TELEPHONE RETIREES ASSOCIATION OF MANITOBA INC.

 

CONSTITUTION

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1. NAME

The name of this organization is Telephone Retirees Association of Manitoba Inc. thereafter TRAM.

 

2. SCOPE

The scope of TRAM will generally be to provide input to any proposals or changes affecting retirees. This would include, but not limit to the MTS Pension plan, the Supplemental Health Group Insurance plan or the Term Life Insurance plan.

 

3. OBJECTIVES

The objective of TRAM is to protect the interest of Retirees, Beneficiaries and Former Employees by:

a) Serving as a representative voice to advocate on behalf of the members of TRAM on matters regarding retiree benefit services and to ensure the distribution of same is handled in a responsible, fair and equitable manner

b) Providing a medium for united action on any issue of common concern to retirees including:

i)  Advocating measures beneficial to retirees and potential retirees and;

ii) Opposing measures adverse to the interests of retirees and potential retirees;

c) Ensuring that members receive appropriate and timely communications of matters of importance;

d) Promoting changes and providing guidance and support to the Representative(s) serving on the MTS Pension plan, the Term Life Insurance plan, the Supplementary Health Insurance plan and any such other matters that may arise over time;

e) Developing a better understanding of the issues of concern to members and ensuring that there are qualified persons to represent retirees on matters affecting them;

f) Undertaking any other activity as approved by the membership in support of the above objectives.

 

4. MEMBERSHIP

A retiree shall be deemed to include:

a) Retired employees of MTS;

b) Spouses of deceased MTS employees;

c) Persons in receipt of a survivor benefit as defined pursuant to any retirement benefit package;

d) Former MTS employees.

e) Former MTS subsidiary employees

 

5. FEES

Annual membership fees will be determined by The Executive in accordance with the bylaws.

 

6. PRIVILEGES

Members in good standing are eligible to hold office and to vote at meetings.

 

7. OFFICERS

a) The affairs of TRAM will be managed by the six elected officers, as outlined in the Bylaws, and the immediate Past President, to be collectively referred to as "The Executive". The Executive will report to the membership at General Meetings.

b) The Officers of TRAM will be elected annually.

c) A vacancy occurring in any office may be filled by resolution at any meeting of The Executive.

d) A majority of members of The Executive constitutes a quorum for the transaction of business by The Executive.

 

8. BYLAWS

The Executive may recommend bylaws with regards to procedure, description of duties of office, removal of Officers, the number of votes required to pass resolutions, the formation and description of committees, the amendment of bylaws, or any other matter concerning TRAM, as long as such bylaws do not conflict with the objectives as outlined within the Constitution.

 

9. LIAISON

Where it is deemed in the best interests of the members, TRAM may participate with other organizations of retirees on matters of mutual interest. Participation shall be identified and subsequently ratified at a General or Special Meeting called for that purpose.

 

10. AUDITORS

The Executive will appoint by resolution at the Annual General Meeting, auditor(s) to review the financial records of TRAM.

 

11. NOT FOR PROFIT

No individual member of the TRAM, Executive or otherwise, is to receive any income or profit in any way from the activities of TRAM, except for repayment of reasonable expenses duly authorized by The Executive and properly incurred on behalf of TRAM.

 

12. APPROVAL

A simple majority of all members is required for the initial approval of this constitution and accompanying bylaws. Amendments to the constitution thereafter would require a two-thirds majority of members. Mail in ballots and/or proxy voting will be the medium normally used in obtaining: initial approval and subsequent approvals of amendments to the constitution as contained within the bylaws, including those present and all proxies or ballots.

 

13. DISSOLUTION

TRAM may be dissolved by two-thirds of the Membership votes cast, including all proxies, at a General or Special Meeting of members called for that purpose. On dissolution, any assets remaining after payment of all debts will be donated- to a charitable organization, as chosen by The Executive.

 

 

 

TELEPHONE RETIREES ASSOCIATION OF MANITOBA INC.

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BYLAWS

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1. HEAD OFFICE

The head office of the TRAM Inc. will be located in the City of Winnipeg, in the Province of Manitoba, and at such location as The Executive may determine.

 

2. EXECUTIVE

The Executive will consist of:

a)      President;

b)      First Vice President;

c)      Second Vice President;

d)     Secretary;

e)      Treasurer;

f)       Third Vice President (Added April 19, 2011)         and

g)      Immediate Past President

 

3. ELECTIONS

a)      Officers of TRAM will be elected at the Annual General Meeting by members present in person or by proxy. All Officers are elected for a term of one year and are eligible for re-election.

b)      Each officer shall hold office until the end of the annual meeting, (after the election) at which time the term of office terminates. The whole Executive shall be retired at each annual meeting.

c)      No one person is to hold more than one elected office at a time.

 

4. FISCAL YEAR

The fiscal year for TRAM will be from January 1st to December 31st.

 

5. GENERAL MEETINGS

a)      General meetings of TRAM will be held on an as required basis, with the exception of one meeting in the second quarter of the year, which will be called for the purpose of conducting the annual business of the TRAM.

b)      Questions/motions arising at any meeting of TRAM will be decided by a simple majority vote of the meeting quorum, including those present and all proxies. In the case of a tie, the chair of the meeting shall have a second or casting vote.

c)      Twenty-four members representing, in person or by proxy, ten percent of the membership will constitute a quorum required for the transaction of business by the TRAM membership.

d)     At each Annual Meeting, in addition to other business that may be transacted, an Executive Report, a Financial Statement and a Proposed Budget will be presented and Officers will be elected.

e)      The members of TRAM may consider and transact any business without notice at the General Meetings, providing there is a quorum. Any member, who wishes to have a motion considered at the Annual General meeting of TRAM, either by Agenda or Proxy, should submit the proposed motion, in writing, to the Executive before March 1st of the year to be included in the AGM mail-out.

 

6. EXECUTIVE MEETINGS

a)      Meetings of The Executive may be formally called by the President, Vice President(s), by any two Officers, or by the Secretary on direction of the Officers_ Notice of such meetings shall be either delivered, telephoned, or mailed to each officer not less than five days before the meeting is to take place. The declaration of the Secretary or the President that notice has been given pursuant to this bylaw shall be sufficient notice and conclusive evidence of the giving of such notice. The Executive may appoint a day or days in any month or months for regular meetings, at an hour to be named, and of such regular meeting a notice would not be required. A meeting of The Executive may also be held (without notice), immediately following the annual meeting: of TRAM.

b)      A simple majority of the Officers shall form a quorum for the transaction of business. The Executive may hold meetings at the head office of TRAM, or at any other place or places as determined. Format notice of any such meeting is not necessary if all of the Officers are present, or if those absent have signified their consent to the meeting being held in their absence. The Executive may consider or transact any business at any meeting.

c)      No errors or omissions in giving the notice for a meeting of The Executive shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meeting and any Officer may, at any time, waive notice of the meeting and may ratify any or all proceedings taken or had at the meeting.

 

d)     Questions arising at any meeting of The Executive shall be decided by a simple majority of the votes of The Executive members present. In the case of an equality of votes, the Chair of the meeting shall have a second or casting vote. All votes at any such meeting shall be indicated by a show of hands in favor or against. A declaration by the Chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence without proof of the number or proportion of the votes recorded in favor of or against such resolution.

 

7. REMOVAL

a)      The regular members of TRAM may, by resolution, passed by a simple majority of the votes cast at a General Meeting of which notice specifying the intention to pass the resolution has been given, remove any Officer before the expiration of the Officer's term of office, and will, by a simple majority of the votes cast at that meeting, elect any qualified TRAM member in the place of such Officer for the remainder of the term.

b)      The Executive of TRAM, by resolution may remove an officer for being absent (without being excused) from three consecutive Executive Meetings.

c)      The Executive of TRAM, by resolution may remove an officer should this person become involuntarily committed to an institution.

 

8. RESIGNATIONS

A notice in writing to TRAM is required, should an officer wish to resign prior to the completion of the term of office.

 

9. VACANCIES

Vacancies on The Executive, however caused, may, so long as a quorum of Officers remains in office be filled by The Executive from among the regular members of TRAM, if they see fit to do so. Otherwise, the vacancy shall be filled at the next Annual Meeting of the members, but if there is not a quorum of Officers, then the remaining Officers will call a meeting of the members to fill the vacancy.

 

10. AMENDMENT

The Executive may, by resolution, amend, repeal or re-enact any bylaw of TRAM and any amendment, repeal or re-enactment shall remain in effect until approved at the next General Meeting.

 

11. REMUNERATION OF OFFICERS

The Officers shall receive no remuneration for acting as Officers, but shall be entitled to compensation for any expenses incurred by them upon proof of such expenses.

 

12. COMMITTEES

The Executive may appoint working committees as it considers advisable, to carry out specific functions on behalf of TRAM.

 

13. POWER OF COMMITTEES

No committee is to have the power to act for, or on behalf of TRAM, or otherwise commit or bind TRAM to any course of action, unless specifically authorized by The Executive.

 

14. MEMBERSHIP ON COMMITTEES

Members on committees will be appointed by The Executive to either represent or support a representative, in the deliberations for assessing a particular benefit.

 

15. COMMITTEE REPORTS

All committee reports will be submitted as determined by The Executive.

 

16. DUTIES OF THE PRESIDENT AND VICE-PRESIDENTS

a)      The President shall, when present, preside at all meetings of the members of TRAM and The Executive. The President, subject to the authority of The Executive, shall have general supervision of the affairs and business of TRAM.

b)      The President, with the Secretary, or other Officer as appointed by The Executive will sign all bylaws. The President will be an ex-officio member of all committees. The President shall perform such other duties as may be determined by the Executive. During the absence or inability of the President, the Presidents duties and powers will be exercised by the first Vice President or the second Vice President if the first Vice President is not available.

c)      The Vice Presidents shall perform other duties as determined by the Executive.

 

17. DUTIES OF THE SECRETARY.

a)      Attends all meetings and records alt facts of the proceedings as minutes in a ledger kept for this purpose.

b)      Distributes all minutes of meetings to The Executive and provides availability to the TRAM members at large; provides for individual publications and distribution of pertinent information as directed by The Executive.

c)      Issues all notices of meetings to Members and Officers as directed by The Executive and perform such other duties as determined by The Executive.

 

18. DUTIES OF THE TREASURER

a)      Presents a budget for approval of the membership at the beginning: of each fiscal year.

b)      Tabulates full and accurate accounts of all receipts and disbursements of TRAM, using generally accepted accounting procedures.

c)      Deposits all moneys in the name and to the credit of TRAM in a Financial Institution designated by The Executive.

d)     Disburses funds under the direction of The Executive, and renders to The Executive an account of all transactions as Treasurer, and the current financial position of the TRAM. Also, performs such other duties as may be determined by The Executive.

 

19. EXECUTION OF DOCUMENTS

a)      Licenses, Contracts and Engagements on behalf of TRAM will be signed by the President, or a Vice President, and by the Secretary.

b)      Contracts in the ordinary course of TRAM's operations may be entered into on behalf of TRAM by any two of the President, a Vice President, the Secretary or the Treasurer.

 

20. BOOKS, RECORDS AND REPORTS

The Executive will ensure that all necessary books, records and reports of TRAM, required by the bylaws of TRAM or by any applicable statute or law, are regularly and property maintained.

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21. FEES

TRAM members will pay an annual membership fee as determined by The Executive. At present, the annual fee is $10.00 per member. In addition to the annual membership fee, there may be an assessment made towards each member for unforeseen one-time expenses, as approved by the membership at a Special or General Meeting.

 

22. BANKING

a)      All cheques issued in the name of TRAM will be signed by the President and the Treasurer. In the event that the President is unavailable, a Vice President will sign in place of the President.

b)      Officers so designated by The Executive may alone endorse cheques for deposit in the TRAM's Financial Institution. Any one of the Officers appointed may arrange, settle, balance and certify all books and accounts between TRAM and TRAM's Financial Institution and may receive all paid cheques and vouchers and sign all bank forms or settlement of balances and release or verification slips.

 

23. INDEMNIFICATION OF OFFICERS

All Officers and their Heirs, Executors and Administrators, and Estate and Effects, respectively, shall at all times, be indemnified by TRAM from:

a)      All costs whatsoever that the person incurs in any proceeding that is brought against the person for anything whatsoever made, done or permitted by the person in the execution of the duties of the office;

b)      All other costs that the person incurs in or in relation to the affairs of the TRAM, except the costs occasioned by the person's own willful act.

 

24. RULES AND REGULATIONS

All Annual and Special Meetings of members and all meetings of The Executive will be governed by the current version of Robert's Rules of Order unless they conflict with any bylaw of TRAM. In this case, the bylaw will prevail.

 

25. HONORARY OFFICERS

The immediate Past President will be an honorary member of The Executive, with full voting privileges. The immediate Past President will provide continuity from the previous Executive and act as the chairperson of the Nominating Committee for the selection of the next year's Executive. Should the position become vacant, the Executive can appoint an interim replacement until an immediate Past President becomes available.

 

26. PROXY

The Proxy Form will contain the following:

The name of the President as appointee

Or

Alternate TRAM member appointee as selected by the member

List of nominees for elected Executive positions and the Immediate Past President

Member’s direction options for Proxy Holder

Validity will require the Proxy be duly signed, dated by the member and received by the Chief Scrutineer no later than two weeks prior to the scheduled meeting.

Proxy voting will be in accordance with General Meetings Item b) of TRAM Bylaws.