Velo Cape Breton By-Laws
Updated and approved by the Membership at a duly called Annual General Meeting on November 5th, 2012
1. In these By-laws unless there be something in the subject or context inconsistent therewith
1. (a) "Society" means Velo Cape Breton Bicycle Association
1. (b) "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act, and
1. (c) "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. The subscribers to shall be admitted to membership in accordance to these by-laws, and none others, shall be members of the Society, and their names shall be entered in the Register of Members accordingly.
3. For the purposes of registration, the number of members of the Society is unlimited.
4. Every member of the Society shall be entitled to:
4. (a) Attend any meeting of the Society, and
4. (b) Vote at any meeting of the Society except at Executive Meetings where only duly elected Executive Members or appointed Executive Members, as per paragraph 23, may vote and may hold any office they are elected to by the membership at duly called meetings.
5. The following shall be admitted to membership in the Society:
5. (a) Any person interested in the aims and purposes of Velo Cape Breton, provided that:
5. (a) (1) The annual membership fee has been paid,
5. (a) (2) A membership form has been filled out, and
5. (a) (3) A waiver has been filed (anyone under the age of 19 has to have a parent or legal guardian sign the waiver), and
5. (b) Any organization or corporation interested in the aims and purposes of the Society, provided that:
5. (b) (1) When an organization or corporation wishes to be a member of the Society, then organization or corporation must fulfill the requirements of sub-paragraph statements 5. (a) (1) to 5. (a) (3) by designating an individual to represent said organization or corporation, and
5. (b) (2) If that designated person ceases to be with that organization or corporation then that organization or corporation can designate another person to represent that organization or corporation.
6. The name and address of any organization, corporation or individual who complies with applicable requirements of Paragraph 5 shall be entered in the Register of Members, and this shall constitute an admission to membership in the Society.
7. Membership in the Society shall cease:
7. (a) upon the death of a member, or
7. (b) when a member resigns membership by notice in writing to the Society, or
7. (c) when a member ceases to qualify for membership in accordance with these by-laws, or
7. (d) when a member ceases to pay the annual membership fee.
8. Except as proven in Paragraph 5. (b) (2), membership in the Society shall not be transferable.
9. The fiscal year of the Society shall be the period from Oct. 1 in any year to Sept. 30 in the year next following.
10. With regards to meetings
10. (a) (1) Meetings of the Executive shall be held as often as the business of the Society may require and shall be called by the Secretary, and
10. (a) (2) The executive shall meet at least four (4) times between Annual General Meetings, and
10. (a) (3) A meeting of the Executive may be held at the close of every ordinary or annual general meeting of the Society without notice.
10. (a) (4) Notice of all Executive Meetings, specifying the time and place thereof, shall be given either orally or in writing to each member of the Executive within a reasonable time before the meeting is to take place, but non-receipt of such notice by any Executive member shall not invalidate the proceedings at any meeting of the Executive.
10. (b) The Annual General Meeting shall be held yearly in the month of November, at a location and date to be designated by the Executive, and
10. (c) An extraordinary general meeting of the Society may be called by the President or by the Executive at any time, and shall be called by the Executive if requisitioned in writing by at least twenty-five percent (25%) in number of the members of the Society, and
10. (d) An extraordinary general meeting of the Society for the purpose of REVOCATION OF MEMBERSHIP may be called by the President or by the Executive at any time, and shall be called by the Executive if requisitioned in writing by at least twenty-five percent (25%), or six members, whichever is less in number of the members of the Society.
11. Fourteen (14) days' notice of a meeting, specifying the place, day and hour of any meeting and, in the case of special business, the nature of such business, shall be given to the members.
11. (a) Notice shall be sent via email at the member's last known email address as a first alternative or via surface mail at the member's last known surface mail address as a second alternative, and
11. (b)Any notice shall be deemed to have been given at the time when the letter containing the same would be delivered in the ordinary course of post and in proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office, and
11. (c) Any suggested changes or amendments to the By-laws of the Society must be delivered to the membership in accordance with Paragraph 11. (a), and
11. (d) The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
12. At each ordinary or annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:
12. (a) Minutes of preceding general meeting, and
12. (b) Consideration of the annual report of the Executive, and
12. (c) Consideration of the financial statements, including balance sheet and operating
statement and the report of the auditors thereon, and
12. (d) Election of Executive for the ensuing year, and
12. (e) Setting of fees, and
12. (f) Appointment of auditors, and
12. (g) All other business transacted at an ordinary or annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.
13. (a) No business shall be transacted at any Annual General Meeting or Extraordinary Special Meeting of the Society unless a quorum of members is present at the commencement of such business,
13. (b) A quorum for Annual General Meetings and Extraordinary Special Meeting shall consist of ten (10) members, or ten percent (10% ) of club membership, whichever is less.
14. If within one-half hour from the time appointed for a meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
15. The President or, in the absence of the President the Vice-President or, in the absence of both of
them, any member appointed from among those present, shall preside as Chair at meetings of the Society.
16. The Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes, the Chair shall have a deciding vote.
17. The Chair shall have one vote and only one vote in cases of elections.
18. The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
19. At any general meeting, unless a poll is demanded by at least three (3) members, a declaration by the Chair that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.
20. If a poll is demanded in the manner aforesaid, the same shall be taken in such manner as the Chair may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.
VOTE OF MEMBERS
21. Every member shall have one vote and no more.
22. There shall be no voting by proxy.
23. (a) The management of the activities of the Society shall be vested in an Executive who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting, and
23. (b) The executive positions are:
23. (b) (1) President,
23. (b) (2) Vice President,
23. (b) (3) Secretary.
23. (b) (4) Treasurer,
23. (b) (5) Rides Captain,
23. (b) (6) Membership Registrar, and
23. (b) (7) Members-at-large, and
23. (c) (1) The terms of the President, the Vice President, the Secretary, the Treasurer and the Membership Registrar shall be two consecutive years, and
23. (c) (2) Neither the President, the Vice President, the Secretary, the Treasurer nor the Membership Registrar shall serve more than two (2) consecutive terms, and
23. (c) (3) No member shall serve more than eight (8) consecutive years and must have a leave of one (1) year or more before re offering after the eight( 8) consecutive years.
23. (d) The persons elected to the positions of the President, the Treasurer and the Membership Chair shall be elected at the AGM on odd numbered years, and
23. (e) The persons elected to the positions of the Vice President and the Secretary shall be elected at the AGM on even years, and
23. (f) The persons elected to the position of the Rides Captain and the Members-at-large shall be elected annually at the AGM.
23. (g) Directors and officers shall serve without remuneration and shall not receive any profit from their positions. However, a director or officer may be paid reasonable expenses incurred in the performance of his/her duties.
24. The President shall have general supervision of the activities of the Society.
25. The Vice-President shall:
25. (a) Perform the duties of the President during the absence, illness or incapacity of the President, or during such period as the President may request, and
25. (b) Any reasonable duties required by and approved through by the Executive.
26. The Rides Captain shall:
26. (a) The Rides Captain shall determine a ride itinerary for the upcoming year from input of the membership, the Vice President and the Member at Large, and
26. (b) Any reasonable duties required by and approved through by the Executive.
27. The Membership Registrar shall:
27. (a) Maintain an accurate account as determined by the executive, of paid members that shall include their full name, place of domicile, age and other matters as the executive may agree upon, and
27. (b) Perform any reasonable duties required by and approved by the Executive.
28. The Member-at-large shall:
28. (a) Attend Executive meetings of the Society for the purpose of keeping the membership informed of important matters,
28. (b) Help direct the Executive on matters pertaining to advocacy, and
28. (d) Perform any reasonable duties required by and approved by the Executive.
29. The Secretary of the Society shall prepare and keep minutes of the meetings of members and the Executive and shall perform such other duties as may be assigned by the Executive. Custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Executive shall be the responsibility of the Secretary.
30. The Treasurer of the Society shall keep a record of money received and spent, and shall perform such other duties as may be assigned by the Executive.
31. The Executive may appoint a temporary substitute for the Secretary, who shall, for the purpose of these by-laws, be deemed to be Secretary.
32. At every annual general meeting, all required members of the Executive as per Paragraph 23. (d), Paragraph 23. (e) and Paragraph 23. (f) shall retire from office but shall hold office until the dissolution of the meeting at which their successors were elected. Retiring members of the Executive shall be eligible for re-election.
33. (a) In the event that a member of the Executive resigns from the Executive or ceases to be a member in the Society, whereupon that Executive position shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Executive from among the members of the Society and must be reaffirmed at the next scheduled Annual General Meeting when the filled vacancy is greater than one half of the term, and
33. (b) The newly appointed Executive member shall have all voting privileges of the leaving Executive Member.
34. The Society may, by Special Resolution, remove any member of the executive before the expiration of the period of office and appoint another person to the position so made vacant. The person so appointed shall hold office during such time only as the removed Executive member would have held office if not so removed.
35. No business shall be transacted at any meeting of the Executive unless at least one-third in number of the members are present at the commencement of such business.
36. The President or, in the absence of the President the Vice-President or, in the absence of both of them, any member of the executive appointed from among those members present shall preside as Chair at meetings of the Executive.
37. Each member of the Executive shall have one vote and one vote only except in the case of the Chair, who in the event of an equality of votes shall have in addition a second, deciding, vote.
AUDIT OF ACCOUNTS
38. The auditor of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on the failure of the members to appoint an auditor, the Executive shall do so.
39. The Executive shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account. The auditor shall make a written report to the members upon the balance sheet and operating account and, in every such report, shall give an opinion as to whether the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly drawn up as to exhibit a true and correct view of the Society's affairs, and such report shall be read at the annual meeting. A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar of Joint Stock Companies within fourteen days after the annual meeting in each year, as required by law.
REPEAL AND AMENDMENT OF BY-LAWS
40. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.
41. The Society shall file with the Registrar of Joint Stock Companies with its Annual Statement a list of its Executive with their addresses, occupations and dates of appointment or election, and within fourteen (14) days of a change of Executive, notify the Registrar of the change.
42. The Society shall file with the Registrar of Joint Stock Companies, a copy in duplicate of every special resolution within fourteen (14) days after the resolution is passed.
43. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Executive.
43. The 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.
45. 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 Executive.
46. The borrowing powers of the Society may be exercised by special resolution of the members.
47. Designated event leaders may bar participation in any event of the Society for good and sufficient reason.
48. Anyone under the age of 14 must be accompanied by an adult when participating in any club event.