Valour Community Centre Inc.

By-Laws

Approved May 21, 2026

1. Definitions

“Centre” shall mean the company incorporated by Certificate of Incorporation under the Act and named VALOUR COMMUNITY CENTRE, INC.

“The Board of Directors” means the body which governs the Centre as described in Section 7 and 8.

“Act” shall mean the Manitoba Corporations Act (C.C.S.M. c. C225), and any statute that may be substituted therefore, as most recently amended.

“Articles” shall mean the Centre's current Articles of Incorporation filed with the Manitoba Companies Office or any successor or replacement agency and attached to the Certificate of Incorporation.

“Auditor” shall mean an individual appointed by the members at the AGM to audit the accounts and records of the Centre for a report to the Members at the next AGM. The Auditor shall not be an employee or a Director of the Centre.

“Bylaw” shall mean this charter and all Bylaws contained herein.

“Officer” shall mean an individual elected or appointed to the Board to serve as an executive officer in respect of the Articles of Incorporation.

“Special General Meeting” shall mean a meeting of members as defined in Section 5 other than an Annual General Meeting.

“Member” and “membership” shall mean all categories of membership pursuant to these Bylaws.

“Non-Business Day” shall mean Saturday, Sunday and any other day that is defined as a holiday in the current version of The Interpretation Act (Canada).

“Ordinary Resolution” shall mean a resolution passed by a majority of the votes cast on that resolution.

“Special Resolution” shall mean a resolution passed by not less than two-thirds of the votes cast on that resolution or signed by all the members entitled to vote on that resolution.

“Recorded Address” shall mean, in the case of a Member, Director, Officer, Auditor, or member of a committee of the Board, the latest physical and mailing address and/or email address of such person as recorded by the Centre.

“GCWCC” shall mean the General Council of Winnipeg Community Centres.

“CCCCB” shall mean City Centre Community Centres Board.

“Written notice” shall mean notice which is hand-delivered or provided by mail, fax, email, or courier to the address of record of the individual, Officer, or Member, as applicable.

“Conflict of interest” shall mean a situation wherein an individual becomes unreliable due to a conflict between their personal interest and their fiduciary or professional duties or responsibilities.

“Facility” or “facilities” or “facilities and grounds” shall mean the building(s) and property(s) which are owned by the City of Winnipeg and which are operated by the Centre and which have their municipal addresses at 715 Telfer Street, 1315 Strathcona Street and 448 Burnell Street.

“Ex officio” shall mean a position or office filled by virtue of a person's other position or office and shall not mean, imply or confer the right to vote in any body of which the ex officio position is a part.

2. Name

2.1

The name of the organization shall be “Valour Community Centre Inc.” (hereinafter “the Centre”).

3. Purpose

3.1

The purpose of the Centre shall be to provide a broad range of recreational and leisure activities for members residing within the designated boundaries of the Centre, as defined in Section 4, through the management and operation of the Centre's facilities and grounds.

4. Boundaries

4.1

The boundaries of the Centre shall be defined as:

North: Notre Dame Avenue, from the CPR Line to Sherburn Street; Sherburn Street to Sargent Avenue; Sargent Avenue to Sherbrook Street; Sherbrook Street, north to Notre Dame Avenue; Notre Dame Avenue, east to Balmoral Street.

South: Portage Avenue, from St. James Street to Colony Street.

East: Balmoral & Colony Streets, from Notre Dame Avenue south to Portage Avenue.

West: St. James Street, from Portage Avenue to Ellice Avenue; east to CPR Line, north to Notre Dame Avenue.

5. Membership

5.1

Persons residing within the Centre's boundaries as described in Section 4 shall be considered members of the Centre.

5.2

Persons residing outside the Centre's boundaries as described in Section 4 shall be considered members by association if they have a stake or interest in the Centre's operation or governance for reasons which include, but are not limited to, enrolment in programs run by the Centre, having a child enrolled in the Centre's day care, drop-in, or summer camp programs, or being an Officer or employee of the Centre.

5.3

All members of the age of majority may attend, vote, or stand for election at the Annual General Meeting of the Centre (hereinafter “AGM”).

5.4

All residents of the City of Winnipeg may use the facilities and take part in programs provided by the Centre notwithstanding Section 5.1 and 5.3.

6. Fiscal Year

6.1

The fiscal year of the Centre shall be from January 1 to December 31.

7. Government

7.1

The business and affairs of the Centre shall be managed by a Board of Directors.

7.2

The Board of Directors (hereinafter “the Board”) shall consist of not less than 7 Directors and may be composed of Past President, President, Vice President Facilities and Grounds, Vice President Human Resources, Vice President of Social Activities & Special Events, Treasurer, Secretary, Director of Communications, Director of Programs, and no more than six (6) Members at Large (hereinafter “Director”).

7.3

A Director shall be elected at an AGM, as described in Section 11, except those positions defined as ex officio.

7.4

In the event of a Board vacancy, the Board may appoint a qualified person to fill the vacancy for the remaining term of office.

7.5

A Director may resign or be removed from the Board upon the occurrence of any one of the following events:

  • Death.
  • Resignation.
  • Removal by vote for reasons defined in Section 7.6.
7.6

A vote by special resolution may remove a Director from their position on the Board if:

  • Their conduct has proved substantially harmful to the interest of the Centre or its membership; or
  • They have been derelict in their duties, including three (3) consecutive Board Meetings absences without prior notification.
7.7

A vote to remove a Director from their position (hereinafter “motion to remove”), as described in Section 7.6, shall be preceded by a motion to serve notice to the Director (hereinafter “motion to serve”) and must meet the standards and procedures below.

  • The motion to remove cannot be voted on in the same meeting as the motion to serve.
  • The meeting considering the motion to remove must have quorum without counting the Director making the motion or the Director who is the subject of the motion, neither of whom may vote on the motion.
  • The motion to serve and the reasons for the motion must be presented to the Director being removed by written notice not less than seven (7) days prior to the meeting considering the motion to remove.
  • The Director being removed shall be given the opportunity to speak to the motion to remove.
7.8

Directors are to serve without remuneration. No Director may directly or indirectly receive any profit from their position. A Director may be reimbursed for reasonable expenses incurred by them in the performance of their duties.

7.9

At any time a Director, or a spouse or dependent of a Director, has a personal, material or other substantial interest in any contract or transaction to which the Centre is a party, it is hereby deemed that this Director has a conflict of interest. The Director shall declare the conflict of interest and remove themselves from any discussion deliberating the contract or transaction, and no discussion deliberating the contract or transaction may proceed while the Director is present.

8. Directors and their Duties

8.1

The President shall serve as an Officer of the Centre, shall chair, or designate another to chair, all Meetings of the Board and the membership, and shall work to fulfill the purpose of the Centre in all areas.

8.2

The Vice President of Human Resources shall serve as an Officer of the Centre, shall serve in lieu, or designate another to serve in lieu, of the President in the absence of the President, and shall work to fulfill the purpose of the Centre with a focus on human resources stewardship.

8.3

The Vice President of Facilities and Grounds shall serve as an Officer of the Centre and shall work to fulfill the purpose of the Centre with a focus on the Centre's facilities and grounds.

8.4

The Vice President of Social Activities & Special Events shall serve as an Officer of the Centre and shall work to fulfill the purpose of the Centre with a focus on social activities and special events.

8.5

The Treasurer shall serve as an Officer of the Centre and shall work to fulfill the purpose of the Centre with a focus on financial stewardship.

8.6

The Secretary shall serve as an Officer of the Centre and shall work to fulfill the purpose of the Centre with a focus on recording and maintaining the minutes and records of the Board.

8.7

The Director of Communications shall work to fulfill the purpose of the Centre with a focus on communications.

8.8

The Director of Programs shall work to fulfill the purpose of the Centre with a focus on programs and recreation.

8.9

Members at Large shall work to fulfill the purpose of the Centre and may undertake duties as assigned by the Board.