By-Laws
BY-LAWS OF THE NEW BRUNSWICK GYMNASTICS ASSOCIATION
Name
1 The official name of the Association shall be: THE NEW BRUNSWICK GYMNASTICS ASSOCIATION INC. (Hereinafter called the N.B.G.A.).
Membership
2(1)Membership in the N.B.G.A. is acquired for a one year period which runs from September 1st until August 31st of the following year, upon payment of the annual membership fee, which fee is set each year by the Executive Committee in consultation with the general membership.
2(2) Paid staff of the N.B.G.A. shall be ex-officio members of the N.B.G.A.
2(3)The N.B.G.A. may adopt Rules and Regulations setting out categories of Membership, including criteria for admission thereto, and prescribing fees for each category.
2(4) The duties of members are:
(a) To pay the membership dues and other assessments levied by the N.B.G.A.;
(b) To observe the provisions of the By-laws and of the Rules and Regulations of the N.B.G.A.;
(c) To abide by all resolutions and decisions adopted at a General Meeting, Executive Committee meetings and National Federation Meetings;
(d) To comply with the standards of the Code of Conduct adopted by the N.B.G.A..
2(5) The rights of members are:
(a) To attend and participate in discussions of the General Meetings;
(b) To exercise his or her judgement in accordance with the provisions of the By-laws;
(c) To participate in all N.B.G.A. activities, share in N.B.G.A. enterprises and enjoy all benefits arising out of membership in the N.B.G.A.
Head Office
3 The Head Office of the N.B.G.A. shall be any place in New Brunswick designated by the Executive Committee.
Purpose, Values, Objectives and Powers
4(1) The purpose of the N.B.G.A. is to provide leadership, systems and programs so that all participants may achieve personal growth and success.
4(2) The N.B.G.A. sees the athlete as the centre of the Association, values achievement and excellence, integrity and fairness, each member's contribution and believes that the members have the right to a fun and quality gymnastics and other related disciplines experience in a safe and healthy environment.
4(3) The objectives of the N.B.G.A. shall be and it shall have the power to:
(a) to develop, promote and organize amateur gymnastics in the Province of New Brunswick;
(b) to oversee that amateur gymnastics and other related disciplines, offers an education in physical development, grace and self-discipline; on a recreational level as well as towards the pursuit of personal excellence;
(c) to oversee that the opportunity to participate in amateur gymnastics is offered to the public at the pre-school and developmental levels;
(d) to exercise jurisdiction over gymnastics clubs, associations and societies and athletics as delegated to the N.B.G.A. by the National Federation;
(e) to promote and organize training of amateur gymnastic athletes;
(f) to grant sanctions for gymnastic activities and generally acting in matters affecting the status, rights and welfare of its members in the Province of New Brunswick;
(g) to promote training and certification courses and clinics for gymnastic coaches, judges and other officials;
(h) to render volunteering a valuable and positive experience, for the volunteers who give so much of their time to the association without whom the associations would not exist;
(i) to seek financial assistance, in order to minimize the financial burden placed on volunteers and for further attainment of the association's charitable objects;
(j) to support research into various aspects of gymnastic activities and to encourage studies therein;
(k) to publish periodicals, pamphlets and other literature and information on gymnastic and the activities of the N.B.G.A.;
(l) to liaise with other Provincial Associations in a National Federation;
(m) to establish, receive and maintain fund or funds and apply from time to time all or part thereof and/or the income therefrom for recreational, sport, cultural or other like charitable purposes;
(n) to use, apply, give, devote, accumulate or distribute from time to time all or part of the fund or funds of the association and/or the income therefrom for recreational, sport, cultural or other like charitable purposes by such means as may from time to time seem expedient to its membership;
(o) to use, apply, give, devote, accumulate or distribute from time to time all or part of the fund or funds of the association and/or the income therefrom for recreational, sport, cultural and other like charitable purposes to or for any charitable organization which in the judgement of the membership will promote the objects thereof;
(p) for further attainment of the above charitable objects;
(i) to acquire, accept, solicit or receive by purpose, lease, contract, donation, legacy, gift, grant, bequest or otherwise any real or personal property solely for these charitable objects;
(ii) to enter into and carry out arrangements, contracts and undertakings incidental thereto;
(iii) to hold, manage, sell or convert any of the real or personal property from time to time owned by the company, and to invest and re-invest any principal in such manner as may from time to time be determined;
(iv) to acquire by purchase, lease, devise, gift or other title and to hold any real property necessary for the carrying on of its undertaking for the purpose of drawing a revenue therefrom and to sell, lease, mortgage and dispose of and convey the same or any part thereof as may be considered advisable, provided that the said property shall be used solely for recreational, sport, cultural and other like charitable activities, and no part of the income derived from such real property shall be payable to or otherwise available for the personal benefit of any member of the said association;
(v) to demand, receive, sue for and recover and compel the payment of all sums of money that may become due and payable to the company, to apply the said sums for the charitable objects and purposes of the association and generally to sue and be sued;
(vi) to employ and pay such assistants, clerks, agents, representatives or employees; and to procure, equip and maintain such offices and other facilities, and to incur such reasonable expenses as may be necessary to achieve these charitable purposes;
(q) to foster favourable publicity and public relations for the N.B.G.A. and various clubs in the province served by the Association;
(r) to provide such services and information as may be expected to promote these charitable purposes;
(s) to promote the interest of the members of the N.B.G.A.;
(t) to do all such other things as are incidental or conducive to the attainment of the above charitable objects;
(u) to do all other such things as an association is empowered to do by Section 18(2) (a to j inclusive) of the Companies' Act, as long as these powers are not inconsistent with the charitable purposes of the N.B.G.A..
Finances
5(1) The activities of the N.B.G.A. shall be financed by:
(a) Membership fees and dues and other assessments;
(b) Donations, grants and bequests;
(c) Collections and voluntary contributions;
(d) Proceeds from displays, exhibitions, competitions and any other such activities;
(e) Proceeds from coverage of the N.B.G.A. activities by any of the news media;
(f) Proceeds from sponsorship by commercial, industrial and/or other organizations;
(g) Proceeds from lotteries and other revenue producing activities available to amateur sports governing bodies under the laws of the Province of New Brunswick;
(h) Proceeds from such other activities, functions, enterprises and undertakings as approved by the Executive Committee.
5(2) The activities and business of the N.B.G.A. shall be carried on in such a manner as to maintain its status as a non-profit organization. Any profits or other accretions to the N.B.G.A. shall be used exclusively in promoting its objectives.
Officers
6 The Officers of the N.B.G.A. shall be:
(a) The President;
(b) The Vice-President;
(c) The Treasurer;
(d) The Recording Secretary;
(e) The Directors At Large (2)
(f) The Immediate Past President
Duties of the Officers
7(1) The President shall be the N.B.G.A.'s official public representative and shall - call, preside and vote at all General Meetings, and Executive Committee meetings of the N.B.G.A.; - be an Ex-officio member of all Committees; - be the representative to the Canadian gymnastics Federation and the Atlantic Gymnastic Association; may be a signing officer of the N.B.G.A. in financial matters; - oversee completion of the Annual Report; - supervise administration staff; - be the signing officer or designate a signing officer for all official correspondence, documents or contracts on behalf of the N.B.G.A.; - ensure the proper functioning of and communication between all committees; - liaise with various government agencies, community and sport organizations, groups and individuals to promote gymnastics.
7(2) The Vice-President shall be responsible for: - vote at all General Meetings, and Executive Committee Meetings of the N.B.G.A.; - liaise with Technical Committees; - public relations/promotions; - acting in the absence of the President; - overseeing functions of fund raising and sponsorship.
7(3) The Treasurer shall liase with the NBGA staff, executive committee and assigned accounting firm to:
- oversee budget, expenses, take all action to ensure the NBGA remains financially stable, accounting records are kept, yearly financial reports are prepared and received by the executive.
- may be a signing officer
- vote
7(4) The Recording Secretary shall be responsible for: - vote and take minutes at all General Meetings and Executive Committee Meetings of the N.B.G.A. in the absence of the Recording Secretary the Executive Committee will designate a individual; - assuring that minutes are distributed.
7(5). The Directors At Large (2) shall:
-vote
-assist the President and Vice President in their duties
take on agreed upon tasks or projects deemed necessary by the executive
7(6) The Immediate Past-President shall act in an advisory capacity to the Executive Committee and to the Association.
7(7) Any vacancy which may occur in the Officers shall be filled by the Executive Committee for a term not to exceed the period until the next Annual General Meeting.
Executive Committee
8(1) The Executive Committee of the N.B.G.A. shall consist of:
(a) The Officers of the N.B.G.A.;
(b) The Directors At Large (2)
(c) The Executive Director of the N.B.G.A..
Powers and Duties of the Executive Committee
9(1)When the Annual General Meeting is not in session the affairs of the N.B.G.A. shall be managed by the Executive Committee.
9(2) The Executive Committee shall report to the Annual General Meeting.
9(3) Meetings of the Executive Committee shall be held as required. The date, time, place and order of business shall be established by the President and Secretary.
9(4) Four (4) members of the Executive Committee including two officers shall constitute a quorum for all meetings of the Executive Committee, provided that no more than fifty percent of the members present are not associated with the same club.
9(5) All regular motions may be passed by a simple majority of the members of the Executive Committee present at a meeting.
9(6) A special resolution must be passed by 2/3 of the members of the Executive Committee present at a meeting.
9(7) The meetings of the Executive Committee shall be chaired by the N.B.G.A.'s President.
9(8) The Executive Committee may appoint a full-time or part-time Executive-Director and may delegate to him/her such authority as may be deemed proper to manage and direct the affairs of the N.B.G.A. Any such Director shall be remunerated as determined by the Executive Committee and shall be responsible to the President.
9(9) The following matters are specifically assigned to the jurisdiction of the Executive Committee:
(a) appointment of committees, sub-committees, boards and commissions, to perform, under the supervision of the Executive Committee, specific duties, tasks and functions;
(b) the Executive Committee shall be empowered to authorize the N.B.G.A.'s Standing Committees to draw up Rules and Regulations for those Committees admission of new members and deletion of members from committee membership rolls;
(c) calling of Annual General Meetings and establishing their order of business;
(d) submission to Annual General Meeting reports on N.B.G.A.'s activities;
(e) electing or appointing the N.B.G.A.'s representatives to the National Federation and other bodies or organizations where the Association is entitled to representation;
(f) recommending deserving members and persons for awards or recognition for their outstanding contribution to gymnastics or the N.B.G.A.;
(g) establish and adopt rules of conduct for members of the N.B.G.A.;
(h) establish Rules and Regulations and specific policy and procedures for the proper operation of the N.B.G.A.;
(i) establish categories of membership including setting the criteria for admission and establishing yearly fees for admission to each category in consultation with the general membership.
General Meetings
10(1) The members of N.B.G.A. through the Annual General Meeting shall be vested with ultimate authority in the determination of the general policy of the N.B.G.A. All resolutions and policies adopted by the Executive Committee or any standing or special committee shall be subject to its approval;
10(2) The Annual General Meeting of the N.B.G.A. shall be called by the Executive Committee in September or October each year at a time and place designated by the Executive Committee;
10(3) The members present at Annual General Meeting shall:
(a) receive and consider reports of the N.B.G.A.'s officers;
(b) receive N.B.G.A.'s Annual Report;
(c) consider and ratify all acts of the N.B.G.A.;
(d) elect N.B.G.A.'s officers, Chairperson as vacancies occur;
(e) consider changes and amendments to the N.B.G.A.'s By-laws and provide their binding interpretation;
(f) remove from office any of the N.B.G.A.'s officer for neglect of their duties or violation of the N.B.G.A. By-Laws;
(g) decide to apply for membership in the National Federation or to discontinue such membership;
(h) consider any motion to dissolve the N.B.G.A. and stipulate the final disposition of the N.B.G.A.'s equity;
(i) appoint auditors to oversee the N.B.G.A.'s finances; and
(j) establish general policies and guidelines for the proper operation of the N.B.G.A..
10(4) Matters provided for in paragraphs 10(3) (e), (f), (g), and (h) above may only be considered at an Annual Meeting when specifically listed in the notice calling the meeting.
10(5) The date, time place and order of business shall be announced by the Executive Committee to all members at least fourteen (14) days prior to the date of the Annual General Meeting;
10(6) The Annual General Meeting may be attended by:
(a) all members;
(b) invited guests;
(c) the general public.
10(7) At an Annual General Meeting, all registered clubs and Executive members shall be entitled to vote as follows:
(a) Executive Committee members shall be entitled to one vote;
(b) All members present registered with any one Club shall collectively be entitled to one vote if the club is registered as a Recreational Club and to one vote if it is registered as a competitive Club to a maximum of two votes per Club.
10(8) Subject to Section 20, all motions must be passed by a majority of eligible votes cast.
10(9) Members unable to attend an Annual General Meeting may allot their vote(s) by proxy, provided authorization for such proxy is in the hands of the Secretary prior to the Annual General Meeting. Attending voting members shall be limited to one (1) club proxy each.
10(10) The Annual General Meeting shall be chaired by the N.B.G.A.'s President.
10(11) Special General Meetings of the Association may be called at any time and place that the Executive Committee may decide.
10(12) Upon written requisition of at least 20 percent of the membership of the N.B.G.A. specifying the intended purpose of the meeting, the Executive Committee shall call a Special General Meeting of the Association at the earliest practical time.
10(13) The provisions of this section apply equally to any Special General meeting of the Association.
10(14) The quorum of any session of a regular General or Special General Meeting of the Association is 15 voting members, in person or by proxy.
10(15) The Rules of order at all Association meetings shall be Roberts Rules of Order.
Terms of Office
11 Subject to the provisions of these By-laws, every appointment or election to an office or body of the Association is for a term of two annual periods (i.e., the period from the end of one Annual Meeting of the Association until the end of the Next Annual Meeting of the Association).
11(1) The following positions will be elected in a year ending in a even number: President, Vice Presiden, and Technical Chairperson.
11(2) The following positions will be elected in a year ending in a odd number: Recording Secretary, Director At Large and Treasurer
Election of Officers and other Executive Committee Members
12(1)The Nominating Committee shall consist of the President and one (1) Past-Presidents, unless such persons are unable or unwilling to serve on the Nominating Committee in which case the other member(s) of the Nominating Committee shall by consensus fill any vacancy. The Immediate Past-President shall, where possible, be the Chairperson of the Nominating Committee.
12(2)The Nominating Committee will report to the Annual General Meeting as vacancies occur setting out the names of those members in good standing nominated by the Committee for election to the following positions:
(a) President;
(b) Vice-President;
(c) Recording Secretary;
(d) Treasurer;
(e) Director At Large
The Technical Committee(s) will submit a recommendation to the Nominating Comittee for election to the following position
(f) Technical Chairperson;
12(3) Upon receiving the report of the Nominating Committee, the President shall call for nominations from the floor for any of the positions for which a nomination is made.
12(4) Any member in good standing may be nominated by another member at an Annual General Meeting to any vacant position on the Executive Committee provided that such nomination is made when the President calls for nominations from the floor for any such position and provided also that the member being nominated is present and accepts the nomination;
12(5) In the absence of any nomination from the floor, the nominee of the Nominating Committee shall be declared elected by acclamation.
Rules and Regulations of Standing Committees
13 The Rules and Regulations of the Standing Technical Committees shall be drawn up by these Committees and shall subject to ratification by the Annual General Meeting.
Termination of Membership
14(1) Membership in the N.B.G.A. may terminated for the following reasons:
(a) Non-payment of membership fees, dues and/or other assessments;
(b) Written notice of resignation from membership in the N.B.G.A..
(c) Subject to Section 15, failure to comply with Section 2(4).
14(2) At termination the members shall remain liable for payment of membership dues and assessments or other obligations incurred prior to the effective date of the termination.
14(3) A member whose membership is terminated pursuant to paragraph 14(1)(c) may not be readmitted to the N.B.G.A. except upon a majority vote at a General Meeting of the N.B.G.A. and only upon the recommendation for readmission by a special resolution of the Executive Committee.