By-Laws

 
P. O. Box 274, Dartmouth, Nova Scotia, B2Y 4B8
BY-LAWS

ARTICLE I: GENERAL

1.1    Purpose – These Bylaws relate to the general conduct of the affairs of the Dartmouth Crusaders Swim Club (DCSC), incorporated under the Nova Scotia Societies Act. 

1.2    Definitions - The following terms have these meanings in these Bylaws:

a) Act – the Nova Scotia Societies Act, as amended from time to time and any legislation that may be substituted therefore.
b) Association – Dartmouth Crusaders Swim Club (DCSC)
c) Board – the Board of Directors of the Association.
d) Committee – an ad-hoc group appointed by the Board for a specific function
e) Director – an individual elected or appointed to serve on the Board pursuant to these Bylaws.
f) Officer – an individual elected or appointed to serve as an Officer of the Association pursuant to these Bylaws. g) Ordinary Resolution – a resolution passed by not less than a majority of the votes cast at a meeting of the Board, meeting of a Committee, meeting of the Executive or a meeting of Members.
h) SNS – Swim Nova Scotia
i) Special Resolution – a resolution passed by no less than three-fourths of the votes cast at a meeting of meeting of Members and filed with the Registry of Joint Stock Companies appointed under the Companies Act of Nova Scotia within fourteen (14) days after the resolution is passed authenticated by a director, secretary or other authorized officer of the Association. 

1.3    No Gain for Members – The Association will be carried on without the purpose of gain for its Members and any profits or other accretions to the Association will be used in promoting its objectives. 

1.4    Conduct of Meetings – Unless otherwise specified in the Act or these Bylaws, meetings of Members and meetings of the Board will be conducted according to Roberts Rules of Order (current edition). 

1.5    Interpretation – Word importing the singular will include the plural and vice versa, words importing the masculine will include the feminine and vice versa, and words importing persons will include bodies corporate. 

ARTICLE II: MEMBERSHIP

2.1 Categories of Membership – The Association has the following categories of membership: 

a) Swimmer Member - any individual, who is a registered year-round swimmer and has applied for membership, has agreed to abide by the Association’s bylaws, policies, rules and regulations and is registered with the Association.
b) Parent Member – any individual, who is a parent or guardian of a Swimmer Member under eighteen (18) years of age that has applied for membership, has agreed to abide by the Association’s bylaws, policies, rules and regulations and is registered with the Association. 
c) Member-at-Large – Any individual who is interested in the affairs of the Association, has applied for membership, has agreed to abide by the Association’s bylaws, policies, rules and regulations and is registered with the Association in accordance with Section 2.2
d) Honorary Member - any individual approved by two-thirds vote of the Board of Directors who has contributed greatly to the sport of swimming in Nova Scotia, and to the affairs of the Association. 

2.12 Admission of Members - No individual will be admitted as a Member of the Association unless: 

a) The candidate member has made an application for membership in a manner prescribed by the Association;
b) The candidate member has agreed to comply with these bylaws and the policies and procedures of the Association.
c) The Candidate member is and has always been a member in good standing, unless by approval of the Board of Directors.
 d) If the candidate member was at any time previously a Member, the candidate member was a Member in good standing at the time of ceasing to be a Member; 
e) The candidate member has paid dues as prescribed by the Board.
f) The candidate member has been approved by majority vote as a member by the Board or by any committee or individual delegated this authority by the Board. 

2.13 Membership Duration and Dues 

a) Unless otherwise determined by the Board, the membership year of the Association will be September 1st – August 31st,
b) Membership is accorded on an annual basis as determined by the Board of Directors, and all Members, excluding Honorary Members, will re-apply for membership each year.
c) Membership dues for all categories of Membership will be determined annually by the Board of Directors. 

2.14 Withdrawal and Termination of Membership 

a) Resignation – A Member may resign by delivering written notice of such resignation to the Secretary, which resignation will take effect upon delivery.
b) May Not Resign – A Member may not resign from the Association when the Member is subject to disciplinary investigation or action of the Association. 
c) Arrears – A Member will be expelled from the Association for failing to pay membership dues or money owed to the Association by the deadline dates prescribed by the Association or otherwise fails to comply with all other registration policies of the Association by way of ordinary resolution of the Board of Directors.
d) Discipline – In addition to expulsion for failure to pay membership dues, a Member may be suspended or expelled from the Association in accordance with the Association’s policies and procedures relating to discipline of Members. 

2.15 Good Standing 
A Member of the Association will be in good standing provided that the Member: 

a) Has not ceased to be a Member;
b) Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
c) Has completed and remitted all documents as required by the Association;
d) Has complied with the Constitution, Bylaws, policies, rules and regulations of the Association;
e) Is not subject to a disciplinary investigation or action by the Association, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
f) Has paid all required membership dues. 

2.16 Cease to be in Good Standing 
Members who cease to be in good standing, as determined by the Board of Directors, Discipline or Appeal Panels, will not be entitled to vote at meetings of Members and, where the Member is a Director, at meetings of Directors, or be entitled to the benefits and privileges of membership until such time as the Board is satisfied that the Member has met the definition of good standing as set out above. 

ARTICLE III: MEETINGS OF MEMBERS

3.1 Types of Meetings – Meetings of Members will include Annual General Meetings and Special Meetings. 

3.2 Special General Meeting - A Special General Meeting of the Members may be called at any time by the President, by the Board or upon the written requisition of sixty (60%) percent or more of the Members who have voting rights. Agenda of special meetings will be limited to the subject matter for which the meeting was duly called. 

3.3 Location and Date - The Association will hold meetings of Members at such date, time and place as determined by the Board. The Annual General Meeting will be held within fifteen (15) months of the last Annual General Meeting. 

3.4 Notice - Notice of meetings of Members will be posted on the Association’s Website at least thirty (30) days prior to the date of the meeting. Written notice (may be done electronically) will be given to all voting Members at least thirty (30) days prior to the date of the meeting. Notice will contain a proposed agenda and reasonable information to permit Members to make informed decisions. 

3.5 Adjournment – Any meetings of Members may be adjourned to any time and place as determined by the Board and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice will be required for any adjourned meeting. 

3.6 Agenda – The agenda for the Annual General Meeting will at least include: 

a) Call to order
b) Establishment of Quorum
c) Appointment of Scrutineers
d) Approval of the Agenda
e) Declaration of any Conflicts of Interest
f) Approval of Minutes of the previous Annual Meeting g) Board, Committee and Staff Reports
h) Financial Report
j) Business as specified in the meeting notice
k) Election of new Directors
l) Adjournment 

3.7 New Business - Any Member who wishes to have new business placed on the agenda of a meeting will give written notice to the Association at least ten (10) days prior to the meeting date or upon the sole discretion of the President or designate. 

3.8 Quorum – Not less than ten (10) voting Members will constitute a quorum.

3.9 Closed Meetings – Meetings of Members will be closed to the public except by invitation of the Board.

3.10 Voting Privileges for Member Meetings - Members will have the following voting rights at all Meetings of Members:

a) Swimmer Members may attend meetings of members but are not entitled to vote;
b) Parent Members may attend meetings of members and are entitled to one vote per family.
c) Members-at-Large are entitled to one vote; 
d) Honorary Members may attend meetings of member but are not entitled to vote. 

3.11 Scrutineers - At the beginning of each meeting, the Board may appoint two or more scrutineers who will be responsible for ensuring that votes are properly cast and counted. 

3.12 Determination of Votes - Votes will be determined by a show of hands, in writing, or orally unless a secret or recorded ballot is requested by the majority of those Members voting. 

3.13 Majority of Votes - Except as otherwise provided in the Act or these Bylaws, the majority of votes of Members present who vote will decide each issue. In the case of a tie, the issue is defeated. 

ARTICLE IV: GOVERNANCE

4.1 Composition of the Board
The Board will consist of nine (9) Directors, comprising of the following: 
a) Six (6) Directors-at-Large b) Director, Administration c) Director, Communications e) Director, Competitions 

4.2 Election or Appointment of Directors - Any individual who is eighteen (18) years of age or older, who meets the requirements defined in section 4.5, who has the power under law to contract, is a member of the Association in good standing and meets the criteria established in the Association’s Conflict of Interest Policy, may be nominated for election as a Director. 

4.3 Restrictions – Only one member of each family associated with the Association is eligible for a position as a Director.

4.4 Nominating Committee – The Board shall appoint a Nominating Committee which will be comprised of three individuals 
appointed by the Board of Directors.

4.5 Nomination - Any nomination of an individual for election as a Director will: 

a) Include a completed application form;
b) Include the written consent of the nominee by signed signature;
c) Be submitted to the DCSC Office fourteen (14) days prior to the Annual General Meeting. d) Nominations will not be accepted from the floor. 

4.6 Incumbents – Individuals currently on the Board of Directors wishing to be re-elected are not subject to nomination but must notify the Nominating Committee fourteen (14) days before the election of their interest for re-election. 

4.7 Circulation of Nominations - Valid nominations will be circulated to voting Members at the Annual General Meeting prior to the elections. 

4.8 Decision – Elections will be decided by the voting Members in accordance with the following: 

a) One Valid Nomination – Winner declared by acclamation.
b) Two or More Valid Nominations – Winner is the nominee receiving the greatest number of votes. In the case of a tie, the nominee receiving the fewest votes will be deleted from the list of nominees and a second vote will be conducted. If there continues to be a tie and more than two nominees, the nominee receiving the fewest votes will be deleted from the list of nominees until their remains only two nominees or a winner is declared. 

4.9 Implementation – For election after adoption and approval of these By-laws, a staggered election will take place as follows in order to ensure consistency with these By-laws: 

a) Three (3) Directors-at-Large will be elected for a two-year term b) Three (3) Directors-at-Large will elected for a one-year term
c) Director, Administration will be elected for a two-year-term
d) Director, Competitions will be elected for a two-year term 
e) Director, Communications will be elected for a one-year term

4.10 Elections- After an election has occurred in accordance with Section 4.9, all further elections will take place as follows: 

a) Three (3) Directors-at – Large, Director -Administration and Director -Competitions will be elected by voting members at the alternate Annual General Meeting to those listed in subsection b; and 
b) Three (3) Directors-at – Large, Director -Communications will be elected by voting members at the alternate Annual General Meeting to those listed in subsection a 

4.11 Elected Directors Terms - Elected Directors will serve terms of two years and will hold office until their successors have been duly appointed in accordance with these Bylaws, unless they resign, are removed from or vacate their office. 

4.12 Immediate Past President – The Immediate Past President is defined as the immediate last person to occupy the position of President who completed their full term and was not re-elected as a Director, removed or resigned. 

4.13 Head Coach /Club Manager – the Head coach/Club Manager will be appointed by the Board of Directors by way of ordinary Resolution. The Head Coach /Club Manager will be an advisory of the board and attend all meetings of the Board unless otherwise advised. 

4.14 Immediate Past President – The Immediate Past President is defined as the immediate last person to occupy the position of president who completed their full term and was not re-elected as a Director, removed or resigned. The Immediate Past President will be an advisory of the Board and will attend all meetings of the Board when requested. 

4.15 Appointed Directors Terms – Appointed Directors will serve a term of one year and will holds office until their successors have been duly appointed in accordance with these Bylaws, unless they resign, are removed from or vacate their office. 

4.16 Resignation - A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. This resignation will become effective the date on which the request is approved by the Board. Where a Director who is subject to a disciplinary investigation or action of the Association resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action. 

4.17 Vacate Office - The office of any Director will be vacated automatically if: 

a) The Director misses two (2) consecutive meetings without the approval of the President; b) The Director is found by a court to be of unsound mind;
c) The Director becomes bankrupt;
d) Upon the Director’s death. 

4.18 Removal – A Director may be removed by special resolution of the voting Members present at an Annual General Meeting or Special Meeting, provided the Director has been given fourteen (14) days written notice of and the opportunity to be present and to be heard at such a meeting. 

4.19 Vacancy - Where the position of a Director becomes vacant for whatever reason and there is still a quorum of Board Members, the Board may appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office. 

4.20 Meetings of the Board– The meetings of the Board of Directors will be held at any time and place as determined by the President or a majority of the Board of Directors. 

4.21 Notice – Written notice, served other than by mail, of Board Meetings will be given to all Directors at least three (3) days prior to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the meeting. No Notice of a meeting of the Board of Directors is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. The notice shall specify the time and place of the directors meeting. 

4.22 Number of Meetings – The Board will hold a minimum of (9) meetings per year.

4.23 Quorum – At any meeting of the Board of Directors, quorum will consist of at least fifty percent of voting Directors 
holding office. 

4.24 Voting – Each Director is entitled to one vote. Voting will be by a show of hands or orally unless a majority of Directors present request a secret ballot. Resolutions will be passed upon a majority of the votes being in favor of the resolution. The President is entitled to a second vote in the event of a tie. 

4.25 No Proxies – Directors may not vote via proxy at meetings of Directors.

4.26 Closed Meetings – Meetings of the Board will be closed to Members and the public. Upon approval of the President, any person(s) may be permitted to present a pre-approved item that will be added to a specified Board meeting agenda. 

4.27 Meetings by Telecommunications - A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Any Director who is unable to attend a meeting may participate in the meeting by telephone or other telecommunications technology. Directors who participate in a meeting by telephone or other telecommunications technology are considered to have attended the meeting. 

4.28 Powers of the Board - Except as otherwise provided in the Act or these Bylaws, the Board has the powers of the Association. Without limit the generality of the foregoing, the Board may: 

a) Implement policies, procedures and rules for managing the affairs of the Association;
b) Implement policies, procedures and rules relating to the registration of members and shall have the authority to register members accordingly;
c) Implement policies, procedures and rules relating to the discipline of members, and shall have the authority to discipline members accordingly;
d) Implement policies, procedures and rules relating to the management of disputes within the Association and shall have the authority to deal with all disputes accordingly;
e) Implement policies, procedures and rules relating to the direction and control of monies, funds, investments and securities of the Association and shall have the authority to manage these accordingly;
f) Establish committees, appoint members of committees, and delegate any of its powers, duties and functions to any committee; and
g) Employ or engage under contract such persons as it deems necessary to carry out the work of the Association. 

4.29 Borrowing Powers – The Board may borrow money upon the credit of the Association as it deems necessary. 

ARTICLE V: OFFICERS AND EXECUTIVE COMMITTEE 

5.1 Composition – The Officers will be appointed/elected by the Board of Directors, from amongst the Directors, excluding the Past President and Head coach/Manager, who are ex-officio, within thirty (30) days after the Association’s Annual General Meeting and will be comprised of the following:

a) The President shall preside as chair over all Member Meeting, Special Member Meeting of the Association, Board Meetings, and Special Board Meetings of the Association and meetings of the Executive Committee. The President will also attend to those matters requiring the attention of the chief spokesperson of the Association. Subject to the powers and duties of the Board, the president will oversee the general management of the Association and will have such other powers and duties as may from time to time be delegated to the President by the Board.
b) The Vice-President shall, in the absence or disability of the President, perform the duties of the President and the Board shall from time to time impose such duties as upon him/her.
c) The Treasurer shall:
           i. Administer the financial affairs of the Association including the supervision and preparation of accounts, the      receipt and disbursement of monies, the preparation of financial statements for the Association and the organization of the annual audit of the Association; and
          ii. Perform such other duties as may from time to time be delegated to the Treasurer by the Board.
d) The Secretary shall:
           i. Cause to be drafted minutes of all Board Meetings, Special Board Meetings of the Association and Members’ Meetings; 
          ii. Provide notices to Directors and members when so instructed;
          iii. Be the custodian of the corporate records and corporate seal of the Association; and
          iv. Perform such other duties as may from time to time be delegated to the Secretary by the Board. 

5.3 Removal – An Officer may be removed by Special Resolution of the Board or by Special Resolution of the voting Members in a meeting, provided the Officer has been given notice of and the opportunity to be present and to be heard at the meeting where such a Special Resolution is put to a vote. 

5.4 Executive Committee – The Executive Committee will be comprised of the Officers. 

5.5 Authority - The Executive Committee will have the authority to oversee the implementation of Board policies during intervals between meetings of the Board, and will perform such other duties as are prescribed by these Bylaws or may be prescribed from time to time by the Board. 

5.6 Head Coach/Manager will be an advisory of the Executive Committee and attend all meetings of the Executive Committee unless otherwise advised. 

5.7 Call of Meeting – Meetings of the Executive Committee will be held at any time and place as determined by the President or upon the request of any two (2) Executive Committee Members. 

5.8 Notice – Written notice, served other than by mail, of Executive Committee Meetings will be given to all Executive Committee Members at least three (3) days prior to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the meeting. No Notice of a meeting of the Executive Committee is required if all Officers waive notice, or if those absent, consent to the meeting being held in their absence. 

5.9 Number of Meetings – The Executive Committee will hold at least four (4) meetings per year.

5.10 Quorum - Quorum will consist of three (3) of the Executive’s voting members. 

5.11 Voting – Each Executive Committee member is entitled to one vote except the Head Coach/Manager who is not entitled to vote. Voting will be by a show of hands, electronically or orally on a conference call unless a majority of Executive Committee Members present request a secret ballot. Resolutions will be passed upon a majority of the votes being in favor of the resolution. The President is entitled to a second vote in the event of a tie. 

5.12 No Proxies – Executive Committee member are not entitled to vote via proxy.

5.13 Closed Meetings – Meetings of the Executive Committee will be closed to Members and the public. 

5.15 Appointment of Committees - The Board may appoint such committees as it deems necessary for managing the affairs of the Association and may appoint members of committees or provide for the election of 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, the Constitution or these Bylaws. 

5.16 Quorum - A quorum for any committee will be the majority of its voting members.

5.17 Terms of Reference - The Board may establish the terms of reference and operating procedures for all Committees, 
and may delegate any of its powers, duties or functions to any Committee. 

5.18 Vacancy - When a vacancy occurs on any Committee, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Committee’s term. 
 
5.19 President Ex-officio - The President, or designate as appointed by the President, will be an ex-officio (non-voting) member of all Committees of the Association. 

5.20 Removal - The Board may remove any member of any Committee.

5.21 No Remuneration - All Directors, Officers and members of Committees will serve their term of office without remuneration except for reimbursement of expenses as approved by the Board. 

5.22 Conflict of Interest – A Director, Officer, Executive Committee member 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 the Association 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 VI: FINANCE AND MANAGEMENT

6.1 Fiscal Year – The fiscal year of the Association will be September 1 – August 31, or such other period as the Board may 
from time to time determine. 

6.2 Bank - The banking business of the Association will be conducted at such financial institution as the Board may designate. 

6.3 Financial Review - At each Annual General Meeting the Members will appoint an auditor to audit the books, accounts and records of the Association. The auditor will hold office until the next Annual Meeting unless removed by an ordinary resolution. The auditor will not be an Employee or a Director of the Association. 

6.4 Books and Records - The necessary books and records of the Association required by these Bylaws or by applicable law will be necessarily and properly kept. The members may inspect the annual financial statements and minutes of membership and directors meetings at the registered office of the Association with one week’s notice during normal business hours. All other books and records of the Association 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 Association during normal business hours. 

6.5 Signing Authority – All written agreements and financial transactions entered into in the name of the Association will be signed by two of the following: President, Vice-President, Treasurer, Head Coach/Manager, or Past President as authorized by the Board of Directors. 

6.6 Contracts – Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Association by any two of the following: President, Vice-President, Treasurer, Head Coach/Manager, or Past President, or otherwise as prescribed by resolution of the Board of Directors. 

6.7 Borrowing - The Association may borrow funds upon such terms and conditions as the Board may determine. 

6.8 Disbursement of Funds – No member or employee of the Association will disburse any funds in his/her keeping belonging to the Association unless authorized policies and procedures are adhered to. 

6.9 Intellectual Property – No person, entity or organization may use the name of any intellectual property of the Association without the prior written authorization of the Board of Directors. 

6.10 The custody of the seal of the Society shall be the responsibility of the Secretary of the Association. The use of the seal shall be under the direction of the President and the Secretary. 

ARTICLE VII: AMENDMENT OF BYLAWS 

7.1 Voting – These Bylaws may only be amended, revised, repealed or added to by a special resolution of the members. A Special Resolution in accordance with the Societies Act must have three/fourths (3/4ths) affirmative vote of the voting Members present. 

7.2 Notice in Writing – Notice in writing is to be delivered to the Board thirty (30) days prior to the date of the meeting at which it is to be considered, and is to be delivered to voting Members fifteen (15) days prior to meeting at which it is to be considered.

7.3 Waiver of Notice – Notwithstanding any other provisions of these Bylaws, the notice provisions of Article 7.2 may be waived by an affirmative vote of not less than three -fourths (3/4s) of the Members present and entitled to vote. 

ARTICLE VIII DISSOLUTION 

8.1 Dissolution - Upon the dissolution of the Association, any funds or assets remaining after paying all debts will be distributed to one or more organization with similar objectives as the Association as determined by the Board of Directors. 

ARTICLE IX INDEMNIFICATION 

9.1 Will Indemnify - The Association will indemnify and hold harmless out of the funds of the Association each Director and Officer, their heirs, executors and administrators from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer. 

9.2 Will Not Indemnify - The Association will not indemnify a Director or Officer or any other person for acts of fraud, dishonesty, or bad faith. 

9.3 Insurance - The Association will, at all times, maintain in force such directors and officers liability insurance as may be approved by the Board of Directors. 

October 2018
Amended / Approved May 2019