Constitution

Constitution of the Manitoba Goat Association

 

Article 1 --- Interpretation


1.1 Definitions.  In this by-law and all other by-laws of the Association:

a) “Association” means the Manitoba Goat Association

b) “Member” means a member of the Association

c) “Executive” means the executive of the Association


1.2 Interpretation:  In this by-law, where the context so requires, the singular includes the plural, the plural includes the singular, and the masculine includes the feminine.


1.3 Headings:  The headings used in this by-law are inserted for reference purposes only and shall not affect the constitution or interpretation of this by-law.

 

Article 2 Business of the Association

2.01
a) Head Office 
The head office of the Association shall be:
The address of the Secretary of the time 

b) Objectives of the Association
a) to encourage, promote and develop the goat industry in Manitoba.
b) to actively encourage membership from all peoples interested in pursuing goats as pets, dairy, meat and fibre
animals
c) to be available to help members obtain information on all aspects of goats in Manitoba and Canada. We shall
provide information on the registration of goats in Canada.
d) to actively promote and educate the general public as to the value of goats- whether it be meat, milk, fibre or
by-products, as much and as often as we can.


2.02 Fiscal Year

The Fiscal year of the Association shall be January 1st of one year to December 31st of the succeeding year.


2.03 Banking

a) The Executive may, from time to time, by resolution designate such chartered banks or credit unions as the executive deems appropriate at which the banking business of the Association shall be transacted.

b) The Executive may by resolution, designate and authorize an appropriate executive member or other member to transact banking business on behalf of the Association pursuant to such agreements and instructions as the executive may from time to time prescribe or authorize.

c) All withdrawls from deposits at an institution designated by the Executive pursuant to clause 2.03 (a), and all payments on behalf of the Association shall be made by cheque signed by at least two (2) persons designated by the Association by resolution for this purpose.


2.04 Signing Authority

Contracts, documents or instruments in writing requiring the signature of the Association may be signed by:
(i) The President or Vice-President, together with
(ii) The Secretary or Treasurer any other member designated by the Executive,
and all contracts, documents or instruments in writing so signed shall be binding upon the Association without any further authorization or formality.


2.05 Fund Raising

The executive shall take such steps as it may consider necessary to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, payments of any kind whatsoever for the purpose of furthering its objectives.


2.06 Safeguards

The Executive shall take reasonable steps to ensure that the assets of the Association are safeguarded against loss from unauthorized use or disposition and that transaction are executed in accordance with the Association's authorization and recorded properly to permit the preparation of financial statements in accordance with generally accepted accounting principles.


Article 3 --- Members 

3.01 Membership

Membership in the Association shall be open to any individual and corporations


3.02

An individual or corporation wishing to become a Member must:

a) provide the Association with the individual's or corporation's name and mailing address

b) pay the membership fee determined from time to time by resolution of the Association.



3.03 Privileges of Membership

Except as otherwise provides in this by-law, a Member shall be entitled to participate in the activities of the Association as shall be defined by the Association each year and vote or hold office in the Association. Only those members who have paid their membership fee prior to the Annual General Meeting are entitled to vote at the Annual meeting or to hold office. 


3.04 Resignation

Any member may withdraw from membership by delivering a written withdrawal to the Secretary of the Association. The resignation of a member shall not be entitle the member to a refund or rebate of membership fees previously paid.


3.05 Termination

A member's membership: 

a) may be terminated by a vote of two-thirds of the Members at an Annual General Meeting or Special meeting of the Members provided that the person who is subject of the proposed resolution for termination be given five (5) clear days of notice of the meeting before the resolution is put to a vote, and

b) shall be automatically terminated if the Member fails to pay the annual membership fee by the end of the fiscal year in which it is to be paid.


Article 4 --- Members' Meetings 

4.01 Annual meeting --- Notice

a) The Annual meeting of the Association shall be held with in three (3) months of the Fiscal year end. Members present shall constitute a quorum.

b) members shall be notified of the date of the Annual meeting at least 21 days and not more than 50 days before the meeting.


4.02 Agenda

a) The agenda for the Annual meeting shall include:

i) Call to Order

ii) Approval of Agenda

iii) Approval of the minutes of prior AGM

iv) Reports from:
President
Secretary
Treasurer
CNGF Representative

v) Correspondence

vi) Old Business

vii) Elections

viii) New Business

ix) Adjournment


4.03 Special Meetings

a) On the written request of at least five (5) members the President shall call a special meeting of the members for the transaction of the business mentioned in the request.

b) Notice of a special meeting shall be given in the manner set out in ARTICLE 4.01


Article 5 --- The Executive 

5.01 The Executive

a) the Executive consist of not less than three (3) and not more than five (5) members.

b) the Executive shall consist of a President, a Vice-President, a Secretary, a Treasurer and Web Master.


5.02 Terms of Office

a) Each members term shall be for two (2) years, the Executive shall be eligible for reelection at the Annual General meeting.

b) Election of the President and the Vice-president will be held in Even numbered years.

c) Election of the Secretary and the Treasurer will be held in odd numbered years.


5.03 Removal of Executive

An Executive member shall be automatically removed:

a) if the executive member provides a resignation in writing to the Secretary and the resignation shall take effect on the date specified in the letter or the date it is provided to the Secretary. Whichever is later,

b) through death,

c) is incapable of managing their own affairs,

d) declares bankruptcy,

e) misses three consecutive meetings of the Executive.


Article 6 --- Meeting of the Executive

6.01 Time and Place

The President shall convene meetings of the Executive at such time and place as he or she may think fit. These may be face to face or via conference call.


6.02 Special Meetings

The President may call a special meeting at any time to transact necessary business. The President will insure that the agenda, time and style of meeting will be provided to the Executive prior to the meeting.


6.03 Quorum

A simple majority of the executive will constitute a quorum. No business shall be transacted without a quorum.


6.04 Minutes

Minutes shall be kept for all meetings of the Executive and these shall be circulated among the Executive.


6.05 Voting

A simple majority will be required to pass a motion/resolution.


Article 7 --- Officers 

7.01 Election of Officers

a) Election of the Executive will take place at the Annual General Meeting

b) Election, terms, time are explained in Article 5.02.

c) If a vacancy on the Executive results during the year the remaining Executive members may fill it for the balance of the year.


7.02 Duties of Officers

a) Duties of President 
The President shall call and preside at all meetings of the Executive, be an ex-officio member of all committees of the Association and preform such other duties as may be assigned from time to time by a resolution of the Executive/membership.

b) Duties of the Vice-President
The Vice-President shall preform such duties as may be assigned from time to time by the Executive/membership by and during the absence of the President shall have the powers of that office.

c) Duties of the Treasurer
The treasurer shall:
i) receive all money paid to the Association and deposit or invest it as allowed,
ii) keep a completed and detailed record of all the Association's financial transactions and maintain copies of all invoices issued by or to the Association,
iii) at the end of the Association's fiscal year, close and balance the Association's books of account and prepare the financial statements.

d) Duties of the Secretary
Unless otherwise determined by the executive by resolution the Secretary shall:
i) give or cause to be given notices of all meetings of the Executive and Association,
ii) prepare in consultation with the President, and distribute the agendas for all meetings,
iii) attend all meetings, record minutes and circulate to all Executive the minutes of such meetings,
iv) maintain records of executive's attendance at executive meetings,
v) conduct correspondence and directed by the executive,
vi)maintain the minute book of the Association,
vii) perform such other duties as may be assigned from time to time by the Executive.


Article 8 --- Fiduciary Duty and Standard of Care of Executive Officers 

8.01 Duty of Care of Executive Officers

Every officer of the Association in exercising their powers and discharging their duties shall:

a) Act honestly and in good faith with a view to the best interest of the Association.

b) Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.


8.02 Conflict of Interest

Where an officer has a financial or material interest, direct or indirect, in any matter in which the Association is concerned, he/she shall disclose his/her interest and shall not take part in the consideration or discussion of, or vote on any question with respect to the matter.


8.03 Indemnification

The Association agrees to indemnify and save harmless the Officers from all actions undertaken by them in good faith on behalf of the Association, claims suits or proceedings brought against them, provided that no Officer shall be indemnified by the Association in respect to any liability, costs, charges or expenses that he or she sustains or incurs as a result of his or her own fraud, dishonesty, willful neglect or willful default.


Article 9 --- Amendment of the Constitution 

9.01 Amendment of the Constitution

The Association constitution may be amended by a two-thirds vote of the members present at an Annual General Meeting or a special meeting duly called for the purpose of considering the said repeal or amendment.

Approved by the Executive of the Manitoba Goat Association on the 26th day of November, 2014.