Tennis Centre West Ottawa Constitution and By-Laws

Transcription

1 Tennis Centre West Ottawa Constitution and By-Laws

2 2 PREAMBLE SECTION A - CONSTITUTION The Tennis Centre West Ottawa (TCWO) is a duly incorporated organization, which acts to provide year-round Tennis facilities and associated services to its members and residents of the City of Ottawa. The premises are owned by the City of Ottawa. The City engages the services of the TCWO for the management and operation of the facilities. The Club is operated as a non-profit organization. Members have the final authority in the Club. This authority is exercised through the election of a Board of Directors who provide overall governance, management and direction to the Club. Membership in the TCWO is contingent upon paying membership fees and abiding by the provisions of the Constitution and By-Laws of the Club. CODE OF ETHICS The Code of Ethics outlines modes of conduct and behaviour, which are expected of the members, members of the Board of Directors, staff and guests of the Club. These include: Respectful Behaviour and language toward all staff and guests Respect for the Club property Encouragement for the participation of all members in the activities of the Club Exhibition of sportsman-like behaviour at all times, whether playing socially or representing the Club in competitions or leagues. Respect for the Conflict of Interest Policy of the Club DEFINITIONS The Club: Tennis Centre West Ottawa The City: The Corporation of the City of Ottawa Officers of the Club: The President, the Vice-President, Secretary and Treasurer Directors: Members of the Board of Directors other than the Officers Board: The Board of Directors, which comprises the Officers, Directors and the Past- President Members: All individuals who have paid their membership fees for a year-round or seasonal playing period. Seasonal Playing Membership: Member for either the summer or the winter playing season. Year-Round Membership: Membership for twelve (12) months from the date of joining Adult Members: All members who have reached their eighteenth birthday by of on January 1 st of the current tennis year. Constitution: Means Constitutions and By-Laws, or any combination thereof Conflict of Interest Policy: A policy statement of the Club. Copies are available at the Clubhouse.

3 3 ARTICLE 1 GENERAL LEGAL STATUS This Club shall be known a the Tennis Centre West Ottawa (hereinafter referred to as the Club) The Club shall be governed and operated as a non-profit organization, for the benefit of its members All matters pertaining to the property and facilities shall be governed by the Agreement signed between the City and Club. GOAL AND OBJECTIVE The goal of the Club shall be to promote and develop the game of tennis and its enjoyment The objective of the Club is to serve its members by providing appropriate, high quality tennis facilities, programs and services on a year-round basis. RULES OF PLAY Tennis Play shall be covered by the rules of Tennis Canada. Members and guests shall also abide by the Code of Conduct, Tennis Etiquette, Court Booking Procedures, and Scoring Rules of the Club. ARTICLE 2 FINANCES FINANCES The funds of the Club shall be utilized as determined by the Board of Directors, including maintaining a reserve of funds to cover contingencies The assets of the Club shall be the property of the Club The Board shall ensure that proper accounting records of financial and other transactions are maintained At the Annual General Meeting, the Board will present the financial statements for the previous year. The budget for the current year will also be presented, following an opportunity for review and comment by the membership. The budget will include expenditures and fee structures Any Adult member shall have the right to review the financial statements of the Club upon submission of a written request to the Board of Directors.

4 The City shall have the right to review the books of the Club The accounts of the Club shall be audited periodically. TRANSACTION OF BUSINESS All monies belonging to the Club, with the exception of a working Petty Cash Fund, shall be deposited in an account or accounts with either a Chartered Bank in Canada or a Registered Trust Company in Canada All payments, other than those disbursed through the Petty Cash Fund, shall be cosigned by two (2) of the designated financial signing authorities of the Board of Directors Petty Cash disbursements shall be covered by receipts which shall be reviewed and approved by one of the designated financial signing authorities of the Board of Directors prior to reimbursement of the Petty Cash Fund The Club shall pay its own staff directly, or shall provide the necessary funding, through a contractual agreement for management of the Club, to pay staff. FEES AND PLAYING SEASONS The fee structure, amounts and payment options and deadlines shall be determined by the Board of Directors The start and end dates of the summer and winter playing seasons shall be determined by the Board of Directors. ARTICLE 3 MEMBERSHIP ELIGIBILITY AND RIGHTS Membership in the Club shall be open to all individuals who pay membership fees and who abide by the provisions of the Constitution and By-Laws of the Club The Board of Directors shall have the right to approve applications for membership and to limit the number of memberships, should this be necessary to protect the interests of the members. Should the Board deny membership, a rationale for the refusal will be provided to the applicant(s) involved Membership is contingent upon the payment of the prescribed fees and submission to the Club of such membership application forms as the Board approves Adult members have playing privileges and voting rights.

5 Playing privileges refer to the right to play tennis during the time a paid-up membership is in effect, which could be for the season (summer playing season or winter playing season) or year-round (12 months from the date of joining) Voting rights are defined as the right to participate in General meetings, to nominate candidates for elected office, to stand for office (pursuant to Article 4.1.4), to vote at General meetings and in elections and to serve on special committees. For full seasonal and for year-round members, voting rights will be for 12 months from the date of joining. CATEGORIES OF MEMBERSHIP Individual membership Memberships held in the name of individuals. These members shall enjoy the full rights and privileges of membership as stated in this Constitution and By-Laws Honorary Members Persons deemed worthy of this honour by the Board of Directors because of outstanding accomplishments in the game of tennis, or because of outstanding contributions to the Club. Honorary members shall have playing privileges as determined by the Board of Directors Corporate Memberships Group memberships purchased by a Corporation. Players using the Club facilities as part of a corporate membership shall have playing privileges only Guests Persons who do not hold a membership, but who wish to use the Club s facilities, and who abide by the provisions of the Constitution and By-Laws of the Club. RESIGNATION AND DISCIPLINE Resignation by any member shall be in writing, but such resignation shall not absolve such member from any financial liability or arrears A member may have his/her membership privilege revoked for cause by a majority vote of the Board of Directors, at a Board meeting. Such cause to include misconduct, illegal activity, or the pursuance of activities contrary to the best interests of the Club, or which reflect unfavorably upon the Club, provided that two weeks notice of motion to revoke is given, and that a review of the situation has been undertaken by the Board. The member shall be given the right to appear on his/her own behalf at the Board meeting A Member may have his/her membership privileges immediately revoked by the President, Director of Membership or any Board member, for egregious conduct or behaviour which threatens the safety and well-being of the Club, its members and its staff. The Board will decide upon the duration of the suspension further to a review of the situation by the Board.

6 6 ARTICLE 4 BOARD OF DIRECTORS AND SPECIAL COMMITTEES COMPOSITION The Board of Directors shall consist of the Officers and Directors as defined in Articles and of this Constitution The Officers shall be the President, the Vice-President, the Secretary and the Treasurer There shall be a minimum of three (3) and a maximum of six (6) Director positions. Director positions for Facilities and Operations, Membership and Playing shall be ongoing. The Board may authorize up to three (3) additional Director positions to meet organizational requirements, prior to each election of Directors at the Annual General Meeting Only Adult members with a year-round or full summer seasonal membership at the time they announce their candidacy shall be eligible to serve as Officers on the Board of Directors. All adult members shall be eligible to serve as Directors The terms of office of all Officers and Directors shall be for two years. Two (2) Officers and one (1) or two (2) of the on-going Directors will be elected on alternate years. The Past-President may sit for one or two years No Officer or Director may serve more than three (3) consecutive two-year terms in the same position unless the incumbent has indicated a willingness to serve for an additional term and no other person has offered to serve in that capacity. POWERS The Board of Directors shall have the authority and responsibility for the governance, management and direction of the Club and shall be empowered to transact all ordinary business. Exceptional business transactions shall be handled by the Policy Directive on Capital and Operating Budgets of the Club The Board shall exercise its powers through this Constitution and By-Laws The Board shall have the responsibility for upholding the Constitution and By- Laws of the Club The Board shall have the power to add to, delete from or amend the Laws according to the procedure laid down under Article 6 of this Constitution The Board shall establish policies and procedures for the management and operations of the Club.

7 The Board shall approve an organizational structure for the Club The Board shall approve the annual budget for the Club The President shall have the power to appoint any Special Committees he/she deems necessary for specific purposes, or he/she shall appoint such Committees as the majority of Adult Members at the General Meeting may direct Board members shall be empowered to form committees to provide assistance for designated areas of responsibility, upon approval of the Board of Directors. The Officer/Director of such committees shall have the deciding vote in his/her committee. RESPONSIBILITIES The Board of Directors shall ensure that a Directors Liability Insurance is in place. No Officer or Director shall be personally liable for any financial obligations of the Club, past or present, except for payment of his/her own dues No Officer or Director shall commit or disburse any funds or monies or commit or dispose of any assets of the Club without authorization of the Board of Directors No Officer of Director shall use the name, mailing list or official insignia of the Club for other than Club purposes No member of the Board shall derive financial advantage from the Club s transactions Elected Officers and Directors of the Club shall not be remunerated for their work for the Club. They may be reimbursed for expenses incurred for the Club, provided the Board approves such expenses and they may receive non-monetary remuneration in situations the Board finds appropriate The Board of Directors may, at its discretion, vote honoraria to individuals in recognition of services rendered All members of the Board of Directors shall adhere to the conditions set out in the Club s Conflict of Interest Policy. ELECTONS Officers and Directors, as defined in Articles and of this Constitution, shall be elected at the Annual General Meeting (AGM) by a count of secret ballots cast at the AGM or in the Advance Poll, pursuant to the conditions outlined in Article 6 of the By-Laws of the Club Officers and Directors shall be elected to specific positions.

8 At a Board of Directors meeting to be held at least four (4) weeks prior to the date of the AGM, the Board shall appoint a Nominating Committee consisting of three (3) Adult members of the Club, the Chairperson of which shall be a member of the Board The Nominating Committee shall be responsible for soliciting, receiving, reviewing and posting nominations in the clubhouse In the event that a member of the Nominating Committee decides to stand for election to a position on the Board, he/she must withdraw from the Nominating Committee and the Board will appoint a replacement In the event an election is required, not later than fourteen (14) days prior to the AGM, the Board shall appoint not less than two Inspectors of Election, who, at the AGM, shall count ballots cast in the Advance Poll and at the AGM for the election of Officers and Directors. The members of the Nominating Committee shall be ineligible to be Inspectors of Election. RESIGNATIONS An Officer or Director who is absent from three consecutive Board of Director s Meetings without good cause may, at the President s discretion, be asked to resign his/her position. Should the officer or director no resign the Board has the authority to terminate his or her membership on the Board of Directors A member of the Board of Directors may be asked to resign from the Board if it is decided unanimously by the disinterested Board members that a particular Board member has violated the Club s Conflict of Interest Policy. Should the officer or director no resign the Board has the authority to terminate his or her membership on the Board of Directors. ARTICLE 5 MEETINGS GENERAL MEETINGS General Meetings shall be held at such times and in such places as the Board of Directors shall designate. Members may petition the Board, with 30 adult member signatures, requesting and explaining the reason for convening a Special General Meeting. The issue specified in such petition must fall within the constitutional powers of the Board to address. The Board of Directors shall consider and respond to such request The Annual General Meeting for the election of Officers and Directors shall be held during the month of September or October in each tennis year. Notice of the Annual General Meeting shall be given not later then two (2) weeks before the scheduled date of the Meeting.

9 A Quorum at General Meetings for the transaction of business shall be fifteen (15) of more of the Adult Members present in person. The vote of the majority of the Adult Members present at a General Meeting shall be the vote of the meeting except where a motion to amend the Constitution is before the meeting, when Article 6.1 of this Constitution shall apply. BOARD OF DIRECTORS MEETINGS Board of Directors Meetings shall be called on a regular basis and at least once per quarter, by the President, at such times and in such places as he/she shall deem necessary, or upon the written request of two (2) Board members A Quorum for the transaction of business at Board Meetings shall consist of half plus one of the members of the Board, not including any ex officio members. A vote of the majority of the Board members at any Board of Directors Meeting shall be the vote of the Board. ARTICLE 6 AMENDMENTS AMENDMENTS TO THE CONSTITUTION The Constitution (Section A of this document) shall be amended by a two-thirds majority vote of the Adult members who are present at a General Meeting No proposal to amend the Constitution shall be voted upon without two (2) weeks notice, in writing, to the Adult Members. AMENDMENTS TO BY-LAWS The By-Laws (Section B of this Document) shall be amended by a two-thirds majority vote of the members of the Board of Directors present at a Board of Directors meeting No proposal to amend the By-Laws shall be voted upon by the Board of Directors without two (2) weeks notice, in writing, to the Board The President shall report to the membership on any such changes to the By-Laws at the next Annual General Meeting.

10 1 SECTION B: BY-LAWS ARTICLE 1 DUTIES OF OFFICERS PRESIDENT The President shall be the Chief Executive Officer of the Club and as such will have the major responsibility for upholding the Constitution and By-Laws of the Club The President shall be the liaison between the City and the Club The President shall preside at all General Meetings and Board of Directors. Meetings The President shall report to the membership on the activities of the Club at Annual General Meeting or at such times as may be determined by the Board through General Meetings or Newsletters The President shall be an ex officio member of all Committees with the exception of the Nominating Committee The President shall ensure that Officers, Directors and Committees fulfill their responsibilities. He/she shall concern him/herself particularly with the striking of budgets and adherence thereto The President shall be the main liaison between the Board of Directors and any professional management firm contracted by the Board. VICE PRESIDENT The Vice President shall exercise all the functions of the President and be vested with the entire President powers in the absence of the President The Vice President may be given other duties and powers by the President and/or the Board from time-to-time. SECRETARY The Secretary shall have charge of official club documents, shall keep such records and make such receipts, other than financial, as are required. The Secretary shall see that each member of the Board of Directors receives a current copy of the Constitution and By-Laws as they are mended The Secretary shall be responsible for issuing to members the proposed agenda or order of business for a meeting and for preparing and issuing accurate records of meetings of the Board or Directors and of the general membership The Secretary shall preside at a General Meeting whenever both the President and Vice President are absent. In this event, the Secretary shall appoint another Director or Adult Member to act as recording secretary for that meeting.

11 1 TREASURER The Treasurer shall have primary responsibility for the funds of the Club The Treasurer shall develop and establish, upon Board approval, all accounting and financial policies and procedures The Treasurer shall oversee the preparation of financial statements required by the City, the President or the Board of Directors and for ratification by the membership at the AGM. The Treasurer shall also ensure tax returns are completed and filed in a timely manner The Treasurer shall be responsible for making available the books of the Club in good order upon request of the membership of the Board of Directors. ARTICLE 2 DUTIES OF DIRECTORS DIRECTORS There shall be a minimum of three (3) and a maximum of six (6) Directors whose specific areas of responsibility shall be prescribed by the Board of Directors or the President. In general, these duties shall be the following: A Director shall be the main point of contact between the Board and the management firm regarding adherence to and interpretation of Board policies in his/her area of responsibility A Director shall be the main point of contact with the Board of Directors for members regarding matters of Club policies or issues of concern in his/her area of responsibility A Director may be responsible for the planning, implementation, monitoring and report preparation or special projects which may be undertaken from time to time by the Board of Directors and/or the President. ARTICLE 3 PROFESSIONAL MANAGEMENT CONTRACTED PROFESSIONAL MANAGEMENT The Board of Directors may hire a professional management firm, on a contractual basis, to manage the Club within an approved budget and in accordance with Club policy, to deliver programs and services as detailed in a management agreement between the Club and the firm. Efficient liaison, coordination and communication between the firm s point-or-contact (Club General Manager) and the Club s representatives shall be achieved through the President and the Directors with responsibility for specific policy and governance areas.

12 1 ARTICLE 4 FINANCIAL SIGNING AUTHORITY All payments for goods and services purchased by the Club, and for Petty Cash disbursements covered by receipts, shall be authorized as per Articles and of the Constitution of the Club (Section A of this Document). ARTICLE 5 FEES FEE STRUCTURES AND AMOUNTS Prior to each AGM, the Board shall approve a membership fee structure and amounts which shall comprise part of the membership application form of the Club. Membership playing periods may include summer only, winter only or year-round time frames. Categories of membership fees shall normally include the following: Adult Member Members who have reached their 35 th birthday by or on January 1 st of the current tennis year. Junior Member Members who have not reached their 18 th birthday by January 1 st of the current tennis year. Senior Member Members who have reached their 65 th birthday by January 1 st of the current tennis year. Student Member Student aged 19 to 25 by January 1 st of the current tennis year and in possession of a valid, full-time student card from a recognized educational institution. Family Membership Two adult or Intermediate members, and their children under 18 years of age as of January 1 st of the current tennis year, and residing in the same residence. Intermediate Member Member, aged 18 to 34 by January 1 st of the current tennis year, and who is not a student At the time the membership fees are determined, the Board shall approve the policies toward and the fees to be charged for monthly memberships and for guests The Board may approve changes to the fee structures and amounts, and to the court fees charged, during the course of either the playing seasons if such action is required in the opinion of the Board. FEE PAYMENT Applications for membership shall be accompanied by the full amount of the fee for the playing period for which the membership applies. ARTICLE 6 ELECTION PROCEDURES NOMINATION PROCEDURES The Nominating Committee, which shall be appointed pursuant to Article of the Constitution of the Club (Section A of this document), shall post a notice in the

13 1 clubhouse four (4) weeks prior to the date of the Annual General Meeting (AGM), in which the Committee will solicit nominations for the positions available for election. Summary job descriptions will also be posted The Nominating Committee shall receive names of Adult Members who wish to be elected to the Board in the following manner: A individual member may advance his/her name, stating the position sought A Proposer and a Seconder may nominate a person for a specific position and be assured that the person nominated will serve if elected The same Proposer and Seconder may nominate only one person for each position open for election Each nominee shall provide a brief resume of his/her qualifications and experience and reason(s) for seeking the position. The resumes will be posted with the official ballot in the clubhouse in accordance with Article of the By-Laws of the Club The ballot shall include the names of all nominations received by the Committee The list of candidates presented by the Nominating Committee, in the form of the official ballot, shall be posted prominently in the clubhouse seven (7) days prior to the date of the AGM. VOTING PROCEDURES The number of ballot forms {prepared shall be equal to the number of Adult members entitled to vote. A master list of eligible voting members will be maintained for voter recording purposes at the Advance Poll and at the AGM Notice of the Advance Poll will be posted prominently in the clubhouse at least four (4) weeks in advance of the AGM The official ballot shall be available at the clubhouse not later than seven (7) days prior to the date of the AGM for advance voting by Adult members who anticipate being unable to attend the AGM Ballots thus obtained must be completed by the recipient and deposited in the ballot box under the scrutiny of the steward on duty, and not taken from the clubhouse. To validate voting in the Advance Poll, the voter and the steward will each initial the voter s name after it has been crossed out on the master list The Advance Poll shall be concluded at noon of the day of the AGM.

14 Not less than two (2) Inspectors of Election shall count ballots cast in the Advance Poll and at the AGM as per Article of the Constitution of the Club. Constitution as amended at the Annual General Meeting of October 21, 2015.