CONSTITUTION OF THE BLUEWATER ASSOCIATION FOR LIFELONG LEARNING
This document defines the association known as BALL and describes its purpose, structure and organizational operation.
The objective of the BALL Constitution is to inform and guide in a manner that provides focus and direction to its activities and scope within which it may achieve its stated aims.
The day-to-day workings of BALL, within the Constitution, are described in the Policies and Procedures Manual.
Article I NAME
The name of the association is the Bluewater Association for Lifelong Learning hereinafter referred to as BALL.
Article II STRUCTURE of BALL
BALL is a not-for-profit association of Members governed by a volunteer Board of Directors that is composed of BALL Members elected by the membership.
Article III PURPOSE
The purpose of BALL is to offer learning opportunities for Members of BALL by providing lectures on a variety of subjects in a non-academic environment.
Article IV MEMBERSHIP
Adults who support the purpose of BALL may become a member by making the required annual payment.
Article V MEETINGS AND ELECTIONS
The BALL Annual General Meeting, hereinafter referred to as AGM, will be held at time and place selected by the Board of Directors provided that notice is given to the Members at least twenty-one (21) days in advance of the meeting.
The purpose of the BALL AGM will be to receive reports; approve the annual financial statement and budget; elect Directors; and conduct such other business as may properly come before the meeting.
A special BALL meeting may be held at a time and place selected by the Board of Directors provided that notice is given to the Members at least seven (7) days in advance of the meeting. Twenty-one (21) days for matters pertaining to amendments to the Constitution (ARTICLE VII) or dissolution of the association (ARTICLE VIII).
The purpose of a BALL special meeting will be to bring before the Members matters of such importance to the functioning of BALL that they may not be reasonably deferred to the next AGM.
A quorum for a BALL AGM or special meeting will be the number of Members in attendance.
At the BALL AGM the Board of Directors will present a slate of nominees willing to stand for election to the Board for a two year term.
Members elected to the Board of Directors will be appointed to positions at a board meeting held immediately following the AGM or a special meeting of Members involving elections to the Board.
Meetings of the Board of Directors may be called by the Chair of BALL as deemed necessary.
A quorum for a Board of Directors meeting will be the attendance of more than 50% of the members of the Board.
Article VI BOARD OF DIRECTORS
The Board will be comprised of a minimum of 9 and a maximum of 12 Directors.
If there is a vacant Director’s position, the Board of Directors may appoint a Member to fill the vacant position until the date of the next AGM.
The Board of Directors is responsible for providing governance and operational direction to the association in order that BALL may achieve its Purpose in a socially sensitive and financially prudent manner.
The Board will appoint Directors to the following positions:
Board Committee Chairs
The Board of Directors may establish, and dissolve, standing committees and ad hoc committees.
Article VII AMENDMENT OF THE CONSTITUTION
The Constitution of BALL may be amended by Members provided that:
The Board of Directors calls an AGM or a special meeting of Members at which the proposed changes will be considered.
The members are provided the proposed changes as well as the date and location of the meeting at least twenty–one (21) days prior to the meeting.
Members approve the amendment(s) of the Constitution with at least a two-thirds (2/3) majority vote of Members attending the meeting.
Article VIII DISSOLUTION OF BALL
BALL may be dissolved by Members provided that:
-The Board of Directors call a BALL AGM or special meeting of Members at which the proposed dissolution will be considered.
-The Members are provided the Notice of Dissolution as well as the date and location of the meeting at least twenty-one (21) days prior to the meeting.
-Members approve the dissolution with at least a two-thirds (2/3) majority vote of Members attending the meeting.
On dissolution, the Board will provide Public notice to creditors of dissolution.
On dissolution, any outstanding debts and financial obligations will be paid, to the extent possible, from BALL funds.
On dissolution, the Board of Directors will make a recommendation to Members regarding the disbursement of any remaining assets. This recommendation must be approved by 2/3 majority vote.