Part One: THE ASSOCIATION

ARTICLE 1

NAME AND PLACE OF BUSINESS:

1.1 The name of the corporation shall be Regional Association of West Quebecers, Alliance for Language Communities in West Quebec/Alliance pour les Communautes Linguistiques Dans l'Ouest du Quebec.(herein referred to as "the Association"). The area of operations of the Association shall be that area of the Province of Quebec commonly referred to as "West Quebec" or "Outaouais" or "Region 07".

1.2 The Board of Directors shall be responsible for choosing a suitable location for the Head Office of the Corporation, which must be within the Association's area of operations.

1.3 Unless the context otherwise requires, in this Constitution, the masculine shall be assumed to include the feminine.

1.4 The Association adopts Roberts Rules of Order as its guiding procedural principles.

ARTICLE 2

AIMS AND OBJECTIVES OF ASSOCIATION:

2.1 The aims and objectives of the Association are those set forth in its Letters Patent, namely:

To promote a healthy English-speaking community in a secure French-speaking Quebec; a strong Quebec within a united Canada.

To identify the common concerns and interests of the English-speaking residents of West Quebec, to unite their resources, and to act as a spokesman for the common goals of the English-speaking community.

To advocate for and protect the rights of the English-speaking community and individuals in Quebec.

To initiate and encourage projects and activities and to influence public policies designed to preserve and enrich the English cultural presence in the Outaouais.

To foster local English-speaking activity throughout the Outaouais region.

To encourage a strong sense of identification, involvement and participation of English-speaking residents, throughout the Outaouais. A special focus will be given within this mandate to youth.

To develop a regional network of resources and communication by welcoming the affiliation of other English-speaking associations with the Association.

To facilitate liaison and co-operation with the French-speaking community to provide common ventures for the development of the Outaouais region.

To co-operate with other English-speaking associations in Quebec and with French-speaking associations outside Quebec to ensure strong and viable public policies and programs for official language minority groups in Canada.

Generally, to promote the awareness, skills, adaptability and self-development of the English-speaking citizens of the Outaouais.

Part Two: MEMBERSHIP WITHIN THE ASSOCIATION

ARTICLE 3

MEMBERSHIP AND AFFILIATIONS:

3.1 Any person who subscribes to the Association's aims and objectives shall be eligible for membership. Members must abide by the Association's constitution and pay the membership fee established by the Board of Directors.

3.2 Other English-language associations are eligible for affiliate membership within the Association. Associations and groups in the Outaouais region which generally support the aims and objectives of the Association may officially affiliate themselves with this Association, by paying an affiliate fee to be established from time to time by the Board of Directors.

3.3 These associations will receive the documentation of the Association, participate in its activities, receive its support where possible, name one representative to vote in elections for the Board of Directors. The Board of Directors may designate other benefits to accompany affiliated memberships.

3.4 It is within the mandate of the Board members to solicit affiliate members.

3.5 The Association may, upon majority vote of the Board of Directors, affiliate itself and its members with other associations pursuing goals that are compatible with the objectives of this Association. Such affiliations must be announced to the membership, conforming to Article 12, and be voted on at the next Annual General Meeting.

ARTICLE 4

METHOD OF OPERATION:

4.1 The members of the Association shall elect the Board of Directors as well as the President. Such elections will take place at least once per year.

4.2 The Executive Committee shall act on behalf of the Board of Directors between Board meetings, using such powers that are conferred upon it by the Board.

ARTICLE 5

MEETINGS OF THE MEMBERSHIP

Quorum and Location of Meetings

5.1 The quorum for all General Meetings of the Membership is twenty-five (25).

5.2 It shall be assumed that the quorum, which is verified at the beginning of the meeting, is maintained throughout the meeting; however any member may request that quorum be verified during the meeting. The official verification by the Chair that a quorum does not exist shall affect further deliberations but shall not affect decisions made before the quorum was verified.

5.3 All meetings shall be convened at a place within the area of operations of this Association, if possible in an itinerant manner to include the various areas within the region. The location will be indicated on the notice of meeting, the accompanying proposed agenda and on the related documentation.

Convention of Meetings of the General Membership

5.4 All General Meetings of the Membership shall be convened at the order of the President or the Chair.

5.5 However, any twenty-five members in good standing or any five members of the Board of Directors may demand the convening of a special general meeting. This request must be addressed to the President or Chair in writing, stating the purpose of the meeting.

5.6 All notices of meetings, along with an accompanying proposed agenda, shall be sent in writing to all members, postmarked at least ten (10) calendar days prior to the date of the meeting.

Frequency of Meetings

Meetings of the Membership

5.7 In addition to the Annual General Meeting of the members of the Association, special general meetings will be held as may be judged necessary under the conditions specified in 5.5.

The Board shall meet as often as is necessary but at least four (4) times each year as convened by the President or the Chair.

Voting

General Meetings

5.8 Decisions of the Membership, except those as defined in article 5.9, and 5.10, are taken by a simple majority of votes by a show of hands, or coloured cards, unless the membership accepts a motion requesting a secret ballot.

5.9 Election of Board Members, unless unopposed, is by secret ballot.

5.10 Election of the President, unless unopposed, is by secret ballot.

Amendments to the Constitution or By-Laws

5.11 Proposals for amendments to the constitution or By-Laws must conform to the provisions of

Article 12.

5.12 At a General Meeting called to consider amendments to the constitution, the provision for quorum described in Article 5.1 and 5.2 shall apply.

5.13 At a meeting duly called, and at which there is quorum, an amendment requires the approval of 2/3 of those present and voting to be adopted.

Election of President

5.14 All candidates for the position of President, including the incumbent, must apply for the position in writing, indicating his platform, no less than 30 days before the Annual General Meeting, or Special Meeting in which the election of President, is on the agenda of the Association.

5.15 A summary of candidate platforms will be sent, in writing, to eligible voting members of the Association, with notice of the meeting.

5.16 Candidates for President will have 10 (ten) minutes to present their platforms at the Annual General Meeting, or Special Meeting in which the election of President is on the agenda of the Association.

5.17 Candidates are responsible for their own campaign expenses

Part Three: THE BRAWQRD OF DIRECTORS OF THE ASSOCIATION

ARTICLE 6

BRAWQRD OF DIRECTORS:

Responsibility and Quorum

6.1 The Board of Directors shall consist of the President and up to 22 other Directors. Each member of the Board, including the President, shall be elected by the general membership.

6.2 The Board of Directors is responsible for the implementation of the priorities, policies, initiatives and activities of the Association. It shall have the complete responsibility for the coordination of the Association.

6.3 Directors are accountable to the membership. Each Director must act within municipal, provincial and federal law and according to the constitution of the Association.

6.4 The Board of Directors' meetings will be presided by a Chairman, who is elected from among the Directors and who is entitled to vote.

Decisions of the Board other than hiring and election of officers are taken by a simple majority of votes by a show of hands, unless a motion is accepted requesting a secret ballot. Decisions for hiring of employees and election of officers is taken by secret ballot.

6.5 Board Members will work in the best interests of the Association and participate in the positive messaging of the Association to the general public.

6.6 Board members will follow the Guidelines for Board and Committee Members and conduct themselves in the best interests of the Association.

6.7 Quorum of the Board of Directors is 40% of the Board. If 40% results in a fraction, the required number for quorum will be rounded upward.

6.8 Meetings of the Board of Directors will be called by the Chairman of the Association.

Term of Office

6.9 A Director's Term of Office is from his election until the second Annual General Meeting following his election.

Eligibility

6.10 Any member in good standing who supports the mandate of the Association and who has permanent residence in the region of the Outaouais or on the Ontario side of the National Capital Region is eligible to serve on the Board of Directors.

6.11 A Nominations Committee chaired by one Director and one other member of the Association, both named by the Board at least three (3) months prior to the Annual General Meeting, shall ensure there are sufficient candidates for election to the Board and for the position of President.

6.12 The Nominations Committee will endeavour to find, whenever possible, at least five (5) Board candidates under the age of 25. Also, it will endeavour to find at least one candidate who is willing to assume the position of Treasurer.

6.13 The Nominations Committee will ensure that the proper protocol for elections is adhered to, as outlined in this Constitution.

Description of the Board

First Meeting

6.14 At its first meeting, the Board will elect the officers of the Executive, as listed in article 7.11.

6.15 At this meeting the Board also shall create the various committees, as deemed necessary for the operations of the Association.

6.16 The following Committees are Standing Committees:

Executive Committee

Finance Committee

Personnel Committee

Constitutional Committee

Youth Committee

General Duties

6.17 General Duties of the Board shall be:

To be responsible for the general operations of the association.

To develop policy in accordance with the aims and objectives as stated in Article 2;

To approve the budget;

To review and approve regular financial statements;

To approve all expenditures;

To approve the proposed agenda for regular meetings of the Board;

To provide direction to committees.

To establish such committees as required to carry out the regular functions and the specific programs of the Association. These committees will report to the Board.

To establish ad-hoc committees as required. These committees will report to the Board.

To be responsible for initiating and overseeing such programs of activity as required to carry out the aims and objectives of the Association.

To develop policies to provide projects with sufficient financial support and other assistance to foster the adequate local organization of activities on behalf of the Association.

To fulfill any other tasks as mandated by the membership of the Association, or as dictated by the needs of the community at large.

Removal of Board Members

6.18 A board member who is absent from any three (3) consecutive meetings of the Board of Directors without sufficient justification, at the discretion of the Board of Directors, may be considered to have resigned and his seat on the Board to be therefore declared vacant.

6.19 The Board, upon a 2/3 majority vote of the Board members, may suspend or expel any member who is deemed to be acting against the interests of the Association.

Vacancies

6.20 Any vacancy on the Board of Directors shall be filled by appointment by the Board of Directors. Vacancies, once filled, are considered new appointments. New appointments are filled until the second Annual General Meeting following the appointment, unless the Director resigns, or is removed from the Board prior to this time.

Decisions between/in lieu of meetings

6.21 Decisions made via written resolutions may be implemented between or in lieu of Board Meetings. This can only be done if an attempt to reach each Board member is made by the staff of the Association. Approval of any written motion can only be obtained with one-half plus one of the Board.

Under these circumstances, the resolution must be faxed, delivered, e-mailed to Board Members and replied to, in writing (including fax and e-mail), within 48 hours. These resolutions must be read into the Minutes of the following meeting of the Board.

No formal decisions may be made via telephone, but this does not prevent the calling for solicitation of Board Directors' opinions on issues of concern.

Spokesmanship

6.22 The President and the Executive Director are the official spokesmen for the Association. The President may appoint a designate to speak on behalf of the Association in an official capacity. This in no way infringes Board members from representing the Association at community events and reporting to the other directors.

PART FOUR: THE EXECUTIVE COMMITTEE

ARTICLE 7

EXECUTIVE COMMITTEE

Responsibilities and Quorum

7.1 The Executive Committee is responsible for the ongoing operations of the Association and for all its activities between Board meetings.

7.2 Quorum of the Executive Committee is at least 50% of the total Executive Committee.

Composition

7.3 All six members of the Executive Committee must be elected Board Members, whose permanent residence is in the Outaouais region of Quebec.

7.4 The President, Vice-President, Secretary, Treasurer, Chairperson of the Board, along with a Member-at-Large, chosen from among the Board of Directors by the Board itself, shall constitute the Executive Committee.

7.5 The size of the Executive may be increased or decreased, on a temporary basis, at the request of the Executive and with a decision of the Board of Directors, or by the Board itself.

7.6 Any member of the Executive Committee may be removed from his office by a 2/3 majority vote of the Board of Directors.

Convention

7.7 Executive Committee Meetings shall be convened at the order of the President

7.8 All meetings of the Executive Committee are open to other directors, unless a motion to go In-Camera is passed.

Presiding Officer

7.9 The President will preside over Executive Committee meetings.

Election

7.10 The General Membership of the Association elects, at the Annual General Meeting, the members of the Board of Directors and the President of the Association.

7.11 At the first meeting of the Board of Directors following the Annual General Meeting, the Directors elect, from among themselves, the Vice President, Treasurer, Secretary, Chairman and Member-at-Large of the Association.

Term of Office

7.12 The term of the office for an Executive Member shall be until the Annual General Meeting following his election.

Powers of the Executive Committee

7.13 Between meetings of the Board of Directors, the Executive Committee possesses and can exercise, subject to any restrictions imposed by the Board of Directors, all the powers of said Board. All decisions made by the Executive Committee must be ratified by the Board of Directors. This shall not impede the Executive Committee or the staff from acting on these decisions before the next meeting of the Board.

Vacancies

7.14 Any vacancy on the Executive Committee shall be filled by election by the Board of Directors, unless the position of President becomes vacant, at which point the Vice-President becomes Interim President and an election is announced, following the regulations as outlined in this constitution.

Decisions between/in lieu of meetings

7.15 Decisions made via written resolutions may be implemented between or in lieu of Executive Committee Meetings. This can only be done if an attempt to reach each Executive member is made by the staff of the Association. Approval of any written motion can only be obtained with one-half plus one of the Executive.

Under these circumstances, the resolution must be faxed, delivered, e-mailed to Board Members and replied to, in writing (including fax and e-mail), within 48 hours. These resolutions must be read into the Minutes of the following meeting of the Board.

No formal decisions may be made via telephone, but this does not prevent the calling for solicitation of Board Directors' opinions on issues of concern.

Duties of the Officers

7.16 The President is accountable to both the membership and the Board of Directors and shall:

Be responsible for the overall direction of the financial affairs and the operations of the Association.

Represent the Board of Directors of the Association at all times unless he delegates this role on particular occasions or with regard to specific programs.

Act as a spokesman of the Association, as outlined in article 6.22.

Attend meetings as necessary as the Association representative.

Provide the Board of Directors with regular reports about his activities as President.

Be available for regular consultation with the staff of the Association

Ensure that the decisions of the Board of Directors and the general membership are undertaken and implemented

Work with the Executive Director to ensure that the administration of the Association is sound

Be an ex-officio, full voting member of all Committees of the Association.

7.17 The Vice President is accountable to both the membership and the Board of Directors and shall:

Replace the President whenever he is absent or unable to fulfill his duties and at such times will therefore assume all the responsibilities of the President, except on those occasions where the President has named an alternate other than the Vice President.

Perform specific duties as assigned by the President, the Board of Directors, the Executive Committee or the general membership.

7.18 The Secretary is accountable to both the membership and the Board of Directors and shall:

Be responsible for ensuring through the office of the Executive Director that arrangements, agenda, convocations and minutes with regard to all the various meetings, are executed and filed for safe-keeping.

Take relevant notes for the assistance of the creation of minutes/agendas/reports when necessary.

Liaise with the staff of the Association on a regular basis regarding meetings of the Board and Executive.

7.19 The Treasurer is accountable to both the membership and the Board of Directors and shall:

Be responsible for ensuring that finances and valuables are properly invested and safeguarded.

Ensure that accurate records are kept, and that financial statements are prepared and presented regularly, as determined by the Board.

Present the financial report at the Annual General Meeting.

Ensure that the financial records of the Association are sound and that the Auditors' Report is presented each year to the general membership.

7.20 The Chairman of the Board is accountable to both the membership and the Board of Directors and shall:

Serve the Board of Directors by chairing and facilitating all meetings of the Board and of the general membership.

Liaise with the staff of the association prior to these meetings to ensure proper agenda and protocol.

PART FIVE: ROLE OF THE EXECUTIVE DIRECTOR

Article 8

Executive Director

Appointment

8.1 The Executive Director, who shall be appointed by the Board of Directors, will attend all Board meetings, and will be a non-voting, ex-officio member of all committees of the Association.

The remuneration of the Executive Director shall be determined by resolution of the Board of Directors.

Accountability

8.2 The Executive Director is directly answerable to the Board as a whole. The Executive Director is responsible to implement organizational directives as established by the Board, is responsible for the operations and administration of the Association and to support the President in his role as spokesman and leader of the Board.

Duties

8.3 The Executive Director shall be responsible to the Board of Directors, under the supervision of the President, for the business of the Association. The Executive Director will be responsible for arranging elections, meetings, financial arrangements, communications, programs and activities and such other duties as may be conferred by the Board of Directors.

8.4 To assist in this work, the Executive Director may employ personnel in such categories and positions as have been approved by the Board. The Board and the Personnel Committee will define the detailed duties of the Executive Director and other personnel from time to time in job descriptions.

8.5 The Executive Director will execute duties as outlined within the parameters of the position's job description and the Personnel Policy of the Association.

8.6 The Executive Director will serve the Board as Chairman of Elections for officers of the Association.

Part Six: The Workings of the Association

ARTICLE 9

9. SEAL:

9.1 The Corporation adopts as its seal a circular die on which is embossed "Regional Association of West Quebecers".

9.2 The seal may be affixed to any and all contracts, agreements, notes or other documents by the President, the Secretary, the Executive Director or by any other persons authorized by the Board of Directors.

ARTICLE 10

10. FINANCES:

Revenue

10.1 Membership fees will be set from time to time by the Board of Directors and approved by the Annual Meeting.

10.2 The Association may receive, and should actively solicit, for its purposes, grants, donations and bequests.

DisburseMents

10.3 Authorization: All expenditures shall receive final authorization from the Board of Directors.

10.4 The signing authority for all official transactions of the Association will be vested in the President, Secretary Treasurer, and Executive Director with any two of these four being required to sign cheques or other disbursements of funds and to open accounts in such bank or banks as shall be designated by the Board.

10.5 The Board of Directors may, from time to time, establish a schedule for reimbursement of travel representation expenditures to those persons designated to represent or act on behalf of the Association.

Fiscal Year

10.6 The fiscal year of the Association shall end the 31st of March.

Auditors

10.7 The accounting records and financial statements of the Association shall be examined by one or more external auditors appointed by the Board, and in accordance with the policies of the Department of Canadian Heritage, as soon as possible after the end of each fiscal year. The financial statements that have been examined and signed by the external auditors are submitted to the membership for approval at the Annual General Meeting.

ARTICLE 11

11. RULES AND REGULATIONS:

11.1 The Board of Directors is authorized to develop and maintain such rules and regulations as are required to complete these by-laws to ensure the effective operation of the Association.

Part Seven: Constitutional Amendments and Additional By-Laws

ARTICLE 12

AMENDMENTS:

12.1 Proposed amendments to the Constitution must be received in writing at the Office of the Corporation and presented to the Board of Directors at least 40 calendar days prior to being presented at any Annual General Meeting or Special Meeting called for that purpose. Said amendments will be circulated to the members with the notification of the meeting.

12.2 The Board of Directors may amend the Rules and Regulations of the Association as established under Article 11.

BY-LAW II

Borrowing Resolution

1.1 The Board of Directors may from time to time:

(a) borrow money upon the credit of the Association;

(b) limit or increase the amount to be borrowed;

(c) issue debentures or other securities of the Association;

(d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and

(e) secure any such debentures or other securities or any other present or future borrowing or liability of the Association by mortgage, hypothec, charge or pledge of all of any currently owned or subsequently acquired real and personal, moveable and immovable property of the Association and the undertaking and rights of the Association.

BY-LAW III

BANKING RESOLUTION:

1.1 The directors of the Association be and they are hereby authorized to borrow moneys from time to time from any chartered bank or banks of Canada or elsewhere on the credit of the Association in such amounts as they deem proper and by way of over-draft or otherwise.

1.2 Any promissory notes or other negotiable paper (including renewals thereof in whole or in part) signed on behalf of the Association by the officers of the Association authorized from time to time to sign negotiable instruments on its behalf and granted to said bank or banks for the months so borrowed and interest there-upon as may be agreed upon, shall be binding upon the Association.

1.3 The directors may, from time to time, if they see fit to do so, grant securities by way of mortgage, hypothecation or pledge covering all or any of the property and assets the Association as security for all or any moneys borrowed by the Association from the said bank or banks, or any other liability of the Association to the said bank or banks, and all such securities shall be valid and binding upon the Association if signed by any of the officers authorized to sign negotiable instruments on the Association' behalf.

1.4 The directors may from time to time authorize any officer or officers of the Association to make arrangements with the said bank or banks with reference to the moneys from time to time to be borrowed as aforesaid and as to the terms and conditions of the loan thereof and as to the securities to be given therefor, and every such officer shall have authority from time to time to vary or modify such arrangements, terms and conditions, and to give additional security for any moneys remaining due.

1.5 All contracts, deeds, grants, assurances and documents reasonable required by the said bank or banks or counsel of such bank or banks for all or any of the purposes aforesaid shall be executed and carried into effect by the proper officers of the Association, and when necessary the seal of the Association shall be affixed thereto.

1.6 This By-Law, when sanctioned by the members, shall be irrevocable until a by-law repealing the same shall have been confirmed or sanctioned by the members and a copy thereof duly certified under the seal of the Association delivered to the said bank or banks, and meanwhile all the powers and authorities hereby conferred shall continue in force.