WLDA By-Laws

1.  The general objectives of WLDA are to:

1.1  Assist owners/finders of lost and found dogs of Manitoba by helping them find the dog’s way back home.

1.2  To bring awareness to individuals, groups, organizations and public on how to prevent their pets from getting lost.

1.3  To assist any individual, group or organization involved in the community in any endeavour WLDA deems helpful in reducing the occurrence of lost pets in Manitoba.

2.1  The head office of WLDA will be at such location in Manitoba as the Directors may from time to time deem expedient.

3.  In the bylaws of WLDA the following words will have the following meanings:

3.1  “Act” means The Corporations Act, RSM 1987, c. C225 as amended from time to time.

3.2  “AGM” means the Annual General Meeting of WLDA.

3.3  “Articles” means the Articles of Incorporation of WLDA as from time to time amended, supplemented or restated.

3.4  “Board” means the Board of Directors of WLDA.

3.5  “Board Meeting” means a duly constituted meeting of the Board.

3.6  “Bylaws” means this bylaw and all other bylaws of Association from time to time in force and effect.

3.7  “Director” means a director of the Board.

3.8  “Officers” means the President, Vice-President and Secretary / Treasure which are also directors of the Board.

3.9  “Fiscal Year” means the period commencing January 1st and ending
December 31st.

3.10  “WLDA” means Winnipeg Lost Dog Alert Inc.

3.11  “Member” means an individual who meets the qualifications of membership as set out in Section 4 and Section 6 of these Bylaws.

3.12  “Resolution” means an Ordinary Resolution or a Special Resolution.

3.13  “Ordinary Resolution” means a resolution passed by no less than fifty-one (51%) percent of the persons eligible to vote at a duly constituted meeting.

3.14 “Special Resolution” means a resolution passed by no less than sixty-five (65%) percent of the persons eligible to vote at a duly constituted meeting.

3.15  “Ex-officio” means a non-voting Member of the Board.

3.16  In these Bylaws and in all other Bylaws of WLDA hereafter passed, unless the context otherwise requires:

3.16.1  Words importing the singular number or the masculine gender will include the plural number or the feminine gender, as the case may
be, and vice versa.

3.16.2  References to persons will include firms, corporations, organizations, associations, foundations and charities.

3.16.3  Reference in any bylaw or any Resolution of WLDA to any bylaw, statute or section thereof, will be deemed to extend and apply to any amendment or re-enactment or such bylaw, statute or section thereof as the case may be.

3.16.4  The division of these Bylaws into sections, the insertion of headings and the provision of a table of contents is for convenience only and is not to affect the construction or interpretation of these Bylaws.

3.17  “Dues” if applicable are voted in by the Board.

Admission of Members

4.1  Any individual that is a Volunteer Staff that was appointed by the Board or Executive Director/General Manager, and in good standing, may become a Member where such individual has a genuine interest in the purposes of the Organization and pays the applicable dues (if any, voted by the Board). A Member will receive notice of the AGM and Special Meetings of  WLDA.

4.2  Volunteer staff must put in a minimum of 60 hours per year depending on job description.  (must be tracked and handed in to the Executive Director/General Manager or a designated Board member).

4.3  Notwithstanding the preceding volunteer hours provided for, the purpose of “Volunteer Searches, trapping and poster blitz” do not qualify for the purpose of Section 4.2

4.4  Membership is restricted to Manitoba residents only and must be 18 years of age or older.

4.5  Membership shall not be transferable.

4.6  Members can vote at any AGM or Special Meetings.

4.7  Membership shall cease for the following reasons:

4.7.1  The receipt of a written resignation by the Member to the Secretary of the Board.

4.7.2  Once the resignation is received, the Board of Directors shall remove all privileges to the Member including being removed from all Facebook groups/pages other than the main page.

4.7.3  Upon suspension or removal of a Member by the Board of Directors. The Board, by a simple majority vote at a Special Meeting called for that purpose, may suspend or remove a Member for one or more of the following reasons:

4.7.3.1  If the Member has failed to abide by the Bylaws.

4.7.3.2  If the Member has been disloyal to the organization.

4.7.3.3  If the Member has disrupted meetings or functions of WLDA.

4.7.3.4  If the Member has done or attempted to have done anything the Board judges to be harmful to WLDA.

4.7.3.5  Notice of Suspension or removal shall be a written notice delivered to the Member by registered mail and emailed if available (identical contents) stating the reasons for dismissal.

4.7.3.6  The decision of the Board is final.

4.7.4  Death of the Member.

ANNUAL GENERAL MEETINGS (AGM)

5.1  The AGM of the Members will be held within one hundred and eighty (180) days following the last day of each Fiscal Year on such date and at such place as selected by the President.

5.2  Notice of the AGM together with the agenda for the meeting will be provided to the Members no less than thirty (30) calendar days before the date scheduled for the said meeting.

Annual Report of the Board

5.3  At each AGM the Members will:

5.3.1  Be presented by the Board with an annual report of the activities of WLDA of the previous year.

5.3.2  Be presented with the financial statements (or summaries thereof) of WLDA for the preceding Fiscal Year.

5.3.3  Elect such number of Directors as required by these Bylaws.

5.3.4  Conduct such additional business as the Board considers necessary and appropriate and as may properly come before the meeting

5.3.5  Discuss any matters of new business or items of business not specifically referred to in the agenda under the topic of “new business” after all other matters on the agenda have been dealt with, provided that the new business may be spoken to for discussion and information purposes only.

Special Meetings

5.4  Special Meetings of Members may be convened at any time and place:

5.4.1  By Ordinary Resolution of the Board.

5.4.2  Following a request in writing, delivered to the Secretary, by not less than forty (40%) percent of the Members specifying the object of the Special Meeting and the Resolutions sought to be voted on. The Board shall convene the Special Meeting within thirty (30) day after the said written request is received by the Board.

5.4.3  No business will be transacted at a Special Meeting other than that
specified in the agenda forming part of the notice of the meeting.

5.4.4  The President at the Special Meeting will determine the order in which the business and questions are presented to the Members.

5.4.5  All meetings of Members shall be open only for attendance by Members and those individuals invited by the Board to attend.

Quorum

5.5 Fifty (50) + one (1) person (51%) of the Membership present will constitute a quorum for the purpose of conducting a vote.

President

5.6 At every AGM, or Special Meeting of the Members the President will serve as the chair of the Meeting.

In the absence of the President at the meeting the chair of the meeting will be selected by the Directors present at the meeting.

In the event the Directors are unable to agree on the person to serve as chair the Members in attendance at the meeting will elect the chair by an Ordinary Resolution.

Voting

5.7  Every Member in attendance is entitled to one vote on every issue put to a vote at any meeting of the Members.

5.8  There shall be no proxy voting.

5.9  Every question submitted to a meeting of Members will be decided at the discretion of the President of the meeting either by secret ballot or by a show of  hands.

In case of an equality of votes the President will not have a tie casting
vote and the motion being voting on shall fail.

Notwithstanding the preceding, at meetings of Members any Member may resolve that any vote is to be conducted by secret ballot and, if seconded, and thereafter approved by a majority of the Members in attendance, by a show of hands this motion will apply to all other questions at that particular meeting, and all votes at that meeting will be determined by secret ballot.

Adjournment of Meeting

5.10  Any meeting of the Members may be adjourned at the discretion of the President or on a two-thirds vote of the Members present at such meeting and such business as set out on the agenda shall be transacted at a reconvened meeting as might have been transacted at such original meeting from which the adjournment took place.

The President will notify the Members present of the time and place at which the adjourned meeting is to be held and further notice need not be given to the Members.

Power

6.1  Subject to the provisions of this Bylaw the administration, management, control of the affairs, property, business and funds of WLDA will be vested in the Board, without limiting the generality of the preceding the Board is mandated and empowered to:

6.1.1  Determine and effect the policies of WLDA;

6.1.2  Secure sufficient income and maintain adequate control of expenditures in order to provide for effective operation and administration of WLDA, and to keep or cause to be kept adequate records of all transactions.

6.1.3  Board Members in good standing are automatically voting members at Board meetings, AGM and any Committee

 

Directors

6.2  The Board will consist of minimum three (3) Directors and maximum of nine (9) Directors.

6.3  Must put in 60 – 120 hours per year.

6.4  To qualify as a Director a person shall have attained eighteen (18) years of age.

6.5  Be a voting Member of a Committee (see Section 7.5)

 

Election of Board

6.6  Term of a Director:

i. Transition

All Directors in office and Officers, as at the date of these Bylaws will continue in their office according to the following transitional rules for elections (the “Transitional Elections”):

(1) The office of one third (1/3) Directors selected by Board will be vacated and terminated at the 2015 AGM and an election to fill the directorship will be held on the date of such termination;

(2) The office of one third (1/3) Directors selected by Board will be vacated and terminated at the 2016 AGM and an election to fill the directorship will be held on the date of such termination.

ii. Term

Two (2) years following the election of a Director or Officers the office of such Director or Officer will be vacated and terminated and an election to fill the office of such Director will be held on date of such termination. Only one third (1/3) of the Board will be up for election in any given year.

iii. Date of Election

All elections (including the Transitional Elections) will be held on such date during the month of the AGM.

iv. Candidates for Director, not including the President, Vice-President, Secretary/Treasure

The Board of Directors will establish a slate of candidates for an election from the nominations submitted by the Nomination Committee and be voted in by the Members.

v. Elections of Officers will be voted on by the Board of Directors. See Section 8.2

6.7  Notwithstanding any rule of this Bylaws each Director will remain in their office until an election is held in relation to their office.

6.8  Directors will be eligible for re-election or re-appointment if otherwise qualified.

 

Retirement / Resignation Director

6.9  A retiring Director will remain in office until the dissolution or adjournment of the meeting at which their retirement is accepted.

 

Vacating of Office

6.10  The office of a Director will be automatically vacated for the following:

6.10.1  If a Director resigns their office by delivering a written resignation to the Board.

6.10.2  If a Director is declared by a court of competent jurisdiction to be of unsound mind.

6.10.3  Where the Director is absent from four (4) Board meetings in a year unless they requested a leave of absence for medical reasons to a
maximum of five (5) meetings that year.

6.10.4  If the Director is sentenced to serve time in prison in
relation to a crime involving a breach of trust, or a matter involving
property.

6.10.5  On the death of a Director.

 

Removal With Cause

6.11  The Board may, by two thirds (2/3) majority vote at a Special Meeting called for that purpose, remove a Director before the end of his/her term for one or more of the following reasons:

6.11.1  A Director fails to abide by the Bylaws.

6.11.2  A Director disrupts meetings or functions of WLDA.

6.11.3  A Director does or attempts to do anything the Board judges to be harmful to WLDA or WLDA’s Facebook main page.

6.11.4  A Director will receive a written notice delivered by registered mail and email when available (identical content) stating the reasons for dismissal.

6.11.5  The decision of the Board is final.

 

Board Meetings

6.12  Board Meetings may be held either at the Head Office of WLDA or elsewhere as the Board from time to time may determine.

6.13  Board Meetings may be convened on due notice by the President or by the Vice-President or by any two (2) Directors at any time acting together.

6.14  Notice of a Board Meeting will be delivered, mailed, emailed, faxed, posted via the Board Facebook group or telephoned to each Director at least (2) calendar days before the meeting is to take place.

However, a Board Meeting may be held at any time without formal notice if all the Directors are present, or if those who are absent have waived notice, or have signified their consent in writing to the meeting being held in their absence.

No errors or omissions arising through inadvertence in giving notice for a Board Meeting will invalidate such meeting. Directors may at any time ratify and approve proceedings taken or had thereat.

6.15  In the event of a vacancy in the office of a Director the remaining Directors may act notwithstanding any vacancy in their body but, if their number is reduced below the number necessary for a quorum, the remaining Directors shall within thirty (30) days following the date that the vacancy occurs appoint a person to serve as Director for the balance of the term of the vacant office.

 

President of Board Meetings

6.16  The President will not be entitled to vote at all Board Meetings. In case of an equality of votes the President will have a tie casting vote and the motion being voting on shall not fail. In the event of the inability or refusal of the President to attend or chair a meeting, the Vice-President will attend, serve as chair of the meeting, and exercise all powers of the President. The President may temporarily nominate and delegate a Director to act on their behalf as the chair of any meeting where the President is present, and such delegate will possess all rights and privileges of the President.

6.17  In the case of absence of the President or, of the vice-President, at a Board Meeting, the Directors present may appoint an alternate Director to act as the chair of the meeting.

 

Quorum

6.18 The quorum for Board Meetings is a majority of the Directors.
Decisions of the Board

6.19 Questions arising at any meeting of the Board or at any meeting of a
Committee of the Board shall be decided by a majority of votes. In the case
of an equality of votes, the President, who shall ordinarily have a vote, shall not cast the deciding vote. All votes at any such meeting shall be taken by a show of hands.

6.20 Decisions of the Board will be decided by Ordinary Resolution provided that notwithstanding the quorum requirement, a decision of the Board, to be valid and binding must receive the approval of at least three (3) individual Directors.

 

 

Resolutions in lieu of a Meeting

6.21 A Resolution in writing, signed by all the Directors entitled to vote thereon is as valid as if it had been passed at a Board Meeting and will be effective from the date specified in the Resolution.

 

Telephone or the Boards Facebook Group Participation

6.22  If all the Directors consent, the Directors may participate in a Board Meeting by means of such telephone or other communication facilities as permit all persons participating in the meeting to communicate with each other.

A Director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent will be effective whether given before or after the meeting to which it relates and may be given with respect to all Board Meetings while a Director holds office.

 

Frequency of Meetings

6.23 The Board will meet no less frequently than once every four (4) months.

 

Discovery of Information

6.24  Subject to the provisions of the Act no Member will be entitled to discovery of any information respecting any details or conduct of the affairs of WLDA which in the opinion of the Board, it would be inappropriate in the interests of the Members to communicate.

The Board may from time to time determine whether and to what extent and at what time and place and under what conditions the accounts, records and documents of WLDA or any of them will be open to the inspection of the Members, and no Member will have any right of inspecting any account, record or document of WLDA except as conferred by the Act, this Bylaws or authorized by the Board.

6.25  The Directors may by Ordinary Resolution resolve to reimburse Directors for reasonable expenses incurred, or to be incurred, by them in the performance of their duties.

6.26  Delegations of Members may appear before a duly constituted Board
Meeting upon giving at least twenty-four (24) hours prior written notice to
the Board of their desire to attend and the subject matter of their proposed
presentation. The said notice requirement may be waived by an Ordinary
Resolution of the Board.

6.27  The Board by Ordinary Resolution may permit any person to attend a Board Meeting subject to such conditions as the Board may impose.

6.28  Minutes shall be kept of all meetings of the Board and of all meetings of Committees of the Board and these shall be circulated among all Directors of the Board or Committee members.

Duplicate minutes of Board Meetings, except as they relate to such matters as are reasonably considered by the Board as confidential matters, will be made available at the Head office for inspection by Members.

6.29  A question of procedure at or for any meeting of the Board or a Committee of the Board, which has not been provided for in the Bylaws of WLDA shall be determined in accordance with Roberts’ Rules of Order.

7.1  The Directors will be responsible for coordination of the work of WLDA and for the passage of and carrying out the policies, directives, rules and regulations of WLDA.

7.2  The Directors will be responsible for ensuring that all funds, monies and investments of WLDA are accounted for, and for ensuring that minutes of Board Meetings and Membership meetings are taken and maintained.

7.3  The Directors will have the power to make expenditures for the purpose of furthering the objects of WLDA.

7.4  The Directors may authorize the payment of all expenses incurred prior to, or subsequent to incorporation in setting up, registering, maintaining and amending WLDA and its’ bylaws, policies, directives, rules and regulations and all expenses incidental thereto.

7.5  The Board may organize, constitute and create such committees of the Board as it considers necessary to best carry out the work of WLDA. Terms of reference for such Committees shall be established by the Board from time to time.

There shall be two (2) Board Members assigned to each committee and will have voting rights. One (1) Board Member must be present at each committee meeting and will provide a report of its activities at each Board meeting.

7.6  The Directors may prescribe such policies, directives, rules and regulations not otherwise inconsistent with the Act and the Bylaws, relating to management and operations which they deem expedient, provided that such policies, directives, rules and regulations will have force and effect only until the next Annual or special Members meeting when they will be confirmed. In default of confirmation at such meeting of Members such policies, directives, rules and regulations will from that time, cease to have force and effect.

7.7  The Directors may appoint employees to sit as ex-officio, non-voting
members of the Board.

7.8  The Board may from time to time appoint a General Manager or Executive Director, who may not be one of the Directors and may delegate to him/her authority to manage and direct the business and affairs of WLDA (except such matters and duties as by law must be transacted or performed by the Board or by the Members) and to employ and discharge agents and employees of WLDA, and may delegate to him/her any lesser powers.

He/she will conform to all lawful orders and Board decisions given to him/her by the Board, regarding the affairs of WLDA. They must attend all board meetings and do not have a vote.

8.1  The officers of WLDA will be a President, Vice-President and Secretary – Treasurer and such other officers as the Board may determine from time to time. Greg A. Mitchell (Founder) will be a permanent voting member of the Board. Any two offices may be held by the same individual, except the offices of President and Vice-President.

8.2  The officers of WLDA will be appointed by the Directors, and the Directors may, by Ordinary Resolution remove at its pleasure any such officer.

8.3  The Board may appoint such agencies and engage such employees as it deems necessary or desirable and such agencies and employees will have
such authority and will perform such duties as will be prescribed by the Board from time to time.

8.4  The officers of WLDA will hold office until their successors are appointed.

9.1 Subject to the written direction of the Board, the President will directly, or through an agent or employee of WLDA:

9.1.1 Plan meeting agendas for the Board Meetings and for Membership meetings;

9.1.2 Be responsible for calling Board Meetings and meetings of Members;

9.1.3 Have the responsibility for the general and active management of the affairs of WLDA.

9.1.4 Prepare and submit to the Members at each AGM the statement and report of the preceding Fiscal Year for the Members consideration
and approval.

9.1.5 See that all orders and Resolutions of the Board are carried into
effect.

9.1.6 Preside as President at all Board Meetings and Membership
meetings.

9.1.7 Be the spokesperson for WLDA.

9.1.8 Be an ex-officio voting Member of all committees unless they are appointed as one of the two Board members of that committee. (see Section 7.5)

9.2  Subject to the written direction of the majority of the Board the Vice-President will:

9.2.1 In the absence of or disability of the President, perform the duties and exercise the powers of the President and will perform such other duties as will from time to time be imposed upon him by the Board.

9.2.2 If the office of the President falls vacant, be the acting President until a new President is elected by the Board.

9.2.3 Render assistance to any Director as directed by the President.

9.2.4 Be a voting Member of all committees.

9.3  Subject to the written direction of the majority of the Board the Secretary will directly, or through an agent or employee of WLDA:

9.3.1 In consultation with the President, be responsible for the preparation and distribution of the minutes and agendas of all meetings.

9.3.2 Answer correspondence and fulfill other secretarial duties as assigned by the President.

9.3.3 Inform the Members and the Directors of upcoming meetings, keep records of attendance and accept regrets.

9.3.4 Act as clerk of all Board Meetings and Membership meetings, and record all votes and minutes of all proceedings in the books to be kept for that purpose.

9.3.5 Give or cause to be given notice of all Board Meetings and Membership meetings.

9.3.6 Be a voting Member of all committees.

9.4  Subject to the written direction of the majority of the Board the Treasurer will directly, or through an agent or employee of WLDA:

9.4.1 Have the accounting books and records of WLDA prepared and/or audited after the end of each Fiscal Year.

9.4.2 Present, when requested by the Board, a Treasurer’s report at Board Meetings and Membership meetings; showing the financial position of WLDA, the results of the yearly operation of WLDA, and any other financial reports which the Board may from time to time require.

9.4.3 Prepare and present to the Board an annual budget for approval.

9.4.4 Have the custody of the funds and securities of WLDA, keep full and accurate accounts of all assets, liabilities, receipts and disbursements of WLDA in the books belonging to WLDA and deposit all monies, securities and other valuable effects in the name and to the credit of WLDA 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.

9.4.5 Disburse the funds of WLDA as may be directed by the Board taking proper vouchers for such disbursements, and will render to the President and Directors at the regular Board Meetings, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of WLDA.

9.4.6 Perform such other duties as may from time to time be directed by the Board.

9.4.7 Be a voting Member of all committees.

9.5  In all cases of death, resignation, retirement or removal from office of an officer, all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to WLDA will be delivered to the Board.

9.6  The duties of all other officers, if any, of WLDA will be such as the terms of their engagement call for, or the Board requires of them from time to time plus be a voting Member of all committees.

 

Delegation of Duties

9.7  In the absence, the disability or the refusal to act of any officer or Director, the Board may delegate the duties of such officer or Director to any Directors until the proper official returns or again performs his duties or his successor is elected.

9.8 The Officers may exercise all such powers of WLDA that are not by the Act or by the bylaws required to be exercised by the Directors or Members.

9.9 Board Members have one vote except for the Executive Director has no vote.

9.10 There shall be no proxy voting.

10.1  Contracts, documents or any instruments in writing requiring the signature of WLDA will be signed by any two of the President, Vice-President, Secretary Treasurer, or such other person or persons as determined by the Board in writing from time to time, and all contracts, documents and instruments in writing will be binding upon WLDA without any further authorization or formality.

11.1  Every Director or officer of WLDA or other persons who has undertaken or is about to undertake any liability on behalf of WLDA will from time to time and at all times, be indemnified and saved harmless out of the funds of WLDA, from and against:

11.1.1 All costs, charges and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability.

11.1.2 All other costs, charges and expenses which they sustain or incur in or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or willful default.

12.1  Bylaws of WLDA will be enacted by the Board and amended at a Members meeting with the approval of a two-thirds (2/3) majority (66 2/3%) of those eligible Members in attendance at the meeting to vote in favour of the amendment thereto.

13.1  The Directors will see that all necessary books and records of WLDA required by the Bylaws of WLDA or by any applicable statute or law are regularly and properly kept.

14.1  The Board, shall from time to time, designate chartered banks, or credit unions in which the funds of WLDA are to be kept on deposit, and may authorize the opening of such accounts as may be necessary or required by relevant legislation.

15.1  It is the unalterable provision of this Bylaws that Members of WLDA will have no interest in the property and assets of WLDA. Upon dissolution or winding up of  WLDA, any funds and assets of WLDA remaining after satisfaction of its debts and liabilities, will be distributed to the Winnipeg Humane Society.