Constitution

A by-law amending any previous by-law, relating generally to the transaction of affairs of the Manitoba Association of Cottage Owners.

Passed and adopted at the AGM of M.A.C.O. held on October 29, 2011.

(Signed) President _______________________. Secretary __________________________.

ARTICLE 1 – NAME

The name of the organization shall be the Manitoba Association of Cottage Owners Inc. (hereinafter called “M.A.C.O.”)

ARTICLE 2 – PURPOSE

The purpose of the Association shall be:

(a) To represent the interests of cottage and seasonal resident owners of cottage properties who belong to an association that maintains membership in M.A.C.O.;

(b) To promote information exchange between the members of M.A.C.O.;

(c) To assist individual groups or organizations when and as approved by the executive or when requested by members who are dealing with local concerns;

(d) To communicate with the media and general public concerning issues of interest to the members;

(e) To represent the interests of members to governmental organizations.

ARTICLE 3 – MEMBERSHIP

SECTION 1 – Regular Membership:

A regular member is defined as a formally organized cottage association which has its own membership of ratepayers/owners of residential properties ordinarily known as cottage properties (developed or undeveloped) situated in localized geographical areas such as Rural Municipalities, Crown Lands, and Provincial Parks.

SECTION 2 – Individual Membership:

An individual member is defined as a person who may or may not own or lease cottage property in Manitoba, may or may not be a member of a local association, and who wishes to support the principles and purposes of M.A.C.O..

SECTION 3 – Corporate Membership:

(a) A corporate member is defined as a legally constituted “for-profit” organization which supports the principles and purposes of M.A.C.O..

(b) Corporate members may advertise on the M.A.C.O. web-site and in newsletters, subject to approval by the Executive and after appropriate fees are paid.

(c) Corporate members do not have voting privileges.

SECTION 4 – Municipal Membership:

(a) A municipal member is defined as a legally constituted municipality within Manitoba.

(b) Municipal members may advertise on the M.A.C.O. web-site, with approval of the Executive and after appropriate fees have been levied.

(c) Municipal members do not have voting privileges.

SECTION 5 –Associate Membership:

(a) An associate member is defined as an individual or organization that does not fit within the definitions of the existing categories in Sections 1 – 4.

(b) Associate members do not have voting privileges.

SECTION 6 – Honorary Membership:

(a) Honorary membership may be granted by the Executive to any individual whose services to M.A.C.O. have been deemed to have been especially significant or long-standing.

(b) Honorary members do not have voting privileges.

SECTION 7 – Area Representatives:

(a) The executive of M.A.C.O. may appoint Area Representatives who receive and submit information from the areas of their cottages.

(b) They are encouraged to attend meetings, but regular attendance is not required, and they are not counted as part of the quorum requirement and have no vote at board meetings or the Annual General meeting.

(c) Voting privileges may be granted by the executive in special situations or special meetings.

(d) Area representatives may be appointed at any time.

SECTION 8 – Membership Application, Fees and Continuing Membership:

(a) Application for membership shall be made on the approved form as published in Appendix A.

(b) The Executive reserves the right to reject any membership application for just cause.

(c) All fees, assessments and levies shall be paid to the treasurer for the current year.

(d) Membership and voting privileges may be revoked for non-payment of fees.

(e) In the event that M.A.C.O. is dissolved, the assets will be liquidated and equally distributed to the members.

ARTICLE 4 – COMPOSITION OF M.A.C.O.

SECTION 1 – The association shall consist of:

(a) The Executive;

(b) The Board of Directors;

(c) Area representatives;

(d) Members who maintain a paid-up membership.

ARTICLE 5 – REPRESENTATION AND VOTING

SECTION 1 – Annual general meetings;

(a) Every regular member in good standing or an individual member in an area not covered by an association shall be entitled to cast one (1) vote.

(b) Member associations having more than 50 members are entitled to a second vote.

(c) A representative must be in attendance for each vote.

SECTION 2 – Special general meetings;

(a) Every regular member in good standing shall be entitled to cast one (1) vote at all special meetings.

(b) Notwithstanding paragraph (a) or (b), Section 1, no person may cast more than one (1) vote at a special general meeting, even though such person may be qualified in more than one capacity as a member voter.

(c) It is the responsibility of  the member organizations to notify the M.A.C.O. Board who will be their voting representative and alternate at meetings, or in the absence of advance notification, the representative(s) must identify themselves and who they represent before the meeting begins.

ARTICLE 6 – THE EXECUTIVE/BOARD OF DIRECTORS

SECTION 1 – The Executive of M.A.C.O. shall consist of the following officers, elected as per Article 7:

(a) President;

(b) Vice-President;

(c) Secretary;

(d) Treasurer;

SECTION 2 – The Board of Directors of M.A.C.O. shall consist of :

(a) A minimum of five (5) and a maximum of ten (10) directors, who, if appointed by the executive, must be confirmed by election at the next annual general meeting (Article 7, Section 4(d)).

SECTION 3 – Management of property and carrying on of business:

(a) The property and business of M.A.C.O. shall be managed by the Board of Directors as constituted in Section 2.

(b) The powers given to the corporation by its Articles of Incorporation or otherwise may be exercised by the Board at any meeting at which a quorum is present (Article 8(a)).

(c) All officers and committees shall be responsible and subject to the direction and control of the Board.

(d) The Board may delegate to any elected officers, otherwise referred to as the “Executive”-(Sec. 1), the power to manage the business and affairs of M.A.C.O., in accordance with this by-law and subject to the Corporations Act.

SECTION 4 – Appointment of committees:

(a) The executive may appoint one or more committees of the Board of Directors.

(b) Committees may be delegated such powers as the executive shall determine.

(c) Members of the Board, Executive and any appointed committee members shall serve without remuneration, but may be entitled to be reimbursed for reasonable out-of-pocket expenses, as approved by the Executive.

ARTICLE 7 – ELECTION OF OFFICERS, DIRECTORS and TERMS of OFFICE:

SECTION 1 – Nomination requirements:

(a) Persons who stand for election as officers or directors of M.A.C.O. shall be members of constituent associations or an individual member of M.A.C.O. in good standing.

SECTION 2 – Nominating Committee

(a) A nominating committee consisting of the Past President as Chairman, and two (2) members chosen as hereinafter set out, shall be convened on or before the 15th  day of July in each year to nominate individuals (members) of M.A.C.O., to fill positions of officers and directors, to be elected at the forthcoming Annual General meeting.

(b) Selection of the two (2) elected members of the nominating committee shall be at the discretion  of the Board of Directors.  Any election for a nominating committee position shall be by secret ballot.

SECTION 3 –  Nominations for the positions of Officers and Directors shall be:

Any persons that the current nominating committee may wish to nominate or any persons the Past President may wish to nominate, or any nomination from the floor.

SECTION 4 – Election of Officers/Directors, and Terms of Office

(a) The following officers and directors shall be elected in even years at the Annual General meeting; President, Secretary and a minimum of three (3) directors.

(b) The following officers and directors shall be elected in odd years at the Annual General meeting; Vice-President, Treasurer and a minimum of three (3) directors.

(c) Any other vacancies may be filled by nomination and election at the Annual General meeting, for a term to be determined by the executive at the time of the election.

(d) Any officer or director position unfilled at an Annual General meeting may be filled by appointment for any term as determined by the Executive.  Any appointments must be confirmed by election at the next annual general meeting.

(e) The maximum number of directors shall not exceed ten (10) at any time.

ARTICLE 8 – QUORUMS

(a) A simple majority shall constitute a quorum for executive or board meetings.

(b) Ten (10) voting members shall constitute a quorum for the Annual General meeting and for any Special General meetings.

ARTICLE 9 – RULES OF ORDER

This Association shall be governed by Roberts Rules of Order in all matters not provided for by the constitution, by-laws or rules of the Association.

ARTICLE 10 – ENACTMENT

This constitution and bylaws shall become effective immediately following their adoption.

ARTICLE 11 – AMENDMENTS

(a) No amendment(s) shall be made to this Constitution and bylaw unless said proposed amendment(s) has/have been submitted in writing to the Executive by July 15th.

(b) The adoption of any amendment(s) shall require the approval of at least two-thirds of the voting members present and voting at an Annual General meeting.

ARTICLE 12 – MEETINGS

SECTION 1 – Annual Meetings:

The Annual meeting of M. A. C. O. shall be held between October 15th, and November 15th each year.  Notice of this meeting, together with any proposed constitutional changes, must be mailed to all members thirty (30) days prior to such meeting.

SECTION 2 – Special General Meetings:

(a) Special general meetings of M.A.C.O. may be called by the President; or three(3)  members of the Executive;  or ten(10) members of M.A.C.O..  The request must be in writing to all board members.

(b) Notice of any special general meeting, stating the purpose of such meeting, must be mailed to all members of M.A.C.O. fifteen (15) days prior to such meeting.

SECTION 3 – Executive/Board Meetings:

(a) M.A.C.O. Executive will hold such meetings of the executive and/or board of directors as they may require during their term in office.

(b) The executive/board members must be notified prior to any such meeting.

SECTION 4 – Notice and conduct of meetings:
(a) The date, time and place of all meetings must be included in all notices of meetings.

(b) The executive will be responsible for coordinating all meetings.

(c) The agenda with any supporting documentation is to be circulated with any notice of meetings.

ARTICLE 13 – OFFICERS’ DUTIES

SECTION 1 – Duties of the President:

(a) preside at all meetings;

(b) serve as a member (ex officio) of all committees;

(c) in the event of a tie vote, shall cast the deciding vote;

(d) shall be a signing officer for M.A.C.O.

SECTION 2 – Duties of the Past President:

(a) shall assist the executive in rendering decisions;

(b) shall chair the nominating committee.

SECTION 3 – Duties of the Vice-President:

(a) will assume any of the duties of the President in the absence of the President:

(b) perform other duties as directed by the President;

(c) shall be a signing officer for M.A.C.O.

SECTION 4 – Duties of the Secretary:

(a) record and preserve minutes of all meetings;

(b) conduct, under guidance of the President, official correspondence;

(c) issue notice of all meetings;

(d) keep up to date record of all member organizations;

(e) publish a copy of the Annual General meeting minutes to all member organizations by Dec. 15th(approved assessment of levies included);

(f) shall be a signing officer for M.A.C.O..

SECTION 5 – Duties of the Treasurer:

(a) will administer all funds of M.A.C.O.

(b) will prepare and present an up to date financial report of M.A.C.O. at all Annual General and Special General meetings.  The financial report shall be on paper and distributed to all member organizations prior to the start of these meetings;

(c) will arrange for reviewed financial statement and report prior to the Annual meeting;

(d) shall be a signing officer for M.A.C.O.;

Note:    Cheques must be signed by two (2) of the four (4) signing officers.

SECTION 6 – Duties of the Directors:

(a) participate in Board meetings to assist and approve activities carried out by the Executive in managing the affairs of M.A.C.O. as delegated by the Board.

(b) perform such duties as requested by the President;

(b) assist the Past President on the nominating committee.

SECTION 7 – Duties of Area Representatives:

(a) to bring area concerns to MACO for possible solutions;

(b) meeting attendance not a requirement;

(c) perform such duties as directed by the executive;

(d) promote the efforts of MACO in their own and other areas of Manitoba.

ARTICLE 14 – PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

SECTION 1- Every director and officer of M.A.C.O., in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interest of M.A.C.O. and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for any other matter permitted or performed by a director or officer in executing the duties of his or her office.  Every director and officer has a duty to act in accordance with the Corporations Act and regulations when carrying on the business of M.A.C.O.

SECTION 2 – The executive of M.A.C.O. shall make every reasonable effort to obtain and keep in force liability insurance which covers the lawful activities of directors and officers.