BCC Bylaw

Administrative Bylaws
Governing the Operations of the
Brownsburg Curling Club

 Table of Contents

Article 1 – General Provisions
Article 2 – Status
Article 3 – Membership
Article 4 – Members’ Meetings
Article 5 – Board of Directors
Article 6 – Financial Services
Article 7 – Other Provisions
Article 8 – Effective Date

IT IS HEREBY ENACTED that the following provisions constitute the administrative bylaws of the Brownsburg Curling Club:

Article 1 – General Provisions

1.1  Designations

In these bylaws, the following terms are designated as:

a. Brownsburg Curling Club: the organization;

b. Board of Directors: the Board;

c. Office holders: directors.

Definitions

Unless the context indicates otherwise, the following definitions apply in these bylaws and any other regulations of the organization:

1. “Members’ Meeting” means an annual meeting or a “Special Meeting” of all voting members of the organization;
2. “Act” means Part III of the Companies Act (Quebec), including the regulations enacted under it and any statute or regulation that may replace or amend it;
3. “Proposal” refers to a proposal submitted by a member of the organization;
4. “Regulation” means any regulation enacted under the Act, as amended or updated and currently in effect;
5. “Bylaws” means these administrative bylaws and all other current administrative bylaws of the organization;
6. “Special Resolution” means a resolution passed by at least two-thirds (2/3) of the votes cast;
7. “Ordinary Resolution” means a resolution passed by a simple majority (more than 50%) of the votes cast;
8. “Constitution” means the incorporation documents of the organization.

1.3. Interpretation

These bylaws shall be interpreted in a way that permits their execution and supports the mission of the organization.

Terms used in the masculine include the feminine; terms used in the singular include the plural and vice versa.

The term “person” includes an individual, a legal person, a partnership, a trust, and an unincorporated association.

Except as otherwise specified in section 1.2 above, words and expressions defined in the Act have the same meaning when used in these bylaws.

Article 2 – Status

2.1 Corporate Name

The legal name of the corporation is “LE CLUB DE CURLING DE BROWNSBURG.”

2.2  Head Office

The head office of the organization is located in Brownsburg-Chatham, Quebec, at a location designated by the Board.

2.3. Mission

The Brownsburg Curling Club is a non-profit organization whose primary mission is to promote recreational curling and its development in the Brownsburg-Chatham area by managing related activities and necessary infrastructure. To this end, it encourages member involvement, promotes values of fellowship and camaraderie, and fosters a sense of community in the region.

2.4. Corporate Seal

The organization may have its own seal, which must be approved by the Board. The Secretary of the organization shall be the custodian of any seal approved by the Board.

 Article 3 – Membership

3.1 Conditions of Membership

The organization has five (5) categories of members, as defined below.

The Board may, at its discretion, limit the number of members in each category in order to ensure optimal and equitable use of available facilities.

Membership must be requested in writing at the organization’s head office during the period designated by the Board. If the number of membership applications exceeds the organization’s capacity, they will be processed in the order received, with priority given to:

• Renewals;
• Spouses and children of an active member;
• Former active members of another curling club;
• Any other individual.

3.1.1 Active Members

The title of active member is reserved for individuals who wish to play curling and who pay the membership fees entitling them to the benefits of the club for which they have registered.

The membership period for an active member is a maximum of one (1) year, with the possibility of renewal in accordance with the organization’s policies.

Active members are entitled to receive notice of all members’ meetings, to attend such meetings, and to exercise their voting rights.

3.1.2 Junior Members

Children aged 13 to 17 at the time of application may be admitted as junior members and enjoy the benefits of the Club by paying the membership fees established by the Board.

The membership period for a junior member is a maximum of one (1) year, with the possibility of renewal in accordance with the organization’s policies.

Junior members have no voting rights.

3.1.3 Social Members

The title of social member is reserved for individuals who do not wish to play curling but who identify with the organization’s purpose and wish to be involved. These individuals pay a fixed fee established by the Board that grants them access to the club.

The membership period for a social member is a maximum of one (1) year, with the possibility of renewal in accordance with the organization’s policies.

A social member is not entitled to receive notice of members’ meetings, attend such meetings, or exercise voting rights.

3.1.4 Honorary Members

The title of honorary member may be granted to an individual who has made an exceptional contribution to the organization’s mission. These individuals enjoy the same privileges as a social member but are not required to pay any fee.

Honorary membership is granted by recommendation to the Board, which must approve the recommendation. The membership is lifetime.

An honorary member is not entitled to receive notice of members’ meetings, attend such meetings, or exercise voting rights.

3.1.5 Founding Members

Any person who was a shareholder of the Brownsburg Curling Club Limited as of February 19, 2019 (the date of enactment of Bill 209) is automatically declared a founding member and is granted the same rights as an honorary member.

3.1.6 Visitors

At the discretion of the Board, visitors may temporarily access the benefits of the organization, including the opportunity to play curling, upon payment of fees established by the Board.

3.1.7 Membership Limitations

The Board may limit the number of members allowed to participate in the organization's various activities and may adjust these limits from time to time as it deems appropriate.

 3.2 Membership Fees

Membership fees and refund policies are determined and published annually by the Board.

All membership fees must be paid within one (1) month of registration. Failure to meet this deadline will result in automatic loss of membership status.

 3.3 Termination of Membership

Membership ends in any of the following cases:

1. Expiry of the membership period;
2. Failure by the member to pay fees within the prescribed timeframe;
3. Expulsion or suspension of the member;
4. Resignation submitted in writing to the Secretary;
5. Liquidation or dissolution of the organization under the law.

Termination of membership automatically ends all member rights.

 3.4 Disciplinary Measures

The Board is authorized to suspend or expel a member for any of the following reasons:

1. Violation of any provision of the organization’s articles, bylaws, or written policies;
2. Conduct deemed prejudicial to the organization, as determined solely by the Board;
3. Any other reason the Board deems reasonable in light of the organization’s mission.

If the Board determines that a member is to be suspended or expelled, written notice outlining the reasons for the decision will be sent fifteen (15) days prior to the effective date. The member may submit a written response to the President, or to another Board member designated by the President.

If no response is received before the effective date of the notice, the President, or the designated Board member, will inform the member in writing that they are suspended or expelled from the organization.

If a written response is received before the effective date, the Board will review it and render a final decision, notifying the member in writing within fifteen (15) days of receiving the response. The Board’s decision is final and binding, with no right of appeal.

 3.5 Amendments

A special resolution of the members is required to create new membership categories, modify their rights, or change any of the provisions described above.

 Article 4 – Members’ Meetings

4.1 Composition of Meetings

Persons entitled to attend a members’ meeting include active members, members of the Board, and any individual whose presence is authorized or required under the provisions of the Law, the organization's Articles of Incorporation, or its Bylaws. Any other person may attend only upon invitation by the Chair of the meeting or by resolution of the members.

4.2 Meeting Chair

If both the Chair and Vice-Chair of the Board are absent, the members present and entitled to vote shall select one among themselves to preside over the meeting.

4.3 Quorum

The quorum for any meeting consists of 20% of the members entitled to vote at that meeting.

It is sufficient for the quorum to be met at the opening of the meeting for the members to proceed with deliberations.

4.4 Voting

Votes shall be cast by a show of hands or, upon request, by secret ballot.

Each active member is entitled to one vote. Decisions are made by a simple majority of the votes cast by members present, unless otherwise specified by law or the organization’s Bylaws (e.g., special resolutions). In such cases, decisions require a two-thirds (2/3) majority of the votes cast by the members present.

In the event of a tie, the Chair of the Board shall have the casting vote.

4.4.1 Voting by Absent Members

Any member entitled to vote at a members’ meeting may do so by proxy, by mail-in ballot, or by any other communication method deemed appropriate by the Board.

A decision taken at a meeting cannot be contested on the grounds that a person did not receive a notice of the meeting.

4.5 Annual General Meeting

The Annual General Meeting (AGM) of members is held on the date and at the time set by the Board, but no later than six (6) months after the end of the current fiscal year and before the start of the curling season. It shall take place at the organization’s head office or at any other location designated by the Board.

4.5.1 Powers of the Annual General Meeting

The Annual General Meeting determines the general policies and direction of the organization; it approves the annual financial report (financial statements); it adopts these Bylaws; it votes on any resolution beyond the authority of the Board; and it elects members of the Board.

The Annual General Meeting may only commit the organization within the limits of its approved budget.

4.5.2 Notice of Meeting

The Annual General Meeting is called by means of a notice stating the date, time, and location of the meeting. This notice is sent by the Secretary to each active member by any communication method deemed appropriate by the Board, at least fifteen (15) days prior to the scheduled date.

4.6 Special Meetings

The Board may, as needed, convene a Special Meeting of the members by resolution, setting the location, date, and time. The Secretary is then required to issue the notice of such meeting.

4.6.1 Notice of Special Meeting

The notice of meeting must state the purpose of the Special Meeting and must be posted on the organization’s activity board as well as sent by the Secretary to each active member at least ten (10) days prior to the meeting.

Only the topics listed on the agenda included in the notice may be addressed during the Special Meeting.

 

Article 5 – Board of Directors

5.1 Powers of the Board

The Board is established to:

1. Set the organization’s policies and direction;
2. Manage the organization’s assets;
3. Approve budget forecasts;
4. Review and decide on matters related to compliance with the organization’s bylaws and the implementation of its principles;
5. Exercise all powers of the organization, except those expressly reserved by law for the members;
6. Review and decide on any matter referred to it at a members’ meeting (annual or special), for which it must report back.

In addition, the Board may, when it deems appropriate:

1. Hire or dismiss any employee of the organization and determine their working conditions and duties;
2. Create standing or ad hoc committees and define their mandate;
3. Appoint additional directors for a term expiring no later than the close of the next Annual General Meeting. The total number of such appointed directors may not exceed one-third of the number of elected Board members;
4. Borrow funds on the organization’s credit up to a maximum of $50,000;
5. Mortgage or otherwise encumber the organization’s property (real or movable) for a value exceeding $50,000;

The total value of the organization's borrowings and encumbrances must never exceed 25% of the assessed value of its real estate.

 

5.2 Composition

The Board is composed of ten individuals, all of whom must be active members. This number may be modified in accordance with the law and by Board decision.

Among the Board, the officers of the organization include the Chair of the Board, the Vice-Chair, the Secretary, and the Treasurer.

a. Chair of the Board – The Chair also serves as the Executive Director of the organization. In addition, the Chair:

• Oversees the conduct and proper functioning of the organization;
• Ensures that decisions of the members and the Board are implemented;
• Chairs meetings of the members and the Board and ensures the enforcement of the bylaws;
• Officially represents the organization.

b. Vice-Chair of the Board – The Vice-Chair replaces the Chair in all their functions when absent or unable to act. Additionally, the Vice-Chair:

• Assists the Chair in their duties according to the Board’s directions;
• Carries out all functions inherent to the role, as well as any tasks assigned by the Chair or the Board.

c. Secretary – The Secretary ensures the safekeeping of all official documents of the organization. In addition, the Secretary:

• Ensures that meetings and assemblies are called in accordance with these bylaws;
• Ensures the drafting and approval of minutes from Board meetings and assemblies and signs them jointly with the presiding officer;
• Oversees the dispatch of all official correspondence, keeping copies of all sent letters;
• Maintains the organization’s membership list up to date;
• Carries out any other related duties assigned by the Chair or the Board.

d. Treasurer – The Treasurer is responsible for financial planning, financial reporting, and accounting for the organization, and performs any other related duties assigned by the Chair or the Board.

In addition to the four (4) officers, the immediate past president serves as an ex officio member of the Board, without voting rights.

Six (6) directors also serve on the Board. Each is required to attend all Board meetings and members’ assemblies. Their roles and powers are defined based on their mandate or the needs of the Board. Directors are assigned to lead one or more committees (e.g., league coordination; facility and ice maintenance; membership and recruitment; social events; tournaments; fundraising, projects and grants, etc.) annually. Directors are responsible for managing and carrying out the mandate of their committee(s) and for recruiting members to participate.

Subject to the law, the Board may modify, expand, or limit the duties and powers of its members. The Board must also ensure that the objectives of each committee are clearly understood by the responsible director.

 5.2.2 Election and Term of Office

Officers and directors are elected when their term ends, during the Annual General Meeting.

In addition to the officers, the Board must, at its first meeting following the AGM—and subsequently as needed—assign specific roles to the remaining elected members.

The term of office for all elected positions is three (3) years. Members may seek re-election upon expiry of their term.

 5.2.3 Vacancy

If a vacancy occurs after the Annual General Meeting or during the year, the Board may appoint a replacement from among the organization’s active members to complete the remaining term.

5.2.4 Resignation and Removal

A Board member may resign at any time by submitting written notice to the Secretary. The resignation becomes effective on the date stated in the notice.

Additionally, an elected Board member may be removed for misconduct or repeated absences from meetings, either by consensus of the other Board members or by resolution of the members at the Annual General Meeting or a special meeting.

 5.2.5 Remuneration

Board members are not remunerated. However, they are entitled to reimbursement for expenses incurred while performing their duties, in accordance with policies established by the Board.

 5.3 Board Meetings

The Board must hold all meetings necessary for the proper operation of the organization.

The Secretary ensures that all meeting notices are sent to Board members. The Chair, in consultation with other Board members, sets the meeting dates. If the Chair fails to do so, a majority of Board members may submit a written request to the Secretary to convene a Board meeting, specifying the date, time, location, and agenda.

 5.3.1 Calling of Meetings

Board meetings may be called at any time by the Chair, the Vice-Chair, or by any two (2) Board members. However, the first meeting after the organization’s incorporation may be called by any Board member.

Notices of meetings specifying the date, time, and location may be given in writing or verbally; unless otherwise specified, they must be sent to all Board members at least seven (7) days in advance by any method deemed appropriate by the Board.

If all Board members are present and in agreement, they may declare an official meeting without formal notice. In such cases, all members must sign a waiver of notice to confirm the meeting’s validity.

 5.3.2 Regular Meetings

The Board may schedule regular meeting dates in advance. A copy of any resolution setting the time and location of regular meetings must be sent to each Board member after adoption.

5.3.3 Quorum

A majority of Board members constitutes a quorum.

 5.3.4 Voting

Decisions are made by a majority vote of the members present.

In the event of a tie, the Chair of the Board shall have the casting vote.

 5.3.5 Participation by Communication Technologies

A Board member may, with the consent of all other Board members, participate in a meeting using communication technologies such as telephone or video conferencing. In such cases, the member is considered present at the meeting.

 5.3.6 Resolution in Lieu of Meeting

Written resolutions unanimously adopted and signed by all Board members entitled to vote have the same effect as if passed during a meeting. A copy of such resolutions must be kept with the Board’s minutes.

 Article 6 – Financial Services

The organization may receive revenue from any sources approved by the Board.

All income, regardless of its source, shall be deposited into the organization's funds in an account held with one or more financial institutions chosen by the Board and shall be used to pay expenses as authorized and approved by the Board.

 6.1  Banking Operations

The organization’s banking operations are carried out through a bank, trust company, or other firm or corporation engaged in banking activities in Canada, as designated or authorized by resolution of the Board. These operations shall be conducted, in whole or in part, by one or more officers or other individuals designated, mandated, or authorized by resolution of the Board for that purpose.

 6.2 Payment

All payments shall be made by cheque or electronic transfer. All cheque and electronic payments must be authorized by two of the four officers: the Chair, the Vice-Chair, the Secretary, and the Treasurer.

 6.3 Borrowing

Borrowing of funds on the organization’s credit, including bank loans, may only be authorized by the Board, in accordance with the general borrowing regulation set out in Article 5.1 regarding the Board’s powers.

 6.4 Commitments

No individual shall make any commitments, or incur any obligations or liabilities binding the organization, without having obtained prior written authorization from the Board, unless acting within the scope of their authorized functions and responsibilities.

 6.5 Fiscal Year

The organization’s fiscal year ends on April 30 of each year.

 6.6 Examiner

At the Annual General Meeting, one (1) person who is a member of the organization—excluding Board members—shall be appointed as a members' representative to review the organization’s accounts within two months following the end of the fiscal year and present their observations at the AGM.

 6.7. Annual Financial Statements

A copy of the annual financial statements and other documents mentioned in the Law may be obtained at the organization’s head office, and any member may request a copy free of charge.

The organization opts for annual financial statements prepared through a Compilation Engagement by an external professional, unless a Law or regulatory body formally requires a different type of engagement.

The Board recommends to the members the choice of the external professional responsible for preparing the financial statements.

All relevant documents shall be submitted to the external professional within four months following the end of the organization’s fiscal year to enable preparation of the annual financial statements.

The financial statements shall be adopted by the Board.

At the Annual General Meeting, the financial statements shall be presented for adoption by the members.

 6.8 Bookkeeping and Invoicing

The organization shall maintain accounting records in accordance with standard practices for not-for-profit legal entities. These records, as well as all other registers and documents of the organization, may be examined at any time by Board members and any individuals authorized by the Board.

Article 7 – Other Provisions

7.1 Signing of Documents

Deeds, transfers, assignments, contracts, obligations, and other written documents requiring the organization’s signature may only be signed by officers designated by resolution of the Board. These officers may affix the seal of the organization, if applicable, and certify that a copy of a document, resolution, bylaw, or any other organizational document is a true copy of the original.

7.2 Insurance

The Board shall take the necessary steps to ensure the organization protects its assets and subscribes to insurance covering public liability and property damage, as well as any other liability and relevant insurance in sufficient amounts to allow a prompt resumption of activities.

The Board must also take the necessary steps to protect its officers by obtaining liability insurance coverage for them.

7.3 Dispute Resolution

Whenever possible, disputes between members of the organization shall be resolved through the mediation or arbitration process provided in these bylaws.

7.3.1 Dispute Resolution Mechanism

To avoid legal proceedings, any dispute between members of the organization arising from the articles, bylaws, or operations of the organization that cannot be resolved through meetings between the parties shall be submitted to the following mediation and arbitration process:

1. The dispute shall first be submitted to a mediator jointly appointed by the parties.
2. If mediation does not resolve the dispute, the parties agree to submit it to arbitration before an arbitrator, who must not be one of the aforementioned mediators. The arbitrator’s decision is final and binding and may not be appealed on any grounds, whether factual, legal, or mixed.
3. All costs related to the mediator shall be shared equally by the parties to the dispute. All arbitration costs shall be borne by the parties, as determined by the arbitrator.

7.4 Ethics and Conflict of Interest

Active members are subject to a code of ethics developed and approved by the Board.

Additionally, members may not, on their own behalf or on behalf of a third party, compete with the organization. Members must avoid giving the public the impression that the organization endorses their products, services, or activities. Members must disclose any conflict of interest that may arise from the management of their personal activities in relation to those of the organization.

7.5 Amendments to These Bylaws

The Board may, within the limits permitted by law, amend these bylaws, repeal them, or adopt new ones. These amendments, repeals, or new bylaws take effect upon their adoption and remain in effect until the next Annual or Special General Meeting of the members, at which point they must be ratified by special resolution in order to remain in effect.

7.6 Invalidity of a Provision

The invalidity or unenforceability of any provision of these bylaws does not affect the validity or enforceability of the other provisions.

7.7 Omissions and Errors

The unintentional failure to give notice to a member, the failure of a recipient to receive a notice when the organization has sent it in accordance with the bylaws, or the presence of an error in the notice that does not affect its substance shall not invalidate any action taken at the meeting in question or based on that notice.

7.8 Total Loss

In the event of a total loss due to fire, flood, or any other disaster causing irreparable damage to the organization’s infrastructure, the primary objective shall be to rebuild, following a feasibility study that considers the economic context and available funding. Any decision in this regard must first be submitted for a vote of the members at an Annual or Special General Meeting.

7.9 Dissolution

In the event of the liquidation of the organization or the distribution of its assets, those assets shall be transferred to one or more organizations with similar activities or charitable purposes operating within the territory of the Regional County Municipality (RCM) of Argenteuil. Any decision regarding which organization(s) shall receive the remaining assets must first be submitted for a vote of the members at an Annual or Special General Meeting.

 Article 8 – Coming into Force

Subject to matters requiring a special resolution, these bylaws shall come into force upon their adoption by the Board and revoke any previous bylaws.

 

___________________________ 
Nathalie Rochette
Chair of the Board of Directors