ByLaws

Be it enacted and it is hereby enacted as a by-law of SOCIETY OF FRIENDS OF RIVERS COLLEGIATE INSTITUTE (referred to as the “Organization”), as follows:

1.Purposes

The purposes of the Organization shall be to establish and maintain an endowment fund for the benefit of at least one student graduating from Rivers Collegiate Institute (“RCI”) in each year by way of an annual scholarship to assist such student or students with the cost of their post-secondary education.

2.Registered Office

The Registered Office of the Organization shall be at Rivers Collegiate Institute (“RCI”), Rivers, Manitoba, or such other address as the Trustees of the Organization may, by resolution, determine.

3.Membership

a. Any person who is interested in the Organization may qualify for membership in any or all of the following categories:
i. Founding Friend: any member of the faculty or staff of RCI or a student who graduated from RCI during the 1960’s who has contributed the sum of $1,000.00 or more since the inception of the Organization in 2006 or who has actively promoted the Organization;
ii. Forever Friend: any person who has attended RCI at any time and who has contributed the sum of $500.00 or more since the inception of the Organization;
iii. Fiscal Friend: any person who has contributed any amount to the Organization since its inception;
and in all cases the member shall include the heirs, executors, administrators and assigns of each respective Friend.
b. No member will gain profit or other material benefit by reason of membership.

4.Fiscal Year

The fiscal period of the Organization shall terminate on the 30th day of September, in each or on such other date as the Trustees may by resolution determine.

5.Board of Trustees

a. The affairs of the Organization shall be managed by a Board of Trustees, consisting of a minimum of 3, each having one vote, and of whom a majority shall constitute a quorum.
b. The Board of Trustees shall appoint Trustees from among the members of the Organization.
c. The qualification of the Trustees shall be that they be a member in good standing of the Organization with an interest in promoting and achieving its purposes and the ability to assist the Organization in doing so.
d. The office of a Trustee shall be automatically vacated:
i.if by notice in writing to the Organization they resign their office;
ii.if at any duly convened special meeting of the Trustees, a majority of the Trustees present so decide that they be removed from office; provided that if any vacancy shall occur for any reason in this paragraph contained prior to an annual meeting, the Trustee may by resolution fill the vacancy with any person who could qualify as a Trustee at an annual meeting. The person so chosen shall hold office (subject to the provisions aforesaid), for the balance of unexpired term of the vacating Trustee;
iii.unexcused absence from three conducted regularly scheduled meetings of the Board will create a vacancy if so declared by remaining Board members.
e.All Trustees of the Organization shall hold office for a minimum of three years or until their successors are appointed in their stead.
f.The Trustees shall maintain a list of membership and publish a list of membership as needed, provided that no individual or corporate member shall have their name published without their express permission.
g.The Trustees of the Organization shall serve without remuneration and no Trustee shall directly or indirectly receive any profit from their position as such, provided that a Trustee may be paid reasonable expenses incurred by them in the performance of their duties. No Trustee may be employed by the Organization.

6.Duties and Powers of Trustees

a. The Trustees of the Organization shall be responsible for coordination of the work of the Organization and for formulating and carrying out the policies and directives of the Organization as determined by the Board of Trustees from time to time for the express purposes of the Organization.
b. Without restricting the generality of the foregoing, the Board of Trustees shall be responsible for:
i. promoting awareness of the Organization;
ii. raising and collecting funds for investment through the Rivers and Area Community Foundation Inc. and/or the Winnipeg Foundation Inc.;
iii.by selecting a deserving recipient or recipients from among graduating student applicants;
iv.by determining the amount of such scholarship or scholarships having regard to funds and investment returns received in the preceding year;
c. The Board of Trustees shall be responsible for ensuring that one member chairs meetings of the Organization, for ensuring that funds of the Organization are accounted for, and for ensuring that minutes of meetings of the Organization are maintained.
d. The Trustees shall have power to make expenditures for the purpose of furthering the purposes of the Organization, which may include, but not be limited to, sponsorship, hosting or participation and events and activities that serve to promote the Organization and its purposes, including virtual and/or in-person meetings of the members.
e. The Board of Trustees shall take such steps as they deem requisite to enable the Organization to receive donations and benefits for the purpose of furthering the purposes of the Organization, to preserve the charitable status of donations to the Organization, and to account to the members.
f. The Board may appoint such agents and engage such employees as it shall deem necessary and such person shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.

7.Officers

a. The officers of the Organization shall be a Chairperson, and such other officers as the Board of Trustees may determine.
b. The officers of the Organization shall be appointed at the first meeting of the Board of Trustees following receipt of annual statements of donations and investment returns from the Rivers and Area Community Foundation Inc. and the Winnipeg Foundation Inc. or any meeting of members.4
c. The officers of the Organization shall hold office until their successors are elected or appointed in their stead.
d. The Chairperson shall be the chief executive officer of the Organization. The Chairperson shall preside at all meetings of the Organization and the Board of Trustees. The Chairperson shall see that all orders and resolutions of the Board are carried into effect. The Chairperson will prepare and submit to Board a report of the preceding year for its approval and for circulation to the members.
e. Should the Chairperson be absent or disabled, the performance of their duties shall be delegated to a Chairperson appointed by the Board. The Chairperson designated from time to time shall serve as one of the signing officers.
f. In all cases of death, resignation, retirement or removal from office of a Trustee, all books, papers, vouchers, money and other property of whatever kind in their possession or under their control belonging to the Organization shall be delivered to the Board of Trustees.
g. Board members shall be ex-officio members of each committee created by the Board and shall have the right to vote in said committee.

8.Signature and Certification of Documents

a. Contracts, documents, or other instruments in writing requiring a signature of the Organization shall be signed by any two of the Chair and one other member of the Board of Trustees, and all contracts, documents, and instruments in writing so signed shall be binding upon the Organization without any further authorization or formality. The Trustees shall have power to appoint an officer or officers on behalf of the Organization to sign contracts, documents, or any instruments in writing. The terms “contract, documents, or any instruments in writing” used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immoveable or moveable, agreements, releases, receipts, discharges, cheques and promissory notes for the payment of money or other obligations, conveyances, transfers, assignments of shares, stocks, bonds, debentures, or other securities and all paper writings.

9.Notices of Meetings and Proceedings

Notice of any meeting of members or Trustees shall be in writing and shall be sufficiently given if sent at least two weeks prior to the date of the meeting to the last known email or regular mail address of the Trustee or member and contains particulars of the time and place of the meeting for personal attendance and login procedures for virtual attendance.

10. Resolutions and Amendments

a. The by-laws of the Organization may be enacted and amended at a meeting of the Organization by resolution adopted by a majority vote of the Trustees of the Organization and whenever possible, ratified at a meeting of members.
b. Notice to amend any by-law or introduction of a new one shall be given in writing at a meeting of the Board prior to the meeting at which it is considered. The Board shall ensure that the by-Laws and proposals for amendment shall be provided in writing to all members prior to any meeting of members.
c. Any resolution shall be deemed passed if a majority of the members present vote in favour of such resolution.

11. Indemnities to Trustees and Others

Every Trustee or officer of the Organization, or other person who has undertaken or is about to undertake any liability on behalf of the Organization and their heirs, executors, administrators and estate, respectively, shall at all times be indemnified and saved harmless, out of the assets of the Organization from and against:
a. all costs, charges, and expenses whatsoever which such Trustee, officer or other person sustains or incurs in or about any action, suit or proceeding which brought or prosecuted against them for, or in respect of any deed, matter or thing whatsoever made, done or permitted by them in or about the execution of the duties of their office except such costs, charges or expenses as are occasioned by their own wilful neglect.
b. all other costs charges and expenses that they sustain or incur in or about or in relation to the affairs of the Organization, except such costs, charges or expenses as are occasioned by their own wilful neglect.

12. Interpretation

In all by-laws and special resolutions of the Organization, the singular shall include the plural, the singular; the word “person” shall include firms and corporations, the masculine shall include the feminine. Whenever references are made in any by-law or any special resolution of the Organization or to any statute or section of it, such references shall be deemed to extend and apply to any amendment or re-enactment or such by-law, statute or section as the case may be.

13.Books and Records

The books and records of the Organization shall be open to the inspection by members at all reasonable times, upon reasonable notice.

14. Committees
a. Standing and special committees may be appointed by the Board.
b. The Board may add members to a committee, recall or replace any of its members or disband the committee.
c. The Board will choose the chair of each committee, and may choose a new chairperson at any regular Board meeting if required. Committees will choose any other officer that they may need.

15. Winding Up

It is the unalterable provision of this by-law that member 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 objects most closely accord with those of this Organization as determined by its members at dissolution.