Wednesday, December 13, 2017

 CONSOLIDATED GENERAL BY-LAW

of the

MANOTICKCURLINGCENTER

5519 South River Drive

Manotick,Ontario

K4M 1J3

 

The Manotick Curling Center (MCC), hereinafter called “the Club” is a corporation without share capital incorporated in theProvinceofOntario.

1.0   OBJECTIVE

The Club exists to promote and organize recreational and competitive curling on behalf of its members.

2.0   MEMBERSHIP

2.1    Membership in the Club is open to anyone.

2.2    A member of the Club in good standing is one who has registered and fully paid his/her dues (received by the Treasurer) as a member for the current curling season (valid 15 October to 14 October of the following year) or for the upcoming curling season (valid 1 May to 14 October). 

2.3    The Board of Directors (BoD) shall establish categories of membership (active, youth, social, etc.) and set annual fees for each category.

2.4     By majority vote, the BoD shall have the power to refuse or revoke membership of any member, provided that a reasonable portion of the membership fee is refunded.  The BoD shall be the final arbiter of refunds. The BoD shall have the power to limit the number of members permitted in each category of membership.

3.0     GOVERNANCE

3.1     The affairs of the Club shall be managed by a Board of Directors consisting of the following officers:

President

Vice-President

Treasurer

Secretary/Club Historian

Director of Membership

Director of Curling Operations

Director of Social Activities

Director of Bar Operations

Director of Communications

3.2     Members of the BoD are elected by the membership at the Annual General Meeting (AGM) of the Club.   Nominations are called for and votes taken for the specific positions of President, Treasurer and Secretary, as well as for an additional number of members at large of the BoD to fill the complement of nine, based on the number of BoD positions that are vacant or for which the incumbents’ terms of office are ending. A member who has completed his or her term on the BoD may be elected for a new term.

3.3     The Vice-President will be automatically nominated as a candidate for the position of President after serving one year as Vice-President. The President, Vice-President and Secretary shall constitute a nominating committee to fill any on the BoD.  The Vice‑President shall offer names for each vacancy being filled on the BoD, if a candidate is available. Members of the Club shall have the right to nominate persons to the BoD at any AGM or Special Meeting called for that purpose.  Where a vote to fill a vacancy is necessary, it shall be by secret ballot, under the supervision of the Secretary.

3.4     The President, Treasurer and Secretary shall have terms of office nominally of one year; all other Directors shall have terms nominally of two years. Terms of office shall commence and expire as of the dates of the AGMs.

3.5     Should a vacancy occur during a term, the BoD shall have the power to appoint an interim Director until the next AGM, at which time an election to fill the vacancy shall take place.

3.6     No person shall be elected, be appointed or continue to serve as a member of the BoD unless he or she is a member in good standing of the Club.

3.7     The Directors and Officers of the Club and every of them and every of their heirs, executors and administrators, shall be indemnified and saved harmless out of the assets and profits of the Club from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty or supposed duty in their respective offices, except such (if any) as they shall incur or sustain by or through their own wilful neglect or default respectively.

3.8     No person who receives pay for work at the Club shall sit as a member of the BoD.  No member of the BoD shall directly oversee the work of anyone at the Club who is a direct family member (father, mother, husband, wife, brother, sister, son or daughter).

3.9     Assignments of BoD members to the positions of Vice-President and each of the five Director portfolios shall be by decision of the BoD.

3.10   Members of the BoD shall have the power to delegate duties and direct the activities of such volunteers and committees (ad hoc and standing) as required within their respective portfolios. They will be authorized to propose such volunteers and committee members, including committee chairs, subject to BoD approval.

4.0    MEETINGS OF THE BOARD OF DIRECTORS

4.1     A quorum of 51% of the members of the BoD shall be present before any meeting shall be opened.

4.2     The BoD will normally meet on a monthly basis during curling season, and as required at other times of the year, at a place, date and time determined by the BoD. The President shall act as Chair of all meetings, or in his or her absence, the Vice-President shall chair the meeting.  Should both be absent, the BoD members in attendance at the start of the meeting shall name a chair for the meeting.

4.3     A majority of members of the BoD shall have the power to call a Special or Emergency Meeting of the BoD. Such a Special Meeting shall be held within 10 days of a majority of the BoD petitioning for it.

4.4     Meetings of the BoD shall be open to members of the club as observers with prior notice, except when property, personnel, or legal issues are being discussed.

4.5     Questions before the BoD shall normally be decided by a show of hands. The majority shall rule. Except for clause 5.1, the Chair shall not vote unless there is a tie. The BoD shall hold a recorded vote or vote by secret ballot upon request of any member of the BoD.

4.6     Minutes of all meetings of the BoD shall be made available to the membership in a timely fashion, both in hard copy posted at the Club and electronically posted on the Club web site. 

5.0     REMOVAL FROM THE BOARD OF DIRECTORS

5.1     A member of the BoD may be removed from office by a vote of censure passed by two thirds majority of the entire BoD.  No member who is absent from three consecutive monthly meetings of the BoD shall continue to hold office on the BoD unless granted a temporary leave of absence by the BoD.

ROLES AND RESPOSIBILITIES OF MEMBERS OF THE BOARD OF DIRECTORS

6.1      Members of the BoD shall perform the following:

6.1.1   President

The President chairs meetings of the BoD, the Annual General Meeting and any Special Meetings. He or she has overall responsibility for the proper conduct of the business of the Club. He or she also represents the Club externally or delegates that responsibility to the Vice-President, or to another appropriate BoD member.

6.1.2   Vice-President 

          This Officer will assist the President in his or her duties, including performing the President's duties when he or she is absent.

6.1.3   Secretary/Club Historian

          The Secretary drafts agendas for meetings of the BoD and the AGM or Special Meetings; records  minutes and makes them available to the membership, in hard copy and electronically; receives and actions mail and correspondence; and any other documents (with the exception of financial), pertaining to Club affairs.  The Director also acts as club historian by researching, gathering, cataloguing and preserving club historical information.

6.1.4   Treasurer

          The Treasurer is responsible for all financial affairs of the Club, maintains bank accounts including a separate account for the Capital Fund, maintains an up-to-date set of books, prepares financial statements and an annual operating and capital budget and reports regularly to the BoD on the financial status of the Club. The Treasurer also responds to requests for financial information from BoD and Club members. Cheques and other financial instruments shall bear the signature of any two members of the BoD who have signing authority. The Capital Fund will be a separate reserve of funds set aside for major capital items and expenditures from the fund will be approved by the membership at an AGM or Special Meeting.

6.1.5   Director of Membership

          The Director manages the registration process on-line and by such other means as the BoD authorizes and organizes registration night, drawing upon the Committee of Convenors to assist in completing the registration process. The Director also works closely with the Director of Communications to produce the membership directory and to ensure that contact information for club members is as current as possible.

6.1.6   Director of Curling Operations

          The Director oversees the activities of the icemaker and maintenance personnel to ensure that the Club’s facilities meet the needs of the membership. The Director serves as Chair, or nominates subject to Article 3.10, a Chair of the committee of league convenors responsible for league coordination and development, including, among others, youth issues and organization of curling clinics. The OCA/OVCA representatives will report to and work with the Director of Curling Operations. This Director is also responsible for maintaining the club calendar and for ensuring that any agreement for the rental of the club is duly executed and respected.

6.1.7   Director of Social Activities

          The Director takes the lead in planning and running Club events and bonspiels. The Director serves as Chair, or nominates a Chair, subject to Article 3.10, of a social committee made up of volunteers for events. The Director oversees and advises volunteers with respect to planning and organizing events, and provides a financial report to the Treasurer at the end of each event.  This Director also works in close collaboration with the Director of Bar Operations in ensuring that the bar and kitchen facilities are available and staffed during events.  Under the guidance of the Director, groups within the Club may assume responsibility for specific bonspiels and events throughout the year, and must provide a detailed financial report to this Director for submission to the Treasurer.

6.1.8   Director of Bar Operations

          The Director manages the bar facilities of the Club, including the bar team; purchases bar and curling supplies and reports these purchases to the Treasurer. The Director must nominate, subject to Article 3.10, an individual to report sales of curling supplies, and bar sales, and submit all monies collected to the Treasurer; ensure that trained and Smart Serve approved bar tenders are available when needed; and is responsible for fundraising activities such as draws and raffles sanctioned by the BoD. This Director works closely with the Director of Social Activities to ensure that services for club events are in place.

6.1.9   Director of Communications

          The Director maintains communications throughout the year with the club membership by appropriate means, and maintains the membership phone book and e‑mail address list. The Director delivers appropriate community communications, especially in regard to curling awareness and education for membership maintenance and registration, The Director also solicits in‑club and phone book advertising.  The Director works closely with the webmaster to maintain the currency of the website information and with the Director of Membership in regard to communication of information important to membership recruitment and registration. 

6.2      Members of the BoD shall undertake other related duties as necessary to ensure the efficient management of the Club.  Members of the BoD may perform their duties with such assistance as may be necessary from other members of the Club, including standing and ad hoc committees as required.

6.3      Members of the BoD shall receive no remuneration for their efforts, but may claim out-of-pocket expenses from the Treasurer if receipts are provided.

6.4      The BoD shall prepare a book of procedures and practices, which will be maintained by the Directors for reference, as needed, to provide guidance and information to club members and future BoD members.

7.0     ANNUAL GENERAL MEETING

7.1      The Annual General Meeting (AGM) shall be convened between May 1 and June 15 of each year. Members of the Club will be given a minimum of 14 days notice of the time and place of such a meeting. The AGM will, as a minimum, receive financial statements for the previous fiscal year, approve an operating budget for the ensuing year, approve any expenditures from the Capital Fund for the previous year and approve a budget for the capital fund in the ensuing year, elect members of the BoD to fill any vacancies and deal with any other business raised by the BoD or the membership at large.

7.2      Only members of the Club in good standing shall be allowed a vote. Each member present at the AGM is permitted one (1) proxy vote of a member in good standing, in addition to their own vote, provided they register the proxy with the Secretary before the meeting is opened.  Where an election is necessary, voting for the Directors of the Board of Directors shall be by written secret ballot, as arranged by the Secretary.

7.3      Quorum for the AGM and any Special Meetings (see 8.0 below) shall be 20 members, including proxies.  In the event a quorum is not present, the Chair shall set a new date that is not later than 21 days of the original date of said AGM or Special Meeting.

7.4      At any AGM or Special Meeting, by majority vote of those present (including any proxy votes), the membership may require a financial review or audit of the Club’s financial statements.

7.5      Any vote taken will pass by a majority of those present (including any proxy votes). The President/Chair will vote only to break a tie.

8.0     SPECIAL MEETINGS

          A Special Meeting of the membership may be called by a majority vote of the BoD (see 4.3) or by petition to the BoD by a minimum of 20 members of the Club. Where the membership has petitioned to hold a Special Meeting, it shall be held within 28 days of receipt of the petition. Members of the Club shall be given a minimum of two weeks notice of any Special Meeting, indicating the time, place and reason for the meeting.

9.0     FISCAL YEAR

          The fiscal year of the Club shall end on April 30th and begin May 1st.

10.0   AMENDMENT OF BY-LAWS AND COMING INTO FORCE

10.1    The Board of Directors may from time to time repeal, amend, or re-enact the By-laws of the Club by majority vote.   These changes shall come into force on the day they are passed by a two-thirds majority of the entire BoD and shall supersede all previous by-laws. Such changes must be confirmed by a Special Meeting of the membership called for that purpose, or at the next Annual General Meeting.  If the changes are not confirmed by the membership at such a meeting, the changes shall cease to have any force and the previous By-laws shall be re-instated.

 

Approved this 22 day of August, 2011

President_______________________________       Secretary____________________________