Down loadable PDf of Constitution and By-Laws
CONSTITUTION AND BY-LAWS
ARTICLE I - NAME
The name of the corporation shall
be THE MANITOBA CAMERA CLUB INC. (hereinafter
called "the Club" or the "MCC").
ARTICLE II - OBJECTIVES
The Club is established as a not-for-profit
corporation with the purposes and objectives of offering its members--
a) the association with members having
a common interest in photography;
b) a better understanding of the
art and science of photography;
c) the opportunity to gain mutual
benefit from practising together the many facets of photography.
ARTICLE III - LOGO
The official logo of the Club shall
be a stained glass window depicting a photographer with a tripod
mounted camera.
ARTICLE IV - MEMBERSHIP
Section 1: Membership in the Club
shall be open to any person interested in the practice of photography
except that membership may be denied to any applicant(s) whose
association with the Club could jeopardize the well-being of the
membership or integrity of the Club as determined by the Board
with a 2/3 majority vote.
Section 2: At the discretion of the
Board, Honorary Life membership in the Club may be extended to
individuals in recognition of significant and long service. Such
membership shall include all rights and privileges of the Club
for the lifetime of the member and shall be without dues.
Section 3: The membership in the club may be terminated at any time if it is deemed that a member's actions or behavior could jeopardize the well-being of another member or members, or affect the integrity of the club. The board may revoke the membership for such reasons as determined by the board and accepted by a 2/3 majority of the board.
ARTICLE V- OFFICERS
The officers of the Club shall be
the President, the 1st and 2nd Vice-Presidents,
the Secretary and the Treasurer as elected at the Annual Business
Meeting in April.
ARTICLE VI - DUTIES
OF OFFICERS
Section 1: President: It shall be the duty of the President to preside over all business
and program meetings of the Manitoba Camera Club and to enforce
order and strict observance of the constitution and by-laws of
the Club, appoint all special committees and fill Board vacancies
(subject to the provisions of Article XIV (2) ), have the deciding
vote in case of equal division and shall be an ex-officio member
of all Club committees. The President shall represent the Club
at all external events not specifically designated to be in the
scope of any Committees, as outlined in Article VIII below. Notwithstanding
this, the President shall not agree to any binding commit-ments
without the prior consent of the Board. At the Annual and Semi-annual
Meetings of the Club, the President shall make a report of the
progress of the Club under his/her administration with recommendations
for the future. The President shall be the Chairperson of the
Board of Directors, shall call Board meetings monthly or as needed,
shall prepare detailed agendas and distribute these to all Board
members in advance of the meeting and shall perform such other
duties as may from time to time be determined by the Board.
Section 2: 1st Vice-President: It shall be the duty of this Vice-President
to perform the duties of the office of President during the absence
of the President or during a vacancy in that office.
Section 3: 2nd Vice-President: The 2nd Vice-President, in
the absence of the 1st Vice-President, shall assume
the duties of that office. In addition, the 2nd Vice-President
shall look after the public relations and publicity needs of the
Club as well as such other duties as may from time to time be
determined by the Board.
Section 4: Secretary: The Secretary shall keep the minutes of all the business and board
meetings of the Club, shall prepare a summary of these minutes
for inclusion in the Club newsletter, shall keep a correct record
of the constitution, by-laws and all amendments thereto in a book
provided for the purpose, shall conduct the Club's correspondence,
and shall also perform such other duties as may from time to time
be determined by the Board.
Section 5: Treasurer: The Treasurer shall keep full and accurate accounts of all receipts
and disbursements of the Club in proper books of account and shall
have care and custody of all funds of the Club and shall deposit
these funds in the name and to the credit of the Club in such
bank or banks as may from time to time be designated by the Board.
The Treasurer shall disburse the funds of the Club under the direction
of the Board and shall be prepared to present an accounting of
all such transactions and report on the financial position of
the Club at all regular Board and Business meetings. In addition,
the Treasurer shall chair a Special Finance Committee whose sole
function shall be to prepare a proposed annual budget for the
Club and present it to the Board for ratification in July of each
year. The Treasurer shall also prepare and submit the annual tax
returns in accordance with provincial and federal tax laws.
ARTICLE VII - BOARD
OF DIRECTORS
Section 1(a): The Officers of the
Club, together with the elected chairperson of each of the Standing
Commit-tees of the Club, as outlined in Article VIII, shall form
the Board of Directors of the Club. The Immediate Past President
shall be an ex-officio member of the Board of Directors
and will have no vote.
Section 1(b): In the event that a
Standing Committee is co-chaired by two or more members, each
of the co-chairs may attend and participate in meetings of the
Board of Directors, but only one will be permitted to vote on
any given motion.
Section 2: No Director shall serve
more than two consecutive years in the same office.
Section 3: No Director shall serve
more than six consecutive years on the Board without retiring
from the Board for a period of at least one year.
Section 4: If unable to attend a
meeting of the Board of Directors, a Director shall so inform
the 1st Vice-President in advance of the meeting.
No Director shall miss more than two consecutive, regularly-scheduled
Board meetings without good cause. If the Board determines the
absences were not for good cause, it may with a 2/3 majority vote,
remove that director from office.
Section 5: An Officer or Chairperson
may, as outlined in Article X, below, on the grounds of malfeasance,
incompetence or dereliction with regard to their Club duties,
or for having through their actions, brought the Club into disrepute,
be subject to removal from office.
ARTICLE VIII - COMMITTEES
Section 1: Chairpersons for the following
Standing Committees shall be elected at the Annual meeting held
in April, shall be Directors of the Club and in general, shall
cooperate with the Officers in running the Club. They will take
office during the annual Changeover Meeting and shall serve until
the Changeover Meeting of the following Club year.
a) CAPA / External Competitions
b) Competitions
c) Fund Raising
d) Housing
e) Library
f) Membership
g) Programming
h) Publications
i) Social
Section 2: Notwithstanding that the
President shall be an ex-officio member of every Club
committee, the Chairpersons shall select the members of their
respective committees.
Section 3: Committee chairpersons
shall advise the President of the proposed time and place of all
of their committee meetings.
Section 4: The President shall appoint
such Special Committees as may be required from time to time and
shall dissolve them when their mandated assignments are completed
Section 5: A member may not hold more than two offices at any one time.
Section 6: No Director shall have
more than one vote at Board meetings by virtue of concurrently
holding multiple offices.
ARTICLE IX - DUTIES
OF COMMITTEES
Section 1: CAPA / External
Competitions: This committee shall represent the Club
in all CAPA related affairs and shall serve as the official liaison
between the club and any external agency sponsoring competitions
in which the Board determines that the Club will participate.
Section 2: Competitions: This committee shall conduct all intra-club competitions, including
the selection of themes for the current program year's
competitions and the securing of judges
and shall facilitate the participation of Club members in photographic
exhibitions and Club competitions. It shall keep records of marks
and regularly forward them to the In Focus newsletter for publication, distribute the awards to all placing
entries in the regular monthly and end of the season competitions.
The Committee shall also be responsible for developing rules of
competition and presenting them to the Board of Directors for
approval. Any change in the rules shall become effective at the
beginning of the program year following the Board action to effect
such a change. A Committee Member shall brief visiting Judges
on the details of the current Rules of Competition and the judging
criteria. The Committee or its representative, together with the
judges, shall determine the eligibility of images to enter a given
competition.
Section 3: Fund Raising: This committee shall consider ways and means of raising money
to offset Club expenses.
Section 4: Housing: This
committee shall be in charge of maintaining all Club property
and shall annually prepare an inventory of all the Club's physical
assets . The Committee shall serve as the liaison between the
Club and the Landlord.
Section 5: Library: This committee shall keep the library in good order, develop the
rules for library use and present them to the Board for ratification
and with the approval of the Board purchase new books, periodicals
or video tapes. Annually, they shall prepare
an inventory of the library holdings, including the physical condition
thereof, and shall cull outdated materials from the collection
when required.
Section 6: Membership: This committee shall keep all membership records, prepare and
circulate membership lists as required, issue receipts for dues
as they are received, welcome visitors and promote the membership
growth of the Club. This shall include the preparation and distribution
of printed handouts. The Committee shall also keep a written record
of the attendance of visitors and assess visitor fees as set out
in Article XVII (12).
Section 7: Programming: This committee shall plan the Club programs for the Club year
including the securing of speakers or program presenters. It shall
also be responsible for the preparation and distribution of a
printed schedule of events for the Club's program year.
Section 8: Publications: This committee shall publish a Club newsletter a minimum of 6
times in the Program year. It will also look after the publication
of such other materials as may be required by the Board.
Section 9: Social: This committee shall provide refreshments at all program nights
and at any other times requested by the Board and shall organize
the facilities and refreshments for the Year End Awards Banquet
and at any other special functions requested by the Board.
ARTICLE X - REMOVAL
FROM OFFICE
Section 1: As specified in Article
VII(5), a Director may be removed from office following the passage
by a simple majority of the Board of Directors of a motion calling
for the removal of said Director. This motion
must then be ratified by a 2/3 majority vote of the general membership
present at a special meeting expressly called to deal with this
issue. Notice of this meeting must be provided to the general
membership at least one week in advance of the
scheduled date of the meeting.
Section 2: As specified in Article
VII(5), an appointed chairperson may be removed from office following
the passage, by a 2/3 majority vote of the Board of Directors,
of a motion calling for the removal of the said appointed chairperson.
Notice of this intended action must be given to the Directors
at least one week in advance of the scheduled date of this vote.
ARTICLE XI - MEETINGS
Section 1(a): The club shall hold
regular program meetings weekly through the year from the first
Tuesday in September to the last Tuesday in April. Exceptions
may be made as determined expedient by the Board.
Section 1(b): Program meetings shall
be devoted to instruction and improvement of photography. At least
one program each month, during the program year, shall be devoted
to competitions, although exceptions may be made when determined
expedient by the Board.
Section 2: The Club shall hold a
semi-annual business meeting on a regular program night in November
and an Annual Meeting on a regular program night in April.
Section 3: At the Annual and Semi-annual
Meetings of the Club, the Directors shall present written reports
on the overall progress of the Club in their respective areas
of responsibility. Following this, at the Annual meeting in April,
election of Directors for the next Club year shall take place
in accordance with the terms outlined in Article XIII.
Section 4: All members shall be advised
during March and through the Club newsletter, published on or
about April 1st, of the time and place of the Annual
meeting and the business to be conducted at that time.
Section 5: Special Business Meetings
of the Club may be called at any time by the President, or by
a Director upon written request of not less than five members.
Section 6: The Board shall decide
the day, hour and location of its meetings. Advance notice of
the dates and locations of Board meetings shall be provided to
the general membership of the Club.
Section 7: All Board meetings shall
be open to the general membership. At the option of the Board,
members may be permitted to speak at the meeting, but shall not
have a vote.
Section 8: Conduct of business requiring
a vote at Board or General meetings shall unless otherwise specified
herein, be decided by a simple majority of those present.
Section 9: To over-ride the decision
of the Board on a specific question, a petition signed by 15 members
and presented to the President, shall bring the question before
the general membership at a business meeting held within 30 days
of the presentation of the petition.
Section 10(a): The order of business
at regular Board or General Business meetings of the Club Section
shall generally be as follows:
1) Call to order
2) Minutes of previous meeting
3) President's report
4) Report of Treasurer
5) Correspondence
6) Unfinished business
7) Reports of Committee Chairpersons
8) New Business
9) Election of Officers (April only)
10) Good and Welfare
11) Adjournment
Section 10(b): The order of business
at special meetings of the Club shall be as prepared or directed
by the President.
Section 11: Highlights of the minutes
of Board meetings shall be published in the Club's newsletter,
the In Focus, at the earliest opportunity.
Section 12: To facilitate an orderly
transition, a combined "changeover" meeting of the current and
newly elected Board of Directors of the Club will be held in May
or June of each year. During the first portion of the meeting
in which the current Board winds-up all outstanding old business,
only the members of that Board shall be entitled to vote; in the
remaining portion of the meeting the newly elected Board members
shall take over their duties, and only they may vote. Notwithstanding
the aforementioned limitations members of both Boards shall be
entitled to participate fully in tthe discussions and proceedings
of the entire meeting.
ARTICLE XII - QUORUM
Section 1: A quorum of the membership
at any Business Meeting shall consist of twenty percent (20%)
of the current number of members, or fifteen (15), whichever is
greater, at least one of whom shall be the President or a Vice-President.
Section 2: A quorum for a meeting
of the Board of Directors shall consist of a number equivalent
to one-half (1/2) of the eligible voting membership of the Board
of Directors, at least one of whom shall be the President or a
Vice-President.
ARTICLE XIII - ELECTIONS
Section 1(a): At a regular program
meeting in January, the President shall appoint a Nominating Committee
consisting of up to three members. It shall be the duty of this
Nominating Committee to prepare a full slate of Officers and Standing
Committee chairpeople to serve as the Board of Directors for the
next Club year.
Section 1(b): The chairperson of
the Nominating Committee shall present the slate to the general
membership at a regular program meeting in March and shall also
forward it to the editor of In Focus for publication in the
March edition of the newsletter.
Section 2: Elections for Directors
of the club shall be held as part of the Annual Business Meeting
in April.
Section 3: Prior to voting, additional
nominations may be received from the floor.
Section 4: Each nominee, either in
person or in writing, must state a willingness to serve.
Section 5: Each Director shall be
selected separately. When an election is required it shall be
by a vote of the general membership of the Club.
Section 6: The term of office for
the newly elected Directors shall coincide with the beginning
of the next Club year and shall last for approximately one year,
until the next changeover Board meeting is held.
ARTICLE XIV - VACANCIES
Section 1: If the office of the President
shall for any reason become vacant, the duties of the President
shall be assumed by the 1st Vice-President and the
duties of the 1st Vice-President shall be assumed by
the 2nd V ice-President, both, only for the balance
of the Club year.
Section 2: If any office, other than
that of the President, shall for any reason become vacant, it
shall be filled by appointment by the President, subject to the
approval of the Board, but for a term no longer than the remainder
of the Club year.
Section 3: Should the term of any
office resulting from a substitution as set out in Sections 1
& 2 of this Article cover a period of less than six months,
that term of office shall not be deemed to be part of the 2 or
6 year term restrictions as set out in Article VII, Sections 2
and 3.
ARTICLE XV - PUBLICATIONS
Section 1: The official publication
of the Club shall be a newsletter, named the In Focus.
The In Focus shall contain all notifications
of Club business as required by this Constitution and By-Laws,
as well as articles and news of interest to the membership. The In Focusshall be distributed at no
charge to all Club members on a regular basis during the program
year.
Section 2: Members shall have the
right to submit and have published in the In Focus items of Club-related interest, including qualified opinion, as
long as the items are not derogatory, derisive or otherwise contrary
to the well-being of the Club. Notwithstanding the preceding,
the editor shall have the right to edit any articles to meet the
style and space limitations of the newsletter so long as the intent
of the article is not altered.
ARTICLE XVI - YEAR
The "fiscal" year of the Club shall
be from July 1st to June 30th. The "program"
year shall be from September 1st to August 31st.
The "Club" year shall be that period from one changeover meeting
to the next (approx. 1 year).
ARTICLE XVII - DUES
Section 1: Dues in each of the membership
categories, as outlined in section 5, below, shall be established
by the Board. Dues shall be due and payable by the first regular
Club program meeting of each program year.
Section 2: Members who have not paid
their dues by the beginning of October, shall be dropped from
membership. Such members may be reinstated upon full payment of
current fiscal year dues.
Section 3: New members who join the
Club on or after January 1st, will be eligible to pay
half the membership fee of their appropriate membership category,
for the balance of the Club fiscal year.
Section 4: Any change in dues shall
become effective at the beginning of the program year following
the Board action to effect a change. Final action shall
not be taken by the Board except at a Board meeting for which
the general membership has had at least 30 days prior notification.
Interested members may speak on the proposed change prior to the
vote at such an announced meeting.
Section 5: Membership in the Club
shall be in one of the following categories as determined by the
Member-ship Committee:
1) Individual
2) Family
3) Couple
4) Student
5) Senior Citizen
6) Non-resident Individual
7) Non-resident Family
8) Inactive
Section 6: Family membership shall
be limited to two adult members and children under age 18 of the
same immediate family.
Section 7: Couple membership shall
be limited to two adults residing at the same address.
Section 8: Student membership shall
include students aged 14 to 24 as of September 1st of that year . The membership fee shall be half the annual dues
of the respective non-student category. Proof of current full
time student status must be provided at the time of registration.
Section 9: Senior membership shall
be limited to applicants aged 65 years or over as of September
1st of that year.
Section 10: Non-resident members
are those living more than 25 kilometres from the city limits.
Section 11: Inactive membership status
may be extended, at the discretion of the Board, to former members
who are no longer able to attend or participate in Club activities,
but who wish to retain a certain degree of affiliation with the
Club.
Section 12: Non-members shall be
entitled to attend Club program meetings as visitors. The first
such visit shall be at no charge. However, any subsequent visits
shall be subject to an entrance fee which shall be set by the
Board. All visitors must sign the guest register maintained by
the Membership committee.
Section 13: Membership fees are non-refundable.
ARTICLE XVIII - AFFILIATION
The Club may affiliate with such
photographic, artistic, recreational or educational organizations
as the Board may deem beneficial to the Club.
ARTICLE XIX - SIGNING
& BANKING OFFICERS
Contracts, documents or any instruments
in writing (including cheques or any banking documents) requiring
the signature of the Club may be signed by any two of the President,
the 1st Vice President or the Treasurer.
ARTICLE XX - AMENDMENTS,
ADDITIONS & DELETIONS TO THE CONSTITUTION & BY-LAWS
Section 1: All amendments, additions
and deletions to the Constitution and By-Laws of the Club shall
be made by "Notice of Motion" which shall be submitted in writing
to the Board of Directors of the Club. The said notice, including
the date of voting will be circulated to each member of the Club
at least two weeks prior to voting. Voting will take place at
a regular or special business meeting either by show of hands
or, if requested, by secret ballot.
Section 2: A two-thirds majority
of those members present shall be necessary to carry the motion.
ARTICLE XXI - EFFECTIVE
DATE
This Constitution and By-Laws of
the MCC, as set forth in the preceding Articles I through XX,
supersede and entirely replace all prior versions and amendments
thereof. The effective date of this Constitution and By-Laws shall
be July 1, 2011.
The Manitoba Camera Club