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Table of Contents
Article I - Name
Article II - Affiliation
Article III - Object
Article IV - Membership
The name of the association shall be the Arbitration and Mediation Institute of Manitoba Inc., (hereinafter referred to as "AMIM")
AMIM shall be a member of the ADR Institute of Canada Inc. (hereinafter referred to as "ADRIC").
AMIM, as the Regional Affiliate of ADRIC, shall be a public service, non-profit, non-governmental organization.
The objective of AMIM is to provide leadership in the development and promotion of dispute resolution services in the Province of Manitoba and to be the pre-eminent organization for professionals who provide dispute resolution services and the individuals and organizations that use those services.
Qualification for membership shall include interest in alternative dispute resolution including arbitration and mediation; this interest to be substantiated by some level of training and/or practical experience and payment of dues and fees as are prescribed from time to time by the Board of Directors. Applications for membership shall be reviewed by the Membership Committee and recommendation made to the Board for approval.
Membership categories shall be as established from time to time by the Board.
The Board may from time to time, establish annual membership dues, application fees, reinstatement fees, and other fees. Memberships are on a calendar year basis.
Members of any category of membership not in arrears for payment of dues may resign their membership by giving notice in writing to the Secretary. Such members shall surrender any certificates of designation of Chartered Arbitrator or Chartered Mediator held by them and shall cease to use any such designation, unless they are otherwise a member of ADRIC.
Members whose dues or fees are not paid within ninety days after the date when they become due and payable shall automatically be suspended and, if not paid within an additional thirty days after suspension, shall cease to be members and their names shall be removed from the Members' register. Any members so removed must surrender any certificates of designation of Chartered Arbitrator or Chartered Mediator held by them and cease to use the designation.
Subject to approval of the Board, any former member who wishes to be reinstated must apply to AMIM for reinstatement and pay the required dues and reinstatement fees. Reinstatement of chartered designations may be subject to meeting additional requirements as set by the Board.
The AMIM discipline policy shall be as established by the Board from time to time.
AMIM may recommend that ADRIC confer the use of the designation of Chartered Arbitrator (C.Arb.) or Chartered Mediator (C.Med.) upon any member who has complied with the requirements for its use.
ARTICLE VI - Board of Directors
The Board of Directors, referred to as the Board, shall manage the day-to-day business and affairs of the Institute. The Board shall consist of not less than nine and not more than fifteen Directors all of whom shall be members in good standing.
The term of office shall be two years. One half of the Directors shall be elected each year. Directors shall be elected by the membership at the Annual General Meeting. The term of office shall start at the close of the annual general meeting at which they are elected, and shall terminate when their successors are elected.
Regular meetings of the Board shall be held once per month between September and June. Special meetings of the Board may be called by the President and shall be called at the written request of three Directors. Quorum for meetings of the Board shall be five Directors. Written notice of meetings, which may include electronic communication, shall be provided to each Director and posted on the AMIM website not less than three days in advance of the meeting. Meetings of the Board shall be open to all members in good standing except any portion of the meeting held in camera by resolution of the Board.
The nominations committee will generate a list of nominees for positions to be filled on the Board, which shall be circulated to the membership with the notice of the Annual General Meeting. Additional nominations from the floor will be accepted at the Annual General Meeting. The Past President shall be the Chair of the nominations committee. In the case of a contested election, those candidates receiving the highest number of votes up to the maximum number of Directors to be elected shall be declared to be elected.
One Director shall be elected as the Regional representative to the National Board. The term of office of the representative to the ADRIC Board shall end on the day of the annual meeting of AMIM that follows the date on which the representative ceased to be a member of the ADRIC Board.
Under the following circumstances the Board may, by two-thirds (2/3) vote of the Directors present and voting, remove from office any Director who has:
If a vacancy arises among the Directors for any reason, the Board may fill the vacancy for the balance of the vacating Director's term.
Officers shall be a President, Vice President, Corporate Secretary, Treasurer and Past President. The officers shall be elected from the Directors by the Board at the first Board meeting following the annual general meeting.
The term of office for each of the officers shall be two years or until their successors take over. No person shall be eligible to hold the same office for more than two consecutive terms.
The President shall, subject to the authority of the Board, manage the affairs and operations of AMIM. The President shall preside, when present, at all meetings of the Board and of the members. The President shall perform such other duties as required by the Bylaws and as determined by the Board.
In the absence or inability of the President, the Vice-President assumes the duties and powers of the President. The Vice-President shall perform such other duties as may from time to time be determined by the Board.
The Secretary shall:
The Treasurer shall:
The Past President shall be the most recent past president able and willing to serve in this role. The Past President shall be a Director and a member of the Board. The Past President shall chair the Nominating Committee and shall perform such other duties as are required by the Board.
Certain specific duties of the Secretary and Treasurer may be delegated from time to time to staff of AMIM under the supervision of the officer.
The Board may, by two/thirds (2/3) vote of the Directors present and voting, remove any officer from office.
ARTICLE VIII - Professional Staff
The Board may, from time to time, employ one or more staff members to carry out duties as assigned by the Board. The staff member(s) will be responsible to the President and ultimately to the Board of Directors.
Standing committees shall be as follows:
The costs of all standing committees shall be clearly identified in the annual budget of AMIM.
Ad hoc committees may be established by the Board. If the terms of reference are not included in the motion to establish an ad hoc committee, the committee shall draw up its own terms of reference and submit these to the Board for approval.
Standing and ad hoc committee chairs shall be appointed by the President and ratified by the Board.
All standing committee members shall be appointed for a one year term by the chair with the approval of the President. Ad hoc committees shall be appointed for specified terms not to exceed one year, subject to extension on approval of the Board. The President shall be an ex-officio member of all committees with the exception of the nominating committee.
The annual general meeting shall be held at such time and place in Manitoba each year as the Board may determine.
A Special meeting of members may be called by the President or by resolution of the Board, and shall be called upon the written request signed by ten (10) members in good standing.
Notice of member meetings shall be given to all members at least twenty-one days prior to the meeting. Notice may be in the form of an announcement in the AMIM newsletter or by electronic communication. Notice of a special meeting shall include the reason for the meeting.
Quorum at a member meeting shall be not less than fifteen members present or represented by proxy duly appointed.
All meetings of AMIM shall be conducted in accordance with the most recent edition of Robert's Rules of Order Newly Revised, except when they are in conflict with the Bylaws or special rules of order that AMIM may adopt.
ARTICLE X1 - Finance, Dissolution, Indemnification and Notice Requirements
The fiscal year of AMIM shall be from January 1 to December 31.
An audited statement of the accounts of the past financial year shall be prepared for approval at the annual general meeting. A qualified accountant or an audit committee shall be appointed at the annual general meeting to audit the accounts at fiscal year end. The Board shall have the power to appoint an alternative in the event that the appointee is unable to continue providing this service between annual general meetings.
Except as hereinafter provided, no officer, Director or member of any committee shall receive any remuneration for duties performed in carrying out their respective Board functions on behalf of AMIM, but may be reimbursed for reasonable expenses incurred. The Board may award special remuneration to any officer, Director or employee for special services undertaken on behalf of AMIM other than routine work ordinarily required.
Every Director and officer of AMIM and their heirs, executors and administrators shall be fully indemnified and saved harmless from and against all claims of any kind arising in any manner from their activities on behalf of AMIM.
In the event of dissolution of AMIM, its assets, after payment of or provision for its liabilities, shall be distributed or disposed of to one or more non-profit organizations in Manitoba having a similar objective to AMIM, or a registered charity in Manitoba, as determined by the Board.
Procedures for notification shall be as established by the Board unless otherwise specified in the Bylaws.
ARTICLE XII - Amendment of Bylaws
Amendments to these bylaws may be proposed by a majority of the Board, or through it, on petition of ten members. All proposed amendments must be submitted to the Board in writing at least 45 days prior to the annual general or special member meeting at which it will be considered.