queen elizabeth exhibition haultain community … · qexca articles of incorporation, bylaws,...

QUEEN ELIZABETH EXHIBITION HAULTAIN COMMUNITY ASSOCIATION CORPORATION

ARTICLES OF INCORPORATION, BYLAWS, POLICIES AND PROCEDURES

Q E X C A Articles of Incorporation. Bylaws, Policies and Procedures Approved AGM October 13 2015

ARTICLES OF INCORPORATION ARTICLE ONE - NAME 1.01 The name of this association shall be the Queen Elizabeth Exhibition Haultain Community

Association Corporation (hereinafter referred to as the "Association").

ARTICLE TWO - MUNICIPALITY OF REGISTERED OFFICE 2.01 Saskatoon

ARTICLE THREE - MEMBERSHIP 3.01 There shall be one class of membership. Membership shall be open, upon payment of the

required fees, and for a period as determined by the Directors to: • Any individual or family that resides within the Association boundaries; • Families with children who attend schools located within the Association boundaries; • Any individual or family who shall be deemed eligible for membership at the discretion

of the Directors.

3.02 The Directors shall set family and individual membership fees. Membership fees shall be paid annually for the term commencing Septemtier 1 and ending August 31 . The Directors may waive the membership fee, at its discretion.

3.03 Every member, eighteen (18) years of age or older, shall be entitled to vote. There shall be no proxy vote.

3.04 Any individual or family, which has paid the required fees, shall be considered a member in good standing.

3.05 Members and non-members may participate in the activities of the Association but priority shall be given to members. The fees schedule for such activities, for members and non-members, shall be determined by the Directors.

3.06 The Association shall, for the purpose of admission to its programs and activities, honour memberships in similar organizations applicable to other neighbourhoods in the City of Saskatoon.

3.07 Membership cards may be issued.

3.08 Membership fees shall be set annually by the Directors.

ARTICLE FOUR - RIGHT TO TRANSFER MEMBERSHIP INTERESTS 4.01 N/A

ARTICLE FIVE - NUMBER OF DIRECTORS 5.01 The Association shall be governed by a Board of Directors (hereinafter referred to as the

"Directors") consisting of a minimum of 5 and a maximum of 25 members, who are duly elected by the membership of the Association.

ARTICLE SIX - TYPE OF CORPORATION 6.01 The corporation is a Saskatchewan Charitable Corporation.

Q E X C A Articles of Incorporation, Bylaws, Policies and Procedures Approved AGM October 13 2015

ARTICLE SEVEN - RESTRICTIONS 7.01 N/A

ARTICLE EIGHT - DISSOLUTION 8.01 If the memt)ers resolve that the Association can no longer function as a viable organization,

then dissolution may be considered. This action shall be implemented only after it has been concluded that no future purpose for the Association's existence can be identified and the Directors may instead resolve to suspend activities until enough interest is shown to make it viable again.

8.02 Upon dissolution, all remaining assets shall be donated to a charitable or non-profit organization identified and approved by the members at the same meeting as dissolution was approved; and no resolution to approve dissolution of the Association shall be effective unless it specifies such a charitable or non-profit organization.

Approved at the Annual General Meeting of the Association Octoie./^ 73. 2015.

Q E X C A Articles of Incorporation, Bylavra, Policies and Procedures Approved AGM October 13 2015 P a g e s

BYLAWS BYLAW 1 - BOUNDARIES 1.01 The Queen Elizabeth Exhibition Haultain Community Association shall include the following

areas in the City of Saskatoon: • The area south of 8th Street tjetween Broadway Avenue and Clarence Avenue

extending south to Taylor Street (hereinafter referred to as "West Haultain"); • The area south of Taylor Street between Melrose Avenue and Clarence Avenue

extending south to Ruth Street (hereinafter referred to as "Queen Elizabeth"); and • The area south of Taylor Street between St. Henry Avenue between and Melrose

Avenue extending south to Ruth Avenue and also the entire Exhibition Grounds, south of Ruth Street tretween Lome Avenue and the extension of St. Henry Avenue extending south to the City limits (hereinafter referred to as "Exhibition").

BYLAW 2 - PURPOSE AND OBJECTIVES 2.01 The purpose of the Association is to make it a better place in which to live; to encourage a

sense of community, to promote, develop and organize recreation, educational, and social programs for the residents of the community; and to work to enhance the quality of life of all people in the neighlx)urhood.

2.02 The above stated purpose will be fulfilled through the following objectives: • To promote and assist in the recreational, educational and social programs of the

residents in the neighbourhood; • To work in cooperation with the City of Saskatoon, Community Services Department; • To work in conjunction wite other organizations and agencies; • To promote and carry out activities (for which funds may be raised) that further the

objectives of the Association.

2.03 The Association shall be non-sectarian, non-partisan, and non-commercial in all its relationships. The name of any member in his or her official capacity shall not be used in connection with any political interests or with any commercial group or its products or for any other purpose than the regular virark of the Association.

BYLAW 3 - GOVERNANCE 3.01 All affairs conceming the operation of this organization shall be bound by the Constitution,

Articles of Incorporation, Bylaws, Policies and Procedures.

3.02 The Board of Directors shall consist of the following positions: President Vice President Past President (non-elected) Secretary Treasurer Directors-at-Large (up to 20)

3.03 The Community Consultant of ttie City of Saskatoon Community Services Department, the Principal or designate of, ail schools within the iDoundaries of the Community shall be ex officio Directors and shall not have voting privileges.

Q E X C A Artictes of fncorporation. Bylaws, Policies and Procedures Approved AGM October 13 2015

3.04 In the event of any disputes as to the meaning of any resolution or Bylaw passed, the interpretation of the Board shall be final and binding.

BYLAW 4 - POWERS OF THE BOARD 4.01 The Board shall be responsible to the membership and have power on behalf of the

membership to do all things necessary for the achievement of the objectives of the Association and, without restricting the generality of the foregoing, be empowered to: • Administer the funds of the Assodation in such a manner and for such purposes as it

may decide are tieneficial to the \A«ll-being and advancement of the objectives of the Association;

• Decide to commence or discontinue any form of program or activity being conducted under the auspices of the Association;

• Appoint committees and assign their responsibilities, authorities and duration; • Accept any resignation and appoint any member to fill any vacancy occurring for the

balance of the term; • Ensure the Association operates on a non-political, non-sectarian basis; • Ensure that the objectives of the Association are carried out without pecuniary gain to

its members and that any profits are used in promoting its objectives. • Where deemed necessary, subsidize the fees for activities. • Make rules and regulations regarding the use of the Association's facilities and

equipment; • Suspend any member from the Association for infraction of rules and regulations of the

Association; • Expel any member for unbecoming conduct, or failure to carry out his/her duties as an

elected officer, or infraction of any rules and regulations of the Association, or who is absent for the three consecutive meetings without having given satisfactory explanation to the President.

4.02 All questions before the Board shall be determined by majority vote, subject to the following: • In the event of a dead-lock, the President shall have a deciding vote; • In the event of a suspension of members or frie removal of a Director, any vote must

include seventy-five (75%) percent of the Directors, who are present at that meeting.

4.03 Any Director who, for any reason shall cease to hold office, shall turn over to the Directors all documents, records, books, funds and other property of the Association within two weeks.

BYLAW 5 - MEETINGS ANNUAL GENERAL MEETING 5.01 The Annual General Meeting shall be held in October of each year and shall be open to all

residents within the boundaries of the Community;

5.02 The reviewed financial statement shall be presented at the Annual General Meeting

5.03 Not less than ten (10) members shall constitute a quorum at the Annual General Meeting

Q E X C A Articles of Incorporation, Bylaws, PolKles and Procedures Approved AGM October 13 2015 P a g e s

5.04 The order of business for the Annual General Meeting shall be as follows: • Call to order • Approval of Agenda • Minutes of the previous Annual General Meeting to be read and adopted • Business arising from minutes of previous Annual General Meeting • Correspondence • Reports of the Board and Committees • Presentation of Annual Financial Statement • Presentation of Annual Budget • New Business • Election of Directors • Adjournment

SPECIAL GENERAL MEETINGS 5.05 Special General Meetings may be called by the Directors at any time they deem it

necessary, for any purpose;

5.06 Special General Meetings shall be called whenever requested in writing and signed by not less than twenty (20) members.

5.07 Requests must state clearly the nature of the business to be transacted. No other business may be carried out;

5.08 Special General Meetings must be held within fifty (50) days of receipt of the request;

5.09 Quorum at Special General Meeting shall be not less than fifteen (15) members.

BOARD MEETINGS 5.10 May be held monthly at the discretion of the Directors;

5.11 Shall be open to all residents within the boundaries of the Community but presentation of motions and voting rights shall t>e restricted to elected or appointed Directors;

5.12 One third of the filled Director positions shall constitute a quorum.

NOTICE OF MEETINGS 5.13 Public notice of Annual and Special General Meetings must be made in writing and

delivered by prepaid postage or personal delivery to all members not less than fifteen (15) days and not more than fifty (50) days before the meeting.

5.14 Notification shall be provided, as well, to all residents of the Community in a manner deemed reasonable by the Directors.

5.15 Notice of Annual General Meetings shall include the proposed agenda, the list of nominations for Director positions and information about proposed amendments to the Articles of Incorporation and/or Bylaws.

Q E X C A Articles of Incorporation. Bylaws. Policies and Procedures Approved AGM October 13 2015

BYLAW 6 - VOTING 6.01 The general business of the Association shall be decided by a majority vote of members

present at the meeting, by a show of hands with the following exceptions: • Amendments to the Articles of Incorporation must be passed by at least a two-thirds

(2/3) majority of those members present; and • Election of the Directors shall be by secret ballot upon the request of any one member.

6.02 In the event of a dead-lock, the President shall have ttie deciding vote.

6.03 Every member in good standing (18 years of age or older) is entitled to one vote. There shall be no proxy vote.

BYLAW 7 - ELECTION OF DIRECTORS 7.01 Election of Directors shall be held during the Annual General Meeting of the

Association.

7.02 All members, who are eighteen (18) years of age or older at the time of the Annual General Meeting, shall be eligible to take office or be a candidate for office.

7.03 There may be a Nominating Committee of three (3) members appointed by the Directors. The Nominating Committee shall prepare a list of those who have consented to let their names stand for election at the Annual General Meeting. Nominations will also be accepted from the floor at the Annual General Meeting.

7.04 The Directors shall be elected to office for a two (2) year term. The terms of Vice President, Secretary, and up to ten Directors-at-l_arge shall expire in even years. The terms of President, Treasurer and up to ten other Directors-at-Large shall expire in odd years.

7.05 The position of Past President shall be for up to a two-year term.

BYLAW 8 - FISCAL YEAR AND FINANCIAL AFFAIRS 8.01 The fiscal year of the Association shall be July 1 to June 30.

8.02 All fees, revenue and grants payable to the Association shall be kept in an account in the name of the Association at such a bank as the Directors may determine, and all financial obligations incurred by the Directors in the name of the Association shall be paid.

8.03 An auditor or accountant, who is not a Director, shall be appointed by the Directors each year to examine all txDoks and records of the Association and prepare a financial statement for the Annual General Meeting.

8.04 An annual reviewed financial statement shall be signed by ttie Treasurer and one other Board member and approved by the Board, tiefore being presented at the Annual General Meeting.

8.05 A written financial statement shall be presented at each meeting of the Directors.

8.06 All expenditures over $100.00 shall t>e submitted to the Board for prior approval.


8.07 All expenditures over $3000.00 shall be approved at a General Meeting of the membership.

8.08 All property of the Association shall be the responsibility of the Directors, who shall ensure that a correct inventory of property is kept.

8.09 Activity fees shall be determined by the Directors and shall tie paid participating in each activity. <

BYLAW 9 - PLEDGING OF CREDIT 9.01 No Direction, nor member of the Association, shall have the power to pledge the credit of

the Association or to enter into a contract or an agreement on behalf of the Association, wherein the Association is or will tie obligated, until such commitment has bieen approved . by the Directors.

BYLAW 10 - SIGNING AUTHORITY 10.01 All cheques drawn upon the Association bank account and all legal papers and contracts

must be signed by the Treasurer and one of two other Directors appointed at the Annual General Meeting, each of whom shall have signing authority.

10.02 No two Directors, who reside in the same household or are related, shall be authorized to both have signing authority.

BYLAW 11 - COMMUNICATIONS 11.01 The Association shall communicate with its memtjership on a regular basis to inform all of

the ongoing affairs and events of the Association.

BYLAW 12 - DISPUTES, LIABILITIES AND INSURANCE 12.01 In the event of any disputes as to the meaning of any Article, resolution. Bylaw or Policy

passed, the interpretation of the Directors shall tje final and binding.

12.02 Neither the Directors nor any member of this Association shall be held personally liable for any debts, liabilities or legal action brought against the Association.

12.03 A member shall not liable in his/her individual capacity for any debt or liability of the Association.

12.04 The Association shall carry adequate insurance, as required by the City of Saskatoon, as well as any other insurance deemed necessary by the Directors.

BYLAW 13 - AMENDMENTS 13.01 Proposed amendments to the Articles of Incorporation must be made in writing and

presented to the Directors sixty (60) days before to the Annual or Special General Meeting.

13.02 Full details of the proposed amendments to the Articles of Incorporation must be sent out in the notice of the meeting.

13.03 Any amendments must receive at least two-thirds (2/3) of the votes cast before it shall be passed. ;


13.04 In the event of any disputes as to the meaning of any resolution or Bylaw passed, the interpretation of the Directors shall be final and binding.

13.05 The Board may amend any Bylaw by majority vote at any time but the amendment must be ratified at the Annual General Meeting.

BYLAW 14 - ASSOCIATION CODE OF CONDUCT 14.01 The Association is committed to providing an environment free of abuse, discrimination,

and harassment because of any characteristics covered by Saskatchewan Human Rights legislation. This Code will apply to all Directors, volunteers, instructors, coaches, and participants and parents.

14.02 The Association believes that those involved in the Association activities shall reach for the ideals of a strong community that include: • Respect for the rules of the sport or activity involved • Respect for officials, coaches, volunteers and acceptance of their decisions • Respect for other participants • Concern for equal opportunity and participation • Dignity under all circumstances • Respect for the rules of Fair Play and principles of sportsmanship as defined by

• Children in Sport, A Guide for Parents - Fair Play Code for Parents (Attachment 1) • True Sport Principles (Attachment 2)

• Zero tolerance for abusive or threatening language/behaviour

14.03 Any individual, who believes that a breach of this Code has occurred, may file a complaint with the Directors. Such complaint may be verbal (if informal) or in writing (formal). Any formal complaints will be dealt with by a quorum of the Directors within 30 days of receipt.

14.04 The Directors will work to rectify the situation with the parties involved. This could include removal of the individual/family from activities of the Association as a volunteer, instructor, coach, observing parent, participant, or Director for up to two years.

These Bylaws were enacted by the Queen Elizabeth Exhibition Haultain Community Association Corporation on the _ day of_ j:^ii!^, Ji^/J'.

President:

(Name) 4 ^ \

(Signayre)

Secretary or Treasurer: "7"/ /n / /

Jmia4 Abfa.friD (Name)

(Signature)

Q E X C A Articles of Incotporation, Bylaws. Policies and Procedures Approved A G M October 13 2015

POLICIES AND PROCEDURES DUTIES OF DIRECTORS 3.01 President

a) Presides as chairperson at all meetings of the Board and the Association; b) Is responsible for preparation of the agenda for meetings; c) Has signing authority for documents and cheques drawn on the Association's funds; d) Represents the Association to the various levels of government and other agencies; e) Ensures that all Directors are adequately trained in their duties and functions; f) Is ex officio member of all Committees and designates jobs to Committees.

3.02 Vice President a) In the absence of the President, assumes all authority and responsibility generally

designated to the President; b) Assists the President with the leadership and direction of the Association; c) Is responsible for coordinating all standing committees; d) Is in line to assume the President's position upon the expiration of the current

President's term.

3.03 Past President a) Is a Director for a minimum of one year following the expiration of his/her President's

term; b) Provides guidance and support for the Vice President and the Directors; c) May assume responsibilities as determined and designated by the Directors; d) Chairs meetings in the absence of both the President and Vice President.

3.04 Secretary a) Records, preserves, distributes and reads the minutes of all meetings of the Directors

and General Meetings of the Association; b) Keeps a record of all Committees and Committee members and maintains attendance

records of the Directors; c) Is responsible for notification of all Directors of next meetings; d) Handles all correspondence as directed by the Directors.

3.05 Treasurer a) Keeps regular books and records of the Association's finances; b) Has signing authority on documents and cheques drawn on the Association's funds; c) Prepares and presents financial statements for regular Association meetings; d) Presents the annual financial statement at the Annual General Meeting; e) Prepares a budget projection for the approval of the Directors at the beginning of each

fiscal year.

3.14 Directors-at-Large a) Are available for appointment to duties, responsibilities and Committees as deemed

necessary by the Directors.


PHOTO POLICY - Approved May 6, 2014 ? When we publish photos on our website, Facebook page, or newsletter, we use candid or anonymous shots of residents. Individuals in photos will not be identified, except for the QEXCA Directors and City officials, or if we have expressed consent from the individuals).

If you attend a public QEXCA event, please note that photos are being taken by the Association, and they may be used on our website, Faceixjok page, or newsletter. There will be automatic consent to photography and its applicable use upon entry to the QEXCA event.

At QEXCA events where a photographer is being used, the photographer will be identified so people know they are with the QEXCA.

If you have any questions about this policy or wish to have a digital photo of you or your family removed, please email [email protected].

Q E X C A Articles of Incorporation, Bylaws, Policies and Procedures Approved A G M October 13 2015

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