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ARTICLE I - INTERPRETATION

In these and any other By-Laws, the following definitions apply unless the context indicates otherwise:

  1. "FMC" means Family Mediation Canada.
  2. "FMM" means Family Mediation Manitoba Inc.
  3. "Member" means any individual who is a Member in good standing of FMM.
  4. "Membership Year" means the period from April 1 of any given year, to March 31 of the immediately following year.
  5. "Member in good standing" means any person who has paid his/her annual dues and whose membership has not been terminated.
  6. "Member's address" means the last known Member's address as recorded in the register of FMC and/or FMM.
  7. "Meeting" means:
    1. "Annual General Meeting" - a meeting of the Members held once annually.
    2. "General Meeting" - any other meeting of the Members in general session.
    3. "Meeting" - any other meeting.
  8. "Notice" means notice in writing, delivered by posted mail, facsimile, electronic mail.
  9. "Notice period" means every day of the week, and if notice is given by posted mail then the notice period is five (5) consecutive days from date of mailing plus the number of days as provided.
  10. "Clear notice" means every working day excluding weekends and Government of Manitoba or Canadastatutory holidays, and if notice is given by posted mail the clear notice period is five (5) consecutive days from date of mailing plus the number of days as provided.
  11. "Past-President" means the person, other than the sitting President, who most recently held the office of President.
  12. "Board of Directors" means those elected Members of FMM who manage and control the activities of FMM. Reference to "Directors" or "Board" shall mean Board of Directors.
  13. "Term of office" means one (1) two-year term determined from the date of election to the Board of Directors by the Membership at an Annual General Meeting and does not include service as a consequence of filling a vacancy.
  14. "Consecutive terms of office" means two (2) terms of office with no interruption between terms.
  15. "Year period" means a one-year period calculated from the last election of Directors at an Annual General Meeting.
  16. "Ex-Officio Member" means a person who serves as a member solely by virtue of holding a particular office (i.e. where the President serves ex-officio on all committees or where the Past-President serves ex-officio on the Board of Directors).
  17. Singular words include the plural.
  18. Reference to any By-Law, statute, or law includes any latter amendments or re-enactments of the By-Law, statute, or law.
  19. "Simple Majority" means 50% plus one (1) of votes cast.

ARTICLE II - MEMBERSHIP

  1. Eligibility for Membership

    2. Membership is open to any individual interested in or involved with mediation or conflict resolution, and agreeing with the purposes and objects of FMM, and any Code of Conduct that may be adopted by FMM.

  2. Admission of Members

    3. Members may join at any time of the year by submitting an application form along with their membership fees to FMM.

  3. Membership Fees
    1. Membership fees or dues paid by each Member shall be fixed by the Directors from time to time. Membership fees or dues may be renewed on an annual basis on or before April 1st New Members joining afterNovember 1st will be given a valid membership for the remainder of the membership year and the following membership year.
    2. Membership dues or fees are not refundable.
  4. Rights of Members
    1. Individual Members have the right to attend, speak, and vote at all General Meetings of FMM. They have the right to stand for election to the Board of Directors.
    2. Membership is not transferable.
  5. Termination of Membership
    1. Membership in FMM may be terminated for any of the following reasons:
      1. Failure to pay fees or dues by the end of the fourth month of the membership year.
      2. Death of the Member.
      3. Withdrawal or resignation by notification in writing to FMM.
      4. Failure to abide by or support the Constitution, By-Laws, Code of Conduct, and the Practice Guidelines of FMM.
    2. The Board of Directors may, by resolution, for cause, suspend or expel any Member from membership in FMM provided, however, that such suspension or expulsion shall not occur without the Member first being notified in writing and given an opportunity to be heard. Further, such suspension or expulsion shall have force and effect only until the next Annual General Meeting of the Members of FMM, or until a General Meeting of Members called as provided for in the paragraph immediately following, at which meeting the expulsion or suspension shall be confirmed, and if not confirmed, shall thereafter cease to have effect.
    3. A Member suspended or expelled by the Board of Directors shall be notified in writing, and shall have the right, exercisable within seven (7) days of his/her receipt of such notice, to request in writing that the President of FMM call a General Meeting of the Members to confirm or deny the suspension or expulsion. Within seven (7) days of the receipt of such notice the President shall call a General Meeting of the Members to take place no later than twenty-eight (28) days after receipt by the President of the said notice, at such time and place as the Board of Directors may determine.

ARTICLE III - MEETINGS OF MEMBERS

  1. Notice of Meetings
    1. Annual/General Meetings may be called at any time by the President with twenty-one (21) days notice sent to the Member's address by posted mail, facsimile or electronic mail. Every notice of a meeting shall state the nature and the business of the meeting.
    2. With the consent in writing of all Members, a General Meeting may be convened upon shorter notice than twenty-one (21) days.
  2. Annual General Meeting
    1. An Annual General Meeting shall be held at least once every calendar year and not more than ninety (90) days after the end of the last fiscal year. It shall be held at a time and place determined by the Directors. Proper notice shall be givenas set out in Section I of this Article.
    2. The following items of business shall be conducted at every Annual General Meeting:
      1. The Report of the President.
      2. Report on financial matters of FMM.
      3. The election of the Directors.
      4. Consideration and transaction of any other business of FMM.
  3. General Meeting
    1. A General Meeting shall be called by the President or the Directors upon receiving a petition signed by ten (10) percent of the Members in good standing provided, however, that such percentage shall not result in there being less than ten (10) Members. The notice of the General Meeting shall state the reason(s) for calling the General Meeting. Proper notice of such a General Meeting shall be given as set out in Section I of this Article.
    2. The President or the Directors may also call a General Meeting from time to time without a petition from the Members.
  4. 4. Quorum
    1. At an Annual General Meeting or General Meeting a quorum is at least fifteen (15) Members. Where there is no quorum, no official business can be conducted.
  5. Voting
    1. A motion proposed at a meeting shall be seconded. The Chairperson of a meeting may move or propose a motion.
    2. Voting may be by a show of hands or by secret ballot at the discretion of the Chairperson. Every Member shall have the right to vote except the Chairperson of the meeting, who shall have the right to vote only if that vote affects the outcome of the motion by resulting in a tie vote or breaking a tie vote.
    3. In the case of a tie vote the motion is defeated. A declaration as to the passage or defeat of the motion shall be entered in the Minutes of the meeting as evidence of that fact.
    4. Any Member represented by proxy shall provide written notice at the beginning of any meeting of Members that a proxy holder will be casting a vote on behalf of that Member.
    5. Unless otherwise specifically provided for in these By-Laws, a motion or resolution shall be passed by a simple majority of votes cast.

ARTICLE IV - DIRECTORS

  1. Directors
    1. The property and business of FMM shall be managed by the Board of Directors.
    2. The Directors shall be elected by a simple majority of the Members at the Annual General Meeting.
    3. There shall be a minimum of nine (9) Directors and a maximum of fifteen (15).
    4. Insofar as is possible, the Directors should represent the diverse qualifications and professions of FMM Members.
    5. Directors shall be Members in good standing of FMM.
    6. The Immediate Past President shall be a voting member of the Board. All other past presidents of the Board shall be ex-officio non-voting members of the Board.
    7. The Board may appoint honorary Directors who shall be non-voting members of the Board.
  2. Term of Office
    1. The term of office for all Directors shall be two (2) years. A Director shall be eligible for re-election.
    2. If a Director’s position is vacant for any reason, the remaining Directors may appoint a Member to complete the remainder of that Director’s term. Otherwise the vacancy may be filled at the next Annual General Meeting. If, as a result of a vacancy, the number of Board members is less than nine (9), the remaining Directors shall appoint a Member to complete the remainder of that Director’s term.
  3. Code of Conduct for Directors
    1. Directors shall maintain the highest standard of conduct and integrity, act in an ethical, fair, dignified, and business-like manner, conscientiously performing duties on behalf of the Board and FMM. When representing FMM, Directors shall:
      1. Serve FMM faithfully in supporting its programs and initiatives.
      2. Support publicly, positions taken by the Board.
      3. Seek to enhance public perception and confidence in the integrity and services of FMM.
      4. Acknowledge that the President is the spokesperson for the Board.
      5. Remain cognizant that authority is vested in the entire Board, not in any one individual.
      6. Refrain from making derogatory comments about other Directors and direct any formal complaints to the President.
      7. Actively participate in Board meetings and Board activities.
      8. Comply with the provisions of FMM, its governance documents, and other records.
      9. Exercise care, diligence, skill, and prudence in carrying out the business of the Board and in compliance with their fiduciary duties and responsibilities to FMM.
      10. Maintain confidentiality where appropriate.
  4. Meetings of the Directors
    1. The Directors may meet at any time and at any place that they determine. A meeting of Directors may be convened by the President. A meeting shall be convened by the President upon the written request of two (2) Directors.
    2. Each Director shall be given at least two (2) days notice, in writing, of any meeting of Directors, but such meetings may be held at any time without written notice, if all the Directors consent, ifpresent or, if absent, provide written consent to waive notice.
    3. Any resolution may be adopted and approved without a Director’s meeting, provided that the adoption and approval is evidenced by the signatures of each Director. Such resolution shall have the same effect and validity as if it had been passed at a formal meeting of Directors.
    4. A simple majority of all the Directors shall constitute a quorum. No official business shall be conducted if there is less than a quorum present.
    5. Voting shall be in accordance with Article III, Section 5 of these By-Laws.
  5. Payments to Directors
    1. The Directors shall not be paid any fee for their services as Directors.
    2. A Director shall be entitled to reimbursement for expenses he or she may reasonably incur in carrying out his or her duties as a Director, provided that such expenses are approved by the Board in advance. Reimbursement for such expenses may be approved by the Board retroactively.
    3. A Director may serve FMM in another capacity and receive remuneration subject to the approval of the Board or the Executive Committee.
  6. Duties of the Directors
    1. The Directors shall be responsible for coordinating the work of FMM and for carrying out the policies and objectives of FMM.
    2. The Directors shall make all reasonable efforts to ensure that all FMM funds are held and disbursed responsibly and in accordance with these By-Laws. The Directors may nominate an auditor, who is not a Member of FMM, for purposes of reviewing and/or auditing FMM records.
    3. The Directors shall ensure that all necessary books and records of FMM required by these By-Laws or an applicable statute or law are appropriately maintained.
    4. The Directors shall ensure that one Member chairs meetings of FMM, and that minutes of FMM meetings are maintained.
  7. Powers of the Directors
    1. The Directors may decide upon any matter which is in accordance with these By-Laws, and which is not specifically reserved for the Membershipto decide at an Annual General Meeting, pursuant to the Corporations Act of Manitoba or these By-Laws.
    2. The Directors shall have the power to exercise and do all such acts and things as FMM is authorized to exercise and do, including prescribing such governance documents, rules, and regulations relating to the management and operation of FMM, provided the acts are not inconsistent with these By-Laws.
    3. The Directors shall have the power to authorize expenditures on behalf of FMM for the purposes of carrying out the objects of FMM.
    4. The Directors, by resolution, may employ or engage by written agreement such employees and contractors, including an Executive Director, as the Directors deem necessary. The Directors shall define the terms of the engagement, duties and authority of such employees and contractors at the time of engagement and from time to time as required.
    5. The Directors may delegate by written agreement certain powers and authority to the Executive Director, employees, and contractors. The Directors may delegate to an Officer or Officers of FMM the right to employ and remunerate employees and contractors.
    6. The Directors may enable FMM to receive funds.
    7. The Directors may designate from time to time the chartered bank or trust company for the deposit of all monies, securities, and other valuable effects in the name of and to the credit of FMM or, in the case of securities, as may be designated by the Directors.
    8. The Directors shall have the power to enter into a trust agreement with a financial institution duly registered in accordance with the laws of Canada for the purpose of creating a trust fund in which the capital and interest may be made available for promoting the purposes of FMM in accordance with such terms as the Directors may determine.
    9. The Directors may require such employees or officers ofFMM as the Directors may so designate to give security to FMMand to maintain same in such form, amount, and consideration as they deem satisfactory for keeping, accounting for, delivering and paying over monies and securities for money or other assets of FMM which may come into its possession.
    10. The Directors may constitute such committees as they shall see fit, composed of such persons as they shall see fit, whether Directors or not, and the duties of such committees shall be those from time to time designated by the Directors.
  8. Indemnities to Directors and Others
    1. Every Director or Officer of FMM, or other person who has undertaken or is about to undertake any liability on behalf of FMM and their heirs, executors, administrators and estate, respectively, shall at all times, be indemnified and saved harmless, out of the funds of FMM from and against:
      1. All costs, charges, and expenses whatsoever which such Director, Officer, or other person sustains or incurs in or about any action, suit, or proceedings which is brought or prosecuted against him or her, or in respect of an act, deed, matter, or thing whatsoever made, done, or permitted by him or her in or about the execution of the duties of his or her office except such costs, charges, or expenses as are occasioned by his or her own willful neglect and/or not made in good faith.
      2. All other costs, charges, and expenses, which he or she sustains or incurs in relation to the affairs thereof, except such costs, charges, or expenses as are occasioned by his or her own willful neglect and/or not made in good faith.

ARTICLE V - OFFICERS

  1. Officers
    1. The officers of FMM shall be: The President, President-Elect, Secretary, Treasurer, Past-President and any other officers as the Directors may determine. The President-Elect shall become the President upon completion of the term of the President. All officers shall be Directors of FMM.
    2. Within forty-five (45) days following the Annual General Meeting, the President shall call a meeting of the Directors. The President shall preside at this meeting and an election of officers shall take place.
    3. Voting must be in accordance with Article III, Section 5.
    4. The term of office for each Officer shall be two (2) years, except where an officer fills a vacancy and then the term shall be for the term of the vacancy. An Officer may be elected for subsequent terms, except for the President, President-Elect, and Past-President for whom the term of officeshall only be one additional term subject to the following:
      1. In the event a vacancy occurs in the office of President, then the President-Elect shall become President and will then serve as President for the term of the vacancy plus the next consecutive term.
      2. In the event a vacancy occurs in the office of the President-Elect and there is a presiding President, then the term of office of the President may be extended for one more term.
      3. In all other circumstances the Directors shall select from its members a President to serve for the remainder of the term.
    5. No person shall hold more than one office at any given time.
  2. Duties of Officers
    1. The President:
      1. The President shall preside at all Board/Executive, General, and Annual General Meetings of FMM, and shall observe recognized rules of order for meetings.
      2. The President shall be responsible for:
        1. Overseeing the affairs of FMM.
        2. Relations with government and other agencies.
        3. Developing policy.
        4. Establishing committees.
        5. Communicating with Members.
        6. Presenting a report on the activities of FMM at the Annual General Meeting.
        7. Communicating with the media, when necessary.
        8. Acting as the liaison with Family Mediation Canada.
        9. Representing FMM’s membership with the Association of Family and Conciliation Courts and the Academy of Family Mediators.
        10. Overseeing the other Officers in the execution of their duties.
        11. Preparing agendas.
        12. Providing leadership at Board Meetings by focusing discussion on issues to ensure informed decision-making.
        13. Fulfilling any other duties prescribed by the Directors.
      3. The President shall reasonably ensure that all Directors understand conflict of interest. The President shall also ensure that a Director with an acknowledged conflict of interest is absented from discussion and voting on the matter at FMM’s meetings if the Director’s presence might influence the decision.
      4. The President shall be an ex-officio member of all committees.
    2. The President-Elect shall carry out the duties of the President when the President is unable to do so. The President-Elect shall be responsible for fulfilling any other duties prescribed by the Directors or President.
    3. The Secretary shall be responsible for:
      1. Attending all meetings.
      2. Issuing notices of meetings.
      3. Keeping minutes of all meetings and circulating them to all Directors prior to the next meeting.
      4. Circulating the agenda to all Directors prior to the next meeting.
      5. Ensuring the safekeeping of all records.
      6. Maintaining the register of Members.
      7. Attending to correspondence as required.
      8. Fulfilling any other duties prescribed by the Directors or President.
    4. In the absence of the Secretary from a meeting, the President or Chairperson shall appoint another person to act as Secretary at the meeting.
    5. The Treasurer shall be the financial officer of FMM and shall be responsible for:
      1. Receiving and depositing in a bank or banks all the monies of FMM.
      2. Keeping financial records, including books of account necessary to comply with the By-Laws, and any statutes or laws governing the operating of FMM.
      3. Rendering financial statements to the Directors at each Board Meeting and rendering financial statements to others when required.
      4. Disbursing the funds of FMM as directed by the Directors and receiving proper vouchers for such disbursements.
      5. Fulfilling any other duties prescribed by the Directors or President.
    6. The Immediate Past-President shall be an ex-officio member of the Board of Directors and shall be responsible for:
      1. Advising the Board when necessary.
      2. Chairing the Nominating Committee.
      3. Fulfilling any other duties prescribed by the Directors or President.
      4. Presiding during the election of the Board at the AGM and the first meeting of the Board for the election of new officers.
      5. Providing for orientation to nominees and new Directors.

ARTICLE VI - REMOVAL OF DIRECTORS AND OFFICERS

  1. Removal of Directors
    1. A Director’s position shall be deemed to be vacant if:
      1. He or she resigns by written notice to the President.
      2. He or she dies.
      3. His or her membership is terminated or if he or she ceases to be a Member of FMM.
    2. A Director may be removed from his or her position as Director by resolution of the Board, and upon written notice to the Director if:
      1. He or she misses three (3) consecutive Board meetings without reasonable excuse.
      2. He or she is declared mentally incompetent.
      3. He or she breaches the Code of Conduct for Directors.
    3. A Director removed from his or her position as Director shall have the right to request in writing, within seven (7) days of receipt of written notice of the removal, that the President call a Board Meeting. The President shall, within seven (7) days of receipt of such request, call a Board Meeting, and the Director shall be given an opportunity to be heard after which time the remaining Directors shall determine, by simple majority vote, whether the resolution to remove the Director should be confirmed or whether the Director should be reinstated.
    4. In all cases of death, resignation, or removal from office of a Director, all books, papers, vouchers, money, and other property of whatever kind in his or her possession or under his or her control belonging to FMM shall be delivered to the Directors.
  2. Removal of Officers
    1. An Officer’s position shall be deemed to be vacant if:
      1. He or she resigns from office by written notice to the President.
      2. He or she ceases to be a Director.
    2. An Officer may be removed from his or her position as Officer by resolution of the Board, and upon written notice to the Officer, if he or she fails to fulfill the duties of his or her office.
    3. An Officer removed from his or her position as Officer shall have the right to request in writing, within seven (7) days of receipt of written notice of the removal, that the President call a Board Meeting. The President shall, within seven (7) days of receipt of such request, call a Board Meeting, and the Director shall be given an opportunity to be heard after which time the remaining Directors shall, determine by simple majority vote, whether the resolution to remove the Officer should be confirmed or whether the Officer should be reinstated.
    4. In all cases of death, resignation, or removal from office of an Officer, all books, papers, vouchers, money, and other property of whatever kind in his or her possession or under his or her control belonging to FMM shall be delivered to the Directors.
  3. Removal or Resignation of President
    1. In the event that the President resigns or is subject to removal, the President-Elect shall act in the place of the President.

ARTICLE VI - COMMITTEES

  1. Executive Committee
    1. There shall be an Executive Committee consisting of the Officers of FMM.
    2. The Executive Committee shall be a consultative body to the President, and shall assume such duties, powers, and responsibilities as the Directors may assign other than those normally vested in the Directors or Membership.
    3. The meetings of the Executive Committee shallbe called by the President.
    4. A simple majority of the Executive Committee shall constitute a quorum for transaction of all business.
    5. Voting shall be in accordance with Article III,Section 5.
  2. Standing Committees
    1. Standing Committees shall be as follows:
      1. Nominating
      2. Public Relations and Membership
      3. Program
      4. Standards and Ethics
    2. Chairpersons of Standing Committees shall be Directors.
  3. Nominating Committee
    1. The Nominating Committee, shall be chaired by the Past-President, and shall be comprised of the Past-President and two other Members of FMM appointed by the President. At least one member of the Committee shall not be a Director.
    2. The Nominating Committee shall be responsible for:
      1. Nominating candidates to stand for Directors.
      2. Nominating candidates for officers.
      3. Implementing procedures for selection of candidates. Ensuring that written notice is sent to each Member prior to the Annual General Meeting, inviting suggestions for Directors and officer candidates.
    3. Further nominations may be received from the floor at the Annual General Meeting.
  4. Public Relations and Membership Committee
    1. The Public Relations and Membership Committee shall be chaired by a Director, or co-chaired by a Director and any other Member.
    2. The Committee may be comprised of a number of other Members.
    3. The Committee shall be responsible for maintaining a current list of Members and promoting FMM.
  5. Program Committee
    1. The Program Committee shall be chaired by a Director, or co-chaired by a Director and any other Member.
    2. The Committee may be comprised of a number of other Members.
    3. The Committee shall organize mediation training and professional development programs.
  6. Standards and Ethics Committee
    1. The Standards and Ethics Committee shall be chaired by a Director, or co-chaired by a Director and any other Member.
    2. The Committee may be comprised of a number of other Members.
    3. The Committee shall be responsible for developing standards of professional practice for FMM Members.
  7. Other Committees
    1. Other committees may be created by the Board as may be required, in accordance with Article IV, Section 8, J.

ARTICLE VII - FINANCE

  1. Fiscal Year
    1. The fiscal year end of FMM shall be March 31st of each year.
  2. Books of Account
    1. The books of account of FMM shall be in the care of the Treasurer, and shall be kept at a location that may be determined by resolution of the Directors from time to time.
  3. Appointment of Auditors
    1. Directors may appoint auditors from time to time to review or audit the financial records of FMM.
  4. Assets
    1. Any profits, which accrue to FMM during its existence, shall be used for the attainment of the objectives of FMM.

ARTICLE VIII - SIGNING AUTHORITY

  1. Officers Designated
    1. All documents, contracts, and written instruments requiring the signature of FMM shall be signed by two officers. If no one is named, such documents shall be signed by the President and one of the following: President-Elect, Treasurer, or the Secretary, or in the absence of the President, and where circumstances warrant, by the President-Elect, and the Secretary or Treasurer. The Directors may, by resolution, determine which officers are to sign specific documents, contracts, and written instruments.
  2. Signed Documents Are Binding
    1. A. Any document, contract, or written instrument signed in accordance with these By-Laws, is binding on FMM without further authorization or formality.

ARTICLE IX - PARLIAMENTARY AUTHORITY

  1. Adoption of Rules
    1. FMM may make or adopt rules of order not inconsistent with these By-Laws.
  2. Robert's Rules of Order Apply
    1. The rules contained in the Modern Edition of Robert's Rules of Order shall govern FMM in all cases where Robert's Rules are not inconsistent with these By-Laws, and any rules of order FMM may make or adopt.

ARTICLE X - EFFECTIVE DATE

  1. 1. Ratification
    1. A. These By-Laws shallcome into effect immediately upon a vote of at least two-thirds (2/3) of the Members present and voting at either an Annual General Meeting or a meeting duly called for the purpose of considering these By-Laws.
  2. 2. Directors May Complete Term
    1. A. A Director currently serving a term when these By-Laws come into effect,may complete their current term and thereafter are subject to the provisions of these By-Laws.

ARTICLE XI – AMENDMENTS

  1. Process
    1. These By-Laws may be repealed or amended as follows:
      1. By a resolution enacted by a simple majority of the Directors, and thereafter ratified by a vote of 2/3 of the Members present and voting at a General Meeting called for that purpose or at an Annual General Meeting.
      2. A copy of the resolution to amend or repeal the By-Laws shall be sent to all Members at least fifteen (15) days in advance of the Special Meeting or Annual General Meeting.

ARTICLE XII - DISSOLUTION

  1. Process
    1. FMM may be dissolved by a 2/3 vote of Members present and voting at a General Meeting.
  2. Disposal of Assets
    1. Should FMM dissolve, whatever funds and assets remain after it has satisfied its debts and liabilities shall be given or transferred to one or more other organizations promoting comparable purposes as FMM, or some registered charity as voted upon by a simple majority of Members present and voting at the meeting at the time of dissolution.

ARTICLE XIII - REPEAL

These By-Laws repeal and replace entirely, the By-Laws dated the 4th day of June, 1993.

THESE REPLACEMENT BY-LAWS DONE, PASSED AND ENACTED this 7th. day of May, 1999.