KINGSTON VELO CLUB INCORPORATED CONSTITUTION AND BY LAWS. Revisions: 2013 October October October October July 24

Transcription

1 KINGSTON VELO CLUB INCORPORATED CONSTITUTION AND BY LAWS Revisions: 2013 October October October October July 24

2 INDEX Section Page 1.0 Interpretation Mission Statement Membership Classes of membership Resignation Expulsion for non-payment of fees Fees (see also appendix B) Cessation of membership Member in good standing Administration Minutes Directors and Officers Management of corporation Committees and subcommittees Qualification for executive Term of office Vacancies Meetings of executive Voting of the executive Executive meeting procedure Annual General Meetings Voting and elections at AGMs General meetings Procedure at General Meetings and Annual General Meetings Executive job descriptions President Treasurer Secretary Tour director Non-Liability and Indemnity Protection of Directors, Officers and Chairmen Indemnity of Directors, Officers, Ride/Tour Leaders, and Chairmen 6.03 Release and Indemnity Agreement for Members Release and Indemnity Agreement for Non-Members Non-Liability of Corporation for Personal Property Business of the Club Amendments to the constitution Procedure Process Amendments to the bylaws at Executive meetings at General Meetings Appendix A Permanent Bylaws

3 CONSTITUTION Being bylaw number one relating to the affairs of the KINGSTON VELO CLUB (Incorporated) NAME The name of the Corporation shall be Kingston Velo Club Inc. Section 1: Interpretation 1.01 In this bylaw and all other bylaws of the corporation, unless otherwise specified: a) The singular shall include the plural and vice versa. b) The masculine shall include the feminine. c) Corporation shall mean the Kingston Velo Club d) Executive shall mean members of the executive. e) Member in good standing means a person who is a member of the Corporation who is not in arrears with regard to fees, fines, levies or subject to a corporation sanction f) The club means the Kingston Velo Club Section 2: Mission Statement 2.01 Mandate The Kingston Velo Club is an inclusive organization dedicated to providing cycling opportunities for cyclists of all abilities, and promoting responsible and safe cycling. Section 3: Membership 3.01 There shall be classes of membership in the Corporation, namely: Regular members Junior members Honorary members Family members Regular members are those members who have met their responsibilities to the Corporation by payment of dues or fees Honorary members are those persons on whom the executive bestows membership in recognition of services rendered to the Kingston Velo Club Persons under the age of 16 may join the KVC as part of a family membership, but will be referred to as Junior members. A Junior member has all the rights and privileges of a regular membership except the right to hold club office and vote. Page 1

4 3.02 Resignation Any member may resign by submitting his written resignation to the secretary of the Corporation and it shall be effective upon its acceptance by the executive Expulsion for non-payment of fees. The secretary shall notify members of the fees due at any time payable by them. If any are not paid within thirty days of the date of such notice, the members in default shall therefore, automatically cease to be members of the Corporation. Any such member may on payment of unpaid dues be reinstated Fees The executive may, from time to time, fix fees payable by members Cessation of membership Any member who shall resign or be expelled as a member of the Corporation shall immediately return to the Corporation all books or other property of the Corporation which he may have in his possession, and he shall remain liable for the payment of all monies due from him at the date of his resignation or expulsion from membership. Members can be dismissed from the club for violating the club mandate or bylaws. The process of dismissal is initiated by any member in good standing who files a written petition against the member in question with at least two members of the Kingston Velo Club executive. An executive meeting will be held to discuss the petition within one week of the written submission being received by the members of the executive. A process of investigation which includes the member in question will be established to deal with the matter. A decision on the member in question must be finalized within one month of the receipt of the petition notice Member in Good Standing Only a member in good standing shall be entitled to stand for election as an executive of the Corporation or to vote at any annual or general meeting of members. Section 4: Administration 4.01 Minutes Minutes shall be kept of all Board and Executive meetings, Committee Meetings, General Meetings and Annual General Meetings of the members. Page 2

5 Section 5: Directors and Officers 5.01 The Kingston Velo Club shall be managed by a board of up to ten members which shall include immediate Past President such persons shall not be elected to said position but shall assume the position automatically (non-elected). A position of Vice President shall be selected by members of the board. Such person in the absence or inability of the president assumes the duties of the president. Executive positions on the Board shall include: President, Tour Director, Treasurer, and Secretary Committees and Subcommittees Committees and subcommittees may be established to carry out the business of the club. Examples of possible committees are: Scheduling Committee Fund Raising Committee Promotions Committee Education Committee Membership Committee Social Committee 5.03 Qualification Each director shall be eighteen or more years of age and at the time of his election or within ten (10) days thereafter and throughout his term of office shall be a member in good standing of the Corporation Term of Office Each director shall be elected to hold office until the conclusion of the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified. The position of president may be held continuously by a given individual for no more than three consecutive years. After at least a one year absence from the president position the individual is once again eligible to be elected and the three year maximum tenure begins again Vacancies Vacancies on the Board and/or Executive, however caused, may, so long as a quorum of directors remains in office, be filled by the directors from among the qualified members of the Corporation, if they see fit to do so, otherwise such a vacancy shall be filled at the next annual general meeting of the members at which the directors for the ensuing year are elected; but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. A quorum of directors is fifty per cent plus one of available positions. Page 3

6 5.06 Meetings of the Executive and Board An executive meeting is defined as a gathering of fifty per cent plus one of occupied executive seats. Meetings are called by the president or three (3) members of the executive, a minimum of twenty-four (24) hours before the opening of the meeting at a time and place considered convenient by the president. A board meeting is defined as a gathering of fifty per cent plus one of occupied board seats Voting of the Executive and Board Each member of the executive and board shall have one vote. A majority of votes is required to pass a motion at a meeting. In case of a tie, the president's decision shall decide a motion 5.08 Executive and or Board Meeting Procedure All meetings will be conducted by an orderly procedure outlined below to facilitate the conduct of expedient meetings. Agenda Each meeting will follow an outline called an agenda which shall include the following topics. Call to order. Agenda Revisions and Approval. Declarations of Conflict of Interest. Adoption of Previous Minutes. Orders of Business: Matters not Concluded. Correspondence. Reports New Business. Scheduling of next meeting. Close meeting Annual General Meetings Annual General Meetings shall be held on or before November fifteenth (15 th ) at a time and place decided by the president. For the purpose of: a) Electing a new board b) Establishing the short term goals of the club c) summarizing the executive's/board's performance of the past season d) Redefining the long term goals of the club e) Examine the performance of the club for the operational year f) Making amendments to the constitution g) Making amendments to the bylaws h) Ratifying the decisions of the board Page 4

7 5.10 Voting and elections at Annual General Meetings. Each individual (paid) member or a representative (in writing) thereof is allowed to cast a vote at items presented for voting: provided the member has been a member PRIOR to August 15 th of the season prior to the respective AGM. A majority vote can install voting privileges to members who have joined after August 15 th. Nomination and a second nomination are required for a person to run for director, whereupon votes can be cast for the specified position General Meetings General meetings for any purpose including voting of a new board may be called at the discretion of the president or under the directive of the Executive. Procedure will be exactly as outlined for Annual General Meetings 5.12 Procedure at General and Annual General Meetings. General Meetings and AGMs will follow exactly the procedure (agenda) of an Executive Meeting, except for the AGM which requires the mandatory inclusion of a Financial Statement prepared by the Treasurer and presented under Order of Business Executive Job Descriptions President a) to call and chair meetings on a monthly basis or as required, b) to achieve the short term goals of the Club, c) to enforce the constitution, d) to provide an agenda for each meeting, e) to attend all executive and board meetings as required. Treasurer a) To record the financial dealings of the club, b) to prepare an annual statement for the club s Annual General Meeting, c) to prepare a statement for all executive meetings, d) to attend all executive and board meetings as required. Secretary a) to keep copies of the constitution and permanent club records as required, b) to ensure that constitutional procedures are carried out, c) to provide notices of general meetings, d) to record minutes of all executive, board and general meetings, e) to advise members and the Executive on procedure, f) to review documentation to be signed by club executive and execute documents as required, g) to attend all executive and board meetings as required. Page 5

8 Tour Director a) to solicit suggestions for Club rides and tours from the membership, b) to recruit and instruct ride/tour leaders, c) to assist ride/tour leaders with planning rides and tours, as needed, including description of the ride or tour, d) to facilitate announcements of Club rides and tours, electronically or otherwise, e) to oversee the development of the Club s seasonal cycling schedule, f) to ensure ride reports are completed and delivered to the Club s statistician, g) to attend all executive and board meetings as required. Section 6. Non-Liability and Indemnity 6.01 Protection of Directors, Officers and Chairmen No Director, Officer or Chairman of any standing committee of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer or other member of any committee or sub- committee or employee, or for joining in any receipts or their acts for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of any security in or upon which any of the monies from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the corporation shall be deposited, or for any loss occasioned by any error of judgement or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same are occasioned by his own wilful neglect or default Indemnity of Directors, Officers, Ride/Tour Leaders, and Chairmen Every Director, Officer, Ride/Tour Leader, or Chairman of any standing committee of the Corporation and his heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against: all costs, charges and expenses whatsoever that such director or Officer sustains or in or about any action, suit or proceeding that is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office; and, all other costs, charges and expenses that he sustains or incurs in or in relation to the affairs of the Corporation; except such costs, charges or expenses as are occasioned by his own wilful neglect or default Release and Indemnity Agreement for Members Each member eighteen years of age and older who has applied and been accepted for membership must have signed the release and indemnity agreement. Each member under eighteen years of age must have the release and indemnity agreement signed by a parent or guardian. Page 6

9 6.04 Release and Indemnity Agreement for Non-Members Each person eighteen years of age and older attending a Kingston Velo Club event sponsored by the Corporation for which they paid must have signed a release and indemnity agreement. Each person under eighteen years of age must have a release and indemnity agreement signed by a parent or guardian Non-Liability of Corporation for Personal Property It is a condition of the use of the Corporation's services or privileges that a member's personal property, while in the custody of (by bailment or otherwise) or in the control of the Corporation, is at all times at the member's risk. The Corporation and its servants do not incur any liability at law for the loss or damage to such personal property from any cause whatsoever. 7. Business of the Club 7.01 The club shall fulfill its mandate through orders of business conducted at executive meetings, board meetings or general meetings. In case of committees which conduct business on behalf of the club, the committees shall represent the club in a responsible manner. Also committee activities will be sanctioned by the executive or President when required, before implementation. 8. Amendments to the Constitution The constitution can be amended by the following procedure: a) Any member wishing to introduce an amendment to this constitution shall do so by presenting the proposed amendment in writing to at least two members of the board. The dated proposed amendment must be delivered to the board a minimum of two (2) weeks before an annual general meeting. b) In the event of changes deemed necessary by the board before an annual general meeting, a general meeting may be called given at least two weeks notice. Notice shall be given only after the board has reviewed and approved the amendment. c) Notice of intent to amend the constitution will be sent to all members within seven (7) days of the AGM., along with the agenda for the AGM. Notice of any attempt to amend the constitution must be on the agenda, and no moves to amend the constitution may be tabled from the floor. d) In the event of a General Meeting to change the constitution, a quorum shall consist of twenty (20) per cent of all members in good standing at the time of the meeting. e) In the matter of voting on changes to the constitution, a sixty-six (66) per cent majority of votes passed will decide on the amendment. f) In the event of no quorum the board can pass the proposed amendment by at least sixty-six (66) percent majority of the board. Page 7

10 9. Amendments to the Bylaws The bylaws can be amended through a process of voting at two levels: 9.01 Executive and or Board Meetings Proposed amendments to the bylaws can be tabled at executive and/or board meetings, by any member, providing the member presents the proposed amendment in time to have the item tabled under new business. The proposed amendment can be resolved at any meeting of the executive and/or board (provided that the president is present), by due process General and or Board Meetings a) Any member wishing to introduce an amendment to Bylaws shall do so by presenting the proposed amendment in writing to at least two members of the executive. The dated proposed amendment must be delivered to the executive members a minimum of two (2) weeks before any General and or Board meeting. b) Notice of the intend to amend the Bylaw at a General meeting will be sent to all members within seven (7) days of the General meeting along with the agenda. Notice of any intent to amend the Bylaws must be on the agenda and no moves to amend the Bylaws may be tabled from the floor at the General and or Board Meeting. c) In the matter of voting on changes to the bylaws, a quorum shall consist of twenty (20) per cent of all members in good standing at the time of the meeting. d) In the matter of voting on changes to the Bylaws, a sixty-six (66) per cent majority of votes will decide on the amendment at a General and or Board meeting. Page 8

11 Appendix A Permanent Club Bylaws A.1 No one shall participate in club events or functions without membership or payment of fees unless waived. A.2 Club members will abide by KVC and affiliate organizations rules. B.1 Any Junior member participating in a KVC event (e.g.: ride, tour, social) must be accompanied by a designated adult (eighteen years old or older) who will be responsible for required and reasonable supervision of the Junior member. If the Junior member's parent or legal guardian is not present for the KVC event, then it is the responsibility of the Junior member and/or his or her parent or guardian to select an adult who will agree to be responsible for the Junior member. B.2 It is highly recommended that each Junior member's cycling skills and safety knowledge be evaluated by a qualified, experienced Club member prior to participation in a KVC cycling event. If the Junior member appears to be lacking the skills necessary to safely participate in a cycling event, then skills training will be recommended before the Junior member is allowed to participate. The exception to this is a Junior member who sits as a "stoker" on a tandem. The ride leader or organizer has the right to exclude any member, Junior or Regular, who may be a danger to self or others. C.1 Electronic Voting by the Board When issues arise between scheduled Board and/or Executive meetings, and they require immediate attention, discussion and voting may take place by electronic means, such as . Procedure shall be as follows: A director shall initiate discussion by presenting a motion and asking for a seconder. The seconded motion shall be given a deadline for discussion of not less than forty-eight hours from the time of being seconded. There will be a designated voting period of forty-eight hours from the close of discussion. Rules of quorum and majority shall apply to the vote. Page 9