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 Bylaws of Curl Atlantic
Association
Article 1: Definitions
In
these by-laws unless there is something in the subject or context
inconsistent therewith
1.01 "Association" means the CURL
ATLANTIC ASSOCIATION
1.02 "Registrar" means the Registrar of
Joint Stock Companies appointed under the Nova Scotia Companies Act.
1.03 "Member Organization" means any amalgamated Provincial
Curling Association within the Atlantic Region which has applied
for, and been accepted into, membership of the Association.
1.04 "Affiliate Member" mean all registered members with the
Member Organizations. This includes curling clubs and their
individual members.
1.05 "Voting Member" means an official
delegate appointed by a Member Organization to represent the Member
Organization at the general meetings.
1.06 "Board" means the
Board of Directors, comprised of Voting Members appointed by Member
Organizations.
1.07 "Special Resolution" means a resolution
passed by not less than three-fourths of such members entitled to
vote as are present in person or by proxy, where proxies are
allowed, at a general meeting or which notice specifying the
intention to propose the resolution as a special resolution has been
duly given.
Article 2: Membership
2.01 The
subscribers to the Memorandum of Association and such other persons
as shall be admitted to membership in accordance to these by-laws,
and none other, shall be members of the Association, and their names
shall be entered in the Registry of Members accordingly.
2.02 All amalgamated Provincial Curling Associations
operating in the Atlantic Region shall be eligible for membership in
the Association. Application for membership shall be in writing,
duly signed by the proper officer of the Provincial Association,
shall state that the applicant agrees to pay dues assessed as herein
provided and to abide by the by-laws of the Association and shall be
forward to the registered office of the Association.
2.03 A
Member Organization that has met its financial responsibilities to
the Association, abides by the by-laws of the Association, and
complies with the rules and regulations shall be a member in good
standing.
2.04 Every Member Organization in the Association
shall be entitled to attend any meeting of the Association.
2.05 Membership in the Association shall not be
transferable.
2.06 The membership of any Member Organization
may be terminated by a vote of three-quarters of the Directors in
Attendance and voting at any meeting of the Board of Directors in
the event that:
(a) Prescribed fees or assessments
are unpaid; or
(b) By-laws or regulations of the
Association are not followed; or
(c) The Provincial
Association ceases operation;
Provided that, in case of
termination for non-payment of fees or assessments, such Member
Organization shall be automatically reinstated if, within sixty (60)
days after termination, the Member Organization pays to the
Association all arrears to date of reinstatement. After sixty days
of termination for non-payment of fees, a Club must re-apply for
membership.
2.07 Any Member Organization may resign from the
Association by written notice addressed to the Chair of the
Association. Such resignation shall be effective upon receipt, but
shall not discharge, however, the resigning affiliate from the
obligation to pay the Association any assessments that are due and
unpaid.
Article 3: Fees and Assessments
3.01
The Board of Directors shall, from time to time, and in
consideration of the best interest of the Association, recommend
fees, assessments and schedules of payments for membership in the
Association for ratification by Voting Members at a general meeting.
Article 4: Fiscal Year
4.01 The fiscal year
of the Association shall be the period from May 1st in any year to
April 30th of the following.
Article 5: Meetings
5.01 The Annual General Meeting of the Association shall be
held within three months after the end of each fiscal year of the
Association.
5.02 A Special General Meeting of the
Association may be called at any time by a majority of the
Directors, and shall be called by the Directors if requested in
writing by at least twenty-five percent (25%) of the Member
Organizations in good standing at the time of presentation of the
request. Any such request must specify the business to be conducted
at the meeting.
5.03 In the case of an Annual General
Meeting of the Association, thirty (30) days notice of meeting is
required, while a Special General Meeting requires fourteen (14)
days' notice. Such notice shall specify the place, day and hour of
the meeting and, in the case of special business; the nature of such
business shall be given to the members. Notice shall be given in
writing and by sending it through the post in a prepaid letter
addressed to voting members from the Member Organization at their
last known contact address. Any notice shall be deemed to have been
given two (2) days subsequent to the date of posting in the ordinary
course by prepaid mail. Proof of such service shall be sufficient by
statement that the envelope containing the notice is properly
addressed and placed with Canada Post for delivery. Non-receipt of
such notice shall not invalidate the proceedings at any general
meeting. Should the services of Canada Post not be available,
alternative methods of delivery may be used and the time periods
adjusted accordingly.
5.04 At each general meeting of the
Association, the following items of business shall be dealt with and
shall be deemed to be ordinary business:
1) Minutes of
preceding general meeting;
2) Consideration of business arising
from the minutes;
3) Correspondence;
4) Consideration of the
report of the directors;
5) Consideration of the financial
statements, including balance sheet and operation statement and
report on auditors thereon
6) Resolutions;
7) Approval of
appointees to the Board of Directors;
8) New business;
9)
Appointment of auditors, as required.
5.05 No business shall
be transacted at any meeting of the Association unless a quorum of
members is present at the commencement of such business. Such quorum
shall consist of not less than five (5) Voting Members of the
Society.
5.06 If, within one-half hour from the time
appointed for any meeting of the Association, a quorum of Voting
Members is not present, the meeting, if convened upon the
requisition of Member Organization, shall be dissolved. In any other
case it shall stand adjourned to such time and place as the majority
of the Voting Members then present shall direct, consistent with the
period of notice of meeting as provided in these by-laws. The number
of Voting Members attending the rescheduled meeting will constitute
a quorum.
5.07 The Chair of the Society shall preside as
Chair at every annual general meeting, special meetings and Board of
Directors meetings of the Association.
5.08 If there is no
Chair or if at any meeting they are not present at the time of
holding the same, the Vice-Chair shall preside as Chair.
5.09 If there is no Chair or Vice-Chair or if at any meeting
neither the Chair nor the Vice-Chair is present at the holding of
the same, the members present shall choose someone of their number
to be Chair.
5.10 The Chair may, with the consent of the
meeting, adjourn any meeting from time to time and from place to
place, but no business shall be transacted at any adjourned meeting,
other than the business left unfinished at the meeting from which
the adjournment took place, unless notice of such new business is
given to the members.
5.11 The parliamentary authority of
this Association shall be Robert's Rule of Order.
Article
6: Votes of Members
6.01 Power to act and vote on any
matter shall reside in the Voting Members of the Association.
6.02 Each Member Organization in good standing shall be
entitled to appoint two official delegates to the Board of the
Association, each of whom may cast one (1) vote on any matter before
the general meeting. Proxy votes shall be permitted.
6.03
Each member of the Board shall have one (1) vote at any meeting of
the Board at which they are in attendance.
6.04 Every member
in good standing of a Member Organization shall be permitted to
attend and participate in discussion at any meeting of the
Association, but only Voting Members from the Member Organizations
may vote at any meeting of the Association.
6.05 The Chair
shall have no vote except in the case of an equality of votes. In
the case of an equality of votes, they have a casting vote.
Article 7: Board of Directors
7.01 The
subscribers to the Memorandum of Association of the Association
shall be the first directors of the Association.
7.02 Unless
otherwise determined by general meeting, the number of Directors
shall be eight (8), two representatives from each Member
Organization.
7.03 Any Member Organization of the
Association shall be eligible to be appointed a Director of the
Association.
7.04 Each Member Organization shall appoint two
(2) members to be Directors of the Association. All new Directors
will be approved at each general meeting of the Association.
7.05 Beginning at the first ordinary or annual general
meeting of the Association, one Director from each of the Member
Organizations will serve a two-year term. Then the second original
Director shall serve a three-year term.
7.06 Commencing at
the second annual general meeting of the Association, each new
Director appointed by their Member Organization will serve a
two-year term.
7.07 All Directors shall hold office in good
faith without remuneration, except that expenses incurred may be
reimbursed according to established policy of the Board of
Directors.
7.08 In the event that a Director resigns their
office or ceases to be a member in the Association, whereupon their
office as Director shall ipso facto be vacated, the vacancy thereby
created may be filled for the unexpired portion of the term by the
same Member Organization from among the Affiliate Members of the
Association.
7.09 The Association may, by special
resolution, remove any Director before the expiration of the period
of office and the Member Organization may appoint another person
from amongst their Affiliate Members in their stead. The person so
appointed shall hold office during such time only as the director in
whose place he/she is appointed would have held office if they had
not been removed.
7.10 A Director may be removed from office
if they:
(a) Is absent without just cause from two
consecutive meetings of the Board of Directors;
(b) Fails to
carry out their duties;
(c) Conducts themselves in a manner
detrimental to the Society;
(d) Ceases to be a member in good
standing of a Member Organization or Affiliate
Member.
7.11 A Director so removed from office may appeal
the decision in writing to the registered office within four (4)
weeks of being notified of the removal. The Board shall, within a
further four (4) week period, review the grounds on which the appeal
is made, confirm or alter the decision, and notify the person
appealing thereafter. No further appeal may be made.
7.12
The Chair and Vice-Chair will be appointed by the Directors and will
hold a term of one year with the option of repeating for another
term, if so eligible. The responsibility of Chair will rotate
throughout the Voting Members from the Member Organizations.
7.13 Meetings of the Board of Directors shall be held as
often as the business of the Association may require and shall be
called by any member of the Board. A meeting of the Directors may be
held at the beginning or close of every ordinary or general meeting
of the Association without notice. Notice of all other meetings,
specifying the time and place thereof, shall be given either orally
or in writing to each Director within a reasonable time before the
meeting is to take place, but non-receipt of such notice by any
Director shall not invalidate the proceedings at any meeting of the
Board of Directors.
7.14 No business shall be transacted at
any meeting of the Board of Directors unless at least five (5)
Directors are present at the commencement of such business.
7.15 A minimum of six (6) Directors must be present to make
any changes to budgets, staff contracts and any changes to policies
and procedures.
7.16 The Chair, or in their absence, the
Vice-Chair, or in the absence of both, any Director appointed from
among those Directors present shall preside as Chairman at meetings
of the Board.
7.17 The Chair may be entitled to vote as a
Director and, in case of equality of votes, they shall have casting
vote in addition to the vote to which they are entitled as a
Director.
7.18 The Canadian Curling Association Board
member(s) residing closest to Metro Halifax shall sit on the Board
of Directors as an ex-officio member.
Article 8: Powers
of Directors
8.01 The management of the activities of
the Association shall be vested in the Directors who, in addition to
the powers of authority by these by-laws or otherwise expressly
conferred upon them, may exercise all such powers and do all such
acts and things as may be exercised or done by the Association and
are not hereby or by Statute expressly directed or required to be
exercised or done by the Association in general meeting. In
particular, the Directors shall have power to engage to coordinator
and to determine their duties and responsibilities and their
remuneration. The Directors may appoint an Executive Committee,
consisting of the officers and such other persons as the Directors
decide.
8.02 The Board of Directors of the Association is
autonomous. It does not require an endorsement from any of the
Member Organizations on any decisions. Voting members have the power
to make decisions on behalf of their Member Organizations.
8.03 Without restricting the generality of the foregoing,
the Board of Directors shall have and may exercise the following
powers on behalf of the Association;
1) To acquire,
purchase, lease, sell, mortgage and convey all real and personal
property, subject to the provisions of these By-laws and the
Societies Act;
2) To borrow or raise money by way of bank
overdraft, promissory note, the issue of bonds, debentures or other
obligations or securities in the name of the Association, or by
mortgage pledge or charge of all or any part of the property or
undertaking of the Association upon such terms as the Board of
Directors may deem expedient and to purchase, redeem or pay off any
of the same, subject to the provisions of the herein By-laws and the
Societies Act;
3) To erect, purchase, repair, improve, construct,
maintain, alter, sell or dispose of any building structures,
equipment or furnishings, the property of the Association;
4) To
make and enter into contracts, bonds, engagements, and agreements to
collect all monies due the Association or that may become due to it,
to bring and defend all actions in the corporate name of the
Association in respect to all claims and demands due or owing by the
said Association;
5) To draw, make, accept, endorse, discount,
execute, issue and deliver promissory notes, bills of exchange,
cheques, receipts, bills of lading, and all other negotiable
instruments;
6) To invest and deal with the monies, securities,
bequests or endowments of the Association not immediately required
for the maintenance and administration in such manner as may from
time to time be determined;
7) To do any or all of the foregoing
as principal or by means of its officers, trustees, servants or
otherwise;
8) The Board of Directors shall have charge of the
planning and supervision of the financial affairs of the Association
and, in particular, the receipt, custody, banking and disbursement
of funds, the accounting, budget control, the preparation of annual
budgets and estimates for the Association, and the collection of
monies due the Association, the in-vestment of funds, transfer of
securities, organization of appeals for current funds, and for the
endowment of the work of the Association.
Article 9:
Committees
9.01 The Directors will be appointed to the
various committees within the Association. The Board of Directors
may appoint additional members to any committee. Members must be in
good standing with Member Organizations.
9.02 A committee
shall meet at the call of any member, may appoint sub-committees for
the carrying out of its work, shall not contract any indebtedness
without authorization of the Board of Directors, and shall submit a
report on its work to the Board of Directors or at meetings of the
Associations when required by the Board of Directors.
9.03
The Board of Directors shall establish a Chair and Executive
Committee annually. It shall have charge of all finances of the
Association, recommend ways and means of revenue for its
maintenance, supervise expenditures, and approve all accounts before
payment.
9.04 The Board of Directors shall establish a Skill
Development Committee annually. It shall supervise and coordinate
all aspects of adult curling skills development in compliance with
regulations approved by the Board of Directors. It will work with
the Technical Committees from each Member Organization in the
program development and implementation.
9.05 The Board of
Directors shall establish a Curling Club Development Committee
annually. It shall supervise and coordinate all aspects of curling
club development in compliance with regulations approved by the
Board of Directors.
9.06 The Board of Directors shall
establish a High Performance Committee annually. It shall supervise
and coordinate all aspects of high performance. It is responsible
for the program and services offered at the Regional Development
Centre. The High Performance Committee is accountable to the
Canadian Curling Associations Manager of High Performance.
Article 10: Audit of Accounts
10.01 The
auditors of the Association shall be appointed annually by the
members of the Association at the annual general meeting.
Article 11: Repeal and Amendment of By-Laws
11.01 The Association shall be empowered to repeal or amend
any of these By-laws by a Special Resolution passed by a
three-fourths majority at any general meeting.
11.02 A
Special Resolution may be proposed by the Board of Directors or by
any Member Organization and shall be submitted in writing to the
registered office at least forty-five (45) days prior to any general
meeting of the Association. Special Resolutions shall be included in
the notice of meeting sent to all Member Organization and Directors
at least thirty (30) days prior to the meeting.
Article
12: Indemnities to Directors
12.01 Every Director of the
Association, or other person having been duly authorized by
Resolution of the Board of Directors, who has undertaken or is about
to undertake any liability on behalf of the Association and their
heirs, executors and administrators, and estate and effects
respectively, shall from time to time and at all times, be
indemnified and saved harmless, out of the funds of the Association,
from and against:
a) All costs, charges and expenses
whatsoever which such Director, or other persons sustains or incurs
in or about any actions, suit or preceding which is brought,
commenced or prosecuted against him or in respect of any act, deed,
matter or thing whatsoever made, done or permitted by him in or
about the execution of the duties of his office; and
b) All other
costs, charges and expenses which he/she sustains or incurs in or
about or in relation to the affairs thereof, except such costs,
charges or expenses as are occasioned by his own willful neglect or
default.
Article 13: Miscellaneous
13.01 The
Association shall file with the Registrar with its Annual Statement,
a list of its Directors, with their addresses, occupations and dates
of appointment or election, and within fourteen (14) days of a
change of Directors, notify the Registrar of such change.
13.02 The Association shall file with the Registrar a copy,
in duplicate, of every Special Resolution within fourteen (14) days
after the resolution is passed.
13.03 The seal of the
Association shall be in the custody of the Chair and may be affixed
to any document upon resolution of the Board of Directors.
13.04 The Board of Directors will determine the location of
the Head Office of the Association.
13.05 The Board of
Directors may establish an office or offices of the Association in
such other places in Atlantic Canada as the affairs of the
Association may require.
13.06 All minutes of the Board of
Directors, Committees and General Meeting of the Association shall
be kept at the Head Office.
13.07 All books and records of
the Association will be kept at the Head Office.
13.08 The
Chair of the Board of Directors, Committee and General Meeting will
appoint a person in attendance at said meeting to record and prepare
the official minutes from that meeting.
13.09 Any Voting
Member may inspect the books and records of the Association at any
reasonable time at the registered office of the Association.
13.10 The Association may create and maintain affiliations
with other similar societies, organizations as are deemed prudent
and advisable by the Association.
13.11 The Board of
Directors may create, and amend from time to time, policies,
procedures and regulations for the administration and operations of
the Board of Directors and of the Association.
Adopted
June 11, 2001
Revised August 22, 2001
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