THE EDMONTON GARRISON FAMILY RESOURCE CENTRE

BY-LAWS REVISED JULY 2006

  

Article I - NAME AND DEFINITIONS

 

1.1       The name of the registered society is the Edmonton Garrison Military Family Resource Centre Society (MFRC), hereinafter referred to as the Centre.

 

1.2       A member is defined as a regular, reserve or retired member of the Canadian Forces (CF), the  spouse/partner, widow (er) and the immediate family of the CF member and civilian Department of National Defence (DND) employees including those employed with the following programs: Personnel Support Program (PSP), Non-public Funds (NPF) and Community Recreation Association (CRA).

 

1.3       An associate member is defined as any interested person/s approved by the Board of Directors and/or past Board of Directors.

 

1.4       An ex-officio member is defined as being a member by virtue of the position or office they hold.

 

1.5       A member in good standing is defined as one who is current in all membership dues and/or fee payments.

 

Article II - REGISTERED OFFICE

 

2.1       The registered office of the Centre will be located at Building 161, located at the Edmonton Garrison at the corner of Mons Avenue and Range Road 244.

 

Article III - MISSION

 

3.1       The Centre will foster and support individual, family and community well-being by providing

            services and support which address the uniqueness of our military families.

 
 

Article IV - MEMBERSHIP

 

3.1       Without discrimination, membership in the centre shall be comprised of regular members who are able to vote and ex-officio members who shall be non-voting.

 

3.2       All Centre employees are considered ex-officio members of the membership, not entitled to voting privileges.

 

3.3       Only members in good standing are permitted to vote during the Annual General Meeting, or at any other special meeting called by the Centre.

 

3.4       Any conduct of a member/s that would, in the opinion of the Executive Director and/or the Board of Directors, bring discredit to the centre shall render the person/s liable to expulsion, suspension of membership, or refusal to re-new membership.

 

3.5       Suspension will be under the terms determined by the Executive Director/Board of Directors but not continuing beyond three calendar months.

 

3.6       Before expulsion, suspension, or refusal to re-new membership is affected; the member concerned will be given notice of the proposed action and reasonable opportunity to make written representation to the Executive Director/Board of Directors.  Any decision by the Executive Director/Board of Directors will be final and binding.       

 

Article VI - BOARD OF DIRECTORS

 

4.1       The affairs of the Centre  shall be conducted in accordance with all applicable laws governing registered charities, by a governing, democratic and voluntary Board of Directors, hereinafter referred to as the Board.

 

4.2       Subject to the bylaws or direction given it by a majority vote of the members at any Annual General Meeting or Special Meeting of the Centre, the Board shall have full governance of the Centre.

 

4.3       The Board shall be comprised of a minimum of seven (7) members at all times.

 

4.4       Any four (4) voting members will constitute a quorum at any general or special board meeting.

 

4.5       All members of the Board are to be members in good standing and have attained the age of Eighteen (18) years.

 

4.6       Ex-officio members will be appointed to provide advisory support to the Board. Ex-officio members do not have voting power.

 

4.7       The Board shall normally meet once every month or at the call of the Chair. A Special Meeting shall be called, within four (4) days, by the Chair upon written request initiated by two or more members of the Board. The request shall detail the reason for the meeting. Notice may be given by fax, email, or by telephone.

 

Article VII - BOARD MEMBERSHIP

 

5.1       Subject to approval by the Board, any person who is a regular or reserve member of the Canadian Forces, or is employed at the Edmonton Garrison; or is a retired member of the Canadian forces drawing an annuity; or is the partner or widow/er, of majority age, of the aforementioned personnel; and whose primary residence is within the hinterland of the City of the Edmonton, and ascribes to the purpose of the Centre are eligible to became a member of the Board of Directors.

 

5.2       The Board may from time to time appoint members to the Board who are of majority age, whose residence lies within the hinterland of the city of Edmonton and who ascribes to the purpose of the Centre and who is a non-military member of the community.

 

5.3       The majority (51 per cent) of the voting Board Members shall be civilian spouses of fulltime serving CF members.

 

5.4       Members of the Board shall not be paid honoraria or per diem fees for their services as Directors of the Centre.

 

5.5       Membership of the Board will cease when:

            a.         a member submits a letter of resignation

            b.         the member is voted out of office

c.          a member has missed three (3) scheduled meeting without due notice to the Board Chair.

 

5.6       Board members must observe a period of ninety (90) days after resigning from the board before applying for any paid position at the Centre.

 

5.7       Paid Centre staff members who meet Board membership criteria must observe a period of ninety (90) days following the termination of their employment before being considered as a potential Board member.

 

Article VIII - COMPOSITION OF THE BOARD

 

6.1       The Board shall consist of:

a.         An Executive Committee elected from the voting members of the Board to fill the position of Chair, Vice-Chair, Secretary and Treasurer.

b.         Additional members appointed to the Board as community members or to participate in standing or ad-hoc committees for a prescribed period of time.

c.          Ex-Officio Members consisting of the Base Commander’s Representative, the Centre’s Executive Director, and other ex-officio members as deemed necessary.

6.2      
The Board may establish permanent standing, ad-hoc or other special purpose committees, as deemed necessary to carry out specific functions, to study specific issues and make recommendations to the Board.  The respective powers and duties for all standing, ad-hoc and special committees will be defined by the Board.

 

6.3       The Standing committees include but are not limited to:

            a.         Fundraising

            b.         Planning

            c.          Board Management

 

6.4       The Chairperson of any standing, ad-hoc or special purpose committee shall be a voting member of the Board. Membership in any of these committees is not restricted to Board Members

 

6.5       Each ad-hoc and special purpose committee will be terminated automatically upon completion of the task for which it was struck.

 

6.6       Each standing, ad-hoc and special purpose committee shall keep a written record of its proceedings and shall make a full report to the Board.

 

6.7       The Executive Committee shall determine any question, as to the jurisdiction of any committee.

 

6.8       All disputes and protests shall be investigated by the Executive Committee or any such committee specifically convened for that purpose.

 

Article IX - BOARD MEMBERS

 

7.1       Board Members are expected to attend all monthly and special meetings of the Board, and the Annual General & special meeting of the Centre, and in conjunction with all other members, carry out the functions of the Board as specified in these By-Laws.

 

7.2       Board Members are expected to perform other duties normally associated with the function of Board Members, as assigned by the Chair.

 

Article X - FUNCTIONS OF THE BOARD OF DIRECTORS

 

8.1       The collective Board is responsible for:

a.         Facilitating the achievement of the stated purpose of the Centre.

b.         Providing direction in identifying and prioritising the social needs of the military family community

c.          Recommending and approving the establishment of programs, activities, or services to meet the identified social needs of the military family community.

d.         Review the effectiveness of programs, activities, and services to ensure that they achieve the stated purposes of the Centre and follow the prescribed policies of the Director, Military Family Services (DMFS) located in Ottawa.

e.         Providing direction and guidance to the executive director through the Chair as spokesperson of the Board.

f.          Participate as a positive representative and advocate of the Centre.

g.         The members of the Board shall be responsible for providing supervised direction and support to the Executive Director, for reviewing and approving an annual budget and for carrying out the policies and directives of the Centre as set out in the by-laws, and as determined from time to time by the Centre’s general meeting.

 

Article X - EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS

 

9.1       The Board is comprised of the following executive positions:

a.         Chair

            b.         Vice Chair

c.          Secretary

e.         Treasurer

 

9.2       The Chair:

a.         Is a partner with the Executive Director in achieving the Centre’s mission.

b.         Provides leadership to the Board and to the Executive Director.

c.          Attends all meetings of the executive and monthly meetings of the Board and the Annual General and special meetings of the Centre.

d.         Calls meetings of the Board and Centre as deemed appropriate.

e.         Ensures the due observation of functions and procedures as set forth in Robert’s Rules of Order (revised).

f.          Is one of the three signing authorities (Chair, Vice-chair or Treasure) along with the Executive Director           , of all cheques for Centre disbursements.

g.         Helps guide and mediate the Board actions with respect to policies, procedures, organisational priorities and governance concerns.

h.         Ensures adherence to by-laws.

i.          Discusses issues confronting the Board with the Executive Director.

j.          Facilitates the evaluation of the Executive Director’s performance.

k.         Evaluates the effectiveness of the Board

l.          Evaluates annually the effectiveness of the Centre in achieving its mission.

m.        Develops and maintains close liaison with all levels of military command.

n.         Actively promotes the Centre

o.         Provides orientation to new Board members and to the new Chair when elected.

p.         Monitors financial planning and financial reports.

q.         Demonstrates commitment to the Board

r.          Supports Board programs and policies

s.          Performs other duties as assigned by the Board.

 

 

 

9.3       The Vice-chair:

a.         Attends all meetings of the executive and monthly meetings of the Board and the Annual General and special meetings of the Centre.

b.         Is one of three signing authorities (Chair, Vice-chair or Treasurer) along with the Executive Director, of all cheques for Centre disbursements.

c.          Serves on the Executive Committee.

d.         Is familiar with the duties of the Chair and acts as a consultant to the Chair.

e.         Actively promotes the Centre

f.          Chairs the Fund-raising committee.

g.         Assumes the responsibilities of the Chair, as appropriate, in the absence of the Chair.

h.         Assists in the evaluation of the Executive Director’s performance.

i.          Demonstrates a commitment to the Board

j.          Supports Board policies and procedures.

k.         Provides orientation to the new Vice-chair when elected.

l.          Performs other duties as assigned by the Board.

 

9.4       The Secretary:

a.         Attends all meetings of the executive and monthly meetings of the Board and the Annual general and special meetings of the Centre.

b.         Serves on the executive committee.

c.          Develops meeting agenda with the Executive Director.

d.         Records and signs the minutes of any special closed meetings (in-camera), executive meetings and other books and records as deemed necessary.

e.         Assists in the evaluation of the Executive Director’s performance.

f.          Actively promotes the Centre.

g.         Provides orientation to the new secretary when elected.

h.         Supports board policies and programs.

i.          Demonstrates commitment to the board.

j.          Performs other duties as assigned by the Board.

 

9.5       The Treasurer:

a.         Attends all meetings of the executive and monthly board meetings, the Annual General meeting and special meetings of the Centre.

b.         Serves on the executive committee.

c.          Presents regular financial reports to the Board.

d.         Establishes and reviews, in concert with the Executive Director, the annual operating budget.

e.         Is responsible for the overall books of the Centre.

f.          Is one of three signing authorities (Chair, Vice-Chair or the Treasurer) along with the Executive Director.

g.         Assists in the evaluation of the Executive Director’s performance.

h.         Actively promotes the Centre.

i.          Supports board policies and programs.

j.          Demonstrates commitment to the Board.

k.         Provides orientation to the new Treasurer when elected.

l.          Performs other duties as assigned by the Board.

 

Article X – FINANCIAL

 

10.1     The Board shall ensure that the Centre operates without purpose of gain for its members, and any profits generated shall be used in promoting the Centre’s objectives.

 

10.2     An annual budget shall be prepared and adopted by the Board prior to the beginning of each fiscal year.

 

10.3     The fiscal year of the organisation shall begin 1st April of one year and finish 31st March of the following year.

 

10.4     The Centre shall hold an account with a recognised financial institution in the name of the Centre.

 

10.5     The Executive Director shall authorise the withdrawal of funds from the account, and any two of the authorised signatories shall sign the instrument of withdrawal.

 

10.6     Expenditure of funds not provided for by the annual budget shall require the specific prior approval of the Board.

 

10.7     The Centre has the authority to borrow funds upon unanimous approval of the Board.

 

10.8     The Centre may not make loans to or from any of its members, the Board or employees or give directly or indirectly, by means of a loan, guarantee, the provision of security or otherwise, any financial assistance to any member or employee.

 

10.9     Those members of the Board or employees of the Centre who authorise or consent to making a loan or giving any financial assistance in contravention of the above shall are jointly and severally liable to the Centre and its creditors for any actual loss incurred by the Centre.

 

10.10   The Board shall monitor the budget performance on a monthly basis.

 

10.11   The Board shall delegate the spending authority and spending limits to the Executive Director.

 

Article XI – The Executive Director

 

11.1     The Executive Director is responsible to the Board for the effective and efficient management of all programs, activities, and services.

 

11.2     The specific duties and responsibilities of the Executive Director shall be approved by the Board and included in the Contract of Employment.

 

11.3     The Executive Director shall ensure that monthly financial reports and statistical reports are available for the Board meetings.

 

11.4     The normal administration channel for the Executive Director will be through the Chair to the Board.

 

11.5     The Executive Director of the Centre will be an ex-officio member of the Board. The Executive Director, or a delegate of his or her choosing, will be a member of all Board Standing Committee of the Centre.

 

11.6     The Executive Director, or a delegate of his or her choosing, is responsible for acting as recording secretary keeping minutes of the Centre, Membership and Director Meetings, and other books and records pertaining to the Centre.

 

Article XII - ANNUAL GENERAL MEETING

 

12.1     The Centre shall hold an Annual General Meeting on or before September 30 each year.

 

12.2     Notification will be issued at least thirty (30) days in advance to the general public of the Edmonton Garrison military community.

 

12.3     Notification of the Annual General Meeting shall be in writing, and will state the time, date and place of the meeting, and describe the matters to be dealt with.

 

12.4     The general public of the Edmonton Garrison military community is eligible to attend the Annual General Meeting.  All community members over eighteen (18) years have the right to vote.  Such votes will be made by a show of hands unless otherwise determined by resolution, and shall be made in person and not by proxy or otherwise.  Any persons employed by the Centre are not eligible to vote, propose or second a motion during the Annual General Meeting.

 

12.5     At the Annual General Meeting, the board shall be ratified as deemed necessary to operate the Centre efficiently.  The Directors so elected shall form the Board, and shall serve for two years, but may, upon confirmation by the membership, be extended on an annual basis.

 

12.6     Any vacancy occurring during the year shall be filled by the Board of Directors, and confirmed by membership at the Annual General Meeting.

 


 

Article XIII – QUORUM

 

13.1     A quorum is established when:

a.         Seven (7) members, in good standing, are in attendance at the Annual General meeting or any special meeting of the Centre.

b.         Where it is impracticable to assemble the entire Board, the Executive committee may make determinations on behalf of the Board. Three (3) members of the Executive committee will be considered quorum.

c.          Four (4) members of the board are in attendance at a monthly or special meeting of the Board.

 

Article XIV – Patron

 

14.1     The Board has the authority to appoint a suitable person/s to act as patron/s of the Centre.

 

Article XV - PARTNERSHIPS

 

15.1     The Centre will enhance its effectiveness and advocate for our community by developing and maintaining partnerships with a variety of stakeholders.

 

15.2     The Centre will ensure its representation with organizations relevant to our mission and goals, initiating collaborative working relationships with external organizations.

 

Article XVI - ACCOUNTS, BOOKS AND RECORDS

 

16.1     A qualified accountant shall audit the books, accounts and records of the Centre at least once each year. A complete and proper statement of the standing of the books for the previous year shall be submitted at the Centre’s Annual General Meeting.

 

16.2     All books and records of the Centre may be inspected by a member of the Centre at the Annual General Meeting or, with three (3) days notice, at the Edmonton Garrison Military Family Resource Centre on any day that the Centre is open for business.  Such inspections shall be at no charge to the member.

 

16.3     The minutes of the Centre, Membership and Director Meetings, and other accounts, books and records pertaining to the Centre will be kept at the registered office.

 

Article XVII - CUSTODY AND USE OF THE SEAL OF THE CENTRE

 

17.1     A Seal of the Centre will only be procured if such purchase is deemed necessary, and subject to use by the Board.

 

17.2     If a seal is procured the custody of such will rest with the Board Secretary.

 

 

Article XVIII - AMENDMENTS

 

18.1     The by-laws shall be reviewed annually to ensure accuracy of content.

 

18.2     The by-laws shall not be altered, added to  or annulled in any way except by the following procedures:

 

a.         The secretary shall give notice of any proposed amendments to the by-laws to all members at least thirty (30) days prior to the meeting to discuss such amendments.

b.         All members must give written notice of motion/s to amend the by-laws to the secretary.

c.          The Board is to present the motion/s at the Annual general meeting or special meeting convened for such purpose.

d.         These by-laws will automatically amended when titles or names of organisations change.

 

Article XVIV - DISSOLUTION

 

19.1     Should the Centre be caused to disband, it may be dissolved upon a three-quarters majority of members present at a meeting convened to consider the question.

 

19.2     A motion of dissolution must be notified to all members by the secretary  at least thirty (30) days preceding the date on which the meting has been called to consider the question.

 

19.3     In the event of dissolution of the Centre, any assets of the Centre remaining after  the satisfaction of its debts and liabilities shall be given of transferred to an organisation or organisations with like objectives, as may be determined by the Board of Directors of the Centre at the time of dissolution, provided that such organisations be recognised by Revenue Canada as being charitable.
 


Edmonton Garrison Military Family Resource Centre Society
All Rights Reserved