1. The Halifax Curling Club was incorporated by Act of the Nova Scotia Legislature (S.N.S. 1910, c. 144).
2. In these by-laws unless, there is something in the subject or context inconsistent therewith, "Club" means the Halifax Curling Club.
OBJECTS
3. The objects of the Club are as follows:
(a) To facilitate participation, by the members and the general public, in the sport of curling ;
(b) To promote the sport of curling; and,
(c) To provide a collegial atmosphere for members to collectively pursue the objects of the Club
CLUB PREMISES
4. The physical premises of the Club are, and shall be, situate at 948 South Bland Street, Halifax, Nova Scotia.
5. The physical premises of the Club may be relocated, from time to time, as recommended by the Board of Directors and approved by the membership.
6. A relocation of the physical premises of the Club can only occur where:
(a) Relocation is first recommended by the Board of Directors after receiving
approval of three quarters of the directors at a duly called and constituted
meeting of the Board of Directors; and,
(b) The recommendation of the Board of Directors is approved by at least three
quarters of the membership present at a duly called and constituted meeting
of the membership.
7. The Club shall continue to exist in the absence of any physical premises owned by the Club.
MEMBERSHIP
8. The number of members of the Club is unlimited.
9. Every member of the Club shall be entitled to attend any meeting of the Club.
10. Every member, who qualifies under section 13 below, may vote at any meeting of the
Club and may hold any office of the Club.
11. There can be no voting by proxy at any Club meeting.
12. Membership in the Club shall not be transferable.
13. Voting Membership in the Club shall be granted when:
(a) The applicant is at least eighteen (18) years of age;
(b) The applicant has completed a written application in a form approved by the
Board of Directors;
(c) The applicant has paid the applicable annual membership fee as set by the
Board of Directors; and,
(d) The applicant is approved as a member by the Board of Directors.
14. The Club may allow membership in the following categories, on such terms as these By-Laws allow, and the Board of Directors approve:
(a) Junior;
(b) Honourary;
(c) Life; and,
(d) Social Members;
provided that these categories of Members shall have no voting rights.
15. The entry in or removal from the Register of Members by the Secretary of the name and address (postal, electronic or both) of any individual shall constitute an admission to or termination of membership in the Club.
16. Membership in the Club shall cease upon the death of a member, or if, by notice in writing to the Club, the member resigns his/her membership, or if the Board of Directors determines that a member ceases to qualify for membership in accordance
with these by-laws.
17. The category of Life Membership is limited to those Members who have 25 years of continuous Membership in the Club. There shall be no fee for Life Membership, but any Life Member who wishes to have curling privileges must pay the dues normally
applicable for such privileges.
18. The fees associated with membership shall be set by the Board of Directors.
19. In the event that the Club has no physical premises upon the commencement of a Fiscal Year, membership in the Club shall remain available, subject to the normal criteria. In such a situation, the fee for membership shall be at a level set by the Board
of Directors in a duly called and constituted meeting of the Board of Directors.
FISCAL YEAR
20. The fiscal year of the Club shall be the period from May 1 to April 30.
GENERAL MEETINGS OF THE MEMBERSHIP
21. (a)The annual general meeting of the Club shall be held within two months after the end of each fiscal year of the Club.
(b) A special general meeting of the Club may be called by the President or by the directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per cent (25%) of the members of the Club.
(c) The semi-annual general meeting of the Club shall be held between not soonerthan ninety (90) days after the most recent annual general meeting, and not later than ninety (90) days prior to the end of the current fiscal year.
22. Ten (10) days' notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members.
23. Notice shall be given by email, by posting on the Club's website, and by posting at the physical premises of the Club, if any. Any member who wishes to be notified of meetings by regular post must make such request, in writing, to the Secretary of the Club. Any notice shall be deemed to have been given by electronic means when transmission has been confirmed, and by post when posted. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
24. At each annual general meeting of the Club, the following items of business shall be dealt with and shall be deemed to be ordinary business:
Minutes of preceding general meeting;
Consideration of the annual report of the directors;
Consideration of the financial statements, including balance sheet and
operating statement;
Election of directors for the ensuing year;
Election of officers.
25. No business shall be transacted at any meeting of the Club unless a quorum of members is present at the commencement of such business, and such quorum shall consist of fifteen members.
26. If within one-half hour from the time appointed for the 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 such members as may be present at such adjourned meeting shall constitute a quorum.
27. (a) The President of the Club shall serve as chair at every general meeting;
(b) If there is no President, or if at any meeting he/she is not present, then a Vice President shall serve as chair;
(c) If there is no President, or Vice President, or if at any meeting the President, and a Vice President is not present, then those Officers or Directors of the Club which are present shall chose one of their number to serve as chair;
(d) If there is no Officer or Director of the Club present, then those Voting Members present shall choose some one of their number to be chair the meeting.
28. The chair is not entitled to vote as a member. In the case of an equality of votes, he/she shall have a casting vote.
29. 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.
30. At any meeting, unless a poll is demanded by at least four members prior to or at the time of a declaration by the chair that a resolution has been carried, such declaration by the chair and an entry to that effect in the book of proceedings of the Club 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.
31. If a poll is demanded in manner aforesaid, the same shall be held in such manner as the chair may prescribe and the result of such poll shall be deemed to be the resolution of the Club in general meeting.
VOTES OF MEMBERS
32. Every member shall have one vote and no more, except for the chair of the meeting as noted herein.
DIRECTORS AND OFFICERS
33. Unless otherwise determined by general meeting, the number of directors shall not be less than five or more than twelve.
34. Only members of the Club shall be eligible to be elected a director of the Club.
35. Prior to each annual general meeting of the Club, a Nomination Committee shall be struck, comprising of the current President of the Club, the current Past-President of the Club, and a representative appointed from those members of the Club known as
the "Day Ladies". The Nomination Committee shall endeavour to find at least one willing candidate to seek election for each anticipated vacancy on the Board of
Directors for the coming fiscal year.
36. Directors shall be elected by members at the annual general meeting of the Club. Each director shall be elected for a one year term.
37. Each director, once elected, may at their own discretion re-offer as a candidate for their position at the Annual General Meeting.
38. Directors may be elected, at the discretion of the existing Board of Directors, to serve in a specific portfolio, or to serve "at large".
39. At the every annual general meeting of the Club, the directors whose terms are expiring shall hold office until the dissolution of the meeting at which their successors are elected. Retiring directors shall be eligible for re-election.
40. In the event that a director resigns his/her office or ceases to be a member in the Club, whereupon his office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term of that director by the
Board of Directors from among the members of the Club.
41. The Club may, by special resolution approved by three quarters of the membership at a general or special meeting, remove any director before the expiration of the period of office and appoint another person in his/her stead. The person so appointed shall
hold office during such time only as the director in whose place he/she is appointed would have held office if he/she had not been removed.
42. Meetings of the Board of Directors shall be held as often as the business of the Club may require and shall be called by the Secretary. A meeting of directors may be held at the close of every annual general meeting of the Club without notice. Notice of all
other meetings, specifying the time and place thereof, shall be given in writing, by facsimile, electronic means or post, to each director not less than 48 hours before the meeting is to take place. Any notice shall be deemed to have been given by facsimile
or electronic means when transmission has been confirmed, and by post, when posted.
43. No business shall be transacted at any meeting of the Board of Directors unless at least one-half in number of the directors are present at the commencement of such business.
44. The President, or, in his/her absence, a Vice President, or, in the absence of all four of them, any director appointed from among those directors present, shall serve as chair at meetings of the Board.
45. All directors, except for the chair are entitled to vote at meetings of the Board of Directors. In the case of equality of votes, the chair shall have a casting vote.
46. Five of the directors of the Club shall be officers who are specifically elected to their position. The officers of the Club shall be a President, Vice President – Facilities, Vice President – Finance, Vice President – Products, and a Secretary.
47. The President shall have general supervision of the activities of the Club and shall perform such duties as maybe assigned to him by the Board of Directors from time to time. Any employees of the Club are to be supervised by the President, or by such a
person or persons as the President may designate for such purpose.
48. A Vice President shall perform the duties of the President during the absence, illness or incapacity of the President, or during such period as the President may request him/her to do so.
49. The Secretary shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him/her by the Board of Directors.
50. The seal of the Club shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
51. Preparation of records, the register of members and minutes of all the meetings of the Club and of the Board of Directors shall be the responsibility of the Secretary.
52. The Vice President - Finance shall keep the financial books and records of the Club and shall perform such other duties as may be assigned to him/her by the Board of Directors.
53. 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
(a) upon nomination, and
(b) if serving as a director, when the possibility of a conflict is realized.
54. 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.
55. Directors and offices 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.
POWERS OF DIRECTORS
56. The management of the activities of the Club shall be vested in the directors 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 Club and are not hereby or by statute expressly directed or required to be exercised or done by the Club in general meeting.
57. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Club by the President, Vice President – Facilities, Vice President – Finance, Vice President - Products, or the Secretary, or otherwise as
prescribed by resolution of the Board of Directors.
AUDIT OF ACCOUNTS
58. An auditor or accountant of the Club may be appointed annually by the directors.
59. The Club shall make a written report to the members as to the financial position of the Club and the report shall contain a balance sheet and operating account. 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, signed by the auditor, or, if no auditor, by two directors, shall be presented at the annual general meeting of the membership.
SPECIAL RESOLUTION
60. The Club has power, by a resolution passed by majority vote of the members present in a general meeting:
(a) to repeal or amend any of these by-laws; and,
(b) to borrow money in excess of $20,000.
MISCELLANEOUS
61. The books and records of the Club 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 Club.
