Constitution & Board

MISSION STATMENT

The mission of the Victoria Beach Permanent Residents Association ( VBPRA) shall be to encourage a sense of community, to voice concerns to Council, to liase between VBPRA and Council, and to advocate for permanent residents.

 

BOARD

Michelle Carlson, Chair michelle@vbpra.ca

Mike Bartmanovich, Vice Chair/Secretary mike@vbpra.ca

Dennis Mulrew, Member dennis@vbpra.ca

Sandy Gessler, Member sandy@vbpra.ca

Siegfried Kraft, Member  siegfried@vbpra.ca

Stephen Boyd, Member steve@vbpra.ca

Ted LeBaron, Member  ted@vbpra.ca

 

CONSTITUTION

ARTICLE 1. NAME 

The name of this corporation shall be the Victoria Beach Permanent Residents Association, hereafter referred to as the Association.

 

ARTICLE 2. MISSION STATEMENT and PURPOSE 

The purpose of this Association shall be to encourage a sense of community, to voice concerns to Council, to liaise between the Association and the Council, and to advocate for permanent residents.

The Association shall operate for the Community in a manner so as to provide:

a forum for discussion of issues and concerns which effect the entire RM acknowledging and respecting diverse demographics, neighborhood customs and historical values

Support and strengthen communications between residents and Council

Act as a resource to provide advice, guidance support to elected officials

Encourage development of ideas to improve the amenities of the area allowing for the needs of the growing population who may chose to make the RM their permanent home

ARTICLE 3. LEGAL 

The Constitution and Bylaws of the Association shall be binding on all members, committees and sub-committees of the Association.

ARTICLE 4. GOVERNANCE 

The Association shall be governed by a Board of Directors as determined in the By-Laws and consistent with all Provincial and Federal regulations that apply.

ARTICLE 5. DISSOLUTION 

In the event of dissolution of the Association:

5.1 The Board of Directors may, at its discretion, dissolve the Association if the general membership believes it no longer serves the purposes as indicated in Article 2 Mission Statement and Purpose.

5.2 All funds remaining after meeting outstanding liabilities shall be distributed to the non-profit organization(s) within the RM whose objectives most closely accord with those of the Association as determined by the membership at dissolution.

5.3 No member shall hold any right to the Association property.

ARTICLE 6. AMENDMENTS 

6.1 Amendments to this constitution may be proposed either by the Board of Directors by a petition of ten percent of the members in good standing. Adoption of the amendments to the Constitution shall require a two-thirds vote of the members voting at an Annual General Meeting or a Special Meeting called for that purpose.

6.2 Amendments to the By Laws may be proposed by any member in good standing through a Notice of Motion at least 30 days prior to a vote. Adoption of amendments to the By-Laws shall require a simple majority vote of the members voting at a regular meeting of the members.

BY-LAW 1: GOVERNANCE 

The Association will be governed by a Board of Directors, and will govern in accordance with the following By-laws:

1. Board of Directors 

1.1 The Board of Directors (the Board) shall consist of officers designated as President, Treasurer and Secretary and at least two (2) and a maximum of four (4) members-at-large who, shall be elected for two-year terms:

1.2 The Board will establish policies and guidelines, review services, conduct, manage and control the business of the Association and make rules and regulations consistent with the law.

1.3 The Board will hold regular meetings and record minutes.

1.4 The Board will maintain financial records and provide for a financial review annually.

1.5 The Board of Directors, at its discretion, may remove from office any officer who misses three consecutive Board meetings without reasonable excuse. The Board of Directors shall have the authority to appoint a replacement from the membership to fill any vacant seat until the next Annual General Meeting.

1.6 The Board of Directors shall manage the day-to-day business, raise funds in any manner consistent with the policies of the Association, strike sub-committees as necessary, and perform all other necessary functions.

1.7 Decisions or actions of the Board of Directors may be overruled at a general meeting by a two-thirds majority of the members present.

1.8 A quorum in the Board of Directors is a majority of its members.

1.9 In the event a member of the Board resigns or cannot fulfill their term an appointment from the membership shall be made by the Board of Directors as soon as possible to fill the vacant seat for the remainder of the term.

BY-LAW 2:  DUTIES OF THE BOARD MEMBERS AND MEMBERS-AT- LARGE OF THE BOARD

2.1 President: 

Serve as Chief Executive of the Association

  • Chair Business meetings of the Board and general meetings
  • Prepare agendas for meetings with consultation of the Secretary
  • Serve as or provide for ex-officio member of all committees
  • Oversee the daily management of the Association
  • Serve or provide for liaison between the Association and other community organizations
  • Act in the capacity of a signing officer of the Association
  • Prepare and submit an annual report to Annual General Meeting

2.2 Secretary:

  • Attend and record minutes of all Board and General Meetings
  • Provide copies of minutes of meetings to Board and distribute copy of the minutes of the General Meeting as directed by the Board.
  • Be responsible for mailbox key and regular pick up of all correspondence
  • Report all correspondence to Board/General meetings and record and file for reference.
  • Act in the capacity of a signing officer of the Association.
  • Prepare and submit a yearly report to the Annual General Meeting if required.

2.3 Treasurer:

  • Take responsibility for the collection and deposit of all funds in a designated financial institution in the name of and to the credit of the Association.
  • Disbursement of Association funds for the payment of properly vouchered invoices and accounts.
  • Prepare records for presentation by Financial Reviewer for year-end statement.
  • Preparation of and submission of a yearly financial report for the Annual General Meeting (AGM).
  • Put forward a nomination of a financial reviewer at the AGM
  • Act in the capacity of a signing officer of the Association
  • Present an accurate financial statement at every regular meeting of the Board of Directors
  • Although no officers or directors will receive remuneration or benefit directly or indirectly from his/her position, the treasurer will return reasonable expenses incurred in the performance of his/her duties, with the approval of the Board.

2.4 Members at Large of the Board:

  • Shall attend all Board meeting with full voting powers
  • Perform duties as assigned.

BY-LAW 3: ELECTIONS 

3.1. The Association shall hold an election at the Annual General Meeting.

3.2. Eligibility of Candidates: Candidates for the Board of Directors shall be selected from among members in good standing of the Association.

3.3 A Nominating Committee of two (2) members of the Board shall be appointed by the Board of Directors at least two months prior to the Annual General Meeting of the year of an open position.

3.4 The Nominating Committee shall submit the slate of nominees to the

Annual General Meeting.  In addition, nominations for any position shall be

accepted from the floor at the Annual General Meeting, providing the

nominator has first obtained the consent of the nominee.

3.5 The voting procedure for the election of Officers at the Annual General Meeting shall be by a show of hands, or if a ballot is demanded by a majority of members present, a secret ballot shall be taken.  A simple majority of those present will carry the vote. The candidate with the most votes will be declared elected.

3.6. Terms: All positions will be for a two-year term. Former holders of the office will not be excluded from standing again.

3.7 Assumption of Duties: Those members of the Board elected each year shall take office immediately following the Election at the AGM.

BY-LAW 4: MEETINGS 

4.1 There shall be one Annual General Meeting of the membership on the second Monday of May of each year.

4.2 Board Meetings shall be held at the discretion of the Board: There shall be at least four (4) Board Meetings per year. A quorum at a Board of Directors will be a majority of those present. The Board of Directors shall determine the date, time, and place for any special meetings of the Board.

4.3 Regular General Meetings: There shall be at least two (2) General Meetings of the membership per year. A quorum at a General Meeting shall be forty-five (45) members.

4.4 Parliamentary Authority: Robert’s Rules of Order, as revised, shall govern all procedural questions arising at all meetings when they are consistent with the Associations constitution and bylaws.

4.5 Proxy: Any Board member may appoint a Member to act as Proxy for them at a Board Meeting with the Power to vote. A Proxy may act at a meeting for only one Board member. The presiding officer must be notified of such proxy appointment directly or in writing by the absent Board member prior to the meeting before the proxy may be allowed to serve.

4.6 Other attendees: Members of the Association may attend Board Meetings and may be granted the privilege of the floor at the discretion of the presiding officer but shall have no power to vote.

BY-LAW 5: MEMBERSHIP 

5.1 Membership is open to all persons 18 years and over whose declared permanent residence is within the RM.

5.2 It shall be a condition of membership that members, at all times, conduct themselves in a reasonable manner at meetings, events, and activities.

5.3 The membership list and any dues collected from members may only be used for the affairs of the Association.

BY-LAW 6: DUES, ASSESSMENTS AND GIFTS 

6.1 The Association will make no special assessments against the membership of the Association. Voluntary contributions may be solicited for specific approved purposes.

6.2 Gifts and bequests may be made to the Association for any use compatible with the purpose of the Association. Such gifts and bequests may be receipted, but not for tax purposes.

6.3 A charge may be made to members for attendance at Association sponsored activities.

BY-LAW 7 SUB-COMMITTEES 

7.1 Sub-Committees may be established by the Board of Directors as necessary. Chairpersons of these committees shall be appointed by the President. Each sub-committee chairperson shall select the personnel of his/her committee. All sub-committees shall operate under the direction and approval of the Board of Directors.

BY-LAW 8: FINANCES 

8.1 The fiscal year shall be April 1 to March 31.

8.2 All expenditures shall be submitted to the membership for approval at a general meeting.

8.3 Financial matters arising at a General Meeting shall be tabled and referred to the Board of Directors for their review and action.

8.4. In voting on financial matters at Board and General Meetings, a simple majority will carry the decision.

8.5 For all documents, contracts and financial transactions of the Association any two of the members of the Board of Directors with signing authority shall be signatories.

BY-LAW 9: PUBLICATIONS 

The Association may issue and distribute to the membership, through print and electronic media, notices and special publications subject to regulations governing the subject matter, with publication dates, and distribution as prescribed by the Board.

BY-LAW 10: ASSOCIATION RECORDS AND ANNUAL REPORT 

10.1 It shall be the duty of the Secretary to ensure all Association records are up to date and available to the membership.

10.2 It shall be the duty of the Treasurer to ensure all records of the Association finances are up to date and have them available for annual review.

BY-LAW 11: AMENDMENTS 

All proposed amendments to these bylaws must be presented as a “Notice of Motion” one month in advance of a regular General Meeting. The membership is to be advised of the date and time of the General Meeting at which the amendments will be considered for adoption. Mailed-in or email ballots will also be accepted at the discretion of the Board. Adoption of the amendments shall require a simple majority of the members voting.