Annapolis Royal Pickleball Club

Annapolis Royal Pickleball Club

Annapolis Royal, Nouvelle-Écosse
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BY-LAWS

SOCIETY BY-LAWS

PART 1- INTRODUCTION

    1. Introduction

The members shall be the governing body of the Society. To enable the Society to operate effectively, members delegate to the Board authority to manage the affairs of the Society consistent with its established principles and policies. The members reaffirm this delegated authority each year at the Annual General Meeting, through the election or reelection of the Board.

PART 2 – DEFINITIONS AND INTERPRETATIONS

2.1 In these by-laws:

  1. “Act” means the Registrar of Joint Stock Companies Act.
  2. “Society” means Annapolis Royal Pickleball Club.
  3. “Board” means the board of directors.
  4. “Director” any board member including an officer, member of an executive committee and any other person occupying such a position by whatever name called.
  5. “Member” means an individual that has been accepted by the Society as a member and who has maintained their membership in good standing.
  6. “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
  7. “Special Resolution” means a resolution passed by not less than three-fourths of such members entitled to vote as are present, in person, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

2.2 Definition in Act apply

The definition in the Act applies to these by-laws.

2.3 Conflict of documents

Except as provided in the Act, the Board will have the authority to interpret any provision of these by-laws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objectives, mission, vision and values of the Society.

PART 3 - MEMBERS

3.1 Application for membership

Any person who has reached the age of majority (19) as per Sec: 2 of the Age of Majority Act shall be eligible to become a member through an email stating interest for membership sent to arpballclub@gmail.com

Membership in the Society is not transferable.

    1. Membership capacity

Membership capacity will be decided by the Directors.

If there is capacity for a new member, applications will be reviewed by the Directors at a minimum of once a year.

3.3 Terms of admission of members

The following factors will be considered when accepting a new member:

  1. DUPR recorded play and/or Pickleball Nova Scotia sanctioned tournament play,
  2. Pickleball Nova Scotia membership in good standing,
  3. Commitment to regularly attend pickleball sessions,
  4. History of commitment to the pickleball community as displayed by past participation in pickleball programs,
  5. A history of abiding by appropriate codes of conduct and regulations, and a willingness to abide by the Principles of True Sport and the Annapolis Royal Pickleball Club Code of Conduct.

3.4 Member’s responsibilities

Members are responsible for all the following:

  1. Pay the required dues within two (2) weeks of due dates. Dues and dates are decided at the Annual General Meeting,
  2. Abide by the Principles of True Sport,
  3. Abide by the Annapolis Royal Pickleball Club Code of Conduct,
  4. Abide by by-laws of the Society,
  5. Be a member of Pickleball Nova Scotia in good standing,
  6. Abide by Annapolis Royal Recreation codes of conduct and regulations.

3.5 Conditions under which membership ceases

Membership in the Society shall cease upon any of the following conditions:

  1. Upon death,
  2. If the member resigns by written notice to the Society,
  3. If the member ceases to qualify for membership in accordance with these by-laws,
  4. If, by a majority vote of the members of the Society or a majority vote of the directors of the Society at a meeting duly called and for which notice of the proposed action has been given, the Member’s membership in the Society has been terminated.

3.6 Manner in which a member may be expelled

The board shall have authority to suspend or expel any member from the Society for one or more of the following grounds:

  1. Violating any provision of the memorandum of association, by-laws, or written policies of the Society,
  2. Carrying out any conduct which may be detrimental to the Society as determined by the board in its sole discretion,
  3. For any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Society.

3.7 Members have the following rights

  1. Every member is entitled to attend any members’ meeting of the Society,
  2. Any member who has reached the age of majority (19) as per Sec: 2 of the Age of Majority Act is entitled to hold any office,
  3. The members may repeal, amend or add to these by-laws by a special resolution. No by-law or amendment to by-laws shall take effect until Registrar’s approval is received.

PART 4 - MEMBERS’ MEETINGS

4.1 Time and place of meetings

The President, or in his/her absence, the Vice-President, or in the absence of both of

them, any member appointed from among those present, shall preside as Chair at

members’ meetings.

The Chair may, with the consent of the meeting, adjourn any meeting. No business shall be transacted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the members.

4.2 Preparation and custody of minutes of members meetings

The Secretary will have responsibility for the preparation and custody of the minutes of

members’ meetings.

4.3 Annual general meetings

The Annual General Meeting shall be held within three (3) months after every fiscal year end.

At the annual general meeting of the Society the following items of business shall be dealt with and shall be deemed ordinary business and all other business transacted shall be deemed special business:

  1. Approve the minutes of the previous meeting,
  2. Amount for membership dues and due dates for upcoming year,
  3. Consideration of the annual report of the directors,
  4. Consideration of the annual financial report of the Society,
  5. Appoint an auditor, if any, for the ensuing year, and
  6. Election of directors.

4.4 Mode and time of calling of annual general meetings

Notice to members is required for the annual general meeting. The notice must:

  1. Specify the date, place and time of the meeting,
  2. Be given to the members seven (7) days prior to the meeting,
  3. Be given to the members by email,
  4. Specify the nature of the business, such as the intention to propose a special resolution, and
  5. The non-receipt of notice by any member shall not invalidate the proceedings.

4.5 Special meetings

Special meetings of the members may be held at any time and shall be called:

  1. If requested by the chair, or
  2. If requested by a majority of the directors, or
  3. If requested in writing by at least 50 members or 20 percent of the members of the Society, whichever is the lesser number.

4.6 Mode and time of calling special meetings

Notice to members is required for special meetings. The notice must:

  1. Specify the date, place and time of the meeting,
  2. Be given to the members seven (7) days prior to the meeting,
  3. Be given to the members by newsletters, radio, public bulletin boards, e-mail, telephone, fax and/or other electronic means,
  4. Specify the nature of business, such as the intention to propose a special resolution, and
  5. The non-receipt of notice by any member shall not invalidate the proceedings.

4.7 Quorum at members’ meetings

Quorum for the transaction of business shall consist of 3 voting members or 10% of the voting members whichever is greater. No business shall be conducted at any meeting unless a quorum is present to open the meeting and before any vote.

4.8 Quorum not present at members’ meetings

If within 30 minutes from the time set for holding the meeting quorum is not present -or - if, at any time during a meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended.

  1. In the case of a meeting convened on the requisition of members, the meeting is terminated, and
  2. In any other case, the meeting stands adjourned at a later date, and if at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

4.9 Voting rights at members’ meetings

Every member may vote at any members’ meeting of the Society.

Every member shall have one vote and no more and there shall not be proxy voting.

Where there is an equality of votes the motion shall be lost.

The chair of the meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

At any meeting a declaration by the Chair that a resolution has been carried is sufficient unless a poll is demanded by at least three members. If a poll is demanded it shall be held by show of hands or by secret ballot as the Chair may decide.

PART 5 - DIRECTORS

5.1 Eligibility of directors

Any member of the Society shall be eligible to be elected a director of the Society and a director of the Society shall be a member.

5.2 Number of directors

The number of directors shall be no fewer than 5 and no more than 7.

5.3 Appointment of directors

The subscribers to the Memorandum of Association of the Society shall appoint the first directors of the Society.

At each subsequent annual general meeting, the voting members who are entitled to vote must elect the board.

Directors shall retire from office at the end of each annual general meeting at which their successors are elected. Retiring directors shall be eligible for re-election.

5.4 Board vacancies

If a director resigns his/her office or ceases to be a member in the Society, his/her office as director shall be vacated and the vacancy may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.

5.5 Duties and powers

The management of the Society is the responsibility of the directors.

The directors may appoint an executive committee and other committees as they see fit.

5.6 Conflict of Interest

Directors who have, or could reasonably be seen to have, a conflict of interest have a duty to declare this interest. The declaration should be made to the members

  1. Upon nomination, and
  2. If serving as a director, when the possibility of a conflict is realized.
  3. A conflict of interest does not prevent a member from serving as a director provided that he/she withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.

5.7 Removal of directors

The members may, by special resolution, remove any director and appoint another person to complete the term of office.

PART 6 – DIRECTORS’ MEETINGS

6.1 Frequency of directors’ meetings

The board of directors shall meet no less than once each year.

The President or, in his/her absence, the Vice-President or, in the absence of both of them, any director appointed from among the directors shall preside as Chair of the board.

6.2 Preparation and custody of minutes of directors’ meetings

The Secretary will have responsibility for the preparation and custody of the minutes of directors’ meetings.

6.3 Mode and time of calling directors’ meetings

A directors’ meeting may be called by the president or by any 2 other directors.

A meeting of directors may be held at the close of every annual general meeting without notice for the purpose of electing officers. For all other board meetings, notice is required and must:

  1. Specify the date, place and time of the meeting,
  2. Be given to the directors seven (7) days prior to the meeting,
  3. Be given to the directors by newsletters, radio, public bulletin boards, e-mail, telephone, fax and/or other electronic means
  4. The non-receipt of notice by any director shall not invalidate the proceedings.
  5. Notice can be waived for board meetings with the unanimous approval of the board.

6.4 Quorum at directors’ meetings

Quorum shall consist of a majority of the directors. No business shall be conducted at any meeting of the board of directors unless a quorum is present to open the meeting and before any vote.

6.5 Voting rights at directors’ meetings

Every director shall have one vote at directors’ meetings.

Where there is an equality of votes the motion shall be lost.

PART 7 - OFFICERS

7.1 Appointment of officers

The directors shall elect the following officers from amongst themselves:

    1. President
    2. Vice-President
    3. Treasurer
    4. Secretary
    5. Member Representative

The offices of Treasurer and Secretary may be combined.

A majority of directors may remove, whether for cause or without cause, any officer of the Society.

If the office of any officer of the Society shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

7.3 Officers duties and responsibilities

The board may restrict or supplement the officers’ powers and duties.

The President shall:

    1. Be responsible for the effectiveness of the Board,
    2. Organize and conduct all meetings and be concerned with the overall smooth operation of the Society,
    3. At the annual general meeting, report to the membership on the year’s activities,
    4. Perform other duties as assigned by the members or the directors.

The Vice-President shall:

    1. Perform the duties of the President in their absence,
    2. Perform other duties as assigned by the members or the directors.

The Treasurer shall:

  1. Have responsibility for the custody of all financial books and records of the Society,
  2. File the annual requirements with the office of the Registrar,
  3. File with the Registrar:
    1. within fourteen (14) days of their election or appointment, a list of directors with their addresses, occupations, and dates of appointment or election,
    2. a copy of every special resolution within fourteen (14) days after the resolution is passed.
  1. Have custody of the Seal, if any, which may be affixed to any document upon resolution of the board of directors,
  2. Perform other duties as assigned by the members or the directors.

The Secretary shall:

    1. Have the responsibility for the preparation and custody of the minutes of members’ meetings,
    2. Perform other duties as assigned by the members or the directors.

The Member Representative shall:

    1. Be concerned with the overall smooth operation of the Society,
    2. At the annual general meeting, report to the membership on the year’s activities,
    3. Identify members seeking election to the Board,
    4. Perform other duties as assigned by the members or the directors.

PART 8 – DIRECTOR AND OFFICER REMUNERATION

Directors and officers shall serve without remuneration and shall not receive any profit or be paid for being directors or officers.

PART 9 – FINANCE

9.1 Funds of the Society

No funds of the Society shall be paid to or be available for the personal benefit of any member.

9.2 Financial Year End

The fiscal year end of the Society shall be the last day of December.

9.3 Audit of Accounts

An auditor of the Society may be appointed by the members at the annual general meeting and, if the members fail to appoint an auditor, the directors may do so.

9.4 Annual Financial Statements

At the annual meeting, the directors shall present to the members a written report on the financial position of the Society. The report shall be in the form of:

    1. A balance sheet showing its assets, liabilities and equity, and
    2. A statement of its income and expenditures in the preceding fiscal year.

A copy of the financial report shall be signed by the auditor or by two directors.

A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual meeting.

PART 10 – CORPORATE SEAL

The Society may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Society shall be the custodian of the corporate seal which may be affixed to any document upon resolution of the board.

PART 11 – SIGNING AUTHORITY

Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the President or the Vice-President and the Secretary, or otherwise as prescribed by resolution of the board of directors.

PART 12 – BORROWING POWER

The Society shall not make loans, guarantee loans or advance funds to any director or member of the Society.

PART 13 – INSPECTION OF BOOKS AND RECORDS

The members may inspect the annual financial statements and minutes of members’ and directors’ meetings at the registered office of the Society with one week’s notice. All other books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.

PART 14 – MANNER OF MAKING, ALTERING AND RESCINDING BY-LAWS

The members may repeal, amend or add to these by-laws by a special resolution. No by-law or amendment to by-laws shall take effect until the Registrar approves it.

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