THE CANADIAN WOMEN’S CLUB OF BARBADOS
Founded May 1922
Registered under the Charities Act, Cap.243 of the Laws of Barbados – #452
CONSTITUTION AND BY-LAWS
(as amended July 14, 2010)
The Club shall be called THE CANADIAN WOMEN’S CLUB OF BARBADOS.
- To organize and conduct programs which will bring Canadian women together in a spirit of loyalty, friendship and helpfulness to each other, and to work for the common good of Canada and Barbados.
- To participate in, and provide support for, community service projects in Barbados.
There shall be three (3) categories of membership:
- Associate Member
- Honorary Member
All membership categories shall have the right to attend and vote at meetings; to participate in the Club’s programs; and to hold office.
QUALIFICATIONS FOR MEMBERSHIP:
- MEMBER shall be a woman who
- is a Canadian citizen, or
- holds landed immigrant status in Canada, or
- is married to, or is a partner of, a Canadian citizen.
- ASSOCIATE MEMBER shall be a woman
- with personal or business connections with Canada, or
- who is interested in programs organized by the Canadian Women’s Club to benefit the Barbadian community.
The number of Associate Members shall not exceed twenty percent (20%) of total membership.
- HONORARY MEMBER shall be
- a woman who is a Club Member who has given outstanding service to the Club, or
- a woman who has made an outstanding contribution to the community, or
- a woman who is the High Commissioner for Canada in Barbados, or the wife or partner of the High Commissioner.
Such membership shall be approved by both the Executive Committee and the membership of the Club.
ADMISSION OF NEW MEMBERS:
Any person applying for membership shall be required to complete an application form. Applicants may be required to provide proof of Canadian status indicated.
Acceptance of any new members shall be announced at the following General Meeting.
Complete membership lists shall be compiled annually by the November General Meeting.
- Annual subscriptions are payable in advance and are due in September of each year.
The annual subscription shall be $50.00 for both Members and Associate Members.
Honorary Members shall be exempt from payment of annual subscriptions.
The ANNUAL GENERAL MEETING shall be held in June of each year and shall coincide with the June General Meeting.
GENERAL MEETINGS shall be held on the second Wednesday of each month unless otherwise determined by a majority of members present and voting at a properly constituted General Meeting.
A SPECIAL GENERAL MEETING may be convened by the President or by a majority of the Executive Committee.
An EXTRAORDINARY GENERAL MEETING shall be convened by the Secretary within fourteen (14) days of receipt of a written request signed by ten (10) Members and/or Associate Members. Such request shall state the purpose for which the meeting is required.
Meetings of the EXECUTIVE COMMITTEE shall be convened at least monthly or more often at the call of the Chairperson.
The Chairperson of a SUB-COMMITTEE shall summon a meeting of that Committee as required.
NOTICE OF MEETINGS:
Notice of a General Meeting shall be distributed to all members listed in the latest membership list not less than seven (7) days prior to such meeting.
Meeting fees are to be the actual cost of the meeting divided by the number of members expected plus $5.00 per member.
Notice of a Special General Meeting or an Extraordinary General Meeting shall be distributed to all members listed in the latest membership list not less than seven (7) days prior to such meeting.
The Secretary shall state in such notice the business to be transacted at the meeting.
Notices shall be sent by electronic means unless a member requests in writing that notices shall be mailed or telephoned to her.
CONDUCT OF MEETINGS:
Meetings shall be conducted as set out in the Constitution and By-Laws.
Where not specified, Roberts Rules of Parliamentary Procedure shall prevail.
Members shall be allowed to bring guests to any General Meetings.
Ten (10 Members/Associate Members and at least two (2) members of the Executive Committee shall constitute a QUORUM at a General Meeting.
Five (5) members of the Executive, at least two of whom shall hold specific office shall constitute a QUORUM at an Executive Committee meeting.
In case of a tied vote, the President shall have the casting vote.
The Club shall be administered by an Executive Committee. The Committee shall consist of the following officers:
Immediate Past President
Newsletter Editors ( 2)
Membership Chairpersons (2)
Community Services Chairperson
The offices of President and Vice President may only be held by a Canadian citizen.
These officers shall be elected by the members of the Club in good standing.
The following members shall be appointed by the Executive Committee and shall be entitled to attend and vote at Executive Committee meetings:
Chairpersons of two (2) Standing Committees
- Social Committee, and
- Fund Raising Committee
Public Relations Officer(s)
FUNCTION OF THE EXECUTIVE COMMITTEE:
The function of the Executive Committee is to administer the day-to-day activities of the Club and to keep the members informed. It is the responsibility of the Executive Committee to seek approval of the general membership when required by the Constitution.
No member of the Executive Committee shall commit the Club monetarily without prior approval by a simple majority of the Executive Committee.
No member of the Executive Committee or their families may enter into a transaction for monetary gain with the Canadian Women’s Club without the prior approval of a simple majority of the Executive Committee. The Executive member making any such proposal shall declare a conflict of interest and abstain from the vote.
A commitment that has been approved shall be disclosed as part of the Treasurer’s Report.
Where a member of the Club or a member of the Executive Committee breaches this provision, the Executive Committee, by a simple majority vote, at their discretion may, if it is an Executive member, call for their resignation or if it is a member at large decline to honour the commitment as being contrary to the Constitution.
FUNCTION OF OFFICERS:
The functions of the PRESIDENT shall be:
- to preside at General Meetings and at meetings of the Executive Committee;
- to present an Annual Report at the Annual General Meeting
- To perform such other duties as the Membership and the Executive Committee may require her to perform, and which are consistent with the office of President.
The functions of the VICE-PRESIDENT shall be:
- to assist the President in the performance of her functions;
- to perform , in the absence of the President, the functions of the President;
- to arrange programs for monthly general meetings
The functions of the SECRETARY shall be:
- to keep complete and accurate minutes of proceedings at General Meetings and at meetings of the Executive Committee;
- to conduct the correspondence of the Club as directed by the Executive Committee;
- to act as archivist for the Club;
- to liaise with the Newsletter Editor(s) to give notice of meetings;
- to file an annual return and notices of change with the Registrar as required by the Charities Act, Cap.243 of the Laws of Barbados.
- To collect mail and dispurse to appropriate persons.
The functions of the NEWSLETTER EDITOR(S) shall be:
- to compile and distribute by electronic means, or on request by mail, a monthly newsletter to all the members.
- The said newsletter shall contain the necessary notice of meetings and/or specific Club activities. Notice of meetings shall also be provided by telephone for those members requesting same.
The functions of the TREASURER shall be:
- to keep complete and accurate records of all financial transactions of the Club and to issue all receipts as required;
- to be responsible for collecting all monies at business or social events pertaining to the Club;
- to compile and submit a monthly financial statement for the Executive meeting, a financial statement for the Annual General Meeting , and for a compilation engagement by an auditor or duly qualified accountant;
- to assist the Membership Chairperson(s) in compiling an annual Membership list for the Club by submitting a list of paid members as they become available.
The functions of the MEMBERSHIP CHAIRPERSON(S) shall be:
- to be available to the general membership for support and assistance in accordance with the objectives of the Club;
- to act as the representative(s) for the general membership at meetings of the Executive Committee;
- to compile and maintain an annual membership list for the Club.
The functions of the COMMUNITY SERVICES CHAIRPERSON shall be:
- to coordinate the Community service projects of the Club;
- to discuss and make recommendations to the Membership as to the disbursement
of funds from the Community Service Account of the Club;
- to investigate requests for community service assistance received by the Club;
- to report on a regular basis to the membership and to the Executive Committee on Club involvement in Community Service projects;
- to establish and liaise with ad hoc committees set up to deal with specific Community Service projects.
The function of the PUBLIC RELATIONS OFFICER(S) shall be:
- to disseminate information to the general public regarding activities of the Club by communication with all sections of the media.
- Where at all possible, the IMMEDIATE PAST PRESIDENT shall assume this role, the Public Relations Officer shall otherwise be appointed by the Executive Committee on a yearly basis.
The functions of the CHAIRPERSONS OF THE STANDING COMMITTEES (two (2)) shall be:
- to coordinate the work of their specific Committee as set out in the Constitution and By-Laws;
- to report on the work of their specific Committee as needed at meetings of the Executive Committee and at General Meetings;
- to appoint ad hoc committees to deal with specific projects as necessary.
FUNCTIONS OF STANDING COMMITTEES
The functions of the SOCIAL COMMITTEE shall be:
- to coordinate all social activities of the Club;
- to liaise with the Newsletter Editor(s) to provide notice to members of planned social activities;
- to establish and liaise with ad hoc committees involved in planning specific social activities.
The functions of the FUND RAISING COMMITTEE shall be:
- to coordinate all fund raising projects of the Club;
- to receive suggestions from members, discuss and make recommendations to the membership regarding major fund raising projects to be undertaken by the Club;
- to liaise with the Executive Committee regarding proposed level of activity in order to indicate to the membership projected amounts of funds to be raised annually;
- to establish and liaise with ad hoc Club committees involved in specific fund raising projects.
ELECTION OF OFFICERS
Elections shall take place at the May General Meeting.
The term of office shall be for one (1) year.
The office of President shall be held by a member in good standing who is a Canadian citizen and shall not be held by any one person for more than two (2) consecutive terms.
After serving for one (1) year as Immediate Past President, that person shall then be eligible for re-election as President.
Any other Officer shall be eligible for re-election each year without limitation.
PROCEDURE FOR ELECTION OF NEW OFFICERS
The Executive Committee shall appoint a Chairperson of a Nominating Committee by January of each year.
The Chairperson shall recommend two (2) additional members of this Committee for approval by the Executive Committee.
Members wishing to propose a candidate(s) for any position(s) on the Executive Committee will inform the Nominating Committee prior to the April General Meeting.
Such nominations must be made with the approval of the candidate, who must be proposed by one member and seconded by another member of the Club.
The Nominating Committee shall actively seek candidates for the positions on the Executive Committee in addition to seeking nominations for members.
All nominations shall be presented to the membership at the General Meeting in April.
A list of the full slate of candidates shall be distributed to all members with the notice of the May General meeting.
The Chairman of the Nominating Committee shall chair the election proceedings at the May General meeting.
Nominations for each position shall be made in turn.
Should there be more than one (1) candidate for any position, a written ballot will be taken to determine who shall fill the position.
If a member of the Nominating Committee is nominated for office and accepts the nomination, that member shall relinquish her position on the Nominating Committee.
Installation of Officers shall take place at the Annual General Meeting in June.
FINANCES OF THE CLUB
The FINANCIAL YEAR shall be from July 1 of one year to June 30 of the following calendar year.
The Club shall have two (2) main BANK ACCOUNTS:
- The OPERATING ACCOUNT
- shall consist of all annual subscriptions and meeting fees paid by members;
- shall be utilized to defray all operating costs of the Club;
- the balance in the Operating Account at the end of the fiscal year shall not exceed $3,000.00. Any excess amount at that time shall be transferred to the Community Services Account or be used in the establishment of a Trust Fund or Investment Account at the discretion of the Executive Committee.
- The COMMUNITY SERVICES ACCOUNT:
- shall consist of all donations to the Club and all monies earned by the Club through public fund raising activities;
- shall be used primarily to fund community service projects.
A TRUST FUND and/or an INVESTMENT ACCOUNT shall be set up at the discretion of the Executive Committee.
The principal from such a Trust Fund or Investment Account shall serve as a monetary reserve for the Club.
In the event the Canadian Women’s Club of Barbados should dissolve, all monies in the Operating Account, Community Services Account and any other monies that the Club has invested, shall be given to a Barbados Registered Charity or Charities as voted at the last General meeting of the Club.
The books shall be independently audited annually and at such other time as may be directed by the Executive Committee. The auditor shall be a qualified professional accountant and shall be appointed by the members at the Annual General Meeting.
The Club may be dissolved by resolution passed by a majority of two-thirds (2/3) of the members voting at a properly constituted General, Special or Extraordinary General Meeting specially convened for that purpose.
At least one (1) month’s notice must be given by electronic mail or in writing by the Secretary to the members of an intent to propose such a resolution.
If such a resolution is carried, the Executive Committee shall, by the date specified in the resolution, discharge all liabilities and realize all property of the Club and apply the balance of the monies toward such community service project(s) as a majority of two-thirds (2/3) of the members voting at the General meeting shall determine.
The Community Service project(s) to be considered by the membership upon dissolution must be restricted to Barbados Registered Charities, and no member of the Canadian Women’s Club, Executive or otherwise, is to acquire any personal benefit from the distribution of these funds.
On completion of its business the Club shall be dissolved.
AMENDMENTS TO THE CONSTITUTION AND BY-LAWS
The Constitution and By-Laws may be amended by a majority of two-thirds (2/3) of the members voting at a properly constituted General, Special or Extraordinary General Meeting.
At least one (1) month’s notice must be given in writing to the Secretary of intent to propose such an amendment.
Proxy voting will be permitted when authorized in writing by the member unable to attend. Such written authorization must be presented to the Secretary at the time of the vote. Proxies shall only be valid for votes conducted at one meeting which must be specified in the written authorization.
The decision of the Executive Committee on a question of interpretation of the Constitution and By-Laws shall be final and binding on the members.
The decision of the Executive Committee on a matter affecting the Club and not provided for by the Constitution and By-Laws shall be final and binding on the members.
NB. In the preceding document, identification is as follows:
On July 14th /2010 we held a special meeting at the call of the President and Executive to initiate the change for the purposes of changing the annual Fees and regular Meeting Fees.
Proxy Votes were sent out to the membership and results were as follows:
That the Canadian Women’s club (cwc) meeting fees be increased from $10.00 to the actual cost of the meeting plus $5.00
Vote 17 present +49 proxy = 66 Against 4
That Canadian Women’s Club (cwc) annual yearly dues be increased from $35.00 to $50.00
Vote 17 present +42 proxy= 59 Against 2.