Corporation

CONSTITUTION AND BY-LAWS NO.1 OF MORDEN CORN AND APPLE FESTIVAL INC.

BE IT ENACTED and it is hereby enacted as the Constitution and as a By-Law of MORDEN CORN AND APPLE FESTIVAL INC. (hereinafter called “the Corporation”) as follows:

1. PREAMBLE AND OBJECTS

In 1925 Morden, Manitoba was designated as the Corn and Apple Belt. The long, warm growing season made this area of the prairies unique for the growing of corn and apple crops.

The first Corn and Apple Festival was held in 1967 to commemorate Canada’s Centennial celebrations. It is appropriate that the festival is held in the “heart” of the community, an indication of the warmth and hospitality offered to visitors year after year. Visitors count on the cheerful hospitality, good food, wholesome entertainment and relaxing atmosphere which have been the ingredients in its image of friendliness developed during its history. The Corn and Apple Festival is a family event and has a reputation for catering to all age groups with a variety of events to guarantee the enjoyment of all.

The most important aspect of the festival is the volunteer spirit, which has fueled the organization from its inception. Fund-raising events and grants from the City of Morden, along with other sources, assist in maintaining “free” as the key phrase in festival advertising. Free corn on the cob, and apple cider have been the chief attractions, along with free stage entertainment, the street festival, the parade, shuttle bus service and parking.

The fourth weekend of August is the established date for the Corn and Apple Festival which is Morden’s chief attraction and the one event which typifies the volunteer spirit which pervades the community.

2. PURPOSE

To promote Morden by producing and maintaining an annual free, family, Festival. To educate about agriculture through hands-on experience and to enhance culture and heritage in the greater community.

3. REGISTERED OFFICE

The registered office of the Corporation shall be in the City of Morden, in the Province of Manitoba.

4. MEMBERSHIP

Any person, firm, society or corporation who subscribed to the Objects and By Laws of the Corporation may become a member of the Corporation upon application. All applications for memberships shall be submitted to the Board of Directors and upon approval by the Board the applicant becomes a member. The interest of a member is not transferable. A member may resign by notification in writing and shall become effective upon acceptance thereof by the Board of Directors. The Board may by a vote of two-thirds of those present and voting at a meeting called for that purpose expel any member whose conduct has been determined by the Board to be improper or likely to endanger the interests or reputation of the Corporation or who commits a breach of the Objects and By-Law of the Corporation.
All past chairpersons of the Corn and Apple Festival shall be life members.

5. FISCAL YEAR

The fiscal period of the Corporation shall terminate on the 31st day of October in each year or on such other date as the Directors may by Resolution determine.

6. MEETINGS

The Annual General Meeting called for the purpose of electing Directors, presentation and approval of the budget and for transacting such other business as may properly come before an Annual General Meeting shall be held not later than 3 months after the fiscal year end.

A member may at any time waive notice of any meeting and may at any time ratify, approve and confirm of any of the proceedings taken thereat.

Meetings may be adjourned to any time and from time to time and notice of an adjourned meeting is not required.

A quorum for the transaction of business at any meeting of members shall consist of a majority of the number of members and any questions arising at any meeting shall be decided by a majority of votes cast. In the case of an equality of votes the President is entitled to a deciding vote.

No voting proxy will be permitted.

7. BOARD OF DIRECTORS

The Directors of the Corporation shall be responsible for coordination of the work of the Corporation and for carrying out the policies, directives and objectives of the Corporation as set out in the by-laws and as determined by the Corporation from time to time.

The Directors shall be responsible for ensuring that the Corporation has a President, Secretary, Treasurer, Corn and Apple Festival Chairperson and shall appoint such other members or committees as may be required from time to time.

The Directors may exercise all such powers of the Corporation as are not by the Manitoba Corporation’s Act or by the by-laws required to be exercised by the members at a General Meeting. The Directors shall furthermore have power to authorize expenditures on behalf of the Corporation and may delegate by resolution to an officer or officers of the Corporation the power to make expenditures for the purpose of furthering the Objects of the Corporation.

8. DUTIES OF DIRECTORS AND BOARD MEMBERS

The Directors of the Corporation shall be responsible for coordination of the work of the Corporation and for carrying out the policies, directives and objectives of the Corporation as set out in the by-laws and as determined by the Corporation from time to time.

The Directors shall be responsible for ensuring that the Corporation has a President, Secretary, Treasurer, Corn and Apple Festival Chairperson and shall appoint such other members or committees as may be required from time to time.

The Directors may exercise all such powers of the Corporation as are not by the Manitoba Corporation’s Act or by the by-laws required to be exercised by the members at a General Meeting. The Directors shall furthermore have power to authorize expenditures on behalf of the Corporation and may delegate by resolution to an officer or officers of the Corporation the power to make expenditures for the purpose of furthering the Objects of the Corporation.

9. OFFICERS

The Directors may from time to time appoint such officers, agents and committee members and authorize the employment of such other persons as is deemed necessary to carry out the objects of the society and such officers, agents and committee members shall have the authority and shall perform the duties from time to time prescribed to them by the Board.

All officers, agents and committee members and employees are subject to removal from office or employment by the Board of Directors at any time with or without cause and with or without notice.

The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings. He shall have the general and active management of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. He shall be a non-voting member of all committees and shall prepare and submit to the members at the Annual Meeting a statement and report of the preceding year.

The Secretary shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give or cause to be given notice of all meetings and shall perform such other duties as may be prescribed by the Directors.
The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuables in the name and to the credit of the Corporation and at such depositories as may be designated by the Directors. He shall disburse funds as may be ordered by the Directors, taking proper vouchers for such disbursements and shall render to the Directors at regular meetings an account of all transactions. He shall be designated as one of the signing officers of the Corporation, together with either the President or Corn and Apple Chairperson and shall perform such other duties as may be determined by the Directors.

The Directors shall appoint a Corn and Apple Festival Chairperson and shall delegate to him full authority to manage and direct the business and affairs of the Corn and Apple Festival and to appoint or employ or discharge others and to set up such committees or sub-committees as may be required from time to time and to delegate to them any lesser power. The Corn and Apple Festival Chairperson shall conform to all lawful orders given to him by the Directors of the Corporation and shall at all reasonable times give to the Directors all information they may require regarding the affairs of the Corn and Apple Festival.
The Corn and Apple Festival Chairperson shall be appointed by the Directors prior to the Annual General Meeting upon recommendation of the Nominating Committee and the previous year’s Corn and Apple Festival Chairperson. The newly appointed Corn and Apple Festival Chairperson shall with the approval of the Directors appoint a Vice-Chairperson and present a budget for the forthcoming fiscal year at the Annual General Meeting.

Following approval by the Board of Directors the Corn and Apple Festival Chairperson, the President of the Board of Directors and the Treasurer shall present the approved budget to the City of Morden for the purpose of providing the Town Council with a copy of the approved budget and an accounting of the Festival’s finances for the further purpose of requesting from the Town Council financial assistance as may be required, if any.

The Directors shall not pay any expenditure incurred by any Corn and Apple Festival committee or sub-committee member unless that expenditure had been previously approved by the head of that committee or sub-committee or by the Corn and Apple Festival Chairperson.

The Corn and Apple Festival Chairperson and any committee members appointed by that Chairperson are subject to removal from their office or committee by the Board of Directors at any time with our without cause and with or without notice.

10. SIGNATURE AND CERTIFICATION OF DOCUMENTS

Contracts, documents and banking documents or other instruments in writing requiring a signature of the Corporation shall be signed by any two (2) of the President, Secretary, Treasurer or Corn and Apple Festival Chairperson. The Directors shall have power to appoint an officer or officers on behalf of the Corporation to sign contract documents or banking documents.

11. AMENDMENTS

The By-Laws of the Corporation may be amended at any General meeting by an ordinary Resolution adopted by two-thirds majority vote of the members of the Corporation present provided notice to amend the by-law or to introduce a new one, shall be circulated to the members of the Corporation present at the General Meeting.

12. INDEMNITIES TO DIRECTORS AND OTHERS

Every Director or Officer or Corn and Apple Festival Chairperson of the Corporation or other person who has undertaken or is about to undertake any liability duly authorized on behalf of the Corporation, their heirs, executors and administrators shall at all times be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges and expenses sustained or incurred in or about any action, suit or proceeding which is brought or prosecuted against him in respect of any act done or permitted or omitted by him in or about the execution of his duties except such costs, charges or expenses as are occurred by his own willful neglect.

13. BOOKS AND REPORTS

The books and reports of the Corporation shall be open to the inspection of members at all reasonable times and the auditors of the Corporation shall have a right to access at all times to all books and records and are entitled to require from the Directors and Officers such information as may be necessary for the performance of their duties as auditors.

14. OTHER PROVISIONS

Upon dissolution of the corporation, after payment of all debts and liabilities, any remaining property and assets of the corporation shall be transferred to a Canadian charitable organization selected by the Directors of the corporation and having the same goals and objectives as the Festival.

15. INTERPRETATIONS

In all By-Laws and Resolutions the singular shall include the plural, the plural the singular, the word ‘person’ shall include firms and corporations, the masculine shall include the feminine.