CONSTITUTION OF GIO’S CARES

As Amended by the Annual Meeting of November 24, 2013

ARTICLE 1: ORGANIZATION

Name
The name of the organization shall be “Gio’s Cares”, hereinafter referred to as the “Charity”.
Head Office
Unless changed by special resolution of the members of the Charity, the head office of the Charity at which the records shall be kept will be in Winnipeg, Manitoba.
The Charity may establish other offices and agencies in Manitoba which the Board of Directors decide are needed.

ARTICLE 2: DEFINITIONS AND INTERPRETATIONS

Definitions
In this and any other bylaw, the following rules apply unless the context indicates otherwise:
Singular words include the plural,
Gender specific words include the opposite gender,
References to persons include corporate entities.
Headings
The headings of the sections contained in this Constitution are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Constitution.

ARTICLE 3: OBJECTIVES
Objective
The objectives of the Charity are:
To provide levels of assistance eligibility tiered in the following order:

(i) Men, women, and children living with HIV/AIDS,
(ii) Men, women, and children living with other serious illnesses or disabilities,
(iii) Men, women, and children with a documented, serious need for assistance.

To raise and collect funds for this purpose, and
Such other related purposes.
Benefits Acquired
The Charity shall be carried on without purpose of gain for its members, and any profits or other accretions to the Charity shall be used solely to promote its objectives.

ARTICLE 4: MEMBERSHIP
Eligibility
Membership in the Charity is open to:
Any person who is in accord with the objectives of the Charity.
Membership Fees
There will be no fee for membership in the Charity unless otherwise determined by the Board of Directors.

ARTICLE 5: BOARD OF DIRECTORS
Composition
The Board of Directors of the Charity, hereinafter referred to as the “Board,” shall consist of seven (7) Directors.
Nominations
At least two (2) months before the annual meeting, the Board will appoint a nominating committee to seek eligible candidates for election to one (1) of the two (2) Directors positions that will be elected by and from the general membership of the Charity at the annual meeting.
Elections and Appointments
The Directors shall be elected or appointed in accordance with the composition specified in Article 5 “Composition”.
Tenure
The tenure of the Directors shall be as follows:
Directors shall serve a term of two (2) years.
Vacancies
The Office or Directorship of a Board Director shall be declared vacant if:
He indicates in writing to the Secretary his resignation and the date thereof,
He orally resigns to the President or to the Board,
He misses three (3) consecutive meetings of the Board without notice or cause,
He is found not to have been ineligible for election,
He is deceased,
He is found mentally incapacitated by judicial determination,
He is removed by the Board, subject to Article 5 “Removal of Directors”.
Removal of Directors
The Board must adhere to the following procedure to remove a Director:
A motion to remove must be presented at the meeting of the Board which precedes the meeting at which the motion will be considered.
The meeting considering the motion to remove must have a quorum after excluding the Director who brought the motion, or the Director who is the subject of the motion, neither of whom is eligible to vote on the motion.
A decision on the motion to remove must be voted on by secret ballot and be supported by a simple majority for the motion to be carried.

5.07 Filling Vacancies
A directorship vacancy shall be filled in the following manner:
The Board shall fill the vacancy through appointment, and the person so appointed shall serve the remainder of the term to which the vacating Director was elected. Where the term extends past the next annual meeting, the appointment shall be ratified by the membership at that annual meeting.
Retiring Directors
A retiring Director remains in office until the end of the meeting at which a successor is elected or appointed.
Remuneration
The Directors are to serve without remuneration. No Director may directly or indirectly receive any profit from their position as Director.
Meetings of the Board
The Board must meet at least once each year.
Other meetings of the Board may be held at any time and place the Directors choose.
Special meetings of the Board may be called by the President or upon the written request of two (2) Directors.
Each Director is to be given seven (7) days notice of each meeting. Formal notice is unnecessary if all of the Directors are present at a meeting, or waive the notice requirement in writing.
Voting and Quorum
Four (4) Directors shall constitute a quorum at any meeting of the Board. All decisions by the Directors shall be made by simple majority. In the event of a tie a motion shall be defeated.
Property Held by Directors
If a Directorship becomes vacant for whatever reason, any property of the Charity in the Director’s possession is to be returned to the Board by either the Director or his estate. It is the Secretary’s responsibility to make sure that this is carried out.

ARTICLE 6: EXECUTIVE OFFICERS
Composition and Duties
The newly elected Board at its first meeting following the annual meeting shall elect from among its members four (4) Officers. These Officers shall be known as the Executive Committee. The make-up and duties of the Officers shall be as follows:
President – The President is the Chief Executive Officer of the Charity and is responsible to the Board. His representative duties include:
Shall preside at all meetings of the Charity and its Board,
Shall be ex-officio member of all committees,
Shall oversee the general management of the Charity,
Shall see that all orders and resolutions of the Board are carried out,
Shall prepare and submit a report to the annual meeting.
Vice-President – The Vice-President is responsible to the President, and the Board. If the office of the President becomes vacant, the Vice-President will automatically become President for the remainder of the Executive Committee’s term of office. His representative duties include:
Shall assume the duties of the President should he not be able to perform them,
Shall perform such other duties as may be requested by the President or the Board from time to time.
(c) Treasurer – The Treasurer is responsible to the membership, the President, and the Board. His representative duties include:
Shall have custody and responsibility for the money and assets of the Charity,
Shall keep complete accounts of all of the assets, liabilities, receipts and disbursements,
Shall provide an accounting to the President and Directors whenever they require,
Shall perform such other duties as may be requested by the President or the Board from time to time.
(d)Secretary – The Secretary is responsible to the President, and the Board. His representative duties include:
Shall act as clerk of all meetings of the Charity, recording all votes and minutes of the proceedings in the Minutes,
Shall give notice of meetings to the members, or to the Directors as the case may be,
Shall perform such other duties as may be requested by the President or the Board from time to time.
The creation and duties of any other Officers may be assigned by the Board at its discretion.
Any two (2) offices, except those of President and Vice-President, may be held by the same individual.
Elections and Appointments
At the first meeting of the Directors following an annual meeting, the Directors shall elect officers of the Charity, and make appointments to the standing committees. Election of Officers shall be by secret ballot.
Tenure
The tenure of the Executive Officers shall be a term of one (1) year.
Resignations
An Officer may resign office by giving written notice to the Secretary, or in the case of the Secretary to the President.
Removal of Officers
The Board may remove an Officer by following the procedure for removal of a Director as set out in Article 5 “Removal of Directors” of this Constitution.
Filling Vacancies
If a vacancy occurs in any office, the Board will fill it from among the remaining Directors, subject to Article 6 “Composition and Duties”.
Signing Documents
Any documents requiring the signature of the Charity are to be signed by any two (2) Officers. Any properly signed document is binding upon the Charity without further authorization or formality. The Board may appoint any Officer to sign any specific document for the Charity.

ARTICLE 7: DUTIES, RESPONSIBILITIES, AND POWERS
Responsibilities
The Officers and Directors are responsible for:
Coordinating the work of the Charity,
Carrying out the policies and directives of the Charity as made at its annual meeting,
Ensuring that funds of the Charity are accounted for,
Ensuring that minutes of meetings are properly maintained, and
Taking the necessary steps to enable the Charity to receive donations and benefits.
Powers
The Officers and Directors may exercise all the powers of the Charity except those which are required to be exercised by the members. Specifically, the Officers and Directors may do any of the following things:
Authorize expenditures, including payment for expenses incurred prior to this Constitution being enacted,
Delegate to an Officer the power to employ staff and pay salaries,
Make appropriate rules for the operation of the Charity.

ARTICLE 8: MEETINGS
Annual Meeting
The Board shall call or cause to be called an annual meeting of the Charity.
The annual meeting shall be held within a reasonable period following the fiscal year end of each year with the specific time and place to be determine by the Board, and which in any event shall be no later than fifteen (15) months following the date of the annual meeting of the previous year.
The notice of the annual meeting shall be in accordance with Article 8 “Notice of Meetings”.
The annual meeting shall always:
Receive the Directors’ reports,
Receive the Financial Statements and the Treasurer’s report of the previous fiscal year,
Elect Directors of the Board to serve for the next two (2) years,
Deal with any other business brought before it.
Special Meeting
A special meeting of the members of the Charity may be called at any time by the Board, or the President, or the Vice-President.
The notice of a special meeting shall be in accordance with Article 8 “Notice of Meetings”.
Notice of Meetings
Every member is to be given at least twenty-one (21) days notice of an annual meeting or a special meeting.
The notice is to state the time and place of the meeting, the business of the meeting, and any proposed Constitutional amendments.
The notice shall be posted on the Charity’s website and/or the Charity’s social media page(s).
Voting and Quorum
Each person present at an annual meeting or special meeting will have one (1) vote.
Voting by proxy will be allowed upon proof of illness or other serious reason.
Every question at any meeting will be decided by a majority of votes, unless otherwise required. If the vote is tied, a second vote will be called. If the vote remains tied, the question will be defeated.
Rules of Procedure
Robert’s Rules of Order shall prevail at all meetings of the Charity.

ARTICLE 9: AMMENDMENTS
Resolutions
An amendment to this Constitution may be made by ordinary resolution at any general meeting.
Notice
Notice to amend the Constitution, including a draft of the proposed amendment, is to be given in writing to all members at least twenty-one (21) days prior to the meeting at which it will be considered.

ARTICLE 10: FISCAL YEAR
Fiscal Year
The Charity’s financial year shall be from November 1st to October 31st of the following year.
Records
The Directors are responsible for keeping whatever records the Constitution or any law requires. Records of the Charity are open for review at the Head Office, by any member who gives reasonable notice.

ARTICLE 11: DISSOLUTION OF GIO’S CARES
Disposition of Net Assets
Members of the Charity do not have and cannot have any personal interest in the property of the Charity. In the event that it becomes necessary to dissolve or wind-up the Charity, any assets left after all liabilities have been satisfied must be distributed to registered charitable organizations whose purposes are the most similar to those of the Charity at the time. The minutes, correspondence, photographs and other records of the Charity shall be preserved in a recognized archival institution. The substance of this rule may not be changed by any later amendment, nor may this rule be repealed.

ARTICLE 12: ENACTMENT

Effective Date
This Constitution has been enacted on the 17th day of May 1998, and is effective as at that date.