Constitution
Table of Contents

1.0  Objectives
2.0  Membership
3.0  Meetings of Members
4.0  Board of Directors
5.0  Duties of Board of Directors
6.0  Duties of Members of the Board of Directors
7.0  Removal of Officers
8.0  Spokesperson and Public Relations
9.0  Expenditures
10.0  Quorum
11.0  Amendments
12.0  Dissolution or Sale of Assets
13.0  Effective Date
14.0  Signatures


1.0  Objectives

The Western Environment Centre (WEC) is an environmental education group dedicated to the following goals:

1.1  To educate members of the public (including students, educators, professionals, decision makers and the general public) through topics such as energy efficiency, water conservation, recycling, organic gardening and composting.

1.2  To educate on environmental issues of concern such as municipal recycling programs, watershed management, forestry practices, air quality, sewage treatment, fisheries, climate change and endangered species.


2.0  Membership

2.1  Application for membership is open to persons supportive of the WEC’s objectives.

2.2  Applicants for membership shall fill out and sign the membership form and present it and the annual membership fee to the Secretary. The Secretary shall then confirm the membership of each applicant.

2.3  If the Secretary and one other Board member have a bone fide belief that the applicant is likely to jeopardize the well-being of the group, membership will be denied while the following occurs:
(a)  The Secretary and consulted Board member will call a Special meeting of the Board of Directors to discuss and vote on the applicant’s admission. A majority vote of the Board shall then determine the applicant’s admission.
(b)  Should the application be denied, the applicant and one Board member may appeal the decision by requesting a Special meeting of the Membership. A majority vote of the Membership by secret ballot shall determine the issue.

2.4  Membership may be withdrawn or suspended from any member if the member’s actions are seen to jeopardize the well-being of the group. This will be done as follows:
(a)  Upon receiving a complaint from any member, the Secretary shall call a meeting of the Board of Directors and advise the complaining member (the complainant) and the impugned member (the defendant) of the action and the meeting.
(b)  The Board shall hear the complainant and the defendant. A majority vote of the Board shall determine if the defendant’s membership is suspended.
(c)  Should membership be suspended, the defendant and one Board member may appeal the decision by requesting a Special meeting of the Membership. A majority vote of the Membership by secret ballot shall determine the issue.

2.5  Each member in good standing has:
(a)  One vote on each matter submitted to a vote of the membership;
(b)  The right to request and review copies of the group’s records;
(c)  The right to call for an assessment of any Board member who is not performing in his/her capacity; and
(d)  The right and obligation to participate in and make a positive contribution to the group.


3.0  Meetings of Members

3.1  The Annual General Meeting of the Membership (AGM) shall be held within 120 days of the end of the fiscal year for the purpose of electing Directors and for the transaction of any other business that may come up before the meeting. The date of the AGM shall be set by the Board of Directors who shall also set the time and place.

3.2  Special meetings may be called by a simple majority of the Board of Directors. A petition signed by ten percent of the Membership may also call a Special meeting.

3.3  Notice of the place, date, and time of a meeting of the Membership shall be given to each voting member in writing, not less than ten days before the meeting. Email, fax and regular mail shall all constitute written notice.

3.4  Meetings of the Membership shall be held in the Province of Newfoundland and Labrador.


4.0  Board of Directors

4.1  The Board of Directors of the WEC will consist of 7-12 members and who are elected at the AGM.

4.2  All Board members shall serve one-year terms, but are eligible for re-election. There is no limit to how many terms a board member can serve.

4.3  New Board members can be appointed by a majority vote of the Board of Directors when a vacancy exists and, to remain on the Board, must run for election at the next AGM.

4.4  The Board of Directors will elect Board members to fill the positions of Chairperson, Vice-Chairperson, Secretary and Treasurer.

4.5  Members of the Board of Directors shall serve without remuneration and no Board Member shall directly or indirectly receive any profit from their position as such; provided that Board Members may be reimbursed for reasonable expenses incurred by them in fulfillment of their duties.

4.6  The WEC may enter into a contract with a Board member provided that the relationship is in accordance with the WEC’s conflict of interest policies and that the member in question resign from the Board of Directors for the duration of the contract.


5.0  Duties of the Board of Directors

5.1  To manage the business and affairs of the WEC at regularly scheduled Board meetings;

5.2  To form sub-committees for the efficient running of the WEC’s affairs or for any other purpose deemed necessary by the Board; and

5.3  To negotiate with and enter into agreement with other bodies or organizations on behalf of the WEC.

5.4  Operation of the WEC shall be under the direction of the Board of Directors and the Board of Directors shall be responsible for hiring, entering into contracts, and approving major capital expenditures. Staff or contract employees may be authorized to approve normal operating expenditures, subject to budgetary considerations and terms of employment as may be approved by the Board of Directors.


6.0  Duties of the Members of the Board of Directors

6.1  All members of the Board of Directors:
(a)  Shall attend and have a casting vote at meetings of the Board of Directors;
(b)  May serve on subcommittees; and
(c)  Shall be supportive of the objectives of the WEC.

6.2  The Chairperson shall:
(a)  Propose the agenda of the meetings of the Board of Directors;
(b)  Preside at meetings of the Board of Directors; and
(c)  Have a casting vote at all meetings of the Board of Directors.

6.3  The Vice-Chairperson shall:
Officiate for the Chairperson in the absence of the latter.

6.4  The Secretary shall:
(a)  Maintain the membership roll and process applications for membership;
(b)  Keep the minutes of all meetings and circulate minutes to all Board members prior to the next meeting;
(c)  Maintain and organize all correspondence and documentation pertaining to Board business; and
(d)  Upon request of a member, make available to that member copies of the records of the group, provide the requesting member is not in conflict of interest in relation to any issue to which those records relate.

6.5  The Treasurer shall:
(a)  Keep all financial records of the WEC;
(b)  Present a Treasurer’s report at all Board meetings, accompanied by current bank statements; and
(c)  Prepare an annual financial budget and annual financial report at the AGM.


7.0  Removal of Officers

A Board member can be removed from the Board of Directors by the following procedure:

7.1  Upon presentation to the Chairperson by any Board member of a statement of non-confidence, signed by at least one third of the Board, the Secretary shall call a Special meeting of the Board of Directors no earlier than two weeks from the date of receipt of the Statement of Non-confidence.

7.2  The Secretary shall then provide notice of the Special meeting of the Board of Directors in written form to all members of the Board. (Notice shall be deemed to have been provided to all members to whom the Secretary has forwarded a facsimile transmission, e-mail, or regular mail).

7.3  The Secretary shall provide the statement of non-confidence to all Board members at least 48 hours before the Special meeting.

7.4  At the Special meeting of the Board of Directors, a simple majority of votes cast shall determine the issue and if the motion succeeds, the Board member is thereby removed from the office.

7.5  If necessary, the Secretary shall notify the Board member, as soon as reasonably possible, in writing by registered mail, that he/she is removed from the Board.

7.6  The Board of Directors may ask a Director to resign if the person misses three consecutive meetings of the Board of Directors. Removal would follow the procedure described above.


8.0  Spokesperson and Public Relations

8.1  The Chairperson or his or her designate shall be the public spokesperson for the WEC.

8.2  Where possible, the WEC public opinions or statements should be authorized in advance by a majority of the Board of Directors.


9.0  Expenditures

9.1  Signing authority for expenditures of the WEC is restricted to any two of the Treasurer, Chairperson, and Vice-Chairperson.

9.2  All money of the WEC shall be used solely towards the objectives and none for the personal gain of the members.

9.3  All financial records of the WEC will be accessible to any member upon request.


10.0  Quorum

The quorum at a meeting of the general Membership shall consist of one third of the total number of active members. The quorum of the Board of Directors shall consist of at least 50% of the Board, including any two of the Chairperson, Vice-Chairperson, Secretary, or Treasurer.


11.0  Amendments

These bylaws may be amended when necessary by a two thirds majority of the Board of Directors. Amendments shall not be made unless notice of same has been provided to all Board members at least two weeks prior to a Board meeting.


12.0  Dissolution or Sale of Assets

A majority vote of the total Membership shall be required to sell or mortgage assets of the WEC not in the regular course of business or to dissolve the WEC. Upon dissolution, any assets remaining after the payment of debts shall be paid over to a registered charity with similar goals and objectives.


13.0  Effective Date

This document, as amended, becomes effective as of February 31, 2006. The original came into effect March 31, 2003.


14.0  Signatures

Mary Keefe, Co-Chairperson
Margaret A-McKeon, Co-Chairperson
Llew Hounsel, Vice-Chairperson
Melissa Creasey, Secretary