Sport Kawartha

Feb, 1, 2011

Sport Kawartha

Mission: Our mission is to be the central resource for sports with a mandate to value, improve, recognize and promote sport participation in the region.

The Goals of Sport Kawartha are to:

Provide leadership and a voice for collective sports and recreation initiatives.Provide opportunities for improved communication, networking, mentoring and leadership development in the sport and recreation community.Promote the availability and benefits of sport and recreation in Peterborough.Utilize sport as a means of economic and community development.Celebrate sport achievements and the value of volunteers.

SPORT KAWARTHA BYLAWS

Article 1- Name

1.01 These bylaws relate to the general conduct of the affairs of Sport Kawartha, a corporation incorporated under the Corporation Act (Ontario) and hereafter referred to as the "Sport Kawartha" in these Bylaws.

Article 2 – Head Office

2.01 The head office of Sport Kawartha will be situated in the Kawartha region in the province of Ontario.

Article 3 – Fiscal Year

3.01 The fiscal year-end of Sport Kawartha will be December 31

Article 4 – Membership

4.01 All members shall uphold, observe and conform to the Bylaws of Sport Kawartha and such regulations as set forth from time to time by the Board of Directors.

4.02 All members shall be a resident or member of a sport/recreation group based in the Kawartha Region or a Business owner or worker in the Kawatha Region.

4.03 Types: Individual membership

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  • Sport Group membership
  • Associate membership

4.04 Memberships are non-transferable.

4.05 Membership shall commence the first day of the fiscal year or when fees are received and Terminate on the last day of the fiscal year.

4.06 Fees:

a) All membership fees for the subsequent operating year shall be recommended by the Board of Directors and decided at each AGM.

b) Membership fees are non-refundable.

Article 5 – Meetings of Members

5.01 Meetings of members will include the Annual General Meeting and three (3) quarterly General Meetings

5.02 The Annual General Meeting will be held each year within 6 months from the end of the fiscal year.

5.03 Each member will be provided written notice, 30 days in advance, stating the date, time, location and order of business of the Annual General Meeting.

5.04 A General Meeting may be called by the Chair of Sport Kawartha. Each member will be given notice, 14 days in advance, stating the date, time, location and order of business of the General Meeting. The meeting will only transact business as stated in the notice for the meeting, unless there is unanimous consent of the voting members present to conduct other business.

5.05 A General Meeting may also be called by the Board of Directors upon receiving a written requisition signed by those Members representing 25 percent of the Member votes. The meeting must be held within 30 days of receiving such requisition and will only transact business as stated in the notice of the meeting.

5.06 To vote on any business of Sport Kawartha, members must have on file with the Board a completed and approved membership information form and must have paid in full for the current membership year 30 days prior to such vote.

5.07 Each member in the Individual category will have one vote. Each organization in the Associate category will have one vote. Each Sport Group will be assigned one vote per 25 members up to a limit of 5 votes per Sport group. In the Sport group category, a representative for each vote must be present. For all categories of members, no proxies will be permitted.

5.08 A Member representing a Group may designate an alternative representative to attend and vote at Meetings of Members. Alternate representatives must be members-in-good-standing of a Group affiliated with Sport Kawartha. Notice identifying the alternate representative must be in writing, must state the specific meeting and business for which the alternate representative is attending, and must be provided to the Chair of the Meeting 7 days in advance of the meeting.

5.09 Individual Members may not designate an alternate representative.

5.10 Members present will constitute a quorum and except for changes to the Constitution that a simple majority will carry any motions.

5.11 A meeting of Members may be adjourned from time to time and from place to place, but no business will be transacted at an adjourned meeting other than the business left unfinished at the original meeting.

5.12 Meetings of Members will be conducted according to Robert's Rules .

5.13 Unless specified otherwise, resolutions at meetings of Members will be decided by a majority vote, where there is a tie vote the chair will cast a vote to break the tie. Voting will be by a show of hands unless a majority of Members approve a secret ballot.

Article 6 – Board of Directors

6.01 Composition of the Board

a) The business of Sport Kawartha will be conducted by a Board of Directors comprised of following members:

i) Between seven and thirteen members will be elected as Directors- at Large by the Members; and

ii) The Past Chair of the Sport Kawartha, who is a voting Director and a member of the board.

b) Where the position of an elected Director becomes vacant for whatever reason, the Board may appoint a qualified individual to fill the vacancy until such time as a Director is elected in accordance with these Bylaws.

c) A Director may resign from the Board at any time by presenting a notice of resignation to the Sport Kawartha. This resignation will become effective on the date the Board approves the request.

6.02 Election

a) To be eligible for nomination for election as a Director, an individual must be 18 years of age or older, a resident of Ontario, a Member in good standing of Sport Kawartha, and must have the power under law to contract.

b) The election of Directors will take place at the Annual General Meeting by those Members present and eligible to vote. Assuming no acclamations the election will be done by secret ballot.

6.03 Powers of the Board

a) Except as otherwise provided in the Act or these Bylaws, the Board has the powers of Sport Kawartha and may delegate any of its powers, duties and functions to committees.

b) The Board may make policies and procedures for managing the affairs of Sport Kawartha in accordance with the Act and these Bylaws.

c) The Board may make policies and procedures relating to the management of disputes within Sport Kawartha and all disputes will be dealt with in accordance with such policies and procedures.

d) The Board may employ or engage under contract such individuals as it deems necessary to carry out the work of the Sport Kawartha.

6.04 Length of Terms

a) By the end of the second year of the organizations a policy on term limits will be set. No elected Director may serve more than three terms.

b) The Past Chair will serve as a voting Director.

6.05 Meetings of the Board

a) The Board of Directors will meet no less than four times per year.

b) The meetings of the Board will be at the call of the Chair or any three Directors.

c) Written notice of Board Meetings will be given to all Directors at least seven (7) days prior to the Meeting.

d) At Meetings of the Board of Directors, each Director will have one vote.
Unless specified otherwise, resolutions at Meetings of Directors will be decided by a majority vote, where there is a tie vote the chair will cast a vote to break the tie.

e) Quorum for a meeting of Directors is those Directors present in person who represent a majority of Directors.

f) A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology as determined by the Chair and accepted by a majority of Directors.

g) Meetings of the Board will be open to the public unless decided otherwise by a resolution of the Board.

Article 7 - Officers

7.01 The Officers of Sport Kawartha are the Chair, the Vice-Chair, the Secretary, Treasurer, and the Chief Staff Officer in the event one is appointed by the Board. Officers are appointed by the Board at the Board's first meeting following the Annual General Meeting. Only elected Directors, and the Chief Staff Officer duly appointed by the Board are eligible to serve as Officers.

7.02 The duties of the Officers are as follows:

a) The Chair will be responsible for the general supervision of the affairs and operations of the Sport Kawartha, will preside at the Annual and Special General Meetings of Sport Kawartha and at the meetings of the Board, and will perform such other duties as may from time to time be established by the Board;

b) The Vice-Chair will support and assist the Chair in all duties and exercise the powers of the Chair in the absence or disability of the Chair, and will perform such other duties as may from time to time be established by the Board;

c) The Treasurer will cause to be kept proper accounting records as required by the Act, shall supervise the deposit, management and disbursement of the funds of the Sport Kawartha, when required will provide the Board with an account of financial transactions and the financial position of the Sport Kawartha, The Secretary will be responsible for the documentation of all amendments to the Sport Kawartha's Bylaws, will ensure that all official documents and records of Sport Kawartha are properly kept, and will perform such other duties as may from time to time be established by the Board. The Board may decide to combine these duties into one position entitled Secretary-Treasurer.

d) The Chief Staff Officer will support and assist Sport Kawartha and the Board and will perform all duties as may from time to time be established by the Board.

7.03 Where the position of an Officer becomes vacant for whatever reason, the Board may appoint a qualified Director to fill the vacancy for the remainder of the Officer's term.

Article 8 – Committees

8.01 Executive Committee

The Executive Committee will consist of the Officers of Sport Kawartha. The Executive Committee will have responsibility to oversee the implementation of Board policies during intervals between meetings of Directors, to deal with urgent matters arising between meetings of Directors, and to perform such other duties as may from time to time be prescribed by the Directors.

8.02 Nominating Committee

a) The Nominating Committee will be appointed by the Board.

b) The Nominating Committee will be responsible to solicit nominations for election to the Board of Directors, and will be responsible to circulate valid nominations to all voting members 30 days prior to the Annual General Meeting. There will be no nominations from the floor of the Annual General Meeting

8.03 Other Committees

The Board may appoint such other committees as it deems necessary for managing the affairs of Sport Kawartha and may appoint members of committees, may prescribe the duties of Committees and may delegate to any committee any of its powers, duties, and functions except where prohibited by the Act or these Bylaws.

8.04 Procedures for all Committees

a) The Board will provide written terms of reference for all committees.

b) The Board will appoint the Chair of each committee.

c) A quorum for any committee will be the majority of its members.

d) When a vacancy occurs on any committee, the Board may appoint an individual to fill the vacancy for the remainder of the committee's term, provided this individual satisfies all qualifications for the membership of the committee as specified in these bylaws or the Sport Kawartha's policies and procedures.

f) The Board may remove any member it has appointed to any committee.

Article 9 – Audit and Annual Reports

9.01 Appointment of Auditors will be approved by the membership at the Annual General Meeting.

9.02 The Officers will present to the membership at each Annual General Meeting a written report of their activities in the previous fiscal year.

9.03 The Treasurer will present the financial statements of Sport Kawartha to the membership at the Annual General Meeting.

Article 10 – Borrowing Powers

The Board of Directors may from time to time borrow money on credit of Sport Kawartha.

Article 11 – Financial Policies

11.01 The banking business of Sport Kawartha, or any part thereof, will be transacted with such banks, trust companies or other financial institutions as the Board may designate, appoint or authorize from time to time.

11.02 The Board may make policies to designate who shall have signing authority, and in what amounts, for all financial transactions, contracts and documents conducted in the name of the Sport Kawartha.

Article 12 – Indemnification

12.01 Sport Kawartha will indemnify and hold harmless out of its funds each Director and Officer from and against any and all claims, demands, actions, or costs that may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer.

12.02 Sport Kawartha will not indemnify a Director or Officer or any other individual for acts of fraud, dishonesty, or bad faith.

12.03 Sport Kawartha will purchase and maintain insurance for the benefit of its Directors and Officers.

12.04 Legitimate expenses incurred by a director of the board and approved will be accepted.

Article 13 – Conflict of Interest

A Director, Officer, or member of a committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with Sport Kawartha will disclose fully and promptly the nature and extent of such interest to the Board or committee, as the case may be; will refrain from voting or speaking in debate on such contract or transaction; will refrain from influencing the decision on such contract or transaction; and will otherwise comply with the requirements of the Act regarding conflict of interest.

Article 14 – Notice

14.01 In these Bylaws, written notice will mean notice that is hand-delivered, faxed, e-mailed, or provided by mail or courier to the address of record of Sport Kawartha, the Director or the Member, as the case may be.

14.02 Date of notice will be the date on which receipt of the notice is confirmed where the notice is hand-delivered, electronically where the notice is faxed or e-mailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five days after the date the mail is post-marked.

14.03 The accidental omission to give notice of a Meeting of the Directors or Members, the failure of any Director or Member to receive notice, or an error in any notice that does not affect its substance will not invalidate any action taken at the Meeting.

Article 15 – Amendments

The Bylaws of Sport Kawartha may be amended, revised, repealed, or added to only by a majority resolution of the Board of Directors and affirmed by a two-thirds vote of the Members present in person at an Annual or General Meeting duly called for the purpose of amending, revising, repealing or adding to the Bylaws. Notice of the Meeting of Members where such amendments are to be made must include details of the proposed resolution to change the Bylaws.

Article 16 – Dissolution

Upon the dissolution of Sport Kawartha and after the payment or making provisions for the payment of all debts or liabilities, a majority resolution of the Directors members will dispose of the remaining assets and property to an organization or organizations whose objects closely coincide with those of the Sport Kawartha.

Article 17 – Interpretation

Except as provided in the Act, the Board will have the authority to interpret any provision of these Bylaws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the Act and the objects of the Corporation.

Policies And Procedures:

Item 1 Membership Criteria:

1.1) INDIVIDUAL

Open to any resident of the Kawartha region who is 18 years of age and older with significant interest in the development of sport in the Kawartha region.

SPORT GROUP

Open to any group with a significant interest in the development of sport in the Kawartha region whose principle mandate must be the direct delivery of sport programs or opportunities, primarily for Kawartha region residents. A group must be a registered not-for-profit organization (or eligible for this status) which principally operates within the Kawartha region and which has its primary and permanent mailing address located within the Kawartha region, and has an identifiable organizational structure and verifiable paid membership.

ASSOCIATE

Open to any corporation, organization or business with significant interest in the development of sport in the Kawartha region that does not meet the criteria for Group membership.  

• Membership Costs
• Individual $15
• Sport Group $100
• Associate $150

1.2) Honorary members shall:

a) Be elected at the AGM from membership nominations

b) Be exempt from membership fees

c) Be entitled to:

           . Attend the AGM

           . Vote at the AGM

           . Hold any office of Sport Kawartha

d) Be entitled to one vote

e) Have their term of membership determined by the Board of Directors.

Item 2 Termination of Membership:

2.1) Any membership terminates if the member ceases to meet the eligibility requirements of Membership Criteria as set out in Article 4.

2.2) Any member who resigns shall submit their resignation in writing to the Secretary. The Secretary shall submit the resignation to the Board of Directors at the next meeting, and it shall be effective as of the date of writing.

Item 3 Suspension and Expulsion

The Board of Directors shall have full authority to manage all internal processes affecting the members. The Board shall have the power to reprimand, suspend or expel from membership any member who has been found to be in breach of the bylaws or any other policies adopted by Sport Kawartha from time to time, after providing the member with a full and procedurally fair opportunity to respond to any complaint, including the right to appeal.

Item 4 Appeals

The Board of Directors shall delegate to an individual or committee, the authority to determine if Appeals brought by members are properly within Sport Kawartha's mandate and, if so, may delegate to that individual or committee, the authority to appoint Appeals Panel. Decisions by the Appeals Panel are final.