BY-LAWS
BRIDGE CENTRE OF NIAGARA
BYLAW NO. 1
A Bylaw Relating Generally to the Conduct
of the Affairs of the
Bridge Centre of Niagara
BE IT ENACTED AND IT IS HEREBY ENACTED as a bylaw of the Bridge Centre of Niagara as follows:
SECTION 1. Interpretation
1.1 Definitions.
In this By-law and all other By-laws and resolution of the Corporation, unless the context otherwise requires:
(a) the following terms shall have the meanings specified:
(i) “Act” means the Business Corporations Act (Ontario), or any statute that may be
substituted therefor including the regulations made thereunder, as amended from
time to time;
(ii) “Articles” means the Articles of Incorporation of the Corporation as amended or
restated from time to time;
(iii) “Board” means the board of directors of the Corporation;
(iv) “Chairman of the Board” means the President elected from time to time to hold that office;
(v) “Centre” means the corporation whose name is set out at the top of this page;
(vi) “Director” means a member of the Board;
(vii) “Officer” means an officer of the Board;
(b) terms that are defined in the Act are used in this By-law with the same meaning; and
(c) words importing the singular number shall include the plural number and vice
versa, and words importing the masculine gender shall include the feminine and
neuter genders.
SECTION 2. NAME
This not-for-profit organization is incorporated in the province of Ontario under the name “ Bridge Centre of Niagara”.
The seal of the Centre shall be such as the Board may by resolution adopt.
SECTION 3 PRINCIPAL OFFICE-
The location of the Centre is 2E Tremont Road Unit 6 St. Catharines or as may be designated by the Board from time to time.
The facilities of the Centre will be used for bridge related activities only. Any bridge related activities other then scheduled games and bridge classes will require the prior approval of the Board for each and every occasion.
SECTION 4. PURPOSES
The purposes of this organization are:
A. To provide a place and the opportunity for playing duplicate bridge under the rules of the American Contract Bridge League.
B. To preserve, and to stimulate interest in, the art of playing competitive contract bridge.
C. To offer opportunities for learning bridge playing skills.
D. To encourage the highest standards of conduct and ethics and enforce such standards during play.
E. To promote a pleasant atmosphere for the enjoyment of the game.
SECTION 5. ORGANIZATION
5.1: Centre Management –
• A Board of Directors (hereinafter called the Board) shall manage the property and business of the Centre.
• There shall be nine (9) voting members of the Board. These are the officers in the positions of President, Vice-president, Secretary, Treasurer, Club Manager and four (4) Directors. Also, for three years after completing a term in office, the immediate past President may serve as an advisory Board Member.
• Committee Chairmen may attend Board meetings and shall have voice but no vote.
• Centre members may attend meetings, but may only have voice with prior agreement of the president.
5.2: Eligibility for office
• To be a nominee, one must be a Centre member for a full year.
• Directors are elected to serve a three (3) year term. They may not succeed themselves after serving two (2) successive terms.
• President, Vice-president, Secretary, Treasurer and Club Manager are limited to three (3) successive one (1) year terms.
5.3: Elections
• Directors shall be elected prior to the Annual Membership Meeting as per the procedures detailed in Section 7.2.6.
• Officers are elected by the Board of Directors following the election of Directors from among its members.
• President, Vice-president, Secretary, Treasurer and Club Manager shall be elected for a one (1) year term. Each year, three (3) new Directors shall be elected for a three (3) year term.
5.4 Duties and Responsibilities of Board Members
A. President – The President shall:
1. Preside at all Board and Membership meetings.
2. Call special meetings.
3. Appoint all Committee Chairmen in consultation with the Board members.
4. Effect strict adherence to these Bylaws and Centre rules.
5. Effect all orders and resolutions of the Board.
6. Serve as ex-officio member of all committees.
7. Set the agenda for all meetings.
B. Vice-president – The Vice-president shall:
1. Assist the President in his or her duties.
2. Act as President in the absence of the President, exercising the powers and duties of that office.
C. Secretary – The Secretary shall:
1. Record the minutes of all transactions at such meetings and read those minutes at subsequent Board or Membership meetings.
2. Maintain records of Board and Membership meetings and financial reports.
3. Notify the Centre Membership of Annual and Special Membership meetings.
4. Maintain and update the legal documents of the Centre
D. Treasurer – The Treasurer shall:
1. Receive and deposit all funds received by the Centre.
2. Disburse funds of the Centre as authorized by the Board of Directors and Bylaws
3. Maintain accurate records of all financial transactions of the Centre.
4. Report on the financial condition of the Centre at each Board Meeting.
5. Present a report at the Annual Membership Meeting covering the Centre’s financial status and major transactions of the previous year. This report shall be on file and available to any member on request.
6. Present the budget for the following year at the Annual Membership Meeting.
E. Club Manager – The Club Manager shall:
1. Conduct all business with the ACBL (American Contract Bridge League) and the CBF (Canadian Bridge Federation)
2. Ensure that all Centre games are conducted within the rules and guidelines of the ACBL
3. With Board approval, schedule all Centre Championship and special Centre games, ensuring that they are ACBL compliant.
4. Transmit ACBL fees and records of ACBL master points earned by members at Centre games.
5. Update Centre and ACBL Members’ master point records periodically to assure fair and accurate handicap and stratification assignments at Centre games.
6. Ensure the game results are transmitted to local paper The Standard.
7. Report monthly and year-to-date game attendance to the Board and recommend actions to improve game participation.
8. Report on game attendance at Annual Meeting.
F. Directors – Directors shall:
1. Attend all Board and Membership meetings.
2. Represent the perceived best interests of the Centre Membership when voting on business before the Board.
3. Serve as Committee Chairmen if appointed by the President.
4. Perform other appropriate duties as requested by the President or Board.
G. Past-president – The Past President may act as an Advisor to the Board.
5.5: Powers of the Board of Directors
A. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board may exercise all such powers of the Centre and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised by others.
B. Without prejudice to the general powers conferred by Section 5.4 and the Articles of incorporation and Bylaws of the Centre, the Board shall have the following powers:
1. To confer by resolution upon an appointed officer of the Centre the power to choose, remove or suspend the assistant officers or agents.
2. From time to time to make and change rules and regulations, consistent with these Bylaws, for the management of the Centre’s business and affairs.
3. To authorize expenditures exceeding $100.00 (day to day expenditures excluded) by vote at a regular or special Board meeting.
5.6 Remuneration and Expenses.
Each Officer and Director shall not be remunerated for his services as an Officer or Director. Each Officer and Director shall not be paid any sums in respect of the out-of-pocket expenses incurred by him in attending meetings of the Board, meetings of any committee of the Board of which he is a member, or otherwise incurred by him in connection with the performance of his duties as an Officer or Director.
5.7 Auditor and Committees.
Subject to the provisions of the Act, the Board may appoint annually an Auditor and one or more committees, and delegate to such committee or committees any of the powers of the Board except those powers which, under the Act, a committee has no authority to exercise.
Unless otherwise determined by the Board, each committee appointed by the Board shall have the power to fix the quorum for its meetings at not less than a majority of its members, and to fix its rules of procedure.
5.8: Standing Committees
The President shall appoint Chairmen for the following standing committees
A. House Committee - The House Committee shall be responsible for recommending action for operation and maintenance of the Centre facilities and equipment.
B. Conduct and Ethics Committee – This Committee shall resolve matters involving improprieties in the Centre. The Committee shall respond to written complaints received by the Chairman and has the authority to impose sanctions in accord with ACBL (American Contract Bridge League) or Bridge Centre of Niagara Rules. Any action taken by this Committee may be appealed to the Board.
C. Membership Committee – This Committee will be responsible for:Stimulating public interest in becoming Centre members.Maintaining accurate records of paid up memberships and encouraging prompt dues payment by members.Publishing an Annual Membership Directory listing current members, Board members and Committee Chairmen Information on scheduled Centre games and Centre rules may also be included.
D. Game Director Committee – This Committee shall be responsible for ensuring a consistent approach by the game directors and scheduling of the game directors for the various games.
E. Educational and Games Committee – This Committee shall be responsible for planning the type of games to be held with the appropriate stratification and for scheduling bridge classes/lessons.
F. Social Committee – This Committee shall be responsible for coordinating special event games and the purchase of refreshment supplies.
5.9:Other Committees
The President may appoint other Committee Chairmen necessary or appropriate for Operation of the Centre.
These Committees may include but are not restricted to the following:
A. Sunshine Committee – This Committee will attempt to identify all sick or incapacitated Members and initiating such actions for the Centre as are deemed necessary.
B. Partnership Committee – This Committee will attempt to provide game partners, on request, for members and guests at regular Centre games.
C. Bridge Bits Committee – This Committee will be responsible for providing news of Centre and Member activities and achievements for inclusion in the “Niagara Bridge Bits” newsletter and for publishing the newsletter.
5.10: Nominating Committee
The Nominating Committee shall be composed of three (3) immediate past board members of the Centre and chaired by the immediate past president. The slate of candidates shall be completed and posted at the Centre 2 weeks prior to the annual meeting. At the annual meeting the Nominating Committee shall present the candidates who were elected before the annual meeting as Directors of the Centre..
SECTION 6. MEMBERSHIP
6.1: Eligibility
Anyone interested in playing duplicate bridge under the rules of the American Contract Bridge League is eligible for membership in the Centre. Members shall have all the privileges of the Centre and shall obey all the rules of the Centre, as provided by these Bylaws and amendments thereto.
6.2: Membership Dues
Members shall pay annual dues as established by the Board. Upon payment of dues, each member shall have full voting privileges.
The membership year shall be from April 1 to the following March 31.
The board may allow semi annual memberships and shall establish the dues for it. Semi annual memberships do not include voting privileges.
Any member may withdraw from the Centre at any time. Withdrawal from the membership does not entitle the member to a refund or any portion thereof of the membership fee which has been paid by that member.
6.3: Member Game Fees
Members shall pay a fee, established by the Board, for all Centre games. After April 1, Members who have not paid dues for the new year shall be considered guests and charged fees according to Section 6.4 below.
6.4: Guest Game Fees
Anyone, not a member of the Centre, wishing to play in a Centre game under ACBL rules is considered a guest of the Centre. The guest may be assessed a surcharge, as established by the Board, to the regular member game fee.
SECTION 7 Meetings
7.1. Place of Meetings
All meetings shall be held at the principal place of operation, or where the Board may determine within the Region of Niagara.
7.1.1 Rules of Order
Robert’s Rules of Order Newly Revised will be used at all meetings
7.2. General Membership Meetings
1. Notice:
For any membership meeting, notice in writing shall be posted at the Centre and distributed at the Centre at least 2 weeks prior to the scheduled meeting, to the members entitled to vote..
2. Quorum
A Members’ Meeting duly called shall not be organized for the transaction of business unless a quorum is present.
1. The presence, in person, of (20) voting Members, shall constitute a quorum.
2. If a meeting cannot be organized because a quorum is not present, those present shall adjourn the meeting until such time and place as they may determine. In the case of any meeting called for the election of Board Members, those attending the second of such adjourned meetings, although not a quorum as fixed herein, shall constitute a quorum for electing Board Members.
3. Voting –
Voting at any general membership meeting shall be by a show of hands except where, either before or after a vote by show of hands, a ballot is required by the chairman of the meeting or is demanded by any person present and entitled to vote at the meeting. On a show of hands, each person present at the meeting and entitled to vote thereat shall, subject to the Act, have one vote. On a ballot, each person present at the meeting and entitled to vote thereat shall, subject to the Act and the Articles, have one vote. A ballot so required or demanded shall be taken in such manner as the chairman of the meeting directs.
Unless otherwise required by the Act or the Articles, every question at a general membership meeting shall be decided by a majority of the votes cast on the question. In the event of an equality of votes on any question at a general membership meeting either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote
4. Membership Record
A record of membership status will be available for all Membership Meetings and is the responsibility of the Membership Chairman as described in Section 5.6 C.
5. Meeting Agenda
Voting at any general membership meeting will be restricted to items contained in the agenda distributed before the meeting and motions made and duly seconded during the meeting.
6. Annual Meeting –
The annual meeting shall be held in May of each year on a date set by the Board. If the annual meeting is not held by May 31st, any Member may call the meeting by mailing notice of such to the general membership
A. Election of Officers and Directors
The Membership shall elect the Board of Directors by secret ballot at the Centre during the 2 weeks immediately prior to the annual meeting during scheduled games. The Board at its first meeting after election will elect the Officers from among its members.
B. The only Members eligible to be placed on the ballot are :
• The Members selected by the Nominating Committee.
• Members whose names were submitted in writing to the Nominating Committee Chairman during the nominating period as set by the Board. The submittal must be signed by two (2) other Members.
• Those who have completed one (1) full year of membership.
• No nominations may be made from the floor at the Annual Meeting.
• Elected Directors shall take office immediately.
C. Treasurer’s Report – The Treasurer has the duty to prepare and present at each Annual Meeting an annual report on the financial status of the Centre. This report shall include:
a) The assets and liabilities of the Centre in the form of a balance sheet.
b) The receipts and disbursements of the Centre since the date of the previous financial statement.
c) A report of any exceptional (over $1000.00) expenses for the past fiscal year
d) A report on the budget for the current membership year.
e) The report of the auditor, if any;
7. Special Membership Meetings
• Called By Board –
Special meetings of the Members may be called at any time by the President, or any member of the Board.
• Called by Members
At any time, upon written request of at least twenty (20) Members, it shall be the duty of the Secretary to call a meeting of the membership to be held at such time as the Secretary may fix, not more than thirty (30) days after receipt of the request. If the Secretary should neglect or refuse to issue such a call, any person making the request may do so.
Business transacted at all special meetings shall be confined to the stated purpose of the meeting
7.3 : Board of Directors Meetings
A. Quorum
A Board meeting duly called shall not be organized for the transaction of business unless a quorum is present. A quorum requires five (5) of the nine (9) Board Members to be present. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting until such time and place as they may determine.
B. Meetings
There are three types of Board meetings:
1. Organizational Meeting – After election of Board Members, the newly elected Board may meet for the purpose of organization or otherwise:
a) Immediately following their election, or
b) At such time and place as shall be fixed by consent of a majority of Board Members.
2. Regular Board Meeting – Regular meetings of the Board shall be held at least once every month. A simple majority vote of the Board shall determine the time and place of any meetings.
3. Special Board Meeting – Special meetings of the Board may be called by the President on five (5) days personal notice to each Board member. Special meetings of the Board may also be called by the President or the Secretary in like manner, and on like notice on the written request of two (2) Board members.
C. Order of Business – The order of business at all meetings of the Board, at which a quorum is present, shall be substantially as follows unless otherwise determined by the Board:
1. Roll call.
2. Reading of the minutes of the preceding meeting of the Board.
3. Reports of Officers.
4. Committee reports.
5. Unfinished business.
6. New Business.
D. Every question at a meeting of the Board shall be decided by a majority of the votes cast on the question without a vote by the President. In the event of an equality of votes on any question at a meeting of the Board, the President shall be entitled to a casting vote.
E. Board Action without a Meeting – In an emergency and if a majority of the Board members shall consent to any action to be taken by the Centre, such action shall be a valid corporate action as though it had been authorized at a meeting of the Board.
F. Removal of Board Members From Office
1. The Board may declare vacant the office of a Board member if, within five (5) day’s notice of election, the Board member refuses to accept office, either in writing or by failure to attend a meeting of the Board.
2. The Board may vote to remove a Board Member from office if that Board Member has three (3) unexcused absences from Board Meetings within the year. Absences are excused by the President or his designee.
G. Replacement of Board Members
Vacancies in the Board shall be filled by a majority vote of remaining Board Members even though less than a quorum. Each person so elected shall serve until the next Annual Meeting when the Centre Members shall elect a successor.
7.4 Proxies
Members of the Centre and members of the Board of Directors may vote by proxy at either the General Membership meetings or the Board of directors meetings. Members are restricted to one proxy per person. Proxy votes can only be used to resolutions detailed in the agenda of the meeting.
SECTION 8 EXPULSION OF MEMBERS AND GUESTS
The Board shall have the authority to expel any member or guest from the Centre for reasons deemed sufficient by a two-thirds (2/3) majority of the Board. All charges preferred must be in writing and must have previously been addressed by the Conduct and Ethics Committee. Members shall be permitted to appear before the Board and offer evidence in their defense.
The Board may by special resolution revoke the membership of any member of the Centre. Withdrawal from the membership does not entitle the member to a refund or any portion thereof of the membership fee which has been paid by that member.
SECTION 9 BOOKS & RECORDS
9.1: Deposits of Funds –
The operating funds of the Centre shall be maintained in the Centre’s name at a financial institution approved by the Board. This financial institution shall be authorized to disburse funds and all cheques on the same shall be drawn and signed by any two (2) individuals holding one of the following offices: Treasurer, President or Club Manager. Reserve funds shall be invested in a separate account, approved by the Board.
Contracts, documents or instruments in writing requiring execution by the Centre must be signed by any two (2) officers, with at least one of them being the President, and all contracts, documents or instruments in writing so signed shall be binding upon the Centre without further authorization or formality
9.2: Records
The Secretary shall maintain records of the proceedings of all Board and Membership Meetings. Also maintained shall be a membership record in alphabetical order and appropriate records of Centre finances. Every Member shall have the right to examine, in person or by authorized agent at any time for reasonable purpose, the financial, membership and proceedings records of the Centre.
9.3: Fiscal Year
The fiscal year of the Centre shall commence on the 1st day of January and end on the 31st day of December each year.
9.4: Budget
Expenditures in excess of the approved annual budget, must be approved by the Board.
SECTION 10 INDEMNIFICATION
Indemnity. Without limit to the right of the Corporation to indemnify any person to the full extent permitted by law, the Corporation shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted at the Corporation's request as a Director or Officer of a body corporate of which the Corporation is or was a shareholder or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a Director or Officer, or Director or Officer of such body corporate, if
(a) he acted honestly, and in good faith with a view to the best interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
SECTION 11 DISSOLUTION
This Centre shall be dissolved and its affairs concluded by a majority vote of the Members present at a duly organized Membership Meeting. In the event of dissolution, the remaining assets of the Centre shall be distributed to a charitable trust or non-profit organization as approved by majority vote of the Members at the Dissolution meeting.
SECTION 12 AMENDMENTS
Bylaws may be amended or augmented by a majority vote of the members present at any annual general meeting, provided that:
• Notice of any proposed amendment or addition to said Bylaws be given in writing to the Secretary at least thirty (30) days prior to the annual members meeting at which the bylaw is to be considered.
• Upon receipt of any such notice the Secretary shall specifically mention said proposed amendment or addition in the notice prior to the annual members meeting at which it is to be considered and the substance of the proposed change shall be set out in the agenda or the meeting.
• Notwithstanding the foregoing, these Bylaws may be amended or augmented at any annual members meeting or special meeting of the membership without the necessity of prior notice being filed if a quorum of the members by majority vote declare the consideration of the amendment without notice be deemed proper under the circumstances.
SECTION 13 BORROWING
The Board shall not:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge debt obligations of the Corporation;
(c) except as limited by law, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and,
(b) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.
The foregoing resolution making By-law No. 1 of the Centre is confirmed without variation by all of the membership of the Centre, present at the duly called meeting held on May 1, 2005 at the Bridge Centre, pursuant to the Business Corporations Act (Ontario).
DATED as of the twenty fifth day of June 2005.
President Club Manager
Top of Page
