Constitution and By-Laws

GLBC By-laws

• Article I - General – Page 2
• Article II - Membership – Page 3
• Article III - Board of Directors – Page 4
• Article IV - Board Meetings – Page 5
• Article V - Member Meetings – Page 5
• Article VI - Protection of Directors and Others – Page 5
• Article VII - Finances – Page 6
• Appendix to By-Laws – Role of Directors – Page 7

Article I: General

1.1 Purpose – These By-Laws relate to the general conduct of the affairs of Goulbourn Lawn Bowling Club.
1.2 Definitions – The following terms have these meanings in these By-Laws:
a) Inspector of Records - appointed by the Board to review the books, accounts and records and submit a report to the Members at the Annual General Meeting
b) Board - means the Board of Directors of the Club
c) Director - an individual elected or appointed to serve on the Board pursuant to these By-Laws
d) Ordinary Resolution - a resolution passed by a majority of the votes cast on that resolution
e) Special Resolution – a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution
f) Designated Directors – are three (3) Executive Directors who have the Board’s authority to sign cheques, drafts or orders or contracts
g) Appendix to By-Laws – A listing of Director Roles appended for information but not an included element of the By-Laws.
1.3 Club Business Address – The official address for all correspondence to the Club will be that of the Board Secretary.
1.4 No Gain for Directors or Members – The Club will be managed without the purpose of gain for its Directors and Members, and any profits or accretions to the Club will be used in promoting its objectives.
1.5 Ruling on By-laws- The Board will have the authority to interpret any provision of these By-laws that in its opinion is contradictory, ambiguous or unclear.
1.6 Conduct of Meetings – Unless otherwise specified in these By-laws, meetings of Members and meetings of the Board will be conducted according to “Roberts Rules of Order”.
1.7 City of Ottawa – The area on which the Club is situated, including the ground and trees is the property of the City of Ottawa. Any construction to be carried out on the property must be approved by the City of Ottawa.
1.8 District 16 – The Ontario Lawn Bowling Association (OLBA) is comprised of sixteen (16) districts. The Goulbourn Club belongs to District 16 along with ten (10) other Lawn Bowling Clubs and the Ottawa Short Mat Bowling Club.
1.9 Amendment to By-Laws
a) The By-Laws may be amended at any Special or General Meeting provided notification is given in writing and is available to members at least fourteen (14) days prior to the meeting. The proposal must be carried by Special Resolution.
b) The By-Laws shall be reviewed by the Board every two (2) years.

ARTICLE II: Membership

2.1 Categories - The Club has two categories of Membership which are the ”Social Member” and the “Playing Member”.
2.2 Club Membership – Shall be available to all applicants who meet the following qualifications:
a) Has agreed to abide by the By-laws of the Club
b) Has been approved by the Board or by an individual delegated this authority by the Board.
c) Has completed the Release of Liability, Waiver of Claims, and Indemnity Agreement.
d) Has completed the Club Registration Form and paid the annual membership fee.
2.3 Membership Fee
a) Any change proposed by the Board to the annual membership fees will be approved at an Annual General Meeting of the club’s Playing Members. The annual fee for Playing Members will be set to cover:
I. The entire anticipated costs of the club for the coming year.
II. To fund future capital costs over a reasonable number of years; and
III. To include all of the affiliation fees announced by the Ontario Lawn Bowling Association for the coming year
b) The Fee entitles each person to be a member of the Club for a period of twelve (12) months commencing 1st May and ending on the following 30th April.
c) Membership Fees are due and payable not later than thirty (30) days after the end of the previous membership term.
2.4 Member in Good Standing.-. A Member 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 and paid their Annual Fees as required by the Club
d) Has complied with the By-laws, 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 fees.

ARTICLE III Board of Directors (Executive Committee)

3.1 The business affairs of the Club will be managed by a Board of Directors consisting of nine (9) Directors with a maximum number to be determined from time to time by the Board.
3.2 The purpose of the Board is to undertake the day to day prudent management of the Club’s affairs in accordance with the By-laws and relevant Annual General Meeting direction, while abiding by the Code of Conduct, Policies, and Rules of Play as established by Bowls Canada Boulingrin and the Ontario Lawn Bowling Association.
3.3 The Board will be composed of the following:
a) Three (3) Executive Directors, President, Secretary, Treasurer
b) Vice President
c) All other Directors shall be Directors-at-Large.
3.4 Directors shall serve on the Board for a term of three (3) years. Every serving Director shall, if qualified, be eligible for re-election once. While Directors may serve up to six (6) years in their elected position, no Member may serve on the Board for more than Nine (9) consecutive years.
3.5 Directors shall be elected during Annual General Meetings or by appointment by the Board when necessitated by an unforeseen Board vacancy. The person selected by the Board to fill an unforeseen Board vacancy will hold that position on a temporary basis until the next Annual General Meeting, when a replacement to fill the vacancy can be voted into office by the Club Members for the remainder of the original Director’s three (3) year term.
3.6 Any Director who misses three (3) consecutive Board Meetings without prior notice, will have the position declared vacant and the Board may appoint a new member to undertake the duties of that position, until the next Annual General Meeting.
3.7 To avoid the need for all nine (9) Directors vacating their posts at the same time, a staggered three (3) year term of office shall be used with only three (3) new or re-elected Directors being elected at the Annual General Meeting, only one of which may be an Executive Director.
3.8 The current grouping of Directors with the same three (3) year terms of office are as follows:
a) Secretary, two (2) Directors-at-Large
b) President, Vice President, one (1) Director-at-Large
c) Treasurer, two (2) Directors-at-Large
3.9 The immediate Past President shall become an ex-officio member, but without voting privileges, of the Board of Directors and may attend Board meetings.
3.10 The Board will assign responsibility for the co-ordination of various club activities to individual Directors-at-Large. The responsible Director-at-Large shall propose a structure (size and makeup of committee(s), committee chairs, task forces, etc.) and roles to enable the area of responsibility to be
Approved Amendment 2 October 2020
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addressed. The Board shall review and give approval, if appropriate, to the proposed structure, action plan, and annual budget. Such Directors shall report to the Board on the activities of their group.

ARTICLE IV Board Meetings

4.1 A meeting of the Board will be held at any time and place as determined by the President, or by at least two (2) Directors.
4.2 At any meeting of the Board of Directors a quorum will consist of a majority of Directors holding office.
4.3 During voting, excluding the President or Chair, each Director is entitled to one vote. Voting will be by a show of hands, poll, written or orally unless a majority of Directors present, request a secret ballot. Resolutions will be passed by Ordinary Resolution in favour of the resolution. In the event of a tie, the President or Chair of the meeting shall cast a vote to decide the issue.
4.4 Meetings of the Board may be closed to Members except by invitation of the Board. Any individual invited to attend a Board Meeting will have no voting rights.
4.5 Directors may attend a Board meeting by electronic means.

ARTICLE V Member Meetings

5.1 All members who meet the requirements, i.e., are club members and in good standing, can attend the following meetings:-
a) Annual General Meeting.
b) Extraordinary General Meetings called by the Board.
c) Other meetings as requested by at least 15% of the Members and called by the Board. The request must be submitted to the Board in writing three (3) weeks in advance.
5.2 The Directors must convene within thirty (30) days of the beginning of the Club’s Fiscal Year an Annual General Meeting to advise/present the Members of the following:-
a) The financial status of the Club
b) The Greens Director’s report
c) Present Club Trophies to Club Tournament winners
d) Acknowledge members who performed well at District Tournaments
e) Elect new Directors as required
f) A discussion and questions opportunity for Members.

ARTICLE VI Protection of Directors and Others

6.1 Will Indemnify - Directors will be insured by the OLBA in accordance with, and to the extent provided, in the provisions of the By-Laws, Polices and Regulations of the OLBA.
6.2 Will Not Indemnity – Neither the OLBA nor the Goulbourn Lawn Bowling Club will indemnify an Executive Member or any other persons for acts of fraud, dishonesty, or bad faith.

ARTICLE VII Finances

7.1 The Fiscal Year for the Club will be 1st October to 30th September, or such other period as the Board may from time to time determine. The Annual Financial Statement and the Inspector of Records Report will be prepared for the Annual General Meeting (AGM). In the event that timing of the AGM prevents presentation of the Final and Inspected statement, a good Draft will be presented at the AGM and the Inspected Annual Financial Statement circulated to members as available.
7.2 All contracts must be pre-authorised by the Board prior to them being signed by the designated Executive Directors.
7.3 The Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document will be executed.
7.4 The Board of Directors does not have any authority to borrow or incur any liability without the sanction of a Special Resolution presented for approval by the members.
7.5 All Contracts regardless of the value must be co-signed by the Treasurer and one (1) of the two (2) other designated Directors. In the absence of the Treasurer, the two (2) other designated Directors may sign.
7.6 The Club may acquire, lease, sell or otherwise dispose of equipment as the Board of Directors may determine.
7.7 The necessary books and records of the Club required by these By-laws or by applicable law will be properly maintained and kept, and will include, but not be limited to:-
a) The Club’s By-laws.
b) The minutes, including resolutions (motions) of meetings of the Members, and of the Directors and any committee of Directors.
c) A register of Directors showing their term of office.
d) A register of Members.
e) Accounting records adequate to enable the Directors to ascertain the financial position of the Club.
7.8 The Board Secretary, or an Archivist designated by the Board, shall keep, and maintain all Board Books and Records. The Books and Records shall also be available to Members of the Club.

GLBC Constitution

1. The name of the organisation is the “Goulbourn Lawn Bowling Club” herein referred to as the Club.
2. The objectives of the Club are to:
a) promote Lawn Bowling as a recreational sport for all ages in the area and to encourage active participation in it whether in a competitive or social level
b) encourage and maintain fellowship among the members and members of other Lawn Bowling Clubs
c) maintain the green, equipment, ground and buildings in good condition
3. The Club is an Not-for Profit organization.
4. The Club Fiscal Year will be 1st October to 30th September, or such other period as the Board may from time to time determine.

Appendix to By-Laws - Role of Directors

President

a) Shall be a current member in good standing with the Club.
b) Have a clear understanding of the Club’s rules, policies, and By-Laws.
c) Prepare and circulate Agenda and Chair all meetings of the Club Members and/or Directors.
d) Officially represent the Club at all functions, with powers to delegate such duties.
e) Ensure that the Board of Directors fulfill its obligations.
f) Assist the Club in fulfilling it’s legal and financial responsibilities.
g) Take responsibility for personal conflicts of interest and manage these appropriately.
h) With the Treasurer co-sign the Financial Monthly Report.
i) Be one of the three (3) designated Executive Directors with the authority for signing cheques, bank drafts, orders, or contracts.
j) Be an ex-officio member of all committees.
k) Arrange the handover or succession planning for the position.

Secretary

a) Shall be a current member in good standing with the Club.
b) Organize and attend Board Meetings and Annual General Meeting.
c) Record and ensure approval, distribution, and filing of minutes of each meeting.
d) Read, reply promptly, and ensure filing of Club correspondence.
e) Ensure that insurance, records of members and sponsors, and legal documents (By-Laws, leases, etc.) are up to date.
f) Maintain, or ensure appropriate maintenance and filing of all Books and Records of the Club.
g) Arrange the handover or succession planning for the position.

Treasurer

a) Shall be a current member in good standing with the Club.
b) Maintain records of all donations, fees, tournament fees, fund raising monies and disbursements pertaining to the Club.
c) Deposit all monies in an account at the Branch of a Bank approved by the Board of Directors.
d) Create invoices and pay all bills as approved by the Board. Pay accounts by cheque drawn on Club’s bank account and maintain a petty cash voucher system.
e) All cheques regardless of value must be signed by the Treasurer and one (1) of the other two (2) designated Executive Directors. In the absence of the Treasurer, the two (2) other designated Executive Directors may sign.
f) Keep up to date financial records, and report status at each Board Meeting
g) Prepare an end of year financial report.
h) Maintain a list of assets.
i) Arrange the handover or succession planning for the position.

Vice-President

a) Shall be a current member in good standing with the Club.
b) Act in the absence of the President at meetings and functions, with power to delegate such duties.
c) Assist in the performance of the President’s duties, with powers to delegate such duties.
d) Be one of the three (3) designated Executive Directors with the authority for signing cheques, bank drafts or orders or contracts.
e) Be an ex-officio member of all committees, with power to delegate such duties.
f) Identify a suitable Inspector of Records to review the annual accounts.

Directors at Large

a) Shall be current members in good standing with the Club.
b) Accountable for responsibilities as mutually agreed with the Board.
c) Be responsible for the day-to-day business of the Club.
d) Be empowered to set up working committees of Members, and authorise sub-committees, to liaison with and to report to the Board on their assigned responsibilities.
e) Ensure any required documents and fees are obtained and passed to the Club Secretary and Treasurer as appropriate.
f) Prepare appropriate budgets for Board approval by September 1 annually.
g) Arrange the handover or succession planning for the assigned position.
h) Board agreed day-to-day business and other activities may vary from time to time. Standard business and associated general responsibilities of the Directors at Large includes the following:

1) Membership

i. Obtain original signed copies of all member’s Application/Registration Forms
ii. Obtain original signed copies of all member’s Release of Liability, Waiver of Claims and Indemnity Agreement Forms.
iii. Collect annual membership fees as set by the Board
iv. Liaise with OLBA Membership Director to obtain OLBA member number.
v. Prepare and distribute to members their Membership Card.
vi. Ensure members receive annual Card sticker confirming payment of fees
vii. Liaise with Club Secretary regarding register of annual members, and required original signed form

2) Greens and Equipment

i. Oversee facility opening and closing activities such as:
1) erecting and dismantling the patio tent
2) storage of equipment
3) coordinating water opening and shut off with City facilitator
4) preparing the Green for play
5) closing and winterizing the Green
ii. Ensure that the bowling green and surrounding area are maintained in an attractive and satisfactory condition.
iii. Be responsible for setting up and maintaining the sprinkler system.
iv. Prepare, in consultation with Tournaments and Play, a schedule fertilizing, dethatching and other periodic Green maintenance activity.
v. Arrange for any supplies and machinery required, in consultation with the Board.
vi. Oversee the maintenance of all Club owned machinery.
vii. Arrange a schedule of times during which the green is open for play.
viii. Prepare green for official Tournament days.
ix. Determine direction of play and rinks to be used on regular bowling days.
x. By September 1st prepare for Board approval the Annual operating budget to cover foreseeable regular expenditures as well as unusual items the may arise.
xi. Liaise with Club Treasurer regarding maintaining a current list of all Club assets.

3) Tournaments and Play

i. Organise and manage all tournaments including Club championships.
ii. Ensure appropriate coordination, in consultation with Greens and Equipment, of regular Club play, tournaments and other non-tournament Club activities.
iii. In consultation with the Board of Directors agree on the costs for entrance fees, meals and prizes where applicable.
iv. Advise the Board of Directors with respect to rules and regulations concerning conduct of play at tournaments and Club championships.
v. Liaise with Club Treasurer with respect to the gross and net intake for each invitational tournament.

4) Hospitality

i. Organise and arrange Club social events.
ii. Provide and prepare food for catering of Club-sponsored tournaments including acquisition of food, beverages, prizes and other necessary supplies.
iii. Provide supporting invoices and financial statements for all expenditures to the Club Treasurer for each event.

5) Communications and Publicity

i. Responsible for advertising and promotional information.
ii. Preparation of press release for local media.
iii. Oversees club promotional activities such as Open Houses.
iv. Attendance at events that promote sports such as Lawn Bowling.
v. Oversees improvements and enhancements of Club web site.
vi. Manages all in-house communications to members.