Definitions in this by-law:
“Foundation” means the Morden Area Foundation Inc.
“Board” means the Board of Directors, Morden Area Foundation Inc.
“Director” means Governor (Articles of Incorporation)
- Gender, etc. In these by-laws and in all other by-laws of the Foundation hereafter passed, unless the context otherwise requires words imparting the singular number or the masculine gender shall, include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
2.01 The seal in the form impressed in the margin hereof, shall be the seal of the Corporation.
Custody of Seal
2.02 The Secretary shall have custody of the seal.
Sealing of Documents
2.03 Sealing of Documents: The Seal of the Corporation when required may be affixed to contracts, documents and instruments in writing by any officer or director of the Corporation.
3.01 The head office of the Foundation shall be in the Town of Morden, Province of Manitoba, and at such place therein as the Board from time to time determine
Article Four (amended September 2001)
Powers of the Board
4.01 The property and business of the Foundation will be managed by the Board which shall consist of nine (9) directors. All officers and committees shall be responsible to, and subject to the direction and control of, the Board.
Terms of Office
4.02 a. Initially the Nominating Committee will appoint eight directors of whom four will be appointed for a two year term and four will be appointed for four year term.
b. In succeeding years all directors shall be appointed to the Board for a term of four years.
c. Any Director who has served two consecutive terms of office shall not be eligible for reappointment to the Board until a period of at least one year has elapsed since the end of his second consecutive term in office.
d. The Thomas Sill Foundation will name a representative to the Board for the period of time that our agreement with them is in effect. The representative from the Thomas Sill Foundation to the Board will not be bound by Section 4.02 (B) and (C).
Meetings of the Board may be held at any time and place as determined by the Board, provided that fifteen days notice of such meeting shall be sent in writing to each director and provided there shall be at least one meeting per year.
The quorum for any meeting of the Board shall consist of a majority of the Board.
The directors and members of committees shall serve without remuneration and no director or committee member shall directly or indirectly receive any profit from his position on the Board as such. A director or committee member may be reimbursed for reasonable expenses incurred by him in the performance of his duties and any director or committee member who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Corporation.
Removal of Directors
With just cause and fifteen days notice any director may be removed at any duly convened meeting of the directors by a vote of not less than two thirds of the members present at a meeting. The Chairperson of the Board will report such removal to the Nominating Committee.
Resignation of Director
Any director may withdraw his membership on the Board by written resignation.
Vacancies on the Board, however created, shall from time to time be filled for the unexpired term by the Nominating Committee.
5.01 The Nominating Committee whose duty it is to appoint members to the Board shall be composed of:
1. The Mayor, Town of Morden, Manitoba.
2. Chairperson, Western School Division Board, Morden, Manitoba.
3. President, Chamber of Commerce, Morden, Manitoba.
In the event that any member of the Nominating Committee is unable to attend a meeting of the Nominating Committee he will, in writing, appoint a representative on his behalf, provided that such a person shall, to the extent practicable, be the deputy or assistant to such person in the capacity by virtue of which he is a member of the Nominating Committee.
The Nominating Committee will meet at least once every two years to appoint directors to the Board as contemplated by paragraph 4.02 (B). They shall meet at such other times as the Board may determine.
Procedure of Meetings
Procedure for meetings of the Nominating Committee will be determined by its members.
The Mayor of the Town of Morden shall, if present, be the chairperson of all meetings of the Nominating Committee, but if he is not present, the meeting shall appoint another person as chairman.
- The Board may create, amend or dissolve any other committees, the terms of reference powers and membership of which shall be determined by the Board.
Indemnification of Directors and Officers
- Every director or officer of the Foundation who has undertaken or is about the undertake any liability on behalf of the Foundation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Foundation, from and against:
- 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, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his officer or in respect of any such liability; and
- All other cost, 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 own willful neglect or default.
8.01 The officers of the Foundation shall be a Chairperson, one or more Vice- Chairpersons, a Secretary and a Treasurer, and such other offices as the Board may by by-law determine.
Appointment and Removal
8.02 Officers shall be appointed by resolution of the Board annually. With just cause and fifteen days notice any officer may be removed at any duly convened meeting of the directors by a vote of not less than two-thirds present at the meeting. The terms of employment of any officers, including remuneration, if any, to be paid to any officers, shall be determined by the Board.
Term of Office
8.03 The officers of the Foundation shall hold office for one year from the date of appointment or election or until their successors are elected or appointed.
The Chairperson shall:
- Be the chief executive officer of the Foundation:
- If present, preside at all meetings of the Board:
- Subject to the control, supervision and direction of the Board, have general control and supervision of the affairs of the Foundation.
The Vice-Chairperson shall, in the absence or disability of the Chairperson, perform the duties and exercise the powers of the Chairperson.
The Treasurer shall:
- have the responsibility of accounting for all corporate funds and securities;
- keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Foundation;
- deposit all monies, securities and other valuable effects in the name and to the credit of the Foundation in such chartered bank or trust company, or in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time.
- Disburse the funds of the Foundation as may be directed by the Board, taking proper vouchers for such disbursements; and
- Render to the Board accounts of all the transactions and a statement of the financial position of the Foundation.
The Secretary shall:
- attend all Board meetings and act as secretary thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose;
- give or cause to be given notice of all meetings of the Board;
8.08 The duties of all other officers of the Foundation shall be such as the terms of their engagement call for or the Board requires of them.
Execution of Documents
- The Board may from time to time by resolution appoint an officer or officers on behalf of the Foundation to sign specific contracts, documents and instruments in writing.
- The Annual or any other general meeting of the member shall be held at any place and time as the Board may determine.
- At any annual meeting, in addition to any other business that may be transacted, the financial statement and the report of the auditor shall be presented and auditors shall be appointed for the ensuing year.
- Fifteen days prior written notice shall be given to each member of any annual or special general meeting of members.
- Each director present at a meeting shall have the right to exercise one vote.
- Unless otherwise ordered by the Board the fiscal year end of the Foundation shall be August 31st.
Amendments of By-laws
- By-laws of the Foundation may be amended provided that a notice of motion to so amend has been filed with the Secretary, not less than fifteen days prior to the meeting, who shall forthwith notify all directors in writing. Such amendments shall be effective only when the support of those voting at the meeting is equal to a majority of all the directors.
- The directors may, at each annual meting, by resolution choose to or not to appoint an auditor to audit the accounts of the Foundation, to hold office until the next annual meeting. The remuneration of the auditor shall be fixed by the Board.
Rules and Regulations
- The Board may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Foundation as they deem expedient.