Rock Lake Skating Club

BY-LAWS

ARTICLE I                 GENERAL

1. Purpose – These By-laws relate to the general conduct of the affairs of the affairs of the Rock Lake Skating Club.

2. Definitions – The following terms have these meanings in these By-laws:

1. Auditor – an individual, partnership, or Club appointed by the Members at the Annual Meeting to audit the books, accounts, and records of the Club for a report to the Members at the next Annual Meeting.
2. Board – the Board of Directors of the Club.
3. Club – Rock Lake Skating Club.
4. Days – days including weekends and holidays.
5. Director – an individual elected or appointed to serve on the Board pursuant to these By-laws.
6. In Writing – shall include both hard copy and electronic communication in a form determined appropriate by the Board.
7. Key Volunteer – a position appointed by the Board to sit on committees and/or perform certain duties on behalf of the Board.
8. Officer – an individual elected or appointed to serve as an Officer of the Club pursuant to these By-laws.
9. Ordinary Resolution – a resolution passed by a majority of the votes cast on that resolution or consented to by all voting Members entitled to vote on that resolution.

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

4. Ruling on By-laws – The Board will have the authority to interpret any provision of these By-laws that is contradictory, ambiguous, or unclear.

5. Conduct of Meetings – Unless otherwise specified in these By-laws, meetings of the Members and meetings of the Board will be conducted according to Robert’s Rules of Order (current edition).

6.  Interpretation – Words importing the singular will include the plural and vice versa and words importing persons will include bodies corporate. Words importing an organization name, title, or program will include any successor organizational name, title, or program.

[SKATE MANITOBA RECOMMENDS A SINGLE MEMBERSHIP CATEGORY]

ARTICLE II                MEMBERSHIP

1. Categories – The Club has the following category of Member:

1. Athlete Member – Any figuring skating athlete who is registered directly with the Club.

2. Registration – Each Member must register with the Club and agree to abide by the Club’s By-laws, policies, procedures, rules and regulations or, if the Member is under the age of 18, have a parent or guardian agree to abide by the Club’s By-laws, policies, procedures, rules and regulations on behalf of the Member.

Authority of Members

3. Membership Authority – The Members of the Club will have the following powers:

1. To appoint the Auditor, if any
2. To amend the By-laws
3. To elect Directors; and
4. As provided in these By-laws

Admission and Renewal of Members

4. Admission and Renewal of Members – Any candidate will be admitted or renewed as a Member if:

1. The candidate member makes an application for membership in a manner prescribed by the Club;
2. The candidate member was previously a Member, the candidate member was a Member in good standing when the candidate ceased to be a Member;
3. The candidate member has paid fees as prescribed by the Board;
4. The candidate member agrees to uphold and comply with the Club’s governing documents;
5. The candidate member meets any other condition of membership determined by the Board;
6. The candidate member has met the applicable definition listed in Section 2.1; and
7. The candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.

Membership Fees and Duration

5. Duration – Unless otherwise determined by the Board, membership with the Club begins on the date the Board (or designate) accepts the candidate member’s registration and ends on [July 31st] or when the Member resigns or is terminated from membership.

6. Fees – Membership fees will be determined by the Board.

7. Deadline – Members will be notified in writing of the membership fees at any time payable, and if the membership fees are not paid within sixty (60) days of the membership renewal date or notice of default, the Member in default will automatically cease to be a Member of the Club.

Compliance, Transfer, Suspension, and Termination of Membership

8. Policy Compliance – As a condition for membership, a Member (or the Member’s parent/guardian, on behalf of the Member, if the Member is younger than 18 years old) must comply with the Club’s policies and procedures, as may be modified or updated at the discretion of the Board (or designate). Failure to comply with the Club’s policies and procedures may results in discipline, or suspension or termination of membership.

9. Transfer – Membership in the Club is non-transferable.

10. Suspension – A Member may be suspended, pending the outcome of a discipline hearing in accordance with the Club’s policies related to discipline, or by Ordinary Resolution of the Board at a meeting of the Board provided the Member has been given notice of and the opportunity to be heard at such meeting.

11. Effects of Suspension – A suspended Member is not in good standing, may not vote at meetings of the Members, is not permitted to have any sport-related involvement with the Club, and may be subject to a probationary period before being reinstated to good standing.

12. Termination – Membership in the Club will terminate immediately upon:

1. The expiration of the Member’s membership, unless renewed in accordance with these By-laws;
2. The Member fails to maintain any of the qualifications or conditions of membership described in Section 2.1 of these By-laws;
3. Resignation by the Member by giving written notice to the Club;
4. Dissolution of the Club;
5. A decision made by the Board (or designate) or a disciplinary panel in accordance with these By-laws or the Club’s policies;
6. The Member’s death or dissolution (as applicable); or
7. By Ordinary Resolution of the Board or of the Members at a duly called meeting, provided fifteen (15) days’ notice is given and the Member is provided with reasons and the opportunity to be heard. Notice will set out the reasons for termination of membership and the Member receiving the notice will be entitled to submit a written submission opposing the termination. 

13. May Not Resign – A Member may not resign from the Club when the Member is subject to disciplinary investigation or action by the Club.

14. Arrears – A Member will be expelled from the Club for failing to pay membership dues or monies owed to the Club by the deadline dates prescribed by the Board. Any dues, subscriptions, or other monies owed to the Club by suspended or expelled Members will remain due.

15. Discipline – A Member may be disciplined in accordance with the Club’s policies and procedures relating to the discipline of Members or, upon fifteen (15) days’ written notice to a Member the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws. The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than five (5) days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.

Good Standing

16. Definition – A Member will be in good standing provided that the Member:

1. Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
2. Has completed and remitted all documents as required by the Club;
3. Has complied with the By-laws, policies, and rules of the Club;
4. Is not subject to a disciplinary investigation or action by the Club, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
5. Has paid all required membership fees.

17. Privileges of Good Standing - Subject to these By-laws and other governing documents of the Club, Members in good standing may be entitled to the following privileges:

1. To attend, participate, and vote at meetings of the Members;
2. To participate in the Club’s activities; and
3. To participate in other events associated with the Club.

18. Cease to be in Good Standing – Members that cease to be in good standing, as determined by the Board (or designate) or a disciplinary panel, will not be entitled to vote at meetings of the Members 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.

ARTICLE III                MEETINGS OF MEMBERS

1. Annual Meeting – The Club will hold meetings of Members at such date, time and place as determined by the Board. The Annual Meeting will be held within fifteen (15) months of the last Annual Meeting and within six (6) months of the Club’s fiscal year end. Any Member, upon request, will be provided, not less than ten (10) days before the annual meeting, with a copy of the approved financial statements and auditor’s report (if any).

2. Special Meeting – A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board or upon the written requisition of five percent (5%) or more of the voting Members for any purpose connected with the affairs of the Club, within twenty-one (21) days from the date of the deposit of the requisition.

3. Participation/Holding by Electronic Means – Any person entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting if the Club makes such means available. A person so participating in a meeting is deemed to be present at the meeting. The Board or Members, as the case may be, may determine that the meeting be held entirely by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting.

4. Notice – Written or electronic notice of the date of the Annual Meeting of the Members will be given to all Members in good standing, Directors, and the Auditor (if appointed) at least twenty-one (21) days and not more than fifty (50) days prior to the date of the meeting. A further notice will be provided ten (10) days prior to the date of the meeting containing a proposed agenda and reasonable information to permit Members to make informed decisions.

5. Waiver of Notice – Any person who is entitled to notice of a meeting of the Members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called in accordance with these By-laws.

6. Error or Omission in Giving Notice – No error or omission in giving notice of any meeting of the Members shall invalidate the meeting or make void any proceedings taken at the meeting.

7. Proposal – Any Member may raise special business at a meeting of the Members, in the form of a proposal, for the nomination of Directors, amendment of By-laws, or for general discussion, provided the proposal contains the name and address of the member, a statement of less than 200 words in support of the proposal, and is submitted to the Club at least ninety (90) days prior to the anniversary date of the previous Annual Meeting.

8. Proposal Rejection – The Club is not required to comply with a Member proposal if it has been submitted fewer than ninety (90) days prior to the anniversary date of the previous Annual Meeting, if it is clearly for the Member’s personal gain or for redressing a personal grievance against the Club or its Directors, or if a substantially similar proposal was submitted within the previous two years.

9. Quorum – Four voting Members present will constitute a quorum. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

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

11. Adjournments – With the majority consent of the Members present and after quorum is ascertained, the Members may adjourn a meeting of Members and no notice is required for continuation of the meeting if the meeting is held within thirty (30) days. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

12. Attendance – The only persons entitled to attend a meeting of the Members are the Members, the parents or guardians of a Member if the Member is younger than 18 years old, the Directors, the auditors of the Club, and any other person may be admitted only if invited by the Chair or with the majority consent of the Members present.

13. Chair – The President will be the Chair of all meetings of Members unless another individual is designated by the President or appointed by the Board and approved by an Ordinary Resolution of the voting Members in attendance.

Voting at Meetings of Members

[SKATE MANITOBA RECOMMENDS THAT EACH MEMBER RECEIVE A VOTE]

14. Voting Rights – Members in good standing at the time of the meeting of the Members at which a vote is to be taken have the following voting rights at all meetings of the Members:

1. Athlete Members have one vote each.

[PARENTS/GUARDIANS VOTE ON BEHALF OF MINOR ATHLETES]

15. Voting Powers – Each voting Member votes on every issue. Voting Members who are 18 years old or older at the time of the meeting of the Members may exercise their own vote. Voting Members who are younger than 18 years old at the time of the meeting may have their vote exercised at meetings of Members by a parent or guardian. For clarity, a parent or guardian with multiple children registered with the Club who are younger than 18 years old may exercise one vote per child. Also, two parents/guardians of the same child who is registered with the Club and who is younger than 18 years old may both attend a meeting of the Members but may only exercise one vote.

16. Record Date for Voting – The Board may set a date as the record date for the purpose of determining Members entitled to vote at any meeting of Members. The record date must not precede the date on which the meeting is to be held by more than ten (10) days. If no record date is set, the record date is 5:00pm on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

17. Proxy Voting – Every Member entitled to vote at a meeting of Members may, by means of a proxy, appoint a proxy holder to attend and vote on behalf of the Member. The proxy holder need not be a Member. A proxy must:

1. Be signed by the Member;
2. Comply with the format stipulated by the Club; and
3. Be submitted to the Registered Office of the Club at least two (2) business days prior to the meeting of the Members

18. Voting by Mail or Electronic Means – A Member may vote by mail, or by telephonic or electronic means if:

1. The Club has made available a procedure that permits voting by mail, telephonic, or electronic means;
2. The votes may be verified as having been made by the Member entitled to vote; and
3. The Club is not able to identify how each Member voted.

19. Determination of Votes – Votes will be determined by a show of hands, orally, or electronic ballot, except in the case of elections which require a secret ballot, unless a secret or recorded ballot is requested by a Member.

20. Majority of Votes – Except as otherwise provided in these By-laws, an Ordinary Resolution will decide each issue. In the case of a tie, the issue is defeated.

ARTICLE IV                GOVERNANCE

[SKATE MANITOBA RECOMMENDS EITHER AN OPERATIONAL BOARD (9-13 DIRECTORS) OR A GOVERNANCE BOARD (5-9 DIRECTORS)]

Composition of the Board

1. Directors – The Board will consist of between nine (9) and thirteen (13) Director-at-Large positions.

[OR]

2. Directors – The Board will consist of between five (5) and nine (9) Director-at-Large positions.

3. Directors-at-Large – Directors-at-Large may be appointed, by the Board, to serve as Officers (see: Article V) and/or Directors of various portfolios related to the operations of the Club (e.g., Competition Director, Communications Director, Sponsorship Director, etc.). Directors-at-Large may have more than one portfolio and may be assigned and removed duties by Ordinary Resolution of the Board.

4. Board Observer – An individual (such as the staff of the Club and/or Key Volunteers) may be invited to serve as a Board Observer and attend meetings of the Board in a non-voting capacity provided the individual is interested in serving in the position and has been approved by Ordinary Resolution of the Board. Board Observers are not Directors and may be asked to leave a meeting (or part of a meeting) of the Board at the discretion of the Board at any time.

5. Number of Directors – Prior to a meeting of the Members at which Directors will be elected, the Board will determine the number of Directors-at-Large on the Board provided that:

1. The number of Directors-at-Large plus the number of other Directors present on the Board, or elected at the meeting, does not exceed the maximum number of Directors specified in the Articles;
2. The number of Directors-at-Large plus the number of other Directors present on the Board, or elected at the meeting, does not fall below the minimum number of Directors specified in the Articles;
3. The number of Director-at-Large positions is at least five (5) and no more than nine (9) [OR] at least nine (9) and no more than thirteen (13); and

1. The determination of the number of Director-at-Large positions on the Board does not have the effect of shortening the term of a sitting Director.

Eligibility of Directors

6. Eligibility – To be eligible to serve as a Director, an individual must:

1. Be eighteen (18) years of age or older;
2. Not be a paid employee of the Club;
3. Have not been declared incapable by a court in Canada or in another country; and
4. Not have the status of bankrupt.

Election of Directors

7. Nominations Committee – The Board may appoint a Nominations Committee. If appointed, The Nominations Committee will be responsible to solicit and receive nominations for the election of the Directors.

8. Nomination – Any nomination of an individual for election as a Director will:

1. Include the written consent of the nominee by signed or electronic signature;
2. Comply with the procedures established by the Nominations Committee (if appointed); and
3. Be submitted to the Registered Office of the Club ten (10) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board.

9. Nominations from the Floor – An individual will be permitted to be nominated from the floor at a meeting of the Members if there is no candidate nominated in accordance with these By-laws. Such nomination will require a nominator and seconder from the voting Members present and will also require the attendance at the meeting and verbal or written acceptance of the nomination by the individual.

10. Circulation of Nominations – Valid nominations will be circulated to Members at the Annual Meeting prior to the elections.

11. Election – At each meeting of the Members at which elections are held, elections will be held for any Director position for which the incumbent Director’s term is expiring and/or any Director position that is vacant.

[SKATE MANITOBA RECOMMENDS STAGGERED ELECTIONS]

12. Staggered Election – To the greatest extent possible, half the number of Directors will be elected at each Annual Meeting of Members on a rotational basis.

13. Director-at-Large Elections – Elections will be decided by Ordinary Resolution of the Members in accordance with the following:

1. Equal number of Nominations and Available Positions – Winners elected by Ordinary Resolution.
2. More Nominations than Available Positions – The nominee(s) receiving the greatest number of votes and an Ordinary Resolution will be elected. 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 nominees than positions, the nominee receiving the fewest votes will be deleted from the list of nominees until there remains the appropriate number of nominees for the position(s) or until a winner is declared.

14. Key Volunteer Positions – The Board may create Key Volunteer Positions at their discretion as deemed necessary. Key Volunteers may be invited to attend meetings of the Board, but are not Directors and do not have a vote at meetings of the Board.

15. Post-Election Eligibility – An elected Director who does not meet the eligibility requirements for election as a Director will have fourteen (14) days to become eligible for the position or will be removed as a Director of the Club.

[SKATE MANITOBA RECOMMENDS THAT DIRECTORS SERVE A TERM OF 2 YEARS]

16. Terms – Directors will serve terms of two (2) years and will hold office until they or their successors have been duly elected in accordance with these By-laws, unless they resign, or are removed from or vacate their office.

17. Director Consent and Registration – An individual who is elected or appointed to be a Director must register with the Club as a Director, must sign all required documents presented by the Club, and must consent in writing to hold office as a Director before or within ten (10) days of their election or appointment. Any individual who does not provide consent within the time limit is not a Director and is deemed not to have been elected or appointed to hold office as a Director. The requirement to consent does not apply to a Director who is re-elected or reappointed when there has been no break in their term of office.

Resignation and Removal of Directors

18. Resignation – A Director may resign from the Board at any time by presenting their notice of resignation to the Club. This resignation will become effective the date on which the notice is received by the Club or at the time specified in the notice, whichever is later. When a Director who is subject to a disciplinary investigation or action of the Club resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.

19. Vacate Office – The office of any Director will be vacated automatically if:

1. The Director resigns;
2. The Director does not meet the eligibility requirements for election as a Director within fourteen (14) days of being elected;
3. The Director fails to consent in writing to hold office as a Director within ten (10) days of their initial election or appointment;
4. The Director is found by a court to be incapable;
5. The Director becomes bankrupt; or
6. The Director dies.

20. Removal – An elected Director may be removed by Ordinary Resolution of the Members at a Special Meeting of the Members provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting.

Filling a Vacancy on the Board

21. Vacancy – When the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the position for the remainder of the term. Alternatively, the Board may decide, by Ordinary Resolution, that one or more Directors will execute the duties of the vacant Director position for the remainder of the unexpired term.

Meetings of the Board

22. Call of Meeting – A meeting of the Board will be held at any time and place as determined by the President or by written requisition of at least three (3) Directors.

23. Chair – The President will be the Chair of all meetings of the Board unless another individual is designated to be the Chair by the President. In the absence of the President, or if the meeting of the Board was not called by the President, the Board will appoint an individual to Chair the meeting.

24. Notice – Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least five (5) days prior to the scheduled meeting. Notice served by mail will be sent at least ten (10) days prior to the meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Club.

25. Board Meeting with New Directors – For a first meeting of the Board held immediately following the election of Directors at a meeting of the Members, or for a meeting of the Board at which a Director is appointed to fill a vacancy on the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director(s).

26. Quorum – At any meeting of the Board, quorum will be a majority of Directors.

27. Voting – Each Director is entitled to one vote. Voting will be by a show of hands, written, or orally unless at least one (1) Director present requests a secret ballot. Resolutions will be passed by Ordinary Resolution. In the case of a tie, the resolution is defeated.

28. No Alternate Directors – No person shall act for an absent Director at a meeting of the Board.

29. Written Resolutions – A resolution in writing signed by all the Directors is as valid as if it had been passed at a meeting of the Board.

30. Attendance at Meetings – Meetings of the Board will be closed to Members and the public except by invitation of the Board.

31. Meetings by Telecommunications – A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting. Additionally, for an in-person meeting of the Board, a Director may, if all the Directors of the Club consent, participate in a meeting of the Directors by telephonic or electronic means provided that all participants are able to adequately communicate during the meeting.

Duties of Directors

32. Standard of Care – Every Director will:

1. Act honestly and in good faith with a view to the best interests of the Club; and
2. Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Powers of the Board

33. Powers of the Club – Except as otherwise provided in these By-laws, the Board has the powers of the Club and may delegate any of its powers, duties, and functions.

34. Empowered – The Board is empowered, including but not limited to:

1. Make policies and procedures or manage the affairs of the Club for the purpose of furthering the objects and purposes of the Club in accordance with these By-laws;
2. Make policies and procedures relating to the discipline of Members, and have the authority to discipline Members in accordance with such policies and procedures;
3. Make policies and procedures relating to the management of disputes within the Club and deal with disputes in accordance with such policies and procedures;
4. Employ or engage under contract such persons as it deems necessary to carry out the work of the Club;
5. Appoint Key Volunteers with duties and responsibilities as described by the Board;
6. Determine registration procedures, determine membership fees, and determine other registration requirements;
7. Enable the Club to receive donations, benefits, bequests, distribution of investment capital and income for the purpose of furthering the objects and purposes of the Club;
8. Make expenditures for the purpose of furthering the objects and purposes of the Club;
9. Invest funds for the purpose of furthering the objects and purposes of the Club;
10. Manage the Club’s assets and resources expenditures for the purpose of furthering the objects and purposes of the Club;
11. Borrow money upon the credit of the Club as it deems necessary in accordance with these By-laws; and
12. Perform any other duties from time to time as may be in the best interests of the Club.

ARTICLE V                OFFICERS

[SKATE MANITOBA RECOMMENDS THE FOLLOWING OFFICERS]

1. Composition – The Officers will be the President, Vice President, and Secretary/Treasurer.

2. Term – The term of the Officers will be at least one (1) year, up until the balance of the Director’s term, or until they or their successors are elected or appointed.

3. Election – The Officers of the Club will be elected by the Board of Directors and must be Directors. At the first meeting of the Board of Directors held following the election of new Directors, the Directors will elect Officers for whichever positions are vacant. They shall take office immediately.

4. Voting – Directors may nominate themselves for any Officer position. Elections will begin with the election for President. Once a Director is elected to an Officer position, they may not nominate themselves for another Officer position. Elections will be decided by majority vote of the Directors in accordance with the following:

1. One Valid Nominee for an Office – Winner declared by acclamation.
2. Two or More Valid Nominees for an Office – Winner is the nominee receiving the greatest number of votes. In the case of a tie, a runoff vote will be conducted. Only those nominees who were tied for the greatest number of votes will appear on the run-off ballot. The nominee receiving the greatest number of votes will be declared the winner. Additional runoff votes may occur if required.

5. Duties – The duties of Officers are as follows:

1. The President will be the chair of the Board, will preside at the Annual and Special Meetings of the Club and at meetings of the Board unless otherwise designated, will be the official spokesperson of the Club, will oversee and supervise office staff, and will perform such other duties as may from time to time be established by the Board.

2. The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President, and will perform such other duties as may from time to time be established by the Board.

3. The Secretary/Treasurer will be responsible for the documentation of all amendments to the Club’s By-laws, will ensure that all official documents and records of the Club are properly kept, cause to be recorded the minutes of all meetings, will prepare and submit to each meeting of the Members and other meetings a report of all activities since the previous meeting of the Members or other meetings, will give due notice to all Members of the meeting of the Members of the Club, will, subject to the powers and duties of the Board, keep proper accounting records, will cause to be deposited all monies received by the Club in the Club’s bank account, will supervise the management and the disbursement of funds of the Club, when required will provide the Board with an account of financial transactions and the financial position of the Club, will prepare annual budgets, and will perform such other duties as may from time to time be established by the Board.

6. Delegation of Duties – At the discretion of the Officer and with approval by Ordinary Resolution of the Board, any Officer may delegate any duties of that office to appropriate staff or committee of the Club, or to another Officer or Director.

7. Other Officers – The Board may determine other Officer positions and appoint individuals to fill those positions. Other Officers need not be Directors and would not be members of the Board.

8. Removal – An Officer may be removed by Ordinary Resolution at a meeting of the Board, provided the Officer has been given notice of and the opportunity to be present and to be heard at the meeting where such Ordinary Resolution is put to a vote. Removal from an Officer position does not automatically mean the individual is removed from their Director position (when applicable).

9. Vacancy – Where the position of an Officer becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office.

ARTICLE VI                COMMITTEES

Committees

1. Appointment of Standing and Ad-Hoc Committees – The Board may appoint such standing and ad-hoc committees as it deems necessary for managing the affairs of the Club. The Board may appoint and remove members of these committees or provide for the election of members of these committees, may prescribe the duties and terms of reference of these committees, and may delegate to any of these committees any of its powers, duties, and functions.

[OPTIONALLY, AN EXECUTIVE COMMITTEE CAN BE ESTABLISHED]

2. Executive Committee – The Executive Committee will be composed of the Officers. The Board may delegate any of its powers and functions to the Executive Committee, which will have the authority to oversee the implementation of the Club’s policies and procedures during intervals between meetings of the Board. Decisions of the Executive Committee will be ratified by the Board at the next meeting of the Board.

3. Committee Limitations – No Committee, including the Executive Committee, has authority to:

1. Submit to the Members any question or matter requiring approval of the Members;
2. Fill a vacancy among the Directors or appoint additional Directors;
3. Issue debt obligations except as authorized by the Board;
4. Approve any financial statements;
5. Adopt, amend or repeal the By-laws; or
6. Establish contributions to be made, or fees to be paid, by Members without the approval of the Board.

4. Composition – The Board may appoint and remove Directors, Key Volunteers, or any other individual to or from a standing or ad-hoc committee at any time and for any reason.

5. President Ex-officio – The President will be an ex-officio and non-voting member of all standing and ad-hoc committees of the Club.

6. Debts – No committee will have the authority to incur debts in the name of the Club.

ARTICLE VII                FINANCE AND MANAGEMENT

1. Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the Club will be Aug.1st-July 31st

2. Bank – The banking business of the Club will be conducted at such financial institution as the Board may determine.

3. Auditors – At each Annual Meeting the Members may appoint an auditor to audit the books, accounts and records of the Club. The auditor will hold office until the next Annual Meeting.

4. Annual Financial Statements – The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Club of the last fiscal year of the Club but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting.

5. Books and Records – The necessary books and records of the Club required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to:

1. The Club’s By-laws;
2. The minutes of meetings of the Members and of any committee of Members;
3. The resolutions of the Members and of any committee of Members;
4. The minutes of meetings of the Directors or any committee of Directors;
5. The resolutions of the Directors and of any committee of Directors;
6. A register of Directors;
7. A register of Officers;
8. A register of Members; and
9. Account records adequate to enable the Directors to ascertain the financial position of the Club on a quarterly basis.

6. Minutes of meetings of the Board and Board Resolutions – Minutes of meetings of the Board and Board Resolutions are confidential and may only be open for inspection by Members in good standing by request to the Board.

7. Signing Authority – The signing authority of the Club shall be vested in the Officers of the Club and such other persons as the Board, by Ordinary Resolution, may authorize in specific instances. The signatures or electronic authorization of any two (2) of these Officers or persons shall be required on any financial instrument of the Club.

8. Property – The Club may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine. Authorization of the acquisition, lease, sale, or otherwise dealing with real property transactions shall require the approval of a Special Resolution by the Members.

9. Borrowing – The Club may borrow funds under such terms and conditions as the Board may determine.

Remuneration

10. No Remuneration – All Directors, Officers and members of committees will serve their term of office without remuneration (unless approved at a meeting of the Members) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a committee from providing goods or services to the Club under contract or for purchase. Any Director or member of a committee will disclose the conflict/potential conflict in accordance with these By-laws.

Conflict of Interest

11. 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 the Club 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.

ARTICLE VIII                SKATE CANADA REQUIREMENTS

1. Requirements – The Club will adhere to Skate Canada’s Skate Canada Club and School Operating Requirements, as may be updated from time to time. See: SCHEDULE 1.

ARTICLE IX                AMENDMENT OF BY-LAWS

1. Voting – Subject to Article XIII (when applicable), these By-laws may only be amended, revised, repealed or added to by:

1. Ordinary Resolution of the Board. The new, amended, or revised By-law is effective until the next meeting of the Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution. A new, amended, or revised By-law that is not ratified by the Members ceases to have effect and no new By-law of the same or like substance has any effect until ratified at a meeting of the Members; or
2. A Member entitled to vote who may make a proposal to make, amend, or repeal a By-law which requires at least sixty (60) days’ notice. The new, amended, or repealed By-law will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution.

ARTICLE X                NOTICE

1. Written Notice – In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, electronic mail or courier to the address of record of the individual, Director, Officer, or Member, as applicable. It is the obligation of the Director, Officer or Member (as applicable) to provide a current address for notification under this provision to the Board.

2. Date of Notice – Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post-marked.

3. Error in Notice – The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the meeting.

ARTICLE XI                DISSOLUTION

1. Dissolution – Upon dissolution of the Club and after payment of all debts and liabilities, its remaining property shall be distributed to charitable organizations which carry on their work solely in the province of Manitoba.

ARTICLE XII                INDEMNIFICATION

1. Will Indemnify – The Club will indemnify and hold harmless out of the funds of the Club each Director and any individual who acts at the Club’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Club’s request in a similar capacity.

2. Will Not Indemnify – The Club will not indemnify a Director or any individual who acts at the Club’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon. For further clarity, the Club will not indemnify an individual unless:

1. The individual acted honestly and in good faith with a view to the best interests of the Club; and
2. If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.

3. Insurance – The Club will maintain in force Directors and Officers liability insurance at all times.

ARTICLE XIII                REGISTERED PARTICIPANTS

1. Registered Participants – The Club has the following categories of Registered Participants, who are not necessarily Members, but who must register with the Club and pay fees as determined by the Board (or, if the Registered Participant is younger than 18 years old, who must have a parent/guardian register and pay fees on behalf of the Registered Participant):

1. Athlete – An individual who participates with the Club as a skater.
2. Coach – An individual who participates with the Club as a coach, manager or trainer.
3. Volunteer – An individual who provides volunteer services to the Club.

Term

2. Year – Unless otherwise determined by the Board, the registration term of Registered Participants begins on the date the Board accepts the Registered Participant’s registration and ends on July 31st or when the Registered Participant resigns or is terminated from registration.

Fees

3. Fees – Registered Participant fees will be determined annually by the Board.

4. Deadline – Registered Participants will be notified in writing of the fees payable, and if they are not paid by the date specified by the Board, the Registered Participant in default will automatically cease to be a Registered Participant with the Club.  

Discipline

5. Discipline – A Registered Participant may be suspended or expelled from the Club in accordance with the Club’s By-laws, policies, and procedures relating to discipline of Registered Participants.

6. May Not Resign – A Registered Participant may not resign from the Club if the Registered Participant is subject to disciplinary investigation or action.

Status

7. Expulsion and Resignation –  A Registered Participant ceases to be a Registered Participant if:

1. The Registered Participant fails to maintain any of the qualifications or conditions of being a Registered Participant described in Section 14.1;
2. The Registered Participant resigns from the Club by giving written notice to the Club in which case the resignation becomes effective on the date specified in the resignation. The Registered Participant will be responsible for all fees payable until the actual withdrawal becomes effective;
3. The Registered Participant fails to pay fees owed to the Club by the deadline dates prescribed in Section 14.4;
4. The Registered Participant fails to comply with Club’s registration policies or applicable policies;
5. The Registered Participant’s term of registration expires; or
6. The Club is liquidated.

Good Standing

8. Definition – A Registered Participant with the Club will be in good standing provided that the Registered Participant:

1. Has not ceased to be a Registered Participant;
2. Has not been suspended, resigned or been expelled, or had other restrictions or sanctions imposed;
3. Has completed and remitted all documents as required by the Club;
4. Has complied with the By-laws, policies, procedures, rules and regulations of the Club;
5. Is not subject to a disciplinary investigation or action by the Club, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
6. Has paid all required fees to the Club.

9. Cease to be in Good Standing – Registered Participants who cease to be in good standing may have privileges suspended and will not be entitled to the benefits and privileges of registration until such time as the Board is satisfied that the Registered Participant has met the definition of good standing.

ARTICLE XIV                 ADOPTION OF THESE BY-LAWS

1. Ratification – These By-laws were ratified by the Members of the Club at a meeting of Members duly called and held on Feb.11th, 2025.

2. Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Club repeal all prior By-laws of the Club provided that such repeal does not impair the validity of any action done pursuant to the repealed By-laws.

SCHEDULE 1 – SKATE CANADA CLUB AND SCHOOL OPERATING REQUIREMENTS

This document provides the operating requirements to maintain a Skate Canada authorized figure skating club or school. All skating clubs and schools who are Members of Skate Canada in accordance with Skate Canada’s ByLaw must comply with these Operating Requirements which are subject to amendment from time to time.

Maintenance of In-Good-Standing Status

Once a club or school is established, to remain In-Good-Standing with Skate Canada, and to ensure any policies of insurance obtained by Skate Canada and applicable to the club or school are not compromised, the club or school must:

1. Deliver all Skate Canada programs in accordance with Skate Canada program standards.
2. Register all individuals participating in Skate Canada programs (including, without limitation, skaters, officials, club and school board members, administrators and authorized officers, on-ice and other volunteers, etc.) and pay Skate Canada club or school membership fees, and such other reasonable fees as required by the Skate Canada Section in which the club or school operates, within 30 days of initiating operations and each year thereafter at the commencement of the skating season.
3. Pay registrant fees promptly following the date of invoice by Skate Canada. In the event a club or school has not paid fees within 90 days of invoice by Skate Canada, the club or school shall be deemed in non-compliance with these Operating Requirements.
4. Pay assessment fees promptly following the date of invoice by Skate Canada. Assessments must be recorded promptly following evaluation.
5. Register the club board or list of authorized officers for all schools with Skate Canada promptly following the club or school registration and annually thereafter at the commencement of the skating season.
6. Ensure that the eligible status of all registrants is not jeopardized by any action of the club or school.
7. Monitor and ensure that all Skate Canada Coaches are In-Good-Standing in accordance with Skate Canada requirements and ensure that all Skate Canada Coaches are delivering program curriculum in accordance with current standards.
8. Remain operational with no gap in operations longer than 1 calendar year as determined by the skating season (Sept. 1 – Aug. 31) unless expressly authorized by Skate Canada.
9. Have complied with the terms of the National Safe Sport Program and any directive issued by Skate Canada or that of the Skate Canada Section in which the club or school operates which may have been issued to the club or school. This includes ensuring interim or permanent measures issued against any registrant or Skate Canada Coach are implemented and enforced.
10. Not have permanently changed operating locations (arenas) without receipt of permission to do so from Skate Canada and the Skate Canada Section in which the club or school operates. This does not preclude clubs or schools from operating in the same facility.
11. Maintain the initial name of the club or school authorized by Skate Canada. Prior authorization from Skate Canada and the Skate Canada Section in which the club or school operates for a name change is required. Such consent will not be unreasonably withheld.
12. Demonstrate compliance with the Policies, Procedures, and other operating requirements established by Skate Canada or the Skate Canada Section in which the club or school operates. For certainty, this includes providing constating documents, financial statements, and other organizational management documentation on reasonable request of Skate Canada or the Skate Canada Section. The club or school must also comply with all requirements of legislation pursuant to which the club or school was established.
13. Participate in any dispute resolution process required by either Skate Canada or Skate Canada Section to ensure conflicts are managed and resolved expeditiously.
14. Remain in compliance with all provincial/territorial regulatory requirements in the jurisdiction in which the club/school operates.

Each of the requirements above must be complied with for the club or school to retain In-Good-Standing status.

The Skate Canada Section in which the club/school operates has the authority to bring matters of non-compliance directly to Skate Canada’s attention for joint review and determination as to whether In-Good-Standing status has been compromised.

Consequences of Loss of In-Good-Standing Status

If a club or school is determined not to be In-Good-Standing, Skate Canada, in its sole discretion, may take such action or sanction as it deems necessary, which may include, without limitation, any, or all, of:

1. Prohibiting further registration of skaters to Skate Canada programs;
2. Prohibiting further assessments by club/school skaters;
3. Prohibiting the club or school from purchasing Skate Canada materials or merchandise;
4. Prohibiting the club/school from delivering Skate Canada programs and from using Skate Canada branding, marketing material and other intellectual property;
5. Prohibiting the club/school from accessing the Skate Canada Membership site;
6. Prohibiting the club/school from participating in Skate Canada or Skate Canada Section initiatives;
7. Redirecting registrants to other clubs/schools In-Good-Standing for ongoing programming;
8. Appointing coaches and/or administrators to carry out the operations of the club/school on an interim basis where permitted;
9. Prohibiting the club/school from participating and voting in the Skate Canada Annual General Meeting;
10. Imposing a financial penalty up to and including $1,500; and/or
11. Removing the club/school’s authorization to operate as a Skate Canada authorized club/school.

The Skate Canada Section in which the club/school operates shall be consulted on the appropriate course of action or consequence to impose on the club/school that is determined to have lost the In-Good-Standing Status.

All clubs and schools will be afforded a reasonable opportunity to remedy any breach or deficiency of these Operating Requirements prior to the implementation of any consequence for non-compliance. In addition, the Skate Canada Section in which the club or school operates shall be included in all discussions with the club or school and Skate Canada where non-compliance with these Operating Requirements is under consideration.

Consequence for breaches pursuant to these Operating Requirements shall escalate if the club or school fails to take the appropriate action to remedy a breach. Written notice specifying the course of action by Skate Canada and the Skate Canada Section in which the club or school operates shall be delivered to the club or school by email outlining the progressive course of action.

Reinstatement of In-Good-Standing Status

To be reinstated following the loss of In-Good-Standing status, Skate Canada may, in its sole discretion, require the club or school to:

1. Pay all outstanding registration and assessment fees to Skate Canada;
2. Register club board listing or provide updated school authorized officers;
3. Resubmit club or school application form with new organization name and/or new organization operating location (arena address), if applicable; and/or
4. Pay such additional financial penalties as Skate Canada determines appropriate,

prior to the In-Good-Standing status being restored. Once all required action is taken by the club or school, the In-Good-Standing status will be confirmed by Skate Canada.