may be reimbursed upon Board approval.

(a) (b)

6.7

Protection and Indemnity of Directors and Officers Indemnity: Each Director or Officer holds office with protection from PDRC. PDRC indemnifies each Director and Officer against all costs or charges that result from any act done as part of his role for PDRC. PDRC does not protect any Director or Officer from acts of fraud, dishonesty or bad faith.

(a)

(b)

No Liability: No Director or Officer is liable for the acts of any other Director, Officer or employee. No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the Committee. No Director or Officer

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is liable for any loss due to an oversight or error in judgment, or by an act in his role for PDRC, unless the act is fraudulent, dishonest or in bad faith.

(c)

Reliance on Auditors Report: Directors or Officers can rely on the accuracy of any statement or report prepared by PDRCs auditor. Directors or Officers are not held liable for any loss or damage as a result of acting on that statement or report.

Article 7 Amending the Bylaws

7.1 Amending the Bylaws Amending the Bylaws: These Bylaws may be canceled, altered or added to by a Special Resolution at any AGM or Special Meeting of PDRC. Notice: The twenty-one (21) days notice of the AGM or Special Meeting of PDRC must include details of the proposed resolution to change the Bylaws. Effective Date: The amended bylaws take effect after approval by a Special Resolution at the AGM or Special Meeting and after being accepted by the Companies Office at the Province of Manitoba.

(a) (b) (c)

Article 8 Distributing Assets and Dissolving PDRC

8.1 No Dividends

PDRC does not pay any dividends or distribute its property among the Members. 8.2 Dissolving PDRC

If PDRC is dissolved, any funds or assets remaining after paying all debts to one or more registered or incorporated charitable organizations with objects similar to those set out in Article 3. Members select this/these organization(s) by Special Resolution. In no event do any Community Members receive any assets of PDRC. ENACTED this ___________day of _______________________ 2011 Board Approved

Chair

Vice Chair

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Dated

Witness

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