Navan Curling Club Bylaws

1.1 Purpose & Corporate Objectives

These Bylaws relate to the general conduct of the affairs of the Navan Curling Club Inc. (operating as the Navan Curling Club). The Corporation is carried on to promote, organize, and develop curling and related activities in the eastern part of the City of Ottawa (Village of Navan and surrounding area) without direct monetary gain for its members.

1.2 Corporate Colours & Seal

The Corporation’s official colours are burgundy and gold. The Corporation may adopt or change a corporate seal by Ordinary Resolution of the Board.

1.3 Governance Hierarchy

The Corporation is governed in strict order of hierarchy as follows:

1. The Ontario Not-for-Profit Corporations Act (ONCA);
2. The Corporation's Bylaws; and
3. The Corporation's policies, procedures, rules, and regulations.

All member and board meetings are conducted according to the most recent edition of Robert's Rules of Order unless otherwise specified.

2.1 Duration & Eligibility

Membership is open to anyone within facility limits determined annually by the Board. The membership year runs from June 1st to May 31st of the following year.

2.2 Membership Categories

• Regular Member (Voting): An individual curling in one or more leagues who has paid fees in full. Regular members aged 18+ hold one vote (or proxy vote) at Annual or Special Meetings.
• Non-Voting Memberships: Do not include voting rights, access to board positions, or full privileges. These include:
  • Sparing Member: Entitled to spare across club leagues as governed by policy.
  • Representative: Curls under NCC representation in sanctioned events.
  • Social Member: Non-curling member.
• Member Emeritus (Voting): An honorary recognition conferred on individuals who have served the club in a significant way. Past Chairs automatically receive Member Emeritus status. They receive one vote at meetings (if also a regular curling member, they retain one vote only).

3.1 Annual Meeting (AGM)

• Held annually on the first Sunday of May (within 15 months of previous AGM and within 6 months of fiscal year-end).
• Notice: Provided to all members at least thirty (30) days in advance, including agenda, financial statements, and director nominations.
• Quorum: The presence of twenty-five (25) voting members, including valid proxies, constitutes quorum.

3.2 Special Meetings

May be called at any time by the Chair, the Board, or upon written requisition signed by 10% or more of voting members. The meeting must be convened within thirty (30) days of receipt, with a minimum 14-day notice to members.

3.3 Voting & Proxy Rules

• Decisions: Passed by Ordinary Resolution (simple majority) of members present or represented by proxy.
• Bylaw Amendments: Require a two-thirds (2/3) majority of voting members present or represented by proxy.
• Proxies: Must be submitted using the official form to the Secretary and Membership Director at least 48 hours prior to the meeting. No member may hold more than two (2) proxies.

4.1 Composition & Terms

The Board consists of a maximum of fifteen (15) members in good standing (Regular or Emeritus members only):

• Executive Chain (1-Year Consecutive Terms): Second Vice Chair → First Vice Chair → Chair → Immediate Past Chair (4 years total).
• Secretary, Treasurer & Directors-at-Large: Serve two (2) year staggered terms.
• Mandates officially commence on June 1st following the election.

4.2 Board Meetings & Quorum

The Board meets at least six (6) times annually. Written notice is provided at least seven (7) days prior. Quorum is 60% of elected Directors holding office. Each director holds one vote; the Chair votes only to break a tie. The Immediate Past Chair is non-voting.

4.3 Vacancy & Absence

A Director automatically vacates office if absent without reasonable cause for three (3) consecutive board meetings, if found in violation of corporate policies, or if no longer in good standing.

• Chair: Presides over all Member and Board meetings, acts as official spokesperson, and provides executive leadership.
• First Vice-Chair: Assumes the powers and duties of the Chair in their absence or disability, and chairs the Governance Committee.
• Treasurer: Maintains accounting records required by law, oversees cash deposits and disbursements, prepares annual budgets, monitors internal controls, and reports quarterly financial positions.
• Secretary: Issues all official notices, maintains minute books and corporate records (excluding financial books), publishes approved Records of Decision, and files government reports.

The Corporation maintains three mandatory Standing Committees, alongside ad-hoc committees appointed by the Board:

• Executive Committee
• Finance Committee
• Nomination & Election Committee

Rules of Committees: Every committee must have a minimum of two (2) Board members. Quorum is 60% of appointed members. No committee has the authority to incur debt in the name of the Corporation.

7.1 Fiscal Year & Audit

The fiscal year runs from June 1st to May 31st. An independent, licensed accounting firm is appointed annually at the AGM to perform an independent audit or review engagement.

7.2 Signing Authority & Borrowing

Contracts, deeds, mortgages, leases, and financial obligations must be executed by at least two (2) individuals designated by the Board. The Board may borrow money, issue debentures, or pledge property, subject to any borrowing restrictions imposed by Special Resolution of the members.

7.3 No Remuneration & Conflict of Interest

Directors and committee members serve without remuneration, receiving expense reimbursements only. Any director or officer holding personal or financial interest in a proposed transaction must fully disclose the conflict, leave deliberations, and abstain from voting.

Bylaws may only be amended, revised, or repealed:

• By the Board: Submitted to the members at the next general meeting for confirmation or amendment.
• By Member Proposal: Submitted with at least sixty (60) days' notice prior to the meeting in accordance with the Act.

Bylaw amendments take effect upon Board resolution unless rejected by voting members at a general meeting.

Article IX: Notices

Notice is validly delivered when served electronically, by mail, or courier to record addresses. Accidental omission or transmission error that does not affect substance will not invalidate proceedings.

Article X: Dissolution

The Corporation may be dissolved strictly in accordance with the Ontario Not-for-Profit Corporations Act.

Article XI: Indemnification & Insurance

The Corporation indemnifies directors and officers against claims and costs incurred in the performance of their duties, provided they acted honestly, in good faith, and without fraud or breach of statutory duties. Directors and Officers liability insurance is maintained at all times.

Article XII: Fundamental Changes

Under ONCA legislation, a Special Resolution of all Members (voting and non-voting) is required to alter fundamental corporate provisions, including changing the corporate name, modifying membership categories or rights, altering board size limits, or redistributing assets upon liquidation.