Charter & Privacy Policy

MALVERN RED AND BLACK SOCIETY

CHARTER

As approved by the Board of Directors, November 16th, 2004

Part I- Founding Articles

1)      Name

MALVERN RED AND BLACK SOCETY

2)      A Statement of Purpose or Vision

KEEPING MALVERNITES IN TOUCH

3)      MissionStatement

TO FOSTER CONNECTIONS AMONG THE PAST, PRESENT, AND FUTURE MEMBERS OF THE MALVERN C.I. COMMUNITY IN ORDER TO PRESERVE AND ENHANCE THE MALVERN SPIRIT.

4) Guiding Principles (Values)

Our main goal is to promote, develop and maintain connections among all members.

Our work will be focussed for the benefit of all Malvernites- past, present and future.

We welcome into our membership graduates, students who attended MCI, former and present teachers and staff, and friends of MCI (parents, family members, interested community members).

We are an independent organization, both financially and operationally. We work in harmony with the school administration but are not subject to their direction.

We operate on the highest standards of openness and transparency. Members are welcome to scrutinize our operations.

5) Goals (Objectives)

5a) Society Goals

1)      To establish mechanisms to promote and enhance the communications and interactions among Malvern Red and Black Society members.

2)      To establish an archival room within MCI for the collection, preservation and display of Malvern artefacts and records.

3)      To serve as a focal point for the promotion and coordination of Malvern reunions and other events of interest to MRBS members.

4)      To support social activities that facilitate and enhance interactions among MRBS members;

5)      To undertake selected project fund raising activities in collaboration with MCI administration for the benefit of current and future Malvern students.

6)      To support any reasonable project that promises to improve the quality of life for students, staff and alumni.

7)      To maintain an MRBS website.

8)      To distribute a MRBS newsletter regularly to members, to share news from Malvernites everywhere.

5b) Administrative Goals

1)      To create an organizational structure administered by a Board of Directors, drawn from MRBS members, who will initiate and promote activities consistent with our Charter.

2)      To promote awareness of the Society’s goals and achievements within the Malvern community.

3)      To serve as a liaison between Society members, the MCI administration and the Parent Council.

4)      To gain the enthusiastic support of each MCI graduating class – before, and as they leave Malvern.

5c) Strategic Direction

We will become a society of the highest calibre and prestige, a community built upon the common connection with Malvern Collegiate Institute. Our members will connect to make merry, share history and make new memories to enjoy. We will provide opportunities for our members to make their involvement with life at Malvern C.I. one of their richest experiences. We will do this in a spirit of collegiality, with a commitment to having fun. Our Society will grow to a membership and activity status that makes it a renowned, vibrant contributor to life in the Malvern C.I. community, wherever its members reside.

Part II- Bylaws Relating to the Transaction of Affairs

CONTENTS

Introduction

Board of Directors

Fiscal Matters

Duties of Board Members

Advisory Council

Decade Coordinators

Committees

General Membership & Elections

I. INTRODUCTION

DEFINITIONS

‘MRBS’, ‘organization’, ‘Society’ ‘we’ ‘us’ and/or ‘our’ means the Malvern Red and Black Society.

‘Malvern’, ‘Malvern Collegiate’ and ‘MCI’ all refer to Malvern Collegiate Institute 55 Malvern Avenue Toronto, Ontario Canada M4E 3E4.

Eligible Member- any present or former MCI student, present or former MCI staff member and interested member of the MCI community.

Member- any eligible member who submitted a registration by mail or on-line for the purposes of attending the Malvern Collegiate 2003 Centennial Reunion. After theReunion, members are those who submitted a membership registration to the MRBS for which receipt has been confirmed by the Board of Directors.

Malvern 2003 Centennial Reunion Committee- all affairs and information entrusted to the Centennial Reunion Committee has been entrusted to the MRBS. MRBS will assume consent is given to maintain this personal information unless a member indicates otherwise.

‘They’ ‘them’ and/or ‘their’ may refer to both singular and/or plural.

HEAD OFFICE

The Head Office of the Organization shall be at Malvern Collegiate Institute,55 Malvern AvenueToronto,OntarioM4E 3E4, or as the directors may from time to time determine.

ORGANIZATIONAL STRUCTURE

The structure of the MRBS will be composed of these main bodies:

Board of Directors

Advisory Council

Standing Committees

Members

Specific details regarding each will be described in the following sections.

II. BOARD OF DIRECTORS

BOARD OF DIRECTORS

A Board of seven directors, each of whom at the time of their election or within ten (10) days thereafter and throughout their term of office shall be a member of the Organization, shall manage the Affairs of the Organization.

The positions of the Board and terms of  office will be as follows:

President, 2 years

Vice-President,  2 years

Treasurer, 1 year for 2005-2006 term only, to be changed permanently to a 2 year term thereafter

Secretary, 1 year for 2005-2006 term only, to be changed permanently to a 2 year term thereafter

Members-At-Large (3 total): 2 positions serve 2 years; 1 position 1 year for 2005-2006 term only, to be changed permanently to a 2 year term thereafter.

Directors shall serve the length of the position term, or until their successor shall have been elected and qualified. A director can only hold one Board position during a given term. Each year (as terms expire) elections as part of an Annual General Meeting shall be held to fill expired positions. All Members of the Society may vote at such annual elections.

To qualify, each director shall be eighteen (18) years of age or older.

The Board, by resolution passed by at least two-thirds of the Board votes cast, at a Board meeting of which notice specifying the intention to pass such resolution has been given, may remove any director before the expiration of their term of office and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of their term.

Additional Board positions may be added from time to time as approved by the Board. Such actions will require a bylaw amendment to pass, requiring a two-thirds approval by the Board of Directors.

SPECIAL PROVISIONS FOR 1ST & 2ND TERMS OF BOARD OF DIRECTORS 2004-2006

To facilitate the founding of the organization, the term for the first Board of Directors isMay 24, 2004toMay 24, 2005only. The entire Board will retire after thisMay 24, 2005date. All directors are eligible to stand for re-election.

To establish the organization’s long-term goal of establishing November 1st (see ‘Annual Election Procedures’) as our normal Board election date, the time period for the Board positions for this one term only (2005-2006) will be set as May 24, 2005 to November 1, 2006. Any two-year position elected on May 24, 2005 will run until November 1st, 2007.

RULES GOVERNING TERM OF OFFICE FOR BOARD MEMBERS

In order to ensure good government, the members of the Board shall serve not more than six (6) consecutive years, however the terms of office may add to this total. At such time the Board member or members must step down for a period of not less than 12 months before qualifying to run again for election.

The President and Vice-President shall serve not more than two (2) consecutive two-year terms of office (i.e. 4 years).

Any change to these term limits requires a by-law amendment to pass, requiring a two-thirds approval of the Board.

If because of extenuating circumstances and with a majority approval by the Board, term allowances for any Board member can be extended for one (1) year.

VACANCIES, BOARD OF DIRECTORS

Vacancies on the Board of Directors, howsoever caused, may so long as the quorum of directors remain in office, be filled by the directors from among the qualified members of the Organization, if they shall see fit to so do. The Board may also choose to elect a MRBS member to fill this vacancy. Such newly elected Board members shall hold their position for the normal term duration for that position.

Otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.

QUORUM AND MEETING, BOARD OF DIRECTORS

A majority of 50% + 1 of the current directors shall form a quorum for the transaction of business.

Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.  No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence.

Directors’ meetings may be formally called by the President or Vice-President or by the Secretary on the direction of the President or Vice-President or by the Secretary on direction in writing or by email, from two directors.

A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the Organization.  The directors may consider or transact any business either special or general at any meeting of the Board.

All members are invited to attend Board meetings but in the transaction of business during the meeting they will not be given a forum to speak unless this was arranged in advance by the Board, or are invited to speak by the Board during the course of the meeting.

There will be a minimum of six (6) meetings during the year. Meeting dates shall be confirmed at the end of each previous meeting. Meetings called on shorter notice shall be called ‘emergency’ meetings and all actions undertaken, and all motions passed must be ratified at the next Board meeting.

Notice of meetings shall be telephoned, emailed or posted on the Society’s website not less than five (5) days before the scheduled meeting date.

Motions of meeting adjournment shall require the support of the majority of the Directors present.

No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting.

VOTING, BOARD OF DIRECTORS

Questions arising at any meeting of directors shall be decided by a majority of votes, unless otherwise stated elsewhere in the Charter. In case of a tie in votes, the President, in addition to their original vote, shall have a second or casting vote.

Amendments to by-laws shall require a two-thirds affirmative vote of the Board, unless otherwise stated elsewhere in the Charter.

All votes in such meetings shall be taken by ballot, if so demanded by any director present, but if no demand is made, the vote shall be taken in the usual way, by verbal assent or dissent.

A declaration by the President that a resolution has been carried and entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact. Then no proof of the number or proportion of the votes recorded in favour of or against such resolution is required.  In the absence of the President, the Vice-President and in the Vice-President’s absence, such other director of the Board may be from time to time appointed for the purpose, to perform the President’s duties.

Voting on business transactions will be conducted only during scheduled Board of Directors meetings. All actions undertaken and motions passed during ‘emergency’ meetings and/or by electronic email must be ratified at the next Board meeting, and included in the Minutes. This is exclusive of annual election voting.

In the event that the Board is unable to meet in person, then the President may issue a Motion through the on-file email address of the Board of Directors for their consideration. The President will have included the Mover and Second of the Motion. Board members will be given sufficient time to contact the Mover on the intent of the Motion. After two business days of the motion being set, the President will then call for a vote via email. All members of the Board will be informed by telephone that an electronic vote is forthcoming and to check their email account that is on file with the MRBS. If the vote cannot be emailed back, a fax will suffice. Board members will have twenty-four (24) hours to respond. No response by a Board member will be deemed to be an abstention from the vote.

RIGHTS AND DUTIES OF THE BOARD OF DIRECTORS (BOD) & ITS MEMBERS

The BOD may administer the affairs of the Organization in all things and make or cause to be made for the Organization, in its name, any kind of contract which the Organization may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Organization is authorized to exercise and do.

Without in any way derogating from the foregoing, the directors are expressly empowered from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warranties, options and other securities, lands, buildings and other property, moveable or immovable, real or personal or any right or interest therein owned by the Organization, for such consideration upon such terms and conditions as they may deem advisable.

The BOD will:

1)      Act jointly and severally as agents of the MRBS.

2)      Receive all petitions from members or duly appointed representatives to act on these petitions with due diligence in a reasonable time devised by the Board; to report on these petitions and any actions at the next meeting of the Board.

3)      Supervise the hiring and dismissal of all paid employees of the MRBS;

4)      The President, Vice-President and Treasurer will serve as signing officers in all financial transactions, with all cheques requiring the signatures of two of the three signing officers.

5)      Appoint Decade Coordinators, Advisory Council members, and Chairs of Standing Committees.

6)      Establish such standing and ad hoc committees of the Board as are necessary for the proper functioning of the Board of Directors and MRBS.

7)      Appoint new Advisory Council members when vacancies arise. These temporary appointments remain valid only until the appointment term would normally expire in accordance with the bylaws.

8)      When Board positions become vacant, the remaining Board members will elect an MRBS member to fill this vacancy. Such newly elected Board members shall hold their position for the normal term duration for that position.

9)      Subject to a majority Board vote, an ad hoc Committee may be dissolved before the expiration of its term at any regular Board meeting. Notice of such intention must be given in advance of such meeting.

10)  The Board cannot dissolve standing Committees as such, but subject to a majority Board vote, standing and ad hoc committee Chairs and/or members may be changed or dismissed at any regular Board meeting. Notice of such intention must be given in advance of such meeting.

11)  Strike an ad hoc committee to investigate any alleged improprieties in the activities of the Board or Advisory Council, or its members. If the questionable action does not stop as a result of the investigation, then the Board of Directors shall decide on the resolution of this matter.

12)  BOD members agree not to miss more than three Board meetings per year without a valid reason being given to the other Board members.

13)  Give written notice to the Board in advance of intent to vacate their position when possible.

14)  The directors shall receive no remuneration for their service to the Board.

III. FISCAL MATTERS

FISCAL POLICIES

The Society shall raise its operating capital from monetary gifts, from interest on investments, from fund-raising activities, from advertising on our website and newsletters, or other media, from sponsorship, in-kind donations and every other revenue generating opportunity, but will not seek to act as a profit-making organization.

The Society shall strive to maintain at all times a reserve fund equal to the basic minimum operating expenses of the Society for six (6) months, so as to ensure the continuation of the Society.

The organization’s fiscal year shall end at the close of business on June 30th each year.

FINANCIAL TRANSACTIONS

All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Organization, shall be signed by two of the three Society Signing Officers of the Board, and they alone may endorse notes and drafts for collection or account of the Organization to its bankers and endorse notes and cheques for deposit with the Organization’s bankers for the credit of the Organization or the same may be endorsed “for collection” or “for deposit” .  The Signing Officers may arrange, settle, balance and certify all books and accounts between the Organization and the Organization’s bankers and may receive all pay cheques and vouchers and sign all the bank’s forms or settlement of balances and for lease verification slips.

DEPOSIT OF SECURITIES FOR SAFE-KEEPING

The securities of the Organization shall be deposited for safekeeping with any one or more banks, trust companies or other financial institutions to be selected by the board of directors.  Any and all securities deposited may be withdrawn, from time to time, only upon the written order of the Organization and signed by two of the three Signing Officers of the Board. The institutions which may be so selected as custodians by the BOD shall be fully protected in acting in accordance with the directions of the BOD and shall in no event be liable for the due application of the security so withdrawn from deposit or the proceeds thereof.

DUES

There shall be no fees or fees payable by members except, and unless, if from time to time a fee is fixed by unanimous approval of the Board of Directors. Such a vote shall become effective only when confirmed by a majority approval vote of the members at the next Annual General Meeting.

IV. DUTIES OF BOARD MEMBERS

DUTIES OF PRESIDENT AND VICE-PRESIDENT

The President shall, when present, preside at all meetings of the members of the Organization and of the Board of Directors.  The President shall also be charged with the general management and supervision of the affairs and operations of the Organization.  The President with the Vice-President or other officer appointed by the Board for the purpose shall sign all by-laws.  During the absence or inability of the President, the Vice-President may exercise these duties and powers. If the Vice-President or any other the Board member, who may from time to time be appointed for this purpose, exercises any such duty or power, the absence or inability of the President shall be presumed in preference thereto.

DUTIES OF SECRETARY

The Secretary shall be clerk of the Board of Directors.  They shall attend all meetings of the Board and Directors and record all facts and minutes of all proceedings in the books kept for that purpose.  They shall give all notices required to be given, to members and to directors.  They shall be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to the Organization and shall present to the BOD any documentation only when authorized by a resolution of the Board of Directors, and to such person or persons as may be named in the resolution. They shall perform such other duties as may from time to time be determined by the BOD. In the absence of the Secretary from any of the BOD meetings, the President may appoint another director present at the meeting, to record the minutes and to deliver such document to the Secretary.

DUTIES OF TREASURER

The Treasurer, or person performing the usual duties of a Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Organization in books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Organization in such bank or banks as may from time to time be designated by the Board of Directors.  They shall disburse the funds of the Organization under the direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors at the regular meetings thereof or whenever required, an account of all transactions as Treasurer, and of the financial position of the Organization.  They shall also perform such other duties as may from time to time be determined by the Board of Directors.

DUTIES OF OTHER OFFICERS

The duties of all other officers of the Organization shall be such as the terms of their engagement call for or the Board of Directors requires of them.

EXECUTION OF DOCUMENTS

The President and Vice-President exclusively and together, shall sign deeds, transfers, licenses, contracts and engagements on behalf of the Organization. Notwithstanding any provisions to the contrary contained in the by-laws of the Organization, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, these business matter s of the organization may or shall be executed.

BOOKS AND RECORDS

The directors shall see that all necessary books and records of the Organization required by the by-laws of the Organization or by any applicable statute or law are regularly and properly kept.

IV. ADVISORY COUNCIL

ADVISORY COUNCIL

The Advisory Council will be appointed by the Board of Directors to act in a consultative, non-voting capacity to the Board. It is composed of:

Decade Coordinators: 1903-1939,  1940s,  1950s,  1960s, 1970s,  1980s,  1990s to present (maximum two positions per Decade)

Staff Liaison Coordinator (for former and present staff) (two positions maximum)

Society lawyer

Society Accountant

From time to time additional positions may be added to the Council requiring majority approval of the Board.

RIGHTS AND DUTIES OF THE ADVISORY COUNCIL

Are appointed by the Board for a one-year term (renewable).

Must be currently acting Decade Coordinators, Staff Liaison Coordinator, Society Lawyer and/or Accountant.

Are invited to attend all Board meetings and are copied on the Meeting Minutes.

Must review the financial reports of the Society.

Provide technical advice to be provided on pro-bono basis as required by the Board.

V. DECADE COORDINATORS

DECADE AND STAFF LIAISON COORDINATORS

They are appointed by the Board of Directors to serve as representative for each Decade entitled to representation. Such duties may be carried out by more than one person. Decade Coordinator Positions:

1903-1939

1940s

1950s

1960s

1970s

1980s

1990s to present

Staff Liaison  (former and present staff)

RIGHTS AND DUTIES OF DECADE COORDINATORS

Up to two Coordinators per Decade will be appointed by the Board to serve a one-year term on the Advisory Council (renewable). One Coordinator per decade is appointed by the Board each year to serve for one year on Membership Committee (renewable).

Decade Coordinators will:

1)      Act as the liaison between members from their decade and the Board.

2)      Reply on a timely basis to inquiries, complaints and requests for changes/deletions in membership status from members from their decade.

3)      Serve as the liaison between the MRBS and members from their decade regarding any Privacy issues.

4)      Be entitled to serve on Board of Directors and/or on any committee.

5)      As required by the Board, complete required work in contacting MRBS members from their decade to undertake such work as: recruiting volunteers, updating email addresses and postal addresses, soliciting news on members, and/or other duties as may arise.

6)      Inform the Database Coordinator and Membership Committee Chair on additions and/or deletions to the MRBS Membership List. Ensure the completion of such work and its accuracy.

7)      Keep mailing and email lists current.

VI. COMMITTEES

STANDING COMMITTEES

Standing Committees to include and committee membership to include at least, but necessarily limited to, these individuals listed:

Legal

-President

-Lawyer

-Accountant

Communications

-website coordinator

-dbase coordinator

-Newsletter editor

-Secretary

-member, Membership Comm.

Finance

-Treasurer (chair)

-Accountant

Events

-member, Communications Committee

Archives

Membership

-Decade & Staff Coordinators*

-member, communication committee

Long-term Planning, Nominations & Elections

*One per decade + one staff liaison coordinator

RIGHTS AND DUTIES OF COMMITTEES AND COMMITTEE MEMBERS

The Board will provide a written mandate to newly activated Standing and Ad Hoc committees.

Standing Committees shall report to the Board on a timely basis. At Board meetings, standing committees shall explain any progress or issues for the Board.

Committee activities & plans are subject to approval by the Board.

Ad hoc committees of the Board shall report at every Board meeting.

Ad hoc committees serve only a reporting function for the Board.

Standing Committees have no ability to legally bind or commit the MRBS or act as its agent, unless empowered by the Board to do so.

The President is a non-voting member of all committees, and cannot be a Committee Chair.

Committee Chairs are to be appointed by the Board.

Any Board member (except the President) can be a Committee Chair.

Committee Chairs are not obligated to serve on the Board.

Society Accountant and Lawyer participate and/or provide pro bono services to Legal and Finance Committees.

POWERS AND OBLIGATIONS/DUTIES OF COMMITTEES

Legal

1)      Prepare all legal papers  of  MRBS

2)      Prepare a summary of the terms of operation of the Society under the constraints of the Privacy Act and MRBS Privacy Policy.

3)      Review Privacy issues with Society lawyer (on a pro bono basis) to construct legal means of using member database for the purposes of communication with members.

4)      Advise on Board member legal liability issues

5)      Advise on any legal matters that may arise from time to time, relevant to the activities of the Society and the Board.

Communications

1)      The President, Vice-President, Database Coordinator and Communications Committee Chair have full access to the complete database. Decade Coordinators will be provided with access to their decades’ member database only. The President, Vice-President, Website Coordinator and Communications Committee Chair have full access to the website. There will be no further distribution of such means or access, beyond these people, unless approved by the President. All parties are subject to the MRBS Privacy Policy and Privacy Act.

2)      Develop and maintain an MRBS web site.

3)      Solicit news on members, meetings, events, etc. for posting on the Society website.

4)      Develop promotional materials to meet the goals of the Society, including a Society Brochure for the Malvern Guidance office to distribute to all students graduating/leaving Malvern.

5)      Committee Chair to appoint Newsletter editor, who is then responsible for all facets of newsletter preparation and is accountable to Committee Chair.

6)      Newsletter content to be approved by Board, prior to publication.

Finance

1)      In consultation with President, develop means of securing funds to cover Society operating expenses.

2)      Maintain all required accounting records in a manner consistent with a charitable organization.

3)      Prepare all required accounting statements for Board meetings and tax forms in a manner consistent with a charitable organization.

4)      Maintain Society bank accounts and income/disbursement records.

5)      Provide financial services to Decade Coordinator events.

6)      Recommend an auditor for approval by the BOD and general membership at the Annual General Meeting (AGM).

Events

1)      Develop fund raising strategies for specific projects subject to approval by the Board so as to complement the mandate of the Malvern Foundation.

2)      Promote and coordinate all events that fall within the purview of the MRBS.

3)      Serve as an oversight review group to recommend events proposed by Decade Coordinators, or any other alumni, which are undertaken under the umbrella of the MRBS.

4)      Work with the Communications Committee and Treasurer, to promote all Society events.

Archives

To preserve our MCI heritage by:

1)      Storing our current archival materials safely in a designated area.

2)      Documenting our collection (recording all items and listing donors).

3)      Expanding collection by seeking additional items.

4)      Establishing biographical files on Malvernites.

5)      Repair of MCI War Memorial.

6)      Encourage current staff and students to consult the archives for research and to promote their active involvement in the preservation process.

7)      Training volunteers in related archival work.

8)      Producing a database and hardcopy of archival collections.

9)      Developing Outreach connections with the Home & School Association, Royal Canadian Legion, local churches, community organizations and businesses.

10)  Displaying information on the MRBS website.

11)  Preparing Speakers’ Resource List.

12)  Develop an Archival Policy for MCI in conjunction with the school administration.

13)  Maintain a professional working relationship with the Toronto District School Board Archives.

Membership Committee

1)      Maintain an up-to-date database.

2)      Solicit new members from past and present graduates and former student lists.

3)      Provide Decade Coordinators with updated member lists and contact information for their specific decade only, subject to the MRBS Privacy Policy and Privacy Act.

4)      Liaise with Society members to solicit ideas on events and how to link up members with each other.

Long-term Planning, Nominations and Elections

1)      Review and recommend amendments to by-laws, Guiding Principles (Goals, Objectives), Privacy Policy once every five years, or as changing circumstances dictate.

2)      Have sole planning responsibility for Annual General Meeting/Annual elections.

3)      Coordinate, conduct and supervise all activities pertaining to completion of Annual Elections and Annual General Meeting according to guidelines set out in  ‘Annual Elections Procedures’.

VII. GENERAL MEMBERSHIP & ELECTIONS

THE GENERAL MEMBERSHIP OF MRBS

The membership shall consist of all eligible members who submitted a registration to attend the Malvern Collegiate May 24, 2003Centennial Reunion. After theReunion, a member is any eligible individual who has submitted a membership registration and the BOD has confirmed receipt.

In case of resignation, the member shall remain liable for payment of any assessment or other sum levied or which became payable by them to the Society prior to acceptance of their resignation.

A meeting of the Members is distinct from and should not be confused with a BOD meeting.

ANNUAL GENERAL (AGM) AND OTHER MEETINGS OF MEMBERS

The AGM or any other meeting of the members shall be held at the Office of the Organization or elsewhere inOntarioas the Board of Directors may determine and on such day as the said directors shall appoint.

The date for the Annual General Meeting of members will be set for date as close as can be arranged for November 1st each year.

At every AGM, in addition to any other business that may be transacted, the report of the Directors, financial statement and the report of the auditors shall be presented. Board of Director elections (for any position whose term is expiring) will be completed and auditors will be appointed for the next ensuing year and the remuneration of the auditors shall be fixed. The appointment of auditors will be approved by a majority vote of the membership.

The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.

The President or Vice-President shall have the power to call at any time a general meeting of the Members of the Organization.  No public notice or advertisement of members’ meetings, shall be required, but notice of the time and place of every meeting shall be given to each member by sending notice by any one of the following means: email, mail, telephone call, or by posting on the Society website. Notification will be given fourteen (14) days before the time fixed for the holding of such members’ meetings.

Quorum, for meeting of members, for the transaction of business at any meeting of the members, shall consist of four (4) directors and twenty (20) members.

VOTING OF MEMBERS, MEETINGS OF MEMBERS

Each member shall at all meetings of members be entitled to one vote on any matter of business requiring a vote.

At all meetings of members every question shall be decided by a majority of the votes of the members present.  Every question shall be decided in the first instance by a show of hands unless any member demands a poll.  Unless a poll is demanded, a declaration by the President that a resolution has been carried or not carried and an entry to that effect in the minutes of the Organization shall be admissible and evidence as prima facie proof of the fact. No proof of the number or proportion of the votes accorded in favour or against such resolution shall be necessary.

The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes given by the members present and such poll shall be taken in such a manner as the President shall direct, and the result of such poll shall be deemed the decision of the Organization and general meeting upon the matter in question.

In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the President shall be entitled to a second or casting vote.

ANNUAL ELECTION PROCEDURES

Election date to be set as the day of the organization’s AGM, for which every effort will be made to set this AGM date for November 1st each year, or as close as is possible as can be scheduled.

Mail, as the budget allows, and/or mass email to the Membership-At-Large by September 1st each year to announce a Call for Nominations and will include the names of Members who have already agreed to stand.

Any Member may volunteer to be considered for election, without being nominated.

Nominations are closed on October 1st. After this date, all nominees will be posted on our website on a web ballot for voting purposes, or sent by mail/facsimile (fax), if possible, for those without email access.

Cut-off date for receipt of advance polling (by mail/fax/email) is October 15th. After October 15th advance polls are closed, and the results will remain sealed. At the AGM members who have not voted may do so in-person at the AGM.

Elections Committee to have exclusive access to voting results, to confirm validity of submitted votes and to count votes. The Committee will submit these advance votes into results at the AGM.

All members are eligible to vote in the annual elections, subject to the deadlines above. Each member may complete one ballot.

Results will be posted as soon as possible thereafter on the MRBS website, and announce the newly elected members and their positions on the Board of Directors.

ADJOURNMENTS

Any meetings of the Organization or of the directors may be adjourned to any time and from time to time and any such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from such adjournment took place.  No notice shall be required of any such adjournment.  Such adjournment may be made notwithstanding if a quorum is present.

NOTICE & ERROR OR OMISSION IN NOTICE

1) No error or omission in giving notice of any AGM or other general meeting or any adjourned meeting of the members of the Organization shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meetings and may ratify, approve and confirm any or all proceeding taken or had thereat.  For the purpose of sending notice to any member, director, or officer for any meeting otherwise, the postal address, email address, and/or fax number for the member, director or officer shall be his last postal address or email address reported on the books of the Organization.

2) Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the By-laws or otherwise given to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or delivered to the last recorded postal address, email address, phone number or fax number on record with the MRBS. Such communication may be considered as delivered if mailed to them, emailed, or sent by fax at their last recorded address.

3) A notice of delivery shall be deemed to be given when it is delivered personally or at the recorded address, email address or fax number as aforesaid. Notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by email or fax communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch.  The Secretary/Treasurer may change or cause to be changed the recorded address of any member, director, officer or auditor in accordance with any information believed by that person to be reliable.

Part III- Privacy Policy

This Privacy Policy (the “Policy”) governs all aspects of how the Malvern Red and Black Society (“MRBS”, “We”, “Us”, “Our”) collects, uses, maintains and discloses personal information from all users (“Users”, “You” or “Your”) of this website.

MRBS Values Your Privacy

MRBS is committed to protecting the confidentiality of all information entrusted to it by Users.  MRBS has prepared the Policy to inform Users of our policy and practices concerning the collection, use and disclosure of Personal Information.

Personal Information That MRBS Collects

MRBS, from time-to-time, may collect personally identifiable information (“Personal Information”) from Users.  This includes name, maiden name (if applicable), address, phone numbers, email addresses, year of graduation and status as former student or staff, that You provide, information collected electronically about how You use our website (e.g. by tracking the number of unique pageviews received by the pages of the website) or via cookies.

“Cookies” are files or pieces of information that may be stored in your computer’s hard drive when you visit our website.  Cookies are also used to remember that you may have already provided Personal Information to us and as a result, they help speed up your future activities when accessing our website.  The cookies are persistent cookies and reside on the Your Internet Browser. MRBS does not share Personal Information obtained through cookies with any third parties.   Most Internet browsers are initially set to accept cookies.  If you do not wish to accept cookies, You can set Your Internet browser to refuse cookies or to alert you when cookies are being sent.

In addition to Personal Information you provide and cookies, MRBS may collect other information about your visits to our website. For example, We may collect information about Your computer, such as Your IP address (a number assigned to Your computer whenever You surf the World Wide Web); the type of Internet browser You are using; the type of computer operating system You are using; or the domain name of the website from which You linked to our website.  This information will not be linked to Your Personal Information and will only be collected in the aggregate in connection with all the Users of our website for planning, forecasting and/or evaluation purposes.

Occasionally MRBS may conduct surveys of its membership for specific purposes.  The purposes of the surveys and the use of the information provided by the participants will be communicated before any survey is done.  If you add yourself to the alumni database, or otherwise submit information to Us, You should be aware that this information would be publicly accessible.  Be aware that:

To prevent unsolicited e-mail, Your email address will not be publicly viewable on this website.  If users choose to email You via this website, they will not see Your email address;

Information in Our database will never be sold, given away, or otherwise distributed to any party not involved in the maintenance of this website;

Specific reports or analyses may be divulged publicly, but will contain only aggregate information that will not identify any individuals without their express and specific permission;

Only authorized personnel have access to the full database contents.

Please note that this Policy does not cover aggregated data from which the identity of an individual cannot be determined.  MRBS retains the right to use aggregated data in any way that it determines appropriate.

MRBS has no control over the content of third party websites that may be identified on the MRBS website or, if applicable, accessed through hyperlinks.

Your Consent

Your provision of Personal Information to MRBS means that You agree and consent that MRBS may collect, use and disclose Your Personal Information in accordance with this Policy.  If You do not agree with these terms, You are requested not to provide any Personal Information to MRBS.  Certain services can only be offered if You provide Personal Information to MRBS.  Consequently, if you choose not to provide us with any required Personal Information, MRBS may not be able to offer you certain services.

If You do not wish to receive information regarding the products and services offered by MRBS and its trusted affiliates, independent contractors and business partners please send an email to the person indicated at the end of this Policy.

How MRBS Uses Personal Information

MRBS may, from time-to-time, use Personal Information collected through this website for the purpose of facilitating communication between MRBS and you.  Specifically, the information will be used on mailing lists for the distribution of newsletters, specific MRBS promotional materials and/or announcements.

MRBS’ use of Personal Information is limited to these purposes.  Unless permitted by law, no Personal Information about a User is collected, without first obtaining the consent of the individual to the collection, use and dissemination of that information.

Disclosure of Personal Information

MRBS will use all information collected from their Users for internal purposes only.

Please note that there are circumstances where the use or disclosure of Personal Information may be justified or permitted or where MRBS is obliged to disclose information without consent.  Such circumstances may include:

Where MRBS believes in good faith that the law requires it;

Where MRBS believes, upon reasonable grounds, that it is necessary to protect the rights, privacy, safety or property of an identifiable person or group;

Where it is necessary to protect the rights or property of MRBS and collect any money owing; or

Where the information is public.

Where obliged or permitted to disclose information without consent, MRBS will not disclose more information than is required.  MRBS does not sell or otherwise disclose to third parties any Personal Information that it has obtained.

Maintenance and Security of Personal Information

MRBS retains Personal Information about Users as long as MRBS believes it is necessary to fulfil the purpose for which it was collected.  Currently, MRBS holds the Personal Information in the City of Toronto.  Personal Information about Users that is maintained on our systems is protected using industry standard security measures.  However, We cannot guarantee that the information submitted to, maintained on, or transmitted from our systems will be completely secure and transmission of information over the Internet is susceptible to possible loss, misrouting, interception and misuse.

Access to Personal Information

MRBS provides individuals with access to Personal Information held about them.

If you believe that Your Personal Information on file is not correct, You may, request an update of that information by sending a request to Your MRBS Decade Coordinator.  MRBS reserves the right not to change any Personal Information but will append any alternative text the individual concerned believes appropriate.  An individual may also request that MRBS delete an individual’s Personal Information from MRCS’s system and records.  However, due to technical constraints and the fact that MRBS backs up its systems, Personal Information may continue to reside in MRBS’ systems after deletion.  Individuals, therefore, should not expect that their Personal Information would be completely removed from MRBS’ systems in response to an accepted request for deletion.

MRBS reserves the right to decline access to Personal Information where the information requested:

a)      Would disclose the Personal Information of another individual or of a deceased individual;

b)      Is subject to solicitor-client or litigation privilege;

c)      Could reasonably result in:

i)        serious harm to the treatment or recovery of the individual concerned;

ii)      serious emotional harm to the individual or another individual; or

iii)    serious bodily harm to another individual;

d)      May harm or interfere with law enforcement activities and other investigative or regulatory functions of a body authorized by statute to perform such functions;

e)      Is not readily retrievable and the burden or cost of providing would be disproportionate to the nature or value of the information; or

f)       Does not exist, is not held, or cannot be found by MRBS.

Where information will not or cannot be disclosed, the individual making the request will be provided with the reasons for non-disclosure.  Where information will be disclosed, MRBS will endeavour to provide the information in question within a reasonable time and no later than thirty (30) days following the request.

MRBS will not respond to repetitious or vexatious requests for access. In determining whether a request is repetitious or vexatious, MRBS will consider such factors as the frequency with which information is updated, the purpose for which the information is used, and the nature of the information.

To guard against fraudulent requests for access, MRBS will require sufficient information to allow it to confirm the identity of the person making the request before granting access or making corrections.

Amendment of MRBS Practices and this Policy

This statement is in effect and was last revised as ofNovember 16th, 2004.  MRBS will from time to time review and revise its privacy practices and this Policy.  In the event of any amendment, an appropriate notice will be posted on this website.  Policy changes will apply to the information collected from the date of posting of the revised Policy to MRBS’ website as well as to existing information held by MRBS.

Questions

If you have any questions about the privacy practices of MRBS, or you wish to access Your Personal Information, please contact us.

Email: redandblack@malverncollegiate.com

Mail: Malvern Red and Black Society

c/o Malvern C.I.

55 Malvern Avenue

Toronto,Ontario

Canada     M4E 3E4

Hotline Phone: 416-393-8683

This Malvern Red and Black Society Charter was PASSED the 16th day of  November, 2004.

President

Vice-President

Secretary

Treasurer

Member-At-Large

Member-At-Large

Member-At-Large

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