Guelph Lawn Bowling Club By-laws
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GUELPH LAWN BOWLING CLUB INC.
GUELPH LAWN BOWLING CLUB INC.
BY-LAWS - Index
Name Article 1
Head Office Article 2
Purpose Article 3
Affiliation Article 4
Membership Article 5
Harassment/Abuse Article 6
Revocation of Membership Article 7
Alcoholic Beverages Article 8
Board of Directors Article 9
Executive Meetings Article 10
Duties of Office Holders Article 11
Authority Article 12
Signing Officers Article 13
Remuneration of Officers, Directors
and Chairpersons Article 14
Committees Article 15
General Meetings Article 16
Extraordinary Meetings Article 17
Amendments Article 18
Fiscal Year Article 19
Reserve Fund Article 20
Protection of Members, Officers
and Directors Article 21
Interpretation Article 22
Banking Resolution Article 1
MISSION STATEMENT OF THE CLUB
TO ADMINISTER, CO-ORDINATE, ENCOURAGE, ESTABLISH, OPERATE AND PROMOTE THE OPERATION OF THE GUELPH LAWN BOWLING CLUB INC. FOR THE PURPOSE OF FOSTERING GOODWILL AND SPORTSMANSHIP AMONGST ITS MEMBERS.
TO PROVIDE THE OPPORTUNITY FOR BOWLERS OF ALL AGES IN GUELPH AND SURROUNDING DISTRICTS TO PARTICIPATE AT THEIR LEVEL OF ABILITY AND INTEREST.
Guelph Lawn Bowling Club Inc.
Approved Sept. 28, 2017
9.2 Amended Sept. 12, 2015, 12.1 (D) Added Sept. 20, 2017
Letters Patent incorporating Guelph Lawn Bowling Club granted on Sept. 10, 2001. These by-laws relate generally to the transaction of the business and affairs of Guelph Lawn Bowling Club Inc.
Article 1 Name
1.1 Be it enacted and is hereby enacted as a by-law of Guelph Lawn Bowling Club Inc. (hereinafter called the “Club”).
Article 2 Head Office
2.1 The Head Office of the Club shall be in the City of Guelph, in the County of Wellington, the Province of Ontario, and at such place therein as the directors of the Club may from time to time decide. (Currently at the Club House at 114 Gordon St., Guelph).
Article 3 Purpose
3.1 To promote recreation, fellowship, enjoyment and competitive sportsmanship through the sport of lawn bowling and any other compatible recreational sport as authorized by the General Membership.
Article 4 Affiliation
4.1 This Club shall be affiliated with the Ontario Lawn Bowling Association (OLBA).
Article 5 Membership
5.1 A member is a person who has paid his or her membership dues in full.
5.2 The amount of the membership dues will be set each year at the Annual General Meeting upon the recommendation by the Board and approved by the Members at the Annual General Meeting.
5.3 Fees shall be paid to the Treasurer of the Club no later than the 31st of May each year.
Article 6 Harassment/Abuse
6.1 The Club promotes an abuse free, trusting environment in accordance with the OLBA’s Code of Conduct and its Harassment Policy for the general membership.
Article 7 Revocation of Membership
7.1 Any member whose conduct on the Club premises, or elsewhere, which is considered by the Directors to be unbecoming of the character of the Club, or who
willfully commits a breach or violation of any of the Club’s by-laws, or regulations will receive a disciplinary warning letter from the Board.
7.2 Any member, after receiving a disciplinary warning letter, may have his or her membership revoked by a two-thirds (⅔) vote of the Disciplinary Committee if the member’s conduct on the Club premises or elsewhere continues to be unbecoming of the Club or character of the Club. The Disciplinary Committee shall comprise three members of the Board, three members chosen at random plus one non-club affiliate.
7.3 Such member, upon making written application for reinstatement to the Board within 30 days of issuance of notice of membership revocation, may be reinstated by the Disciplinary Committee.
Article 8 Alcoholic Beverages
8.1 Alcoholic beverages must not be brought into the Club by members or guests in compliance with the Ontario Liquor Control Act and regulations and the license Agreement with the City of Guelph, and members must adhere to such laws. If the Club incurs any penalty or liability by reason of a breach of these provisions by a member or member’s guest, such member shall indemnify the Club.
Article 9 Board of Directors
9.1 The affairs of the Club shall be managed by a Board of Directors consisting of the following officers: President, Vice-President, Secretary, Treasurer and three directors. The Board has the power to add members as required.
9.2 All Directors shall be elected annually for a one (1) year term from the date of the Annual General Meeting excepting those Directors who hold the position of Immediate Past-President. Each Director may stand for re-election if so nominated.
9.3 The Vice-President shall assume and act in the role as President until a new President is elected if the elected President is unable to act for whatever reason. The Board has the authority to fill any vacancy that may occur. The members filling vacant positions must be elected, if nominated, at the Annual General Meeting.
9.4 The Past President of the Club becomes Chairperson of the Nominating Committee. The chairperson shall appoint two other members to the committee. The committee shall prepare a slate of nominees for the election to the Board, having first secured consent of each nominee, and present the slate at the Annual General Meeting. Additional nominations may be proposed by any member provide the nomination is seconded by another member and consented to by the nominee. The election of the Board of Directors shall be chaired by the chairperson of the Nominating Committee or his appointee.
9.5 Only a full member may be elected to the office of President, Vice-President, Secretary, Treasurer and Directors.
9.6 All records of the Club, including the bookkeeping records, tournament books, minute book are the property of the Club and shall be handed over by the outgoing officer or chairperson to their successor.
9.7 An auditor shall be appointed each year at the Annual General Meeting of the members upon the recommendation of the Board of Directors. The auditor may be a member of the Club but cannot be a member of the Board.
Article 10 Executive Meetings
10.1 Regular or special meetings of the Directors may be held at the call of the President or by the Vice-President or by any three members of the Board, by giving at least two days’ notice.
10.2 Two-thirds (⅔) of the members of the Board of Directors shall constitute a Quorum.
10.3 There shall be a minimum of six meetings of the Board of Directors during the year.
10.4 The Board of Directors shall plan policy but not take action in major matters without the approval of a majority of the members present at a General Meeting.
10.5 Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes, the President shall have a casting vote.
Article 11 Duties of Office Holders
11.1 The President shall preside at all Executive meetings of the Club, sign all instruments that require presidential signature, perform all duties incident to the presidential office, and have such other powers and duties as may from time to time be assigned. The President shall exercise the general supervision and control of all affairs of the Club, and be an ex-officio member of all committees.
11.2 The Vice-President shall sign such contract, document or instrument in writing as require his signature and shall have and perform all powers incident to his office and such powers and duties as may from time to time be assigned to him by the Board of Directors or a general meeting of members. The Vice-President, in the absence or of the inability or refusal of the President to act on instructing of the Board of Directors and/or a general meeting of members, shall be vested with all the powers and shall perform the duties of the President.
11.3 In that both the President and the Vice-President are absent or unable to perform their duties, the Directors shall appoint one or more of their members to perform the duties of President or Vice-President.
11.4 The immediate Past President shall act as a nominating committee chairperson and an ex-officio member of the Board of Directors.
11.5 The Secretary shall: (a) conduct the Club’s correspondence; (b) retrieve and distribute correspondence received at the Club’s mailing address; (c) record the proceedings, deliberations and decisions at the Annual General and other meetings of the members and meetings of the Board of Directors.
11.6 When warranted, an Assistant Secretary may be appointed and shall: (a) assist the Secretary in his duties; (b) keep the record of membership; (c) maintain the Club’s roster.
11.7 The Treasurer shall: (a) be responsible for the care and custody of the financial assets of the Club as directed by the Board; (b) receive and disperse all funds; (c) keep records of the Club’s financial transactions; (d) provide an accurate account of all monies received and expended as requested by the Board; (e) present an audited statement of the Club’s finances at the Annual General Meeting; (f) maintain an inventory of the physical assets of the Club as supplied by the Greens Committee.
11.8 It is the duty of each Director to represent the Board’s policies, views and programs in his dealings with the members of the Club.
Article 12 Authority
12.1 The Board of Directors shall manage all property and business affairs of the Club, recommend the annual membership fees for approval at a General Meeting, and have power:
(a) To appoint and remove any employee of the Club, prescribe duties, fix
compensation and require security for the faithful discharge of duties, if deemed
(b) To make rules and regulations for the management and operation of the
(c) To do all such things as will be for the benefit of the Club in conformity with
the By-Laws and License Agreement with the City of Guelph and the OLBA.
(d) To refuse or rescind membership in the Club for just cause.
Article 13 Signing Officers
13.1 Any two of President, Vice-President or Treasurer shall sign all Deeds, documents and contracts and other instruments requiring execution by the Club.
13.2 The Executive may also direct, by special resolution, the signing of any such document or instrument by another member of the Board.
Article 14 Remuneration of Officers, Directors and Chairpersons
14.1 All Officers, Directors and Chairpersons shall serve without any remuneration and no Officer, Director or Chairperson shall directly or indirectly receive any profit from his position, such provided that any Officer, Director or Chairperson may be reimbursed for reasonable expenses incurred by him/her in the performance of duties.
Article 15 Committees
15.1 The Board of Directors may appoint any committees they may deem necessary.
15.2 Non-members having specific expertise may be appointed as ex-officio members of any committee from time to time.
Article 16 General Meeting
16.1 The Annual Fall General Meeting of the members of the Club shall be held at a time and on a day as directed by the Board of Directors but not later than the 15th day of November. The meeting shall receive reports of the Executive, elect Officers and Directors as required, and elect or appoint such others as are necessary for the proper conduct of the Club’s affairs, and transact all business that may properly come before the meeting. Any reports, e.g., Auditors Report, not available at the Fall Annual Meeting will be tabled until the Spring General Meeting. (Includes amendment 2004)
16.2 The Spring General Meeting of the members of the Club shall be held at a time and place on a day after the Spring Meeting of the OLBA in May in every year as directed by the Board of Directors but not later than May 31st. The meeting shall receive reports of the executive for the events scheduled for the current year and transact all business that may properly come before the meeting.
16.3 Special General Meetings of the members may be called:
(a) by the President
(b) by resolution of the Executive
(c) on written request to the Executive by at least 25 members of the Club
(d) The request or resolution shall specify the nature of the business to be brought before the Special General Meeting and no other business than that stated in the notice of meeting shall be transacted. Day, time and place of all Special General Meetings shall be decided by the Executive.
16.4 Notice of the date, time and place for holding General Meetings of members including Annual and Special meetings shall be given by the Board at least ten days prior to each member by mail or phone or e-mail and by posting on the Club bulletin board.
16.5 At all Annual General and Special meetings of the Club, the presence of 25 percent of the active full members in good standing shall constitute a quorum.
16.6 Only full members in good standing have the right to vote. These full members include: adult members, 1st year bowlers, and all visually-impaired bowlers.
16.7 The omission to give notice or non-receipt of notice, by any member(s) shall not invalidate any resolution/motion passed or procedure taken.
Article 17 Extraordinary Expense
17.1 Each and every proposed addition, renovation or major repair to Club property or equipment, but excluding normal operating expenses within the approved Annual Budget, which individually amount to $2000 or more in the fiscal year, shall require the approval of the majority of the members present at a General Meeting before the property or equipment is acquired or before the work is undertaken.
Article 18 Amendments
18.1 The Board shall have the power to enact rules and regulations for the management and conduct of the Club.
18.2 The Board can recommend at any time an amendment or suspension of any Article of the By-Laws, which must be approved at a General Meeting of the members.
Article 19 Fiscal Year
19.1 The fiscal year of the Club shall terminate on the 30th day of September each year or on such other date, as the Directors shall, by resolution, from time to time determine.
Article 20 Reserve Fund
20.1 The Board may from time to time set aside sums as they deem fit to meet contingencies for repairing, improving and maintaining any of the property of the Club, replacing wasting assets, and for such other purposes as the Board shall, in their absolute discretion, think conducive to the interests of the Club, and may invest the several sums so set aside for such investments and dispose of all or any part thereof for the benefit of the Club, and may divide the reserve fund into such special funds as they may deem advisable in the business of the Club without being bound to keep same separate from other assets.
20.2 The Board may also carry forward to the accounts of the succeeding year or years any net income or balance of net income which they shall not have reserved.
Article 21 Protection of Members, Officers and Directors
21.1 Members shall not, as such, be held answerable or accountable for any act, default, obligation or liability of the Club, or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Club.
21.2 The Officers and Directors, for the time being, of the Club shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not
made, one or entered in the name or on behalf of the Club, except such as shall have been submitted to and authorized or approved by the Board.
21.3 No Officer or Director of the Club shall be liable for the acts, receipts, neglects or default of any Officer or Director or employee, or for any loss, damage or expense happening to the Club through the insufficiency of title to any property acquired by the Club, or for or on behalf of the Club or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Club shall be placed out of or invested on behalf of the Club, or for the loss or damage from bankruptcy, insolvency to tortious act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, damage or misfortune whatever may happen in office or trust or in relation thereto, unless the same shall happen by or through his own wrongful and willful act or through his own willful neglect or default.
21.4 Every Officer or Director of the Club and his heirs, executors and administrators, and estate and effects, respectively, shall, from time to time and at all times, be indemnified and save harmless, out of the funds of the Club, from and against: (i)
all costs, charges and expenses whatsoever which the Officer or Director sustains or incurs in or about any actions, suit or proceedings which is brought, commenced or prosecuted against him in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, and (ii) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except costs, charges or expenses occasioned be his own willful neglect or default.
21.5 If any Officer or Director of the Club shall be employed by or shall perform services for the Club otherwise than as an Officer or Director or shall be a member of a firm or shareholder, Director or Officer of a company which is employed by or performs services for the Club, this shall not disentitle such Officer or Director or such firm or company, as the case may be, from receiving proper remuneration for such services.
Article 22 Interpretation
22.1 In this By-law and all other By-Laws of the Club, words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender, “Board” shall mean Board of Directors of the Club; Articles of Incorporation” shall include Supplementary Letters of Incorporation; the Ontario Corporations Act shall refer to the Ontario Corporation Act, 1980 R.S.O as amended from time to time or any act that may hereafter be substituted therefore.
Article 1 Banking Resolution
2.1 Attached hereto and forming part of this By-Law is the Financial Services Agreement and the Resolution regarding Banking and Security.
2.2 The Board has the responsibility for determining the official depository or depositories for the Club’s funds.
GUELPH LAWN BOWLING CLUB, INC., 114 GORDON ST., GUELPH, ON N1H 4H6
2020 EXECUTIVE AS OF 1 MAY 2020:
President Victor Howe
Vice President Susin Micallef
Treasurer Penny Schafer
Secretary Jan Walker
Director Jean Campbell
Director David Carmichael
Director Barbara Chillingsworth