THE PORTAGE FRIENDSHIP CENTRE HOUSING INCORPORATED

BY – LAW NO. 1

Article I – Name

The name of the Company shall be “The Portage Friendship Centre Housing

Incorporated.”

The fiscal year of the Centre shall terminate on the 31st day of March in each year.

Article II – Definitions

The word “Aboriginal” or “Native”, where used in this constition, shall mean and include all persons of Indian or part Indian decent (Métis) or Inuit.

The word “Organization”, where used herein, shall mean the Portage Friendship Centre Housing Incorporated.

Article III – Purpose

The goals of the Organization shall be to provide adequate long and short term living conditions for Native people in the City of Portage La Prairie.

Article IV – Head Office

The Head Office of the Organization shall be at the City of Portage La Prairie, in the Province of Manitoba, unless or until changed by a subsequent By-Law of centre.

Article V - Membership

  1. Any person over the age of 18 residing in the area bounded; on the North by an east-west line through the most northerly point of the village of Kinosota, on the East by a north-south line through the most easterly point of the village of Elie, on the South by an east-west line through the most southerly point of the village of St. Claude, and on the West by a north-south line through the most westerly point of the village of Carberry, 3 months prior to the Annual General Meeting and has paid membership, may be a General Member.
  2. For the purpose of this sections any members may be eligible for an elected office on the Board of Directors, provided he/she is in accord with the Board of Directors policy, as stated in Article X.
  3. All persons shall be entitled to General Membership in the Organization except those persons who express either personally, or vicariously by virtue of membership in another organization, beliefs contrary to the aims and purposes of the Centre.

AND PROVIDING THAT in no event shall the percentage of Non-Aboriginal General Members exceed twenty-five percent (25%) of the total General Membership

  1. Each person wishing to be a General Member of the Organization shall:
  2. Pay such fees as are set for membership by the Portage Friendship Centre Board;
  3. Agree, either verbally, or in such form as may from time to time be prescribed by the Board, to abide by the Portage Friendship Centre’s Code of Ethics;
  4. General Memberships take effect fourteen days after payment of the Membership fee, or on the first day of the fiscal year, whichever is later. Any Membership fee paid after January 1 and before April 1 of the calendar year will be applied to the fiscal year which starts on April 1 of that calendar year.
  5. The Board may, at its discretion, and from time to time appoint such Honorary Members as it deems fit. With no voting privileges.
  6. All members shall have the right to enter upon the Organization during its normal hour of operation, use the services provided by the Organization, and attend all membership functions, including the right to:
  7. Call for, or request a membership meeting (refer to Article VIII #6);
  8. Participate, vote on resolutions, motions, directions, Constitutional Amendments, Election of directors, or any other issues arising at any membership meeting;
  9. Speak to any motion or issue at a membership meeting, without special permission from the General members present at any such meeting;
  1. Membership in the Organization cannot be assigned to another person. If such other person desires to be a member of the Organization, he or she shall apply directly to the Portage Friendship Centre and pay the prescribed fee.
  2. A roll of the membership shall be maintained by the Portage Friendship Centre, and each member should notify the Portage Friendship Centre in writing of a change of address.
  3. Any confidential material is not privy to be reviewed by or released to the General Membership by the Board of Directors or Staff Members.

Article VI – Removal of Members

  1. Membership in the Portage Friendship Centre Housing may be revoked by an ordinary resolution of the Board of Directors after motion duly made and seconded and upon the grounds set out herein.
  2. Membership in the Organization may be revoked for the following grounds:
  3. Upon any breach of the Code of Ethics of the Portage Friendship Centre;
  4. Where the person’s continued membership in the Organization would be harmful or detrimental to the Organization;
  5. Where the member expresses either personally, or vicariously by virtue of membership in another organization, beliefs contrary to the aims and purposes of the Portage Friendship Centre Housing.
  6. Notice of a motion to revoke any member’s membership shall be given to such member, by mailing at least ten (10) days in advance of such meeting, a Notice thereof to the member’s address as shown on the register, or, if no address is shown on the register, to General Delivery Portage la Prairie and the Notice shall, in addition, be posted in a place where the membership has access within the Portage Friendship Centre at least seven (7) days in advance of the meeting.
  7. Any member whose membership is revoked may appeal the decision of the Board at the next membership meeting by giving Notice of their intent to the Board within thirty (30) days following such revocation. The Board shall cause the appeal to be an item on the agenda of such meeting BUT the revocation may not be grounds for the calling of any Special Membership Meeting. The appeal shall be to the general members of the Portage Friendship Centre Housing and membership must, in order to overturn the decision of the Board, vote to overturn such decision by ordinary resolution.

Article VII – Code of Ethics

The Portage Friendship Centre Housing adopts the philosophies and objectives of the N.A.F.C. Code of Ethics, as same may from time to time be amended. All necessary grammatical and other changes shall be made in order to apply same to individual members of the Organization. The general members, as a membership meeting, may vary or amend such Code of Ethics as it may from time to time deem fit.

All members, within thirty (30) days of becoming members, may request a copy of the N.A.F.C. Codes of Ethics. Members may request any amended N.A.F.C Code of Ethics.

Article VIII – Membership Meeting

1. The originating Meeting shall be the Founding Meeting, September 14th, 1989.

  1. There shall be an Annual Meeting of the Portage Friendship Centre Housing after the end of each fiscal year. This meeting shall be held within six (6) months of receipt of the audited financial statements. The membership of the corporation shall be the voting delegates at the Annual General Assembly and shall have one vote each.
  2. Each Annual General Meeting shall, at minimum, consider the following items:
  3. Minutes of all membership meetings in the preceding year;
  4. Audited Financial Report of thePortage Friendship Centre Housing;
  5. Appointment of Auditor and Legal Council;
  6. Report on Resolutions from the past meetings;
  7. Presidents reports providing details of initiatives undertaken, successes and failures of the Portage Friendship Centre Housing, and the Board’s plans for the upcoming year;
  8. Constitutional Amendments, if any;
  9. Member’s concerns, resolutions from the floor;
  10. Election of Directors;
  11. Any General Member in personal attendance at any Membership Meeting may vote. No proxy votes shall be permitted. To be eligible to vote, such member must have paid the prescribed annual fee, and have met the other requirements of membership, at leat two (2) weeks prior to the annual meeting.

No Membership will be considered valid until the membership fees have been turned in to the Director of Operations of the Portage Friendship Centre.

  1. A quorum at any Membership Meeting shall consist of at least ten percent (10%) of the general members eligible to vote but in no event shall a quorum consist of less than ten (10) general members.
  2. A Special Membership Meeting may, upon proper notice, be called by the Board, at their discretion, to discuss such issues as the Board may deem fit. The general members may, by petition of ten percent (10%) of the general members, and not less than ten (10) members in total, request the Board to call a Special Membership Meeting. The Board shall, upon receipt of such Petition, and providing the issues raised have not been previously decided at a membership meeting, call such meeting as soon as possible after such receipt.
  3. Notice for any membership meeting shall be mailed to each member at least twenty-eight (28) days prior to such meeting. In addition, Notice shall be posted in the Portage Friendship Centre, advertised in a daily paper serving Portage la Prairie, and in such other public places as the Board shall deem fit. Each Notice shall include the following:
  4. Date, place and time of meeting;
  5. Notice of the rules and procedures to be used, and eligibility requirements for attendance and/or vote;
  6. An Agenda of sufficient specificity so as to inform the member receiving it of the issues to be discussed;
  7. That additional material and papers may be observed at the Portage Friendship Centre during normal hours of operation by appointment (not to be photocopied);
  8. In the event of a Special Meeting only the specific items for which notice have been given shall be discussed or voted upon;
  9. The accidental failure of any person to mail, post or otherwise give Notice of a meeting to any person or persons, or the failure of any members to receive such notice, or the failure to provide sufficient specificity of an item of the Agenda SHALL NOT invalidate such meeting or any action taken except in the respect to Notice to a member appealing revocation of his or her membership. However, in the event that Notice is not mailed or otherwise provided (and providing it was not received) such members may require the Board to place such issues on the Agenda of the next following membership meeting providing notice of such may be provided within the time limits set out herein.

Article IX – Nominations

  1. Nominations should be submitted to the Secretary of the Board in writing prior to Annual General Meeting.
  2. Additional nominations will be accepted from the floor at the Annual General Assembly.
  3. Nominations for the Board must be seconded.
  4. Nominees must signify their consent or refusal to let their names stand for election, either verbally or in written form.

Article X – Board of Directors

  1. The affairs of the Portage Friendship Centre Housing shall be governed by a Board of Directors, each having one vote, and of whom a majority of seats that are filled shall constitute a quorum.

2 The Board of Directors shall be determined as follows:

a. Three members of the Board of Portage Friendship Centre Housing shall be appointed by the Board of Directors of the Portage La Prairie Friendship Centre Inc.

b. Two members of the Board of Directors shall be elected by the majority of the membership at the Annual Meeting of the Organization.

c. One member of the Board of Directors shall be appointed by the tenants of the units owned by the Organization and that this position shall be deemed a non-voting Board Membership.

The qualifications of a Director shall be that he or she be members in good standing of the Portage Friendship Centre.

  1. Only one member of the immediate family will be allowed to sit on the Board of Directors. The definition of immediate family shall be blood/biological related as a father, mother, son, daughter, brother or sister, and this shall include the husband and wife (legally married), and shall also include the relationship of a common-law situation (domiciled for a period of 6 months).
  2. No director of the Board may sit as a director for any other Housing Organization in Canada at the same time.
  3. No person shall be entitled to be elected, or remain, as a director if:
  4. They espouse, either personally, or by virtue of the membership in another organization which encourages beliefs contrary to the aims and purposes of the Portage Friendship Centre Housing;
  5. They act, or have acted, in any manner inconsistent with the Portage Friendship Centre’s code of Ethics;
  6. They are an undischarged bankrupt;
  7. They have, in the preceding five (5) years have been convicted of a criminal offence;
  8. They are not a residing within the boundaries of the Portage Friendship Centre Housing Inc;
  9. An Elected Board Member can sit on as a Board of Director if related blood/biologically to a staff member. The definition of related family member is husband (legally married), wife (legally married), common-law parent (domiciled for a period of 6 months), child, sibling, mother-in-law, father-in-law, daughter-in-law, aunt, uncle, cousin), but must step out of any Board of Directors meetings when related staff member is on the Agenda for discussion due to a “Conflict of Interest”, and can step back into Board of Directors meetings once the discussion is finalized, and also must step down if seating on the Personnel Committee if related to an applicant applying for employment at the Portage Friendship Centre due to a “Conflict of Interest”, and can step back into the Personnel Committee once the finalization of interviews and hiring is completed.
  10. They are not, at the time of election, a general member of the Centre;
  11. Any person removed by the directors from the Board will be excluded from serving on the Board for the length of their term of office, plus one year.
  1. ADirector shall be disqualified or dismissed from office if he/she participates in any organization whose stated objectives are in direct conflict with those of the Corporation or any behavior which is detrimental to the Organization or as outlined in the code of ethics.
  2. The position of any director shall be subject to termination by majority vote if:
  3. Such director fails to remain qualified under paragraph 6 of this Article (providing that no director’s position shall be vacated only by reason of his/her accidental failure to renew his/her membership);
  4. Such director’s membership is removed under the provisions for membership revocation contained herein;
  5. Such director fails to attend three(3) regularly called meetings of the Organization, without just cause;
  6. Such director dies;
  7. When a position becomes vacant during the year, the Board of Directors have the authority to appoint a person they deem fit to fill such vacated position, providing that 2/3 of the Board are in agreement with the decision. The nominee may be present at this meeting.
  8. A vacant position filled by another person during the year shall be declared void at the Annual General Assembly.
  9. All Board Members are expected to participate in the activities of the Corporation, both social and fundraising activities.
  10. Once the Annual General Assembly is over, the newly elected Board of Directors shall retire to conduct its first meeting. At this meeting an Executive Committee shall be elected to be composed of a:

-President

-Vice-President

-Secretary

-Treasurer

  1. A Director’s meeting shall be held monthly and at such other time and place as the Director’s shall from time to time decide.
  1. Notice the time and place of any Director’s meeting shall be given to each Director not less than twenty-four (24) hours before the meeting is to take place, provided that no notice shall be necessary in the case of a meeting of Directors held immediately upon the adjournment of the Annual General Meeting of the Centre.
  2. In cases of emergency when the President does not, or cannot call a meeting, any 3 Directors, may upon Notice, signed by each of them, and mailed to all directors within seven (7) days in advance of such a meeting call a meeting of the Board.
  3. In order for the board to conduct business at any meeting, a “quorum” must be present at the appointed time for the order of business to begin. Quorum is defined at 50% of the current board members plus one. I.e. – In the case of a full board (11), a quorum would be six. If 2 seats were vacant (9 on the board), a quorum would be five, etc.
  4. Each Board member shall be entitled to vote at each Board of Directors Meeting at which he/she attends.
  5. Decisions arising at any meetings of the Board shall be directed by majority vote (50% plus one).
  6. The management of the business of the Organization shall be carried out by the Directors. Unless required to be done at the annual or general meeting of the Centre by this constitution and by-law, or by statute, the Directors may do all things that are capable of being done by the Organization. No decision made at an annual or general meeting shall have the effect of invalidating any act previously done by the board. The Board of Directors, without restricting the generality of the foregoing, is responsible to ensure that:
  7. The needs of the Organization and aboriginal people in the Portage la Prairie area are determined;
  8. Policies and priorities for the Organization are set;
  9. Sufficient revenues are raised;
  10. A detailed budget is prepared and expenditures are made in accordance with same and the policies of the Organization;
  11. The Organization and its interests are promoted and advanced to appropriate political bodies, community groups, other Friendship Centres and Friendship Centre organizations;
  12. An evaluation of the Organization is from time to time undertaken;
  13. The provisions of this Constitution are followed.
  14. In particular, and by way of explanation, and without in anyway prejudicing the general powers confirmed by these By-Laws, it is hereby expressly declared that the Directors shall have the following powers that is to say, power:
  15. To pay the costs, charges and expenses preliminary and incidental to the promotion, formation, establishment, and registration of the Organization.
  16. To purchase or otherwise acquire for the Organization any property, real or personal, rights or privileges which the Organization is authorized to acquire at such price and on such terms and conditions as the Board of Directors shall think fit;
  17. May from time to time be required to fix the duties and salaries of the Housing Coordinator;
  18. To invest any of the monies of the Organization not immediately required for the purposes thereof in such securities and in such manner as may be authorized by the Trustee Act;;
  19. To enter into all such negotiation and contracts and rescind and vary the same and execute and do all such acts, deeds and things in the name of and on behalf of the Organization as may be considered expedient for , or in relation to, any of the matters aforesaid or otherwise for the purpose of the Organization;
  20. To entrust to and to confer upon the Executive such of the powers exercisable under these presents by the Directors as they may think fit, and to confer such other powers for such time and to be exercised for such objects and purposes and upon such terms and conditions and with such restrictions they think fit;
  1. Signing officers shall be one of the following: President, Vice-President, Secretary, Treasurer, and the other signing office shall be the Executive Director or the Director of Operations
  2. Reimbursement for official Corporation business shall be made to Board Members as outlined in the financial section of the Standard Operating procedures Manual.
  3. At no time will Board Members use their authority of office to intimidate staff members of the Corporation.
  4. Should any Board member have any complaints from staff members, the complaint shall be raised to the Vice-President, who will bring the complaint to the attention of Executive Director.
  5. Board Members shall discourage any direct complaints from staff members, and will inform said staff member, to refer to the grievance procedures as outlined in the Standard Operating Procedures Manual.
  6. No Board Member shall be allowed to remove any original or copy of correspondence, vital documents, leases, personnel files from the office of the Corporation, without the consent of the Board of Directors.

Article XI – Borrowing Powers