VALLEY GARDENS COMMUNITY CENTRE INC.
CONSTITUTION
Amended May 16, 2023
ARTICLE 1 – NAME:
The organization shall be known as Valley Gardens Community Centre Inc., hereinafter referred to as the “Centre”.
ARTICLE 2 – PURPOSE:
The purpose of the Centre is to provide a broad range of recreational and leisure activities for persons of all ages residing 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 Centre 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 needs of recreational and leisure activities, and to ensure that they are aware of the activities and programs being offered by the Centre.
3.3 To administer and operate the Centre in accordance with the Operating Responsibilities as approved by the GCWCC and the City of Winnipeg, Community Services Department.
3.4 To prepare 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 Centre.
3.6 To plan for the continued operation of the Centre and its programs through the recruitment and training of volunteers.
3.7 To provide delegates to and support the programs and policies of the East Kildonan/Transcona District Community Centres Board and the General Council of Winnipeg Community Centres.
ARTICLE 4 – BOUNDARIES:
The Centre shall serve the residents within the boundaries as defined by the City of Winnipeg Community Services.
ARTICLE 5 – MEMBERSHIP:
5.1 The membership of the Centre shall normally consist of those persons residing with the boundaries as specified under Article 4.
5.2 All residents of the City may use the facilities and take part in the programs provided by the Centre, but the Centre shall be specifically concerned with meeting the needs of those residents residing within their designated boundaries.
ARTICLE 6 – FISCAL YEAR:
The fiscal year of the Centre shall be from January 1st to December 31st.
ARTICLE 7 – GOVERNMENT:
7.1 The business and affairs of the Centre shall be managed by a Board consisting of fourteen (14) voting members, which have been elected at the Annual General Meeting of the Membership. Directors may reside outside of the Centre boundaries, as defined in Article 4 if no one from the Center boundaries steps up to fill the vacant position.
7.2 The Executive Committee shall consist of a minimum of five (5) board members at large; normally being the President, Vice President – Operations, Vice President – Sports Programs, Treasurer and Secretary. In the event of a vacancy, the Board shall appoint another director to fill the vacancy for the remaining term of office.
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 appointment(s) must have a two-thirds majority approval of the Board of Directors. Should a vacancy not be filled from within the Board, a Special General Meeting of the Membership shall be called to fill the vacancy(s).
7.4 All members residing within the Centre’s Boundaries as defined in Article 4 and of the age of majority may attend, vote or stand for election at the Annual General Meeting of the Centre. Any existing Directors who reside outside of the Centre’s boundaries, who fills a vacant position may also attend and vote at the Annual General Meeting.
7.5 The office of a Director shall be vacated upon the occurrence of any one of the following events:
a) vacant by death;
b) resignation, in writing, to the Board;
c) removal by resolution of at least two-thirds of the other Directors of the Board.
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:
a) failure by the Director to attend any three consecutive regular monthly meeting of the Board;
b) failure by the Director to disclose a conflict of interest;
c) where the remaining Directors are of the opinion that the Director has not acted in the best interest of the Centre.
7.6.1. A motion to remove a Director must be presented at the Board meeting prior to the Board meeting which will consider the removal motion.
7.6.2. The meeting considering the motion to remove must have a quorum without counting the Director who brought the motion forward or the Director who is the subject of the motion, neither or whom may vote on the motion.
7.6.3. The motion to remove and the reasons for the motion must be emailed to the Director being removed no later than seven (7) days prior to the meeting dealing with the motion.
7.6.4. The Director being removed shall be given the opportunity to present his/her evidence.
7.7 The Board of Directors are to serve without remuneration. No Director may directly or indirectly receive any profit from their position as Director. A Director may be reimbursed for reasonable expenses incurred by them in the performance of their duties, and may be paid reasonably for any duties they perform under contract to the Centre.
7.8 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 the Centre is a party, it is hereby deemed that this 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 resolution approving the transaction.
ARTICLE 8 – EXECUTIVE COMMITTEE POWERS:
The Executive Committee, subject to the ratification of the Board of Directors, shall have the power to do all things necessary for the successful operation of the Centre, thus be empowered to:
8.1 Administer the funds of the Centre in such manner and for such purposes as it may decide are beneficial to the well-being and advancement of the objectives of the Centre, provided the 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 Centre.
8.3 Expel or suspend from the Centre any person guilty of misconduct or any infraction of the rules and regulations of the Centre.
8.4 To ensure that the Centre 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 ratification by the Board, the Executive Committee shall make such rules and regulations regarding the use of the Centre 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 Centre.
9.2 Positions up for renewal, as well as vacant positions, will be posted a minimum of seven (7) days prior to the Annual General Meeting.
9.3 Two months before the Annual General 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 General Meeting. Nominees must express their willingness to stand either by being present at the elections or by written consent.
9.4 The Chair of the Annual General Meeting will accept additional nominations from the floor.
9.5 The positions of President and Vice-President require the individual to have held a position on the Board (or an equivalent Board) for a minimum of two (2) years.
9.6 The position of Treasurer needs to be applied for, and approved by, the Board prior to seeking election.
9.7 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 Director shall normally be elected for a two-year term. Half of the Board to be elected in the even years and the other half in the odd years. Positions vacated before the two-year term is concluded, and not filled by the Board of Directors, will be filled on an interim basis.
10.2 A person shall not serve in more than one position on the Board at one time, with the exception of a Sports Convener role. If after notice to the community via email, reader board and social media posts a Sports Convener cannot be found another board member can step in as a “temporary” Convener in order for The Club to be able to continue to offer this program to the community for the season. This person would only carry one vote at all meetings. Continued effort would be made to find a permanent replacement.
10.3 A person shall not serve in any one position for more than two terms, with the following exception:
a) where there is no other person willing to step forward to fill the position, and
b) the person who has filled the position for the past two terms is willing to continue to fill the position,
c) the person shall be eligible to fill the position until such time as the two-year term is completed or until another person steps forward and is approved by the Board to fill the position.
d) in all other circumstances, in order to be eligible to fill the same position a lapse of one year between terms must have occurred.
ARTICLE 11 – MEETINGS:
11.1 The Board of Directors, including the Executive Committee, will 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, and a preliminary agenda shall be distributed to each Board member ten (10) days following the meeting.
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 Committee Meeting. Notice of the meetings will be distributed to the Executive Officers at least seven (7) days prior to the meeting.
11.3 Special General Meetings may be convened by the President, by a minimum of one-third of the Board of Directors or by fifteen (15) members in good standing of the Centre. Written requests must be acted upon with thirty (30) 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, including the agenda, shall be given to the Membership at least forty-eight (48) hours prior to the meeting. Such notice may be given by way of social media, email and shall be prominently displayed on the Centre's bulletin board.
11.4 An Annual General Meeting will be held during the month of April in each calendar year. The Annual General Meeting shall be convened for the purpose of reporting the year’s activities and the election of officers. Copies of the agenda, minutes of the previous Annual General Meeting, previous year Financial Reports (may be in draft form), and annual Director Reports will be distributed at the meeting. Notice of meeting by way of email to the membership listed in the community centres database, social media and posted on the outdoor reader board located on Antrim. Notice shall be given to the Membership at least twenty-one (21) 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 will have the right to deny any such request with written notification stating the reasons for the denial.
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.
12.2 The quorum for the transaction of business at a Special General Meeting shall be not less than fifteen (15) members of the Centre including five (5) members of the Board.
12.3 The quorum for the transaction of business at an Annual General Meeting shall be not less than ten (10) voting members.
12.4 Meetings shall be adjourned and no business conducted if there is no quorum within thirty (30) minutes after the scheduled time of the meeting. However when an item or items on the agenda require a quick resolution a vote may be taken via email to facilitate a timely decision.
ARTICLE 13 – VOTING PRIVILEGES:
13.1 At regular or special 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 Annual General Meeting, or any Special General Meeting of the Centre, each member residing within the Boundaries of the Centre, as defined in Article 4, and of the age of majority shall be entitled to vote. Any existing Director who resides outside the Centre’s boundaries, who fills a vacant position may also vote.
13.3 A simple majority shall approve all motions with the exception of amendments to the Constitution and By-Laws.
13.4 The Chair may, at his/her discretion, require any contentious issue be voted on by ballot.
13.5 No proxy votes will be allowed. Members must be in attendance at the time of the vote.
ARTICLE 14 – ADVISORY STATUS TO THE BOARD:
The Executive Committee may appoint advisors to the Board, as it deems necessary and appropriate. The Board shall ratify such appointments by a simple majority vote.
ARTICLE 15 – FINANCE:
15.1 The Board shall administer all funds and securities of the Centre and present an Annual Financial Review at the Annual General Meeting.
15.2 A budget shall be submitted to the Board annually.
15.2.1 Budgets and financial statements must be submitted by all Directors for all events of the Centre.
15.3 All funds raised by, on behalf of, or under the auspices of the Centre must have prior approval of the Board. All fundraising events must submit a financial statement at the next regular Board or Sport Directors meeting.
15.4 All funds and securities of the Centre shall be deposited in the name of the Centre 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 incur an expense or commitment on behalf of the Centre unless authorized by the Board of Directors or by the membership at the Annual General Meeting.
15.7 The Board of Directors are authorized to incur such expenses as necessary for the continued operation of the Centre.
15.8 Expenses or commitments, in excess of the authority in 15.7, shall be submitted for approval in the following manner; the project must be approved in principle by a two-thirds majority of the entire Board; the President will appoint an Ad-Hoc Committee to study the feasibility of the project who will provide a detailed written report to the Board within sixty (60) days; upon acceptance and approval of the report by two-thirds majority of the Board a Special General Meeting must be called within sixty (60) days, at which time the report will be submitted to the membership for a two-thirds majority final approval.
15.9 The books and records of the Centre shall be open to inspection by the members at all times, upon reasonable notice to the Board.
15.10 The Board shall annually appoint auditors to review the accounts of the Centre, whose report shall be presented to the members at the Annual General Meeting and filed with the City of Winnipeg, Community Services Department. The person(s) appointed auditors shall not include a person who is a Director of the Centre. The accountant(s) are to be paid an amount decided on by the Board.
15.11 Each Director requires approval from the Board, prior to making a commitment on behalf of the Centre, on expenses over and above approved budget amounts.
ARTICLE 16 – AMENDMENTS:
16.1 Amendments to the Constitution may be made at the Annual General 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 General Meeting or a Special Meeting of the Board of Directors. Notice of motion of 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 voting members in attendance at the Annual General Meeting.
16.4 Amendments to the By-Laws shall require a minimum of two-thirds majority of the board members in attendance.
ARTICLE 17 – IDEMNIFICATION:
Every Director or Officer of the Centre or other person who has undertaken or is about to undertake any liability on behalf of the Centre and their heirs, executors, administrators and estate, respectively, shall at all times be indemnified and saved harmless out of the funds of the Centre 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 by him/her 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 willful neglect.
(b) All other costs, charges and expenses which he 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.
ARTICLE 18 – WINDING UP:
Members of the Centre do not have and cannot have any personal interest in the Centre’s property. If the Centre 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.
ARTICLE 19 – INTERPRETATION:
In the event of any dispute as to the meaning of any article heretofore or hereafter passed, the interpretation of the Board of Directors shall be final and conclusive.
ARTICLE 20 – BOARD COMPOSITION:
The Board shall be composed of the following positions:
1) President
2) Vice President – Operations
3) Vice President – Sports Programs
4) Development Director
5) Special Events
6) Hockey Convener
7) Ringette Convener
8) Soccer convener
9) Softball Convener
10) Baseball Convener
11) Basketball Convener
12) Secretary
13) Treasurer
14) Publicity Director
ARTICLE 21 – PROCEDURES AND ORDER OF BUSINESS AT A REGULAR MEETING:
Roberts Rules of Order will apply.
Meeting shall be as follows:
Call to Order
1) Correspondence
2) Approval of the Regular Meeting Minutes
3) Business arising out of the minutes
4) Approval of Financial Statements
5) New Business
6) Approval of Fundraising Activities
7) Report of Directors
8) Other Business
9) Adjournment
STATEMENT OF APPROVAL:
This Constitution was approved at the Annual General Meeting held on Tuesday, May 16, 2023 and therefore supersedes all previous Constitutions.