Winnipeg Association of Public Service Officers

By-Laws

WAPSO BY-LAWS

A by-law relating generally to the transaction of the business and affairs of the WINNIPEG ASSOCIATION OF PUBLIC SERVICE OFFICERS (WAPSO), IFPTE Local 162.


1. DUTIES AND POWERS OF THE BOARD OF DIRECTORS:

a. Where the Association has privilege to make appointments to any board, commission or other body, the Board of Directors shall have the power to make such appointments, by resolution or By-Law.

b. Upon and after the annual or other election of the members thereof and their having organized and held their first meeting as the Board of Directors, every Director may take up and carry on to completion all By-Laws, reports and proceedings which had been under consideration by the Board of Directors, either in the next preceeding year or subsequent thereto, and it shall not be necessary to begin “denovo” with any By-Law, resolution, proceeding, report, matter or thing entertained by the Board of Directors in such preceding year, or subsequent or prior thereto.

c. Where a vacancy occurs on the Board of Directors caused by resignation, death or otherwise, the Board of Directors shall have the authority to appoint any member of the Association to serve the unexpired term of the vacant position. This rule shall not apply to the office of President, to which, when a vacancy occurs, the First Vice-President shall immediately succeed. The resignation of any member of the Board of Directors shall be made in writing to the Secretary/Treasurer and shall be deemed to be effective at the date of receipt thereof by the Secretary/Treasurer, unless a later effective date is specified in the resignation.

d. The Board of Directors may make regulations with regard to the time and place of holding its meetings, the calling of special meetings, and generally for governing its organization and proceedings.

Without affecting the generality of the foregoing, the Board of Directors may, subject to such conditions as it shall impose, delegate to any Committee of its members any of its powers respecting the examination of any question, the management of any business or the execution of any specific duties.

e. The Board of Directors may make such regulations for the welfare of the members of the Association in matters not specifically provided for herein as may be deemed expedient.

f. The Board of Directors shall meet at least every sixty (60) days at such time and place as the President, or a majority of the Executive may determine from time to time. A majority of the Executive shall constitute a quorum, provided at least two (2) Officers are present at such meetings.

g. Any member in good standing of the Association may attend any Board of Directors
meeting as an observer upon approval of the Directors.

h. A member of the Board of Directors shall conduct themselves consistent with the Code of Conduct which states, “I will strive to attend all Board of Directors meetings, giving apologies ahead of time to the Chair if unable to attend.” A member of the Board of Directors who are absent for three (3) meetings in a twelve (12) month period without reasons acceptable to the Chair may be removed from the Board by a majority vote of the Board of Directors at a properly commenced meeting of the Board.


2. QUALIFICATIONS OF MEMBERS OF THE BOARD OF DIRECTORS:

a. Only those persons whose names appear on the list of membership of the Association, and who have such other qualifications as the Board of Directors may fix by By-Law shall be eligible for election as Directors.

b. Notwithstanding anything else contained in this By-Law, none of the following shall be qualified to be a member of Board of Directors.

i. a person who, either himself/herself or by or through another has any personal claim, action or proceeding against any member of the Association.
ii. a person having been convicted of any criminal offense upon conviction of
which offense a person is liable for imprisonment.


3. MEMBERSHIP IN GOOD STANDING:

Subject to Clause Three (3) of the Constitution:

a. The Board of Directors of the Association shall notify each applicant whether or not he/she has been accepted as a member of the Association, based on a decision made by the Board of Directors.


4. PAYMENT OF ASSOCIATION DUES:

a. Subject to Clause Eight (8) of the Association Constitution, all dues shall be paid to the Association directly from the employer as a result of the Collective Agreement, or as may be determined by the Board of Directors.

b. Each member shall be notified in writing of any proposed change to the dues, and such notice shall be mailed, emailed or delivered to each member not less than one week prior to the holding of a General Meeting.

A special assessment may be levied following a decision to that effect by a majority of votes cast at a General Meeting of the Association. Such special assessment shall be paid to the Association directly from the employer, or as may be determined by the Board of Directors.


5. GENERAL MEETINGS:

a. The Annual General Meeting of the Membership for the purpose of election of Directors and presentation of reports shall be held within ninety (90) days of the fiscal year end of the Association.

b. Special General Meetings may be called by the President, the Board of Directors or any ten (10) members of the Association, such request for the calling of a Special General Meeting shall be signed by not less than ten (10) members in good standing and forwarded to the Secretary/Treasurer of the Association who shall then call for a Special General Meeting, provided that such request states specifically the purpose for which such meeting is to be called.

c. When a Special General Meeting is convened as a result of the request of ten (10) or
more members of the Association, it shall deal only with the purpose for which it was
called.

d. Notices of General Meetings shall be written notices and shall be forwarded to each member at his/her last known address or email address through the employer’s internal email system, or his/her place of employment, stating the purpose of the meeting and such notices shall be mailed, emailed or delivered to each member not less than one (1) week prior to the holding of a General Meeting except in the case of an emergency as must be determined by the Board of Directors.

e. WAPSO’S Rules of Order shall govern the proceedings of all meetings. On any point
where the specific rules laid down by the Association are silent, Robert’s Rules of Order shall apply; where they conflict with Robert’s Rules of Order, WAPSO’S Rules of Order shall apply.


6. ORDER OF BUSINESS AT ANNUAL GENERAL MEETING:

The President shall occupy the Chair and shall conduct the business in the following order:

a. Call to order
b. Roll Call (necessity to be determined by the President)
c. Reading of the Minutes
d. Matters Arising
e. Reports:
President
Special Report
Administrative Report
Audit Report
Secretary/Treasurer’s Report
Proposed Budget
f. Unfinished Business
g. New Business
Nominations and Elections
Correspondence
Other New Business
h. Adjournment


QUORUM:

Twenty (20) members shall constitute a quorum at General Meetings.


8. VOTING:

a. Elections: Every elector shall have only one vote, when voting for each member of the Board of Directors to be elected and a majority of votes cast by members present at a General Meeting shall decide each election, subject to Clause Five (5) of the Constitution.

b. Counting of votes shall be decided by a show of hands or by members standing or by ballot, and the method employed shall be the decision of the Chairperson, unless by a majority of votes cast by members present at a General Meeting, who may elect the method of voting.

c. Business: All matters of business shall be decided by a majority of votes cast by members present at a General Meeting, in a mail-in ballot or in a walk-in ballot.

d. Any member who will be working or on vacation at an out-of-town location at the time
of a meeting will be provided an alternative voting option through prior arrangements
made with the Executive Director or designate.

e. The Chairperson shall have the same rights as other members to vote on any question. In case of a tie vote, he/she shall cast the deciding vote.

 

 


9. ELECTION PROCEDURE:

Qualification of Voters at Elections:

a. Except as otherwise hereinafter provided, those persons whose names appear on the list of membership of the Association shall be entitled to vote at a general membership election of Directors.

b. No person shall be entitled to vote at any election unless he/she is one of the persons named, or purported to be named in the proper list of electors, or is entitled to vote by virtue of certification pursuant to Clause Three (3) hereof.

Notwithstanding that the list has been revised and corrected by the Secretary/Treasurer,

c. Who at the time of election is qualified to vote but whose name has been omitted from the list; or,

d. Who has registered with the Secretary/Treasurer but whose name has been omitted
from the list; or,

e. Whose name has been misspelled on the list and who is otherwise entitled to vote; may make application to the Secretary/Treasurer, or in his/her absence, any other authorized signing officer, for certification of membership, and upon being satisfied that such name was so omitted or misspelled and that the applicant is otherwise qualified to vote, the Secretary/Treasurer or other authorized signing officer may certify that that person is entitled to vote.

List of Electors:

f. The proper list of electors to be used at an election shall be the last revised list of
members in good standing.

g. The Secretary/Treasurer shall every year, immediately prior to the date of elections, make up a correct alphabetical list of all persons entitled to vote, and shall certify the same as to its accuracy and completeness.

Nominations:

h. Prior to the Annual General Meeting each year, the Board of Directors shall ensure the selections of a slate of candidates from eligible members. The selection should be made on the basis of having as wide a representation a reasonably possible. The list of candidates shall be submitted to the Secretary/Treasurer for distribution to the membership prior to the Annual General Meeting.

i. Nominations will be received from the floor under the rules of parliamentary procedure (do not require to be seconded) provided the nominee will allow his/her name to stand for election.
10. COLLECTIVE AGREEMENTS:

Proposals of Collective Agreements:

a. The Executive Director, or designate, shall request written proposals from the members no sooner than three (3) months and no later than one (1) month prior to the expiry date of a Collective Agreement.

b. The Board of Directors will then cause to be prepared proposed changes to a Collective Agreement.

Negotiating Committee:

c. The Board of Directors shall appoint a Negotiating Committee to meet with an employer (either the City of Winnipeg, Riverview Health Centre, Winnipeg Regional Health Authority, Assiniboine Park Conservancy), and such committee shall have the authority to reach a settlement with an employer, subject to ratification in accordance with subsection 10. f) below.

d. The members of the Negotiating Committee dealing with the City of Winnipeg shall be as appointed by the Board of Directors but such committee shall include at least two (2) persons from the Board of Directors and any other persons deemed necessary by the Board of Directors.

e. The members of the Negotiating Committee dealing with any other employer (Riverview Health Centre, Winnipeg Regional Health Authority, Assiniboine Park Conservancy) shall be selected by the respective membership.

Ratification and Signing of the Agreement:

f. Prior to the signing of a Collective Agreement, the Board of Directors shall call a Special General Meeting to present the negotiated settlement to those employees in the applicable bargaining unit for ratification.


FISCAL YEAR:

The fiscal year shall be from September 1st to August 31st.


12. ACCOUNTING:

a. The Secretary/Treasurer shall be responsible for the accounting of all monies belonging to the Association either from collection or otherwise, and for the depositing of all monies into the Association’s accounts. He/she shall present the Association’s books for audit as required, and specifically at the end of the fiscal year. He/she shall present a financial report at the Annual General Meeting.

b. The Board of Directors is authorized to approve and make payment of all accounts and bills of the Association.

c. Signing Officers: The President and the Secretary/Treasurer shall be the designated Signing Officers of the Association in any financial transaction. In the event of the absence of either the President or the Secretary/Treasurer, the First Vice-President and the Second Vice-President are designated as alternate Signing Officers.

 

13. BY-LAWS GENERAL:

a. Every By-Law shall be under the seal of the Association, and shall be signed by the
President or Acting President and by the Secretary/Treasurer.

b. If a member of the Association objects to the passing of a By-Law in accordance with
Clause Nine (9) of the Constitution, he/she shall, on written application to the Board of Directors be at liberty to attend in person before the Board of Directors and if the Board of Directors cannot satisfy the member’s objections, he/she is at liberty to request a meeting under the provisions of Clause 5 b. of the By-Laws. The proposed change to the By-Laws shall be placed before a Special General meeting for approval or otherwise, and the proposed change shall be null and void until such approval is given by two-thirds (2/3) of those votes cast by members present at the said meeting.

c. The By-Laws of the Association shall govern all matters and for those points not covered herein general parliamentary law, shall be used for guidance.


14. COMMITTEES:

a. Executive Committee: At each Annual General Meeting of Members, an Executive Committee shall be elected that shall consist of the President, 1st Vice-President, 2nd Vice-President and the Secretary/Treasurer whose responsibilities will focus on the day-to-day operational and limited administrative needs of the Association as assigned by the Constitution and By-Laws of the Association. The Executive Committee does not have the authority to make policy but will have the authority to interpret By-Law policy on an interim basis between meetings of the Board of Directors. The Board of Directors may also delegate to such Executive Committee any powers of the board except those which, under the laws of the Province of Manitoba, the Executive Committee has no authority to exercise.

The powers of the Executive Committee may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the officers of the Executive Committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such Executive Committee may be held at any place in or outside Canada. Minutes of all Executive Committee meetings shall be kept.

b. Advisory Committees: The Board of Directors or the President may appoint other Committees at any time by resolution specifying the business to be dealt with by said Committee.

Committees shall be comprised of Directors or members in good standing and shall total the number of members required to conduct the business of the Committee.

Subject to approval of the Board of Directors, the Chairperson of each Committee shall be appointed by the President.
Each Committee shall elect its own Vice-Chairperson and Secretary.

Fifty (50) percent of the members of a Committee shall constitute a quorum. Any member in good standing of the Association may attend any Committee meeting as an observer upon approval of the Chairperson.

The Committees established in accordance with this Clause shall be deemed to be committees of the Association and shall have all power and exercise authority as given to them by the Board of Directors on behalf of the Association.

General Duties of Committees:

To report to the Board of Directors from time to time whenever directed by the Board of Directors and as often as the interests of the Association may require, on all matters connected with the duties imposed on them respectively, and to recommend such action by the Board of Directors in relation thereto as may be deemed necessary. From time to time, at the request of the Board of Directors the Committee Chairperson shall attend regularly scheduled Board of Directors meetings to present Committee reports. Minutes of all Committee meetings shall be kept.


15. LIABILITY OF MEMBERS OF COMMITTEES:

Limitation of Liability: No Director, Executive Committee Officer or Committee Member of the Association shall be liable for the acts, receipts, neglects, or defaults of any other Director, Executive Committee Officer or Committee Member or employee of the Association, or for any loss occasioned by error of judgment or oversight on his/her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto, unless the same are occasioned by his/her willful neglect or default.

Indemnity: The Association shall indemnify and save harmless a Director, Executive Committee Officer or Committee Member of the Association, a former Director, Executive Committee Officer or Committee Member of the Association, and his/her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy judgment, reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been an Officer or Committee Member of such Association, if:

a. He/she acted honestly and in good faith with a view to the best interests of the
Association, and

b. In the case of a criminal or administrative action or proceeding that is enforced by a
monetary penalty, he/she had reasonable grounds for believing that his conduct was
lawful.
 

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