Club de Natation Bleu et Or incorporé (CNBO)
BY-LAWS
ARTICLE I GENERAL
1.1.1 Purpose
These By-laws relate to the general conduct of the affairs of Club de Natation Bleu et Or, also known under the name of CNBO.
1.2 Definitions
The following terms have these meanings in these By-laws:
- Act – the Club de Natation Bleu et Or Act, as amended.
- Auditor – an individual, partnership, or corporation appointed by the Members at the Annual Meeting to audit the books, accounts, and records of the Corporation for a report to the Members at the next Annual Meeting in accordance with the Act.
- Board – the Board of Directors of the Corporation.
- Corporation – Club de Natation Bleu et Or incorporated.
- Days – days including weekends and holidays.
- Director – an individual elected or appointed to serve on the Board pursuant and obliging to these By-laws.
- Executive directors – individuals that will be assigned as president, vice-president, treasurer and secretary.
- In Writing – shall include both hard copy and electronic communication in a form determined appropriate by the Board in both official languages (French and English)
- Committee members – an individual elected or appointed to serve as a part of a sub-committee which reports to a director of the Corporation pursuant to these By-laws.
- Ordinary Resolution – a resolution passed by a majority of the votes cast on that resolution or consented to by all voting Members entitled to vote on that resolution.
- Special Resolution – a resolution passed by no less than two-thirds of the votes cast on that resolution.
- Wet Activities – Wet activities are all activities dedicated to the head coach and coaches; these activities can be identified by such activities happening on the side of pool deck
- In good Standing – A member in good standing is a member that has complied to the yearly requirement such as registration, payments, courses or attendance as required.
1.2.1 Registered Office
The registered office of the Corporation will be located within the greater Moncton area of the Province of New Brunswick.
1.2.2 No Gain for Members
The Corporation will be carried on without the purpose of gain for its Members and any profits or other accretions to the Corporation will be used in promoting its objects.
1.2.3 Ruling on By-laws
Except as provided in the Act, the Board will have the authority to interpret any provisions of these By-laws that are contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Corporation.
1.3 Conduct of Meetings
Unless otherwise specified in these By-laws, meetings of the Members and meetings of the Board will be conducted according to Robert’s Rules of Order (current edition).
1.4 Interpretation
Words importing the singular will include the plural and vice versa and words importing persons will include bodies corporate. Words importing an organization name, title, or program will include any successor organizational name, title, or program.
ARTICLE II MEMBERSHIP
2.1 Categories
The Corporation has the following category of Member:
- Athlete Member – Any athlete who is registered directly with the Corporation. Membership will commence once required documentation, first month’s registration fees and swim Canada registration has been completed.
- Parent Membership – Parent or legal guardian representing a swimmer that is registered and in good standing.
- Coach – Any volunteer, contractual or paid person that has been assigned duties to overlook specific training or apprenticeship of the sport. (Non voting)
- Head Coach – Member identified as the person responsible for overlooking all wet activities of the club and to report to the board of directors as requested. (Non voting)
2.2 Registration
Each Member category must register with the Corporation and agree to abide by the Corporation’s By-laws, policies, procedures, rules and regulations. If the Member is under the age of 19 or is granted special membership status, a parent or guardian must agree to abide by the Corporation’s By-laws, policies, procedures, rules and regulations on behalf of the Member.
2.3 Special membership status
May be granted to a person that has swum at the club in the past and is a university student, para swimmer or any other special membership status upon the discretion of the club.
Authority of Members
2.4 Membership Authority
The Members of the Corporation will have the following powers:
- To appoint the Auditor
- To amend the By-laws
- To elect Directors; and
- As provided in the Act and in these By-laws.
Admission and Renewal of Members
2.5 Admission and Renewal of Members
Any candidate will be admitted or renewed as a Member if:
- The candidate member makes an application for membership in a manner prescribed by the Corporation;
- The candidate member was previously a Member, the candidate member was a Member in good standing when the candidate ceased to be a Member;
- The candidate member has paid fees as prescribed by the Board;
- The candidate member agrees to uphold and comply with the Corporation’s governing documents;
- The candidate member meets any other condition of membership determined by the Board;
- The candidate member has met the applicable definition listed in Section 2.1; and
- The candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.
- The candidate member has no outstanding complaints or disciplinary files open.
Membership Fees and Duration
2.6 Duration
Unless otherwise determined by the Board, membership with the Corporation begins on the date the Board (or designate) accepts the candidate member’s registration and ends on a date determined by the Board (or designate) common to all Members or when the Member resigns or is terminated from membership.
2.7 Fees
Membership fees will be determined by the Board. Upon review of financial statements and budget proposed by the treasurer. Fees may be posted along with the tentative schedule on the CNBO website as per athlete groups prior to each start of season.
2.8 Deadline
Members will be notified in writing of the membership fees at any time payable, and if the membership fees are not paid within thirty (30) days of the membership renewal date or notice of default, the Member in default will automatically cease to be a Member of the Corporation.
Transfer, Suspension, and Termination of Membership
2.9 Transfer
Membership in the Corporation is non-transferable.
2.10 Suspension
A Member may be suspended, pending the outcome of a discipline hearing in accordance with the Corporation’s policies related to discipline, or by Special Resolution of the Board at a meeting of the Board provided the Member has been given notice of and the opportunity to be heard at such meeting.
2.11 Effects of Suspension
A suspended Member is not in good standing, may not vote at meetings of the Members, is not permitted to have any sport-related involvement with the Corporation, and may be subject to a probationary period before being reinstated to good standing.
2.12 Termination
Membership in the Corporation will terminate immediately upon:
- The expiration of the Member’s membership, unless renewed in accordance with these By-laws;
- The Member fails to maintain any of the qualifications or conditions of membership described in Section 2.1 of these By-laws;
- Resignation by the Member by giving written notice to the Corporation;
- Dissolution of the Corporation;
- A decision made by the Board (or designate) or a disciplinary panel in accordance with these By-laws or the Corporation’s policies;
- The Member’s death; or
- By Ordinary Resolution of the Board or of the Members at a duly called meeting, provided fifteen (15) days’ notice is given and the Member is provided with reasons and the opportunity to be heard. Notice will set out the reasons for termination of membership and the Member receiving the notice will be entitled to submit a written submission opposing the termination.
2.13 May Not Resign
A Member may not resign from the Corporation when the Member is subject to disciplinary investigation or action by the Corporation.
2.14 Arrears
A Member will be expelled from the Corporation for failing to pay membership dues or monies owed to the Corporation by the deadline dates prescribed by the Board. Any dues, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due.
2.15 Discipline
A Member may be disciplined in accordance with the Corporation’s policies and procedures relating to the discipline of Members or, upon fifteen (15) days’ written notice to a Member the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws. The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than five (5) days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
Good Standing
2.16 Definition
A Member will be in good standing provided that the Member:
- Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
- Has completed and remitted all documents as required by the Corporation;
- Has complied with the By-laws, policies, and rules of the Corporation;
- Is not subject to a disciplinary investigation or action by the Corporation, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
- Has paid all required membership fees.
2.17 Privileges of Good Standing
- Subject to these By-laws and other governing documents of the Corporation, Members in good standing may be entitled to the following privileges:
- To attend, participate, and vote at meetings of the Members;
- To participate in the Corporation’s activities; and
- To participate in other events associated with the Corporation.
2.18 Cease to be in Good Standing
Members that cease to be in good standing, as determined by the Board (or designate) or a disciplinary panel, will not be entitled to vote at meetings of the Members or be entitled to the benefits and privileges of membership until such time as the Board is satisfied that the Member has met the definition of good standing.
ARTICLE III MEETINGS OF MEMBERS
3.1 Annual Meeting
- The Corporation will hold meetings of Members at such date, time and place as determined by the Board within the Province of New Brunswick.
- The Annual Meeting will be held within fifteen (15) months of the last Annual Meeting and within three (3) months of the Corporation’s fiscal year end.
- Any Member, upon request, will be provided, no less than ten (10) days before the annual meeting, with a copy of the approved financial statements and auditor’s report (if any).
3.2 Special Meeting
A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board or upon the written requisition of ten percent (10%) or more of the voting Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within twenty-one (21) days from the date of the deposit of the requisition.
3.3 Participation/Holding by Electronic Means
- Any person entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting if the Corporation makes such means available.
- A person participating in a meeting is deemed to be present at the meeting. The Board or Members, as the case may be, may determine that the meeting be held entirely by telephone or electronic means that permit all participants to communicate adequately with each other during the meeting.
3.4 Notice
- Written or electronic notice of the date of the Annual Meeting of the Members will be given to all Members in good standing, Directors, and the Auditor (if appointed) at least thirty (30) days and not more than fifty (50) days prior to the date of the meeting.
- A reminder will be provided seven to ten (7 -10) days prior to the date of the meeting containing a reminder of the right to vote, a proposed agenda, and reasonable information to permit Members to make informed decisions.
3.5 Waiver of Notice
Any person who is entitled to notice of a meeting of the Members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called in accordance with these By-laws.
3.6 Error or Omission in Giving Notice
No error or omission in giving notice of any meeting of the Members shall invalidate the meeting or make void any proceedings taken at the meeting.
3.7 New Business
- No other item of business will be included in the notice of the meeting of the Members unless notice in writing of such other item of business, or a Member’s proposal, has been submitted to the Board thirty (30) days prior to the meeting of the Members in accordance with procedures as approved by the Board.
- Copies of all such proposals together with copies of any amendments thereto then proposed by the Board and copies of all resolutions put forward by the Board shall be sent to all Members with the agenda and the notice calling an Annual Meeting.
3.8 Quorum
Twenty-one (21) voting Members (or parents/guardians voting on behalf of a Member who is younger than 19 years old) present in person or virtual will constitute a quorum. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
3.9 Scrutineers
At the beginning of each AGM or special business meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted.
3.10 Adjournments
- With the majority consent of the Members present and after quorum is ascertained, the Members may adjourn a meeting of Members and no notice is required for continuation of the meeting if the meeting is held within thirty (30) days.
- Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
3.11 Attendance
The only persons entitled to attend a meeting of the Members are the Members, the parents or guardians of a Member if the Member is younger than 19 years old,, the Directors, the auditors of the Corporation, and others who are entitled or required under any provision of the Act to be present at the meeting. Any other person may be admitted only if invited by the Chair or with the majority consent of the Members present.
3.12 Chair
The President will be the Chair of all meetings of Members unless another individual is designated by the President or appointed by the Board and approved by an Ordinary Resolution of the voting Members in attendance in person or virtual.
Voting at Meetings of Members
3.13 Voting Rights
Members in good standing at the time of the meeting of the Members at which a vote is to be taken have the following voting rights at all meetings of the Members:
- Athlete Members over the age of 19 have one vote.
- Parents or Guardians (Athlete representatives) of minor athletes hold one vote.
3.14 Voting Power
- Each voting Member votes on every issue.
- Voting Members who are 19 years old or older at the time of the meeting of the Members may exercise their own vote.
- Voting Members who are younger than 19 years old at the time of the meeting may have their vote exercised at meetings of Members by a parent or guardian. For clarity, a parent or guardian with multiple children registered with the Corporation who are younger than 19 years old may exercise one vote per child.
- Parents/Guardians of the same child who is registered with the Corporation and who is younger than 19 years old may both attend a meeting of the Members but may only exercise one vote.
3.15 Record Date for Voting
- The Board may set a date as the record date for the purpose of determining Members entitled to vote at any meeting of Members.
- The record date must not precede the date on which the meeting is to be held by more than ten (10) days. If no record date is set, the record date is 5:00pm on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
3.16 Proxy Voting
Proxy voting by members will not be allowed. Members may have the opportunity to vote via virtual attendance or in person.
3.17 Voting by Electronic Means
Members may be approached to vote electronically if:
- The Corporation has made available a procedure that permits voting electronically.
- The votes may be verified as having been made by the Member entitled to vote; and
- The Corporation is not able to identify how each Member voted.
3.18 Determination of Votes
- Votes may be determined by a show of hands, orally, or electronic ballot
- Exception in the case of elections which require a secret ballot.
3.19 Majority of Votes
Except as otherwise provided in these By-laws, the majority of votes will decide each motion. In the case of a tie, the motion is defeated.
ARTICLE IV GOVERNANCE Composition of the Board
4.1 Directors
The Board will consist of eight (8) to eleven (11) Directors-at-Large.
4.2 Number of Directors
The Members will fix the number of Directors via a Special Resolution at a members meeting provided that:
- The number of Directors-at-Large is at least eight (8) and no more than eleven (11); and
- The determination of the number of Directors on the Board does not have the effect of shortening the term of a sitting Director.
- The board of directors may appoint up to two (2) public representatives which do not have membership status that demonstrate an interest in the sport.
- A director recognized as a public representative shall be accounted for within the total number of directors
- A public representative director shall not be a member or a parents/legal guardian of an athlete.
Eligibility of Directors
4.3 Eligibility
To be eligible to serve as a Director, an individual must:
- Be nineteen (19) years of age or older;
- Not be a paid employee of the Corporation;
- Have not been declared incapable by a court in Canada or in another country; and
- Not having the status of bankruptcy.
- Have submitted a criminal check every 2 years, and submitted a copy to the executive assigned.
- Not be convicted of an offense under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada relating to:
- Promotion, formation or management of a corporation; or
- Involving fraud.
Election of Directors
4.4 Nominations Committee
- The Board may appoint a Nominations Committee.
- If appointed, The Nominations Committee will be responsible to solicit and receive nominations for the election of the Directors.
4.5 Nomination
Any nomination of an individual for election as a Director will:
- Include the written consent of the nominee by signed or electronic signature;
- Comply with the procedures established by the Nominations Committee (if appointed); and
- Be submitted to the Registered Office of the Corporation ten (10) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board.
4.6 Nominations from the Floor
- An individual will be permitted to be nominated from the floor at a meeting of the Members.
- Such nomination will require a nominator and seconder from the voting Members present.
- Nomination will also require attendance at the meeting and verbal or written acceptance of the nomination by the individual.
- Directors will be nominated for a 1 or 2 year term in such a way determined by the corporation`s first directors in such a way to provide a succession plan.
4.7 Circulation of Nominations
Valid nominations will be circulated to Members at the Annual Meeting prior to the elections.
4.8 Election
- At each meeting of the Members at which elections are held, elections will be held for any Director position for which the incumbent Director’s term is expiring and/or any Director position that is vacant.
- Executive directors election will be held at a subsequent board of directors meeting within 30 days of the election.
- Directors will be elected for a 1 or 2 year term in such a way determined by the corporation`s first directors in such a way to provide a succession plan.
4.9 Director Elections
Elections for Director-at-Large positions will be decided by Ordinary Resolution of the Members in accordance with the following:
- Equal number of Nominations and Available Positions – Winners elected by Ordinary Resolution.
- More Nominations than Available Positions – The nominee(s) with the highest number of votes will fill the available positions until all the available positions have been filled. In the case of a tie for the final available position, a second vote will be conducted between the tied nominees. If the second vote is also a tie, the Board will declare a winner by Ordinary Resolution.
4.10 Post-Election Eligibility
An elected Director who does not meet the eligibility requirements for election as Director will have thirty (30) days to become eligible for the position or will be removed as a Director of the Corporation.
4.11 Terms
Directors will serve terms of 2 years and will hold office until they or their successors have been duly elected in accordance with these By-laws, unless they resign, or are removed from or vacate their office.
4.12 Director Consent
- An individual who is elected or appointed to be a Director must consent in writing to hold office as a Director before or within ten (10) days of their election or appointment.
- Any individual who does not provide consent within the time limit is not a Director and is deemed not to have been elected or appointed to hold office as a Director.
- The requirement to consent does not apply to a Director who is re-elected or reappointed when there has been no break in their term of office.
Resignation and Removal of Directors
4.13 Resignation
- A Director may resign from the Board at any time by presenting their notice of resignation to the Board.
- The resignation will become effective the date on which the notice is received by the Secretary or at the time specified in the notice, whichever is later.
- When a Director who is subject to a disciplinary investigation or action of the Corporation resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.
4.14 Vacate Office
The office of any Director will be vacated automatically if:
- The Director resigns;
- The Director is found by a court to be incapable;
- The Director becomes bankrupt; or
- The Director dies.
4.15 Removal
An elected Director may be removed by Special Resolution of the Members at a Special Meeting of the Members provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting.
Filling a Vacancy on the Board
4.16 Vacancy
- When the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the position for the remainder of the term.
- Alternatively, the Board may decide, by Ordinary Resolution, that one or more Directors will execute the duties of the vacant Director position for the remainder of the unexpired term.
Meetings of the Board
4.17 Call of Meeting
- A meeting of the Board will be held at any time and place as determined by the President or by written requisition of at least three (3) Directors.
- A reasonable delay of 7 days will be provided to directors for an ordinary meeting.
- When possible the director may set a pre scheduled meeting for the entire year.
4.18 President
- The President will be the Chair of all meetings of the Board unless another individual is designated to be the Chair by the President.
- In the absence of the President, the vice president will chair the meeting unless another individual has been appointed.
- If the meeting of the Board was not called by the President, the Board will appoint an individual to Chair the meeting.
4.19 Notice
- Written notice of meetings of the Board will be given to all Directors at least seven (7) days prior to the scheduled meeting.
- No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence.
- If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Corporation.
4.20 Board Meeting With New Directors
For a first meeting of the Board held immediately following the election of Directors at a meeting of the Members, or for a meeting of the Board at which a Director is appointed to fill a vacancy on the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director(s).
4.21 Number of Meetings
The Board will hold at least five (5) meetings per year.
4.22 Quorum
At any meeting of the Board, a quorum will be a majority of Directors.
4.23 Voting
- Each Director is entitled to one vote.
- Voting will be by a show of hands, written, or orally unless at least one (1) Director present requests a secret ballot.
- In the event of an even number of directors present the chair may refrain from voting or may use his vote as a tiebreaker.
4.24 No Alternate Directors
No person shall act for an absent Director at a meeting of the Board.
4.25 Written Resolutions
A resolution in writing signed by all the Directors is as valid as if it had been passed at a meeting of the Board.
4.26 Attendance at Meetings
- Meetings of the board will be open to members, however, for any portion of the meeting held incamera, non board members will be asked to leave the meeting.
- Members may bring forward topics to a director of the board in writing within 7 days' notice to be included in the agenda.
- The board reserves the right to limit attendance based on space or other considerations.
4.27 Meetings by Telecommunications
- A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology.
- Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting.
- Additionally, for an in-person meeting of the Board, a Director may, if all the Directors of the Corporation consent, participate in a meeting of the Directors by telephonic or electronic means provided that all participants are able to adequately communicate during the meeting.
Duties of Directors
4.28 Standard of Care
Every Director will:
- Act honestly and in good faith with a view to the best interests of the Corporation; and
- Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
- Demonstrate loyalty to decisions made by the board of directors.
Powers of the Board
4.29 Powers of the Corporation
Except as otherwise provided in the Act or these By-laws, the Board has the powers of the Corporation and may delegate any of its powers, duties, and functions.
4.30 Empowered
The Board is empowered, including but not limited to:
- Make policies and procedures or manage the affairs of the Corporation for the purpose of furthering the objects and purposes of the Corporation in accordance with the Act and these By-laws;
- Make policies and procedures relating to the discipline of Members, and have the authority to discipline Members in accordance with such policies and procedures;
- Make policies and procedures relating to the management of disputes within the Corporation and deal with disputes in accordance with such policies and procedures;
- Employ or engage under contract such persons as it deems necessary to carry out the work of the Corporation;
- Determine registration procedures, determine membership fees, and determine other registration requirements;
- Enable the Corporation to receive donations, benefits, bequests, distribution of investment capital and income for the purpose of furthering the objects and purposes of the Corporation;
- Make expenditures for the purpose of furthering the objects and purposes of the Corporation;
- Invest funds for the purpose of furthering the objects and purposes of the Corporation;
- Manage the Corporation’s assets and resources expenditures for the purpose of furthering the objects and purposes of the Corporation;
- Borrow money upon the credit of the Corporation as it deems necessary in accordance with these Bylaws; and
- Perform any other duties from time to time as may be in the best interests of the Corporation.
ARTICLE V Executive Directors
5.1 Composition
The Executive Directors will be the President, Vice President, Secretary, and Treasurer.
5.2 Term
The term of the Executive Directors will be two (2) Years or until they or their successors are elected or appointed.
- The term of President and Secretary will be elected on uneven years.
- The term of Vice President and Treasurer will be elected on even years.
5.3 Election
The Executive directors of the Corporation will be elected by the Board of Directors. At the first meeting of the Board of Directors held following the election of new Directors, the Directors will elect a President, Vice President, Secretary, and Treasurer. They shall take office immediately.
5.4 Voting
Directors may nominate themselves for any executive director position. Elections will begin with the election for President. Once a Director is elected to an executive director position, they may not nominate themselves for another executive position. Elections will be decided by majority vote of the Directors in accordance with the following:
- One Valid Nominee for an Office – Winner declared by acclamation.
- Two or More Valid Nominees for an Office – Winner is the nominee receiving the greatest number of votes. In the case of a tie, a runoff vote will be conducted. Only those nominees who were tied for the most number of votes will appear on the run-off ballot. The nominee receiving the greatest number of votes will be declared the winner. Additional runoff votes may occur if required.
5.5 Duties
The duties of Executive Directors are as follows:
- The President will be the chair of the Board, will preside at the Annual and Special Meetings of the Corporation and at meetings of the Board unless otherwise designated, will be the official spokesperson of the Corporation, will oversee activities from other directors and employees, and will perform such other duties as may from time to time be established by the Board.
- The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President, and will perform such other duties as may from time to time be established by the Board.
- The Secretary will be responsible for the documentation of all amendments to the Corporation’s Bylaws.
Will ensure that all official documents and records of the Corporation are properly kept.
Takes responsibility for recording the minutes of every meeting.
Will prepare and submit to each meeting of the Members and other meetings a report of all activities since the previous meeting of the Members or other meetings.
Will give due notice to all Members of the meeting of the Members of the Corporation, and will perform such other duties as may from time to time be established by the Board. - The Treasurer will, subject to the powers and duties of the Board, file all financial and corporate returns required by the Act and any other provincial or federal legislation in accordance with applicable legislation.
Keep proper accounting records as required by the Act, will cause to be deposited all monies received by the Corporation in the Corporation’s bank account.
Will supervise the management and the disbursement of funds of the Corporation.
When required will provide the Board with an account of financial transactions and the financial position of the Corporation.
Will prepare annual budgets, and will perform such other duties as may from time to time be established by the Board.
Treasurer may dedicate certain tasks to a contractual third party upon approval of the corporation's board.
5.6 Delegation of Duties
At the discretion of the directors and with approval by Ordinary Resolution of the Board, any directors may delegate any duties of that office to appropriate staff or committee of the Corporation, or to another a Director.
5.7 Multiple Positions
With the exception of the position of President, a director may hold multiple positions.
5.8 Removal
An executive director may be removed by Ordinary Resolution at a meeting of the Board or of the Members, provided the executive director has been given notice of and the opportunity to be present and to be heard at the meeting where such Ordinary Resolution is put to a vote. If the executive director is removed by the Members at a Special Meeting of the Members, their position as a Director will automatically and simultaneously be terminated.
5.9 Vacancy
Where the position of an executive Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office.
ARTICLE VI COMMITTEES
Committees
6.1 Club Sub Committee
- The Board can establish Club sub Committees that will have the overall mandate to guide the operations of the Corporation and solicit feedback from members.
- The Club subcommittee will report to a Director of the Corporation and will have a composition as determined by the Chair.
- The Club Committee will have responsibilities and authority at the discretion of the Board.
6.2 Appointment of Standing and Ad-Hoc Committees
- The Board may appoint such standing and ad-hoc committees as it deems necessary for managing the affairs of the Corporation.
- The Board may appoint and remove members of these committees or provide for the election of members of these committees, may prescribe the duties and terms of reference of these committees, and may delegate to any of these committees any of its powers, duties, and functions.
6.3 Composition
The Board may appoint and remove any member of a standing or ad-hoc committee at any time and for any reason.
6.4 Debts
No committee will have the authority to incur debts in the name of the Corporation.
ARTICLE VII FINANCE AND MANAGEMENT
7.1 Fiscal Year
Unless otherwise determined by the Board, the fiscal year of the Corporation will be August 1st to July 31st.
7.2 Bank
The banking business of the Corporation will be conducted at such a financial institution as the Board may determine.
7.3 Auditors
At each Annual Meeting the Members may appoint an auditor to audit the books, accounts and records of the Corporation in accordance with the Act. The auditor will hold office until the next Annual Meeting. The auditor will not be an employee, Executive Director, or Director of the Corporation.
7.4 Annual Financial Statements
The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Corporation of the last fiscal year of the Corporation but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting. A copy of the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than twenty-one (21) days before the Annual Meeting. The Financial Statements will include:
- The financial statements;
- The auditor’s report (if any); and
- Any further information respecting the financial position of the Corporation.
7.5 Books and Records
The necessary books and records of the Corporation required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to:
- The Corporation’s articles and By-laws;
- The minutes of meetings of the Members and of any committee of Members;
- The resolutions of the Members and of any committee of Members;
- The minutes of meetings of the Directors or any committee of Directors;
- The resolutions of the Directors and of any committee of Directors;
- A register of Directors;
- A register of Members; and
- Account records adequate to enable the Directors to ascertain the financial position of the Corporation on a quarterly basis.
7.6 Minutes of meetings of the Board and Board Resolutions
Minutes of meetings of the Board and Board Resolutions are confidential and may only be open for inspection by Members in good standing by request to the Board.
7.7 Signing Authority
- All written agreements entered into the name of the association will be signed by the President, upon receiving approval from the Board and financial transactions entered into in the name of the corporation will be signed by two members of the Board of Directors.
- The Board of Directors may authorize other persons to sign on behalf of the corporation.
Remuneration
7.8 No Remuneration
- All Directors, Executive Directors and members of committees will serve their term of office without remuneration (unless approved at a meeting of the Members) except for reimbursement of expenses as approved by the Board.
- This section does not preclude a Director or member of a committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a committee will disclose the conflict/potential conflict in accordance with these By-laws.
Conflict of Interest
7.9 Conflict of Interest
A Director, executive director or member of a committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Corporation will disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be, will refrain from voting or speaking in debate on such contract or transaction, will refrain from influencing the decision on such contract or transaction, and will otherwise comply with the requirements of the Act regarding conflict of interest.
ARTICLE VIII AMENDMENT OF BY-LAWS
8.1 Voting
These By-laws may only be amended, revised, repealed or added to by:
- Ordinary Resolution of the Board. The new, amended, or revised By-law is effective until the next meeting of the Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution.
- A new, amended, or revised By-law that is not ratified by the Members ceases to have effect and no new By-law of the same or like substance has any effect until ratified at a meeting of the Members; or
- A Member entitled to vote who may make a proposal to make, amend, or repeal a By-law in accordance with the Act which requires at least sixty (60) days notice. The new, amended, or repealed By-law will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution.
ARTICLE IX NOTICE
9.1 Written Notice
In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, electronic mail or courier to the address of record of the individual, Director, Executive Director, or Member, as applicable. It is the obligation of the Directors, Executive Director or Member (as applicable) to provide a current address for notification under this provision to the Board.
9.2 Date of Notice
Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is postmarked.
9.3 Error in Notice
The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the meeting.
ARTICLE X DISSOLUTION
10.1 Dissolution
Upon dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be held in trust by SwimNB for a period of 5 years.
ARTICLE XI INDEMNIFICATION
11.1 Will Indemnify
The Corporation will indemnify and hold harmless out of the funds of the Corporation each Director and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Corporation’s request in a similar capacity.
11.2 Will Not Indemnify
The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon them under the Act. For further clarity, the Corporation will not indemnify an individual unless:
- The individual acted honestly and in good faith with a view to the best interests of the Corporation; and
- If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.
11.3 Insurance
The Provincial Sport Organization (SwimNB) maintains in force Directors and executive liability insurance at all times.
ARTICLE XII ADOPTION OF THESE BY-LAWS
12.1 Ratification
These By-laws were ratified by the Members of the Corporation at a meeting of Members duly called and held on October 2nd 2024.
12.2 Repeal of Prior By-laws
In ratifying these By-laws, the Members of the Corporation repeal all prior By-laws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed Bylaws.
12.3 Review period
Frequency of review every 2 years, on even years.