Constitution


FORT LIVINGSTONE-PELLY HERITAGE GUILD INC.

CONSTITUTION

Amended March 5, 2012

ARTICLE 1

TITLE

  1. This Constitution may be cited as the Constitution of the Fort Livingstone-Pelly Heritage Guild Inc.

ARTICLE 2

DEFINITIONS

    1. In the Constitution;
      1. "Agreement" means the multimember agreement which establishes the Guild and of which the Constitution is a part; 
      2. “Guild" means the Fort Livingstone-Pelly Heritage Guild Inc.
      3. "Board" means the group of individuals that is selected from  the Founding and Charter member representatives to manage the day-to-day business of the Guild.
      4. "Chairperson" means a member of the Board, elected to office at a meeting of the Board, and who is to preside over meetings of both the Board and the Guild.
      5. "First Nation" means a First Nation defined under the Indian Act, 1985, c.1-5.
      6. "Minister" means the Minister responsible for Heritage Canada and Parks Canada.
      7. "Founding member" is anyone who has paid the required membership fee of $100.00 
      8. "Charter member” is anyone who has paid the required membership fee of $25.00.
      9. "Associate member” is anyone who has paid the required membership fee of $15.00.
      10. Associate or Charter members may be able to become a Founding member by paying the required membership fee  In this Constitution and all bylaws adopted by the members, unless the context requires otherwise, words importing the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neutral genders; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number of persons. 

The headings used in this Constitution are inserted for reference purposes only and are not to be considered in construing the terms and provision hereof or to be deemed in any way to clarify, modify or explain the effect of such terms or provisions.

ARTICLE 3

OBJECTIVES OF THE GUILD

 MISSION STATEMENT; 

    1. To resurrect and restore for all Canadians, the history, the splendor of Old Fort Pelly, the Hudson's Bay Company headquarters along with Old Fort Livingstone, the first North West Mounted Police Headquarters west of the Red River and the first seat of Government for the North West Territories, Canada.
    2. To raise funds necessary for the resurrection and restoration of the Forts.
    3. To plan, develop and implement an educational program that will foster an interest in the history of the Assiniboine and Swan River Valleys.

ARTICLE 4

MEMBERSHIP IN THE GUILD

    1. A person may become a member through the provision of Article 6, “Joining membership”
    2. Membership in the Guild is for an indefinite term and may only be withdrawn pursuant to the provision of Article VIII. “Withdrawal/Expulsion from membership”
    3. Membership in the Guild is not transferable, assignable or sale-able.

ARTICLE 5

CLASSES and voting privileges of Members of the Guild

    1. There shall be 5 classes of members of the Guild.
      1. Founding members
      2. Charter members
      3. Associate members
      4. Corporate members
      5. Honorary members 
    2. Each Founding and Charter member is entitled to vote at all general meetings of the members of the Guild.
    3. Memberships bought by a family or by a corporation are entitled to one vote and have a designated representative at all general meetings.

ARTICLE 6

JO!NlNG MEMBERSHlP

    1. By the purchase of a membership either Founding, Charter, Associate or Corporate.

ARTICLE 7
FINANCIAL CONTRIBUTION' BY NEW MEMBERS

    1. A new member joining the Guild shall pay the required membership according to the class they wish to buy.

ARTICLE 8

WITHDRAWAL/EXPULSION FROM MEMBERSHIP

    1. A member the Guild may withdraw from the Guild by providing a written notice of his intention to withdraw to the Guild.
    2. A member of the Guild who withdraws his membership loses all privileges upon date of the written notice being received by the Guild.
    3. No refund of membership fees or donations will be returned to the withdrawing member.
    4. The Guild may expel from membership a member of the Guild that commits an indictable offense
      or is unethical to the detriment of the Guild and its purpose.
    5. The notice to expel shall be effective 30 days after it has been received by the member of the Guild.
    6. Expulsion of a member shall be at the discretion of the executive.
    7. A member of the Guild that is under notice of expulsion loses all of his rights to participate in Guild decisions from the date it receives the notice to expel until the notice is withdrawn or acted upon.
    8. A member of the Guild that has withdrawn, or been expelled, from the Guild and wishes to rejoin shall be treated as if it were a new applicant.

ARTICLE 9

FINANCIAL Contribution, BY WlTHDRAWlNG/EXPELLED MEMBERS

    1. Upon withdrawal, or expulsion, a member of the Guild loses any right to recover any money, in accordance with the agreement, from the Guild or the other members of the Guild or to make any claim arising from payment of money made in accordance with the agreement to or the use of that money by the Guild. 

ARTICLE 10 

GENERAL MEETlNG OF MEMBERS

    1. The general meeting of the Guild members shall be held once each calendar year.
    2. At least fourteen (14) days  notice of a general meeting of the Guild shall be given to each representative and each member of the Guild.

ARTICLE 11.
RULES OF GENERAL MEETlNG OF MEMBERS

    1. No business shall be transacted at any general meeting of the Guild until a quorum is present.
    2. A quorum shall be at least 50% plus 1 of the Board of Directors of the Guild.

ARTICLE 12
POWERS AND DUTlES OF THE BOARD OF DIRECTORS

    1. Guild Board of Directors may make decisions governing:
      1. The procedure and policy for Guild meetings.
      2. The operating and capital budget
      3. Borrowing. 
      4. Admitting new members of the Guild.
      5. Expulsion of members of the Guild.
      6. Amendments to the Guild agreement and bylaws.
    2. Decisions of the Guild may be made or amended at a duly convened Board meeting. Decisions of the Guild will be binding where they are approved at a properly called meeting by at least 50% plus 1 of the Board of Directors.
    3. Where a member has submitted a proposal pursuant to ARTICLE 12.03, the Chairperson shall include the proposal on the agenda for the general Authority meeting unless:
      1. The proposal is primarily for the purpose of redressing a personal grievance or for the purpose of promoting general economic, political, racial, religious, social or similar causes.
      2. Substantially the same proposal was considered, and defeated, by the Guild within the two(2) years preceding the general meeting. The Board may direct the chairperson to include this type of item on the agenda if they feel that there is value in discussing again the proposal within the two (2) year period.

ARTICLE 13

COMPOSITION OF THE BOARD OF DlRECTORS

    1. Members of the Board of Directors must have a Founding or Charter membership.
    2. If a Founding or Associate membership has more than one name associated with it, only one person named can be on the Board of Directors.
    3. Corporate members may designate one person to be eligible for election to the Board of Directors.
    4. The Board of Directors shall consist of between 8 no less than  nor more than 20 members.

ARTICLE 14
ACCOUNTING BY THE GUlLD

    1. The Guild shall annually appoint an auditor.
    2. The Guild shall keep distinct and regular accounts of its receipts, payments, assets and liabilities.
    3. The auditors of the Guild shall annually audit the accounts  using generally accepted and appropriate audit procedures. ‘The audit shall be completed by December 31.
    4. The audit shall be presented at the general meeting of the Guild within the first 3 months of the following year.

ARTICLE 15

ANNUAL REPORT

    1. The Guild shall prepare an annual report by December 31 of each calendar year.
    2. The report shall be presented to each member of the Guild and to the provincial agency responsible for Heritage.

ARTICLE 16

PURPOSE OF THE BOARD

    1. The purpose of the board is to manage, control, operate and carry out the day to day business of the Guild and ensure the proper operation.

ARTICLE 17

POWERS OF THE BOARD

  1. In the course of operating the Guild, the board will be responsible for planning, implementing and operating programs and activities related to the management, restoration, resurrection of property of the Guild using powers which include, but are not restricted to;
    1. Establishing policies, regulations and rules relating to the Guild.
    2. The purchase and operation of site(s) which will sen/e as information and activity centers.
    3. Entering agreement to carry out any of the Guild purposes.
    4. Hiring employees, including management employees, and establishing the terms of employment for those employees, including their layoff or dismissal.
    5. Establishing committees to research and report to the board regarding any aspects of the Guild mandate or any of the programs proposed or undertaken” by the Guild".
    6. Preparing a budget which will provide the resources to fulfill the Guild mandate.
    7. Proposing borrowing funds as required to meet the established budget.
    8. Acquiring, using and disposing of any necessary real or chattel property.
    9. Annually setting the remuneration and expense amounts for Board officers, Board members, and representatives to the Guild

ARTICLE 18

OFFICERS OF THE BOARD

  1. The Board will annually elect from  its members a chairperson. a vice-chairperson, a treasurer, and a secretary The election will be by majority vote. 
  2. The officers will be elected at the first Board meeting of each calendar year. The officers elected in the previous calendar year will continue to carry out their responsibilities until the new officers are elected.

ARTICLE 19
RESlGNATlON BY THE CHAIRPERSON

  1. Where the Chairperson vacates the chair for any cause, the Vice-Chairperson shall act as Chairperson until the next Board meeting.
  2. At the next Board of Directors meeting following the vacancy in the chair, the Vice-Chairperson shall indicate his interest in running for the office of Chairperson by putting his name forward together with any other member of the Board of Directors who wishes to be a candidate for the office.
  3. If the Vice-Chairperson is  elected as Chairperson he shall immediately assume that office and have the Board elect another Vice-Chairperson.
  4. If the vice-Chairperson is not interested in running for the office of Chairperson, or is not elected as chairperson in answer  to his candidacy, he will cease acting as Chairperson, and resume the office of vice-Chairperson..
  5. The Chairperson elected to fill a vacancy in the chair holds the office for the unexpired term of his predecessor.

ARTICLE 20

RESIGN/\TlON BY THE VICE-CHAIRPERSON

  1. Where the Vice-Chairperson vacates his office for any cause, the board of Directors shall elect a new Vice-Chairperson at the next Board meeting.
  2. The Vice-Chairperson elected during a terms of office holds the office for the unexpired term of his predecessor.

ARTICLE 21

MISCONDUCT BY A BOARD MEMBER

  1. A board member shall;
    1. Disclose that he or his agent, partner, spouse, parent or child, has an interest in land, buildings or corporations that could make a financial profit (hereinafter referred to as a pecuniary interest) from a Board decision;
    2. Not participate in a discussion at a board meeting where he, his agent, partner, spouse, parent or child has a pecuniary interest in the Board‘s decision;
    3. Excuse himself from the Board meeting so as not to be involved with or seen to be involved with making or influencing the  Board’s decision where he, his agent, partner, spouse, parent or child has a pecuniary interest in the  decision; and
    4. Exclude himself from the Board meeting until the Board has completed voting on the matter that may affect his or his agent’s partners, spouses parents or child’s  pecuniary interest.
    5. A board member shall not misuse Guild funds or monies
    6. Where a board member has contravened Article 21.01 or Article 21.02 
    7. The Board may make a resolution requesting the member to resign, or 
    8. A board member shall not be absent from three successive Board of meetings without sufficient cause.
    9. Where a Board member has contravened Article 21.04. The board may make a resolution requesting the member to resign from the Board.

ARTICLE 22

RULES FOR MEETlNGS OF THE BOARD

  1. No business shall transacted at any meeting of the Board until a quorum is present. A quorum shall be a majority of the Board of Directors members.Decisions of the board will be binding where a majority of the Board members present at a properly called meeting approve the decision. A majority shall be comprised of at least 50% plus one (1) of the board of Directors of the Guild. 
  1. Minutes shall be kept of each meeting and approved by the Board as to the accuracy and completeness at the subsequent meeting. A copy of the minutes of each meeting will be distributed to each board of Directors within seven (7) days after their approval.
  2. The Chairperson, Vice-Chairperson and Secretary-Treasurer have the right to vote at Board meetings.

ARTICLE 23

ENTERING INTO AGREEMENTS

  1. The Board may pass a resolution authorizing the Guild to enter into agreements with any individuals, public and private corporations, institutions, organizations, and governments, and otherwise, to provide or obtain services, goods, grants, real and chattel property to ensure that the Guild operates effectively.

ARTICLE 24

BUDGET FOR THE GUILD

  1. The board of Directors shall draft and approve a budget to be presented to the Guild at the annual Guild meeting.
  2. Upon approval of the budget the Board shall not incur an expenditure or debt in excess of the budget without the prior approval of the Guild.

ARTICLE 25

EMPLOYEES OF THE GUILD

  1. The board shall appoint the employees of the Guild as it deems necessary.

ARTICLE 26

Committees

  1. The Board may create Advisory committees and may-assign duties to them.
  2. Where and Advisory committee is created by the board: 
    1. A committee Chairperson shall be appointed from among the Board members. The Chairperson subject to confirmation by the Board.
    2. Other Committee members shall be appointed by the board.
    3. The number of Committee members' shall be determined by the Board.
    4. Committee participants may meet, adjourn, and otherwise regulate their meetings as they may determine.

ARTICLE 27

AMENDING PROCEDURE

  1. Amendments to the constitution must be made in writing and approved by 50% plus one (1) of the membership of the board of Directors in compliance with the Charitable Organization Act. 

ARTICLE 28

WEB SITE

    1. The Guild will maintain a website at www.pellyheritage.ca
    2. The website must have:
      1. An up-to-date membership list
      2. A copy of the Constitution and by-laws
      3. A list of members of the Board of Directors
      4. Copies of the minutes of all official meetings of the Board of Directors, committees, and AGM.

ARTICLE 29

Distribution OF PROPERTY

  1. Upon liquidation and dissolution of the Guild, any remaining Guild property shall be transferred to the Village of Pelly.
© Rick Kurtz 2011