Bylaws of the Burnaby Mountain Senior Men s Golf Club (the Society )

Transcription

1 PART 1 Bylaws of the Burnaby Mountain Senior Men s Golf Club (the Society ) In these bylaws, unless the context otherwise requires, INTERPRETATION 1.1 Directors mean the Directors of the Society as elected from time to time. 1.2 Society Act means the Societies Act of British Columbia, from time to time in force, and all amendments to it. 1.3 Registered address of a member means the address as recorded in the register of members. 1.4 The definitions in the Societies Act on the date these bylaws become effective apply to these bylaws. 1.5 Words importing the singular include the plural and vice versa. PART 2 MEMBERSHIP 2.1 Types of members a) Regular member shall be 60 years of age or older, who commits to play a minimum of twelve (12) Club Competitions during the year. Consideration shall be given by the Directors to extended absence from golf for one (1) year, due to ill health or unavoidable circumstances. b) Associate member a Regular member who is unable, or chooses not to golf in Club competitions, but wishes to maintain a social connection to the Club. Associate members will not have sign-up privileges for golf, but may come out and play on a standby basis. Associate members may apply to rejoin as a Regular playing member when they are able to golf regularly. c) Life member a Regular or Associate member who has reached the age of eighty (80) years and has ten (10) or more consecutive years of membership in the Club, will become a Life member on January 1 st of the following year. 2.2 Voting. Regular, Associate and Life Members shall have voting rights at Annual General Meetings and Special General Meetings. 2.3 Application for membership shall be submitted to the membership committee for approval by the Directors. 2.4 Annual Dues a) The amount of the annual membership dues will be determined by a majority of votes cast at a General Meeting b) The annual dues are payable on or before our Annual General Meeting each year, and any member failing to pay by the Annual General Meeting shall be held to be in arrears and shall not be considered in good standing. Such members shall be notified by telephone or electronic mail, and if dues are not paid by the 1st day of November, the individual will cease to be a member of the Society. c) If an individual whose membership has lapsed wishes to be reinstated, he must apply in writing to the Board of Directors. It shall be at the option of the Board of Directors to reinstate him on good cause being shown and on payment of arrears. Page 1

2 d) Membership dues are refundable only up until March 1 st in the new season, upon application to, and approval of the Board of Directors. There will be no refunds after March 1 st. 2.5 Conduct of Members PART 3 a) Every member must uphold the Constitution of the Society, and must comply with these Bylaws and any Rules or Practices of the Society. b) The Directors shall have the power by a unanimous vote of those Directors present at a meeting of the Board of Directors to suspend or expel any member whose conduct has been determined by the Directors to be detrimental to the interests or to the reputation of the Society, or who willfully commits a breach of the Constitution, Bylaws or Rules or Practices of the Society. Any such member must be notified and given an opportunity to meet and present any defense before action is taken. GENERAL MEETINGS 3.1 The Annual General Meeting of the Society shall be held in the City of Burnaby, at such place as may be selected by the Board of Directors, not later than the 31 st. day of October of each year. 3.2 All meetings of members shall be called by the President or Secretary. 3.3 Members shall be notified of any General Meeting at least fourteen (14) days in advance by mail, posted notice, telephone, electronic mail, and/or inclusion in the calendar of events in the Club roster booklet. 3.4 The accidental omission to give notice to any member shall not invalidate any resolution passed at any meeting. One third (1/3) of members entitled to vote, who are present in person, shall constitute a quorum. Each member shall be entitled to vote. Vote by proxy shall not be allowed at any General Meeting. 3.5 The financial statement will be presented at the Annual General Meeting. 3.6 The order of business at each Annual General Meeting shall be: a) Roll call of Officers and proof of quorum. b) Reading minutes of preceding members meeting. c) Report of Committees. d) Unfinished business. e) Election of Directors and all officers in connection with the Society. f) New Business. g) Adjournment. 3.7 Special General Meeting a) The President will call a Special General Meeting when petitioned by at least five (5) members of the Board of Directors, or at least twenty (20) members in good standing and delivered to the Secretary at least thirty (30) days prior to the meeting date requested. Page 2

3 b) The notice of a Special General meeting must provide an agenda and any motions to be presented; and only such business that has been announced may be considered. The first order of business shall be a roll call of Directors and a proof of quorum. 3.8 Electronic General Meeting PART 4 a) The Board of Directors may conduct a vote through an Electronic General Meeting. b) There will be a seven (7) day notice period prior to commencement of voting, and a further seven (7) day voting period. The President or Secretary agrees to communicate to all members, any objections or concerns raised by any member, (anonymously if requested) during the notice period. c) The quorum for an electronic vote is 1/3 of members eligible to vote. At least 1/3 of the eligible membership must participate in the electronic vote for the vote to be valid. BOARD OF DIRECTORS 4.1 The President, Vice President, Secretary, Treasurer and Captain along with the Past President and a maximum of five (5) Directors shall constitute the Board of Directors. 4.2 Between Annual General Meetings, the general business of the Club shall be conducted by the Board of Directors. 4.3 During odd numbered years the President, Vice President, Treasurer and two (2) Directors shall be elected for a two year term at the Annual General Meeting. 4.4 During even numbered years, the Secretary, Club Captain and three (3) Directors shall be elected for a two year term at the Annual General Meeting. 4.5 No Director shall serve on the Board of Directors in any one position for more than two (2) consecutive terms (4 years). 4.6 Election for Officers and Directors shall be decided by a simple majority of votes cast at the Annual General Meeting and their term of office shall commence at the conclusion of that meeting. Voting, if necessary, shall be by secret ballot. The Board of Directors shall have the power to fill any vacancies occurring in their numbers in the course of the term being served. 4.7 A three member Nominating Committee comprising three past Presidents shall nominate a slate of candidates to serve on the incoming Board of Directors. 4.8 At the Annual General Meeting, any member in good standing may be nominated from the floor or in absentia provided the Secretary has received their written acceptance. 4.9 The election of Directors at the Annual General Meeting shall be conducted by the Nominating Committee The members may, by special resolution, remove a Director before the expiration of his term of office and may elect a successor to complete the term of office No Director shall be remunerated for being or acting as a Director but a Director shall be reimbursed for all expenses necessarily incurred by him while engaged in the affairs of the Society. PART 5 OFFICERS AND DUTIES 5.1 President shall be responsible for the general operation of the Club; shall call and preside at Annual General Meetings, meetings of the Board of Directors, and such other Club meetings as Page 3

4 may be necessary. He shall have the power to appoint members at large, regular and standing committees, and ad hoc committees. 5.2 Vice President shall assist the President in the general operation of the Club, and in the absence of the President shall carry out the duties of the President. 5.3 Secretary shall take minutes of all meetings, maintain a minute book, and conduct Club correspondence. He shall provide the membership mailing list, and circulate to all members the minutes of each Annual General Meeting. He shall distribute minutes of Directors Meetings to Directors as soon as possible following each meeting. 5.4 Treasurer shall receive membership dues and other revenues. He shall issue receipts, pay accounts, do necessary banking and maintain records of all financial transactions. He shall regularly and on request submit to the Board of Directors complete and detailed information as to the financial position of the Club. He shall prepare for distribution to all members at the Annual General Meeting a current financial statement to the end of the fiscal year. 5.5 Club Captain shall be responsible for organizing all golf activities for the Club. This includes the weekly competitions, and regulations governing play. He shall have the responsibility for the dissemination of information about the Club rules, regulations and practices to the membership and for fostering adherence to them. He may recommend to the Board of Directors the appointment of individuals and committees to assist him in discharging these duties. PART Director Meetings PROCEEDINGS OF DIRECTORS a) Meetings of the Board of Directors may be called by the President or three (3) Directors. b) The quorum for a Director s Meeting is normally a majority of Directors in office. A meeting of Directors may vary the quorum to conduct business, but any decisions made must be ratified at the next meeting of Directors with a full quorum. c) The President shall be Chairman of all meetings of the Directors, but if at a meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the Vice President acts as Chairman; but if neither is present the Directors present may choose one of their number to be Chairman at that meeting. d) Directors may communicate with each other electronically and by without limitation. However if the board decides to make a decision by electronic means, the chairman ensures that every member eligible to vote is aware of the question and has an opportunity to vote. Votes must be made available to all members eligible to vote (no secret ballots). 6.2 Director delegation a) The Directors may delegate any, but not all, of their powers to committees consisting of one or more Directors and/or such members in good standing as they think fit. b) A committee so formed in the exercise of the powers so delegated shall conform to any rules imposed on it by the Directors, and shall report every act or thing in exercise of those powers to the earliest meeting of the Directors to be held next after it has been done. 6.3 A committee shall elect a Chairman of its meetings; but if no Chairman is elected, or if at a meeting the Chairman is not present within 30 minutes after the time appointed for holding the meeting, the Directors present who are members of the committee shall choose one of their number to be Chairman of the meeting. Page 4

5 6.4 The members of a committee may meet and adjourn as they think proper. PART 7 FUNDS 7.1 Membership dues, handicap fees, and any other revenue or donation shall be directed to the Treasurer and shall be deposited to an account in a Canadian financial institution. 7.2 Other accounts may be established as approved by the Board of Directors. 7.3 Signing officers for the Club s accounts shall be either the President or Vice President, and the Treasurer. Alternate signatories shall be named by the Board of Directors. 7.4 The Society may retain monies and reimburse itself as the case may be for all outlays, costs and reasonable fees, professional or otherwise, as are fit and proper, and required for the maintenance or operation of the Society, as determined by the Board of Directors. 7.5 Upon winding up or dissolution of the Society, the assets which remain after payment of all costs, charges, and expenses which are properly incurred in the winding up shall be distributed to such charitable organization or organizations in British Columbia having a similar charitable purpose. This provision shall be unalterable. PART 8 BORROWING 8.1 No member, Board of Directors or Committee has been, or will be given, nor shall assume to have been given, borrowing power, for the Burnaby Mountain Senior Men s Golf Club. PART 9 FISCAL YEAR 9.1 The fiscal year of the Society shall begin on the 1 st. day of October, and end on the last day of September in each year. PART 10 AUDITOR 10.1 An auditor shall be appointed by resolution of the members at the Annual General Meeting and he shall hold office until the date of the next Annual General Meeting or until his successor is appointed unless previously removed by resolution of the members at a special general meeting. It shall be his duty to make an audit on the closing of the books at the end of the fiscal year. PART 11 BYLAW AMENDMENT 11.1 Notice of motion to amend the bylaws must be received by the board of Directors at least thirty (30) days prior to a proposed vote Notice of a motion to amend the bylaws must be made available to all members eligible to vote by a posted notice or by at least twenty (20) days prior to the voting deadline A motion to amend the Bylaws may be considered at the Annual General Meeting, at a Special General meeting, or through an Electronic Vote. An electronic vote shall be conducted in accord with the provisions of Part 3.8 with respect to voting period and communication of objections or concerns. A motion to amend the bylaws requires a majority of more than two thirds (2/3) of the votes cast. Page 5