The name of the society is Edmonton Mennonite Centre for Newcomers.
The Society will maintain accountability to clients, members and to others who provide financial support.
The Society will conduct its affairs in accordance with its by-laws, policies, and the laws of the jurisdiction in which it operates.
The Standard By-laws of the Societies Act, being Regulations 203/84, or any such successor Standard By-laws, do not apply to the Edmonton Mennonite Centre for Newcomers except to the extent such Standard By-laws are by these by-laws expressly indicated as having application to Edmonton Mennonite Centre for Newcomers.
1. MEMBERSHIP
1.1) There shall be two categories of membership for the Edmonton Mennonite Centre for Newcomers: individual and institutional.
1.1.a) Institutional members shall be institutions within the City of Edmonton or within 100 kilometres of the City of Edmonton that have met the requirements of paragraphs 1.2 and 1.4.
1.1.b) Individual members shall be persons who are residents of Alberta, eighteen years of age or older, and have met the requirements of paragraphs 1.2 and 1.4
1.2) Individuals and institutions that wish to join may apply in writing to the Board of Directors through its Secretary. Membership will be granted upon a favourable vote passed by a two-thirds majority of the Board members.
1.3) Individual and institutional membership shall be valid for a period of one year from the date of being granted.
1.4) Members shall subscribe to the mission, vision and values of the Society.
1.5) Members may withdraw from the Society by providing 30 days notice in writing to the Board through its Secretary.
1.6) Membership in the Society may be revoked by a two-thirds majority vote of the board at a properly constituted board meeting if:
1.6.a) The Board of Directors determines that the member behaved in a manner that is likely to endanger the interests or reputation of the Society and;
1.6.b) The member has been notified of the charge and is given the opportunity to be heard by the board.
1.7) Institutional members shall appoint an individual to represent them at meetings of the society. No individual shall have more than one vote at any time by virtue of individual membership and representing an institutional member.
2. BOARD OF DIRECTORS
2.1) The Board of Directors of the Society, referred to as the "Board", shall consist of members selected by the Councils or Boards or equivalent of the original five founding Mennonite congregations and/or congregations derived from the founding congregations; of members selected by the Councils or Boards or equivalent of member institutions; and other members selected by the Board as it deems appropriate.
2.2) The board of directors of the Society shall consist of not fewer than five (5) and not more than nineteen (19)people, each of whom shall be a member in good standing of the Society.
2.3) The Board, subject to the By-laws or legal directions given by a majority vote at a properly called and constituted general meeting of the society, shall have full control and management of the affairs of the Society, including the authority to delegate responsibilities.
2.4) Ten members shall be appointed by the five founding Mennonite congregations (Lendrum Mennonite Brethren, Holyrood Mennonite, First Mennonite, Faith Mennonite, Millwoods Mennonite Brethren) and/or congregations derived from the founding congregations.
2.5) Each institutional member except those identified in 2.4 may appoint up to two individuals to represent that institution on the board, but the total number of board members may not exceed nineteen.
2.6) The board may appoint additional individual members to the board by a two-thirds vote at a properly constituted meeting of the board provided that:
2.6.a) The individual is a member in good standing with the Society,
2.6.b) The total membership of the board does not exceed nineteen.
2.7) A board member shall be appointed to a twoyear term. A board member shall serve no more than three consecutive terms.
2.8) The office of board member shall be vacated;
2.8.a) If a board member withdraws membership in the society;
2.8.b) If a board member resigns from the board by providing 30 days written notice to the Chairperson;
2.8.c) By a two-thirds majority vote of the board at a properly constituted board meeting if non-attendance at board meetings exceeds any limit that is set by written policy through a motion of the board;
2.8.d) By a two-thirds majority vote of the board at a properly constituted board meeting if the Board of Directors determines that the member has acted in a manner that has or is likely to endanger the interests or reputation of the Society or;
2.8.e) If an institutional appointed board member is removed by the council, board, or equivalent of the institution.
2.9) The board may designate additional non-voting ex officio directors by motion.
3. BOARD MEETINGS
3.1) The Board shall meet as often as necessary but at least once every three months.
Board meetings shall be called by the Chairperson.
3.2) Any three Board members may instruct the Chairperson to call a special Board meeting
provided that they make a written request that includes a statement of the business to be
brought before the meeting.
3.3) The board shall ensure that records are complete and appropriately archived.
4. EXECUTIVE OFFICERS
4.1) The Board shall elect from its members a Chairperson, Vice-Chairperson, Secretary, Treasurer and either a Past-Chairperson or Executive Member-At-Large. These positions
will be for a one-year term, which can be renewed twice. In the event that any of the
Executive positions fall vacant, the Board shall, at its next meeting, elect a successor
4.2) Chairperson and Vice-Chairperson
The Chairperson shall preside at all meetings of the Society and the Board. In the absence of the Chairperson, the Vice-Chairperson shall preside. The chairperson shall be, ex officio, a member of all committees, and will be invested with all the privileges and duties of the Chairperson. In the absence of both, an acting Chairperson may be elected by the meeting to preside thereat.
4.3) Secretary
The Secretary shall keep accurate minutes of all meetings of the Society and the Board. In the absence of the Secretary, another board member may be appointed by the Board to discharge the Secretary's duties.
4.4) Treasurer
The Treasurer shall present to the Board appropriate financial reports, and shall present a financial statement to the Annual General Meeting, and to the Secretary for the records of the Society.
5. FINANCIAL RECORDS, MINUTES, OTHER BOOKS AND RECORDS, SOCIETY SEAL
5.1) The Secretary of the Society shall be responsible for the preparation and safekeeping of Minutes of all Society and Directors meetings. The minutes will remain at the Society’s registered office.
5.2) Other books and records of the Society shall be kept under the direction of the Treasurer in such a location as agreed by the Board of Directors.
5.3) The books and records shall be made available for inspection by members of the Society at the office during normal business hours, upon reasonable written notice to the Society.
5.4) The Board of Directors may provide a common Seal for the Society which will be kept in the custody of the Chief Executive Officer (CEO) or the Finance Manager at the registered office of the Society.
5.5) The Seal of the Society shall not be fixed to any instrument except in the presence of the CEO or in the presence of two (2) board members, and the directors shall sign every instrument to which the Seal is affixed in their presence.
6. AUDIT
6.1) The fiscal year shall be April 1 to March 31. The financial records shall be audited at least annually by a qualified accountantappointed at a general meeting of the society.
6.2) The auditor shall prepare a complete and proper statement of the financial records of the Society for the previous year, to be available to all members of the Society by June 30 of the new fiscal year.
7. GENERAL MEETING
7.1) The Society shall hold an Annual General Meeting by June 30 of each year. Members shall be notified at least eight days before the meeting by notice in a regular publication of the member institution, or by letter delivered to a member, or by advertisement in a society publication that is distributed to all members and member institutions.
7.2) A special general meeting may be called at any time by the Board of Directors. Members shall be notified at least eight days before the meeting by notice in a regular publication of the member institution, or by letter delivered to a member, or by advertisement in a society publication that is distributed to all members and member institutions.
7.3) The quorum for any general meeting of members shall be twenty-one members present in person.
7.4) All members in good standing are entitled to vote in person; voting may not be done by proxy.
7.5) New board members will be presented at the Annual General Meeting.
8. RENUMERATION
8.1) Board members shall serve without remuneration or honorarium. Board members may be reimbursed for expenses incurred while on Board business.
8.2) No activity of the Society shall result in financial benefit for any members of the Society or the Board, with the exception that paid employees of the Society may also be members of the Society and of the Board.
9. BORROWING POWERS
9.1) The Society and its Board shall be empowered to borrow money only to the total of monies contracted to the Society, but not yet received.
10. BY-LAW
10.1)These By-Laws may only be rescinded, altered or added to by a Special Resolution approved by a General Meeting, as defined in the Societies Act.
10.2)An amendment which would affect the non-profit status of the Society shall only be effective if passed by a ninety percent (90%) majority of members attending a General Meeting.
11. DISSOLUTION CLAUSE
11.1)Upon dissolution or disbanding of the Edmonton Mennonite Centre for Newcomers Society all remaining assets will be distributed to one or more charitable societies at the discretion of the Board.
11.2)Motion to dissolve or disband the Edmonton Mennonite Centre for Newcomers shall only be effective if passed by a ninety percent (90%) majority of members attending a general meeting.