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Constitution

Codiac Woodworkers Guild Inc. (CWG)

Guilde des ébénistes codiac (GEC)

Constitution

Background:  

A small group of retired individuals, interested in woodworking, met in May of 2020 to discuss the possibility of establishing a woodworking club in the Greater Moncton Area.  Following these preliminary meetings, initial inquiries for a facility were made with representatives of the Recreation Department in Riverview. The support we received from the Town, early in the process, allowed us to dream of the very real possibility of establishing the first ever woodworking guild in the Greater Moncton Area.  We then started searching for grant programs at the provincial and federal levels; met with and researched other woodworking clubs within the province as well as within North America.  The process to formalize the corporation was started with the Guild being incorporated in October of 2020.   A Memorandum of Understanding was signed in early fall of 2020 for the use of a municipally owned building in Riverview at 51 Biggs Drive.  Preparations where then in full swing at our new facility at the same time working on the development of corporate documents such as our constitution, by-laws and operating procedures, including promotional pieces like our website, logo design and the recruitment of members.  We started welcoming new members in late November of 2020.  

  1. Organization: 

Codiac Woodworker’s Guild Inc. (CWG) / Guilde des ébénistes Codiac (GEC)

  • Mission:         

To provide a welcoming space to learn, practice and share knowledge of woodworking.

  • Organizational Goals:

We are a group of amateur and retired professional woodworkers dedicated to…

  • developing our skills through the sharing of knowledge and experience with those interested in woodworking.
  • providing a safe and welcoming environment for those who no longer have access to tools and equipment.
  • keeping up with the latest woodworking methods and tools.
  • helping the youth of our community to develop the skills of woodworking.
  • serving our community through woodworking.
  • promoting the craft of woodworking.
    • providing an opportunity for seniors to learn a new skill.
  • The Corporation:
  • The Corporation is a not-for-profit organization.  The Corporation will be carried on without purpose of gain by the members, and any profits or other accretions to the Corporation are to be used for promoting its purposes.
  • No member of the Board shall be paid any remuneration for services rendered to the Corporation.
  • In the event that at any time, should the Corporation be dissolved, the remaining assets, after payment of all debts and liabilities, including the cost of such dissolution, liquidation or winding up are to be turned over to the Riverview Boys and Girls Club.
  • The Corporation shall not alter its constitution or by-laws without a vote from its members.
  • Directors:

The affairs of the Corporation shall be managed by the Board of Directors who may be known and referred to as directors, trustees or governors and who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation that are not by the By-laws or by statute expressly directed or required to be done in some other manner.  The Board of Directors shall consist of the number of directors set out in the Letters Patent or such other number of directors as may be determined from time to time by special resolution, provided that the number of directors does not exceed fifteen (11) and shall be at least five (5). 

6.      Constitution and By-Law Amendment Procedures

The Constitution and By-Law may be amended at any Annual General Meeting (AGM), provided that a notice of motion containing the proposed amendments has been filed at a regular Board meeting held at least one month prior to the AGM at which the amendments are to be considered.  The Constitution or By-Laws can only be amended by a 50% +1 or more majority of members present and entitled to vote at the AGM.

Codiac Woodworkers Guild Inc. (CWG)

Guilde des ébénistes codiac (GEC)

By-Laws

Article 1 – Interpretation

  1. In these by-laws, unless the context otherwise requires,
  2. ‘Corporation’ means the Codiac Woodworkers Guild Inc. / Guilde des ébénistes codiac (GEC)
    1. ‘Workshop’ or ‘Shop’ means the building located at 55-B Biggs Drive, Riverview NB
    1. ‘Mission’ means the primary reason for the operating of the Corporation as stated in the Constitution.
    1. ‘Membership’ means the regular members of the Corporation.
    1. ‘Board Meeting’ means a scheduled meeting of the Board to discuss the Corporation’s business.
    1. ‘Annual General Meeting’ is an annual meeting of the Board which is open to the membership where election of the Board members occurs and where the Audit Committee presents the statement of accounts for the previous year.
    1. Directors of the Board’ means the President, Secretary, Treasurer and Operations Committee Chair and Membership Committee Chair and any other such Directors as deemed necessary by the Board.
    1. ‘Board’ means the Directors

Article 2 – Description of our membership:

  1. Membership shall be available to 55 years of age or older, who are residents of the Greater Moncton Area with preferential access to Riverview Residents.  And, as long as members are in good standing with dues and obligations outlined below are adhered to, membership cannot be revoked.
  2. Membership shall be maintained with the payment of an annual membership fee.
  3. Members shall adhere to all regulations, operating and safety procedures as approved by the general membership and Board meetings.
  4. Members shall be required to sign a release from absolving the CWG Inc. of any and all liability in the event of an accident or injury before obtaining access to the workshop facilities.
  5. As long as a member is in good standing with dues and obligations outlined within this document, membership cannot be revoked.
  6. All new members will be required to attend a short orientation session on safety and equipment use.
  7. Members shall be subject to the discipline of the Board if found to be in contravention of the CWG regulations or procedures.  The Board reserves the right to revoke a membership from a member via a special resolution.
  8. Members shall have access to the workshop facilities and equipment as specified in the Operational Procedures. 
  9. Members in good standing have, for their membership fee, the full use of the shop facilities and all equipment therein.  Membership fees do not include materials and consumables.
  10. To be eligible to vote for officers, members must be present and show a current membership card at the Annual General Meeting (AGM) or at an earlier voting time as determined by the Board of Directors.
  11. Proxy votes are not allowed at the AGM.
  12. We adhere to all Canadian and Provincial laws related to discrimination.  We do not discriminate based on, but not limited to, race, gender, nationality, religion, etc.
  13. There are (2) types of membership:
  14. Regular membership; including full voting and shop privileges
  • Honorary membership recognizing service to the CRW Inc.; does not have voting or shop privilege.
  1. The Board at its discretion has the authority to define and potentially delegate selection criteria beyond these by-laws.

Article 3 – Board make-up:  

  1. The Annual General Meeting, held before the last day of September, shall elect members of the Board of Directors, for a term of 2 years.
  2. The Board of Directors will be made up of no less than 5 and no more than 11 Directors as determined by Board resolution.
  3. The three (3) founding members will take on the role of Directors of the ‘Interim Board’, until a first Annual General Meeting can be held, no later than the end of September 2021.
  4. The Board shall administer the affairs of the Corporation.
  • Directors are elected to specific roles at the AGM, take office at the conclusion of the AGM and serve until the conclusion of their term. The first elected board will agree to staggered terms. (3 Officers for 2 year terms and 2 Officers for 1 year term)
  • The first meeting of the Board, following an election of Directors by the members, is to be held immediately after the AGM at which time no notice shall be necessary.   
  • Any vacant position (s) on the Board is (are) to be appointed by the Board, and the person or persons so appointed shall hold office for the remainder of the term or until the next AGM.
  • The Board can appoint special advisors to the Board such as lawyers, accountants, etc.  The special advisors do not have any voting rights. 
  • A Director may be removed from the Board by a two-thirds (⅔) majority vote if the Director has lost the confidence of the Board.
  1. The notice of special resolution for removal must be accompanied by a brief statement of the reasons for the proposed removal.
  • The person who is the subject of the proposed removal must be given an opportunity to be heard by the Board, as determined by the situation, before the resolution is put to a vote.

Article 4 – Duties and Powers of the Board

  1. The general management of the Corporation, including hiring staff, payment of operating and capital expenses, is vested in the Board.  The Board determines its own procedures and makes rules and regulations consistent with the Corporation’s Constitution and Bylaws.  For that general purpose the Board may want to delegate authority by resolution within specific instructions.
  2. The Board reserves the right to set fees for membership, programs and all activities carried out by the Corporation.
  3. The Board may revoke the membership of a member who refuses to comply with the rules, policies or bylaws of the Corporation by special resolution.
  4. The Board can establish ad-hoc and/or permanent committees as required.
  5. The President is the Chief Officer of the Corporation.  
  6. The Board shall have the power to make expenditures for the purpose of furthering the objectives of the Corporation.
  7. Any decisions regarding expenditures, investments or other financial interests of the Corporation must be brought before the Board for final approval.
  8. The board shall take such steps as they may deem necessary to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind for the purpose of furthering the objectives of the Corporation.
  9. Three Directors of the Board are required as signing officers, two of which shall be the Treasurer and President for the corporation. Any two (2) must sign cheques.
  10. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by two of the three designated signing officers of the Corporation without further authorization or formality, provided they have been previously adopted by resolution of the Board.
  11. The Treasurer will present a statement of accounts at the AGM to show income, and expenditures of the Corporation with comparable figures for the previous year, together with a balance sheet and comparable figures for the previous year.
  12. The Board may not borrow money or pledge any of the Corporation’s assets without passing a resolution of the members at a special meeting of the membership.
  13. The Board’s approval is required before the disposal of any of the Corporation’s equipment, furnishings or records.
  14. All meetings of the Board are chaired by the President or, in his/her absence, the Membership Committee Chair. In the absence of the Membership Committee Chair, present Board members shall appoint a chair for the current meeting. 
  15. Board members shall serve without remuneration and shall not directly or indirectly receive any profit from their positions.  Board members however may be reimbursed for reasonable expenses incurred by them in the performance of their duties.
  16. Each committee Chair is responsible for keeping the Board informed on the work of their committee. 
  17. The board has procedures in place that ensure all corporate activities are properly and adequately insured, including at least a $2 million Directors and Officers Liability Insurance and $2 million Commercial General Liability Insurance.
  18.  The board has adequate plans to protect its corporate assets, property, financial, information technology data and resources, human resources, programmatic content and material, and the Affiliate’s integrity and reputation against damage or loss. 

Article 5 – The President’s Duties

  1. Adhere to and facilitate the execution of the Constitution
  2. Preside as Chair at all meetings of the Board and at all Annual General Meetings
  3. Call all meetings of the Board and General Membership.
  4. Act as public representative and spokesperson for the Corporation.

Article 6 – Secretary’s Duties

  1. Maintain the minutes of the proceedings of all regular and General Meetings.   Minutes are to be distributed in a timely and efficient manner.
  2. Post a copy of the minutes of all Regular and General meetings on the CWG bulletin board, and send an electronic copy to the membership, within ten (10) days of said meeting.
  3. Keep all pertinent information and documentation as required by the CWG.
  4. Provide notice of meetings to members as prescribed by the Constitution/By Laws.

Article 7 – Treasurer’s Duties

  1. Keep careful account of all CWG’s financial activities.
  2. Provide the Board with regular up-dated statements.
  3. Present at the Annual General Meeting a full written financial statement, which has been reviewed by the Audit Committee.
  4. To make all disbursements with a check duly signed by any two of the designated signing officers.
  5. Receive all monies belonging to or collected by authority of the CWG, and disburse the same as the Board directs.
  6. Deposit all CWG funds into the designated banking account.
  7. Provide all financial reports and audits as required.
  8. To provide annual notice to membership regarding dues and maintain collection records.
  9. Present annual budget for the coming year which has been reviewed and approved by the Board.

Article 8 – Operations Committee Chair Duties

  1. The Operations Chair will take on the role of Senior Duty Supervisor
  2. The Senior Duty Supervisor will select Duty Supervisors for approval by the Board. 
  3. The Senior Duty Supervisor will chair the operations committee made up of other Duty Supervisors.
  4. The committee is charged with the development of operational procedures for the shop.

Article 9 – Membership Committee Chair Duties

  1. The Membership Chair will select his/her committee members and submit to the Board for approval.
  2. The committee will manage all membership related activities not limited to membership drives, communications, social events etc.
  3. Maintain an up-to-date list of names, and contact information of all members in good standing
  4. Assume duties of the President should the President be unable to or unwilling to fulfill the responsibilities of that office.

Article 10 – Meetings:

Board Meetings

  1. All Board meetings shall be conducted in accordance with the ‘Roberts Rules of Order”
  2. A majority of the directors shall form a quorum for the transaction of business.  Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the Board. 
  3. Each Director is authorized to exercise one (1) vote.  Questions arising at any meeting of the Board shall be decided by a majority of the votes.  The Chair of the meeting shall vote only when the other votes are equal.
  4. Place of Board Meetings – Board meetings may be held at any place in the Greater Moncton region.
  5. The Board may call a regular meeting anytime as need arises.
  6. There shall be a minimum of two (2) Board Meetings in each fiscal year, excluding the Annual General Meeting. 
  • Electronic Participation – Directors may participate by means of telephone, zoom, or other available communications options that permit simultaneous participation.  Participants will be deemed, for the purpose of the act, to be present at that meeting.
  • The Directors shall be notified at least two (2) days in advance of a Meeting.

Annual General Meetings

  1. The membership shall be notified at least seven (7) days in advance of the Annual meeting.
  2. Voting shall be by all members in good standing at the date of the AGM.  
  • There is a requirement of 50% +1 of attendees needed to pass a motion at any meeting.  The President will break a tie vote.

Article 11 – Minutes

  1. Minutes of Board and Annual General Meetings will be kept and shall include:
    1. Minutes of the Last Meeting
    1. Treasurer’s Report
    1. Unfinished Business
    1. New Business 
  2. Minutes of the Meetings will be distributed electronically to all members and copies posted in the Shop within 10 days of the Meeting.

Article 12 – Financial

  1. The CWG exists for the benefit and enjoyment of its members and its operation shall be carried on without purpose of profit.  However, projects may be undertaken, with the approval of the Board to raise funds.  Such funds shall be turned over to the Treasurer.
  2. The fiscal year of the CWG shall be July 1 to June 30.
  • The Board will define and regulate all financial matters; authority for expenditures; investments; acquisitions and membership fees amongst others.

Article 13 – Committees

  1. While the Membership and Operations Committees are permanent, any other committees will and can be created and dissolved, as necessary, by the Board.
  2. Nominating Committee shall be appointed at the Board meeting not less than 30 days prior to the Annual General Meeting.
  3. The Nominating Committee shall be chaired by a Chair who shall have authority to enlist the aid of two (2) members of the CWG and present a slate of candidates for election to various Board positions at the Annual General Meeting.
  4. The Audit Committee of two (2) members of the CWG shall be appointed by the Board to review or audit, with or without the help of an external source the Accounts of the CWG and prepare a report for the Annual General Meeting.
  • The Audit Committee shall review all of the financial records and accounts as prepared by the CWG Treasurer at fiscal year-end.  They should also be prepared to present their findings as soon, as possible, to the Membership at a General Meeting.
  • Except for the aforementioned, all other various committee Chairpersons not defined above, are permitted to recruit other members of the membership to assist them in carrying out these duties.

 Approved at the Annual General Meeting of the Codiac Woodworkers Guild Inc.

Dated:  _______________________

As witnessed by:

____________________________________

President

____________________________________

Treasure

Codiac Woodworkers Guild Inc. (CWG)

Guilde des ébénistes codiac (GEC)

Operating Procedures


Article 1 – Facility:

The Board is responsible for overseeing the upkeep of the existing building, as it is the property of the Town of Riverview. The Board has delegated such responsibility to the Chair of the Operations Committee a.k.a. Senior Duty Supervisor

Article 2 – Duty Supervisor

  1. The day-to-day operations of the CWG shall be supervised by the Duty Supervisors as selected by the Senior Duty Supervisor and approved by the Board.
  2. Duty Supervisors shall be approved by the Board and will be on duty on a rotating basis as scheduled by the Senior Duty Supervisor.
  3. The Duty Supervisor shall be responsible during his/or duty period, for the supervision of the workshop and to ensure that everyone using the equipment adheres to all operating and safety procedures.
  4. The Duty Supervisor shall, before closing the Shop at the end of the day, ensure that all posted closing procedures are addressed.
  • A current list of Duty Supervisors shall be attached to the Constitution as Appendix ‘C’
  • A Duty Supervisor may remove a member, volunteer, staff or contractor from the premises who refuses to comply with the rules, policies or bylaws of the Corporation.

Article 3 – Hours of Operation

  1. The hours of operation for the shop shall formally be 09:00 to 16:00 Monday to Friday.
  • The Board may post Summer/Winter hours, dependent on the availability of Duty Supervisors.

Article 4 – Shop Operating Procedures

  1. Duty Supervisor must be present when the shop is in use.
  2. Use of the workshop is for members only… no exceptions.
  3. ‘Sign In’ each day before starting any work and ‘Sign Out’ when leaving the shop.
  4. Ask Duty Supervisor or an experienced member for guidance and supervision if you are unfamiliar with any tool or machine.
  5. Ensure all safety devices remain in position on all equipment.
  6. Wear safety glasses when appropriate.
  7. Ensure that you do not overload any circuits
  8. Keep work area clean and safe from hazards, ensuring that you clean up your workspace as soon as you finish with a tool or machine
  9. Do not wear loose clothing or ties/scarfs when using power equipment.
  10. Keep the floor and your footwear dry when using power tools.
  11. Return tools to their respective places when finished.
  12. Do not disconnect tools from their power supply by pulling the cord – grasp the plug for removal from the outlet.
  13. Dull tools can be dangerous and should a member discover a tool or machine that requires maintenance or repair, it must be reported immediately to the Duty Supervisor.
  14. Ensure that power tools are disconnected from their power supply prior to cleaning blades or accessories.
  15. Assist Supervisor in daily shop cleaning.
  16. Never force tools or machinery, operate equipment at its proper speed at all times.
  17. Do not operate power tools or machinery if your ability is impaired by alcohol or drugs.  At no time will intoxicants or smoking (incl. vaping) be allowed on the premises.  Zero tolerance.
  18. The shop and equipment are for the enjoyment and use by all members.  Cooperate and consider each other’s needs.  One of a kind machines, such as the Planer, Jointer, and Table Saw, should not be occupied for extended periods of time.  It is suggested that early morning or late afternoon be scheduled for extended use.

Article 5 – Discipline

  1. Any member failing to comply with the above procedures will be asked to leave the shop for the full day.  If the Member should again fail to observe safety procedures, the Member will be reported to the Board for disciplinary action.

 Approved by the Board of Directors 

Dated:  _______________________