CARMAN WELLNESS CONNECTIONS INC.
THIS IS THE GENERAL BY-LAW OF Carman Wellness Connections, Inc.
THE FOLLOWING IS HEREBY ENACTED as a By-law of CARMAN WELLNESS CONNECTIONS INC. HEREINAFTER REFERRED TO AS “CWC”.
Carman Wellness Connections, Inc. exists to explore and achieve community solutions to address poverty and promote wellness in our community.
2.1 In all by-laws of the Organization the singular shall include the plural; the word “person” shall include organizations and businesses; the feminine shall include the masculine.
2.2 The term “Working Groups” refers to all community committees established by
the Board of Directors to address identified needs.
2.3 The term Board “member” or “Director” shall be used interchangeably.
3. REGISTERED OFFICE
The Registered Office of Carman Wellness Connections Inc. shall be at such places in the Province of Manitoba as the Board of Directors of CWC may decide.
4. BOARD MEMBERSHIP
4.1 Membership on Carman Wellness Connections Board is open to any person who has an interest and commitment to furthering the purpose, vision and activities of CWC in a manner that reflects the organization’s vision and values.
4.2 Any organization/business wishing to become a member, shall name an
individual who will act as the representative of their organization.
4.3 Membership shall be acquired through a registration process with the Executive
Committee and approval of the Board by majority vote.
4.4 There shall be no membership fees or dues unless otherwise determined by the
Membership from time to time.
4.5 Any member may withdraw their membership in CWC through notification of
withdrawal either verbally, in writing or by electronic means to the Executive
4.6 Any member may be required to resign if they fail to conduct themselves in a
manner consistent with the values, objectives or best interests of CWC.
Removal will be a decision of the Board of Directors.
4.7 Ex-officio non-voting member may be included at the direction of the Board for
the purpose of communication and collaboration with other community
stakeholders, which may include – working group members, local government,
local health/social and economic services.
5. BOARD COMPOSITION
5.1 The existing Steering Committee shall become the First Board of Directors
of CWC until the first annual meeting.
5.2 Subsequent Directors shall be elected by the membership and shall hold office for a term of 2 years for a maximum of 3 consecutive terms at which time they must wait at least one year before being reappointed to the Board.
5.3 The Board shall consist of no less than 9 to a maximum of 15 Directors.
The composition of the Board shall be inclusive of a minimum of 3 individuals with lived experience of poverty, reflective of CWC’s values.
5.4 The Board shall include any ex-officio non-voting members as may be determined by the Board.
5.5 A Director may not be a member of the immediate family of an employee of CWC.
5.6 Each Director shall serve without remuneration and no Director shall directly or indirectly receive any profit from his/her position as such, except in the case of Board members in receipt of particular Volunteer Benefits from outside sources related to their source of income.
5.7 Any Director who is a bona fide employee of CWC (whether full or part-time) may be paid remuneration with respect to services performed by him/her as an employee.
6. ROLE OF THE BOARD OF DIRECTORS
The Board of Directors are all equally responsible to:
6.1 Coordinate the work of CWC, establish a vision and values, goals and
appropriate policies and processes for its operation, and carry out the objectives of CWC as directed by the membership.
6.2 Establish and support community committees/working groups in the development and implementation of action plans towards achieving identified CWC goals, providing them with necessary information and resources.
6.3 Ensure input from those with lived experience is integral to the planning and implementation of CWC goals and action plans through direct involvement and/or consultation.
6.4 Explore learning opportunities and provide support and training to Board members and working groups to increase individuals’ capacity to contribute to the work of CWC.
6.5 Secure funding, including grant applications, donations and sponsorships.
6.6 Develop annual budget, and authorize all expenditures, ensuring that funds of
CWC are accounted for with accurate records that are properly maintained.
6.7 Take the necessary steps to enable CWC to receive donations and benefits
(and) for the purpose of furthering the objectives of the Organization.
6.8 Develop a communication plan to ensure consistent communication and
consultation between the Board, Working Groups, other community stakeholders
and the community as a whole.
6.9 Establish collaborative working relationship with the local Town and Municipal
Councils to communicate and align the work of CWC with Town and Municipal
planning in areas related to poverty reduction in our community.
6.10 Stay informed in regards to the provincial and federal poverty reduction
strategies and endeavor to explore potential collaboration/partnerships in
alignment with the CWC Community Action Plan in consultation and
communication with our local elected officials.
6.11 Identify consistent reliable outcome indicators, including any local data and
evaluation processes that will be useful in measuring impact of community
action plans both short and long term to evaluate effectiveness in reducing
poverty in our community.
6.12 Delegate and oversee the responsibilities of the Executive Committee.
6.13 Recruit and provide supervision to any staff, and appoint any employee as
required to sit as an ex-officio, non-voting member of the Board.
6.14 Oversee the CWC annual meeting.
6.15 Attend and participate in all scheduled Board meetings.
7. BOARD MEETINGS
7.1 The Board of Directors shall meet a minimum of 8 times per year.
7.2 Directors shall receive at least 1 weeks notice of meetings.
7.3 Quorum will be 50% of Directors inclusive of at least three Executive Committee members in attendance.
7.4 Each Director will have one vote, Decisions will be by simple majority vote of
Directors in attendance. In the event of a tie vote the acting chair shall be the
deciding vote. Voting may be by show of hands unless otherwise directed by the
membership prior to the vote.
7.5 Directors may participate in a meeting of the Board by means of teleconference or other communication that allows all persons participating in the meeting to communicate adequately with one another and which provides adequate security for the business to be conducted. A Director participating is recorded as present at the meeting and his/her vote on any motion shall be counted and recorded.
7.6 The Annual Meeting shall be held within 6 months of the previous fiscal year
end. Twenty-one days notice of such meeting shall be given to every member
of CWC. The Annual Meeting is open to the public, but only CWC Board
members will have voting privileges.
7.7 The annual meeting shall always:
• Receive the Board chair report
• Receive the Community Action Plan – Annual report
• Receive a comparative annual financial report that has been reviewed by an internal committee of 3-5 Board members and/or independent individuals approved by the Board or a Compilation report prepared by the approved accountant.
• Elect a Board of Directors for the following year
• Approve the annual financial review option for the upcoming year as determined by the Board or legal requirement.
• Deal with any business brought before it.
7.8 A general meeting of CWC may be called at any time by a minimum of 20% of
The Board of Directors with the purpose of the meeting to be stated in the
request. It shall be the responsibility of the Directors to ensure that one week
notice of such meeting shall be given to every CWC Board member.
7.9 The rules of procedure at any general meeting of the Organization shall be
determined at the first general meeting and may be amended by ordinary
8.1 The Officers of CWC shall be two Co-Chairs, Secretary and Treasurer, and such other officers as the Board of Directors may determine.
8.2 All Officers shall be members of the Board.
8.3 The Officers of CWC shall be elected by the Board at the first Board meeting
following the annual general meeting.
8.4 Each Officer of CWC shall hold office for two years or until his/her successor is
elected or appointed in his/her stead. An Officer shall be limited to 3 consecutive terms, at which time they must wait at least one year before being reappointed to any officer position.
8.4 If a vacancy occurs in any office through resignation, removal or death, the
Board will fill it from among its members for the remainder of the term.
8.6 Any Officer may be required to resign if they fail to conduct themselves in a
manner consistent with the values, objectives or best interests of CWC.
Removal will be a decision of the Board.
9. ROLE OF THE OFFICERS
9.1 Co-Chairs will preside at all meetings of the Board and Executive Committee meetings.
Co-Chairs duties will include responsibility for the following:
• The general management of the business of CWC
• Preparation of all Executive, Board and Annual meeting agendas.
• Prepare and submit a statement and report of the preceding year for approval by the membership at the annual general meeting.
• Will be an Ex-officio member of all working groups established by the Board.
• The Co-Chairs shall be designated as signing officers of CWC.
9.2 The Secretary will record all votes and minutes of proceedings, distribute meeting minutes, and ensure safe storage of all records. Other appropriate clerical tasks may be assigned as needed by the Board or Executive Committee. The secretary shall be a designated signing officer of CWC.
9.3 The Treasurer is responsible for keeping accurate records of all CWC’s assets, liabilities, receipts, and disbursements, and providing an accounting to the Co-Chairs and Directors at each Board meeting and whenever they require it. As directed by the Board, the Treasurer will prepare the annual financial statements after the review and approval of a separate financial review committee OR will provide the compilation statements as prepared by an accountant approved by the Board. Other appropriate financial tasks may be assigned as needed by the Board or Executive Committee.
9.4 The duties of any other officers will be assigned by the Board after the office is created by the Board.
9.5 In all cases of death, resignation, retirement or removal from office of an officer, all books, papers, vouchers, money and other property in the officer's possession or under the officer's control belonging to the Organization shall be delivered to the Board of Directors.
10. EXECUTIVE COMMITTEE
10.1 The Executive committee shall consist of the Co-Chairs, Secretary, Treasurer
and any such persons deemed necessary and appointed by the Board.
10.2 The Executive Committee will carry out any duties assigned by the Board and
any items identified by the Board as requiring action between meetings. The
Executive Committee shall report back the status of all such activity at the next
10.3 The Executive Committee is responsible for keeping any books and records
the by-laws or any law requires.
10.4 Executive Committee Meetings will be held at the call of the Co-Chairs as
required or as directed by the Board.
10.5 A quorum shall be at least 50% of the Executive Committee Members.
10.6 The Executive Committee will provide recommendations to the Board for review
and approval, and will only make decisions when given the authority by the
Board as required.
11. WORKING GROUPS
11.1 The Board of Directors shall establish and support Working Groups
as needed for the purpose of planning and implementation of community action
plans to meet identified goals of CWC or as deemed necessary to carry out the
objectives of CWC.
11.2 Working Groups will self-organize and appoint a lead contact and the Board will
assign a Board member to act as a liaison to each Working Group.
11.3 The Working Groups will report to the Board as directed by the Board.
11.4 Individuals on Working Groups can be ex-officio non-voting Board members
and attend Board meetings and/or receive Board meeting minutes upon request.
11.5 Working Groups will identify any additional stakeholders and work in
collaboration and partnership to achieve their community action plans.
11.6 Working Groups will submit action plans to the Board for approval and funding
allocation prior to implementing the plan.
11.7 Working Groups will collect any pertinent data or survey results to evaluate
the effectiveness of their action plans as directed by the Board.
12. FISCAL YEAR
12.1The financial year shall be from January 1 to December 31 in each year or on
such other date as the Directors may by resolution determine.
13. SIGNING AUTHORITY
13.1 Contracts or any other documents or financial transactions requiring a signature
shall be signed by the Treasurer and any one of the Co-Chairs or Secretary as
designated signing authorities or any other signing authority as appointed by
the Board of Directors.
14. RESOLUTIONS AND AMENDMENTS
14. 1The by-laws of the Organization may be amended at any general meeting of
CWC by an ordinary resolution adopted by two-thirds majority vote of the
members of the Organization present and voting at the meeting.
14.2 Notice to amend any by-law or introduce a new one shall be given in writing at a meeting of CWC Board of Directors prior to being added to the agenda of the next Board meeting for discussion and approval.
15. INDEMNITIES TO DIRECTORS AND OTHERS
15.1 The Board shall ensure there is general liability insurance coverage for the Board Members and individuals on identified working groups in the work they do on behalf of CWC.
15.2 CWC has liability coverage as per the Town of Carman policy.
16. BOOKS AND RECORDS
16.1 The books and records of the Organization shall be open to the inspection by
members at all reasonable times, upon reasonable notice at the office of the
17. WINDING UP
17.1 It is the unalterable provision of this by-law that members of this Organization
shall have no interest in the property and assets of the Organization, and that
upon dissolution or winding up of the Organization, any funds and assets of
the Organization remaining after satisfaction of its debts and liabilities, shall
be distributed to a recognized charitable organization in the area whose
objectives most closely accord with those of this Organization as determined
by the members at dissolution.