Newfoundland & Labrador Public Sector Pensioners’ Association

Constitution – 2022

Article I, Name, Authority, Location

1. The name of the organization shall be the Newfoundland & Labrador Public Sector Pensioners’ Association, hereinafter referred to as the Association.
2. The Association shall have and possess exclusive jurisdiction over all of its affairs.
3. The Association may, from time to time, adopt a badge or emblem.
4. The Registered Head Office of the Association shall be located in the City of St. John’s, in the Province of Newfoundland and Labrador, the specific location of which shall be determined by the Board of Directors.
5. The Association has been incorporated under the terms and conditions of the Corporations Act of Newfoundland and Labrador. A Certificate of Incorporation was issued out of the Registry of Companies containing the Articles of Incorporation dated December 29, 1994, and has been deposited in the official file of the Association located at the Registered Head Office of the Association. The Association’s Registered Corporate Number is 34545-94.

Article II – Objectives

The objectives of the Association are:

1. To unite public sector pensioners who are eligible for membership in the Association.
2. To promote the interests of public sector pensioners by providing a medium for collective action.
3. To advocate on behalf of public sector pensioners to Government regarding the interests of Members.
4. To promote, organize or participate in activities that are in the best interests of Members.

Article III – Membership

1. Membership shall consist of two classes, being: (a) Voting Members and (b) Non-voting Members.

            (a)        Voting Members are

                        (i)        those persons who are in receipt of a Provincial Public Sector Pension or who are surviving spouses of such persons, or in receipt of a pensi on from the Government Money Purchase Pension Plan, and who have completed and signed the Association’s application for membership form; and,

                        (ii)        Founding Members who were present at the founding meeting of the Association who have paid the prescribed membership dues.

            (b)       Non-Voting Members are either:

                        (i)        Affiliate Members who are those persons who are those provincial public sector employees and who are eligible to retire within five (5) years and who have completed and signed the Association’s application for membership form and paid the prescribed membership dues.

                        (ii)       Associate Members are spouses of Voting or Affiliate Members and are not required to complete the Association’s application for membership form.

                        (iii)   Honorary Members are those persons whom the Association has, by resolution passed at an Annual General Meeting, been granted a life-time membership as a result of their significant contribution to the well-being of public service pensioners.

                        (iv)       Reciprocal Members are those persons who are in receipt of a pension from a pension plan that has a reciprocal agreement with the Public Service Pension Plan of the Government of Newfoundland and Labrador and who have completed and signed the Association’s application for membership and paid the prescribed membership dues.

                        (v)       Non-voting dues paying members (Affiliate and Reciprocal) shall have voice at all meetings of the Association; and

                        (vi)       Such other classification of Members that the Board may deem desirable.

2. All Non-Voting Members shall be eligible to attend all Annual General Meetings and social functions and may serve on committees subject to the approval of the Board of Directors.
3. Membership dues shall be determined from time to time by the Annual General Meeting on recommendation of the Board of Directors. No membership fees shall be assessed Associate and Honourary Members of the Association.

Article IV – Governing Authority

1. The Association, in Annual General Meeting, shall be the legitimate source of all authority in the Association.
2. When the Association is not in Annual General Meeting, the Board of Directors shall be the governing body of the Association.
3. The Board of Directors shall exercise supervision over all matters which may affect the interests of the Association, and endeavor to further any action decided upon by the Association in Annual General Meeting, or such other action as the Board of Directors may deem advisable which is not in conflict with this Constitution.

Article V- Annual General Meeting

1. There shall be an Annual General Meeting of the Association which shall be a meeting of the Board of Directors and Members of the Association.
2. The Annual General Meeting shall be held at a time and place to be decided by the Board of Directors and not later than ten months after the end of the fiscal year.
3. The Board shall give notice of the date of the Annual General Meeting at least thirty (30) days prior to such Meeting.
4. No error or omission in the content of any notice of the Annual General Meeting shall affect such meeting or invalidate the proceedings.
5. The business to be transacted at the Annual General Meeting must include:

(a)        adoption of the Minutes of the previous Annual General Meeting.

(b)       receipt of the Annual Report of the Board of Directors.

(c)        receipt of Committee Reports.

(d)       receipt of the Treasurer’s Report.

(e)        receipt of the Audited Financial Statements.

(f)        appointment of auditor(s).

(g)       receipt of the Nominations Committee Report and election of Board Directors.

(h)       any, other matter specified in the notice convening the meeting.

6. Thirty (30) Voting Members, including the Members of the Board, shall constitute a quorum for an Annual General Meeting. No business shall be transacted at an Annual General Meeting unless a quorum is present. If a quorum is not present, the meeting shall be adjourned to a date not more than fifteen (15) days thereafter and the decisions of that meeting shall be binding upon the Association regardless of the number present, provided that sufficient notice of the adjourned meeting has been reasonably distributed through the media throughout the province.
7. The Board may submit its own resolutions to the Annual General Meeting. Those resolutions shall either be circulated to the membership thirty (30) days prior to the Annual General Meeting via the Association’s Newsletter and website or may be in written form and presented at the Annual General Meeting.
8. Voting Members of the Association may also bring matters before the Annual General Meeting for consideration by means of pre-submitted resolutions to be circulated to the membership thirty (30) days prior to the Annual General Meeting via the Association’s newsletter and website, or resolutions shall be in written form and presented at the Annual General Meeting.
9. The Chairperson for the Annual General Meeting may be a Voting or Non-Voting Member, or other designated person, as determined by the Board of Directors.
10. The Chairperson for the Annual General Meeting shall only be entitled to debate on an issue under discussion by relinquishing the Chair to another Member until the issue is disposed.
11. All votes shall be by show of hands unless any member requests a vote by written secret ballot.
12. Unless otherwise required by the Constitution, every motion shall be decided in the Annual General Meeting by a majority vote of those present and entitled to vote. If the result of the vote is a tie, the motion shall fail. 
13. The Chairperson for the Annual General Meeting, if a Voting Member, shall only be entitled to vote if:

            (a)        the vote is by written secret ballot; or

            (b)        the Chairperson’s show of hands vote will change the result of the vote. 

Article VI – Special Meeting

1. The President of the Association, upon written request of at least fifty (50) Voting Members of the Association, shall call a special meeting of the Association at any time, providing thirty (30) days prior notice of the date, time and place of such meeting is given to the Board and the Members of the Association.
2. Thirty (30) Voting Members, including the Members of the Board of Directors, shall constitute a quorum for a Special Meeting of the Association.
3. At a special meeting of the Association, the only business which may be dealt with shall be that which has been announced in the notice calling the meeting.

Article VII – Board of Directors

1. The management of the Association shall be vested in a Board of Directors consisting of twelve (12) voting Members to be elected at the Annual General Meeting and those provided for in Article VII, Section 9 (Past President) and Article XI, Section 4 (Branches).
2. All Members of the Board of Directors shall be nominated and elected by the Association at the Annual General Meeting.
3. Where the appointed NLPSPA members to the Public Service Pension Plan Corporation and its various sub-committees are not current elected members of the Board of Directors, they shall become special advisers to the Board, with voice and no vote.
4. All nominees shall be Voting Members of the Association, be present at the meeting in which they are nominated or indicate in writing to the Nominating Committee their willingness to stand for election.
5. The first meeting of the newly elected Board of Directors shall be convened within ten (10) days following the Annual General Meeting by the serving or outgoing President or, in his/her absence, by the most senior officer of the previous Board.
6. The Board of Directors shall, at its first meeting following the Annual General Meeting, elect from their number:
7. A President for a two (2) year term, and the President shall not be eligible for re-election for a second consecutive term.

1. 1. In the first year of the President’s term, a Vice President for a one (1) year term.
   2. In the second year of the President’s two (2) year term, a President Elect, for a one (1) year term, who shall be confirmed as President, for a two (2) year term, upon the completion of the outgoing President’s term;
   3. There shall be no Vice President during the one (1) year term of the President Elect;
   4. A Secretary and a Treasurer, for one (1) year terms, and shall be eligible for re-election for further one (1) year terms, until completion of their terms on the Board.
   5. If, between Annual General Meetings, the office of President becomes vacant during the first year of the President’s two (2) year term, the Vice-President shall automatically become President. During the second year of the President’s two (2) year term, the President Elect shall automatically become President.
   6. Vacancies on the Board of Directors that occur between Annual General Meetings may be filled at the discretion of the Board from the general voting membership. Such newly appointed Director(s) shall be entitled to fulfill only the balance remaining of the year and shall be eligible for re-election at the next Annual General Meeting. Time served by the newly appointed Director to the date of the Annual General Meeting shall not count in calculating any subsequent three-year term of election of the said Director.
   7. The immediate Past President shall be eligible to serve as a member of the Executive Committee for a period of one (1) year only.
   8. The President or, in his/her absence, the Vice-President or President Elect shall normally preside at every meeting of the Association. If required, another Member may be selected as Chairperson with the approval of the majority of members present.
   9. The President or designate shall be the official spokesperson for the Association in communication with the media.
   10. The Board of Directors may authorize the employment of such persons as it may deem necessary to carry out the administration of the affairs of the Association.
   11. 13. The President is the Senior Officer of the Association and is responsible for the execution of its policies in carrying out the business of the Association. The President shall act in consultation with the Board of Directors and the Executive Committee.
   12. 14. The Vice-President shall assist the President in his/her duties and, in the absence of the President, function in that capacity.
   13. The President Elect shall assist the President in his/her duties and in the absence of the President, function in that capacity. Upon completion of the President’s two (2) year term, the President Elect shall be confirmed as President for a two (2) year term.
   14. 16. The Secretary is responsible for ensuring the accurate recording and maintenance of the minutes of the Annual General Meeting, Board meetings, Executive Committee meetings, and any special meetings and shall perform such other assigned duties as determined by the Board.
   15. 17. The Treasurer is responsible for receiving and depositing membership dues and other revenue, the disbursement of funds, preparing monthly financial statements for presentation to the Board, preparing financial statements for presentation to the Annual general meeting, preparing the Annual Budget for submission to and approval of the Board, and for performing other such duties associated with the office of Treasurer.
   16. The Board has the power to make by-laws, subject to ratification by the Annual General Meeting.
   17. Board Directors shall abide by all clauses of the NLPSPA Constitution, any established bylaws and policies, including the Code of Conduct, Oath of Confidentiality, and Conflict of Interest Policy.
   18. Should a member of the Board of Directors fail to perform any of the duties assigned or is found in violation of any established acts, bylaws or policies, the Board of Directors shall have the authority to impose such penalty, including dismissal from position, as appropriate to the circumstance.
   19. A Board Director may be removed from office before the expiration of term by a two-thirds majority vote of the Board of Directors present at a Special Meeting of the Board of Directors duly convened for that purpose. A meeting for this purpose may be called only with the knowledge of the Director concerned.
   20. Members of the Board of Directors shall be elected for a term of three (3) years. Retiring Members of the Board of Directors who have served two (2) consecutive three (3) year terms shall not be eligible for re-election for at least one (1) year.
   21. Section 19 of this Article not withstanding, if the President’s tenure as a Member of the Board of Directors expires before the completion of his/her two (2) year term as President, his/her tenure on the Board of Directors shall be extended for the duration of his/her term as President and for a further year to serve as Past President. In which case, the President, on completion of such extension shall not be eligible for re-election to the Board of Directors for at least one (1) year.               
   22. The Board of Directors may engage, either with or without remuneration, such Advisers or Consultants as may be necessary to meet the Objectives of the Association.

Article VIII – Meetings of the Board of Directors

1. The Board of Directors shall meet at least four (4) times a year and at such times and places as the members determine or as summoned by the Secretary on the direction of the President.
2. Special meetings of the Board of Directors may be called by the President or by a notice in writing given to the Secretary by any five (5) members of the Board ten (10) days prior to the proposed meeting date. The Secretary shall notify all members of the Board and only such business may be transacted at the special meeting as is named in the notice.
3. Notice of any meeting of the Board of Directors shall be given in writing or by electronic means not less than three (3) days before such meeting. No notice shall be necessary in the case of a meeting held immediately upon the adjournment of an Annual General Meeting.
4. No error or omission in the content of any notice calling a meeting of the Board shall affect such meetings or invalidate the proceedings.
5. A majority of the Members of the Board of Directors, one of whom shall be the President, the Vice-President or the President Elect shall constitute a quorum for each meeting of the Board. No business shall be transacted at any meeting of the Board unless a quorum is present. In the event of no quorum, an Executive Committee meeting may be held as provided for in Article IX, Section 3, Executive Committee.
6. If any member of the Board, without due cause, is absent from three (3) consecutive meetings of the Board this person’s position shall be declared vacant by the Board.
7. The Board shall keep minutes of all its meetings and a copy of the minutes of every meeting shall be sent to each Board member.

Article IX – Executive Committee

1. There shall be an Executive Committee consisting of the President, Vice-President or President Elect, Secretary, Treasurer and immediate Past-President.
2. The Executive Committee shall, in the interval between meetings of the Board, act on matters requiring urgent and special attention that are within the Association’s policy and exercise such other powers of the Board as may be delegated to it by the Board; such actions shall be subject to ratification by the Board at its next meeting.
3. A majority of the Members of the Executive Committee, one of whom shall be the President, Vice-President or President Elect, shall constitute a quorum for a meeting of the Executive Committee.
4. In accordance with Section 2, the Executive Committee shall keep minutes of its meetings, a copy of which shall be sent to each Board Member.

Article X – Committees

1. The Board shall appoint a Finance Committee, a Governance Committee and such other Committees as the Board deems necessary.
2. The Board shall approve Terms of Reference for its Committees, which direct specific activities, committee composition, and reporting requirements.
3. Records shall be kept of all Committee meetings and reports to the Board shall be given on a regular basis.
4. Retiring committee members may remain on a committee until the Board of Directors appoints a successor or in the case of a Special or Ad Hoc Committee, that committee has completed its mandate.

Article XI- Branches

1. The Board of Directors of the Association may approve the establishment of a Branch of the Association and local chapters of a Branch of the Association.
2. The primary purpose of a Branch shall be to provide a regional forum for the achievement of the objectives of the Association.
3. The primary purpose of a chapter of a Branch of the Association shall be to provide a formal means for a group of members to provide input to the Branch in achieving the objectives of the Association and to have an opportunity for local social interaction.
4. A Branch shall operate in accordance with the Constitution of the Association. The Board of Directors of the Association may revoke approval of a Branch if it fails to operate in accordance with the Constitution.
5. Any Branch approved by the Board of Directors of the Association shall have the right to appoint one of its members to serve as a member of the Board. These appointments shall be in addition to the members of the Board as provided for in Article VII, Section 1.
6. A Branch, in the conducting of its activities, shall ensure solidarity with the Board of Directors of the Association.
7. A Branch shall report regularly on its activities to the Board of Directors and shall provide an Annual Report to the Annual General Meeting of the Association.
8. Funding for Branches may be approved by and at the discretion of the Board of Directors based upon the submission of a budget which is to be submitted for the next fiscal year by November 30 in each current year.

Article XII – Remuneration of Members

All Members of the Association shall serve without remuneration and no officer of the Association shall directly or indirectly receive any profit from his or her position. Members of the Association may be paid reasonable expenses incurred by them in the performance of duties relating to the objectives of the Association. The level of expenses, if any, will be determined by the Board and will be set forth in an appropriate policy document. 

Article XIII – Finances

1. The Board shall:

            (a)        be trustee of all funds of the Association and of all other assets of the Association.

            (b)       arrange that all funds received by the Association shall, as soon as possible after receipt thereof, be deposited in a registered financial institution in the Province of Newfoundland and Labrador to the credit of the Association.

            (c)        invest any funds of the Association, not immediately required for any of its objects, in such manner as may from time to time be determined by the Board.

            (d)       arrange that all securities of the Association be maintained in such manner as the Board deems appropriate.

            (e)        appoint a qualified auditor who shall make an annual audit of all the books and accounts of the Association and render a report thereon to the Board.

            (f)        arrange for the report of the auditor and the financial statements to be tabled at the Annual General Meeting of the Association which immediately follows the audit.

            (g)       appoint members from the Executive Committee as signing officers, in addition to the Executive Director.

            (h)       ensure that all cheques drawn on the Association’s account bear the signature of at least two persons authorized as signing officers.

(i)         establish policies for the responsible management of all monies and other assets of the Association.

(j)         ensure that the budgeting and expenditure of all funds are consistent with the objectives of the Association and are in accordance with generally accepted accounting practices and principals.

           (k)       ensure the preparation and approval of the annual budget.

           (l)        authorize the payment of expenses on a month-by-month basis based on the previous year’s budget when the new year’s budget has not yet been approved by the Board.

2. The financial year of the Association shall be from January 1 to December 31 of the same year.

Article XIV – Rules of Procedure

The rules of procedure governing meetings of the Association, Board of Directors and Executive Committee shall be those contained in Robert’s Rules of Order Revised, except as otherwise provided in this Constitution.

Article XV – Amendments

1. Any Voting Member of the Association may propose an amendment to the Constitution in writing to the Constitution Committee. The Board will format proposals for constitutional amendments to be distributed to the general membership at least thirty (30) days prior to the Annual General Meeting at which the amendments are to be voted upon. Such notice shall set forth the article and the section proposed to be amended together with the proposed amendments.
2. Amendments to this Constitution shall come into effect when they have been adopted by a two-thirds (⅔) vote of those present and entitled to vote at an Annual General Meeting.

Article XVI – Electronic Meetings 

1. If the two-thirds majority of directors and/or members of the Corporation present at or        participating in a meeting of the directors, a meeting of the members or in an Annual General Meeting, as the case may be, consent, a meeting of the directors, a meeting of the members or an Annual General Meeting may be held (provided quorum is established with those participating) by means of such electronic communication facilities, including without limitation teleconference and video conference facilities, as permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a person participating in such a meeting by such means is deemed to be present at that meeting and deemed to have consented to the holding of that meeting by said electronic means. 

2. In the event a director or member is present at a meeting by means of electronic   communication, and where the Constitution requires voting by show of hands, such person may vote by verbal communication. 

 

 

Approved by:  AGM Membership, October 4, 2013

Amended by: AGM Membership, October 24, 2017 (Addition of Special Advisers, Article VII, Section 3

Corrected by Board of Directors: May 31, 2019 (Numbering and Font Errors)

Amended by: AGM Membership, November 5, 2019

Amended by: AGM Membership, October 15, 2020 (Electronic Meetings)

Amended by: AGM Membership, October 14, 2021 (Board Director Accountability, insertion of Section 19, 20, and 21 to Article VII and section renumbering)

Amended by: AGM Membership, October 12, 2022 (Rename Constitution Committee as Governance Committee, Article X; include Executive Director as a singing officer for Association, Article XIII)