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Carman Wellness Connections

Bylaws

Carman Wellness Connections Inc.

THESE ARE THE GENERAL BY-LAWS OF CARMAN WELLNESS CONNECTIONS INC.THE FOLLOWING IS HEREBY ENACTED AS THE BY-LAWS OF CARMAN WELLNESSCONNECTIONS INC. AND FROM THIS POINT ON REFERRED TO AS “CWC”.

1. PURPOSE

Carman Wellness Connections Inc. exists to explore and achieve community solutions to address

poverty and promote wellness in our community.

2. INTERPRETATION

2.1 In all by-laws of the Organization the singular shall include the plural; the word “person” shall

include organizations and businesses; any reference to gender shall include feminine, masculine

and/or gender neutral.

2.2 The term “Working Groups” refers to all CWC committees established by the Board of Directors.

2.3 The term “Board Member” or “Director” shall be used interchangeably and refers to the elected 9-

15 persons.

2.4 The term “CWC Member” refers to any person actively involved in a Working Group.

3. REGISTERED OFFICE

The Registered Office of Carman Wellness Connections Inc. will be in the Province of Manitoba as

the Board of Directors of CWC may decide.

4. BOARD MEMBERSHIP

4.1 Membership on CWC 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 Board member, shall name an individual who will

act as the representative of their organization.

4.3 Board membership shall be acquired through a nomination process with the Executive Committee

and approval of the CWC Membership by majority vote.

4.4 There shall be no membership fees or dues unless otherwise determined by the

CWC Board 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 Committee.

4.6 Any Board 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(s) 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

5.2 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 pay and no Director shall directly or indirectly receive any profit

from their position as such, except in the case of Board members who may receive Volunteer Benefits

from outside sources e.g. government related to their source of income.

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 Working Groups and connect with community organizations 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 are part of the planning and implementation of CWC

goals and action plans.

6.4 Provide support and training to Board members and working groups.

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 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 a collaborative working relationship, to align the work of CWC with local government in

relation to poverty reduction in our community.

6.10 Stay informed in regard to the provincial and federal poverty reduction strategies and explore

potential collaboration/partnerships in alignment with the CWC Community Action Plan.

6.11 Identify reliable outcome indicators, including any local data and evaluation processes that will

be useful in measuring the impact of our actions plans 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 ex-

officio, non-voting member of the Board.


6.14 Deliver 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 week 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 shall be acquired through a registration

process with the Executive Committee and approval of the Board by majority vote.

7.5 Directors may participate in a meeting virtually (when available) in a matter that provides adequate

security for the business to be conducted. A Director participating is recorded as present at the meeting

and their 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 of notice of such meeting shall be given to every member of CWC. The Annual Meeting is open

to the public, but only CWC Members will have voting privileges.

7.7 The annual general 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.

• Approve the annual financial review obligation and accountant for the upcoming year as

determined by the Board or legal requirement.

• Elect a Board of Directors for the following year.

• Deal with any business brought before it.

7.8 A special 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 a formal written motion.




8. OFFICERS

8.1 The Officers of CWC shall consist of Chair/ Co-Chairs, Secretary and Treasurer, and such other

officers as the Board of Directors may determine. There will be at minimum four Officers that make up

the Executive.

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 their successor is elected or appointed

in their place. 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.

8.5 If a vacancy occurs in any Officer position 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 Chair/ Co-Chairs will lead all meetings of the Board and Executive Committee meetings. Chair/

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 a statement and submit report of the preceding year for approval by the membership

at the meeting prior to the annual general meeting.

• May be an Ex-officio member of all working groups established by the Board.

• The Chair/ Co-Chairs shall be designated as signing officers of CWC.

9.2 The Secretary will lead meetings in the absence of the Chair/ Co-Chair at all Board and Executive

Committee meetings. Secretary duties will include responsibility for the following:

• Record all votes and minutes of meetings.

• Distribute meeting minutes, and ensure safe storage of all records.

• Other appropriate clerical tasks may be requested as needed by the Board or Executive

Committee.

• May be an Ex-officio member of all working groups established by the Board.

• The secretary shall be a designated signing officer of CWC.

9.3 The Treasurer duties will include responsibility for the following:

• Keeping accurate records of all CWC’s assets, liabilities, income and expenses.

• Provide a Financial Report to the Chair/ Co-Chairs and Directors at each Board meeting or

as requested.



• At the year end the Treasurer will transfer the accounting records to the Accounting Firm,

approved by the Board, who will prepare financial statements for either compilation, review or

audit as required.

• These financial statements will be presented to the Board of Directors, and if so approved

included in the Annual Report.

• Ensure all government filing requirements are completed by deadlines.

• May be an Ex-officio member of all working groups established by the Board.

• Treasure shall be a designated signing Officer of CWC.

9.4 The duties of any other Officers will be assigned by the Board after the position is created by the

Board.

9.5 In all cases of death, resignation, retirement or removal from position of an Officer, all books,

papers, vouchers, money digital files 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 Chair/ Co-Chair, 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 Board meeting.

10.3 The Executive Committee is responsible for keeping any books and records that the by-laws or

any law requires.

10.4 Executive Committee Meetings will be held at the call of the Chair/ Co-Chair 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 Active members of a CWC Working Group, as defined by their lead, are considered CWC

Members and have voting privileges at both Board Meetings and Annual General Meeting.

11.2The 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.

11.3 Working Groups will self-organize and appoint a lead. The Board will assign a Board member to

act as a liaison to each Working Group if needed.

11.4 The Working Groups will report to the Board as directed by the Board.

11.5 May be an Ex-officio member of all working groups established by the Board. Individuals on

Working Groups can 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, by the designated due date, or prior to

implementing, for review and funding considerations.

11.7 Working Groups will collect any pertinent data or survey results to evaluate the effectiveness of

their action plans and share as directed by the Board.

12. FISCAL YEAR

12.1 The 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, together with the Chair, Co-Chairs or Secretary as designated signing authorities or

any other signing authority as appointed by the Board of Directors.


14. RESOLUTIONS AND AMENDMENTS

14.1 The 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 CWC.

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.