BY-LAWS OF OLIVER CURLING CLUB SOCIETY
CERTIFICATE OF INCORPORATION
NO. S 8456
(Revised April 14, 2014)
PART I. INTERPRETATION
- In these by-laws, unless the context otherwise requires, “directors” means the directors of the Society for the time being “Societies Act” means the Societies Act of the Province of British Columbia from time to time in force and all amendments to it. “Registered address” of a member means the address as recorded in the register of members.
- Words importing the singular include the plural and vice versa. Words importing a male persona include a female persona and vice versa.
PART II. MEMBERSHIPS
- The members of the society are those persons who have purchased the required membership.
- Dues for the membership shall be established by an annual general meeting and shall remain in effect until amended at a subsequent annual meeting.
All members of the Society shall have:
- Priority to curl in a regular club league, provided the intention to curl is stated on or before a date set by the directors
- Full social privileges
- Full rights to attend meetings
- Full rights to be a director
- Full rights to vote on resolutions and motions at general meetings
- Honorary Life Members
- Honorary Life Members are those who have met certain criteria set out by the past Honorary Life Members and have been recognized for their significant contribution to the Oliver Curling Club and to curling in general.
- Honorary Life Members are selected by a process (which can be amended from time to time) set by the board of directors and the past Honorary Life Members.
- Honorary Life Members will have the same rights and privileges as a member even if they choose not to curl.
- Honorary Life Members do not have to pay a retainer fee if they choose not to curl.
- All members, honorary life members and non-members of the Society shall comply with these by-laws and follow rules and regulations as set forth by the Directors of the Society.
- A person shall cease to be a member of the society:
- By delivering his resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society.
- On having been a member not in good standing for 12 consecutive months.
- On his death or in the case of a corporation on dissolution.
- On being expelled.
- A member may be expelled by a special resolution of the members passed at a general meeting.
- The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.
- The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to vote.
- Members who decide not to curl in any given year may keep their membership privileges by paying an annual retainer fee, the amount of which is determined at an annual general meeting. If a member has not been curling for a number of years, he can pay the accrued retainer fee to a maximum of 5 years, and be a member in full standing again.
- No member of the Society shall, in his individual capacity, be liable for any debts, liabilities or obligations of the Society.
- Non- members are curlers who have paid dues to curl but have not purchased a membership in the Curling Club Society.
- A person does not have to be a member of the Society to curl. Non-members can attend general meetings but cannot vote.
- A non-member cannot sit as a director of the Society.
PART III. MEETINGS
- Annual General Meeting
- The annual general meeting shall be held in the month of May of each calendar year in such a place as the directors shall appoint.
- The directors shall give not less than fourteen (14) days notice of an annual general meeting to all members, at their registered postal or email address, specifying the time and place and the general nature of any special business, if any.
- Special or Extraordinary Meetings:
- The directors may convene a general meeting in accordance with the Societies Act.
- Every general meeting, other than an annual meeting, is an extraordinary or special general meeting.
PART IV. PROCEEDINGS AT GENERAL MEETINGS
- Any special resolutions shall be outlined in the notice of the annual general meeting. The majority to pass a special resolution shall not be less than 75% of the members of the Society who are present in person.
- A quorum is 10 members of the Society who are present in person.
- No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Voting for election of officers or for the approval of major expenditures or borrowing shall only be done at a general meeting which shall not be conducted while regular curling leagues are in play which would prevent a member from attending.
- If within half an hour from the time appointed for a general meeting a quorum is not present, the meeting shall stand adjourned to the same day of the next week at the same time and place and if at the adjourned general meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall be a quorum.
- The President or in his absence the Vice-President of the Society shall proceed as Chairman of every general meeting of the Society.
- If there is no President or Vice-President or if either the President or Vice-President is not present within 30 minutes after the time appointed for holding the general meeting or is unwilling to act as Chairman, the members present shall choose someone present of their members to be Chairman.
- The Chairman may, with the consent of a majority of members at which a quorum is present, adjourn the general meeting from time to time and from place to place. When the adjourned general meeting is subsequently called to order, no business shall be transacted other than the business left unfinished at the meeting from which the adjournment took place.
- When an annual general meeting is adjourned for ten (10) days or more, a new general meeting must be called. If new business or special resolutions are to be added to the agenda of the new general meeting, notice of the adjourned new meeting shall be given as in the case of an original annual general meeting. As previously stated it shall not be necessary to give any notice of an adjournment or of the business to be transacted at the new general meeting if the agenda is the same as the previously adjourned meeting.
- At any general meeting a resolution put to the vote of the meeting shall be decided on by a show of hands. A declaration shall be made by the Chairman that a resolution has, by the showing of hands, been carried or carried unanimously, or by a large majority, or lost. An entry to that effect in the records of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
- In the case of an equality of votes, the Chairman does not have a second or casting vote, and the proposed resolution shall not pass.
- In a show of hands every member present in person shall have one vote. Voting by proxy is not permitted.
- The provisions of these by-laws are applicable to proceedings of all general meetings and shall also be applicable to proceedings at all special meetings.
- The directors of the Society shall consist of the President, Vice-President, Secretary and the Treasurer, together with a minimum of 2 and a maximum of 6 other members of the Society elected at the annual general meeting. The immediate Past President of the Society shall also be a director.
- The designated representative from each organized league shall be entitled to attend executive meetings.
- The directors must exercise all such powers as permitted through the by-laws of the Oliver Curling Club Society.
- The directors shall serve without remuneration.
- The President, Vice-President, Secretary and the Treasurer shall serve for a term of one year. The directors shall be elected for a term of two years, with at least half the terms expiring on alternate years.
- The retiring directors shall be eligible for re-election.
- No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.
- The directors shall if they deem necessary at any time and from time to time appoint a member as an additional director provided at the time there are less than ten (10) directors.
- The Society may by special resolution at a general meeting remove any director before the expiration of his period in office and may, by an ordinary resolution, appoint another in his stead.
PART V. PROCEEDINGS OF DIRECTORS
- The directors may meet together for the dispatching of business, adjourn and otherwise regulate their meeting, as they see fit. Questions arising at any meeting shall be decided by a majority of votes. In case of equality of votes the Chairman shall not have a second or casting vote and the motion shall be considered defeated.
- A director may and the Secretary on the recommendation of a director shall at any time summon a meeting of the directors.
- If a director is absent from three consecutive meetings without just cause, the directors may declare the position vacant and appoint another member in his stead.
- The quorum necessary for the transaction of the business of the directors shall be a majority of the directors.
- The continuing directors may act provided their number is not reduced below six (6).
- The directors may delegate any of their powers to committees consisting of any member or members as they see fit, but any committees so formed shall conform to any regulations that are put upon them by the directors.
PART VI. DUTIES OF OFFICERS
- The President shall be Chairman of all meetings of the directors; but if at any meeting the President is not present the Vice-President shall act as chairman. If neither is present the directors may choose one of their number to be chairman at that meeting.
- The Directors shall manage the day to day operations of the Curling Club, including, but not limited to:
- Good curling ice and ice maintenance.
- Cleanliness of the curling facility.
- Management and hiring of the personnel.
- Ongoing maintenance and repair of all aspects of the curling facility.
- Safety of any and all users of the facility, whether or not for curling.
- Security of the curling facility.
- Any other issues that may arise from time to time concerning the proper operation and management of the curling facility
- The directors shall cause true accounts to be kept:
- Of all sales and purchases of goods by the Society.
- Of all the assets and liabilities of the Society.
- The officers shall open a bank account in the name of the Society in any chartered bank or Credit Union having a branch in Oliver.
- The secretary shall prepare and retain the custody of the minutes of all proceedings of the Society and of the directors and all other books and records.
- All books, documents and records of the Society may be inspected by any member upon request at a time and place which shall be satisfactory and convenient to the Secretary or Treasurer, but such time shall not exceed 30 days from the date of receipt of such request.
PART VII. SIGNING OFFICERS
- Any two of the following:
- President Secretary Treasurer
- Shall be the signing officers to every instrument which requires to be signed on behalf of the Society.
PART VIII. FINANCES
- The directors of the Society for the purpose of carrying out its objectives may borrow, raise or secure the payment or repayment of money in such manner as they shall decide including the issue of debentures but subject to the following:
- No debenture shall be issued without the sanction of a special resolution.
- Borrowing for other than emergency repairs or temporary operating loans shall be approved by a general meeting.
- When capital expenditures in any one fiscal year, other than for emergency repair or replacement of existing equipment or facilities, exceed a total of Five Thousand ($5,000.00) dollars, such expenditures shall be approved by an ordinary resolution at a general meeting.
PART IX. AUDITOR
- The accounts of the Society shall be audited once a year, before the annual general meeting to be held in May every year.
PART X. ALTERATION OF BY-LAWS
- These by-laws may be altered or added to only by a special resolution of the Society at a general meeting and such special resolution shall require a majority of 75% of the members of the society who are present at such general meeting.
PART XI. DISSOLUTION OF SOCIETY
- In the event of the winding up or dissolution of the Society, all funds of the Society remaining after the payment or satisfaction of all costs, charges, expenses, debts and liabilities of the Society including remuneration (if any) of a liquidator, and after the payment to employees of the Society of any arrears of salaries or wages, and after the payment of any debts of the Society, shall be given, transferred and distributed to such organizations that are registered charities pursuant to the provisions of the Income Tax Act that shall be designated by the members of the Society, and if effect cannot be given to the aforesaid provision, such funds shall be given, transferred and distributed to such organizations that are determined by the members of the Society to be registered charities pursuant to provisions of the Income Tax Act which have purposes similar to those of the Society. This provision is unalterable.