the corporate charter of the last lap lime · to encourage the growth and popularity of the last...

LLL Corporate Charter 29 Nov 2005

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This Charter sets out the overall mandate of the Last Lap Lime (LLL) and the corporate framework for its fulfillment. The Corporate Charter is established by collective agreement of the Alumni Associations, and may be changed only by their collective agreement. The LLL Board is charged with instituting and upholding this Charter, and each Board member shall be issued a full copy immediately upon joining the Board. Signed on behalf of the Alumni Associations: St. Rose’s High School Alumni Association …………………..…………………………………. President: Tessa Ng-See-Quan St. Joseph’s High School Alumni Association …………………………………………………… President: Janice Harrison St. Stanislaus College Alumni Association ……………………………………………………… President: Desmond Jardine Bishops’ High School Alumni Association ……………………..……………………………… President: Denise Archer Queen’s College Alumni Association …………………………………………………………… President: Albert Ramprasad

29 November 2005

The Corporate Charter of the Last Lap Lime


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The Last Lap Lime (LLL) is a collaboration of five non-profit Guyanese Alumni Associations in Toronto: St. Joseph’s High School (SJAA), St. Rose’s High School (SRAA), St. Stanislaus College (SSAA), Bishops’ High School (BHSAA) and Queen’s College (QCAA). These Associations share generally similar purposes of promoting educational and cultural excellence, by donating to their alma maters and other worthy charities, awarding scholarships and bursaries in Guyana and Canada, honoring the traditions of their schools, and enhancing their cultural milieu. The Associations use volunteer and commercial efforts to organize and produce fundraisers, newsletters, websites, entertainment, outings, literary evenings, concerts and other similar productions, and participate in the activities of other associations. The Associations have established LLL to advance their collective aims, and LLL operations must respect and enhance their general directions.

The LLL Mission Statement established by the Alumni Associations is: To provide an engaging environment of value to our supporters, and enhance the ability of the Alumni Associations to promote educational excellence and other charitable works.

The LLL incorporation objectives established by the Alumni Associations are: • Advancement of education by enhancing the ability of the Alumni Associations to provide

scholarships and bursaries, and create an environment to support scholastic achievement; • To encourage the growth and popularity of the Last Lap Lime Event.

LLL may establish and modify its specific objectives and scope from time to time, consistent with the Mission Statement and the incorporation objectives established by the Associations.

The current objectives and scope relate to the Annual LLL Event. Since 1995, LLL has produced an annual event at which thousands gather in Toronto on the Civic Holiday (normally the first Monday of August) for a day of friendship, entertainment, and festive delight. The event provides a major focus for the Guyanese community in Toronto. It also coincides with end of the Caribana Festival and attracts visitors from all over the world. Attendance at this event has grown over the last decade by an average of almost 20% per year, and new venues were chosen in 2003 and 2005 to accommodate growth and to meet the overall objectives. The 2004 LLL brochure in the Appendix gives a pictorial overview of the nature of this event.

LLL shall: • Conduct its operations and produce LLL events in harmony with the general goals of the

Associations, the LLL Mission and the incorporation objectives; • Operate in an efficient and business-like manner; • Develop an Operational Charter to provide a framework for managing LLL delivery activities; • Provide the organization, the policies, the management processes and the operating procedures to

meet its demands; • Provide on the Civic holiday, a safe and fun-filled family day that includes entertainment and the

opportunity to renew acquaintances and meet new friends; • Create an environment reflective of our culture; • Promote and cater for continued enhancement of LLL events and their fundraising capacities; • Use the services of volunteers provided by the Alumni Associations and others, in combination

with commercial contracts; • Reimburse the Associations for the efforts contributed by their volunteers, as determined by the

LLL Board; • Donate to Canadian charities as directed by the Associations.

The scope of each LLL event shall be elaborated in terms of concrete deliverables, as part of the up-front planning for the event, and the requirement to plan and catalogue the deliverables must be respected as essential. The Table of Deliverables in the Appendix is provided as a sample indicating the intentions of this scope definition requirement.

1. Objectives and Scope


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The Toronto Alumni Associations of St. Joseph’s High School (SJAA), St. Rose’s High School (SRAA), St. Stanislaus College (SSAA), Bishops’ High School (BHSAA) and Queen’s College (QCAA) are the equal and collective Owners of the Last Lap Lime (LLL) of the Greater Toronto Area (GTA). • The Owners

o Provide funding for LLL; o Share equally in all expenses, revenues, assets and liabilities of LLL; o Appoint equally all the voting positions (Directors) of the LLL Board; o Hold the Board accountable for LLL, including accountability for its revenues and

expenditures; o Make other Association resources (volunteers, volunteer coordinators, tents etc.) available to

LLL; o Carry liability insurance sufficient for all LLL purposes; o Promote and support the objectives of LLL in their Associations and in the wider community; o Promote and provide LLL volunteering within their memberships; o Maintain relationships among the Alumni Associations and with the LLL Board, and

participate with the Board in general owners’ meetings.

The LLL Board represents the Owners’ authority, and is charged with oversight of LLL delivery on behalf of the Owners. It includes one Director appointed by each Alumni Association with equal voting rights. Board members serve on a voluntary basis. At Board meetings, only the Directors may vote. An absent Director may vote by proxy, by submitting in writing beforehand to the Secretary, either a nomination of another Board member to vote on his/her behalf, or his/her voting positions on specific issues.

The Board appoints non-voting Board positions that shall include the Chair, Treasurer, Secretary, and LLL Project Manager. The roles, responsibilities and personnel assignments reporting directly to the Board can be changed only by the Board. At least once per annual cycle, the Directors shall appoint or re-appoint the Chair, who shall be one of the Directors. A Director serving in a non-voting role also retains and fulfills the roles, responsibilities and voting rights of her/his Directorship. A Director may not serve as Treasurer or LLL Project Manager.

Chair(Non-voting)

SSAA Director (Voting)

SRAA Director(Voting)

SJAA Director (Voting)

BHSAA Director (Voting)

QCAA Director(Voting)

LLL Project Manager

(Non-voting)

Treasurer (Non-voting)

Secretary (Non-voting)

2. The Alumni Associations

3. The LLL Board


The Board shall conduct regular meetings at least once per month, and a general owners meeting with the Associations at least once per year, notifying all parties in writing (email or otherwise) of the date, place and agenda, at least two weeks in advance of the meeting. A simple majority of Directors can mandate a special meeting of the Board by written request (email or otherwise) to the Secretary or Chair, with copies to all Board members. Such meetings must be convened by the Secretary or Chair within one week of the request, by notifying all Board members in writing (email or otherwise) of the time, place and agenda at least 72 hours before the meeting. Unless specifically and formally agreed otherwise by all Directors, all Board meetings must be held in the Greater Toronto Area (which includes surrounding municipalities such as Mississauga, Brampton, Vaughan, Richmond Hill, Markham, and Pickering), and within 50 kilometres of Toronto city centre. A quorum of 4 Directors is required for Board meetings.

Each Association may change its Director by notifying the Chair or Secretary in writing (email or otherwise). The Board institutes changes to personnel assignments by updating the administrative list of LLL Board Assignments shown in Section 3.1, and circulating the updated version by email to the Associations and Board members.

The annual LLL cycle runs from 1st November to 31st October the following year. At least once per annual cycle, the Board reimburses the Associations equally for the voluntary effort and other resources they provide. The Board determines the reimbursements, which in total shall not exceed the sum of the net proceeds of LLL operations for the year plus deferred reimbursements of previous years.

• The LLL Board o Is the authority representing the Owners of LLL; o Conducts LLL business in accordance with the Corporate Charter; o Appoints LLL auditors; o Maintains registration of LLL as a legal entity, and fulfills the corresponding requirements; o Establishes broad LLL policy and Corporate by-laws; o Appoints and authorizes non-voting Board positions such as the Chair, LLL Project Manager,

Treasurer and Secretary, and standing or special committees; o Approves the assignment of Board members to delivery team responsibilities; o Authorizes all LLL signatories, which may number up to a maximum of four. At least 2

signatures are required for cheques; o Approves changes to the Board organization within the framework of this Charter, and

maintains Sections this Charter document according to the decisions of the Alumni Associations;

o Approves significant changes to the concept or format of LLL deliveries; o Initiates planning for each year’s LLL deliveries; o Reviews and oversees the operation and progress of LLL delivery activities; o Reviews and approves LLL plans and budgets and significant changes to the plans and

budgets; o Approves major contract and expenditure items and all such single items over $1,000; o Resolves issues escalated by the LLL Delivery Team; o Evaluates performance of LLL activities; o Approves the financial and investment decisions of LLL, including charitable donations and

reimbursements to the Alumni Associations; o Appoints an independent auditor for LLL; o Institutes by-laws of LLL within the framework of the Corporate Charter; o Liaises between the Alumni Associations and LLL; o Carries out other Board responsibilities within the framework of the Corporate Charter.

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• The Chair o Manages the Board; o Conducts regular Board meetings, general owners’ meetings, and other meetings as required

for the business of the Board; o In the absence of a Secretary, assigns the Secretary’s responsibilities to Board members; o Is an authorized signatory for LLL.

• The Treasurer o Manages the finances and accounts of LLL in accordance with generally accepted principles

and with the policies of the Board; o Advises the Board on financial and accounting matters; o Prepares LLL accounting reports; o Is an authorized signatory for LLL; o Reports to both the LLL Project Manager and the LLL Board, within their respective

capacities.

• The Secretary o Facilitates and documents the proceedings of the Board; o Prepares and issues specified formal Board communications; o Convenes Board meetings by notifying all Board members as required; o Controls, and secures the corporate seal and corporate documents (registrations, statutory

filings, contracts, policies, reports, minutes, correspondence etc.); o Reports to the Board.

• The LLL Project Manager o Is responsible for overall LLL deliveries according to plan and budget; o Appoints functional delivery managers and staff, excluding those appointed by the Board; o Maintains the organisation relationships, roles and responsibilities of the management of the

delivery organisation; o Prepares LLL plans and budgets; o Manages the delivery organisation, monitors and controls its activities, resolves project

issues, conducts regular project reviews (normally fortnightly) and milestone reviews etc.; o Is an authorized signatory for LLL; o Provides status updates at regular Board meetings on delivery activities, highlighting

significant changes in deliverable progress, assignments, decisions, outstanding items, risks and issues;

o Arranges and conducts milestone reviews by the Board of delivery activities; o Reports to the Board.

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The assignments and related details in this table are maintained by administrative update within the mandate of the Corporate Charter. Such changes are instituted by circulating the updated table to the Associations and Board members, and do not require re-publication of the complete Corporate Charter.

3.1 Administrative List of LLL Board Assignments - 15 November 2005 Replaces previous assignments list dated …….…..…………….

Board Position Name Address Email addresses Telephone Numbers

Director, SJAA (Voting)

Director, SRAA (Voting)

Director, SSAA (Voting)

Director, BHSAA (Voting)

Director, QCAA (Voting)

Chair (Non-Voting)

Secretary (Non-Voting)

Treasurer (Non-Voting)

LLL Project Manager (Non-Voting)

(Non-Voting)

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The following appendices to the LLL Corporate Charter are attached purely as recommendations and visual aids that neither alter the content of the Charter itself, nor restrict the development of alternatives to the material presented in these appendices.

Changes to the appendices do not require republication of the complete Corporate Charter.

A. Registrations B. LLL Brochure 2004 C. Sample Table of Deliverables

Appendices to LLL Corporate Charter


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The corporation is registered under the name “Last Lap Lime Inc.”

An application was filed in August 2005 to register the following words and symbol as LLL trademarks:

“Last Lap Lime”

and

Appendix A: Registrations


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In the table below, the Work-plan ID # is an identifier relating the deliverable to the work plan activity that produces the deliverable. The Prime Responsibility identifies the lowest organisational role (and person) responsible for producing the deliverable in total. This is a provided as a sample indicating the intentions of the scope definition requirement, and the deliverables shown are purely illustrative.

Deliverable (This list is purely illustrative)

Work-plan ID

#

Prime Responsi-

bility

Notes

• Group1 o Working capital o Liability insurance o Volunteer Coordinators o Volunteers o Etc.

• Group 2 o Operational Charter o Delivery personnel o Management Plans (risks,

issue resolution etc.) o Event Budget o Event Work-plan o Presentations through the

LLL organisation o Management reporting o Milestone reviews o Etc.

• Group 3 o Site facilities contract o LLL manual of procedures

and controls for gate ticket sales, LLL dollar chits, raffle, bar operations, purchasing and receiving etc.

o Project office procedures o Ticket pre-sales

arrangements o Tickets o Lime dollars o Etc.

• Group 4 o Marketing plan o Sponsorship packages o Sponsorships o Sponsor appreciation event o Advertising, brochures,

flyers as per plan

Appendix C: Sample Table of Deliverables for LLL Events


o Ticket sales per plan o Revised website content o Etc.

• Group 5 o Site plan o Supply plans o Supply & service contracts

Security Storage Tents Transportation Entertainment Site cleanup Food & drinks Equipment (bar,

refrigerated truck, food warmers etc.)

Etc. o Volunteer appreciation

event o Entertainment plan o Licences & permits o Etc.

• Group 6 o Volunteer assignments o Transportation of goods &

equipment o On-site operations for

security, cash, gate, entertainment, stage, bar, tents, raffle, kite-flying, accounting, setup, dismantling etc.

o Health inspection o Cleanup o Returns o Storage o Etc.

• Group 7 o Accounting results o LLL Report o Post-event assessments o Etc.

• Etc.

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The assignments and related details in this table are maintained by administrative update within the mandate of the Corporate Charter. Such changes are instituted by circulating the updated table to the Associations and Board members, and do not require re-publication of the complete Corporate Charter.

3.1 Administrative List of LLL Board Assignments - 29 November 2005 Replaces previous assignments list dated …….….N/A.…………….

Board Position Name Address Email addresses Telephone Numbers

Director, SJAA (Voting)

Janice Felicity Harrison 25 Leander Street, Brampton, On. L6S 3M3 [email protected] Home: (905)819-7113 Office: Cell:

Director, SRAA (Voting)

Cheryl Elizabeth Braz 30 Keys Drive, Ajax, On. L1T 3P7 [email protected] Home: (905)686-8446 Office: Cell:

Director, SSAA (Voting)

Anthony Rupert De Castro

4068 Sheppard Avenue E., Toronto, On. M1S 1S9 [email protected] Home: (416)298-2800 Office: (416)817-7604 Cell: (416)817-7604

Director, BHSAA (Voting)

Denise Clarine Archer 3690 Indigo Crescent, Mississauga, On. L5N 6V9 [email protected] Home: (905)785-1988 Office: (905)279-9100 Cell: (416)894-2694

Director, QCAA (Voting)

Noel Patrick Chan 48 Crescentwood Road, Toronto, ON. M1N 1E4 [email protected] Home: (416)686-8835 Office: Cell: (416)801-8965

Chair (Non-Voting)

Secretary (Non-Voting)

Treasurer (Non-Voting)

LLL Project Manager (Non-Voting)

(Non-Voting)

mailto:[email protected]





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