The Portage Friendship Centre Incorporated

THE PORTAGE FRIENDSHIP CENTRE INCORPORATED

BY-LAW NO. 1

Article I – Name

The name of the Company shall be “The Portage Friendship Centre Incorporated.”

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

Article II – Definitions

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

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

Article III – Purpose

The goals of the Centre shall be:

To provide support services to all people in the community, but primarily to Native people, in all aspects of counselling relating to their expressed needs.
To provide opportunities for Native people to be aware of, promote, and maintain their cultural identity within the urban community.
To provide opportunities for meaningful interaction for people all ages in a variety of social settings.
To provide opportunities to facilitate Native people in achieving their individual educational and employment goals.
To provide adequate long and short term living conditions for Native people in the city of Portage la Prairie.
To provide a drop-in centre for Native people in Portage la Prairie.
To provide a liaison between Native people and social agencies.
To provide and develop leadership for Native people in and around Portage la Prairie so as to ensure they have appropriate access to all facilities and services.
To encourage greater Native participation in community affairs and activities.
To document the needs and problems of Native people and recommend solutions to same.

Article IV – Head Office

The head office of the Centre shall be at the City of Portage la Prairie, in the province of Manitoba, unless or until changed by a subsequent By-Law of the Centre.

Article V – Membership

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 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, three (3) months prior to the Annual General Meeting and has paid membership, may be a General Member.
For the purpose of this section any member 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.
All persons shall be entitled to General Membership in the Portage Friendship Centre 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 (25%) of the total General Membership.

Each person wishing to be a General Member of the Centre:
Pay such fees as are set for membership by the Board;
Agree, either verbally, or in such form as may from time to time be prescribed by the Board, to abide by the Centre’s Code of Ethics;
General Memberships take effect fourteen (14) days after the payment of the Membership fee, or on the first day of the fiscal year, whichever is later. Any membership fee paid after January 1st and before April 1st of the calendar year will be applied to the fiscal year which starts on April 1st of that calendar year.
The Board may, at its discretion, and from time to time appoint such Honorary Members as it deems fit. With no voting privileges.
All members shall have the right to enter upon the Centre during its normal hours of operation, use the services provided by the Centre, and attend all membership functions, including the right to:
Call for, or request a membership meetings (refer to Article VIII #6);
Participate, vote on resolutions, motions, directions, Constitutional Amendments, Election of Directors, or any other issues arising at any membership meeting;
Speak to any motion or issue at a membership meeting, without special permission for the General Members present at any such meeting;
Membership in the Centre cannot be assigned to another person. If such other person desires to be a member of the Centre, he or she shall apply directly to the Centre and pay the prescribed fee.
A roll of the membership shall maintained by the Centre, and each member should notify the Centre in writing of a change of address.
The roll of the membership shall be maintained by the Centre, and each member should notify the Centre in writing of a change.

Article VI – Removal of Members

Membership in the Centre 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.
Membership in the Centre may be revoked for the following grounds:
Upon any breach of the Code of Ethics of the Centre;
Where the person’s continued membership in the Centre would be harmful or detrimental to the Centre;
Where the member expresses either personally or vicariously by virtue of membership in another organization, beliefs contrary to the aims and purposes of the Centre.
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 Centre at least seven (7) days in advance of the meeting.
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 Centre 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 centre 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 the same to individual members of the Centre. 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. Code of Ethics as they become available.

Article VIII – Membership Meeting

There shall be an Annual Meeting of the Centre 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
Each Annual General Meeting shall, at minimum, consider the following items:
Minutes of all membership meetings in the preceding year;
Audited financial report of the Centre;
Appointment of Auditor and Legal Council;
Reports on Resolutions from past meetings;
Presidents reports providing details of initiatives undertaken, successes and failures of the Centre, and the Board’s plans for the upcoming year;
Constitutional Amendments, if any;
Member’s concerns, resolutions from the floor;
Election of Directors;
Any general Member 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 least 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 Centre.

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 the (10) general members.
A Special Membership Meeting may, upon proper notice, be called by the Board at their discretion, to discuss such issues as the Board 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.
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 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:
Date, place and time of each meeting;
Notice of the rules and procedures to be used, and eligibility requirements for attendance and/or vote;
An agenda of sufficient specificity so as to inform the member receiving it of the issues to be discussed;
That additional material and papers may be observed at the Centre during normal hours of operation by appointment (no photocopying);
In the event of a Special Meeting only the specific item for which notice have been given shall be discussed or voted upon;
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 a Notice is not mailed or otherwise provided (and providing it was not received) such members may require to 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

Nominations should be submitted to the Secretary of the Board in writing prior to the Annual General Meeting.
Additional nominations will be accepted from the floor at the Annual General Assembly.
Nominations for the Board must be seconded.
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

The affairs of the Centre shall be governed by a Board of Directors
(a) The Board of Directors shall consist of eleven (11) Directors, eight (8) of which shall be elected at an Annual Meeting of the general membership of the Centre. Subject to Section 5 hereof, four (4) such Directors shall be elected for a two (2) year term commencing at the date of the Annual Meeting at which he or she is elected and ending at the date of the second subsequent Annual Meeting, and four (4) Directors shall be elected for a one (1) year term commencing at the date of the Annual Meeting at which he or she is elected and ending at the date of the next Annual Meeting. Two (2) of the other three (3) Directors shall by appointed by the Dakota Ojibway Tribal Council, or such member band as it decides and the third Director shall be appointed by the Chairman of the Portage la Prairie local of the Manitoba Métis Federation or his/her designate. All such designates are appointed for one (1) year terms and such appointments shall be confirmed by ordinary resolution of the Annual General Meeting.

(b) The composition of the eleven (11) people shall be as following; eight (8) Directors shall be Native and three (3) Directors may be Non-Native.

Further one of the eight Native members shall be a Youth to represent the youth community of Portage la Prairie.

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).
No Director of the Board may sit as a Director for any other Centre in Canada at the same time.
No person shall be entitled to be elected, or remain, as a Director if:
The espouse, either personally, or vicariously by virtue of the membership in any organization, views opposed to the aims of the Centre;
They act, or have acted, in any manner inconsistent with the Centre’s code of ethics;
They are an undischarged bankrupt;
They have, in the preceding five (5) years have been convicted of a criminal offence;
They are not a residing within the boundaries of the Portage Friendship Centre;
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.
They are not, at the time of election, a General Member of the Centre;
Any person removed by the Directors from the Board will be excluded from serving on the Board for a length of their term of office, plus one year.
They have, in the preceding year, been employed by the Portage Friendship Centre, Inc. or Portage Friendship Centre Housing, Inc.
They, their spouse, or any person domiciled for a period of six (6) months, have any unpaid debts, with the Portage Friendship Centre, Inc. or Portage Friendship Centre Housing, Inc.
A Director 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 behaviour which is detrimental to the Centre or as outlined in the code of ethics.
The position of any Director shall be subject to termination by majority vote if:
Such Director fails to remain qualified under paragraph 6 of this Articles (providing that no director’s position shall be vacated only be reason of his/her accidental failure to renew his/her membership);
Such Director’s membership is removed under the provisions for membership revocation contained herein;
Such Director fails to attend three (3) regularly called meetings of the Centre, without just cause;
Such Director dies;
When a position becomes vacant during the year, the Board of Directors have authority to appoint a person they deem fit, such vacated position, first, invite letters of interest to be chosen from the previous PFC Annual General Meeting. Secondly, letter of interest, providing that 2/3 of the Board are in agreement with the decision.
A vacant position filled by another person during the year shall be declared void at the Annual General Assembly.
All Board Members are expected to participate in the activities of the Corporation, both social and fundraising activities.
Once the Annual General Assembly is over, the newly elected Board of Directors shall retire to conduct its first meeting. At this time an Executive Committee shall be elected to be composed of a:
President
Vice-President
Secretary
Treasurer
A Director’s meeting shall be held monthly and at such other time and places as the Director’s shall from time to time decide.
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
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.
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 (6). If two (2) seats were vacant (9 on the Board), a quorum would be five (5), etc.