By-Laws of the Goulbourn Sea Hawks Swim Club
The By-Laws of the GOULBOURN SEA HAWKS are as follows:
I – Definitions and Interpretation Club
1. The Corporation shall be called the Goulbourn Sea Hawks (Gsh) (“the Corporation”).
2. The operation of the Corporation is to be principally, but not exclusively, carried on in the Ottawa Carleton area.
3. The head office of the Corporation shall be in the city of Ottawa, in the Province of Ontario, at such place within the Municipality as may be provided for in a resolution of the board of Directors of the Corporation. The head office of the Corporation may be situated outside the limits of the City of Ottawa only where such change is provided for by special resolution.
4. The interpretation of the Corporation by-laws, or any matter not provided for herein shall be referred to the Board of Directors whose decision on the matter shall be final.
5. Unless the context otherwise requires, expressions defined in Ontario Business Corporation Act shall have the meaning so defined. Words importing the singular shall include the plural and vice versa. Words importing the masculine gender shall include the feminine and vice versa. The term 'written' shall be interpreted to include electronic correspondence.
II Objectives of the Corporation Club
1.It is the objective of the Corporation to promote, develop and strengthen the sport of competitive and none competitive swimming in the community, and to provide a club structure so as to permit each member to work and train toward satisfaction of short and long-term goals jointly established by the swimmer and the coach.
2. To accomplish the objective of the Corporation, the Corporation shall:
- a.) teach the skills of swimming in the four (4) universally recognized competitive strokes – freestyle, breaststroke, backstroke, and butterfly;
- b.) introduce and improve the technical skills required to produce efficiency through the water on starts and turns;
- c.) improve individual member physical fitness, through water and dry land training, by gradually increasing the emphasis on speed, strength, and endurance;
- d.) participate in the social and emotional development of its members by promoting the fun aspects of training and team involvement through progressive workouts;
- e.) organize and encourage participation in team time trials and local meets;
- f.) promote swimmer excellence by arranging for qualified members to attend appropriate level meets, and by providing the level of coaching and training necessary to obtain excellence at all levels;
- g.) in the event that excess revenue is available such revenue shall be directed towards the following:
- i) maintain a reserve fund dedicated to the operation of the club
- ii) excellence within the club swim program, by subsidizing the cost of swim meets and training for swimmers and coaches, on the recommendation of the Head Coach and approval of the Board of Directors.
- h.) when possible participation with other swim clubs in a regional, provincial, national and international program designed to improve the caliber of swimming of GAC members
3. In order to meet the objectives set out above, the Corporation may:
- a) affiliate with the Provincial section of the Swimming/Natation Canada, the national sport governing body, and make any arrangements with other so affiliated swim clubs in the Province of Ontario or elsewhere, provided any such arrangement is consistent with the objectives of the Corporation
- b) generally, purchase, lease, hire or otherwise acquire any real or personal property and any rights or privileges thereto which the Corporation may deem necessary or convenient;
- c) construct, maintain, alter, lease or otherwise acquire the use of any buildings or works which the Corporation may deem necessary or convenient;
- d) raise or borrow money in such a manner as the Corporation shall deem necessary to ensure its continuance consistent with the objectives of the Corporation, provided such borrowing complies with the requirements set out in this by-law.
III – Membership Club
1. Members of the Corporation shall be those persons who subscribe to the By-laws of the Corporation and are in good standing.
2. A member shall be in good standing if all his or her club fees have been paid in accordance with the payment schedule, and swim meet expenses are not more than two meets in arrears.
3. The following shall be the three categories of membership:
- a) Team membership: This category shall include those persons who participate in the swim program;
- b) Adult Membership: This category shall include parents or guardians of a team member or other interested persons over the age of 18 years;
- c) Honorary membership: This category shall include those members or associations who have made an outstanding contribution to the Corporation and have been elected to the membership by a majority vote of the Board of Directors of the Corporation.
4. Persons wishing to become team members of the Corporation shall try out and apply through the Corporation registration office for consideration by the Board of Directors. Persons other than team members and parents/guardians of team members who wish to apply for membership in the Corporation may apply directly to the Board of Directors.
5. Membership status of a person or association may be lost for any of the following reasons:
- a) Willful violation of the By-laws of the Corporation – any member who willfully violates the By-Laws of the Corporation may have his or her membership revoked by a majority vote of the Board of Directors of the Corporation;
- b) Non-payment of dues or fees – Any member who owes fees or dues to the Corporation which are more than sixty (60) days in arrears after due notice is given may have his or her membership revoked by a majority vote of the Board of Directors of the Corporation
- c) Lack of Discipline – Any team member who fails, without cause, to attend practices regularly or who otherwise become a discipline problem, where, in the opinion of the Board of Directors and the Head Coach, it becomes necessary to terminate the membership of team member, a designated Board of Directors member and the Head Coach shall consult with the member and/or the member’s parent(s) or guardian(s) to discuss the reason for termination. If following such consultation, the designated Board of Directors member and the Head Coach still believe termination of the membership is necessary and appropriate, they shall make such recommendation to the Board of Directors whose vote on the matter shall be final. In the event that the team member and/or his/her parent(s) or guardian(s) disagree with the decision of the Board of Directors, the member shall have the right to present his/her case to the Board of Directors for reconsideration. The member or his or her parent/guardian shall have the right to appeal to the Board of Directors within thirty (30) days of the notice of the Board of Directors ‘s decision.
- d) Voluntary Resignation – Any member may resign from membership upon 30 days notice in writing to the Corporation, the corporation shall refund the member for the remainder of the swim term after the 30 days notice has expired, refunds shall not be made to members that resign after February 1st. The Board of Directors may modify this policy for special circumstances and only on a case by case bases.
6. Membership in the Corporation shall not be assignable or transferable. The interest of a member in the Corporation lapses and ceases to exist upon his or her death or when the period of membership expires, or when he or she ceases to be a member by resignation or otherwise in accordance with the By-laws of the Corporation.
7. Registration for swimming programs shall be held within ninety (90) days of the commencement of the fiscal year for the upcoming season.
8. The new swimming season shall start no later than the 15th of September of every year. In special cases where the new swimming season is not possible to start on September 15th, the Board of Directors shall do its best to assign a new starting date and communicate this new date with all members
IV – Financial Matters
1. The fiscal year of the Corporation shall commence on the first day of July and end on the thirtieth day of June each and every year.
2. The fees and dues payable by team members shall be determined by the Board of Directors.
3. Signing authority on negotiable instruments shall require the signature of at least two Board members in good standing.
V Execution of Documents
1. The term ‘documents’ as used herein shall include all contracts, documents, instruments in writing, deeds, transfers, mortgages, charges, conveyances, assignments of property, real or personal, moveable or immoveable, agreements, releases, receipts, discharges for the payment of money or obligations, transfers and assignments of shares, stocks, bonds, debentures or other securities, and all paper writings.
2. After the approval by the quorum of the Board of Directors, execution of all documents requiring the signature of the Corporation may be signed by the President or the Vice-president, together with the Secretary or Treasurer or by any two Directors of the Corporation all documents so signed shall be binding upon the Corporation without any further authorization or formality.
3. After the approval by the quorum of the Board of directors and in particular, without limiting the generality of the foregoing, the President or the Vice-president, together with the Secretary or Treasurer or any two directors of the Corporation shall have the authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures rights, warrants or other securities owned by or registered in the name of the Corporation and to sign and execute, under the corporate seal or otherwise, all assignments, transfers, conveyances, powers of attorney and other instruments that might be necessary for the purpose of selling, assigning transferring, exchanging, converting, or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.
4. All projects requiring contractual agreements shall be approved prior to execution of the contract by a quorum of the Board of Directors at any regular meeting.
5. The Board of Directors` shall have the power from time to time to appoint by resolution any office(s) or any person(s) to either sign documents generally on behalf of the Corporation, or to sign specific documents on behalf of the Corporation.
6. The seal of the Corporation may be affixed to document signed by authorized persons when required.
VI – Borrowing of Money and Issuing of Securities
1. The Board of Directors of the Corporation may, for the use of and on behalf of the Corporation:
- a) issue, sell or pledge the securities of the Corporation
- b) charge, mortgage or pledge all or any of the real or personal property of the Corporation, present and future, including book debts and unpaid calls, rights, powers franchises and undertakings, to secure any securities or money borrowed, or other debt, or any other obligations or liability of the Corporation.
2. Securities as used in this section shall include bonds, debentures, or other like liabilities, whether constituting a charge on real property of the Corporation or not
3. The Board of Directors may from time to time authorize any Director, officer, employee or other person, whether connected with the Corporation or not, to make arrangements with respect to the money borrowed or to be borrowed. The authorized person shall have the power to determine the terms and conditions of the loan or other securities, to vary or modify such arrangements, and to generally manage, transact and settle the borrowing of money for the Corporation
4. The Board of Directors may from time to time authorize any Director, officer, employee(s) or other person(s), whether connected with the Corporation or not, to sign, execute, and give on behalf of the Corporation, all documents, agreements, and promises necessary and desirable for the purpose of borrowing. The Board of Directors may also authorize any person as above for the drawing, accepting, endorsing, issuing, or renewal of bills of lading, or other negotiable instruments other than promissory notes and cheques. Any documents so signed shall be binding on the Corporation.
5. Any borrowing or project requiring a capital outlay in excess of twenty percent (20%)of the annual; operating budget of the Corporation must be authorized by a simple majority of the voting membership. All other borrowing or projects may be authorized by the Board of Directors as they see fit.
VII – Nominations and Elections of Board of Directors
1. Any Adult Member in good standing is eligible to hold office.
2. At least Thirty (30) days prior to the Annual General meeting, the Board of Directors shall appoint a nominating committee consisting of at least two (2) Directors of the Corporation.
3. The nominating committee shall prepare a slate of officers and directors from each of whom consent shall be obtained for election to office at the Annual General Meeting.
4. Nominations for election may be made by any adult member in good standing provided the nominee’s written consent is given to the Secretary of the Corporation at least twenty-five (25) days prior to the Annual General Meeting.
5. The Secretary shall advise all members in good standing in writing of nominations at least twenty (20) days before the Annual General Meeting.
6. In the event that there are insufficient nominees to stand for all offices, members of the new board will make appointments to fill the vacancies. Nominations may not be accepted at the AGM..
7. The Chairman at the Annual General Meeting shall appoint two (2) scrutineers from among those persons not contesting office.
8. Election shall be by secret ballot where more than one candidate is contesting office. In the event that there is only one candidate for an office, that candidate is automatically elected by acclamation.
VIII – Meetings of the Corporation
1. Forty percent (40%) of the eligible voting members in good standing shall constitute a quorum of the Annual General, Special or General meetings.
2. All meetings shall be conducted in accordance with “accepted Parliamentary procedure”.
3. Each member of the Corporation in good standing shall have one (1) vote at all Special and Annual General Meetings to a maximum of one (1) eligible vote per swimmer family. All Board members shall have one vote at all Board meetings to a maximum of one eligible vote per swimmer family.
4. There shall be no votes by proxy considered.
5. Items of business at all meetings of the Corporation shall be decided by a simple majority, unless otherwise provided herein.
6. The President is entitled to cast a second and/or deciding vote where it becomes necessary.
IX Annual General Meeting
1. The Annual General Meeting of the Corporation shall be held each year in the month of September at such time and place as determined by the Board of Directors.
2. The order of business at the Annual General Meeting shall be:
- a) Minutes of the previous Annual General Meeting
- b) Business Arising from the previous Annual General Meeting
- c) Financial Report of the Auditors
- d) Annual Report of the Officers and Head Coach
- e) New Business Arising (these agenda items will have been submitted to the Board at least 14 days prior to the AGM for approval)
- f) Report of Nominating Committee
- g) Election of Officers and Directors
- h) Adjournment
3. Written notice of the Annual General Meeting shall be circulated to members at least thirty (30) days prior to the meeting.
4. In the event that there is not a quorum at the Annual General Meeting within one-half hour of the time stated in the notice, the meeting may continue with a motion from the floor with unanimous consent from those present. If there is not unanimous consent to continue, the meeting shall be adjourned for two (2) weeks, and shall be held whether or not a quorum is present. Notice of any such adjournment shall be circulated to all voting members in good standing by the Secretary.
X Special and General Meetings
1. The Chairman of the Board of Directors, or any other Director sitting instead of the Chairman by order of the Board of Directors, may instruct the Secretary to call a Special Meeting.
2. A Special Meeting shall be called by the Secretary upon the written request of fifty-one percent (51%) of the total swimmer families registered as members in good standing.
3. Notice of Special Meetings or General meetings shall be circulated in writing by the Secretary to all members and known prospective members at least fourteen (14) days prior to the meeting.
XI Board of Directors
1. The affairs of the Corporation shall be managed by the Board of Directors who may exercise all such powers and do all such acts as may be exercised or done by the Corporation. Each Director elected to office shall assume the responsibility for some portion of the operation of the Corporation.
2. A Director may not hold office if:
- a) he or she has not reached the age of eighteen (18) years;
- b) he or she has been found to be of unsound mind by a Court of Canada or elsewhere;
- c) he or she is not an individual person;
- d) he or she has a status as a bankrupt; or
- e) he or she is not a member in good standing of the Corporation.
3. The office of Director of the Corporation may not be held or shall be vacated if:
- a) any of the requirements in the preceding paragraph are violated;
- b) he or she becomes bankrupt or makes an authorized arrangement with creditors, or is declare insolvent;
- c) he or she is convicted of a criminal offense;
- d) he or she dies; or
- e) if he or she resigns in writing to the Corporation.
4. The Board of Directors shall consist of at least five (5) members. Additional positions may be created by a majority vote of the Board of Directors at a Board meeting.
5. The Board of Directors shall include the following positions, who are also Officers of the Corporation:
- a) President/Chairman
- b) Vice-President(s)
- c) Secretary
- d) Treasurer
6. The immediate Past-President may be a member of the Board of Directors, but shall not be an Officer of the Corporation.
7. The term of office for all Directors shall be one (1) year. A Director shall not normally hold the same office for more than two (2) years in succession.
8. Only one member per swimmer family may hold office on the Board of Directors at any given time. If it proves impossible to fill a vacancy on the Board of Directors, a second member of the swimmer family may serve on the Board of Directors.
9. A regular meeting of the Board of Directors shall be held at the call of the President at least once every sixty (60) days. An initial meeting of the Board of Directors may be held within one month of the AGM for the sole purpose of introductions (i.e. no motions may be made or passed).
10. The order of business, unless otherwise specified by those present, shall be:
- a) minutes of the previous regular meeting
- b) business arising
- c) report of officers
- d) report of directors – committees
- e) new business; and
- f) adjournment
11. Fifty-one percent (51%) of the members of the Board shall constitute a quorum at the regular Board meetings. Members of the Club who are not Board members are welcome to attend all open Board of Directors meetings for information. If called upon by the Chair of the meeting they may offer comment and/or ask questions.
12. In the event that there is not a quorum at a regular meeting within one (1) hour from the time specified, the said meeting shall be adjourned for one (1) week and shall then be held whether a quorum is present or not. Written notice of the adjournment shall be circulated to the members of the Board of Directors by the Secretary.
13. The President, or, in his/her absence, the Vice-President, shall preside as Chairman of the meeting of the Board of Directors. If neither is present within thirty (30) minutes of the appointed time of the meeting, the Board of Directors present may chose a Chairman to preside at the meeting.
14. The Board of Directors should review and update the constitution every 5 years or more frequently if required.
15. In the event any vacancies occur on the Board of Directors, the Board may fill such vacancies by appointment. Appointees shall be a member in good standing and shall hold office until the next Annual General Meeting.
16. Members may, by a resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of the term, but that no director shall be removed where the vote is cast against the resolution for his or her removal.
17. Any Director who fails to attend three (3) consecutive meetings of the Directors without good cause shall cease to be a Director and may be replaced by appointment of the Board of Directors. 18. The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his or her position. A Director may be paid or reimbursed for reasonable expenses incurred in the performance of his or her duties.
XII – Duties of the Officers
1. President - The President shall preside as chairperson over all Annual general, Special and General meetings, and all Board of Directors meetings. The President shall also attend to those matters requiring the attention of the chief spokesperson of the Corporation and shall have such other powers and duties as from time to time be delegated to the President by the Board of Directors.
2. Vice-President – The Vice-President shall be a member of the Board of Directors and perform all of the duties and responsibilities of the President in the absence or disability of the President; and the Vice-President shall have other such powers and duties as may from time to time be delegated to the Vice-President by the President or the Board of Directors.
3. Secretary – The Secretary shall prepare and keep the minutes of the meetings of the Corporation; Shall notify all members of meetings as directed by the President, Vice-President or membership as provided by these by-laws; Shall send out proper notices; Shall perform and carry out such other duties as may be prescribed by the Board of Directors or the President; Shall keep a copy of the constitution and by-laws in the minute book.
4. Treasurer – The Treasurer shall collect and disburse all funds and be responsible for maintaining all accounting functions of the Corporation; Shall provide the Board of Directors with both the financial objectives required to sustain the Corporation and procedures to be used to ensure adequate control over revenues and expenditures.
XIII – Protection of Directors
1. Every Director or Officer of the Corporation, or any other person who has undertaken any liability on behalf of the Corporation, and their heirs, executors and estate shall at all times be indemnified out of funds of the Corporation from and against:
- a) all costs, charges and expenses whatsoever they sustain or incur in any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in the execution of his or her duties of office or in respect of any such liability;
- b) all other costs, charges and expenses which he or she sustains or incurs in relation to the affairs thereof, except such costs, charges and expenses as are occasioned by his or her own willful neglect or default
XIV – Head Coach
1. The Board of Directors will annually ensure that a Head Coach has been engaged, 30 days before the Annual General Meeting, for the upcoming Swimming Season.
2. The Head Coach shall not accept similar coaching duties elsewhere without the knowledge and consent of the Board of Directors.
3. The Head Coach shall appoint an assistant coach or coaches, subject to the approval of the Board, and shall be responsible for all coaching activity.
4. The Head Coach shall attend all regular meetings of the Board of Directors, and shall submit a report to the Board, outlining proposed plans for the consideration of the Board of Directors.
5. The Head Coach shall submit a program report at the Annual General Meeting and attend the Annual General Meeting.
6. The Head Coach shall be responsible for making recommendations to the Board of Directors concerning the program activities of the Corporation.
7. The Head Coach shall have the final decision regarding meet entries, discipline and training of swimmers.
8. The Head Coach shall give the Corporation a minimum of three (3) month’s notice of his or her intention to leave the position.
9. The Head Coach may be dismissed for cause by a two-thirds (2/3) majority vote of the Board of Directors.
XV Amendments to the By-laws
Amendments to the by-laws may be made by a two-thirds (2/3) majority vote of the membership present at the Annual General Meeting. Notice of such proposed amendments shall be submitted to the Secretary in writing at least thirty (30) days prior to the meeting for circulation to the membership with notice of that meeting.
DATED at Ottawa, this day of __________, 2006