Article 1: Definitions
1.1 In these By-laws, unless there is something in the subject or context inconsistent there-with:
1.1.1 “Society” means Curl Atlantic as registered with the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act
1.1.2 “Provincial Curling Association” means any one or all of the following:
18.104.22.168 New Brunswick Curling Association
22.214.171.124 Newfoundland and Labrador Curling Association
126.96.36.199 Nova Scotia Curling Association
188.8.131.52 Prince Edward Island Curling Association
1.1.3 “Member Organization” means any Provincial Curling Association which has been accepted into membership in the Society
1.1.4 “Affiliate Member” means any registered Member Club within, and as defined by, a Member Organization
1.1.5 “Voting Member” means an official delegate of a Member Organization and/or a member of the Board of Directors
1.1.6 “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act
1.1.7 “Special Resolution” means a resolution passed by not less than three-fourths of such members entitled to vote as are present at a general meeting of which notice, as required, specifying the intention to propose the resolution as a special resolution has been given
1.1.8 “Board” means the Board of Directors, comprised of Officers and Directors of the Society
1.1.9 “Director” means any member of the Board of Directors
1.1.10 “Chair” refers to either the Chairman or Chairwoman as the case may be
Article 2: Membership
2.1 The subscribers to the Memorandum of Association, and such other persons as shall be admitted to membership in accordance with these by-laws, and none others, shall be members of the Society
2.2 All organized Provincial Curling Associations shall be eligible for membership in the Society
2.3 Application for membership shall;
2.3.1 Be in writing, duly signed by the proper officers of the Provincial Curling Association
2.3.2 State that the applicant agrees to pay dues assessed as herein provided
2.3.3 Abide by the by-laws of the Society and
2.3.4 Be forwarded to the registered office of the Society for consideration
2.4 Provincial Curling Associations shall become members of the Society upon approval of the Board of Directors.
2.5 A Member Organization that has met its financial responsibilities to the Society, abides by the by-laws of the Society, and complies with its rules and regulations shall be in good standing.
2.6 The membership of any Member Organization may be terminated by a vote of three-quarters of the Board in attendance and voting at a Special General Meeting in the event that:
2.6.1 Prescribed fees or assessments are unpaid; or
2.6.2 By-laws or regulations of the Society are not followed; or
2.6.3 The Provincial Curling Association ceases operation provided that, in case of termination for non-payment of fees or assessments, such Member Organization shall be automatically reinstated if, within sixty (60) days after termination, the Member Organization pays to the Society all arrears to date of reinstatement. After sixty days of termination for non-payment of fees, a Provincial Curling Association must re-apply for membership.
2.7 Any Member Organization may resign from the Society by written notice addressed to the Secretary of the Society. Such resignation shall be effective upon receipt, but shall not discharge, however, the resigning affiliate from the obligation to pay the Society any assessments that are due and unpaid.
2.8 “Affiliate Member” has:
2.8.1 The right to attend any General Meeting of the Society as an observer
2.8.2 Participate in all activities organized or run by the Society in accordance with the rules of the activity; and,
2.8.3 To host activities organized or run by the Society
Article 3: Fees and Assessments
3.1 The Board of Directors shall, from time to time, and in consideration of the best interests of the Society, recommend fees, assessments, and schedules of payment for membership in the Society at any Annual General Meeting.
3.2 Affiliate Member Fee: To de determined from time to time by the Board of Directors of Curl Atlantic.
Article 4: Fiscal Year
4.1 The Fiscal Year of the Society shall be the period from November 1st in any year to October 31st in the following year.
Article 5: Meetings
5.1 The Annual General Meeting of the Society shall be held within ninety (90) days of the end of the Fiscal Year of the Society
5.2 A Special General Meeting of the Society may be called at any time by a majority of the Directors, and shall be called by the Directors if requested in writing by at least fifty percent (50%) of the Member Organizations in good standing at the time of presentation of the request. Any such request must specify the business to be conducted at the meeting.
5.3 In the case of an Annual or Semi-annual General Meeting of the Society, thirty (30) days’ notice of meeting is required, while a Special General Meeting requires fourteen (14) days’ notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a Special General Meeting; the nature of such business shall be given to the Voting Members.
Notice shall be given in writing and by sending it through either the post in a prepaid letter or electronically addressed to each Member Association at its last known contact address. Any notice shall be deemed to have been given two (2) days subsequent to the date of posting in the ordinary course. Proof of such service shall be sufficient by statement that the notice is properly addressed. Non-receipt of such notice shall not invalidate the proceedings at any General Meeting.
5.4 At each general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:
5.4.1 Minutes of preceding general meeting
5.4.2 Consideration of business arising from the minutes
5.4.4 Consideration of the report of the Directors
5.4.5 Consideration of the financial statements
5.4.7 Elections to the Board of Directors, as required
5.4.8 New business
5.4.9 Appointment of auditors
5.5 No business shall be transacted at any meeting of the Society unless a quorum of members is present at the commencement of such business. Such quorum shall consist of
5.5.1 Not less than five (5) Voting Members of the Society
5.6 If, within one-half hour from the time appointed for any meeting of the Society, a quorum of Voting Members is not present, the meeting shall stand adjourned to such time and place as the majority of the Voting Members then present shall direct, consistent with the period of notice of meeting as provided in these By-laws. The number of Voting Members attending the rescheduled meeting will constitute a quorum.
5.7 The Chair of the Society shall preside at every general meeting of the Society. If there is no Chair or if at any meeting the Chair is not present at the time of holding same, the Vice-chair shall preside. If there is no Chair or Vice-chair or if at any meeting neither the Chair nor Vice-chair is present, the members present shall choose someone of their number to preside for such meeting. The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place, unless such notice of new business is given to the Member Clubs and Board of Directors.
5.8 The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these By-laws and any special rules of order the society may adopt.
Article 6: Votes of Members
6.1 Power to act and vote on any matter shall reside in the Voting Members of the Society.
6.2 Each Provincial Curling Association in good standing shall be entitled to appoint up to two (2) official delegates to any meeting of the Society, each of whom may cast one (1) vote on any matter before the meeting, provided they are present at such meeting. Proxy votes shall be permitted
6.3 Every Provincial Curling Organization or Affiliate Member in good standing shall be permitted to attend and participate in discussion, if invited, at any meeting of the Society, but only official delegates may vote at any meeting of the Society.
6.4 A Voting Delegate who wishes to resign from the Association shall submit their resignation to their Member Organization, who shall then inform the Association of such, and subsequently appoint a replacement.
6.5 During the time when the Voting Delegate has resigned and a replacement has not yet been appointed, the remaining Voting Delegate from that Member Organization shall have both their own vote, and a proxy vote.
6.6 The Chair at any meeting of the Society shall have one (1) vote and in the case of an equality of votes, the Chair shall have the casting vote.
6.7 At any general meeting, unless a poll is demanded by at least five (5) Voting Members, a declaration by the Chair that a resolution has been carried and an entry to that effect in the proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution. If a poll is demanded in manner aforesaid, the same shall be taken in such manner as the Chair may prescribe and the result of such poll shall be deemed to be a resolution of the Society.
Article 7: Directors and Officers
7.1 The Society shall have a Board of Directors consisting of a Chair, Vice-chair, Secretary and/or Treasurer, and not more than four (4) Directors.
7.2 The Chair, Vice-chair, Secretary and/or Treasurer shall be Directors and Officers of the Society.
7.3 Any member in good standing of any Member Club of any Provincial Curling Association, and only those, shall be eligible to serve as a Director of the Society.
7.4 Each Member Organization in good standing shall appoint up to a maximum of two (2) Directors who shall serve for such time as the appointing Member Organization shall determine.
7.5 All Directors shall hold office in good faith and without remuneration, except that expenses incurred may be reimbursed according to established policy of the Board of Directors.
7.6 The Officers of the Society shall each be elected for a one (1) year term by a simple majority vote from amongst the serving Directors of the Society. Any Officer of the Society shall be permitted to stand for re-election in the normal course following the conclusion of their one (1) year term.
7.7 The Executive Director of Curl Atlantic and the Canadian Curling Association’s Board of Governor member residing closest to the offices of the Society shall both serve as “ex officio” members.
7.8 The Board of Directors shall, not later than February 1st of each year, establish a Nominating Committee for the purpose of identifying prospective Directors and obtaining their agreement to stand for election. The Nominating Committee shall;
7.8.1 Determine the intentions of the current Directors with respect to serving in the coming year
7.8.2 Identify the positions to be filled
7.8.3 Identify prospective Directors and obtain their consent to be nominated, and
7.8.4 Submit their report, in writing, to the Secretary not later than forty-five (45) days before the annual meeting of the Society, at which time nominations shall cease.
7.9 Positions for which there is only one nominee shall be declared filled by acclamation. Positions for which there is more than one nominee shall be filled by election at the Annual General Meeting.
7.10 The Secretary shall prepare ballots containing the names of the nominees. One ballot shall be given to each Voting Member present at the General Meeting, who shall clearly mark the ballot to indicate their choice. If a majority vote is not attained after any vote, the nominee with the least number of votes shall be removed from the ballot and a subsequent vote shall be held until a candidate attains a majority.
7.11 A Director may not be removed from office. The appointing Member Organization may recall a Director by resolution of the Board of Directors of the Society if they:
7.11.1 Are absent without just cause from two consecutive meetings of the Board of Directors
7.11.2 Fail to carry out their duties
7.11.3 Conduct themselves in a manner detrimental to the Society
7.11.4 Cease to be a member in good standing of a Member Club of the Provincial Curling Association
7.12 A Director or Officer so removed from office may appeal the decision in accordance with the appointing Provincial Curling Association’s appeal procedures, if any.
7.13 In the event that an Officer or Director resigns office, ceases to be eligible for office, or is removed from office by resolution, such office shall be declared vacated. The vacancy created may be filled by appointment by the Member Organization.
7.14 The Chair shall have general supervision of the activities of the Society, chair meetings of the Society, and perform such duties as may be assigned by the Board of Directors from time to time
7.15 The Vice-chair shall, at the request of the Board and subject to its directions, perform the duties of the Chair during the absence, illness or incapacity of the Chair or during such period as the Chair may request.
7.16 The Secretary of the Society shall keep the minutes of the meetings of both the Society and the Directors, maintain custody of books and records and perform such other duties as may be assigned by the Board of Directors. The Board of Directors may, if required, appoint a temporary substitute for the Secretary who shall, for the purpose of these By-laws, be deemed to be the Secretary.
7.17 The Treasurer shall maintain the accounts of the Society, receive and disburse funds according to the fiscal policies of the Society, and carry out such duties as the Board of Directors may assign. The Board of Directors may, if required, appoint a temporary substitute for the Treasurer who shall, for the purpose of these By-laws, be deemed to be the Treasurer.
Article 8: Powers of Directors
8.1 The management of the activities of the Society shall be vested in the Directors who, in addition to the powers and authorities by these by-laws or otherwise specially conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in a General Meeting.
8.2 Without restricting the generality of the foregoing, the Board of Directors shall have and may exercise the following powers on behalf of the Society:
8.2.1 To acquire, purchase, lease, sell, mortgage and convey all real and personal property, subject to the provisions of these By-laws and the Societies Act
8.2.2 To borrow or raise money by way of bank overdraft, promissory note, the issue of bonds, debentures or other obligations or securities in the name of the Society, or by mortgage pledge or charge of all or any part of the property or undertaking of the Society upon such terms as the Board of Directors may deem expedient and to purchase, redeem or pay off any of the same, subject to the provisions of the herein By-laws and the Societies Act
8.2.3 To erect, purchase, repair, improve, construct, maintain, alter, sell or dispose of any building structures, equipment or furnishings, the property of the Society
8.2.4 To make and enter into contracts, bonds, engagements, and agreements to collect all monies due the Society or that may become due to it, to bring and defend all actions in the corporate name of the Society in respect to all claims and demands due or owing by the said Society
8.2.5 To draw, make, accept, endorse, discount, execute, issue and deliver promissory notes, bills of exchange, cheques, receipts, bills of lading, and all other negotiable instruments
8.2.6 To invest and deal with the monies, securities, bequests or endowments of the Society not immediately required for the maintenance and administration in such manner as may from time to time be determined
8.2.7 To do any or all of the foregoing as principal or by means of its officers, trustees, servants or otherwise
8.2.8 The Board of Directors shall have charge of the planning and supervision of the financial affairs of the Society and, in particular, the receipt, custody, banking and disbursement of funds, the accounting, budget control, the preparation of annual budgets and estimates for the Society, and the collection of monies due the Society, the investment and/or re-investment of funds, transfer of securities, organization of appeals for current funds, and for the endowment of the work of the Society
8.2.9 The Board of Directors shall have the power to engage any and all paid staff and employees and determine the duties, responsibilities and remuneration of such persons
8.3 Funds of the Society shall only be invested in securities as contained in the Trustees Act of Nova Scotia, being Chapter 317 of the Revised Statutes of Nova Scotia (1967) and Amendments, thereto.
8.4 The Officers of the Society, or any number of them to a minimum of three (3), shall be empowered as signing officers of the Society for the purposes of executing cheques, contracts, and other documents. The signature of any two shall be required in all instances, except that regular expenses and invoices within the amounts previously approved by the Directors may be paid by an authorized member or employee of the Society, on his/her signature only, in individual amounts not exceeding one thousand dollars ($1,000.00).
Article 9: Committees
9.1 The Chair, at any meeting of the Board of Directors of the Society, may constitute and appoint such committee(s) as by a majority vote of those members present, are deemed necessary and expedient for the carrying out of the Society’s activities and objects.
9.2 The Board of Directors shall define the jurisdiction and duties of all committees and may appoint any additional or special committees as it sees fit at any time and without the consent of the members of the Society. These committees must be chaired or vice-chaired by a Board member.
Each committee must develop a set of policies and objectives governing their operation. This set of policies and objectives shall be submitted to the Board of Directors for approval and a copy kept by the Secretary. All amendments to these policies and objectives shall be submitted for approval of the Board of Directors.
9.3 A committee shall meet at the call of its chair, may appoint sub-committees for the carrying out of its work, shall not contract any indebtedness without authorization of the Board of Directors, and shall submit a report on its work to the Board of Directors or at meetings of the Society when required by the Board of Directors.
9.4 An Operations Committee comprised of the Chair, the Vice-chair, the Treasurer and the Executive Director ex officio shall be responsible for the operation of the Society between Board of Directors meetings as set down by policy. The Chair of the Society shall chair the Operations Committee.
Article 10: Review of Accounts
10.1 The Board of Directors shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet, statements of revenue, expenses and members’ equity.
10.2 An external accountant shall be appointed annually by the Society at its Annual General Meeting.
The external accountant shall review the balance sheet and statements of revenue, expenses, and members’ equity in accordance with generally accepted accounting standards for review engagements, including inquiry, analytical procedures and discussion.
The external accountant shall submit a written report on their review engagement that shall indicate any non-conformity, in any material respects, with generally accepted accounting principles. Such report shall be delivered at either the Annual General Meeting or the Semi-annual General Meeting immediately following the end of the Fiscal Year.
10.3 A copy of the balance sheet showing the general particulars of the Society’s liabilities and assets and a statement of its income and expenditures in the preceding year, signed by two Directors shall be filed with the Registrar within fourteen (14) days following the Annual or Semi-Annual General Meeting of the Society, together with a copy of the Review Engagement Report of the external accountant.
Article 11: Repeal and Amendment of By-Laws
11.1 The Society shall be empowered to repeal or amend any of these By-laws by a Special Resolution passed by a three-fourths majority at any general meeting.
Article 12: Indemnities to Directors and Others
12.1 Every Director or Officer of the Society, or other person having been duly authorized by Resolution of the Board of Directors, who has undertaken or is about to undertake any liability on behalf of the Society and their heirs, executors and administrators, and estate and effects respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Society, from and against:
12.1.1 All costs, charges and expenses whatsoever which such Director, Officer, or other persons sustains or incurs in or about any actions, suit or preceding which is brought, commenced or prosecuted against them or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them in or about the execution of the duties of their office; and
12.1.2 All other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.
Article 13: Miscellaneous
13.1 The Society shall file with the Registrar with its Annual Statement, a list of its Directors, with their addresses, occupations and dates of appointment or election, and within fourteen (14) days of a change of Directors, notify the Registrar of such change.
13.2 The Society shall file with the Registrar a copy, in duplicate, of every Special Resolution within fourteen (14) days after the resolution is passed.
13.3 Any authorized representative from any member organization at any reasonable time at the registered office of the Society may inspect the books and records of the Society.
13.4 The Society may create and maintain affiliations with other similar societies, clubs and organizations as are deemed prudent and advisable by the Society.
13.5 The Board of Directors may create, and amend from time to time, policies, procedures and regulations for the administration and operations of the Board of Directors and of the Society.
Curl Atlantic By-Laws – updated October 2014, approved January 2015