Club Bylaws

 

Preamble:

These by-laws relate to the general conduct, operation and administration of the Ottawa Valley ATV Club Inc, herein called “The Club”.

Club Name:

The name of The Club shall be the Ottawa Valley All Terrain Vehicle Club Incorporated,
Herein referred to as The Club. The headquarters of The Club shall be located within the region of
Eastern Ontario.

Objectives:

To promote safe and responsible, ATV riding in Ontario. To help develop and maintain trails. To help to develop and promote ATVing as a sport.

Core Values:

Value our sponsors, have fun, ride safely, be family oriented, maintain a high level of professionalism and manage activities in an organized manner.

Special Provisions:

The Club shall be carried on without the purpose of financial gain for its members. Any profit or other funds received by the corporation shall be used in the promotion of its objectives.
Directors and Executives shall serve without remuneration. The Club is a member of the Ontario
Federation of ATV Clubs herein known as the OFATV.

The Club:

Members:

Member Defined:

  1. A person who is legally licensed or qualified and insured to operate an ATV in the Province of Ontario.
  2. A person who has paid the annual membership fee. The membership fee is determined by the cost of the OFATV annual permit.
  3. Members have the right to participate and vote at all general, special and annual meetings of the
    members of the Club.
  4. A member of The Club is also a member of the OFATV.

Discipline of a Member:

A member may be fined, censured, suspended or expelled from membership for cause and only after charges have been laid in accordance with The Club’s published rules and a hearing held in accordance with the Club’s published rules. An individual whose membership has been suspended loses all rights of membership until the suspension has been terminated. Any member who infringes on the articles or rules of The Club or brings The Club into disrepute, may be reprimanded, suspended or expelled from the Club after a hearing by the Board of Directors of The Club, at which hearing the member is entitled to attend. The Board of Directors of The Club may delegate disciplinary matters to a special committee, whose composition and mandate is outlined in the Rules and Regulations.

Termination of Membership

Membership in The Club shall be deemed to have been terminated:

  1. If the member submits a signed letter of resignation to The Club
  2. If the member is expelled with cause from The Club.

Executive and Directors:

Director Defined:

1. A member of the Club who, as part of the Board of Directors, is charged with the management of The Club’s business affairs.

2. There shall be a minimum of four (4) elected directors plus a past President.

3. The Club Executive is made up of individuals from the Board of Directors. The positions that make up the Executive should include the following:

  • President
  • Vice-President
  • Treasurer
  • Membership Chair/Secretary
  • Trails Master

Additional positions may be created if deemed necessary by the Executive.

4. A director may hold up to two positions.

5. Any individual over the age of eighteen may be a director of The Club. A director must be a member in good standing.

6. The Directors of The Club shall be elected bi-annually at the Annual General Meeting and shall hold a two year term. The President shall be up for election on odd numbered years and the Vice-President on even numbered years.

7. The Past President shall serve as a non-elected, non-voting director, and does not count toward quorum in meetings of the Board of Directors.

Director Vacancy:

  1. A director has the right to resign her or his position by submitting a signed letter of resignation to The Club.

A vacancy on the Board of Directors and their respective position(s) held, caused by death, or resignation which has been accepted by the Board of Directors, shall be filled by a majority vote of the Board of Directors. The successor director shall hold his or her incumbent’s position(s) for the remainder of the term being filled.

 Removal of Director:

No Member of the Board of Directors shall be removed for arbitrary reasons but may be removed if:

The director is unable to perform the duties expected of the position due to, but not limited to, any of the following reasons:

  • She/he becomes incapable of performing the business of The Club
  • She/he is absent from two or more meetings of the Board without satisfactory reason
  • She/he no longer resides in reasonable proximity to The Club

The director has compromised the integrity of The Club due to, but not limited to, any of the following reasons:

  1. She/he has failed to properly account for monies or other property belonging to The Club
  2. She/he has been found guilty of a criminal offence regardless of whether or not the offence directly affected The Club.

A Member of the Board of Directors holding his or her respective position(s), as director or other position(s), may be removed from office by the Board of Directors for good and sufficient cause by a 2/3’s vote of the Board of Directors present, provided notice to remove the director has been given to all Directors of The Club. If a director is removed by the Board of Directors, the Board of Directors may appoint a successor to the position(s) for the remainder of the term(s) being filled.

A Member of the Board of Directors may also be removed from office for good and sufficient cause at a meeting of the Members of The Club provided notice to remove the director has been given to persons entitled to attend the Members’ meeting. If a director is removed at a Members’ meeting, the Members entitled to vote may elect a successor to fill all position(s) held by the removed director for the remainder of the term(s) being filled.

Directors shall serve without remuneration. The Board may approve expenses incurred by a director in respect of the performance by the director of his/her duties on behalf of The Club.

Duties of the Board of Directors:

The Board of Directors shall conduct the business of The Club during the periods between general meetings of The Club and in accordance with the authority granted to it in the published rules of The Club.

The Board of Directors shall be responsible for the appointment and renewal of appointments of all positions within The Club except for those positions elected by the Membership of The Club. This shall include appointed unpaid positions as well as external contracting for specific knowledge consultation. The Board of Directors may also revoke, for cause, any appointment providing that it has followed the procedures for the revoking an appointment as outlined in The Club’s published rules.

Duties Of Directors:

President:

  • Set the agenda and preside at all general meetings of The Club and of the Board of Directors.
  • Shall appoint all chairs of standing and special committees subject to ratification by the Board.
  • Coordinate activities of the other Executive, Club Members and affiliates external to The club to ensure support for the Club’s Mission and in support of our Core Values.
  • Key interface with outside organizations regarding alliances with governing ATV bodies.
  • Key interface with political bodies regarding expansion of ATVing opportunities.
  • Along with Treasurer, approval authority for club expenditures.
  • Create and have printed The Club’s brochure.
  • Ensure all information is disseminated to The Club’s Executive as appropriate to facilitate informed management of The Club.
  • Ensure appropriate information is disseminated to The Club’s Membership to ensure they are kept informed.
  • Make all efforts to ensure a qualified Club Executive is in place at year end to succeed the outgoing Club Executive.

Except: Where the President delegates the responsibility to another person.

 Vice-President:

  • The Vice President shall act in the absence of the President and shall have other powers as assigned by the Board of Directors.

Treasurer:

  • The Treasurer shall ensure that full and accurate records are kept of the accounts of The Club. Shall report to the Board of Directors as requested.
  • Shall provide a report to the Members at each Member’s meeting.
  • Shall submit an Annual Report to the Annual General Meeting.
  • Collect and deposit club funds into its bank account.
  • Receive club bills and issue payment of such bills in a timely manner.
  • Develop along with the other Executive and maintain The Club’s budget.
  • Generate and submit Income Tax submission annually.
  • The treasurer shall have such other powers and duties as may, from time to time, be assigned by the executive or as are incidental to the office of the treasurer.

Secretary/Membership Director:

  • Maintain a record of all minutes of the organization.
  • Maintain copies of all committee reports
  • Furnish committees with those documents required to perform their duties. Maintain record books in which bylaws, published rules and minutes are entered.
  • Have the current record books available at each meeting.
  • In the absence of the president and vice-president, preside until the immediate election or appointment of a new presiding director.
  • Process all membership sales and prepare mailings to members.
  • Provide membership contact list as required
  • Provide membership reports as required.

Other Director Positions:

The duties of other Director Positions shall be determined by the Board of Directors.

Nominations and Elections:

Nominations for positions on the Board of Directors may be made by any member at the Annual General Meeting or at a Special General Meeting called for that purpose. A nominee must agree to stand for election.

Nominations and elections for positions open shall be held in the order of the positions listed in the Constitution.

Election shall be by secret ballot, but in the event only one candidate is nominated, no vote is required and the nominated candidate shall be declared elected by acclamation.

A majority of the votes cast shall be required to elect directors. In the event no candidate receives a majority, the candidate with the least votes shall be dropped from the ballot and another vote shall be held.

Meetings:

General Meetings:

An official notice of each meeting shall be given to all members at least 14 days before the meeting is to be held, at such place, and at such date as the Board of Directors may determine. Such notification shall be posted on The Club website and/or by formal mail announcement.

Ten voting members or 25% of the voting membership, whichever is less, shall form a quorum at all general meetings of The Club. Any question shall be decided by a majority of the votes unless otherwise required by this By-Law or other law.

Annual General Meeting:

The Club shall hold its Annual General Meeting not later than December 1 of the following year. The agenda of the Annual General meeting shall include:

  • Attendance
  • President’s Address
  • Treasurer’s Report
  • Directors’ Reports
  • Other Reports
  • By-Laws review
  • Election of Directors as required
  • Any Other Business
  • Adjournment

Special General Meeting:

A Special General Meeting of The Club:

  1. may be called by the Board of Directors, or
  2. shall be called by the Board of Directors upon receipt of a written request submitted to The Club by registered mail, certified mail, trace mail, courier service, hand delivery, fax or e-mail, signed by not less than 10 Members or 25% of the voting membership, whichever is less, setting out the items of business to be conducted at the Special General Meeting. The Special General Meeting shall be held within 30 days of receipt of the written request from the members. Only the business set out in the notice of the Special General Meeting shall be considered.

Voting at General Meeting:

Every regular member aged 18 and over shall have the right to attend, speak and cast one vote at the meeting of the Club.

Every regular member under the age of 18 shall have the right to attend and speak at members’ meetings, but any vote must be cast by a parent or guardian who shall also have the right to attend and speak on behalf of that member at members’ meetings.

Board of Directors Meeting:

The Board of Directors shall meet at least 4 times per year, upon 7 days notice given by the President and Secretary, at such place and time as the Board of Directors may determine.

A majority of the Members of the Board of Directors shall form a quorum at all meetings of the Board. Questions arising at any meeting shall be decided by a majority of votes where each director is entitled to cast one vote.

Resolution in Lieu of Meeting:

A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the directors or committee of directors, is as valid as if at had been passed at a meeting of directors or committee of directors. A copy of such resolution shall be kept with the minutes of the proceedings of the directors or committee of directors.

Committees:

The membership at any general meeting, or the Board of Directors at any meeting of the Board, may establish a standing committee or special committee to carry out specific business or programs of The Club.

 By-Laws and Amendments

By-Law amendments may be proposed by the Board of Directors, or submitted by a member to The Club in writing at least 21 days prior to a general meeting of The Club; and must be approved by a majority vote of the Board of Directors, and by a 2/3’s vote of the responding or attending membership. All Members entitled to vote shall be notified by The Club’s notice regarding the proposed By-Law amendments. Such notification shall be posted on The Club website and/or by mail correspondence.

Indemnity:

Members of the Board of Directors or other servants to The Club, their heirs, executors, administrators and estate and effects respectively shall be indemnified and saved harmless at all times by The Club against all costs, losses and expenses incurred by them respectively in or about the discharge of their respective duties, except such as happens from their own respective willful neglect or default.

Finance:

The accounts of The Club shall:

  • Be audited annually by a qualified outside auditor contracted by the Treasurer and with the Board of Directors approval.
  • Shall be available for review by any member in good standing through written request to the Executive.

Fiscal Period:

The fiscal year of The club will run from January 1st to the last day of December.

Dissolution:

In the event of dissolution of The Club, and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of by the Board of Directors to charity(s) or not for profit organization(s) at the Board of Directors discretion.

 

Enacted this 4th day of December, 2013.

Tom Milc – President

Rick Bacon – Vice President

Rob Bird – Treasurer

Paul Foley – Trails Master

Stephanie Poulin – Membership Chair/Secretary