MANITOBA YOUNG READERS’ CHOICE AWARDS INC
BY-LAW NO. 1
Being a by-law relating generally to the business and affairs of the Corporation
ARTICLE I – MISSION STATEMENT
Manitoba Young Readers’ Choice Awards Inc. (“MYRCA”) is a non-share, not-for-profit corporation established in Manitoba for the purpose of promoting reading and Canadian literature by giving young Manitobans the opportunity to vote for their favourite Canadian book from an annual list of preselected nominees.
ARTICLE II – OBJECTIVES
With a view to achieving its mission, the Corporation will:
• develop an annual list of Canadian books nominated to receive a MYRCA Award and MYRCA Honour Book Award in accordance with submission guidelines developed by the Board from time to time;
• maintain a website to inform the public of the list of nominated books and to provide resources for teachers, librarians and parents who wish to promote participation in the program;
• present MYRCA Awards to the authors of Canadian books voted by students to be the best of those nominated for a specific year;
• promote reading of Canadian books by conducting the awards program, and by developing incentives for young readers to participate;
• develop and ensure implementation of its constitution and policies in a financially responsible, prudent and ethical manner;
• cooperate with other organizations and groups in order to maximize the use of finite resources.
ARTICLE III – INTERPRETATION
1. In this and all other by-laws of the Corporation:
(a) “Act” means The Corporations Act, R.S.M. 1987, C225, as amended from time to time, or any legislation that replaces it;
(b) “Board” means the Board of Directors of the Corporation;
(c) “Members” means the members of the Corporation; and
(d) any other word or term which is defined in the Act has the meaning given to it in the Act.
2. Where the context requires, the singular includes the plural; the plural includes the singular; and the word “person” includes firms and corporations.
ARTICLE IV – REGISTERED OFFICE
Unless changed by special resolution of the Members, the registered office of the Corporation shall be at such place in the Province of Manitoba as the directors may determine from time to time.
ARTICLE V – NON-PROFIT STATUS
The organization shall be carried on without gain for its members and any profits and or other gains to the organization shall be used in promoting its charitable objectives.
ARTICLE VI – FISCAL YEAR
The fiscal year for the Corporation shall terminate on the 31st day of March each year.
ARTICLE VII – MEMBERS
1. Membership shall be open to the following, provided they are interested in the objects of the Corporation and their application for membership has been accepted in writing by the directors in their discretion:
• Public librarians;
• Classroom teachers at the specific interest level;
• Book retailers;
• Professors of Children’s Literature at the universities;
• Retired public librarians/ teacher-librarians;
• English Language Arts representatives from boards and curriculum committees; and
• anyone with related expertise who shares the goals and objectives of the Corporation.
2. In addition to the foregoing, The Reading Council of Greater Winnipeg, the Winnipeg Public Library and the Manitoba School Library Association shall each be entitled to appoint a member.
3. To avoid any perception of conflict of interest, publishers and their representatives will not be eligible for membership.
4. Authors/illustrators shall be eligible for membership provided they do not have any books being considered for the list of nominees for the current year.
ARTICLE VIII – DIRECTORS
1. The business of the corporation shall be managed by a board of not less than three (3) and not more than twenty (20) directors. Each director shall have one vote, and twenty-five per cent (25%) of the directors shall constitute a quorum for meetings. Meetings of the Board may be held at any place in Manitoba as the directors may determine from time to time.
2. The applicants for incorporation shall be the First Directors of the corporation.
3. Successors to the First Directors shall be elected at the first meeting of members after incorporation, at which time the terms of the First Directors shall end. Directors shall hold office until the next annual meeting of members, or until their successors are elected or appointed.
4. Directors may be removed from their seat in the Board’s discretion if they fail to attend three (3) consecutive meetings of the Board without notice or cause, or conduct themselves in any other manner inconsistent with the objectives or best interests of the Corporation. The procedure for removing a director shall be as follows:
• A motion to remove must be presented at the meeting of the Board before the meeting at which the motion is to be considered.
• The meeting considering the motion to remove must have a quorum without counting the director who brought the motion, or the director who is the subject of the motion, neither of whom may vote on the motion.
• A decision on the motion to remove must be voted on by secret ballot and will not carry unless it has the support of a two-thirds (2/3) majority of the directors present and able to vote.
5. If the position held by an elected director becomes vacant for any reason, then the board may fill the vacancy from among the members of the corporation, and the person so appointed shall serve the remainder of the term to which the vacating director was elected. If the position of an appointed director becomes vacant, then the secretary shall request the designate organization to appoint a replacement. If the designated organization fails to appoint a replacement in writing to the corporation within a reasonable period of time after requested to do so, then the Board may in its discretion substitute another organization instead of the one originally designated and request the substitute to appoint a replacement or, alternatively, the Board may appoint a replacement.
6. The Board shall have full power to make such rules and regulations as they think fit, provided that such rules and regulations are not inconsistent with the Articles of the Corporation or its Bylaws.
ARTICLE IX – EXECUTIVE COMMITTEE
1. The executive officers of the Corporation shall be: Chair, Vice-Chair, Secretary, Treasurer, Immediate Past-Chair, and one or more Members-At-Large. Any two offices, except Chair and Vice-Chair, may be held by the same person.
2. The Board may remove an officer following the procedure for removing a director set out in these by-laws.
3. If a vacancy occurs in any office between Annual General Meetings, then the board may fill it from amongst its members.
4. The Chair shall:
• chair all meetings of the Corporation and Executive;
• enforce compliance with the Constitution and Bylaws of the Corporation;
• be an ex-officio member of all committees (other than the Nominating Committee);
• act as the liaison of the Corporation on the Board of the Manitoba School Library Association, and
• exercise general care and superintendence of the affairs of the Corporation.
5. The Vice-Chair shall:
• perform the duties of the Chair if the Chair is absent or unable to act and, when so acting, shall have all the powers and be subject to all the responsibilities hereby given or imposed upon the Chair, and
• oversee the organization and execution of the annual award ceremony.
6. The Secretary shall conduct or cause to be conducted:
• the official correspondence of the Corporation;
• the giving and serving of all notices of the Corporation, and
• the official recording of minutes of the Corporation.
7. The Treasurer shall:
• be responsible generally for overseeing the financial affairs of the Corporation;
• ensure that adequate financial records are maintained;
• be responsible for issuing all charitable tax receipts;
• ensure that the Board is kept informed of all receipts, disbursements and financial commitments of the Corporation, and
• prepare or cause to be prepared annually a financial statement reviewed by a qualified person and ensure that such statement be printed and distributed at the Annual General Meeting of the Corporation.
8. The outgoing Chair shall:
• chair the nomination committee for elected executive officers;
• recruit potential members to be approved by the Members of the Corporation, and
• provide support to the President and other Executive Officers.
9. The Members-at-Large shall fulfill their fiduciary responsibility by informing themselves about and participating in the affairs and activities of the Corporation generally, and the work of the executive committee in particular.
10. The Board may delegate any or all such powers to the Officers or other designated Director from time to time as they see fit.
ARTICLE X – OTHER COMMITTEES
1. The Board shall appoint a nominating committee, chaired by the outgoing Chair. The Nominating Committee shall be responsible for nominating directors to the Board in accordance with these by-laws and for overall board development. The Nominating Committee shall be comprised of such members, directors and officers of the Corporation as the Board may determine from time to time. The Nominating Committee shall serve at the pleasure of the Board and any or all of its members shall be subject to removal by the Board at any time, with or without cause. The Nominating Committee shall be responsible for preparing and presenting to the Board, annually or more often as the Board may consider reasonably necessary, a slate of candidates for the various executive positions and a list of nominees for election to the Board.
2. The Board may strike ad-hoc or special committees, with such mandate and terms of reference, as the Board deems necessary in their discretion.
ARTICLE XI – LIAISON OFFICERS
The Corporation may invite liaison officers from related interest groups to participate in the meetings of the Corporation, as the Board may determine at its discretion. These liaison officers shall have no vote. The privileges and terms of the invitations shall be defined by the Board.
ARTICLE XII – MEETINGS
1. Board Meetings
(a) Meetings of the Board shall be held from time to time and at such places as the Board determines.
(b) Notice of the time and place of each meeting shall be sent to each member not less than forty-eight (48) hours before the time when the meeting is to be held.
(c) Each member present shall have one (1) vote at the meetings of the Board.
(d) A majority of members shall constitute a quorum for a meeting of the Board.
(e) Questions arising at any meeting of directors shall be decided by a majority of votes. The Chair of the meeting has a vote but shall not have a second or casting vote. All directors are expected to cast their vote in the best interest of the Corporation as a whole and not solely in their representative interest. A tie constitutes a “No” vote.
2. If all the directors consent, a director may participate in a meeting of directors by telephone or such other means as permit everyone participating in the meeting to hear each other, and a director participating in the meeting by that means shall be deemed for the purposes of the Act to be present at the meeting.
3. Annual General Meeting of Members (the “AGM”)
(a) A meeting of the members of the Corporation shall be held at least once annually, promptly upon completion of the year-end financial statements for the Corporation, for the purposes of:
(i) reviewing and approving the financial statements;
(ii) ratifying and approving the activities of the directors in the prior year;
(iii) electing or re-electing directors for the ensuing year; and
(iv) approving a slate of executive officers for the ensuing year.
(b) Each member shall have one (1) vote at the AGM.
(c) A majority of the members shall constitute a quorum for the AGM.
4. All voting members of the Corporation are required to advise the Board of any real or potential conflict of interest which may arise with the business or activities of the Corporation, or the Board, which could influence, or be seen to influence, the Corporation, the Board, or individual members of the Board. In all such cases, the Board shall take such action as they deem to be appropriate and, where applicable, in accordance with board policy.
ARTICLE XIII – NOMINATIONS AND ELECTIONS
1. Elections to the Board shall take place from time to time as the need arises.
2. At least 45 days prior to the Annual General Meeting, the nominating committee shall canvass the membership of the Corporation to solicit nominations to the Board. All nominations shall be submitted to the Nominating Committee at least 20 days prior to the Annual General Meeting.
3. All nominees to the Board must satisfy the criteria for membership set out in Article VII of these by-laws.
4. At the Annual General Meeting the Secretary shall present the slate of nominees and advise as to the number of vacancies to be filled. If the number of nominees is equal to or less than the number of vacancies, then the Chair will ask for a vote acclaiming the entire slate. If the number of nominees is greater than the number of vacancies, then the slate will be put to a vote by secret ballot. In that event, each member may vote for as many of the nominees as they wish to support. The first vacancy shall be filled by the nominee receiving the most votes, the second vacancy shall be filled by the nominee receiving the second most votes, and so on until all of the vacancies have been filled.
ARTICLE XIV – AMENDMENTS OF BY-LAWS
These by-laws may not be repealed, amended or added to unless approved by a majority of the members at an annual general meeting of the Corporation.
ARTICLE XV – BANKING AND FINANCIAL DISCLOSURE
1. Bank accounts of the Corporation shall be maintained at such chartered bank, trust company or credit union as the Board may determine.
2. Required expenditures shall be made by numbered cheques signed by any two of the President, Secretary, Treasurer, Vice President, or other signing officer(s) specifically authorized by resolution of the Board.
3. Copies of all financial statements and all minutes of General Meetings and meetings of the Board, Executive and Committees shall be kept as permanent records of the Corporation and shall be available to inspection at all reasonable times.
4. The books and records of the Corporation shall be open to reasonable inspection by Members of the Corporation.
5. Directors and employees of the Corporation, their heirs, executors, administrators, and estates respectively, shall at all times be indemnified and saved harmless out of the funds of the Corporation from and against
• all costs, charges and expenses whatsoever that they sustain or incur in or about any action, suit or proceeding that is brought against them in respect of any act, deed, matter or thing done, or permitted by them in or about the proper execution of the duties of their office, and
• all other costs, charges and expenses they sustain or incur in the conduct of their office in the affairs of the Corporation unless such costs, charges and expenses are occasioned by willful neglect, default, misconduct or while acting in excess of their proper authority.
6. The Treasurer shall place before the members at every annual meeting: financial statements for the year ended; the report of the auditor, if any, and any further information respecting the financial affairs of the association.
7. The Members shall approve the financial statements and shall evidence their approval by the signature of one or more Members.
8. No financial statement shall be released or circulated unless it has been approved by the Members.
ARTICLE XVI – REMUNERATION
No Director or Officer shall be entitled to receive remuneration for acting as a Director or Officer, but may be reimbursed for expenses properly incurred or advances properly made on behalf of the Corporation and reasonable remuneration and reimbursement for services to the Corporation in any other capacity. No Director or Officer shall be entitled to vote on any motion of the Board with respect to such remuneration or expenses.
ARTICLE XVII – WINDING UP
1. Members of the corporation do not have and shall not have any personal interest in the property of the corporation. If the corporation is dissolved, disbanded or wound up, any property remaining after all of the corporation’s liabilities have been satisfied in full shall be distributed to one or more registered charitable organizations whose purposes most closely resemble those of the corporation at the time. The substance of this rule may not be changed by any later amendment, nor may this rule be repealed.
2. Without limiting the foregoing, the remaining property of the corporation may be distributed to organization (s) actively engaged in the promotion, creation and appreciation of Canadian young adult literature.
ARTICLE XVIII – GENERAL
1. Notices. A notice required by the Act to be sent to a member or director of the Corporation shall be sent in the manner and within such period of time as may be set out in the Act or in this by-law.
2. Computation of Time. In computing the date when notice must be given under any provision of the Act of this by-law requiring a specified number of days notice of any meeting or other event, the date of giving the notice and the date of the meeting or other event shall be excluded.
3. Omissions and Errors. The accidental omission to give a notice to a member, director, officer or auditor or the non-receipt of a notice by any member, director, officer or auditor or an error in a notice not affecting its substance shall not invalidate any action taken at a meeting held pursuant to the notice or otherwise founded on it, unless otherwise provided in the Act.
4. Execution of Instruments. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any two voting officers of the Corporation including the Chair, Vice Chair, Secretary and Treasurer, and all contracts, documents or instruments in writing so signed shall be binding on the Corporation without any further authorization or formality. The Board shall have power from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
The terms “contracts, documents or instruments in writing” as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, bonds debentures or other securities and all other paper writings.