December 5, 2012

CONSTITUTION
1. The name of the Society shall be the KELOWNA ROWING CLUB.
2. The purposes of the Society are
(a) to promote and encourage rowing, sculling, athletics, games, and amusements; to hold regattas and sports and in general to promote and encourage the physical and social well-being of the members of the Society;
(b) to acquire and take by purchase, donation, devise or otherwise, and to hold for the use of the members of the Society all kinds of real and personal property in the Province of British Columbia;
(c) to construct, rent, lease, provide, occupy, maintain and regulate any suitable buildings, premises, conveniences, or place or places of resort for the members of the Society;
(d) to sell, exchange, mortgage, lease, let or otherwise dispose of all or any part of the real or personal property of the Society;
(e) to affiliate and cooperate with other societies or clubs formed for the purposes set out in paragraph 2(a) above or any similar purposes;
(f) to do all such other acts as are incidental or conducive to the fulfilment of the above
purposes or any of them.
3. In the event that the Society should, at any time, be wound up or dissolved, the remaining assets, after payment of all debts and liabilities, shall be turned over to a recognized charitable organization with purposes similar to those of the Society or if this cannot be done, to another recognized charitable organization in the Province or elsewhere in Canada as directed by the members.
4. The term, recognized charitable organization, in Article 3 means a charitable organization or charity that the Department of National Revenue recognizes as such under the provisions of the Income Tax Act (Canada) from time to time in effect.
5. The Society shall carry out its purposes without purpose of financial gain for its members, and shall use any profits or other accretions to the Society for promoting its purposes, and shall carry out its purposes on an exclusively charitable basis.
6. The Society shall not remunerate any director or officer for being or acting as a director or officer, but may reimburse a director or officer for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society.
7. Articles 3, 4, 5, 6 and 7 are unalterable.
 

 

BYLAWS
Part 1 Interpretation
1. (1) In these bylaws, unless the context otherwise requires,
(a) "Act" means the Society Act of the Province of British Columbia from time to time in
force and all amendments to it;
(b) “Club” means Kelowna Rowing Club;
(c) “address of the Club” means the address of the Club filed with the registrar in
accordance with the Act;
(d) “Director” or “Directors” means a director or the directors of the Club as the case
may be;
(e) “Privileges” include use of the facilities and equipment of the Club and participation
in Club activities, subject to these Bylaws, and the right to vote at general meetings;
(f) “rowing” includes sweep rowing and sculling;
(g) “Rules” mean any rules, regulations or other directions governing safety, rowing
activities, use of facilities and equipment and conduct of the members adopted and
published by the Directors;
(h) “Special Business” means
(i) all business at an extraordinary general meeting except the adoption of rules
of order; and
(ii) all business transacted at an annual general meeting, except,
(A) adoption of rules of order;
(B) consideration of the financial statements;
(C) report of the Directors;
(D) report of the auditor, if any;
(E) election of Directors;
(F) appointment of the auditor, or waiver thereof; and
(G) other business that, under these bylaws, ought to be transacted at an
annual general meeting, or business which is brought under
consideration by the report of the Directors issued with the notice
convening the meeting.
(i) “year” means the fiscal year of the Club.
(2) The definitions in the Act on the date these bylaws become effective apply to these bylaws.
2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.
​

 

Part 2 Membership
3. Every member shall uphold the Constitution, comply with these Bylaws and obey all Rules.
Classes of Members
4. The Club has the following classes of members:
(a) Senior Members are individuals over the age of 18 years and are entitled to full
Privileges subject to these Bylaws.
(b) Junior Members are individuals under the age of 18 years and, at the discretion of the
Directors, over the age of 18 years and in full-time attendance at a secondary or postsecondary educational institution and not a member of any other rowing club.
Subject to these Bylaws, a Junior Member is entitled to all Privileges except that a
Junior Member shall not vote at any general meeting. A member is a Junior Member
for the year in which he or she turns 18.
(c) Non-rowing Members are individuals over the age of 18 years and are entitled to full
Privileges, subject to these Bylaws, except use of the rowing facilities and equipment
of the Club and participation in rowing activities.
(d) Honorary Members are those members that the Club recognizes in accordance with
these Bylaws for exceptional service to the Club or the sport of rowing or for
outstanding achievement in the sport of rowing. An Honorary Member is entitled to
full Privileges subject to these Bylaws. Honorary Members include Honorary Life
Members elected to membership before these Bylaws become effective.
5. Senior Members and Non-rowing Members include Life Members admitted to membership before these Bylaws become effective.
6. Notwithstanding anything in these Bylaws to the contrary, Honorary Members and Life Members are exempt from payment of annual membership fees but shall pay all other fees, dues, assessments, subscriptions and charges as and when levied by the Club.
7. Only when the number of Honorary Members is less than 10, any two persons attending and eligible to vote at an annual general meeting may nominate a member for election at the meeting as an Honorary Member for a period of one or more years or for life. The nominee may become an Honorary Member for the designated period only upon all persons attending and eligible to vote at the annual general meeting voting in favor of the nominee's election. The Club shall not elect more
Honorary Members than will bring the total number of Honorary Members at any time to 10.
 

 

10. The Secretary shall not accept an application for membership of any person who has ceased to be a member pursuant to Bylaw 12 or Bylaw 13, and has not paid all outstanding amounts payable to the Club.
9. Upon receipt of the completed application form and fees, the Secretary may accept the applicant as a Senior Member, Junior Member or Non-rowing Member, as the case may be.
8. Every applicant for membership must submit a completed application form and fees to the Secretary.
Application for Membership

 

(b) No member shall introduce an individual as a guest more than 10 times per year.
and release in a form approved by the Directors.
(iii) before using any facilities or equipment of the Club the guest signs a waiver
equipment or facilities; and
(ii) the guest obeys the Rules and any reasonable directions concerning the use of
(i) a member accompanies the guest at all times;
(a) The member shall ensure that:
21. A member may allow a guest to use facilities and equipment of the Club on the following conditions:
Guests
20. No member may transfer his or her membership in the Club to any other person.
(e) on cessation of membership pursuant to Bylaw 13 or Bylaw 14.
(d) on having been a member not in good standing for 12 consecutive months; or
(c) on being expelled;
(b) on his or her death;
delivering it to the address of the Club;
(a) by delivering his or her resignation in writing to the Secretary or by mailing or
19. A person shall cease to be a member of the Club
18. Any member who is not in good standing shall not have any Privileges and shall not be entitled to receive notice of or vote at any meeting.
17. All members are in good standing except members in default or under suspension.
16. The Directors may suspend or expel any member who, in their determination, has violated any of these Bylaws or any Rule or is guilty of misconduct. A member who has been suspended or expelled may appeal the suspension or expulsion to a general meeting of the members convened in accordance with these Bylaws and the Act.
Standing, Discipline and Cessation of Membership
15. Nothing in these Bylaws and no extension of time to pay or other accommodation releases a member or former member of any liability to the Club or deprives the Club of any legal or equitable remedy it may have against a member or former member.
14. A member in default may apply to the Directors for an extension of time to pay. The Directors may refuse to grant the extension or may relieve the member from default and grant the extension on such terms and conditions as they see fit. A member to whom the Directors have granted such an extension is in default immediately upon failing to comply with any term or condition so imposed by the Directors and shall, at the discretion of the Directors, cease to be a member of the Club.
13. If the Secretary has notified a member of the amount the member owes the Club, and the Secretary or the Treasurer does not receive payment of the amount owed within 30 days of the date of such notification the member shall be in default and the Directors may post notice of the default.  If the Secretary or the Treasurer does not receive payment within 60 days of the date of initial notification, the member shall, at the discretion of the Directors, cease to be a member of the Club.
12 Only the Directors may prorate or refund membership dues.
11. Each member shall pay to the Club, in such amounts and such manner as the Directors shall fix from time to time, application fees, membership dues, subscriptions and any other charges.
Payments and Default

 

 

33. Except for adjournment due to absence of a quorum, a general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. It is not necessary to give notice of an adjourned general meeting or of the business to be transacted at an adjourned general meeting.
(5) Voting by proxy is not permitted.
(4) An abstention shall not be counted as a vote for or against a resolution.
(3) In case of an equality of votes the person presiding shall not have a casting or second vote in addition to the vote to which he or she may be entitled as a member and the proposed resolution shall not pass.
(2) Unless the members entitled to vote at a general meeting resolve otherwise, voting on a resolution is by show of hands, and voting for the election of Officers and Directors is by ballot.
32. (1) Every member, except Junior Members, in good standing present at a general meeting is entitled to one vote.
31. The person presiding at a general meeting may move or propose a resolution.
the members present shall choose one of their number to preside.
(b) none of the Officers or Directors present is willing to preside,
minutes after the time appointed for holding the meeting; or
(a) neither the President, Vice President nor any other Director is present within 15
(2) If at a general meeting
30. (1) Subject to Bylaw 30(2), the President, the Vice President or, in the absence of both, one of the other Directors present, shall preside at a general meeting.
29. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated. In any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
(2) If at any time during a general meeting a quorum ceases to be present, business then in progress shall be suspended until there is a quorum present or, if a quorum is not present within 30 minutes of the suspension of business then the meeting shall be terminated or stand adjourned in accordance with Bylaw 29.
of those members present are a quorum.
(b) if the number of members entitled to vote at a general meeting is less than 30, then 3
those members present are a quorum;
(a) if the number of members entitled to vote at a general meeting is 30 or more, 10% of
28. (1) At the time of any general meeting,
27. Any member intending to make a motion at or otherwise bring business before any general meeting shall notify the Secretary of that intention in writing at least 10 days before the day of the meeting.
26. The Club shall give to members in good standing not less than 14 days' notice of a general meeting, specifying the place, day and hour of meeting and, in the case of Special Business, the general nature of that business. The notice will also be posted in a conspicuous location on premises the Club may occupy. The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any person entitled to receive notice does not invalidate proceedings at that meeting.
25. On the requisition of 10% or more of the voting members of the Club, an extraordinary general meeting shall be convened in accordance with the provisions of the Act.
24. The Directors may, when they think fit, convene an extraordinary general meeting.
23. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
22. The Club shall hold general meetings at such times and places, in accordance with the Act, as the Directors decide, except that the Club shall hold an annual general meeting at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.
Part 3 Meetings of Members

 

42. A Director may resign from office by delivering his or her resignation in writing to the Secretary or to the address of the Club. The resignation shall be effective upon delivery or such later date as the resignation may specify.
(e) removed from office by a special resolution of the members.
or has been
(d) not a member in good standing;
(c) an undischarged bankrupt or insolvent;
infirmity;
(b) found to be incapable of managing his or her own affairs by reason of mental
(a) under the age of 18 years;
41. No person is qualified to become or to act as a Director who is
40. The members may by special resolution remove a Director before the expiration of his or her term of office, and may elect a successor to complete the term of office.
39. No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.
(2) A Director so appointed holds office only until the conclusion of the next following annual general meeting of the Club, but is eligible for re-election at the meeting.
38. (1) The Directors may at any time and from time to time appoint a person not disqualified under Bylaw 41 as a Director to fill a vacancy among the Directors.
(3) If no successor is elected, the person previously elected or appointed continues to hold office.
(2) There shall be a separate election for each Officer and an election for the Directors who are not Officers.
37. (1) At each annual general meeting the Directors shall retire from office and the members entitled to vote present at the meeting shall elect their successors.
36. The Officers, the immediate Past President and two or more other persons are the Directors of the Club.
35. The number of Directors is seven or such greater number as may be determined at a general meeting.
34. The Officers of the Club are the President, Vice President, Secretary and Treasurer.
Part 4 Directors and Officers

 

 

Directors may require.
(iv) has such other powers and performs such other duties as these Bylaws or the
Directors; and
(iii) furnishes financial documents and information as required by the Act and the
the Act;
(ii) keeps such additional financial records as may be necessary to comply with
(C) every other transaction affecting the financial position of the Club;
(B) every asset and liability of the Club, and
respect of which each receipt and disbursement took place,
(A) all money received and disbursed by the Club and the matter in
the Club, including but not limited to records of
monthly reconciliations, financial statements and other financial records of
(i) prepares or supervises the preparation of and maintains all books of account,
(d) The Treasurer
Directors may require.
(vi) has such other powers and performs such other duties as these Bylaws or the
(v) has custody of the corporate seal of the Club; and
(iv) issues notices of meetings of the Club and Directors;
(iii) conducts or supervises the conduct of correspondence;
including but not limited to the Register of Members, as required by the Act;
(ii) maintains and keeps all records, except financial records, of the Club,
of the Directors;
(i) prepares and has custody of all minutes of meetings of the Club and meetings
(c) The Secretary
assumes the duties of the President in his or her absence.
(b) The Vice President assists the President in the performance of his or her duties and
has or performs.
(v) has such other powers and performs all other duties that a president normally
(iv) officiates at Club functions; and
or the Directors;
(iii) serves ex officio as a member of all committees established by these Bylaws
(ii) chairs all general meetings and meetings of the Directors;
(i) supervises the other officers in the execution of their duties;
(a) The President is the chief executive officer of the Club and
45. Unless the Directors provide otherwise, the Officers have the following powers and duties.
this Bylaw 44(b), (c) and (d) and the authority to engage coaching staff.
(f) delegate to managerial staff, to the extent the Directors see fit, the authority set out in
coaching staff; and
(e) engage servants in the name of the Club, including but not limited to managerial and
(d) arrange regattas, sporting activities and entertainments;
(c) order supplies, labor, maintenance and repairs;
(b) control and administer the facilities and equipment of the Club;
(a) make Rules;
44. Without limiting the generality of Bylaw 43, the Directors shall manage or supervise the management of the affairs and finances of the Club and may
(2) No resolution, made by the Club in general meeting, invalidates a prior act of the Directors that would have been valid if that resolution had not been made.
43. (1) Except for what the Club must do only in general meeting, the Directors, unless prohibited by these Bylaws, statute or other law affecting the Club, may do everything that the Club may do.
Part 5 Powers and Duties of Officers and Directors
 

 

(2) In case of an equality of votes the person presiding does not have a second or casting vote.
52. (1) Questions arising at a meeting of a committee shall be decided by a majority of votes.
(2) A committee so formed in the exercise of the powers so delegated shall conform to any requirements the Directors may impose on it, and a Director sitting on each committee shall report every act or thing done in exercise of those powers to the earliest meeting of the Directors to be held next after it has been done.
51. (1) The Directors may delegate any, but not all, of their powers to committees consisting of at least one Director and other persons as they think fit.
(2) In case of an equality of votes the person presiding does not have a second or casting vote.
50. (1) Questions arising at a meeting of the Directors shall be decided by a majority of votes.
49. A resolution in writing, signed by all the Directors and placed with the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.
48. The person presiding at a meeting of the Directors may move or propose a resolution.
47. In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as secretary at the meeting.
(4) A Director may at any time, and the Secretary, on the request of a Director, shall, convene a meeting of the Directors.
(3) The President shall preside at all meetings of the Directors, but if at a meeting the President is not present within 15 minutes after the time appointed for holding the meeting, the Vice President shall preside. If neither is present the Directors present may choose one of their number to preside at that meeting.
(2) The Directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the Directors then in office.
adjourn and otherwise regulate their meetings and proceedings, as they see fit.
46. (1) The Directors may meet together at the times and places they think fit to dispatch business,
Part 6 Proceedings of Directors
 

 

54. All documents, including but not limited to signing of cheques, in connection with the affairs of the Club shall be signed by such persons in such manner as the Directors from time to time may prescribe. The corporate seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the persons prescribed in the resolution. If no persons are prescribed, documents shall be signed by and the seal affixed in the presence of the President and either the Secretary or the Treasurer.
53. The Directors may provide a corporate seal for the Club and may destroy a seal and substitute a new seal in its place.
Part 7 Seal and Execution of Documents
 

 

56. The Club shall not issue a debenture without the sanction of a special resolution.
55. For the purposes of the Club, the Directors may, on behalf of and in the name of the Club, raise, borrow or secure the payment or repayment of money in such manner and upon such terms and conditions as they think fit, and, in particular but without limiting the foregoing, by the execution and delivery of a mortgage or mortgages, a security agreement or the issue of debentures.
Part 8 Borrowing
 

 

63. The auditor is entitled to notice of and may attend general meetings.
62. No Director and no employee or servant of the Club shall be auditor.
61. The Club shall promptly inform an auditor in writing of appointment or removal.
60. The Club may remove an auditor by ordinary resolution.
59. At each annual general meeting the Club shall appoint an auditor to hold office until he or she is re-elected or his or her successor is elected at the next annual general meeting.
58. The Directors shall fill all vacancies occurring in the office of auditor.
57. This Part applies only if the Club is required or has resolved to have an auditor.
Part 9 Auditor
 

 

70. These bylaws shall not be altered or added to except by special resolution.!
69. Any member who negligently or wilfully damages equipment or facilities of the Club shall indemnify the Club for all costs of repairing or replacing such equipment or facilities unless theDirectors decide otherwise.
The Directors shall deal with the complaint at their next meeting after its delivery. No member shall call upon the Directors to take notice of an oral complaint.
68. Any member in good standing may make a complaint. The member shall make the complaint in writing, sign it and deliver it to the Secretary, or, if the Secretary is unavailable, another Director.
67. The Club colors are green and white. The Club flag is a standard-shaped triangular burgee bearing a horizontal green “V” on a white background and the letters, V.C.R.C., on the hoist.
66. No notices or advertisements may be posted in facilities occupied by the Club unless first approved and countersigned by the Secretary.
65. If authorized by ordinary resolution of the members, the Directors have the authority upon such terms and conditions as they may deem advisable, to affiliate the Club with any other society or club formed for the purposes of or similar to promoting and encouraging rowing, sculling, athletics, games, and amusements; and holding regattas and sports and in general promoting and encouraging the physical and social well-being of its members.
64. The fiscal year of the Club runs from October 1 of a year through September 30 of the next year, or such other period as the Directors may determine.