Union of the Municipalities of New Brunswick - Constitution

ARTICLE 1 – NAME

The name of this bilingual organization shall be “UNION OF THE MUNICIPALITIES OF NEW BRUNSWICK” in English and “UNION DES MUNICIPALITÉS DU NOUVEAU-BRUNSWICK” in French.

ARTICLE 2 – INTERPRETATION

“Organization” means the Union of the Municipalities of New Brunswick (U.M.N.B.).

“Officers” mean the Executive Committee, which consists of the President, 1st Vice-President, 2nd Vice-President, Secretary-Treasurer and the Past President.

“Directors” mean elected officials representing each of the nine zones in the Province of New Brunswick.

ARTICLE 3 – OBJECTIVES

To unite the municipalities of New Brunswick, through their respective councils, into a body whose common effort shall be devoted to the achievement of that which is to the benefit of all.

To promote the exchange of information among the municipalities of New Brunswick.

To co-operate and liaise with other organizations and agencies toward a united front for the realization of municipal goals.

At no time shall the political or religious partisanship of a representative member be expressed or be allowed to influence the policies of the organization.

ARTICLE 4 – HEADQUARTERS

The Head Office of the organization shall be situated in the province of New Brunswick, at the office of the Executive Director of the organization unless otherwise designated by the Board of Directors.

ARTICLE 5 – MEMBERSHIP

Every municipality of the Province of New Brunswick, so incorporated by virtue of Chapter 20 of the Statutes of New Brunswick 1966, shall be eligible for membership in the organization.

A member municipality shall not lose its membership in the organization, once acquired, except by voluntary withdrawal or through any cause that may affect its corporate status.

Failure to pay its fees will automatically suspend the member municipality’s right to vote at meetings, but shall not suspend the right of the defaulting member to be present and to be heard at meetings of the organization.

A municipality, which has lost its membership, may apply to the Board of Directors for reinstatement as a member and may become a member again only when it has paid to the organization the appropriate membership fee for the current year.

ARTICLE 6 – FEES

Every member municipality shall pay the annual fee as determined by the Board of Directors and as approved by the Annual General Meeting of the organization.

Fees shall become due and payable on the 1st day of January of each year or on a date determined by the Board of Directors.

Any municipality, having not paid their dues by April 15th, will be considered a non-member until their fees are paid.

ARTICLE 7 – ELECTION OF THE BOARD OF DIRECTORS

The Officers of the organization shall be elected from amongst the newly appointed directors, by the voting delegates, at the Annual General Meeting with the exception of the Past President who is not elected.

The Directors shall be elected/appointed on the basis of two (2) Directors for each zone. To ensure proper representation on the Board of Directors of the organization, the Province shall be divided into the following zones, see Appendix “A”.

1. If a zone fails to elect/appoint a director then the Board of Directors shall appoint a Director from that zone at the first meeting after the Annual General Meeting.
2. The term of office for a Director shall be one (1) year from the date of his/her appointment or until such time as another shall be appointed in his/her place.
3. In the event of any Director missing two consecutive meetings of the Board of Directors, the President is authorized to replace him/her.


4. In the event of a Director’s position becoming vacant, the zone of which the said Director was the elected/appointed member shall replace him/her with another elected/appointed member for the duration of the former’s term of office. The name of the newly elected Director shall be forwarded immediately to the Executive Director of the organization.
   

   (i) Any new appointment must be made within a 30 day period by member Municipalities within that zone. Should said appointment not be made by zone members within that period, the President shall have the right to designate a replacement from the zone for the duration of the director’s term.

5. Any member of the Board of Directors who seeks election as an MLA or MP during either a provincial or federal election must remove himself/herself from the Board for the election period.

There shall be one (1) Director elected/appointed from amongst the Cities in New Brunswick that is/are a member of UMNB.

There shall be no more than seven (7) Directors representing the Cities in New Brunswick, sitting on the Board of Directors of UMNB at any one time.

There shall be a Past President who shall hold office by virtue of the fact that he/she is Past President. He/she is not a Director of the zone from which he/she comes.

ARTICLE 8 – DIRECTORS

The Directors shall be elected/appointed by the member municipalities in their zone, at least one month before the Annual General Meeting. When no name has been submitted, from a zone, the Board will appoint one.

1. In the year of a Municipal Election any vacant positions for zone representatives must be filled by the end of June of that year. Elections for new zone representatives may take place at that time or no later than one month prior to the Annual General Meeting.

The duties of the Directors shall be:

1. Attend all Board of Directors’ meetings.
2. Correlate all resolutions to be submitted to the Board.
3. Report problems that arise in their zone to the Board of Directors.
4. Encourage all municipalities in his/her zone to be members of the organization.
5. Speak for all municipalities of his/her zone at Board meetings.
6. Serve on committees when asked by the Executive Committee.
7. Have a zone meeting at least twice, a year.

ARTICLE 9 – OFFICERS

The office of President, 1st Vice-President, 2nd Vice-President, Secretary-Treasurer and the Past President shall be the Officers of the organization.

The Officers of the organization shall be elected from amongst the newly appointed directors, by the voting delegates, at the Annual General Meeting with the exception of the Past President who is not elected.

In the event there is no Past President, an election will be held for the position of 3rd Vice President. This position will remain in place until the position of Past President can be filled. The position of 3rd Vice President will assume the responsibilities of the Past President.

The terms of office for President, 1st Vice-President, 2nd Vice-President, Secretary-Treasurer shall be, one (1) year, from the date of their elections or until such time as their successors shall be elected.

1. In the case of a vacancy for any Executive position, the board will elect, from within the Board of Directors, a replacement until the forthcoming annual meeting.
2. Following the regularly scheduled municipal elections, should an executive member(s) not be re-elected or have decided not to re-offer, those people will remain in their position(s) until the Board of Directors has met and elected an interim executive to fill the vacant positions. Such an election will be held within sixty days of the election date. Those members elected will remain in their positions until the next Annual General meeting.

All Officers shall be entitled, at any meeting of the organization, to deliver a vote.

The affairs of the organization shall be controlled by the Officers who shall arrange for and supervise its management with the approval of the full Board of Directors.

ARTICLE 10 – DUTIES OF OFFICERS

PRESIDENT

1. To chair all meetings of the organization and all meetings of the Board of Directors of the organization.
2. The President and/or the Secretary-Treasurer shall sign all cheques, promissory notes, Bills of Exchange, contracts and like documents jointly with the Executive Director of the organization.
3. To appoint committees as he/she deems necessary.
4. To represent the organization at all official functions

1st VICE-PRESIDENT

1. To assist the President when called upon.
2. To replace the President in his/her absence and at that time to fulfil the duties of the office of the President.
3. Shall chair the Resolutions/Policies/Constitution Committee.

2nd VICE-PRESIDENT

1. To assist the 1st Vice-President when called upon.
2. To replace the `1st Vice-President in his/her absence and at that time to fulfil the duties of the office of the 1st Vice-President.


3. Shall chair the Protective Services Committee.

SECRETARY-TREASURER

1. Shall assist with the minutes at all meetings of the organization or Board of Directors.
2. The Secretary-Treasurer and/or the President with the Executive Director by resolution shall be the signing officers of the organization.
3. Shall present an audited financial statement to the Board of Directors as soon as possible after December 31st, which shall be presented by the Board of Directors at the following Annual General Meeting.


4. Shall chair the Finance Committee.

PAST-PRESIDENT

1. Shall chair the Nominating and Personnel Committees.

ARTICLE 11 – EXECUTIVE DIRECTOR

The Executive Director of the organization shall be a non-elected resident of the province of New Brunswick.

The Executive Director shall keep the books, documents and records of the organization and the originals of all by-laws, policies and resolutions.

The Executive Director shall notify all Board members of all executive and board meetings of the organization and all member municipalities of all Annual General and Special meetings.

The Executive Director shall have such duties and powers as outlined in the job description included in policies manual.

ARTICLE 12 – MEETINGS

The Annual General Meeting of the organization shall be held before the end of the fourth quarter of the fiscal year.

The Annual General Meeting of the organization shall be held at a site fixed each year by resolution of the Board of Directors, and announced at the previous Annual General Meeting.

Special General Meetings of the organization shall be called by the Board of Directors, when deemed necessary.

The representatives of each member municipality shall be entitled to be accompanied by advisors, who shall not have a voice at a General or Special Meeting unless given leave by the President with the consent of the member municipalities present.

ARTICLE 13 – NOTICES OF MEETINGS

Notice of an Annual General Meeting of the organization shall be given by mailing a notice to each member municipality at least six (6) weeks prior to the date of the meeting.

Notice of a Special Meeting of the organization shall be given by mailing a notice to each member municipality at least seven (7) days prior to the date of the meeting.

Notice of a meeting of the Board of Directors shall be given by mailing a notice to the officers and directors at least fourteen (14) days prior to the date of the meeting.

Every notice of meeting shall contain therein or attached thereto, the agenda of that meeting, provided however that a member municipality shall be free to add a subject to the agenda of a General Meeting at any time prior to the adjournment of the meeting, upon the consent of a simple majority of the member municipalities.

ARTICLE 14 – QUORUM

50% plus one, of member municipalities shall form the quorum of all General and Special meetings of the organization.

The President, or in his/her absence a Vice-President and four (4) Directors shall be a sufficient quorum at any meeting of the Board of Directors

The President, or in his/her absence a Vice-President and two (2) Officers shall be a sufficient quorum at any meeting of the Executive Committee.

ARTICLE 15 – VOTING AT MEETINGS

Each member municipality shall have one (1) vote by an elected official at any General or Special Meeting of the organization.

Member municipalities, which have not paid their fees by the 15th day of April, each year shall forfeit their right to vote at meetings of the organization until such time as all arrears have been fully paid.

Where the total number of votes counted results in a tie, such vote shall be deemed negative.

At all General or Special Meetings of the organization the majority shall be a simple majority of the voting members present.

ARTICLE 16 – FISCAL YEAR

The fiscal year of the organization shall be the calendar year.

ARTICLE 17 – AMENDMENTS

Revisions to the Constitution may be made at an Annual General Meeting of the organization. Any member municipality desiring a change may submit amendment/s in writing to the Executive Director, at least four (4) weeks prior to the Annual General Meeting. The Executive Director shall provide each member municipality of the organization with a copy of the proposed amendment/s before said Annual General Meeting.

ARTICLE 18 – PROCEDURE

Any resolution may be passed by a simple majority of those present and entitled to vote. Any question of procedure, not especially provided for, shall be decided by the President.

Accepted rules of parliamentary procedure shall be followed at all meetings unless modified by resolution or by-law or the unanimous consent of those present, at the meeting.

ARTICLE 19 – EFFECTIVE DATE

January 1, 1995

Revised – October 22, 1995

Revised – October 4, 1998

Revised – October 3, 1999

Revised – October 29, 2000

Revised – October 14, 2001

Revised – October 5, 2003

Revised – October 3, 2004

Revised – September 30, 2007

Revised – October 4, 2009