Legal Constitution Act

LEGAL CONSTITUTION ACT

This Legal Constitution Act (the Act) is made effective as of by and between Constituent Body: with principal address at , and Enacting Authority: with principal address at .

RECITALS

WHEREAS, the Constituent Body intends to establish a formal constitutional instrument to define its corporate identity, governance structures, powers, membership and internal procedures; and

WHEREAS, the Enacting Authority has the legal capacity to adopt and give effect to the constitution described herein under the laws of the governing jurisdiction identified herein; and

WHEREAS, the parties desire that this Act provide clear rules for governance, amendment, and dissolution to ensure continuity, accountability and legal enforceability;

NOW THEREFORE, in consideration of the premises and the mutual covenants contained in this Act, the parties agree as follows.

1. DEFINITIONS

In this Act, unless the context otherwise requires, the following terms shall have the meanings set forth below:

"Acting Body" means the governing organ established pursuant to Section 5 of this Act. "Registered Office" means the address designated for official service of process:

"Member" means any natural or legal person admitted to membership under Section 3. Terms defined elsewhere shall have the meanings ascribed to them where used.

2. NAME AND PURPOSE

The name of the organization governed by this Act shall be . The principal purpose of the organization is set forth as follows:

3. MEMBERSHIP

Membership shall be open to persons or entities that meet the eligibility criteria and have been admitted in accordance with this Section. Admission of Members requires approval of the Acting Body by the procedure set out in Section 5. Members shall have the rights and obligations set out in this Act and any bylaws duly enacted.

4. POWERS AND AUTHORITY

The organization shall have all powers necessary or incidental to carrying out its purpose, including but not limited to owning property, entering contracts, hiring staff, opening bank accounts, instituting proceedings, and delegating authority to committees as determined by the Acting Body, subject to applicable law and the limitations expressly set forth in this Act.

5. GOVERNANCE

Governance shall be vested in a Board or similar governing organ (the Acting Body). The Acting Body shall consist of no fewer than and no more than members, elected as provided by the bylaws.

Election of members of the Acting Body shall be by ballot or such alternate method as the bylaws provide. Terms of office, removal, vacancies and recall procedures shall be governed by the bylaws, provided that any removal for cause shall require at least two-thirds of sitting members of the Acting Body.

6. OFFICERS AND DUTIES

The officers of the organization shall include a Chair, a Secretary and a Treasurer. The Chair shall preside at meetings of the Acting Body and shall perform such duties as the Acting Body may prescribe. The Secretary shall maintain records and minutes. The Treasurer shall oversee financial affairs and provide reports to the Acting Body at least annually.

7. MEETINGS

The organization shall hold an annual general meeting during the month of on a date determined by the Acting Body, and other meetings as necessary. Notice provisions, quorum requirements and voting thresholds shall be set out in the bylaws; provided that the quorum for a general meeting shall not be less than one-third of voting Members.

8. FINANCIALS AND FISCAL YEAR

The fiscal year shall begin on . The Acting Body shall cause to be prepared accounting records and financial statements in accordance with generally accepted accounting principles applicable to the organization and shall present such statements to the Members annually.

9. AMENDMENTS

This Act may be amended by a resolution approved by not less than of the voting Members present and entitled to vote at a duly convened meeting, provided the proposed amendment has been circulated in writing to Members not less than thirty (30) days prior to the meeting.

10. DISSOLUTION

Upon dissolution or winding up of the organization, after satisfaction of all liabilities, any remaining assets shall be distributed to one or more organizations having purposes similar to those of this organization as determined by the Acting Body and in accordance with applicable law.

11. NOTICES

All notices required or permitted under this Act shall be in writing and shall be delivered to the addresses for notices set forth below or such other address as a party may designate by written notice in accordance with this Section.

12. MISCELLANEOUS

Governing Law: This Act shall be governed by and construed in accordance with the laws of the jurisdiction of , without regard to conflicts of law principles.

Entire Agreement: This Act, together with any bylaws duly adopted hereunder, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating to such subject matter.

Severability: If any provision of this Act is held to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall be enforceable to the fullest extent permitted by law.

Waiver: No waiver of any breach of any provision of this Act shall be effective unless in writing and signed by the party granting the waiver. No waiver shall operate as a waiver of any subsequent breach.

Counterparts: This Act may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

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