BYLAWS
SELKIRK & DISTRICT UKRAINIAN SCHOOL OF DANCE INC.
PREAMBLE
- THIS BYLAW RELATING TO THE TRANSACTION OF SELKIRK & DISTRICT UKRAINIAN SCHOOL OF DANCE INC. AN ORGANIZATION WITHOUT SHARE CAPITAL INCORPORATED UNDER THE MANITOBA CORPORATIONS ACT. THESE BYLAWS REGULATE THE TRANSACTION OF BUSINESS AND AFFAIRS OF SELKIRK & DISTRICT UKRAINIAN SCHOOL OF DANCE INC., HEREINAFTER REFERRED TO AS THE ORGANIZATION.
- THE ORGANIZATION IS NON-PROFIT AND NON-POLITICAL.
MANDATE
- THE AIMS OF THE ORGANIZATION SHALL BE TO PROMOTE THE APPRECIATION AND PRESERVATION OF UKRAINIAN CULTURAL TRADITIONS AS A CONTRIBUTION TO THE DEVELOMENT OF CANADA’S CULTURE, TO EDUCATE THE CITIZENS OF THE DISTRICT IN THE ORIGINS AND DEVELOPMENT OF UKRAINIAN MUSIC AND DANCE AND TO ENCOURAGE UNDERSTANDING BETWEEN CANADIANS.
- THE PURPOSE OF THE ORGANIZATION SHALL BE CARRIED OUT WITHOUT PURPOSE OF GAIN FOR ITS MEMBERS, AND ANY PROFITS OR OTHER ACCRETIONS TO THE SOCIETY SHALL BE USED FOR PROMOTING ITS PURPOSE. (NON-PROFIT CLAUSE)
- THE ORGANIZATION IS A LEARNING SCHOOL THAT IS OPEN TO ALL AGES 5 AND UP WHO ARE WILLING TO LEARN UKRAINIAN DANCING.
MEMBERSHIP
- THE MEMBERS OF THE ORGANIZATION SHALL CONSIST OF ALL ADULT DANCERS AND ALL PARENT/GUARDIANS OF CHILDREN RECEIVING DANCE INSTRUCTION FROM THE ORGANIZATION. YOUTH MEMBERSHIP SHALL CONSIST OF ALL DANCERS UNDER THE AGE OF MAJORITY IN MANITOBA.
- ANY PERSON WHO IS INTERESTED IN THE ORGANIZATION AND IS WILLING TO ABIDE BY ALL ITS RULES AND REGULATIONS, MAY BECOME ELIGIBLE FOR MEMBERSHIP.
- ADULT MEMBERSHIP STATUS SHALL PROVIDE THE MEMBER WITH FULL VOTING PRIVILEGES AND THE RIGHT TO HOLD OFFICE ON THE BOARD OF DIRECTORS.
- THE BOARD OF DIRECTORS SHALL HAVE DISCRETION TO ACCEPT OR CANCEL ANY MEMBERSHIPS, SUBJECT TO REVIEW BY THE BOARD OF DIRECTORS BY A MAJORITY VOTE OF THE MEMBERS AT A BOARD MEETING.
- THE BOARD OF DIRECTORS SHALL DETERMINE ANNUALLY WHAT MEMBERSHIP FEE SHALL BE LEVIED AND THE AMOUNT.
- THE FEES SHALL BE PAID ANNUALLY OR AS DETERMINED BY THE BOARD OF DIRECTORS. FEES SHALL BE PAYABLE NO LATER THAN SEPTEMBER 30TH EACH YEAR.
- ANY MEMBER MAY RESIGN FROM THE ORGANIZATION BY SENDING OR DELIVERING A WRITTEN NOTICE TO THE PRESIDENT OR IN THEIR ABSENCE THE VICE-PRESIDENT. SUCH NOTICE SHALL BE PRESENTED TO THE BOARD AT THE NEXT MEETING.
- ANY MEMBER WHO FAILS TO RENEW THEIR MEMBERSHIP WITHIN THE TIME PRESCRIBED BY THE BOARD SHALL CEASE TO BE A MEMBER OF THE ORGANIZATION.
- EVERY ADULT MEMBER IN GOOD STANDING IS ENTITLED TO:
- ATTEND ANY ANNUAL GENERAL MEETING, GENERAL OR SPECIAL
MEETING OF MEMBERS;
- VOTE AT ANY ANNUAL GENERAL MEETING, GENERAL OR SPECIAL
MEETING OF MEMBERS;
- BE ELECTED TO THE BOARD OF DIRECTORS;
- BE A MEMBER AND PARTICIPATE IN COMMITTEES
MEETING OF MEMBERS
- THE ORGANIZATION SHALL HOLD AN ANNUAL MEETING NO LATER THAN THREE MONTHS FOLLOWING THE END OF THE FISCAL YEAR. THE BOARD SETS THE DATE, PLACE AND TIME OF THE MEETING.
- AT EACH ANNUAL GENERAL MEETING, THE FOLLOWING ITEMS OF BUSINESS SHALL BE DEALT:
- MINUTES OF THE PRECEDING GENERAL MEETING
- CONSIDERATION OF THE ANNUAL REPORT OF THE DIRECTORS
- CONSIDERATION OF THE FINANCIAL STATEMENTS AND THE REPORT OF AUDITORS
- ELECTION OF OFFICERS
- ELECTION OF DIRECTORS
- APPOINTMENT OF AUDITORS
- ANY OTHER BUSINESS AS MAY COME BEFORE IT.
- NOTICE OF THE ANNUAL GENERAL MEETING SHALL BE GIVEN IN WRITING NOT LESS THAN 30 DAYS BEFORE THE MEETING, TO EACH MEMBER WHO IS ENTITLED TO ATTEND THE MEETING.
- A QUORUM AT ANY MEETING OF MEMBERS SHALL BE A SIMPLE MAJOITY OF ELIGIBLE VOTING MEMBERS PRESENT.
- EACH ELIGIBLE MEMBER PRESENT SHALL HAVE ONE VOTE.
- THERE SHALL BE NO PROVISION FOR A PROXY VOTE.
- VOTING FOR BOARD MEMBER POSITIONS; MOTIONS; AND AMENDMENTS SHALL BE BY SHOW OF HANDS, UNLESS A SECRET BALLOT IS REQUESTED BYANY ELIGIBLE MEMBER PRESENT.
POWERS OF THE BOARD
- THE BOARD SHALL BE THE ULTIMATE POLICY MAKING BODY FOR THE ORGANIZATION AND SHALL ESTABLISH SUCH PROGRAMS AND SERVICES AS ARE NECESSARY TO MEET THE OBJECTIVES OF THE ORGANIZATION.
COMPOSITION
- THE BOARD OF DIRECTORS SHALL CONSIST OF THE PRESIDENT, VICE-PRESIDENT, SECRETARY, TREASURER, AND FOUR MEMBERS AT LARGE.
ELIGIBILITY
7.1 EACH DIRECTOR SHALL:
A) BE AT LEAST 18 YEARS OF AGE
B) BE A MEMBER OF THE ORGANIZATION
C) NOT HOLD A PAID POSITION WITH THE ORGANIZATION AND NOT
ENTER INTO A CONTRACT FOR SERVICES WITH THE
ORGANIZATION.
- BE INTERESTED IN WORKING TO FURTHER THE OBJECTIVES OF
THE ORGANIZATION.
SELECTION OF DIRECTORS
- THE NOMINATING COMMITTEE SHALL SUBMIT TO THE MEMBERSHIP AT THE ANNUAL GENERAL MEETING, AFTER DETERMINING THE WILLINGNESS OF THE NOMINEEES TO SERVE, A SINGLE SLATE OF NOMINEES FOR MEMBERSHIP ON THE BOARD OF DIRECTORS. ADDITIONAL NOMINATIONS MAY BE SOLICITED FROM THE MEMBERSHIP PRESENT AT THE AGM AND INCLUDED FOR FINAL BALLOTING UPON CONFIRMATION OF ELIGIBILITY.
- BALLOTS SHALL BE COUNTED BY THREE MEMBERS SELECTED AND AGREED UPON BY THE MEMBERSHIP PRESENT AT THE AGM.
TERMS OF OFFICE
- ALL DIRECTORS OF THE BOARD SHALL BE ELECTED FOR A ONE-YEAR TERM. WHERE AN APPOINTMENT IS MADE BY THE BOARD, THAT APPOINTEE WILL SERVE UNTIL THE NEXT ANNUAL ELECTION OF DIRECTORS.
VACANCY
8.4 THE OFFICE OF DIRECTOR SHALL BE VACATED IF:
A) A DIRECTOR SUBMITS A WRITTEN RESIGNATION TO THE CHAIR OF
THE BOARD;
- A DIRECTOR CEASES TO BE A MEMBER OF THE ASSOCIATION,
- THE DIRECTOR DIES;
- AT A SPECIAL MEETING OF THE MEMBERS, A RESOLUTION IS
PASSED BY ¾ OF THE MEMBERS PRESENT AT THE MEETING TO REMOVE A DIRECTOR FROM OFFICE FOR JUST CAUSE.
- SHOULD VACANCIES OCCUR,THE BOARD MAY APPOINT A
REPLACEMENT TO FILL THE VACANCY UNTIL THE NEXT ANNUAL GENERAL MEETING OF THE MEMBERSHIP.
REMOVAL
- VOTING MEMBERS MAY REMOVE ANY DIRECTOR BEFORE THE END
OF HIS TERM BY A ¾ VOTE AT A SPECIAL GENERAL MEETING CALLED FOR THIS PURPOSE.
- ANY DIRECTOR WHO MISSES THREE (3) CONSECUTIVE MEETINGS OF
THE BOARD SHALL AUTOMATICALLY CEASE TO HOLD OFFICE. A DIRECTOR SO REMOVED MAY BE REINSTATED BY A BOARD MOTION.
MEETINGS
8.8 A MEETING OF THE BOARD SHALL BE HELD AT SUCH TIMES AND
PLACES AS THE BOARD MAY DETERMINE, HOWEVER, NOT LESS THAN
EIGHT MEETINGS SHALL BE HELD IN A GIVEN FISCAL YEAR.
QUORUM
8.9 A MAJORITY OF DIRECTORS PRESENT AT ANY BOARD MEETING IS
QUORUM.
VOTING
8.10 EACH DIRECTOR, EXCLUDING THE PRESIDENT, HAS ONE VOTE.
THE PRESIDENT SHALL BE ENTITILED TO CAST A VOTE:
A) IN THE CASE OF AN EQUAL VOTE, A DECIDING VOTE. THE
MOTION SHALL BE LOST OTHERWISE.
B) IN ORDER TO TIE TO DEFEAT THE MOTION.
REMUNERATION
8.11 THE DIRECTORS SHALL RECEIVE NO REMUNERATION FOR ACTING AS
SUCH AND NO DIRECTOR SHALL DIRECTLY OR INDIRECTLY PROFIT
FROM HIS POSITION. DIRECTORS MAY RECEIVE REIMBURSEMENT
FOR OUT-OF-POCKET EXPENSES.
CONFLICT OF INTEREST
8.12 WHERE A DIRECTOR, EITHER ON HER BEHALF OR WHILE ACTING FOR,
BY, WITH OR THROUGH ANOTHER, HAS ANY PECUNIARY OR
PERSONAL INTEREST, DIRECT, OR INDIRECT, IN ANY MATTER, OR
OTHERWISE HAS A CONFLICT OF INTEREST, AS A DIRECTOR, HE:
A) SHALL DISCLOSE HER INTEREST AND THE GENERAL NATURE
THEREOF PRIOR TO ANY CONSIDERATION OF THE MATTER IN A
MEETING OF THE BOARD;
B) SHALL NOT TAKE PART IN ANY DISCUSSION OF OR VOTE ON
ANY QUESTION IN RESPECT OF THE MATTER.
8.13 THE PECUNIARY OR PERSONAL INTEREST, DIRECT OR INDIRECT, OF
AN IMMEDIATE FAMILY MEMBER SHALL, IF KNOWN TO THE
DIRECTOR, BE DEEMED TO BE ALSO THE PECUNIARY INTEREST
OF THE DIRECTOR.
8.14 EVERY DECLARATION OF INTEREST AND THE GENERAL NATURE
THEREOF SHALL BE RECORDED IN THE MINUTES OF THE MEETING.
DUTIES OF DIRECTORS
9.1 THE BOARD AND INDIVIDUAL DIRECTORS REPRESENT THE
MEMBERSHIP OF THE CORPORATION AND ARE DIRECTLY
ACCOUNTABLE TO THIS MEMBERSHIP. THEY ALSO HAVE A
FIDUCIARY DUTY TO THOSE WHO PROVIDE FUNDS TO THE
ORGANIZATION AND TO ITS STAFF FOR THE SOUND
ADMINISTRATION OF THE ORGANIZATION. IN ADDITION, THE
DIRECTORS HAVE A GENERAL DUTY OF TRUST TO THOSE
SERVED BY THE ORGANIZATION AND TO THE GENERAL PUBLIC.
LIMITATIONS ON POWERS OF INDIVIDUAL DIRECTORS
9.2 NO INDIVIDUAL DIRECTORS SHALL HAVE ANY AUTHORITY TO ACT ON
BEHALF OF THE BOARD WITH RESPECT TO AGENTS OR EMPLOYEES OF
THE ORGANIZATION EXCEPT AS PROVIDED IN THIS BYLAW OR BY
RESOLUTION BY THE BOARD. NO INDIVIDUAL DIRECTOR SHALL
HAVE ANY AUTHORITY TO ACT ON BEHALF OF THE ORGANIZATION
EXCEPT AS PROVIDED IN THIS BYLAW OR BY RESOLUTION OF THE
BOARD.
DUTIES OF PRESIDENT
9.3 GENERAL: SHALL BE RESPONSIBLE FOR CHAIRING ALL MEETINGS OF
THE BOARD. HE ENSURES THAT ALL BOARD MATTERS ARE HANDLED
PROPERLY. WILL BE RESPONSIBLE TO ORIENTATE ANY NEW BOARD
MEMBERS.
9.4 COMMUNITY: SPEAKS TO THE MEDIA AND THE COMMUNITY ON
BEHALF OF THE ORGANIZATION. REPRESENTS THE AGENCY IN THE
COMMUNITY.
9.5 MEETINGS: DEVELOPS AGENDAS FOR MEETINGS. PRESIDES AT
BOARD MEETINGS.
COMMITTEES:
9.6 RECOMMENDS TO THE BOARD WHICH COMMITTEES ARE TO BE
ESTABLISHED. SEEKS VOLUNTEERS FOR COMMITTEES AND
COORDINATES INDIVIDUAL BOARD MEMBER ASSIGNMENTS. MAKES
SURE EACH COMMITTEE HAS A CHAIRPERSON, AND STAYS IN TOUCH
WITH CHAIRPERSON TO BE SURE THAT THEIR WORK IS CARRIED OUT;
DETERMINES WHETHER EXECUTIVE COMMITTEE MEETINGS ARE
NECESSARY AND CONVENES THE COMMITTEE ACCORDINGLY.
DUTIES OF VICE-PRESIDENT
9.7 GENERAL: SHALL IN THE ABSENCE OF THE PRESIDENT, CHAIR
MEETINGS OF THE ORGANIZATION.
9.8 SHALL COORDINATE ACTIVITIES RELATING TO PERFORMANCES.
9.9 SHALL ASSIST THE PRESIDENT WITH CORRESPONDENCE.
DUTIES OF TREASURE
9.10 GENERAL: MANAGES THE BOARD’S REVIEW OF, AND ACTION
RELATED TO, THE BOARD’S FINANCIAL RESPONSIBILITIES. IS
RESPONSIBLE FOR IMPLIMENTING/MAINTAINING FINANCIAL
PROCEDURES AND SYSTEMS INCLUDING THE RECEIVING AND
DEPOSITING OF ALL FUNDS.
9.11 REPORTS: ENSURES THAT APPROPRIATE FINANCIAL REPORTS ARE
MADE AVAILABLE TO THE BOARD. REGULARLY REPORTS TO BOARD
ON KEY FINANCIAL EVENTS, TRENDS, CONCERNS, AND ASSESSMENT
OF FISCAL HEALTH.
DUTIES OF THE SECRETARY
9.12 THE SECRETARY SHALL KEEP MINUTES OF ALL MEETINGS AND
MANAGE ALL CORRESPONDENCE OF THE BOARD.
MEMBERS AT LARGE
10.1 THERE SHALL BE FOUR AVAILABLE POSITIONS FOR MEMBERS AT
LARGE. EACH POSITION’S DUTIES WILL BE PRE-DETERMINED BY THE
BOARD PRIOR TO THE AGM.
10.2 THEY SHALL BE INVOLVED IN PROJECTS UNDERTAKEN BY THE
BOARD AS REQUIRED.
STANDING COMMITTEES
11.1 THE BOARD MAY ESTABLISH THESE STANDNG COMMITTEES:
A) COSTUME
B) NOMINATING
C) FUNDRAISING
D) RECITAL
E) PERFORMANCES
F) FINANCE
G) BYLAW/POLICIES AND PROCEDURES
11.2 THE BOARD MAY APPOINT SUCH OTHER STANDING COMMITTEES AS
DEEMED NECESSARY. THE BOARD SHALL DESIGNATE A BOARD
MEMBER TO BE THE CHAIRPERSON OF EACH COMMITTEE OF THE
BOARD. EACH COMMITTEE CHAIRPERSON SHALL REPORT BACK TO
THE BOARD AS SPECIFIED IN ITS MANDATE.
SPECIAL COMMITTEES
- THE BOARD MAY APPOINT SUCH OTHER SPECIAL COMMITTEES AS
DEEMED NECESSARY. THE BOARD SHALL DESIGNATE THE CHAIRPERSON OF EACH COMMITTEE OF THE BOARD. EACH COMMITTEE CHAIRPERSON SHALL REPORT BACK TO THE BOARD AS SPECIFIED IN ITS MANDATE.
INDEMNIFICATION
- THE ORGANIZATION SHALL INDEMNIFY DIRECTORS WHO HAVE
UNDERTAKEN ANY LIABILITY ON BEHALF OF THE ORGANIZATION IF THEY ACTED HONESTLY AND IN GOOD FAITH WITH A VIEW TOWARD THE BEST INTERESTS OF THE ORGANIZATION; AND IN THE CASE OF CRIMINAL OR ADMINISTRATINVE ACTION THEY HAD REASONABLE GROUNDS FOR BELIEVING THEIR CONDUCT WAS LAWFUL.
FINANCES AND ADMINISTRATION
FISCAL YEAR
- UNLESS OTHERWISE DETERMINED BY RESOLUTION OF THE BOARD OF
DIRECTORS OF THE ORGANIZATION, THE FINANCIAL YEAR SHALL BEGIN ON THE FIRST(1ST) OF SEPTEMBER IN EACH YEAR.
EXECUTION OF DOCUMENTS
- DEEDS, TRANSFERS, ASSIGNMENTS, CONTRACTS,OBLIGATION,
CERTIFICATES AND ALL OTHER DOCUMENTS MAY BE SIGNED ON BEHALF OF THE ORGANIZATION BY TWO PERSONS, ONE BEING THE PRESIDENT OR VICE-PRESIDENT, AND THE OTHER BEING THE SECRETARYOR TREASURER.
SIGNING AUTHORITY
- THE SIGNING OFFICERS SHALL BE ANY TWO OF THE TREASURER,
PRESIDENT AND ONE OTHER BOARD MEMBER TO BE APPOINTED ANNUALLY BY THE BOARD.
BORROWING POWERS
- THE BOARD MAY AUTHORIZE THE BORROWING OF FUNDS TO MEET
THE OBJECTIVES AND OPERATIONS OF THE ASSOCIATION.
INVESTMENT AUTHORITY
- THE FUNDS OF THE ORGANIZATION MAY BE RETAINED IN WHOLE OR
IN PART IN CASH OR BE INVESTED AND REINVESTED IN A GUARANTEED INVESTMENT AS THE BOARD OF DIRECTORS MAY DEEM DESIRABLE.
RECORDS AND BOOKS
- THE BOARD SHALL SEE THAT ALL BOOKS AND RECORDS OF THE
ORGANIZATION REQUIRED BY THE BYLAWS OF THE ORGANIZATION OR BY ANY APPLICABLE STATUTE OR LAW ARE REGULARLY AND PROPERLY KEPT.
AUDIT OF ACCOUNTS
- THE FINANCIAL RECORDS SHALL BE, AT THE END OF EACH FISCAL
YEAR, HANDED OVER TO THE AUDITOR APPOINTED BY THE BOARD OF DIRECTORS, AT THE PREVIOUS YEAR’S ANNUAL GENERAL MEETING. THE AUDITED FINANCIAL REPORT SHALL BE PRESENTED AT THE CURRENT ANNUAL GENERAL MEETING.
PARLIAMENTARY AUTHORITY OR RULES OF ORDER
- THE PARLIAMENTARY AUTHORITY FOR THE ORGANIZATION SHALL
BE ROBERT’S RULES OF ORDER NEWLY REVISED.
AMENDMENT OF BYLAWS
- THE BYLAWS MAY BE AMENDED OR RESCINDED OR ADDED TO AT THE ANNUAL GENERAL MEETING OF MEMBERS BY A SIMPLE MAJORITY VOTE OF THE MEMBERS PRESENT, WHERE APPROPRIATE NOTICE DETAILING THE CHANGES TO THE BYLAWS HAS BEEN GIVEN IN WRITING TO THE MEMBERSHIP AT LEAST 21 DAYS IN ADVANCE. SUCH NOTICE SHALL OUTLINE THE GENERAL NATURE AND INTENT OF SUCH PROPOSED BYLAW CHANGES. SUCH NOTICE IS NOT REQUIRED WHERE UNANIMOUS APPROVAL IS GIVEN BY THE GENERAL MEMBERS ATTENDING THE ANNUAL GENERAL MEETING TO WAIVE PROVISION OF WRITTEN NOTICE.
WINDING UP OR DISSOLUTION
- ON THE WINDING UP OR DISSOLUTION OF THE ORGANIZATION, THE
FUNDS OR ASSETS REMAINING AFTER ALL DEBTS HAVE BEEN PAID SHALL BE DISTRIBUTED TO A CHARITABLE INSTITUTION WITH SIMILAR TO THOSE OF THIS DANCE ORGANIZATION OR IF THIS CANNOT BE DONE, TO ANOTHER CHARITABLE INSTITUTION RECONGNIZED BY CANADA REVENUE AGENCY, WITH A SIMILAR MANDATE, AS QUALIFIED UNDER THE PROVISIONS OF THE INCOME TAX ACT OF CANADA OR AS DETERMINED BY ITS MEMBERS AT DISSOLUTION.
- THE WIND-UP CLAUSE AND NON-PROFIT CLAUSE OF THE
CONSTITUTION ARE UNALTERABLE IN ACCORANCE WITH THE DANCE ORGANIZATION.
INTERPRETATION
- IN THIS BYLAW AND ALL OTHER BYLAWS AND RESOLUTIONS OF THE
ORGANIZATION, UNLESS THE CONTEXT REQUIRES OTHERWISE THE SINGULAR MEANS THE PLURAL AND MASCULINE MEANS THE FEMININE.
GLOSSARY
ACCRETIONS - growth or enlargement especially by addition from without.
ADULT – any person being the legal age of majority (18 years) or older.
GOOD STANDING – members who have paid the annual dues (either in full or ½ paid
at registration and a post-dated cheque).
MEMBERSHIP – the state or status of being a member.
MEMBERSHIP FEE – the registration fee paid for receiving dance instruction from the
Organization.
SIMPLE MAJORITY – is 50% plus 1.
DIRECTORS – one of a group of persons who direct the affairs of an organized body.
PECUNIARY – involving a confidence of trust.
UNANIMOUS – formed with or indicating the agreement of all (100%).
QUORUM – the number of members required to be present for business to be legally
transacted.
INDEMNIFICATION - to secure against hurt, loss or damage.
OFFICERS – one elected to manage the affairs of an organization.
ADMITTED – to permit to have certain privileges.
EXECUTIVE COMMITTEE – directors holding the offices of president, vice-president,
secretary and treasurer.
AUDITOR – a person appointed to examine and verify accounts and claims.
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