CALGARY CANOE CLUB BY-LAWS
(Adopted by Special Resolution of the Board, ratified by the Club Membership, in 2020)
ARTICLE 1: GLOSSARY
- In this By-law unless the context requires a different meaning
(a) “Club” means The Calgary Canoe Club.
(b) “Member” means a member in good standing of the Club under Article 5.01.
(c) “Voting Member” means any member of the club entitled to vote as referred to in Article 5.01.
(d) A “Motion” means any formal proposal placed before a meeting or deliberative assembly in order that it may be debated to a conclusion.
(e) “Resolution” means any formal determination made by a body on the basis of a motion, or proposal duly placed for debate and decision.
(f) “Majority Vote” means a vote comprised of a simple majority.
(g) “Ordinary Resolution of the Club” means a resolution passed with Majority Vote by those Voting Members present at an Annual General Meeting or Special meeting of the club.
(h) “Board” means the Board of Directors, as referred to in Article.
(i) “Ordinary Resolution of the Board” means a resolution passed with a Majority of the members of the Board presented at a meeting of the Board.
(j) “Officer” means any member of the Board.
(k) “Junior" means a member under the age of 18 at the commencement of the calendar year.
(l) “Notice” means giving notice by mail, email, posting on the Club website or in social media or other electronic means. Notice shall be considered adequately given by communication to a person to the most recent mail address, email address, social media account or similar.
(m) All references to His or Her shall be inclusive of persons of any or no defined gender.
(n) All references to the Executive Director or Club Manager shall mean the same.
2.01 The name of the Club shall be “The Calgary Canoe Club”.
3.01 The objectives of the Club are to promote enjoyable and safe paddling through recreational, competitive and educational canoe, kayak and outrigger programs and to promote excellence in canoe, kayak and outrigger racing.
3.02 In pursuit of its objectives, the Club may:
(1) Acquire and maintain equipment and other property
(2) Publish and distribute brochures, newsletters, books and other material to educate, inform and promote the progress of paddling sports and the work of the Club
(3) Receive and administer gifts, donations, and bequests from members of the Club and others
(4) Make contributions and render assistance to individuals and institutions engaged in the pursuit, study and advancement of paddling sports.
Membership in the Club shall be open to all persons who are interested in Paddle Sports offered.
There shall be eight (8) classes of annual Club memberships
- Junior Members are those under the age of 18
- Student Members – are over the age of 18 with current student identification
- Single Members – include those over the age of 18 and are not students
- Family Members -include a maximum two adults, no maximum for under 18 or students, all must live at the same address
- Senior Members – are over the age of 65 with proper identification
- Honorary Members– In recognition of outstanding contribution to the Club's success, an individual may be awarded an Honorary Life membership
- Temporary Members – for volunteers (non-voting)
- Complimentary Members– to be used in special circumstances as determined by the Executive Director.
4.03 No member may belong to more than one class of membership at the same time.
Every member, with the exception of temporary members, are entitled to exercise the following specified rights:
- To attend all meetings of the Board or Committees, unless, in certain circumstances the Board or Committee declares, by Majority Vote of the Board or Committee, a meeting or a part of a meeting to be closed to membership.
- To attend the Annual General Meeting and Club Meetings and vote at such meetings with a single vote if the member is over the age of 17 and has fully paid their membership, in good standing.
- For Junior Members to have the parent/guardian, whom signed the members’ registration form, vote on their behalf at meetings for the member under the age of 18 years. There will be one vote per parent/guardian.
- To have one vote per adult up to a maximum of two in a family membership.
- To stand for election as an officer of the Club if 18 years of age or older. Junior members may have the signing parent/guardian stand for election as an officer of the Club.
- To volunteer for directorship or membership on committees the member must be 18 years of age or older or the signing parent/guardian of the Junior member can volunteer for directorship or membership of a Junior member.
5.02 TERMINATION AND EXPULSION FROM MEMBERSHIP
- A member may terminate his or her membership in the Club by giving written or electronic notice to the Club. The notice shall take effect on the date of the receipt of the notice at the Club or the date, if any specified in the notice, whichever is the later. There is no right to a refund of fees for the remaining membership period but the member can request a refund which will be determined on a situational basis by the Club.
- Any member of the Club whose continued membership in the Club is not in the best interest of the Club may be expelled from membership in the Club by ordinary Resolution of the Board, ratified by Ordinary Resolution of the Club. A member whose expulsion is proposed has the right to receive notice of the meetings at which such expulsion shall be proposed and of the intention to propose such expulsion, and to make representations at the meeting at which the votes are held.
5.03 MEMBERSHIP YEAR
- a) The Membership Year is May 1 to April 30.
- b) The Board, on an annual basis, will set the membership fee for each category of membership.
- c) Fees for the annual membership must be paid each year, before participating as a member or having paddling privileges.
The business and property, if any, of the Club shall be administered by a Board comprised of
- The Executive Committee under Article 6.02
- Additional Directors to fulfill duties, as presented at the Annual General Meeting
- The positions of Commodore, Vice-Commodore, Secretary and Treasurer must be filled at all times.
- A member may occupy no more than one (1) of the offices of Commodore, Vice-Commodore, Secretary or Treasurer at the same time.
- The position of Executive Director/ Club Manager will be considered non-voting.
The Executive Committee shall consist of the Club officers holding the positions of, Commodore, Vice-Commodore, Treasurer, and Secretary.
The Executive Committee shall
- Transact the routine business of the Club when the Board is not meeting and shall transact business as requires immediate action
- Have such other duties as may be prescribed by the Board
- All business transacted by the Executive Committee shall be documented
Meetings of the Executive Committee shall be called by the Commodore
- At the request of any member of the Executive Committee
- When the business of the Club requires such meeting
- The Commodore shall give notice of a meeting as prescribed for Committees under Article 8.01
- All actions taken and decisions made by the Executive Committee shall be reported and ratified by Club Board of Directors at the next Board meeting.
- There shall be no less than five (5) Directors and no more than ten (10) Board Directors.
- The list of candidates for election to the Board shall be gathered by the Secretary. The person presiding at the Annual General Meeting shall call for additional nominations from the floor. Any eligible candidate may run for more than one available position; however, once elected to any position their name is struck from the rest of the ballot.
- Any member, whom is at least eighteen (18) years of age, and is not a Club employee, is eligible to stand for election as an officer of the Club.
- Junior members may have the signing parent/guardian stand for election as an officer of the Club
- Each member of the Executive Committee shall be elected by majority vote of those Voting Members present and voting at the Annual General Meeting of the Club.
- If only one (1) candidate has been nominated for an office, said candidate shall be deemed elected by acclamation.
- When more than one (1) candidate has been nominated for an office, each candidate shall present their qualifications to the membership for consideration.
- Voting shall be by secret written ballot distributed at the Annual General Meeting.
- In the event of a tie for any Board position, the names of all remaining candidates for that position and not yet placed, if any, who receive fewer votes shall be struck from the ballot. For the position in question a further secret ballot shall be held. In the event of a tie, candidates will be provided the opportunity to present their qualifications to the membership again prior to re-vote.
- The names of Board Members thus elected shall be announced at the Annual General Meeting, after which announcement all ballots shall be destroyed.
- All terms of office commence at the close of the Annual General Meeting at which the Board member was elected.
- In order to achieve continuity of experience the term of office each Board Director shall be two (2) years with the intention that terms shall be staggered such that only half of the Executive Committee and half the other members of the Board are up for election each year.
- An incumbent elected by the Club, and occupying the office of Commodore, Vice-Commodore, Secretary, Treasurer or Board Member may not stand for re-election to the same office for a fourth (4) consecutive term.
- In the case where there are no candidates for one of the executive board positions of Commodore, Vice-Commodore, Secretary or Treasurer the incumbent Executive Committee Member can be reelected for an additional term.
- A member of the Board may be removed from office by Ordinary Resolution of the Board ratified by Ordinary Resolution of the Club.
- A member of the Board whose removal is proposed has the right to receive notice of the meeting at which such removal shall be proposed and of the intention to propose such expulsion, and to make representations at the meetings at which the votes are held.
If an Executive Committee position becomes vacant before the normal end of term for that office, due to the elected officer thereof having resigned, ceased to be a member, expelled from office, or being otherwise absent or incapacitated, the position shall be filled as soon as reasonably possible after the vacancy as follows
- In the case of vacancy of the office of Commodore, the Vice-Commodore shall assume the position of Commodore. Such appointment shall last for the duration of the absence of the elected officer, or until the normal end of term for that office, whichever comes first.
- In case of vacancy of Vice-Commodore, Treasurer, or Secretary the Board may appoint, subject to Article 6.01(3) a consenting Voting Member in Good Standing to fill such vacancy. Such appointment shall last for the duration of the absence of the elected officer, or until the normal end of term for that office whichever comes first.
- If a Director's office becomes vacant before the normal end of term for that office, due to the position not being filled at the AGM, or the need for such a position not anticipated, or due to the Director having resigned, ceased to be a member, expelled from office, or being otherwise absent or incapacitated, the Board may appoint, subject to Article 6, a consenting Voting Member in Good Standing to fill such vacancy. Such appointment shall-last for the duration of the absence of the Director, or until the normal end of term for that office, whichever comes first.
- The Board may appoint from among the members of the Club, standing committees, as required.
- Voluntary membership on any committee, other than the Executive Committee, shall be subject to approval by Ordinary Resolution of the Board.
- The date, time, location, purpose and attendance restrictions under Article 5, for Committee meetings shall be given in such a manner as to provide reasonable notification to the members of the Committee and additional attendees as far in advance of the meeting as possible.
- The Executive Director may sit on committees as administrative and technical advisor.
- Except as otherwise specified in the bylaws, the conduct of all meetings of the Club and the Board shall be guided by the precepts of Robert’s Rules of Order.
- A quorum of members is required at all meeting of Members where any official transaction is to be conducted. Should Members leave in the course of a meeting that has begun with a quorum, proceedings shall continue.
- If a quorum is not met at the beginning of the meeting the meeting shall be rescheduled. If the quorum of the rescheduled meeting is not met at the beginning of the second meeting the meeting will continue without a quorum. A weeks notice will be given to the membership of the next meeting.
A quorum of
- The Board shall be no less than fifty (50) percent of the Board members
- The Executive Committee shall be no less than three (3) of the Executive Committee officers having voting rights
- The Club shall be ten (10) percent, or fifteen (15), of Voting Members, whichever is greater
- A standing Committee shall be fifty (50) percent, or two (2), of the Committee members, whichever is the lesser
- Any Voting Member may present a motion at a Club meeting or the Annual General Meeting.
- A Member in attendance at a Board meeting who is not a member of the Board may speak during discussions or debates, but may neither vote on, nor introduce motions.
- Notwithstanding Article 8.01(4) a petition signed by at least a quorum of the Club under Article 8.01(4c) and presented to the Board at a Board meeting, shall be considered a properly presented and seconded motion.
- Unless otherwise noted, all motions arising at meetings of members shall be decided by Ordinary Resolution. Except in Committee meetings, the presiding member shall not vote.
- If, at any meeting, a vote requires a written ballot, two (2) people in attendance shall be nominated and elected by majority vote to act as scrutineers for the duration of the meeting, for examining all ballot results to the person presiding over the meeting.
- Every resolution adopted at such a meeting is binding upon the Club, the Board and officers thereof, except to the extent that it is inconsistent with the by-laws of the Club.
- The failure of any member to receive notice of a meeting shall not, in any way, invalidate any business transacted at the meeting.
- Members who are disruptive or abusive at Board or Annual or special meetings may be removed from the meetings
- The Club shall hold an Annual General Meeting of its members on or before June 30. Written notification of the agenda, time, date and location of the meeting must be sent to every voting member, at the members mail, email, social media or equivalent address as it appears in the records of the Club, and posted on the Club Website or similar at least thirty (30) days prior to the meeting.
At every Annual General Meeting the following business shall be transacted
- The receipt and approval by Ordinary Resolution of the Club of the Secretary’s report on the membership, the meetings and other activities of the Club for the preceding twelve (12) months
- The receipt and approval by Ordinary Resolution of the Club of the Treasurer’s report including the financial statements for the preceding fiscal year of the Club
- The election of scrutineers specified under Article 8.01 (9) for handling all ballots resulting from the election of the Board under Article 6.04
- The election of the Board as provided in Article 6.04
- Any additional business mentioned in the agenda under Article 8.02 (1).
- The Commodore shall call meetings of members of the Club at least once (1) per year which can be the Annual General meeting. Notice of such meetings shall be given in such a manner as can reasonably be expected to notify the members of the Club of such meetings.
- The Commodore, or in his or her absence, Vice-Commodore, or in his or her absence, a member of the Board designated by the Commodore, shall be the presiding office pro tem at all meetings of the Club.
- In the absence of the Secretary, the person presiding shall appoint a member to record minutes of the meeting.
- The format of the Club meeting will be defined by the Board, but shall include the approval of the minutes of the previous Club meeting.
- The Board shall meet as often as the business of the Club may require. The Commodore shall call and hold at least six (6) meetings per year, one (1) of which shall be within three (3) months before the Annual General Meeting of members of the Club and another within thirty (30) days following the Annual General Meeting.
- Upon receipt of a written requisition signed by at least a quorum of the Board under Article 8.01(4a), the Commodore shall call a meeting of the Executive to consider that business specified in the requisition. If the Commodore (or his or her designate) fails, within seven (7) days of said requisition, to call a meeting of the Board, then any member of the Board who has signed the said requisition may call a meeting of the Board. The presiding officer at the meeting shall be as prescribed under Article 8.04(5). Notice of any such meetings of the Board shall be as prescribed under Article 8.04(3). The notice shall also state the names of the requisition’s members, the date, time and location of the meeting, and business specified in the requisition.
- Notice of Board meetings shall be given to all members of the Board at least seven (7) days before the meeting by the Commodore of those members of the Board who have requisitioned a meeting of the Board.
- The Commodore, or in his or her absence, the Vice-Commodore, or in his or her absence, a member of the Board previously designated by the Commodore, shall preside pro tem at the meeting. If the Commodore fails to designate a person, then the Board at the meeting may elect a person to preside over it. The presiding member of the meeting may at any time call another member of the Board to take the chair and preside over the meeting.
- In the absence of the Secretary, the person presiding shall appoint a member of the Board to record the Minutes of the meeting.
The fiscal year of the Club commences on 1 January and ends on 31 December.
- The books, accounts, and record of the Secretary and Treasurer of the Club shall be scrutinized, at least once a year, by two (2) Voting Members or one Qualified Accountant. Financial Statements shall be prepared for the fiscal year and include statements of revenue and expenses and assets and liabilities.
- The books and records of the Club may be inspected by any member of the Club at the Annual General Meeting, or at any other time convenient to both the member and the Secretary, Treasurer, or Executive Director.
10.1 Subject to Board approval, contracts, documents, or any instruments in writing requiring the signature of the Club shall be signed by any two of the Commodore, the Vice-Commodore, the Secretary, the Treasurer and Executive Director.
- All contracts, documents, and instruments so signed shall be binding upon the Club without further authorization or formality.
- The Board shall have the power to appoint an officer or officers on behalf of the Club to sign contracts, documents, and instruments in writing.
The funds of the Club shall be retained in deposits in Canadian banks, or in securities authorized for insurance companies under the Insurance Companies Act, or with an institution insured under the Canada Deposit Insurance Corporation Act or similar provincial legislation.
The Board shall not be restricted in their management of Club funds and shall have the right to approve all expenditures upon a simple majority vote of the Board.
The Club may borrow money by Ordinary Resolution of the Board, ratified by Ordinary Resolution of the Club.
No officers or members of the Club, excluding staff members, shall receive remuneration for his or her services as an officer or member of the Club.
12.01 The Club shall at all times maintain adequate insurance, including liability coverage, on selected Club assets, as well as provide for the security of such assets. The degree of insurance shall consider the cost and benefits of coverage and is not expected to include full replacement of all assets.
13.01 The Club may undertake to dissolve itself, by unanimous vote of all serving members of the Board, ratified by more than two-thirds (2/3) of the entire voting membership. Written notification must be sent to every voting member at the member’s address as it appears in the records of the Club, at least thirty (30) days prior to the meeting at which the vote is held.
13.02 The dissolution of the Club shall not be deemed complete until all its’ debts, obligations, and claims arising from the conduct of its affairs have been discharged and its’ tangible assets disposed of.
13.03 The Board shall propose a plan for compliance with Article 13.02, to be approved by special Resolution of the Club, within sixty (60) days of the vote approving the dissolution of the Club under Article 13.01.
13.04 The members of the Club shall have no entitlement to a share of the net assets of the Club which shall be distributed to other organizations involved in Canoe/Kayaking on dissolution .
14.01 These by-laws may be repealed or amended, and other by-laws of the Club may be enacted, repealed or amended by Ordinary Resolution of the Board of the Club ratified by Ordinary Resolution of the membership.
14.02 Should the Club be dissolved under Article 13.01 these by-laws shall no longer be in effect.