Constitution and By-laws

January 2018

Article 1: Name, Authority and Objectives

1.01 Name  The name of the organization shall be Swimming New Brunswick/Natation Nouveau-Brunswick Inc. (SNB) and commonly referred to throughout official documents as SNB 1.02 Regulation – SNB shall exist solely for the governance of its members and shall regulate and control all matters related to Competitive Amateur Swimming in the Province of New Brunswick in accordance with the general territorial divisions and regulation of SNC and the Bylaws, Rules and Regulations of SNB. The territorial definition for SNB is that assigned by SNC. 1.03 Authority – The authority of Swimming New Brunswick/Natation Nouveau-Brunswick to regulate and control all matters related to New Brunswick Amateur Swimming is derived from the SNC Constitution and Bylaw. Such authority shall include and not be restricted to the power to:
  1. Implement and ratify its own Constitution and Bylaws affecting its operations but these shall contain nothing inimitable to the Constitution, Bylaws and the Rules and Regulations of SNC, AFC. and FINA.
  2. Formulate Bylaws and policies and procedures defining membership, voting power and removal of membership.
  3. Set, collect and dispose of membership and registration fees within its jurisdiction.
  4. Sanction and control swimming competitions in New Brunswick according to the Bylaws and Policies and Procedures of Swimming New Brunswick/Natation Nouveau-Brunswick.
  5. Discipline members according to the Bylaws and policies and procedures
  6. Terminate membership in Swimming New Brunswick/Natation Nouveau Brunswick according to the Bylaws and the policies and procedures.
1.04 Objectives
  1. To promote, foster, teach and perpetuate the art and sport of swimming and to encourage training for competition, self-development, leadership and sportsmanship in the field of amateur swimming;
  2. To establish, publish, and enforce laws, rules and regulations governing the amateur sport of swimming and the conduct of amateur swimming competitions under its jurisdiction, and to deal with any infringements thereof;
  3. To promote, encourage and maintain among its members, and others, an interest in amateur swimming
  4. To stimulate public opinion in favour of providing proper accommodation, adequate facilities, and sufficient opportunities for acquiring, practising and developing the highest standards of the art and amateur sport of swimming; and
  5. To promote swimming as a means of healthful exercise for a broad cross-section of the community and as a means for providing the physical fitness of the general population.
  6. The organization shall operate at no pecuniary gain for its members.

Article 2: Membership

2.01 Membership – Membership in Swimming New Brunswick/Natation Nouveau-Brunswick Inc. shall be restricted to registered swimming clubs, amateur individuals and swimming coaches within the designated jurisdiction of SNB. Membership of those outside provincial jurisdiction may be reviewed on a case by case basis by the Board. 2.02 Categories of Membership – There shall be six classes of membership: Club, Swimmer, Official, SNB or Club Officer, Certified Swimming Coach, and Other Persons. 2.03 Class 1. Club Any organization of swimmers which has at least three Executive Members and has paid the prescribed registration fee. Clubs may include University Clubs and Masters Clubs. Entitled to three (3) votes at members meetings. 2.04 Class 2. Swimmer All duly registered swimmers who have fully paid the prescribed registration fee. Shall be entitled to attend Members Meetings but shall not have the right to vote thereat. 2.05 Class 3. Official Any qualified swimming official who has officiated in a sanctioned meet on at least one occasion during the previous twenty-four months. Shall be entitled to attend Members Meetings but shall not have the right to vote thereat. 2.06 Class 4. SNB or Club Officer Any individual who has been elected or appointed to an executive or director position in any club or in SNB. Shall be entitled to attend Members Meetings but shall not have the right to vote thereat. 2.07 Class 5. Certified Swimming Coach Any swimming coach working in SNB jurisdiction “who is certified at a minimum Level 1 by the Coaching Association of Canada under the National Coaching Certification Program and who has applied for membership with SNC and is registered with SNC as Class IX Members and who is registered with Canadian Swim Coaches and Teachers Association (CSCTA) as members thereof.” Swimming coaches must be employed by a SNB registered club and must have paid the prescribed fee. Shall be entitled to attend Members Meetings but shall not have the right to vote thereat unless identified prior to the Member Meeting/AGM as a Club Delegate utilizing the appropriate delegate form. 2.08 Class 6. Other Persons Other persons who may from time to time be nominated for membership by a Club or by the Board. Shall be entitled to attend Members Meetings but shall not have the right to vote thereat. 2.09 Admission – With the exception of Swimmers, Coaches, SNB or Club Officers and Officials who shall become members automatically, no member shall be admitted until the member has:
  1. Made written application to the Board in the form prescribed by the Board,
  2. Been approved as a member by the Board, and
  3. Paid membership dues as determined by the Board.
2.10 Dues – Membership dues for all categories of Membership will be determined annually by the Board 2.11 Termination – The following provisions shall apply to withdrawal,suspension and termination of membership: Any member may resign from SNB by giving written notice to the Board and such resignation shall take effect upon its acceptance by the Board.
  • A member may not resign while in arrears on membership dues or when subject to a disciplinary investigation or action of SNB.
  • A member may be suspended from SNB for failing to pay applicable membership dues by the deadline date prescribed by the Board. Should membership dues remain unpaid for an additional 30 days, the member may be expelled from SNB.
  • In addition to suspension or expulsion for failure to pay membership dues, a member may be suspended or expelled from SNB in accordance with SNB policies and procedures relating to discipline of members.
  • A club shall cease to be a member upon its dissolution or winding up of affairs.
  • Any member who is suspended or expelled may appeal the matter in accordance with SNB policies and procedures relating to appeals.

Article 3: Meetings

3.01 Annual General Meeting – The Annual General Meeting shall be held annually at such a time and on such day as shall be determined by the Board. At the Annual General Meeting, the most recent financial statements shall be reviewed, auditors shall be appointed and Directors shall be elected. All other transactions as may properly be brought before the Annual General Meeting shall be done so. 3.02 Order of Business – The Order of Business of the Annual General Meeting of SNB shall be:
  1. Acceptance of Credentials
  2. Call to Order
  3. Establishment of a Quorum
  4. Approval of Agenda
  5. Appointment of Scrutineers
  6. Reading & approval of previous minutes
  7. Presentation of reports by Standing Committees
  8. Presentation of reports by President, Secretary and Executive Director
  9. Presentation of reports by auditor
  10. Motions
  11. Election of Directors
  12. Appointment of auditor
  13. Adjournment
3.03 Notice of Annual General Meeting – Written notice of meeting is sent to members by mail or electronic mail at least thirty days (30) days prior to the meeting. 3.04Special Meetings- Special meetings of SNB may be called upon the request of the Board of Directors or by written request to the Secretary of SNB of not less than seventy five percent (75%) of all Clubs as defined under “membership”. The written request must state the reason for a Special General Meeting. 3.05 Notice of Special Meetings – Notice of the time and place of each Special Meeting of SNB shall be provided to all Voting members, Directors and auditors of SNB as hereinafter described. Such notice shall state the nature of the matters to be considered at the Special Meeting in sufficient detail to allow the Voting Members to form a reasoned judgment in respect of such matters and the notice shall include a draft copy of any resolution or Bylaw to be considered at such meeting. Notice shall be provided in writing, not fewer than fifteen (15) days prior to the Special Meeting. Notice shall be provided to the Voting Members at their last known address as indicated on the membership rolls at SNB. 3.06 Bylaws Amendments – The Bylaws of SNB may only be amended, revised, repealed or added to by a Special Resolution at an Annual Meeting or Special meeting, for which proper notice has been given. Changes must be approved by two thirds of the voting members in attendance at the meeting. The notice of such a meeting must include the details of the proposed changes to the Bylaws. Waiver of Notice – Notwithstanding any other provisions of these Bylaws, the notice provisions may be waived by an affirmative vote of not less than three-fourths (3/4) of the Members present and entitled to vote. 3.07 Chairman of the Members Meetings – The President shall be the chairman of any Members Meeting. 3.08 Notices of Motion – Notices of motion for the Annual or Special General Meeting shall be in writing and forwarded to the Section Office at least thirty (30) days prior to the meeting so that such motion can be sent in writing by the Secretary to all Voting Members not less than fourteen (14) days prior to the Annual Meeting or Special Meetings. 3.09 Quorum – At all Member Meetings a quorum shall consist of fifty percent (50%) or more of the Class 1 delegates. There shall be at least one General Meeting of SNB per year, with notices of the meeting sent to all clubs and members at least thirty days (30) days prior to the meeting. 3.10 Voting Rights – General Meeting voting privileges will be held by Club Delegates only which will be identified by their respective Class 1 member. Each Club in good standing shall be entitled up to three (3) votes. Club Delegates must be identified to SNB utilizing Club Delegate form prior to the Annual General Meeting these will be verified/reviewed at the start of the Annual General Meeting. Clubs will be entitled to vote by proxy and therefore may exercise more than one vote up to the maximum provided the club has a minimum of one (1) delegate present at the meeting and has identified himself/herself utilizing the proper Club Delegation form. Each vote must be exercised by a member in good standing of that club. 3.11 Voting Process – Decisions are made by raising hands, except in respect of elections or in situations where a ballot is specifically requested by a delegate. Decisions require the majority of the expressed votes (at least 50% plus one). In the case of a tie the Chairman presiding over the Members Meeting shall have the deciding vote on any such matter.

Article 4: Directors

4.01 General – The Board of Directors shall consist of six (6) Directors. Once elected, Directors may not hold any elected, employment or contract employment position(s) with a Class 1 member association of SNB. 4.02 Powers – The Directors shall be empowered to:
  1. Except as otherwise provided in the Act or this bylaw, the Directors have all the powers of SNB and may delegate any of its powers, duties and functions.
  2. The Directors may make policies and procedures for managing the affairs of SNB in accordance with the Act and this bylaw and recommend amendments to the Bylaws of SNB.
  3. The Directors may make policies and procedures relating to the discipline of members and shall have the authority to discipline members in accordance with such policies and procedures.
  4. The Directors may make policies and procedures relating to the management of disputes within SNB and all disputes shall be dealt with in accordance with such policies and procedures.
  5. The Directors may employ such persons as it deems necessary to carry out the work of SNB.
  6. Uphold the Bylaws of SNB and set policies to enable SNB to comply with the Objectives of SNB.
  7. Except as provided in the Act, the Directors shall have the authority to interpret any provision of this bylaw which ambiguous or unclear
  8. To establish Board committees by adopting their mandate and by appointing its members and chairperson
  9. To evaluate annually the performance of the Executive Director in accordance with SNB objectives and approve his/her remuneration.
4.03 Eligibility – Individuals who are not less than eighteen (19) years of age, who have the power under law to contract and who are a “resident” of New Brunswick, Canada may be nominated for election as a Director. Employees or contract employees of SNB or SNB Member Clubs are not eligible to be nominated for election as a Director. 4.04 Election – Candidates for election as a Director shall be nominated according to procedures established by the Nominating Committee, and shall be elected by the Voting Members at the Annual Meeting. Existing Directors do not vote in elections for new Directors. A) Winners are the nominees receiving the greatest number of votes. In the case of a tie, the tied nominees will be subject to a second vote. If only two nominees remain and there continues to be a tie, the winner will be decided by the Board of Directors by resolution. 4.05 Term – All Directors shall serve terms of two (2) years with three Directors being elected each year. Directors may serve for a maximum of 3 consecutive terms, and may subsequently re-stand after one-year pause. 4.06 Vacancies – Where a position of Director becomes vacant for whatever reason, the Board may appoint a qualified individual to fill the vacancy until such a time as a Director is elected in accordance with these Bylaws. 4.07 Resignation – A Director may resign from the Board at any time by presenting his/her notice of resignation in writing to the Board. The resignation shall become effective the date on which the request is accepted by the Board. 4.08 Discipline – Should a Director resign when he/she is subject of disciplinary investigation or action by SNB, such investigation or action shall continue to its conclusion notwithstanding that the Director has resigned. 4.09 Removal – A Director may be removed by Special Resolution of the Members at a Special Meeting, provided that the Director has been given notice of the Special Meeting and the opportunity to be present and to be heard at the Special Meeting. The office of a Director shall be vacated automatically if the Director, without reasonable excuse, fails to attend three (3) consecutive meetings of the Board.

Article 5: Meetings of the board of directors

5.01 Quorum – At any meeting of the Board of Directors, quorum shall consist of the majority of Directors holding office. 5.02 Frequency of Meetings – The Board shall meet no fewer than four times in each financial year of SNB. Time of meetings shall be held at a time to be determined by the Board. 5.03 Notice – Notice of the time and place of each Board Meeting shall be provided verbally or in writing by the President at least fifteen days (15) prior to the date of the Board meeting. In urgent situations and at the sole discretion of the President, a board meeting may be called with four (4) hours’ notice. No notice of a meeting of the Board of Directors is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. 5.04 Votes – Every Director in attendance at or participating in each Board Meeting of SNB shall have one vote with the exception of the Chairman who may only vote in event of a tie. 5.05 Place of Meetings – Location of Board meetings will be determined by Directors. Upon consent of all Directors, any Board Meeting of SNB may be conducted by telephone, Web or Video conference. Minutes of each meeting shall be taken by the Secretary of SNB. 5.06 Chairman – The President of SNB shall preside as chairman over all Board Meetings of SNB. In the Presidents absence, the Vice-President shall preside as chairman of the Board Meeting. 5.07 Votes to Govern – At all Board Meetings of SNB, every question shall be decided by a majority of votes. The Chairman of the meeting shall not vote except in event of a tie. In the event of a tie the Chairman may also determine that the question has not been decided, and shall set a date for further deliberation and decision on the matter. After further deliberation, if the vote remains tied, the question shall be defeated. 5.08 No Proxies – Directors may not at any time appoint a proxy to represent him/her at Board Meetings of SNB. 5.09 Remuneration – Directors shall not receive any remuneration or any profit from their positions as Directors either directly or indirectly, other than reimbursements for reasonable disbursements for travelling, and other expenses reasonably incurred in discharging their office as Director. 5.10 Executive Director – The Executive Director shall attend and participate in all Board Meetings of SNB, but shall not be authorized to vote thereat. 5.11 Closed Meetings – Meetings of the Board will be closed to Members and the public except by invitation of the Board.

Article 6: Officers

6.01 The officers of SNB shall be:
  1. the President
  2. the Vice-President
  3. the Secretary
  4. the Treasurer
  5. Executive Director (ex officio non-voting)
6.02 Manner of Election or Appointment – The Board shall within thirty (30) days after the annual meeting elect a President, Vice-President, Secretary and Treasurer of SNB. The position of Executive Director shall be filled consequent to a contract of employment upon such terms and conditions as the Board may approve. 6.03 Term – All officers of SNB, except the President and the Executive Director (Ex Officio), shall hold office for a term of one year. The President will hold office for one two-year term and will normally be succeeded by the Vice-President. Should the Vice-President choose not to stand for President, or not be elected by the Board, then the sitting President or another Board member may be elected as the next President. No officer may hold the same officer’s position for more than four consecutive years, but may subsequently re-stand for election after one-year pause. 6.04 Vacancy – Except in the case of the Executive Director, where the position of an Officer becomes vacant for whatever reason, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Officer’s term. However, no Director shall hold more than one position as Officer. 6.05 Removal – Except in the case of the Executive Director, an Officer may be removed by Special Resolution of the Directors at a Board Meeting, provided that the Officer has been given notice of and the opportunity to be present and to speak at the Board Meeting. 6.06 President (Chair) – The President shall preside as chairman over Annual Meetings, Special Meetings and Board Meetings. The President shall also attend to those matters requiring the attention of the chief spokesperson of SNB and, subject to the powers and duties of the Board shall oversee the general management of SNB and shall have such other powers and duties as may from time to time be delegated to the President by the Board. 6.07 Vice–President – The Vice-President shall perform all of the duties and responsibilities of the President in the absence or disability of the President and the Vice-President shall have such other powers and duties as may from time to time be delegated to the Vice-President by the President or the Board. 6.08 Secretary – The Secretary of SNB shall:
  1. draft minutes of all Board Meetings, Special Meetings and Board Meetings
  2. issue notices to Directors and Members when so instructed,
  3. keep accurate proceedings of SNB
  4. perform such other duties as may from time to time be delegated to the Secretary of SNB by the Board
6.09 Executive Director – The Executive Director (ED) shall, subject to the powers and duties of the Board, manage the day-to-day operations of SNB. It is the Executive Directors responsibility, with full encouragement of the Board, to provide leadership in shaping the vision, defining the priorities, developing policies and creating a sense of forward momentum and forward action, while recognizing that this process cannot be carried out in isolation of the Board or SNB partners. It is the Executive Director’s responsibility to keep the Board well informed. The ED is expected to share information about the problems and successes of the organization, allowing the Board to make responsible, informed decisions on behalf of SNB. The Executive Director may receive a salary to be determined by the Board. 6.10 Responsibility of the Executive Director – The ED is accountable to the organization’s members and stakeholders to ensure the organization is managed in a manner consistent with the mandate, strategic plan, observant of Canadian law and commonly accepted business and professional ethics. The Board will conduct an annual performance review of the ED. The appraisal process will be approved by the Board and led by the President. The full Board will review and approve the compensation and benefits of the ED. 6.11 Executive Director Limitations – The ED may not perform, nor cause to be performed, anything unlawful, nor anything in breach of SNB by-laws, Board Policies or Codes of Conduct. 6.12 Remuneration –  The President, Vice-President, Secretary & Treasurer shall not receive any remuneration or any profit from their position as such either directly or indirectly other than reimbursement for reasonable disbursements for travelling, and other expenses reasonably incurred in discharging their office as President, Vice-President, Secretary or Treasurer. 6.12 No Proxies – No Officer of SNB may appoint a proxy to represent him at meetings, which he attends in his capacity as an officer of SNB.

Article 7: Liability of Directors and Officers

7.01 Limitations of Liability – No Director or Officer of SNB shall be liable for the acts, receipts, neglect or defaults of any other director, officer, member, employee or agent, or for joining in any receipts or other acts for conformity, or for any loss or expense happening to SNB through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors for or on behalf of SNB or for the insufficiency or deficiency of any security in or upon which any of the moneys of SNB are invested , or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person whom any of the moneys, securities or effects of SNB are deposited, or for any loss occasioned by any error or judgement or oversight on his or her part, or for any other loss, damage, or misfortune whatsoever, which happens in the execution of the duties of his or her office or in relation thereto. Providing:
  1. he or she acted honestly and in good faith with a view to the best interest of SNB; and
  2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
7.02 Indemnity – Every director, officer, member, employee or agent of SNB and his or her heirs, executors and administrators, and estate and effects shall from time to time and at all times be indemnified and saved harmless by SNB from and against all costs, charges and expenses that such a Director or Officer sustains or incurs by way of action, suit or proceeding commenced against him or in respect of any acts, deeds, matters or things whatsoever made, done or permitted by him in or about in the execution of the duties of his office except such costs or charges or expenses which are occasioned by his own wilful neglect or default. 7.03 Conflict of Interest – Subject to the compliance with the Act and with the exception of any contract of employment between SNB and its Executive Director, no Director or Officer of SNB may in any way, either directly or indirectly, have an interest in a contract or arrangement or a proposed contract or proposed arrangement with SNB. Every Director or Officer of SNB who is in any way, either directly or indirectly, interested in such a contract or arrangement or proposed contract or proposed arrangement with SNB, must declare such interest to the President and either; satisfy the President as to the manner in which said interest in the contract or arrangement shall be extinguished; or resign their position as Officer or Director of SNB.

Article 8: Committees

8.01 Standing committees of the board The standing committees of the board shall be Nomination & Succession, Policy & Governance, Risk Management, Strategic Planning and Finance. The purpose of standing committees of the Board is to provide the necessary expertise to enhance the quality of Board discussion and to facilitate effective Board decision making. The roles of these committees are as follows:
  1. The Nominating Committee is responsible for ensuring, on a continuing basis, that the Board of SNB is composed of qualified and skilled persons capable of, and committed to, providing effective leadership to SNB
  2. The Policy & Governance Committee is responsible for advising the Board in fulfilling its responsibilities relating to strategic planning, governance of SNB, governance structure of SNB, associated governing documents & government relations. The attention of this committee is on the performance of the Board rather than the organization.
  3. The Risk Management Committee is responsible for advising the Board on risk management, and in fulfilling its oversight responsibilities relating to administration and program support. Program support means enabling support (information, technology, political influence or resources (financial) for SNB.
  4. The Strategic Plan Committee is responsible for advising the Board in fulfilling is oversight responsibilities as those relating to the strategy, policies, management and organization of the SNB program. This committee frequently engages stakeholders such as coaches, officials and funders in policy discussions.
  5. The Finance Committee shall assist the Board in fulfilling its oversight responsibilities relating to corporate auditing and reporting, financial policies and strategies and activities, and financial risk management. This responsibility is carried out in accordance with approved policy and generally accepted accounting principles (GAAP).
8.02 Operational committees Operational committees established by the Board shall be the Club Presidents Council, the Technical Committee, and the Officials Committee. Membership and mandates will be determined as described in Terms of Reference adopted by the Board of Directors and will not usually include Directors. Operational Committees act as a Limited Agent of Swimming New Brunswick. The Board of Directors will provide Terms of Reference for each operational committee, giving consent to the committee to do certain things, within limits or parameters. Anything outside these parameters must come back to the Board of Directors for prior approval. 8.03 Ad hoc committees – The Board of SNC and/or the Executive Director may form Ad Hoc Committees of the Board for a specific purpose of short duration. 8.04 Stakeholder representation – The Board and the Executive Director shall ensure the composition of all Board standing Committees, Operational Committees, Operation Councils and any Ad Hoc Committees reflect the interest and diversity of SNB stakeholders. 8.05 Terms of reference – The Board shall approve written terms of reference to guide the composition, appointment, operations and reporting functions of standing committees of the Board, independent operational committees of the Board and ad hoc committees of the Board.

Article 9: Auditors

9.01 Auditors – At each Annual Meeting the Members shall appoint an auditor to audit the accounts of SNB and to hold office until the next meeting, provided that the Directors may fill any vacancy in the office of the auditor. The remuneration of the auditor shall be approved by the Board.

Article 10: Financial Year

10.01 Determination – The financial year of SNB shall end on August 31 of each year.

Article 11: Finance and Management

11.01 Execution of Instruments – Contracts, agreements, deeds, leases, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, leases and discharges for payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds debentures or other securities, agencies, powers of attorney, instruments of proxy, voting certificates, returns, document, reports, or any other instruments in writing to be executed by SNB shall be executed by the Executive Director, Officer or other individual, as designated by the board. In addition the Board of Directors may from time to time direct a manner in which the person or persons by whom any particular instrument or class of instruments may or shall be signed. 11.02 Bank – The banking business of SNB will be conducted at such financial institution as the Board may designate. 11.03 Books and Records – The necessary books and records of SNB required by these Bylaws or by applicable law will be necessarily and properly kept.

Article 12: Amendments of Bylaws

12.01 Approval – The Bylaws of SNB may only be amended, revised, repealed or added to by a Special Resolution at an Annual Meeting or Special Meeting, for which proper notice has been given. The notice of such a meeting must include the details of the proposed changes to the Bylaws. Changes must be approved by two thirds of the voting members in attendance at the meeting.

Article 13: Dissolution

13.01 Dissolution – Upon the dissolution of SNB any funds or assets remaining after paying all debts will be distributed to one or more organization with similar objectives as SNB as determined by the Board of Directors.

Article 14: Adoption of These Bylaws

14.01 Ratification – These Bylaws are ratified by a two-thirds affirmative vote of the members of SNB present and entitled to vote as a Meeting of Members duly called and held on November 26th, 2011. 14.02 Repeal of Prior Bylaws – In ratifying these bylaws, the Members of SNB repeal all prior Bylaws of SNB provided that such repeal does not impair the validity of any action done pursuant to the repealed Bylaws. 14.03 Review – the Board of Directors will review these Bylaws on an annual basis.