Naturist Legacy's business structure is somewhat unique. It's not a 'mom and pop' club, a co-op or a commercial, for-profit corporation. We are instead a membership-based non-profit (non-share) corporation. No one 'owns' Naturist Legacy. It's governed and managed by a board of directors (elected by the membership), who are in turn governed by the corporation's by-laws.SOURCE: This excerpt is from "Manitoba's Naturist Legacy is open for business," an article published in the Winter 2012-13 edition (Vol. 27, No. 4) of Going Natural magazine (Federation of Canadian Naturists). It was written by the Naturist Legacy Board.
Naturist Legacy Inc. is a non-profit (non-share) corporation. No one "owns" Naturist Legacy Inc. It's governed by a board of directors (elected by its membership), who are in turn governed by the corporation's by-laws (approved by its membership). The by-laws are the "DNA" of this corporation, and the board of directors are its brain, eyes, ears and hands.SOURCE: This excerpt is from the "Naturist Legacy Inc. Business Fundamentals Guide" (PDF). I co-authored and edited this important document. It was published in February 2013.
Read the original Naturist Legacy Inc. By-laws (PDF) approved by members on September 11, 2010.
Read the Notice of By-law Amendments (PDF) dated November 7, 2011. Excerpt:
Amendments to Article 17(d) are indicated by strikethrough deletions and underlined additions as follows:Read the amended Naturist Legacy Inc. By-laws (PDF) approved by members on November 26, 2011.17(d)Purpose: To ensure that all elections of directors are by secret ballot, thereby assuring proper representation of members' voting rights per Schedule A.
If there are more candidates for director than there are positions, the electionThe election of directors shall be by secret ballot. The election officer referred to in these by-laws shall be responsible for the balloting process and shall act as scrutineer.
Read the Notice of By-law Amendments (PDF) dated September 24, 2012. Excerpt:
Amendments to Article 16(e) are indicated by strikethrough deletions and/or underlined additions as follows:Read the amended Naturist Legacy Inc. By-laws (PDF) approved by members on October 13, 2012.16(e) Those persons seeking election to the position of director will be required to demonstrate and fulfill certain skill sets and working criteria that will be predetermined by the standing board of directors, as they are needed to fulfill the working mandate of the corporation. The corporation, through its nominating officer, will disclose and make available such criteria in reasonable time that the nominating officer may find suitable candidates. For the good of the corporation, the majority of directors shall at all times be comprised of individuals possessing extensive business experience, briefly defined as:Purpose: To ensure that the majority of directors will always possess the knowledge and experience necessary to effectively manage the often complex business and financial affairs of the corporation.(1) Having worked in a management or professional position within the private or corporate sector, and/or
(2) Having owned or operated a successful company, and
(3) Possessing direct experience with and understanding of the financial, accounting, marketing and operational functions of a corporation or private sector organization or business.
NEW OR AMENDED BY-LAW PROVISIONRead the amended Naturist Legacy Inc. By-laws (PDF) approved by members on November 8, 2014.SECTION 22 - DISPUTE RESOLUTIONNew: Adds dispute resolution provisions.
22.1 Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved according to mediation and/or arbitration according to this section.
22.2 In the event that a dispute or controversy among members, directors or officers of the Corporation arising out of or related to the Articles or this by-law, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors or officers of the Corporation contained in the Articles, this by-law or the law, and as an alternative to the person instituting a law suit or legal action, the dispute or controversy will be settled by a process of dispute resolution as follows:
1. The dispute or controversy will first be submitted to a panel of mediators where the one party appoints one mediator, the other party appoints one mediator, and the two appointed mediators jointly appoint a third mediator. The three mediators will then meet with the parties in an attempt to mediate a resolution.
2. The number of mediators may be reduced from three to one or two upon agreement of the parties.
3. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute will be settled by arbitration before a single arbitrator, who will not be any one of the mediators referred to above, according to The Arbitration Act of Manitoba (C.C.S.M. c. A120) or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration will be kept confidential and there will be no disclosure of any kind. The arbitrator's decision will be final and binding and will not be subject to appeal on a question of fact, law or mixed fact and law.
4. All costs of the mediators appointed will be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed will be borne by the parties as may be determined by the arbitrators.