ARTICLE I GENERAL
1.1 Purpose: These Bylaws relate to the general conduct of the affairs of the Winnipeg Speed Skating Club, referred to as the “Club” in these Bylaws.
1.2 Definitions: The following terms have these meanings in these Bylaws
a) Ad-hoc Committee – any committee, other than a Standing Committee, established by the Board to perform a certain task
b) Board – the Board of Directors of the Club
c) Club – Winnipeg Speed Skating Club
d) Director – an individual elected or appointed to serve on the Board pursuant to these Bylaws
e) Member – will include all categories of membership pursuant to these Bylaws
f) Ordinary Resolution – a resolution passed by the majority of votes cast in a General Meeting of Members for which proper notice has been given
g) Skating Family – one or more Members of the Club that belong to the same family unit.
h) Special Resolution – a resolution passed by not less than two-thirds of the votes cast at a General Meeting of Members for which proper notice has been given
i) Standing Committee – A permanent committee that meets regularly.
1.3 Head Office: The head office of the Club will be located in Winnipeg, Manitoba, Canada at such place therein as may from time to time be determined by the Board.
1.4 No Gain for Members: The Club will be carried on without the purpose of gain for its Members and any profits or other growth will be used to promote the objectives of the club.
1.5 Ruling on Bylaws: Except as provided in the Act, the Board will have the authority to interpret any provision of these Bylaws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Club.
ARTICLE II MEMBERSHIP
Categories of Membership
2.1 Categories: The Club has the following membership categories, the conditions of which are set out below. The Board may introduce other categories of membership and their admission criteria.
a) Athlete Member
b) Volunteer Member
c) Coaches and Officials
Category of Membership
2.2 Athlete Member: Any individual who is registered as an Athlete Member of the Club (Recreational or Competitive), and as an Athlete Member of Speed Skating Canada and Speed Skating Manitoba in which the club operates.
2.3 Volunteer Member: An individual who is registered as a Volunteer member of the Club, Speed Skating Canada and Speed Skating Manitoba who generally supports the objectives of the Club but does not otherwise qualify as a Regular member. Each skating family is expected to register one Volunteer member as per Speed Skating Manitoba guidelines and policies.
2.4 Coach or Official Member: An individual who is registered as a Coach or Official with the club, and Speed Skating Canada and Speed Skating Manitoba in which the club operates.
Membership Dues
2.6 Year: Unless otherwise determined by the Board, the membership year of the Club will be August 1 to July 31.
2.7 Dues: Membership dues for all categories of Membership will be determined annually by the Board of Directors with the exception of Speed Skating Canada and Speed Skating Manitoba fees which will be determined by Speed Skating Canada and Speed Skating Manitoba.
Transfer, Withdrawal and Termination of Membership
2.8 Transfer: Membership in the Club is non-transferable.
2.9 Termination: Membership in the Club will terminate immediately upon:
a) The expiration of the Member’s annual membership.
b) Dissolution of the Club.
c) As determined by a decision-making panel in accordance with the Club’s applicable discipline policies.
d) Two-thirds (2/3) vote of the Directors or the Members at a duly called meeting, provided reasonable notice is provided and the member is provided an opportunity to be heard.
e) Failing to pay membership dues or monies owed to the Club by the deadline dates prescribed by the Club.
2.10 May Not Resign: A Member may not resign from the Club when the Member is subject to disciplinary investigation or action of the Club.
Good Standing
2.11 Definition: A Member of the Club will be in good standing provided that the Member:
a) Has not ceased to be a Member;
b) Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
c) Has completed and remitted all documents as required by the Club;
d) Has complied with the Bylaws, policies and rules of the Club;
e) Is not subject to a disciplinary investigation or action by the Club, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board;
f) Has paid all required membership dues;
g) Abides by the Code of Conduct as provided by the Speed Skating Canada and Speed Skating Manitoba.
2.12 Cease to be in Good Standing: Members who cease to be in good standing, as determined by the Board of Directors, Discipline or Appeal Panels, will not be entitled to vote at meetings of Members, receive notice of member meetings, attend member meetings, speak at member meetings and, where the Member is a Director, at meetings of Directors, or be entitled to the benefits and privileges of membership, including but not limited to programs or competitions, until such time as the Board is satisfied that the Member has met the definition of good standing as set out above.
ARTICLE III MEETINGS OF MEMBERS
Types of Meetings
3.1 Types of Meetings – Meetings of Members will include Regular Board Meetings, Annual General Meetings and Special Meetings.
3.2 Regular Board Meeting – The Club will hold a minimum of three (3) Regular Meetings during the Membership Year. Such meetings may be called at any time by the Board or the President.
3.3 Special General Meeting – A Special General Meeting of the Members may be called at any time by the Board, the President, or upon the written requisition of five (5%) percent or more of the voting Members of the Club. A Special Meeting will be called within twenty-one (21) days and held within forty-five (45) days of receiving the written requisition. The Agenda of Special Meetings will be limited to the subject matter for which the meeting was duly called.
3.4 Annual General Meeting – As per Speed Skate Manitoba club guidelines, the Board will hold an AGM annually for the benefit of members to receive information, give input on the club’s direction, and for transparency to the Members.
3.5 Closed Meetings – Meetings of Members will be closed to the public except by invitation of the Board.
3.6 In Camera Meetings – The Executive or Board may select to hold In Camera Meetings to address sensitive issues. Such issues may include, but are not limited to, Human Resource/Staffing concerns, special investigations and financial matters. If an In Camera Session is part of a Regular meeting Members who are not part of the Board shall be asked to leave the meeting for the duration of the In Camera Session.
ARTICLE IV GOVERNANCE
Composition of the Board
4.1 Directors – The Board will consist of a minimum of five (5) and up to nine (9) Directors as follows: –
a) President
b) Treasurer
c) Director, Coaching and Programming
d) Director, Communications
e) Director, Equipment
f) Director, Fundraising
g) Director, Registration
h) optional – Member at Large (up to two)
Election of Directors
4.2 Eligibility – Any individual who is eighteen (18) years of age or older, is a Member of the Club, and is not a paid employee of the club, may be nominated for election as a Director.
4.3 Nominations Committee – The Board may appoint a Nominating Committee, which will be comprised of three individuals.
4.4 Nomination – Any nomination (and self-nomination) of an individual for election as a Director will:
a) Be submitted to the Head Office of the Club seven (7) days prior to the Annual General Meeting and
b) include the written consent of the nominee in the case they are being nominated by another party.
4.5 Incumbents – Individuals currently on the Board of Directors wishing to be re-elected are not subject to nomination but must provide notice to the Head Office of the Club seven (7) days prior to the Annual General Meeting that they wish to let their names stand for the upcoming election.
4.6 Circulation of Nominations – Valid nominations will be presented at the Annual General Meeting or Special Meeting.
4.7 Election – The election of Directors will take place annually at the Annual General Meeting. Effort will be made to ensure not all terms end at the same time to ensure institutional memory on the Board.
4.8 Decision – Elections will be decided by majority vote of the Members in accordance with the following:
a) One Valid Nomination – Winner declared by acclamation.
b) Two or More Valid Nominations – Winner is the nominee receiving the greatest number of votes. In the case of a tie, the nominee receiving the fewest votes will be deleted from the list of nominees and a second vote will be conducted. If there continues to be a tie and more than two nominees, the nominee receiving the fewest votes will be deleted from the list of nominees until there remains only two nominees or a winner is declared. If only two nominees remain and there continues to be a tie, the winner will be decided by the Board of Directors by resolution.
4.9 Terms – Elected Directors will serve terms of two years and will hold office until their successors have been duly elected in accordance with these Bylaws, unless they resign, are removed from or vacate their office. Directors will be eligible for re-election as Directors.
Resignation and Removal of Directors
4.10 Resignation – A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. This resignation will become effective the date on which the request is approved by the Board. Where a Director who is subject to a disciplinary investigation or action of the Club resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.
4.11 Vacate Office – The office of any Director will be vacated automatically if:
a) The Director is found by a court to be of unsound mind;
b) The Director becomes bankrupt;
c) The Director is not a member.
4.12 Removal – An elected Director may be removed by voting Members present at an Annual General Meeting or Special Meeting, provided the Director has been given fourteen (14) days written notice of and the opportunity to be present and to be heard at such a meeting.
4.13 Vacancy – Where the position of a Director becomes vacant for whatever reason and there is still a quorum of Board Members, the Board may appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office.
Meetings of the Board
4.14 Call of Meeting – The meetings of the Board of Directors will be held at any time and place as determined by the Board of Directors or the President.
4.15 Notice – Written notice, served other than by mail, of Board Meetings will be given to all Directors at least forty-eight (48) hours prior to the scheduled meeting. 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.
4.16 Quorum – At any meeting of the Board of Directors, quorum will consist of a majority of Directors holding office.
4.17 Voting – Each Director is entitled to one vote. Voting will be by a show of hands or orally unless a majority of Directors present request a secret ballot. Resolutions will be passed upon a majority of the votes being in favor of the resolution. In the event of a tie, the President is entitled to a second vote to decide the issue.
4.18 Closed Meetings – Meetings of the Board will be closed to Members and the public except by invitation of the Board.
4.19 Meetings by Telecommunications – The board may choose to hold meetings by virtual means as long as all participants can access the meeting in the format being proposed. A Director may participate in a meeting by virtual means as long as all persons participating in the meeting can hear each other, and the person using virtual means is in a private space for confidentiality reasons. A director participating in the meeting by that means is deemed to be present at that meeting.
4.21 Decisions in Lieu of Meetings – An email decision between meetings is considered a resolution on the date it is passed.
Powers of the Board
4.22 Powers of the Club – Except as otherwise provided in these Bylaws, the Board has the powers of the Club and may delegate any of its powers, duties and functions.
4.23 Managing the Affairs of the Club – The Board may make policies, procedures, and manage the affairs of the Club in accordance with the Act and these Bylaws.
4.24 Discipline – The Board may make policies and procedures relating to discipline of Members and will have the authority to discipline Members in accordance with such policies and procedures.
4.25 Employment of Persons – The Board may employ or engage under contract such persons as it deems necessary to carry out the work of the Club.
4.26 Borrowing Powers – The Board may borrow money upon the credit of the Club as it deems necessary.
Other Committees
4.27 Appointment of Ad-hoc Committees – The Board may appoint such standing and ad-hoc committees as it deems necessary for managing the affairs of the Club. The Board may appoint members of committees or provide for the election of members of these committees, may prescribe the duties and terms of reference of these committees, and may delegate to any committee any of its powers, duties, and functions except where prohibited by the Act, the Constitution or these Bylaws.
4.28 Committee Members – Any individual may be appointed to any committee by the Board, and once appointed will be a voting member of the committee, except where expressly prohibited by the Board or where the individual appointed to the committee is a staff person and thus a non-voting member of the committee.
4.29 Quorum – A quorum for any committee will be the majority of its voting members.
4.30 Terms of Reference – The Board may establish the terms of reference and operating procedures for all Committees, and may delegate any of its powers, duties, or functions to any Committee.
4.31 Vacancy – When a vacancy occurs on any Committee, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Committee’s term.
4.32 President Ex-officio – The President will be an ex-officio (non-voting) member of all Committees of the Club.
4.33 Removal – The Board may remove any member of any Committee.
Remuneration
4.34 No Remuneration – All Directors and members of Committees will serve their term of office without remuneration except for reimbursement of expenses as approved by the Board.
Conflict of Interest
4.35 Conflict of Interest – A Director or member of a committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Club will disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be, will refrain from voting or speaking in debate on such contract or transaction; will refrain from influencing the decision on such contract or transaction; and will otherwise comply with the requirements of the Act regarding conflict of interest.
Meeting Procedures for Special Meetings and Annual General Meetings
4.36 Location and Date – Meetings will be held at such date, time and place as determined by the Board.
4.37 Notice – Notice of Special Meetings and the Annual General meeting will be given to all members at least 14 days prior to the date of the meeting. The notice of Special Meetings and Annual General Meetings will contain a proposed agenda and reasonable information to permit Members to be prepared to participate in the meetings.
4.38 Meetings by Telecommunications – The board may choose to hold meetings by virtual means as long as all those that wish to attend can access the meeting in the format being proposed.
4.39 New Business – Any Member who wishes to have new business placed on the agenda of a meeting will give written notice to the Club at least seven (7) days prior to the meeting date or upon the sole discretion of the President or designate.
4.40 Quorum – Quorum at a meeting will be thirty percent of voting Members.
Voting at Meetings of Members (Special Meetings and AGM)
4.41 Voting Privileges – Members will have the following voting rights at all meetings of Members:
a) Regular Members eighteen (18) years of age and older may attend and participate in meetings and are entitled to one (1) vote. Underage Regular Members have no vote but may be represented by a parent or guardian who is an Associate Member in good standing.
b) Associate Members, and Official registered with the club eighteen (18) years of age or older shall be entitled to one vote at each Annual General Meeting and Special Meetings of the Club.
c) Coaches will be invited to provide input on issues requiring a vote, but will not have voting privileges due to conflict of interest as paid employees.
4.42 Scrutineers – In the case a vote will be held at a meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted.
4.43 Proxy Voting – Voting Members may vote by proxy, provided the proxy is submitted and received by the Club seven (7) business days in advance of the meeting. A Voting Member may hold a maximum of one (1) proxy.
4.44 Determination of Votes – Votes will be determined by a show of hands or orally unless a secret or recorded ballot is requested by the majority of voting members.
4.45 Majority of Votes – Except as otherwise provided in the Act or these Bylaws, an Ordinary Resolution will decide each issue. In the case of a tie, the issue is defeated.
ARTICLE VI FINANCE AND MANAGEMENT
6.1 Fiscal Year – The fiscal year of the Club will be 1 August to 31 July, or such other period as the Board may from time to time determine.
6.2 Bank – The banking business of the Club will be conducted at such financial institutions as the Board may designate.
6.3 Deposits and Withdraws – All securities, monies and cheques of the Club will be deposited for safekeeping in one of the Club’s bank accounts and may be withdrawn by ordinary resolution of the Board of Directors.
6.4 Expenditures Over Two Hundred – Expenditures over two hundred dollars ($200) will be discussed by the Board of Directors at a Board meeting or via online communication with the majority in favour prior to the expenditure.
6.5 Signing Authority –All written agreements and financial transactions entered into in the name of the Club will be signed by the treasurer or delegated to one of the following Board members: President, Vice-President, Director, Coaches or Director, Equipment.
6.6 Annual Budget – The President and the Treasurer will produce a formal fiscal year budget proposal for discussion and approval by ordinary resolution by the Board of Directors at the first Board meeting of the fiscal year.
6.7 Requests for Financial Aid – Requests for financial aid from third parties may be made to the Board of Directors at any time and must be submitted to the President.
6.8 Books and Records – The necessary books and records of the Club required by these Bylaws or by applicable law will be necessarily and properly kept.
6.9 Review – the books and records will be reviewed by the Finance Committee or the Executive before the Financial Statements are presented to the membership.
6.10 Property – The Club may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.
6.11 Borrowing – The Club may borrow funds upon such terms and conditions as the Board may determine.
ARTICLE VII NOTICE
7.1 Written Notice – In these Bylaws, written notice will mean notice which is hand-delivered or provided by mail, or email to the address of record of the Club, Director or Member, as the case may be.
7.2 Date of Notice – Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or e-mailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post-marked
7.3 Error in Notice – The accidental omission to give notice of a Meeting of the Directors, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the Meeting.
ARTICLE VIII DISSOLUTION
8.1 Dissolution – Upon dissolution of the Club and after payment of all debts and liabilities, its remaining property will be distributed to Speed Skating Manitoba.
ARTICLE IX INDEMNIFICATION
9.1 Will Indemnify – The Club will indemnify and hold harmless out of the funds of the Club each Director, their heirs, executors and administrators from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director.
9.2 Will Not Indemnify – The Club will not indemnify a Director or any other person for acts of fraud, dishonesty, or bad faith.
9.3 Insurance – The Club will, at all times, remain a member in good standing of the Speed Skating Manitoba and Canada in order to maintain in force such directors’ liability insurance as provided by Speed Skating Manitoba.
ARTICLE X CODE OF CONDUCT
10.1 All Board Directors and Members shall abide by the same Code of Conduct as prescribed by Speed Skating Manitoba and Speed Skating Canada.
ARTICLE XI DUTIES OF DIRECTORS
11.1 Duties of Directors
This list of duties is for guidance for the Board. Duties may be altered or shared among Directors from time to time considering the needs, skills and abilities of the club and the individual Directors.
a) The President will:
i. be responsible for the general supervision of the affairs and operations of the Club,
ii. preside at meeting,
iii. be the official spokesperson of the Club,
iv. oversee and supervise staff which may include delegation of supervision of staff to other Directors, such as the supervision of coaching staff to the Director, Coaching.
v. provide leadership,
vi. create and present a report to be presented at the Winnipeg Speed Skating Club and the Speed Skating Manitoba Annual General Meeting, and
vii. perform such other duties as may from time to time be established by the Board.
b) The Treasurer will:
i. keep proper accounting records;
ii. cause to be deposited all monies received by the Club in the Club’s bank account,
iii. supervise the management and the disbursement of funds of the Club,
iv. provide the Board with an account of financial transactions and the financial position of the Club as requested by the Board or President,
v. prepare annual budgets,
vi. keep the Board apprised of financial state of club.
vii. perform such other duties as may from time to time be established by the Board.
c) The Director, Coaching and Programming will:
i. Hire an adequate number of coaches to run programming,
ii. develop and maintain a coaching schedule.
iii. evaluate each coach at least once a year – this can be in the form of informal feedback at practices rather than a formal evaluation.
iv. ensure coaches have the required minimal training.
v. identify coaching development opportunities for club coaches
vi. attend Director meetings and provide a coaching report
vii. plan special events in collaboration with the coaches and the Board of Directors (e.g. ladder races, Bring a Friend night).
viii. respond to parent inquiries related to skater needs and abilities.
d) The Director, Communications will:
i. maintain email lists of Members to facilitate email communication.
ii. respond to, or direct, inquiries made to the club via email.
iii. pass on information received by the club from other sources such as Speed Skating Manitoba to the most appropriate audience.
iv. attend Board meetings.
v. other duties as assigned.
e) The Director, Equipment will:
i. be primarily responsible for skate rentals and returns.
ii. maintain skate rental inventory.
iii. control and manage all Club equipment (mats, pucks, buckets, skates and guards).
iv. make recommendations to the Board for new equipment needs and for items that should be considered for resale.
v. attend board meetings.
vi. other duties as assigned.
f) The Director, Fundraising will:
i. identify fundraising options and present to board.
ii. coordinate fundraising activities.
iii. other duties as assigned.
g) The Director, Membership will:
i. Organize and conduct Club registration.
ii. Ensure skaters are registered with Manitoba Section of Speed Skating Canada and Speed Skating Canada.
iii. Provide updated membership lists to the Executive.
h) Members at Large (optional; up to two) will:
i. attend board meetings.
ii. liaise between Members and board.
iii. support duties of the Board.
ARTICLE XII AMENDMENT OF BYLAWS
12.1 These Bylaws will be reviewed every two years by the Board. Any amendments or revisions need to be agreed upon by a majority of the Board. Amendments or revisions will be presented to the Members, for ratification, at the Annual General Meeting.
ARTICLE XIII ADOPTION OF THESE BYLAWS
13.1 Adoption by Board – These Bylaws are adopted by the Board of Directors of the Club at a meeting of the Board duly called and held on [date].
13.2 Ratification – These Bylaws are ratified by a Special Resolution of the Members of the Club present and entitled to vote at an Annual General Meeting duly called and held on March 21, 2024.
13.3 Repeal of Prior Bylaws -In ratifying these Bylaws, the Members of the Club repeal all prior Bylaws of the Club provided that such repeal does not impair the validity of any action done pursuant to the repealed Bylaws.
Winnipeg Speed Skating Club 