Manitoba Mountain Bike Association Inc.

Constitution and Bylaws

56 Rossmere Cres.

Winnipeg, Manitoba

R2K 0E9

 

Bylaws were adopted unanimously in May 2022 by a majority of Manitoba Mountain Bike Association Board members. Other member(s) voted to accept the bylaws via email ballot.

 

Members of the Board of Directors accepting the bylaws are: John Bailey, Chris McLaughlin, Nic Robitaille, Brett Stovin, Colin Szewaga, Don Thiessen

 

Table of Contents

• 1. Association Information

  • 1.1. Association Name

  • 1.2. Vision

• 2. Bylaws

  • 2.1. General

  • 2.2. Membership

  • 2.3. Board Description

  • 2.4. Director Code of Conduct

  • 2.5. Board of Executive Officers

  • 2.6. Duties of Board Members

  • 2.7. Board of Directors

  • 2.8. Board Limitations

  • 2.9. Committees

  • 2.10. Board Meetings

  • 2.11. Annual General Meeting

  • 2.12. Voting

• 3. Association Financials

  • 3.1. Fiscal Year

  • 3.2. Financials Review

  • 3.3. Signing Authority

  • 3.4. Fees

• 4. Bylaw Amendments

  • 4.1. Bylaw Amendments

• 5. Miscellaneous

  • 5.1. Conflict of Interest

  • 5.2. Code of Conduct

  • 5.3. Confidentiality

  • 5.4. Dissolution

• 6. Indemnification

  • 6.1. Insurance

• 7. Legal

  • 7.1. Bylaw Approval

    ​

​

• 1. Association Information

  • 1.1. Association Name

    • The name of the Association is: Manitoba Mountain Bike Association (MMBA) Inc. and was formally registered with the Manitoba Companies Office on August 4, 2020.

  • 1.2. Vision

    • Our vision is to offer, support, and promote diverse mountain biking activities in Manitoba.

• 2. Bylaws

  • 2.1. General

    • 2.1.1. In the event of conflict between governing documents, this Constitution and bylaws shall have precedence over policies or motions approved by the membership (excepting those amending the Constitution and bylaws), and policies or motions approved by the membership, in turn, shall have precedence over policies or motions approved by the Executive Officers.

    • 2.1.2. The place of operation of the MMBA Association shall be the address of the Treasurer.

  • 2.2. Membership

    • 2.2.1. Membership in the Association is open to all people in good standing with the Association.

    • 2.2.2. Membership is individuals who are registered with the Association. 2.2.3. Any member of the Association may be expelled from membership for conduct inconsistent with the objectives of the MMBA by a 2/3rd majority vote of the majority of Board members present at the vote.

  • 2.3. Board Description

    • 2.3.1. The role of the MMBA Board of Executive Officers and its Board Members is to govern the Association in order to enable the vision of the Association.

  • 2.4. Director Code of Conduct

    • 2.4.1. The Executive Officers for the MMBA will have a shared sense of purpose, an exceptional level of commitment, a willingness to accept responsibility for their personal conduct and the work of other Executive Officers and an ability to compromise their individual interests for the overarching good of the Board and the Corporation.

    • 2.4.2. Executive Officers will be considerate and respectful of one another and others with whom they associate when conducting the work of the Association.​

  • 2.5. Board of Executive Officers

    • 2.5.1. The Officers of the Association shall be the President, Vice-President, Treasurer, Secretary and Past-President who together shall constitute the Board of Executive Officers.

  • 2.6. Duties of Board Members

    • 2.6.1. Abiding to Bylaws Each member of the Executive and Board Members should know and abide by the bylaws of this document and policies that have been ratified by the Board Members.

    • 2.6.2. President (Chair) The President (or a designate) shall preside over all meetings of the Association and the Executive, conduct the business affairs of the Association as appropriate, and shall be the official representative of the Association. The Chair shall exercise general supervision over the affairs and activities of the MMBA. The Chair is responsible for ensuring that the Board of Executive Officers and its members are aware of and fulfill their governance responsibilities; comply with applicable laws and bylaws; conduct board business effectively and efficiently; and is accountable for their performance. The Chair ensures that the Association maintains positive and productive relationships with media, funders, donors, and other Associations. In this capacity, the Chair serves as the public representative of the Board and is the primary spokesperson for the Association. The Chair is responsible for relaying timely and appropriate reporting of Board decisions and actions to members and/or funders and/or donors. Duties may include representing the Association to the media, or to governmental or nongovernmental Associations, or representing the Association for ceremonies.

    • 2.6.3. Vice-President (Vice-Chair) The Vice-President shall, in the absence of the President, fulfill the duties of the President and perform such other duties as directed by the membership at its annual general meeting. The Vice-Chair shall see that all general meetings and other functions, as directed by the Board, are conducted in an orderly manner and to render assistance in any capacity for which they may be called upon. In the absence of the Chair, the Vice-Chair shall assume the duties of the Chair.

    • 2.6.4. Treasurer The Treasurer shall be responsible for the collection of all monies and the discharge of all financial obligations. The Treasurer, in consultation with the other members of the Executive, shall prepare a statement of income and expenses for each financial year. The Treasurer shall receive all MMBA funds and keep them in a bank or repository selected or approved by the Board. Accurate records must be kept of all monetary transactions. The Treasurer must present a monthly financial report at each Board meeting.

    • 2.6.5. Secretary The Secretary shall keep the minutes of meetings, maintain the membership and other official records of the Association including official record of all MMBA business transactions. Meeting minutes shall be retained by the Executive Committee and shall be forwarded to all Board members following each meeting. The Secretary shall be the keeper of board bylaws, policy statements and board correspondence.

    • 2.6.6. Past-President The Past-President shall be appointed by the Board Members on a yearly basis. The Past-President shall be available for consultation with other officers of the Association and to carry out such projects or duties as determined by the membership. The Past-President does not have a vote as a member of the Executive Officers.

  • 2.7. Board of Directors

    • 2.7.1. The Board of Directors of the Association shall be the President, Vice President, Treasurer, Secretary, Past-President, and up to five (5) Members at-Large, up to two (2) Ex-Officio members who together shall constitute the Board Members.

    • 2.7.2. The Board, by two thirds (2/3) majority vote, can expel any Executive Officer or Director for the following reasons: conduct unbecoming a member of the Association and/or malfeasance in office.

    • 2.7.3. All Board candidates must be eighteen (18) years of age or older.

    • 2.7.4. Candidates for the Board shall be presented at a regular meeting of the membership.

    • 2.7.5. The Board Members of the MMBA shall be elected by a simple majority vote of members attending the AGM. Only members in attendance may be nominated and run for office unless they have submitted a statement acknowledging their willingness to stand for a position signed by themselves and the nominator. Terms in office begin immediately following the AGM of the Association.

    • 2.7.6. Terms of office for all Officers and Directors shall be two years. 2.7.7. The Executive shall, subject to the bylaws and the directions given it by majority vote at the annual general meeting, have full control of policy and management of the business and affairs of the MMBA.

  • 2.8. Board Limitations

    • 2.8.1. The Manitoba Corporations Act proclaims a Corporation shall not carry on any activities or exercise any power in a manner contrary to its Bylaws.

    • 2.8.2. The MMBA will utilize Board Bylaws and Policies that constrain the Board of Executive Officers and the Board Members to financial decisions that ensure financial propriety, efficiencies, safeguard the Corporation, and align with the MMBA mission and vision.

  • 2.9. Committees

    • 2.9.1. Ad hoc committees may be established throughout the year during planned meetings in order to undertake and enhance the activities of the MMBA. Ad hoc committees shall be voted on by a majority vote of the Board Members.

  • 2.10. Board Meetings

    • 2.10.1. MMBA Board Meetings will be open to the public and will be held at the call of the Chair at a predetermined time and location.

    • 2.10.2. MMBA Board meetings will be held on a monthly basis, unless otherwise approved by 2.10.1.

    • 2.10.3. Only Executive Officers and approved invitees may attend special closed sessions.

    • 2.10.4. Parliamentary procedure at meetings shall be determined by the Chairperson by reference to Robert’s Rules of Order.

    • 2.10.5. The Chair is responsible for agenda items but all Executive Officers are invited to add items to the agenda.

    • 2.10.6. The Order of Business at all Regular Board Meetings shall be: • Call the meeting to order

      • Present and adopt agenda

      • Review and adopt previous meeting minutes

      • Discuss Old Business

      • Discuss New Business

      • Establish Next Meeting Date

      • Adjourn meeting​

  • 2.10.7. It is the duty of the Chair (and all Executive Officers) to ensure there is full information and transparency for all agenda items, meeting decorum, complete discussion, open debate, and honesty throughout Board meetings. 2.10.8. In-camera meetings can be held at the vote of the Board Members.

  • 2.11. Annual General Meeting

    • 2.11.1. The MMBA shall conduct an Annual General Meeting at a venue and time chosen by the Executive that allows for as much in person participation as possible by the current membership. An online AGM will be held if circumstances require the association to do so.

    • 2.11.2. The Annual General Meeting will be established by the Chair at a time, location and date agreed upon by the Board.

    • 2.11.3. Only current members of the association can attend the AGM non members can attend without voting privileges.

    • 2.11.4. The AGM will be held each year no later than six months after the MMBA last financial year end.

    • 2.11.5. Notice of an AGM must be given to membership at least 21 days prior. 2.11.6. An agenda for the annual general meeting shall be circulated electronically at least three weeks in advance of the annual general meeting. The agenda of the AGM shall be prepared in consultation with the Executive.

    • 2.11.7. A general report on the previous year’s financials will be shared at or before the AGM, along with reports from the Executive Committee and all subcommittees.

    • 2.11.8. The Executive Officers shall provide a report to the membership at each annual general meeting.

    • 2.11.9. Quorum for the annual general meeting shall 60% of the MMBA Executive Board.

    • 2.11.10. Policies may be promulgated by action of the Executive or of the membership voting at the annual general meeting.

    • 2.12. Voting

    • 2.12.1. Each member shall have one vote at the annual general meeting. 2.12.2. Three quarters (3/4) of the membership of the Executive Committee of the Association shall constitute a quorum. One half plus 1 (1/2 + 1) Member of the membership of the Board of Directors shall constitute a quorum at regular Board meetings. Quorum cannot be taken without either the Vice President or President present.

    • 2.12.3. Each Board Member may cast a single vote to support or oppose a motion that comes before the Association during Board Meetings. Board Executive Officers that are present during a Board Meeting which has a quorum, will be allowed one vote. Abstained votes will not be counted in the voting tally. A simple majority is required to pass a motion (>50%). An evenly split vote cannot pass a motion.

    • 2.12.4. In cases where a Director holds multiple positions on the Board or Executive Committee, the Director will be allowed only one vote.​

    • 2.12.5. With respect to the Executive Officers Duty of Care, use of e-mail voting and proxy voting will be used sparingly, particularly for issues that need to be thoroughly discussed and where consensus needs to be built.

• 3. Association Financials

  • 3.1. Fiscal Year

    • 3.1.1. The fiscal year of the Association shall be April 1st March 31st of the Calendar year.

  • 3.2. Financials Review

    • 3.2.1. On or before March 31st, yearly, the Treasurer and the President shall review the fiscal year financial statements just completed. If the Treasurer reports that they do not have confidence in those statements, the Executive Committee shall either:

    • • Have the statements checked and audited by a professional accounting firm or some equally qualified party.

    • • Provide copies of the financial statements at least annually at the AGM of the association

    • 3.2.2. All financial records to be kept a minimum of six (6) years.

  • 3.3. Signing Authority

    • 3.3.1. The Treasurer shall be the primary signing officer of the Association. Up to two other signing officers shall be designated from among those elected to the Executive and have authorization of the Associations financial institution.

    • 3.3.2. Two of the three designated Board members may sign for expenses if pre approved by a supported motion from the Board and supported by the Treasurer.

    • 3.3.3. Any document committing MMBA to a plan of purchasing action requires a carried resolution at a regular Board meeting and two (2) signatures from any two Executive Committee members.

    • 3.3.4. The foregoing signing authority granted shall include, but shall not be limited to, other important documents (that are not of a financial nature) such as contracts, memorandum of understanding, press releases, certificates, and other instruments of whatever nature entered into by the Corporation. These documents may be approved by two of the three designated Board members of MMBA (without Board approval) in so far as they align with the mission and vision of the Corporation and will be presented to the Board for their information prior to or shortly after being signed.

    • 3.3.5. Executive Officers provided with signing authority shall not be related by marriage, blood or cohabitation.​

• 3.4. Fees

  • 3.4.1. Fees for Training Events, Workshops, Conferences and Other Activities shall be determined by the relevant organizing committee(s)and shall be ratified by the Executive. The fees shall include an overhead component to cover the Association’s operating costs for the next fiscal year, as well as a contingency component to build the MMBAs reserves when warranted.

• 4. Bylaw Amendments

  • 4.1. Bylaw Amendments

    • 4.1.1. The Constitution and bylaws may be amended at the annual general meeting of the MMBA Association. Notice of a motion to amend shall be circulated along with the full text of any proposed amendments, at least, three weeks before the annual general meeting. Any member may propose changes to the Constitution and bylaws by submitting the proposed changes to the Secretary, no later than six weeks in advance of the annual general meeting.

    • 4.1.2. Changes to the Constitution and bylaws require a positive vote of two thirds of the members present at the annual general meeting.

• 5. Miscellaneous

  • 5.1. Conflict of Interest

    • 5.1.1. A “conflict of interest situation” refers to circumstances where there is a real potential or perceived conflict with a Board member and the operations of the Board and Corporation, which must be further identified, recorded in the minutes, explored, and ultimately managed by the Board. It is not considered unusual if a conflict of interest situation arises for an Association, rather, it is considered unusual if a conflict of interest situation never arises for a Board. Conflict of interest matters can be handled competently and positively, and are not an adverse reflection of a Board that practices good governance.

    • 5.1.2. Any member of the Board who is a party to a contract, is a party to a proposed contract or has a material interest in any company or person who is a party to a contract with MMBA shall disclose the nature and extent of their interest in the contract.

    • 5.1.3. In the event that the Director fails to disclose their interest in a contract, MMBA reserves all rights to have the contract set aside.

    • 5.1.4. A contract between MMBA and a Director will not be invalidated solely because the Director has an interest in the contract, provided that the contract was reasonable from MMBA’s perspective at the time it was approved.​

    • 5.1.5. A Director who finds themselves in a conflict of interest situation must disclose the nature and value of any of their personal interests that could conflict with those of the Association. Even if the law does not require it, Executive Officers must disclose all other related information so that the other Executive Officers can make an informed decision about the scope of the conflict of interest.

    • 5.1.6. Guidelines for assessing if a contract involving a conflict is reasonable from the MMBA perspective include:

      • No extraordinary financial gains should result from the contract with MMBA; and,

      • In the event there are alternative sources for the goods and services offered, evidence shall be available that quotations have been sought on a periodic basis from these alternative sources.

    • 5.1.7. The conflict of interest is to be noted in the minutes, and action taken to address and resolve the conflict should be recorded in the minutes as well.

  • 5.2. Code of Conduct

    • 5.2.1. Board members are asked to maintain a professional code of conduct for such items as communication protocols, and language used amongst their peers. Respect for the organization, other Board members and the general membership are expected.

  • 5.3. Confidentiality

    • 5.3.1. Board members are asked to respect the confidentiality of information gained as a result of serving the Board.

  • 5.4. Dissolution

    • 5.4.1. A proposal to dissolve MMBA shall be made in the same form as an amendment to the bylaws.

    • 5.4.2. Dissolution shall require a favourable vote of two thirds of the members present and voting at the annual general meeting.

    • 5.4.3. In the event of dissolution, and in accord with the vote of the members, any assets of the Association remaining after all debts and other obligations have been paid shall be donated to a charitable Association chosen by majority vote at the annual general meeting at the time of dissolution.

• 6. Indemnification

  • 6.1. Insurance

    • 6.1.1. The Board of Directors and Executive Committee shall carry Director’s and Officer’s insurance at the expense of Association.

    • 6.1.2. The Association shall carry Commercial General Liability insurance for when events are planned and held by the Association. This insurance shall be at the expense of the Association.​

• 7. Legal

  • 7.1. Bylaw Approval

    • 7.1.1. Bylaws and Policies have been approved by the MMBA Board and are recorded in the Board meeting monthly minutes. Bylaws and Policies will be reviewed regularly by the Board.