Current By-Laws of WIndog Inc.
WINNIPEG NETWORK OF DOG OWNER GROUPS
Approved at the founding May 5, 2014 Annual General Meeting. Amended at the following AGMs: July 6, 2015, February 2, 2016 and June 6, 2017
Article 1 – PREAMBLE
The Winnipeg Network of Dog Owner Groups Inc., herein referred to as WINDOG, is a coalition of Winnipeg off-leash area stewardship organizations.
This document contains the general bylaws that regulate the transaction of business and the affairs of the not-for-profit corporation.
Article 2 – STATEMENT OF PURPOSE
2.1 The purpose of WINDOG is:
2.1.1 To advocate for Winnipeg dog owners with respect to the establishment and maintenance of high-quality, humane off-leash recreational opportunities; and off-leash legislation, policies, practices and issues of concern to its members.
2.1.2 To promote responsible dog ownership, and respectful park stewardship.
ARTICLE 3 – DEFINITIONS
3.1 “Board” means the Board of Directors of WINDOG.
3.2 “Representative” means a Director that a Board of Directors of an off-leash organization has appointed to represent the organization on WINDOG.
3.3 “General Meeting” means a meeting of the Representatives of WINDOG’s Members.
3.4 “Off-leash Area”, herein referred to as an OLA, means an area that has been designated by the Chief Administrative Officer of the City of Winnipeg or designate pursuant to the Parks By-law as an area in which dogs are not required to be restrained by leashes;
3.5 “Off-leash Area Stewardship Organization” means an organization that meets the following criteria:
3.5.1 Performs a stewardship role at a Winnipeg off-leash dog park.
3.5.2 Has a minimum of twenty-five members, a governing body that meets regularly, a mission statement, and an organizational framework.
3.6 “Member” means an off-leash area stewardship organization that has been qualified for WINDOG membership.
3.7 “Member in Good Standing” means a Member who has paid his/her current annual membership fee and any other debt owed to WINDOG.
3.8 “Director Emeritus” means a non-voting Director that WINDOG’s Board has elected in recognition of having served the Board with distinction and excellence.
ARTICLE 4 – MEMBERSHIP
4.1 WINDOG’s membership consists of organizations, referred to herein as Members; there are no individual members.
4.2 Any off-leash area stewardship organization that supports WINDOG’s purpose and meets the criteria specified in Article 3.3.3 is eligible for membership.
4.3 Where more than one off-leash area stewardship organization operates in a given park, WINDOG shall grant membership to the group that is officially recognized under the City of Winnipeg’s Adopt-A-Park Program.
4.4 Each Member in Good Standing is entitled to select two of its Directors as Representatives to attend WINDOG General Meetings, act on its behalf of and represent its views.
4.5 The Member shall communicate the appointment of its Representatives and notify the Board in writing of any subsequent changes.
4.6 In accordance with Article 4.13, the Board may request that a Member appoint an alternate Representative.
4.7 The membership year shall be the period from January 1st, in any year, to December 31st of that year.
4.8 Annual membership fees for Members are due on January 1st of every year.
4.9 Members may change the annual membership fee by a simple majority vote at the Annual General Meeting (AGM). The Board shall notify off-leash area stewardship groups of the proposed dues at least thirty (30) days in advance of the vote.
4.10 Membership in WINDOG shall not be transferable.
4.11 Membership in WINDOG shall cease upon:
4.11.1 Non-payment of the annual membership fee upon the renewal date of December 31st in any given year;
4.11.2 The dissolution or disbanding of the OLA Stewardship Organization;
4.11.3 The receipt of a written request by the Member;
4.11.4 Suspension of a Member;
4.11.5 Expulsion of the OLA Stewardship Organization from WINDOG.
4.12 The Board, by a simple majority vote at a Special Board Meeting called for that purpose, may expel a Member from WINDOG for one or more of the following reasons:
4.12.1 Failure to abide by the By-laws;
4.12.2 Acting or failing to act in a manner that is harmful to WINDOG.
ARTICLE 5 – RIGHTS AND PRIVELEGES OF MEMBERS AND REPRESENTATIVES
5.1 Any Member in Good Standing shall be entitled to:
5.1.1 Receive notice of general and special WINDOG meetings,
5.1.2 Attend general and special WINDOG meetings.
5.2 Duly appointed Representatives shall be entitled to:
5.2.1 Receive notice of Board, general and special WINDOG meetings,
5.2.2 Attend WINDOG Board, general and special meetings to act on behalf of the Member and represent its views,
5.2.3 Vote at any general or special WINDOG meeting,
5.2.4 Be nominated and hold office if of legal age.
5.3 Duly elected Emeritus Directors shall be entitled to receive all information that is provided to the Board of Directors, to attend and participate in all Board of Directors meetings, in committee meetings, and WINDOG events.
5.4 Emeritus Directors shall not be entitled to vote at Board meetings, shall not be counted in determining if a quorum is present at a meeting, and shall not be subject to WINDOG’s attendance policy.
ARTICLE 6 – GOVERNANCE AND MANAGEMENT OF WINDOG
6.1 The business of WINDOG shall be carried out by the Board of Directors.
6.2 The powers and duties of the Board include:
6.2.1 Managing the affairs of WINDOG;
6.2.2 Making policies for managing and operating WINDOG;
6.2.3 Maintaining all accounts and financial records of WINDOG;
6.2.4 Maintaining and protecting WINDOG’s assets and property;
6.2.5 Paying for all expenses for operating and managing WINDOG;
6.2.6 Promoting membership in WINDOG.
6.3 Composition of the Board of Directors
6.3.1 The Board of Directors shall consist of not be less than three (3) Directors all of whom shall be elected at the Annual General Meeting (AGM) from amongst the Representatives.
6.3.2 The Executive shall be the President, Vice-President, Secretary and Treasurer.
6.3.3 A Director may hold more than one office.
6.3.4 WINDOG’s Board may elect one or more Directors Emeritus annually. A simple majority vote of directors present at a meeting at which a quorum is present is sufficient to approve an appointment.
6.4 The term of office shall be for one (1) year from the Annual General Meeting at which Directors are elected.
6.5 Emeritus Directors shall serve three-year renewable terms for as long as they remain active in WINDOG, and may end their term at any time.
6.6 At each Annual General Meeting, the Directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected
6.7 Retiring Directors shall be eligible for re-election.
6.8 Directors shall take office following the administration of the Oath of Office at the end of the Annual General Meeting at which they are elected.
6.9 Retiring Directors shall meet with the newly-elected Board within one week following the Annual General Meeting to transfer signing authority, cheques, Articles of Incorporation, financial records, other documents and property, and arrange an orderly transition of power.
6.10 The remaining Directors may elect a Representative to fill a vacancy created by the resignation, illness, incapacity, abandonment of position, death or removal of a Director. The appointment shall be for the unexpired portion of the term.
6.11 If WINDOG fails to elect either the number, or the minimum number of Directors provided for in the By-laws at the AGM, the Directors elected to office shall call a Special General Membership Meeting to fill vacancies.
6.12 If all of the Directors have resigned, or have been removed from office, and no replacement Directors are elected, an individual who manages the activities of WINDOG shall deemed to be a Director for purposes of the Canada Not-For-Profit Corporations Act.
6.13 A Director may resign from office by giving two (2) weeks’ notice in writing. The resignation shall take effect either at the end of two weeks’ notice, or on the date the Board accepts the resignation.
6.14 A Director who fails to attend two (2) consecutive meetings without excuse or notice shall be deemed to have abandoned his/her position.
6.15 Removal with Cause
The Board may, by a simple majority vote at a Special Board Meeting called for that purpose, remove a Director before the end of his/her term for one or more of the following reasons:
6.15.1 Failure to abide by the Bylaws.
6.15.2 Acting or failing to act in a manner that is harmful to WINDOG.
ARTICLE 7 – MEETINGS OF THE BOARD
7.1 Meetings may be held at any time and place, and by any means including electronically and/or by means of a conference call or any communications equipment that allowing all Directors to hear each other at the same time.
7.2 The Board shall meet at least twice a year.
7.3 The President shall call Board meetings.
7.4 The President shall call a Board meeting if a majority of the Directors make a written request and state the business of the meeting.
7.5 The President shall give Directors fourteen (14) days’ notice for Board meetings. The Board may waive notice by unanimous consent.
7.6 Notice of the time, place, and purpose(s) of meetings shall be provided to the Directors, by phone, fax, mail, e-mail, or messenger.
7.7 Quorum – Board Meetings
7.7.1 A majority (50% plus one) of sitting Directors present at any Board meeting constitutes a quorum.
7.7.2 If there is no quorum, the President shall adjourn the meeting to the same day, time and place of the following week. If a quorum is not present within one-half hour after the set time of the second meeting, the meeting shall proceed with the Directors in attendance.
7.7.3 Notice of the time, place, and purpose(s) of the second meeting shall be provided to the Directors, by phone, fax, mail, e-mail, or messenger.
7.8.1 Each Director, including the Chair, has one (1) vote.
7.8.2 There shall be no proxy voting.
7.8.3. The Chair shall not have a second or casting vote in the case of a tie vote. A tie vote shall mean that the motion is defeated.
7.9 Conflict of Interest
7.9.1 A conflict of interest shall not preclude a member from serving as Director provided that he/she withdraws from decision-making on matters pertaining to that interest and that such withdrawal is duly recorded in the minutes.
7.9.2 Directors who have, or could reasonably be perceived to have a conflict of interest with respect to the affairs of WINDOG, including direct and indirect gains which could accrue to the Member or Director as a result of actions or decisions of the Board, have a duty to declare this interest. Such a declaration shall be made to upon appointment to the Board or if serving as a Director, when the possibility of a conflict of interest is realized.
ARTICLE 8 – COMMITTEES OF THE BOARD
8.1 Committee Structure
8.1.1 A Director shall be the Chair of each committee of the Board.
8.1.2 A Chair of a committee may assign tasks, provided that no such assignment shall relieve the Director from any obligation as Chair of that committee.
8.2 Duties and Responsibilities of Committees
8.2.1 Each committee shall:
8.2.2 Record minutes of its meetings,
8.2.3 Distribute minutes to the committee Members.
8.2.4 Provide a report of its activities at each Board meeting.
ARTICLE 9 – GENERAL MEETINGS
9.1 The President, or in his/her absence, the Vice President shall preside as Chair at every General Meeting.
9.2 If neither the President nor the Vice President is present one half (1/2) hour after the set time for the meeting, the Representatives present shall choose one (1) of the Representatives present to chair the meeting.
9.3 The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, and the business left unfinished at the adjourned meeting shall be carried forward to the next meeting as new business.
9.4 The President may call an extraordinary General Meeting if at least ten percent (10%) of the Representatives make such a request in writing.
9.5 The Annual General Meeting shall be held no later than February 15th of each calendar year in Winnipeg, Manitoba.
9.6 The Board shall give Representatives fourteen (14) days’ notice of General Meetings, specifying the date, time and place of the meeting and business.
9.7 The Board shall give Members (and/or Representatives) thirty (30) days’ notice of an Annual General Meeting, specifying the date, time and place of the meeting and any business requiring a Special Resolution.
9.8 The non-receipt of any notice by any Member (and/or Representative) shall not invalidate the proceedings at any meeting.
9.9 At each Annual General Meeting, the following items of business shall be dealt with and shall be deemed to be ordinary business:
Adoption of agenda
Adoption of the minutes of preceding Annual General Meeting
Presentation of the Annual Report
Annual written report of the Treasurer setting out WINDOG’s financial position.
Election of the Board of Directors
Consideration of matters specified in the notice of meeting
Consideration of other specific motions that Members have given notice of before the meeting begins.
Presentation of the auditor’s report
Ratification of policy
The appointment of two qualified individuals to audit the books, accounts and WINDOG’s records at the end of each fiscal year. Neither shall be a WINDOG Director nor be related by blood, adoption, marriage or common-law relationship to any Director.
ARTICLE 10 – VOTING
10.1 Each Representative shall have the right to one (1) vote at any General Meeting.
10.2 There shall be no proxy voting.
10.3 The Chair shall have the right to vote.
10.4 The Chair shall not have a second or casting vote in the case of a tie vote. If there is a tie vote, the motion is defeated.
10.5 Voting at every General Meeting shall be by a show of hands unless a majority of Representatives request a secret ballot.
10.6 Quorum – General Meetings
10.6.1 No business shall be transacted at any ordinary General Meeting, Special Meeting or the Annual General Meeting unless a quorum of Representatives is present at the commencement of such business.
10.6.2 A quorum shall consist of 50% plus one of voting members.
10.7 Failure to Reach Quorum
10.7.1 The President shall cancel the meeting if a quorum is not present within one-half (1/2), hour of the set time for the meeting.
10.7.2 If a quorum is not present, the meeting may be an informational meeting but financial matters shall not be discussed and motions shall not be permitted.
10.7.3 If cancelled, the meeting shall be rescheduled for one (1) week later at the same time and place.
10.7.4 If a quorum is not present within one-half hour after the set time of the second meeting, the meeting shall proceed with the Representatives in attendance.
ARTICLE 11 – RECORD KEEPING
11.1 Preparation of minutes, custody of the books and records, and custody of the minutes of all of the meetings WINDOG and of the Board of Directors shall be the responsibility of the designated Director.
11.2 A copy of the bylaws shall be provided to Members at no charge.
11.3 WINDOG’s books and records may be inspected by any Representative at the Annual General Meeting.
ARTICLE 12 – FINANCIAL AND MANAGEMENT MATTERS
12.1 The fiscal year shall be the calendar year.
12.2 No part of WINDOG’s income shall be payable or otherwise available for the personal benefit of any Member or Representative.
12.3 No Representative shall be remunerated but may be reimbursed for all expenses necessarily and reasonably incurred by him/her while engaged in the affairs of WINDOG.
12.4 Signing Authorities
12.4.1 Each Director shall have financial signing authority for WINDOG accounts.
12.5 The Treasurer shall make a written report to the Members disclosing WINDOG’s financial position at each Annual General Meeting.
12.6 Corporate Status
12.6.1 WINDOG’s Registered Office shall be at a location that the Board establishes by resolution.
12.6.2 The Board shall immediately notify the Companies Office any change in location and the effective date.
12.6.3 In accordance with the Corporations Act of Manitoba, the President shall file, on the last day of the anniversary month of incorporation, an Annual Return of Information with the Companies Office accompanied by the appropriate fee. Failure to file for two consecutive years will result in the dissolution of the corporation.
ARTICLE 13 – AUDIT OF ACCOUNTS
13.1 The auditors shall prepare a written report regarding the balance sheet and income statement and shall state whether, in their opinion, they are drawn up so as to exhibit a true and correct view of WINDOG’s affairs. The auditors’ report shall be read at each Annual General Meeting.
ARTICLE 14 – AMENDING THE BYLAWS
14.1 These Bylaws may be amended by a two-thirds (2/3) majority vote of Representatives in attendance at any Annual General Meeting, providing that the Board has given thirty (30) days’ notice of the details of the proposed amendment(s) and the rationale for the changes have been circulated to all Regular Members in Good Standing thirty (30) days prior to the meeting.
ARTICLE 15 – DISSOLUTION OF WINDOG
15.1 WINDOG may dissolve itself at a duly constituted General Meeting subject to the following:
15.1.1 In accordance with Article 8.6, the Board or “Deemed Director” shall inform Members (and/or Representatives) of the Special General Meeting.
15.1.2 The non-receipt of any notice by any Member shall not invalidate the proceedings of the meeting.
15.1.3 The motion to dissolve WINDOG shall be approved by a two-thirds (2/3) majority of votes cast.
ARTICLE 16 – WINDING UP
16.1 If WINDOG is dissolved, the funds and assets remaining after the payment of its debts and liabilities shall be given or transferred to an organization with similar purposes to those outlined in WINDOG’s Bylaws.
16.2 The beneficiary organization(s) shall be chosen by a simple majority of Representatives in attendance at a duly constituted General Meeting held for the purpose of winding up WINDOG’s affairs.