OLIVER PICKLEBALL CLUB
CONSTITUTION AND BYLAWS
CONSTITUTION
The purposes of the Society are:
· To promote and advance the game of Pickleball in and around the Town of Oliver, British Columbia.
· To support, develop, advocate for and represent all members.
· To offer opportunities for organized recreational and competitive play in a respectful, safe, collegial and sportsmanlike environment.
· To actively promote and support fair and equal access to all Pickleball programs regardless of gender, sexual orientation, ethnic or racial origin, religion or physical ability.
The Society is a member-funded Society. It is funded primarily by its members to carry on activities for the benefit of its members.
BYLAWS
Article 1 – Interpretation
(f) “Extraordinary general meeting” is a general meeting of the members of the Society, held to conduct special business or business other than ordinary business.
(g) “General meeting” means any meeting of the members of the Society
(h) “Not in good standing” shall mean a member who is in arrears with the Society with respect to payment of membership dues and/or other required fees or is suspended by the Society
(i) “Ordinary resolution” means a resolution passed at a general meeting by a simple majority (>50%) of the votes cast by the voting members, whether cast in person or by votes cast by another means approved in accordance with these bylaws.
(j) “Registered address” of a member means his or her address as recorded in the register of members.
(k) “Society" means The Oliver Pickleball Club
(l) “Societies Act” means the Societies Act 2015 RSBC, Chapter 18, as amended from time to time.
(m) “Special resolution” means a resolution passed at a general meeting by at least 2/3 of the votes cast by the voting members, whether cast in person or by another means approved in accordance with these bylaws.
Article 2 – Membership
1. Anyone who is at least eighteen years old (18) may join the Society by submitting an application form and paying the membership fee.
2. Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Registrar.
3. Any member in arrears for membership fees shall be automatically suspended and shall not be entitled to membership privileges or powers in the Society until reinstated. In order to vote at a General or Special meeting, a member must have paid all applicable membership fees for the current year and be a member in good standing.
4. All Society members must follow its Constitution, Bylaws, Code of Conduct, Rules and Regulations, and Policies and Procedures. If a member is found not to support the Society's mission, their membership can be revoked by a majority vote of the Board of Directors.
5. No member of the Society shall be also a paid employee of the Society.
6. No Board member shall have their membership fees waived because of their Board position.
Article 3 – Board of Directors
1. There shall be a minimum of three (3) and maximum of seven (7) Board members. The past president of the Board shall continue to be a Board member in an advisory capacity only, for a period of one year following their term, but shall not have voting rights on the Board.
2. The Board of Directors of the Society (hereinafter referred to as “the Board”) shall consist of the following Directors and Officers positions. The Officers of the Board shall be the President, Vice President, Secretary and Treasurer.
1. President
2. Vice President
3. Secretary
4. Treasurer
5. Registrar
6. Director without a title
7. Director without a title
3. The Board members shall be nominated and duly elected at the Annual General Meeting. The term of office is two years from the AGM, unless ended by removal or resignation.
4. If a Director’s position is vacated and a quorum remains, the Board may appoint a qualified replacement until the next Annual General Meeting of Members.
5. Board members shall not hold the same officer position for more than four (4) consecutive years. Board members shall not hold office for more than six (6) consecutive years.
6. The Board shall, subject to the bylaws or directions given it by majority vote at an Annual General Meeting properly called and constituted, have full control and management of the affairs and policies of the Society. Meetings of the Board shall be held as often as may be required and shall be called by the President.
7. The Board may form committees as needed to oversee specific interests for the Society. Each committee is made up of members and led by a Chairperson appointed by the Board. The Chairperson serves as the link between the committee and the Board. A quorum for any Committee will be a majority of its voting members. The Board may establish the terms of reference and operating procedures for all Committees, and may delegate any of its powers, duties, or functions to any Committee. When a vacancy occurs on any Committee, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Committee’s term. The President will be an ex-officio (non-voting) member of all Committees of the Society. The Board may remove any member of any Committee.
8. A Director will be considered to have resigned when the earliest of the following events occurs:
a. The Secretary or the President receives written resignation.
b. The Director ceases to be a member in good standing.
c. The Director is absent without valid reason for three or more Board meetings.
9. A Director or Officer may be removed by Ordinary Resolution of the Members at an Annual Meeting or Special Meeting provided the Director or Officer has been given notice of and the opportunity to be heard at such a meeting. If the Director is removed and holds a position as an Officer, the Director will automatically and simultaneously be removed from his/her/their position as an Officer.
10. A Director may be suspended, pending the outcome of a discipline hearing in accordance with the Society’s policies related to discipline, by Special Resolution of the Board at a meeting of the Board, provided the Director has been given notice of and the opportunity to be heard at such meeting.
11. The office of any Director will be vacated automatically if the Director:
a) Is found by a court to be of unsound mind; b) Becomes bankrupt or is declared insolvent; c) Is charged and/or convicted of any criminal offence related to the position; d) Changes his or her permanent residence outside of Canada; or e) Dies.
12. The Board is empowered to: a) Make policies and procedures or manage the affairs of the Society in accordance with these Bylaws; b) Make policies and procedures relating to the discipline of Members and Officers and have the authority to discipline Members and Officers in accordance with such policies and procedures. c) Make policies and procedures relating to the management of disputes within the Society and deal with disputes in accordance with such policies and procedures; d) Employ or engage under contract such persons as it deems necessary to carry out the work of the Society; e) Determine registration procedures f) Perform any other duties from time to time as may be in the best interests of the Society.
13. It shall be the duty of the President to:
a. Chair all meetings of the Society and the Board. In his/her/their absence, the Vice-President shall chair any such meetings.
b. Be an ex-officio a member of all Committees.
c. Approve all purchases on behalf of the Society and execute any contracts and other documents binding upon the Society.
d. Liaise with Oliver Parks and Recreation and be the spokesperson for the Society.
14. It shall be the duty of the Vice-President to:
a. Preside at meetings of the Society and the Board when the President is
absent.
b. Undertake actions for the Society reasonably required by the Board.
15. It shall be the duty of the Secretary to:
a. Attend all meetings of the Society and determine if a quorum exists and
keep accurate minutes of the same.
b. Have charge of all correspondence of the society and be under the
direction of the President and the Board.
c. maintain the Society's records as required by Sections 20, 22, and 23 of the Societies Act.
d. file the annual report of the society and making any other filings with the registrar under the Societies Act
e. Keep a record of all members of the Society and their addresses and send
all notices of the various meetings as required.
16. It shall be the duty of the Treasurer to:
a. Receive all monies paid to the Society and shall be responsible for the
deposit of it in any financial institution the Board may order.
b. Properly account for the funds of the Society keeping any such books and
records as are required and directed.
c. Present a full detailed account of receipts and disbursements to the
Board whenever requested.
d. Prepare with input from the Board, a yearly budget and a written financial
report to be presented to the members at the Annual General meeting for
their approval and\or amendment.
17. It shall be the duty of the Registrar to:
a. Manage the registration and renewal process for members,
b. Keep accurate and secure records of member details, contact information and membership status in a central database
c. Serve as a point of contact for new members, providing information on registration procedures and club policies
d. Ensuring all active members have the appropriate insurance and managing incident reporting or safety policy compliance
e. Manage the Societies social media accounts and website
18. The books and records of the Society may be inspected by any member of the Society at the Annual General meeting or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall always have access to such books and records.
Article 4 – Meetings
1. The Society shall hold an Annual General Meeting on or before September 30 in each year. The voting members shall elect the following officers and directors whose terms of office are expiring at the Annual General Meeting:
The Directors so elected shall form the Board and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled by a majority resolution of the Board. Any member in good standing shall be eligible to hold any office in the Society.
2. At least 60 days prior to the AGM the Board shall create a Nomination Committee consisting of at least one Board member.
3. The agenda for the Annual Meeting may include:
a) Call to order b) Determination of a quorum c) Approval of the agenda d) Declaration of any conflicts of interest e) Adoption of minutes of the previous Annual Meeting f) Board, Committee and Financial reports g) Business as specified in the meeting notice h) Election of new Directors
4. The Secretary upon instruction by the President or Board may call general meetings. Notices to members of general meetings shall be in writing to the last known email or postal mail address of each member and shall be sent not less than 14 days before the date of the meeting.
5. The President or Secretary shall call a Special General meeting upon receipt by him/her/they of a written request by ten percent (10%) of the members in good standing, setting forth the reasons for calling such meeting. Such meeting to be held within two weeks of receiving the request.
6. The President or Vice-President shall call Board meetings. Notices of Board meetings shall be by telephone or email, not less than three (3) days before the Board meeting.
7. The quorum required for all General and Special meetings shall consist of at least ten percent (10%) of the Members. 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.
8. Board meetings require a quorum of at least five (5) Directors present in person at the start.
9. Members who remain in good standing, have not withdrawn, been suspended, or removed, and have paid all current membership fees are entitled to vote at any General or Special meetings of the Society. Any such members may vote by proxy.
10. A meeting of Members may be held by means of telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Society makes available such a communication facility.
11. Any Member entitled to vote at a meeting of Members may participate in the meeting by means of telephone, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Society makes available such a communication facility. A person so participating in a meeting is deemed to be present at the meeting.
12. Notice will include the time and place of a meeting, the proposed agenda, reasonable information to permit Members to make informed decisions, and will be given to each Member entitled to vote at the meeting, and the Board, by the following means:
a) By mail, courier or personal delivery to each Member entitled to vote at the meeting, with a minimum of fourteen (14) days before the day on which the meeting is to be held; or b) By telephone, electronic or other communication facility to each member entitled to vote at the meeting, with a minimum of fourteen (14) days before the day on which the meeting is to be held.
13. The Constitution and Bylaws may be amended by Special Resolution, requiring the votes of at least 2/3 of the members in attendance at the Annual General Meeting or a Special General Meeting.
14. Notice of proposed amendments to these Bylaws will be provided to Members at least twenty-one (21) days prior to the date of the meeting of the Members at which it is to be considered.
15. Votes will be determined by a show of hands, orally or electronic ballot with one (1) vote per Member. A Member entitled to vote at a meeting may appoint another Member as their proxy to attend and vote on their behalf. The proxy must be in writing and signed by the Member. No member shall hold more than five (5) proxy votes.
16. Except as otherwise provided in these Bylaws, the majority of votes will decide each issue. In the case of a tie, the issue is defeated.
Article 5 – Finance and Management
1. The fiscal year of the Society will be July 1 to June 30 or such other period as the Board may from time to time determine. A financial report for the past year shall be presented by the Treasurer at the Annual General Meeting and filed for review and approval of the members.
2. The banking business of the Society will be conducted at such financial institution as the Board may designate.
3. The necessary books and records of the Society required by these Bylaws or by applicable law will be necessarily and properly kept. Minutes of meetings of the Board and records of the Society may be available to the general membership of the Society but will be available to the Directors, each of whom will receive a copy of such minutes.
4. Any single expenditure over $5,000.00 requires approval by a majority of eligible voting members in attendance at a General or Special Meeting.
5. The Society cannot borrow money unless a Special Resolution is passed by a two-thirds (2/3) majority of the eligible voting members in attendance at a General or Special meeting.
6. Upon the dissolution and windup of the affairs of the Society, any equipment shall be distributed in the discretion of the Board. Any other assets of the Society remaining after all the debts of the Society have been paid shall be transferred to the Town of Oliver for Parks and Recreation to support Pickleball in Oliver. The assets of the Society shall not be distributed among the members or directors.
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