Constitution and By-laws
Article 1: Name, Authority and Objectives1.01 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:
- 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.
- Formulate Bylaws and policies and procedures defining membership, voting power and removal of membership.
- Set, collect and dispose of membership and registration fees within its jurisdiction.
- Sanction and control swimming competitions in New Brunswick according to the Bylaws and Policies and Procedures of Swimming New Brunswick/Natation Nouveau-Brunswick.
- Discipline members according to the Bylaws and policies and procedures
- Terminate membership in Swimming New Brunswick/Natation Nouveau Brunswick according to the Bylaws and the policies and procedures.
- 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;
- 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;
- To promote, encourage and maintain among its members, and others, an interest in amateur swimming
- 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
- 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.
- The organization shall operate at no pecuniary gain for its members.
Article 2: Membership2.01 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:
- Made written application to the Board in the form prescribed by the Board,
- Been approved as a member by the Board, and
- Paid membership dues as determined 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: Meetings3.01 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:
- Acceptance of Credentials
- Call to Order
- Establishment of a Quorum
- Approval of Agenda
- Appointment of Scrutineers
- Reading & approval of previous minutes
- Presentation of reports by Standing Committees
- Presentation of reports by President, Secretary and Executive Director
- Presentation of reports by auditor
- Election of Directors
- Appointment of auditor
Article 4: Directors4.01 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:
- 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.
- 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.
- 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.
- 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.
- The Directors may employ such persons as it deems necessary to carry out the work of SNB.
- Uphold the Bylaws of SNB and set policies to enable SNB to comply with the Objectives of SNB.
- Except as provided in the Act, the Directors shall have the authority to interpret any provision of this bylaw which ambiguous or unclear
- To establish Board committees by adopting their mandate and by appointing its members and chairperson
- To evaluate annually the performance of the Executive Director in accordance with SNB objectives and approve his/her remuneration.
Article 5: Meetings of the board of directors5.01 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: Officers6.01 The officers of SNB shall be:
- the President
- the Vice-President
- the Secretary
- the Treasurer
- Executive Director (ex officio non-voting)
- draft minutes of all Board Meetings, Special Meetings and Board Meetings
- issue notices to Directors and Members when so instructed,
- keep accurate proceedings of SNB
- perform such other duties as may from time to time be delegated to the Secretary of SNB by the Board
Article 7: Liability of Directors and Officers7.01 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:
- he or she acted honestly and in good faith with a view to the best interest of SNB; and
- 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.
Article 8: Committees8.01 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:
- 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
- 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.
- 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.
- 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.
- 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).
Article 9: Auditors9.01 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 Year10.01 Determination – The financial year of SNB shall end on August 31 of each year.
Article 11: Finance and Management11.01 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 Bylaws12.01 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: Dissolution13.01 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 Bylaws14.01 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.
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