Approved by the members at the General Body Meeting on 29 November, 2014

SECTION I – CONSTITUTION

1) PREAMBLE

Malayali Association of Manitoba (MAM) is a nonprofit, nonpolitical, secular and cultural organization of people who have an affinity for the Malayali culture. Malayalis are people who are born in the state of Kerala, India or whose ancestors were of Malayali origin. Malayalam is the native language of the Malayali people.  MAM operates without distinction of sex, race, political, religious or other opinions.  By associating together and with other similar organizations and the local authorities, MAM endeavors to provide recreation, cultural and leisure time activities with the objective of improving the quality of life for the said community members. In addition, MAM aims to impart the Malayali heritage, culture and values to the youth in the above community and integrate them with the multicultural society of Manitoba.

MAM was initially formed in 1984 and operated under its by-laws established at that time and later amended a few times. MAM was subsequently incorporated in the Province of Manitoba on 1989/02/27 with the business number 875615270MC0001.

2) NAME AND ADDRESS

The name of the Association is “THE MALAYALI ASSOCIATION OF MANITOBA” herein after called MAM. Until a permanent address is established, MAM’s registered address will be the residential address of the President of its Executive Committee.

3) PURPOSES

The purposes of MAM are:

1. To bring together persons of Kerala origin and others who have an affinity for the Malayali culture and values and to thereby develop a better understanding and friendship in such community.
2. To initiate, organize and co-ordinate, social, educational, cultural, athletic, folkloristic and recreational activities among persons of Kerala origin and others who have an affinity for the Malayali culture and values.
3. To promote multiculturalism as an essential aspect of Manitoba life and specifically facilitate the inter-change of culture and traditions between Malayalis and Manitobans of other ethnic origins.
4. To assist in the integration of Malayalis to the Manitoba way of life, and educate them to get a better understanding of the Canadian customs.
5. To showcase & promote the Malayali Culture and integrate it with the Canadian society.
6. To make representation and to act on behalf of an individual or group of Malayalis; or on its own behalf in appropriate cases.
7. To preserve and protect the Malayali culture and values for the benefit of future generations of Malayalis of Manitoba.
8. To contribute to worthwhile causes and charities in Manitoba, and to deserving charitable causes in Kerala and other parts of the world.
9. To develop and benefit children by encouraging participation and involvement in activities and events.

4) MEMBERSHIP

Membership in MAM shall be open to all Manitobans over the age of 18 subject to the approval of the Executive Committee. (See Article I for further details).  A person who applies for a membership or accepting a membership in MAM inherently agrees to abide by its constitution and by-laws. A separate agreement to this effect is not required.

5) ORGANIZATION AND RESPONSIBILITIES

The Organization and responsibilities of MAM are:

1. To work with and encourage continuing co-operation with Federal, Provincial, Municipal governments and foster an understanding of governments.
2. MAM shall be a non-political and secular organization.
3. MAM shall be a non-profit organization and all its proceeds shall only be used to support its purposes.
4. MAM shall be incorporated under the laws of the Province of Manitoba and all its activities shall comply with the laws of Manitoba and Canada.
5. MAM shall be governed by a Board of Directors (herein after called The Board) elected by the members of MAM at the annual general body meeting
6. The administration and operation of MAM shall be conducted by the Executive Committee elected by the members of MAM.
7. The Board of Directors and the Executive Committee members serve the association on a volunteer basis and shall not be remunerated for their services; but, shall be reimbursed for all out of pocket expenses necessarily and reasonably incurred by that person while engaged in the affairs of MAM, as determined by the executive committee.
8. The Board of Directors and the Executive Committee members shall avoid any potential conflict of interest in the executive of their duties.

6) MAM OPERATIONS AND ADMINISTRATION

– All operations and activities of the Association shall comply with its constitution and by-laws.

– The Area of Operation of MAM is the Province of Manitoba, Canada.

– The fiscal year is from 1^st of January to the 31^st of December every year.

– All official documents and correspondence will be in English.

E-mail system or other electronic means will be the official medium of correspondence of MAM. All the members should maintain an active email account and that should be provided to the Executive Committee. It is the responsibility of the member to update the Executive Committee with the changes in his/her contact details.

6.1) The Board of Directors is responsible to:

• Ensure that all activities undertaken by MAM are in support of its purposes and are in compliance with its constitution and by-laws.
• Review the by-laws and any amendments, and ensure they are in compliance with its Constitution.
• Review and approve the annual budget of MAM.
• Conduct an independent review of the financial statement of MAM.
• Resolve or provide recommendations for resolution of issues brought to the Board’s attention by the Executive Committee.

6.2) The Executive Committee is responsible to:

– Manage all MAM’s capital assets

– Organize and take direct responsibility of all its programs

– Manage its finances, and approve all expenditure incurred by MAM.

– Conduct the Annual General Body Meeting and any other meetings of the MAM members

– Conduct elections of the Board of Directors.

– Present a statement of account and annual activity report at the Annual General Body Meeting.

– Interface with the Government Agencies and other associations.

– Hold all assets of the Association and use them for the welfare of the target groups that the Association serves.

– Elect or appoint any vacancy of the Executive Committee members, subject to the approval of the general body.

– Raise funds for the operating expenses and future developments of MAM by seeking government grants and/or arranging fund raising programs and activities.

– Resolve or provide recommendations for all issues brought to the Committee’s attention by MAM member(s).

7) PROTECTION OF OFFICERS

The Board of Directors and the Executive Committee and each of them shall be indemnified and saved harmless from and out of the assets of the MAM from and against all actions; costs, charges, losses; damages and expenses which they or any of them, or any of their heirs; executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their lawful duty in their respective offices of the MAM except those incurred or sustained by or through their own willful neglect or default.

8) DISSOLUTION OF MAM

Dissolution of MAM will require the approval of the General Body. If upon winding up or dissolution of MAM, there remains, after the satisfaction of all its debts and liabilities, any assets whatsoever, the same shall be given or transferred to such other organization or organizations having purposes similar to MAM as may be determined by the Board of Directors of MAM at the time of dissolution; and, if the above cannot be achieved then to some charitable cause (s).

SECTION II – BY-LAWS

ARTICLE 1: MEMBERSHIP

Qualifications for Membership

Membership in MAM shall be open to all Manitobans over the age of 18 subject to the approval of the Executive Committee.

Three types of membership are available:

1. Family membership: MAM membership shall be open to all persons of Kerala origin and their immediate families living in the same household. The term immediate family means spouse, children, grandchildren, parents, son-in-law and daughter-in-law. Self-supporting persons above the age of 18 living in the same household shall take individual membership.
2. Single membership: Shall be open to all persons of Kerala origin above the age of 18.
3. Associate Membership: Shall be open to all Manitobans who have an interest and affinity for the Malayali culture and values. Persons of Kerala Origin and their immediate families are NOT eligible to be an Associate member. Associate members are not permitted to vote in any meeting or decisions made by MAM; or, are not permitted to be an officer (Board member or Executive Committee member) of the MAM.

Member in good standing

Member in good standing is a qualified member who has paid the prescribed annual membership fees and abides by the constitution and bylaws of MAM

Membership fees:

Annual Membership fees shall be set by the Executive Committee for each type of membership.

Rights and duties of the members

Every member is expected to further the objectives and interests of MAM. Unless otherwise stated in the constitution or by-laws, each member has one vote at all the meetings and voting by proxy is not permitted. Each person over 18 years of age and registered under the Family membership classification is considered as a separate member. Only members in good standing are qualified to be elected to the Board of Directors or Executive Committee and to vote for the election of these officers.

Lapsing of Membership

– Where a member fails, neglects or refuses to pay the membership fees, his/her membership in the association lapses.

– Any member who is found to be working against the aims and objectives of the Association or any disorderly conduct on the part of a member may constitute grounds for his/her dismissal from MAM by a majority vote of the Executive Committee members. The committee’s decision shall be informed to the individual in writing. The dismissed member can appeal against the Executive Committee decision in writing to the Board of Directors within 21 days of the dismissal.  The Board shall review the appeal, decide on it and notify the dismissed member and the Executive Committee, within 30 days of receiving the appeal. The dismissed member will have no voting rights and cease his/her membership from the association during this appeal period. The dismissed member may be re-instated by the Board of Directors at any time.

ARTICLE 2: GENERAL BODY

The General Body consists of all members of the association. Its roles and responsibilities are:

-to elect the Board of Directors of MAM

-to elect the Executive Committee members of the MAM

-to approve on all policy matters relating to MAM

-to accept/reject the annual statement of accounts and other annual reports.

-to approve the constitution and by-laws and/or their amendments.

-to remove the Board of Directors on an individual or collective basis for just cause

-to remove the Executive Committee as a whole for just cause

 ARTICLE 3: GENERAL BODY MEETINGS

Every member of MAM has the right and duty to attend the General Body Meeting.  This meeting may be called on as required by the Executive Committee. A general body meeting may also be initiated by a memorandum signed by 25% of the members and submitted to the Executive Committee or the Board of Directors. The Executive Committee will decide the dates for such meetings. Notice of a General Body meeting shall be given to the members at least two (2) weeks prior to the meeting date. Three members of the Executive and 25% of the members shall constitute a quorum. Unless otherwise stated in this document, all decisions at the general body meeting will be made on a simple vote majority basis. Only the members in good standing are entitled to vote in the meeting.  Each person shall get one vote; proxy is not permitted.

 Annual General Body Meeting:

An annual general body meeting is mandatory and shall be held before the end of each fiscal year. A report on all important events and activities undertaken by the Association during the year and a report on the financial status of MAM including a Statement of Account shall be presented at the meeting by the Executive Committee. As a minimum, the Annual General Body meeting shall:

– Accept/reject the annual statement of accounts and other annual reports presented by the   Executive Committee

– Elect the Board of Directors and/or the Executive Committee members of the MAM

– Decide on other topics of interest to MAM such as:

– Approve amendments to the Constitution and By-laws

– Removal of a Director or the entire Board of Directors if needed

– Removal of the entire Executive Committee if needed

ARTICLE 4:  BOARD OF DIRECTORS

1. The MAM Board shall consist of four (4) members; all elected by its members in an MAM general body meeting. In addition, the President of the Executive Committee shall also be a member of the board and will be the secretary to the Board.
2. All Board members except the President of the Executive Committee shall be elected for a period of two (2) years in the same General Body meeting.
3. The elected Board of Directors shall choose the Chairperson soon after their election. The President of the Executive Committee is ineligible to become the Chairperson of the Board.
4. All Board members shall be members in good standing of MAM for five (5) consecutive years, and served in the executive committee for atleast one term in the past.
5. All board members except the President of the Executive Committee shall have been a resident of Manitoba for a minimum of 10 years.
6. A person can be elected as a Board member for three (3) consecutive terms only.
7. In the event of resignation or incapacity of a Board member, the Board shall assign the duties of that position to another Board member till the next general body meeting. A new board member shall be elected at that meeting.
8. A board member who has been absent for 3 consecutive board meetings shall be deemed to have resigned his/her position as a Director, regardless of the cause.
9. A board member who conducted himself in an inappropriate manner may be removed from his/her position by a majority vote by the MAM members in a general body meeting of MAM.

Board of Director’s meeting:

The Board shall meet a minimum of four times a year. The quorum at these meetings shall be the majority of Directors or a minimum of three (3) then in office. The minutes of these meetings reflecting the decisions made by the Board shall be generated and circulated to the Executive Committee. Deliberations at these meetings need not be reflected in these minutes. All decisions at the Board meeting shall be made by a simple majority of votes; each Director having one vote; and no proxies are permitted. The Chairperson shall have a second vote in the event of a tie.

ARTICLE 5: EXECUTIVE COMMITTEE

The Executive Committee of the MAM consists of a number of people elected by the members for a two (2) year term. Every Executive Committee member shall be member of MAM in good standing for at least 3 years prior to their election. The number of members in the Executive Committee may vary depending on the needs of MAM. As a minimum, it shall include the President, Vice President, Secretary and Treasurer. The executive Committee meetings shall be held on an as required basis to ensure proper management and smooth running of MAM.

In the event of resignation or incapacity of a Committee member, the Executive Committee shall assign the duties of that position to another executive committee member till the next general body meeting. Based on the decision by the general body, the assigned person may continue or a new person may be elected to the position.

In the judgment of the Executive Committee, if a member fails to discharge his/her duties or acts to the detriment of MAM, or have a conflict of interest with MAM, that member may be removed from his position by the Board of Directors.

Executive Committee Meetings

The president may call Executive Committee meetings on an as required basis. The quorum for the meeting shall be 30% of the Executive Committee or three members, whichever is higher. Meetings may be held at any suitable location or as a teleconference or a videoconference. Minutes of these meetings shall be reviewed and approved in the next meetings and shall be available in MAM’s files.

All decisions at the Executive Meeting shall be made by a simple majority of votes; each member having one vote and no proxies are permitted. The President shall have a second vote in the event of a tie.

The president shall preside at all the Executive Committee meetings and he/she will have a casting vote in the event of equality of vote. It will be the president’s duty to see that the meetings are properly called and conducted. It will be his /her duty to supervise the functions and duties of the other members of the Executive Committee in the best interest of the association. The President is an automatic member of the Board of Directors and will be the secretary to the Board.  He/she will be the official representative of the association together with the Chairperson of the Board of Directors.

The secretary shall be responsible for recording and keeping the minutes of all the meetings and recording of all the activities of the Association. He/she shall keep a record of all correspondence in the files of the Association. He/she shall be responsible for preparing and presenting the activity report at the Annual General Body meeting. He/She shall work closely with the three vice presidents in carrying out his/her duties and responsibilities.

Treasurer

The treasurer will be responsible for keeping all the financial records and handling all financial affairs of The Association. It will be his/her duty to submit the proper accounts to the executive committee and general body at the annual general body meeting. He/she shall be responsible for preparing and presenting the Financial report at the Annual General Body meeting. He/She shall work closely with the Vice President of Fundraising and Partnerships in carrying out the duties.

Membership Coordinator

The Membership Coordinator shall be responsible for maintaining a list of the Malayalis in Manitoba and the Association members. This list shall be made available to all the Association members and periodically updated. In conjunction with the Vice President of Fundraising and Partnerships and Treasurer, he/she shall be responsible for the collection of membership fees and recruitment of new members to the association.

Cultural Coordinator

The Cultural Coordinator shall oversee and co-ordinate all the cultural activities of the Association. In addition, he/she shall be the contact person for external cultural activities in which the Association may participate. In conjunction with the President and the Vice President of Charity and Community Relations, he/she shall be responsible to recruit sufficient number of volunteers from the Association to help him/her to organize and conduct the cultural programs.

Events Coordinator

The Events Coordinator shall oversee and co-ordinate all the events of the Association. In conjunction with the Vice President of Charity and Community Relations and Vice President of Fundraising and Partnerships, he/she shall be responsible to recruit sufficient volunteers from the Association to organize and conduct all events.

Manitoba-at-large Representative

The responsibility of this position would be to ensure that the interests of Malayalis residing outside of the greater Winnipeg area are adequately represented in the activities of the Association.

Youth Representative

The Youth Representatives shall ensure that the interests of the youth are adequately represented in the Executive Committee meetings and in the activities of the association. In addition, the Youth representative shall take the leadership and organize the youth activities of the Association.

ARTICLE 6: ELECTIONS

The elections of the Board members and the Executive Committee members shall take place at the annual general body meeting convened pursuant to Article 3. The term of office for the Board of Directors and the Executive Committee members is 2 years.  In order to provide an overlap of the Board and the Executive Committee, the election of the Board and the Executive Committee shall be conducted in alternate calendar years. Independent elections shall be held for each of the Board members and each of the Executive Committee members.  The chairperson of the Board is responsible for conducting the election for the Executive Committee members and the President of the Executive Committee is responsible for conducting the election of the board members.

A single majority vote is sufficient and the voting may be either by secret ballot or by show of hands. The voting format will be decided at the general body meeting. Each nomination shall be complete only when one member proposes a candidate, another member seconds the proposal and the proposed nominee agrees to the nomination. When more than one complete nomination is received for a particular position, an opportunity for withdrawal shall be given to the candidates before the election is conducted. Only members in good standing are qualified to be elected and to vote in the election

ARTICLE 7:  CONSTITUTION AND BY-LAWS APPROVAL

1. The initial approval of the MAM constitution and By-Laws shall take place in a General Body meeting of its members. A two-thirds majority of the members in good standing attending at the meeting is required for the initial approval and this shall be reflected in the document.
2. Any amendment to the approved constitution and By-Laws shall take place in a General Body meeting of its members. A two-thirds majority of the members in good standing attending at the meeting is required for the amendment approval and this shall be reflected in the document.

ARTICLE 8: FINANCIAL MANAGEMENT

All MAM funds received or disbursed shall be operated through a MAM bank account.

All cheques issued by MAM shall be signed by two authorized signatories. The following spending approval limits apply:

Up to $1000.00           President on behalf of the Executive Committee

$1001 to 5000             Chairperson of the Board on behalf of the Board of Directors

Above $5000              General body meeting with simple majority

ARTICLE 9: BUILDING FUND

MAM had a Building Fund that was used to obtain one nineth (1/9) ownership of the now defunct Indo Canadian Arts and Cultural Center. The center was sold and the proceeds, if any, from the sale of the Centre shall be returned to the Building Fund. Any further use of this fund will require the approval of the General Body.

 ARTICLE 10:  RATIFICATION OF THIS CONSTITUTION AND BY-LAWS

This constitution and By-Laws were approved by the members of MAM in a general body meeting on 29^th Nov. 2014 with more than two-thirds majority votes. This document is effective on 1 January, 2015 and supersedes any and all previous By-Laws.