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SHELBURNE
HARBOUR YACHT CLUB
OF
SHELBURNE
COUNTY
,
NOVA
SCOTIA
ESTABLISHED
1983
INCORPORATED
1984
MEMORANDUM
OF ASSOCIATION
AND
BY-LAWS
AMENDED
April
25, 2005
MEMORANDUM
OF ASSOCIATION
OF
THE
SHELBURNE
HARBOUR YACHT CLUB
1.
The
name of the Society is the Shelburne Harbour Yacht Club.
2.
The
Objects of the Shelburne Harbour Yacht Club are:
a.
To
foster, facilitate, support, and otherwise act upon all matters of a
recreational sailing and boating nature that will be of assistance to
the communities of Shelburne County, and the citizens thereof, most
especially the youth of the communities, and to partake of and encourage
by all means possible and reasonable to teach and train our citizens to
participate in recreational sailing and boating for the benefit of
themselves and their communities.
b.
To
foster, facilitate, and support a wide variety of social activities for
the enjoyment of all members.
c.
To
acquire by way of grant, gift, purchase, bequest, devise, or otherwise,
real and personal property and to use and apply such property to the
realization of the objects of the society.
d.
To
buy, own, hold, lease, mortgage, sell, and convey such real and personal
property as may be necessary or desirable in the carrying out the
objects of the Society.
Provided
that nothing herein shall permit the Society to carry on any trade,
industry, or business, nor to allow any gain to any members of the
Society. Any surplus or any
accretions of the Society shall be used solely for the purpose of the
Society and the promotion of its objects.
Provided,
further, that if for any reason the operations of the society are
terminated or are dissolved and there remains, at any time, after
satisfaction of all its debts and liabilities, any property whatsoever,
the same shall be paid to some other charitable organization in Canada
having objects similar to those of the Society
3.
The
activities of the Society are to be carried out in the
county
of
Shelburne
, in the
Province
of
Nova Scotia
, and adjacent
waters.
4.
The registered office of the Society is at
107 Water Street
,
Shelburne
,
Nova Scotia
.
Registration
Number 1578319
BY-LAWS
OF
THE
SHELBURNE
HARBOUR
YACHT CLUB
DEFINITIONS
In
these By-Laws, unless there is something in the subject or context
inconsistent therewith:
a.
“Club”
means the Shelburne Harbour Yacht Club.
b.
“Yacht”
means a pleasure craft driven by wind or power.
c.
“Flag
Officer” means a member of the Club holding a rank of Commodore, Vice
Commodore, or Rear Commodore.
d.
“Registrar”
means the Registrar of Joint Stock Companies appointed under the Nova
Scotia Companies Act.
e.
“Special
Resolution” means a resolution passed by not less than three-fourths
of such members entitled to vote as are present in person at a general
meeting or special meeting of which notice specifying the intention to
propose the resolution has been duly given to members at least two weeks
prior to the meeting.
f.
All
words denoting persons, such as Officer and Chairman, equally apply to
men and women.
SECTION
I…MEMBERSHIP
1.1
The
privilege of membership is offered to all who subscribe to the objects
of the Club.
1.2
Each
candidate is considered for membership upon receipt of completed
application with appropriate fee. The
application must be endorsed by one
member in good standing and approved by the majority of voting
members in attendance at the next General Meeting.
1.3
Those
purchasing a voting membership must wait until the meeting following
acceptance as a member, in order to vote.
1.4
A
member in goods standing is a member who has paid the annual dues and
who is not in arrears or indebted to the Club.
1.5
An
honorary member shall be a person whom the Club may wish to honour.
An honorary member must be approved by the Executive and elected
by two-thirds’ majority of voting members at a general meeting of the
Club. Honorary members shall
not be required to pay dues but shall be entitled to all the privileges
of the Club. An honorary
member is not entitled to vote nor to hold office.
1.6
A
complimentary membership – for a one-year term – may be bestowed
upon the recommendation of a member and then voted on at a general
meeting. A complimentary
member is not entitled to vote nor to hold office.
1.7
A
Voting Member may attend all meetings, participate in discussion, and
vote. Voting members may be
a member of the Executive and may chair a Committee.
A voting member shall be entitled to all the privileges of the
Club.
1.8
A
Social member may attend all meetings but does not have the right to
vote. Social members may sit
on committees but cannot be a member of the Executive nor chair a
Committee. A Social member
shall be entitled to all the privileges of the Club except as previously
stated.
1.9
An
Outport member is a member who is not a resident of
Shelburne
County
.
An Outport member may attend all meetings but may not participate
in discussion nor do they have a right to vote.
An Outport member may not be a member of the Executive, nor chair
a Committee. An Outport
member shall be entitled to all the privileges of the Club except as
previously stated.
1.10
A
new member is one who has never before been a member of the Club.
1.11
Every
member in good standing, who has purchased a voting membership, shall be
entitled to hold any office and to vote at any general or special
meeting of the Club. There
shall be no proxy voting.
1.12
The
Membership Committee may recommend removal of any member when
appropriate. Removal shall
ensue upon the majority vote by the Executive Committee.
Membership
Dues/Fees
1.13
The
annual dues/fees for membership categories shall be proposed by the
Membership Committee for the approval of the Executive Committee and
shall be voted on by the general membership at the November general
meeting.
1.14
The
membership year shall start 1st January and end 31st
December of the same calendar year.
1.15
No
member shall be entitled to the privileges of the Club and its
facilities until the current year’s membership dues have been paid.
1.16
Members
who have not renewed memberships in due time may be reminded in writing
at the discretion of the Membership Committee.
1.17
A
new member’s application may be received for the current year at the
current fee until August 1st.
The new members may join at a reduced rate of one-half of the
annual fee after August 1st.
1.18
Non-members,
who are residents of
Shelburne
County
, may only be
signed in as a guest three times. On
the fourth occasion, they must purchase a membership in order to access
the facilities.
SECTION
II…MEETINGS
2.1
General
Meetings of the membership may be held on a regular basis.
Dates, times may be changed as necessary.
Seven members constitute a quorum.
2.2
Meetings
of the Executive Committee may be called by the Commodore or
designate as deemed necessary.
2.3
Special
Meetings of the Club may be called by the Commodore or designate at the
written request of ten members in good standing or as the Commodore or
designate may deem necessary. No
other business may be conducted at this meeting other than that for
which the special meeting is called.
2.4
Each
member of the Club shall receive twenty-one days written notice of any
Annual, General, or Special Resolution Meeting.
Such notice shall specify the place, day, and the hour of the
meeting and the general nature of the business to be transacted.
Notice of any meetings where special business will be transacted
shall be accompanied by sufficient information to permit the member to
form a reasoned judgment on the decision to be taken.
2.5
The
Annual General Membership Meeting shall be held within ninety days of
fiscal year end. The
Secretary shall advise the membership of such meeting.
The date and time of the annual meeting may be changed at the
discretion of the Commodore. The
quorum shall be the same as a regular general meeting.
2.6
Chairman…if there is no Commodore, Vice, or Rear Commodore
present, the members present shall choose someone of their number to act
as chairperson.
SECTION
III…ELECTION OF OFFICERS
3.1
The following officers are to be elected, by a majority vote at
the General Monthly meeting in November of each year:
Commodore
Vice
Commodore
Rear
Commodore
Secretary
Treasurer
3.2
The
Commodore, the Vice Commodore, and the Rear Commodore are the Flag
Officers of the Club and, together with the Secretary and Treasurer,
constitute the Executive.
Vacancies
3.3
A
vacancy in any Executive or Executive Committee position may be filled
by appointment and majority consent of the elected Officers.
3.4
If
any elected Officer is absent from any three consecutive meetings
without due cause, a vacancy is declared.
The vacant position may then be filled by Executive appointment.
Removal
of an Officer
3.5
A written petition, signed by twenty-one percent of voting
members must be presented in order to bring the motion for the removal
of an officer to the floor.
3.6
A
Special Resolution Meeting shall then be called and the resolution to
remove an officer must be passed by two thirds of the voting members
present at the meeting.
SECTION
IV…OFFICERS AND THEIR DUTIES
Commodore
4.1
It
shall be the duty of the Commodore to take command of the Club and
preside at all meetings of the Club.
He/she shall enforce the By-Laws and the regulations and rulings
of all committees. He/she
shall carry on the work of the Club in the promotion of its image and
interest.
4.2
The
Commodore is an ex-officio member of all committees.
Vice
Commodore
4.3
It
shall be the duty of the Vice Commodore to assist the Commodore in the
discharge of his/her duties, and in his/her absence to officiate in his
stead.
4.4
The
Vice Commodore is to be in overall charge of all clubhouse and
shore-related activities.
Rear
Commodore
4.5
The
Rear Commodore is to be in overall charge of all facilities afloat and
is responsible for the direction of all on-the-water related activities
of the Club.
4.6
It
is the duty of the Rear Commodore to officiate in the absence of the
Commodore and the Vice Commodore.
4.7
In
the discharge of the Rear Commodore’s responsibilities, he/she may
appoint a Fleet Captain to act as chairman of the Race Committee.
4.8
In
the absence of the Rear Commodore the Commodore will assume the duties
of the Rear Commodore.
Secretary
4.9
It
shall be the duty of the Secretary to keep a correct roll of the members
of the Club and a list of Yachts registered with the Club.
4.10
The
Secretary is responsible for books, documents, records, papers, and
files connected with the business of the Club.
4.11
The
Secretary shall notify members of special meetings of the Club, attend
all meetings of the Club, keep minutes, records and reports of all
meetings, conduct all correspondence, and generally discharge such other
duties as are assigned by the Executive.
Treasurer
4.12
It
shall be the duty of the Treasurer to have responsibility for all the
funds of the Club, to collect the annual dues and all monies owing to
the Club, to pay all bills contracted by the Club when properly
authorized, to keep a correct and ample account of all receipts and
disbursements.
4.13
The
Treasurer shall make a report of the financial condition of the Club on
a regular monthly basis, and an annual report at the end of the fiscal
year.
4.14
It
shall be the duty of the Treasurer to ensure an annual audit is
conducted prior to presentation at the meeting immediately following
completion of the audit.
Chain
of Command
4.15
The Chain of Command shall follow as such: Commodore to Vice
Commodore to Secretary to Treasurer to Club Manager to Committee Chair.
SECTION
V…EXECUTIVE COMMITTEE
5.1
The Executive Committee shall have the responsibility for the
general management and supervision of the ordinary business and affairs
of the Club.
5.2
The
Executive Committee shall be comprised of the following:
“The
Flag Officers”
-
Commodore
-
Vice Commodore
-
Rear Commodore
Secretary
Treasurer
Past
Commodore – an optional office with or without portfolio
3.7
Meetings
of the Executive Committee shall be called by the Commodore as often as
is required for the dispatch of business.
3.8
The
Commodore is Chairman for the Executive Committee and shall be entitled
to vote. The majority of
those present shall be required to carry any motion in the affirmative.
SECTION
VI…COMMITTEES
Standing
6.1
The
Fleet Captain is the Chairman of the Race Committee.
He/she is appointed by, and is directly responsible to, the Rear
Commodore.
6.2
The
Fleet Captain may add other members to the Race Committee at his/her
discretion and may establish such subcommittees as may be necessary from
time to time.
Entertainment
Committee
6.3
The
Entertainment Director is the Chairman of the Entertainment Committee
and is directly responsible to the Executive Committee.
6.4
The
Entertainment Director is responsible for establishing sub-committees to
organize activities and solicit sponsors for individual events
(excluding special and/or fundraising events outside the Club).
Bar
Committee
6.5
The
Bar Manager is the Chairman of the Bar Committee and is directly
responsible to the Executive Committee.
6.6
The
Bar Manager shall keep all records of sales and expenditures and report
on a regular monthly basis. As
well, an annual report of the same within ninety days following
year-end.
6.7
The
Bar Committee may consist of any number of members, as the Bar Manager
feels necessary to carry out the duties of the Bar, according to
regulations as put forth.
Nominating
Committees
6.8
The
Nominating Committee shall be appointed by the Commodore to bring forth
a slate of officers for election at the annual meeting.
6.9
It
shall consist of three previous Commodores, provided they are members in
good standing of the Club.
6.10
Nominations
will also be accepted from the floor and, if a vote is required,
election is by a simple majority.
Membership Committee
6.11
The
Membership Committee shall consist of at least three voting members in
good standing.
Marina
Committee
6.12
The
Commodore shall act as Chairperson for this Committee.
6.13
Management
of the wharfage, docks, kitchen, laundry, showers, and fuel docks shall
be conducted in accordance with rules and regulations as set forth in
the By-Laws of the Shelburne Harbour Marina Association.
6.14
Any
such regulations shall be posted in a conspicuous place.
6.15
The
Chair of the Shelburne Harbour Marina Association shall make a monthly
report to the general meeting of the Shelburne Harbour Yacht Club.
As well, an annual report of the same within ninety days
following year-end.
Osprey
Committee
6.16
The
Chair of the Osprey Committee shall represent the Shelburne Harbour
Yacht Club at all meetings involving management of the Osprey Arts
Centre and Marina Complex.
6.17
The
Chair of the Osprey Committee is responsible for providing monthly
reports pertaining to joint-fundraising activities and other activities
related to the joint management of the complex.
Finance Committee
6.18
The
Finance Committee shall be appointed by the Executive Committee and
reviewed annually by the membership.
6.19
It
is the duty of the Finance Committee to review all expenditures of the
Club over an amount as specified by the Executive Committee.
6.20
It
is the duty of the Finance Committee to conduct a monthly review of the
current financial status and make a report on a regular monthly basis.
As well, an annual report of the same must be completed and
presented to the general membership within ninety days following
year-end.
6.21
It
is the duty of the Finance Committee to ensure that all committees enact
appropriate accounting procedures and policies.
6.22
It
is the duty of the Finance Committee to assist the Executive Committee
of the Shelburne Harbour Yacht Club and Shelburne Harbour Marina
Association to develop an annual budget.
Kitchen Committee
6.23
Members
of the Kitchen Committee shall be appointed by the Executive Committee.
6.24
It
is the duty of the Kitchen Committee to oversee all activities
pertaining to the use of the Kitchen and to include, but not be limited
to rental, staffing, hiring and supervision, and purchases.
6.25
The
Kitchen Committee shall keep all records of sales and expenditures and
report on a regular monthly basis. As
well, an annual report of the same, must be completed and presented to
the general membership within ninety days following year-end.
Committees
– Other
6.26
Ad
Hoc Committees may be established from time to time as required for the
management of programmes, activities, and/or special events.
Chairpersons of Ad Hoc Committees may be appointed by the
Executive.
6.27
Sub-Committees
of Standing Committees may be formed from time to time as may be
required for the efficient operation of the Committee.
Chairpersons for the Sub-Committees may be appointed by the
Chairperson of the Standing Committee.
SECTION
VII…FINANCES
Fiscal Year
7.1
The
Fiscal Year shall be the period from 1 January in any year to 31
December in the same year.
Signing
Authority
7.2
Those
officers with signing authority for the Club shall be the Commodore, the
Vice Commodore, the Secretary, and the Treasurer.
Financial
Reports
7.3
The
Treasurer shall provide a written financial report on a regular monthly
basis.
7.4
The
Treasurer shall present to the annual general meeting, within ninety
days following year-end, a statement of revenue and expenditures for the
preceding year. The
Executive Officers shall state whether, in their opinion, those record a
true and correct view of the Club’s affairs.
A copy of this statement shall be filed with the Registrar within
sixty days after the annual general meeting.
7.5
An
audited financial statement of the Club shall be carried out at the end
of each fiscal year.
7.6
The
Bar Manager shall keep all records of sales and expenditures and report
on a regular monthly basis. As
well, an annual report of the same within ninety days following
year-end.
7.7
The
Kitchen Committee shall keep all records of sales and expenditures and
report on a regular monthly basis. As
well, an annual report of the same within ninety days following
year-end.
Expenditures
7.8
No
Club funds shall be disbursed without proper authority.
7.9
All
cheques drawn on the account of the Shelburne Harbour Yacht Club require
two signatures of signing authority Officers.
Ordinary operating and maintenance expenditures shall be
authorized by the Finance Committee.
7.10
Any
capital expenditure over the amount of five hundred dollars must
be voted on by the general membership.
7.11
Authorization
of expenditures for special events or emergencies can be given by the
Executive.
Borrowing
Powers
7.12
Borrowing
Powers of the Club may be exercised by Special Resolution of the
members.
SECTION
VIII…DISCIPLINE
8.1
If
it comes to the attention of the Executive that a member has wilfully;
(a)
infringed
any By-Laws or regulations of the Club; or
(b)
been
guilty of conduct unbecoming a member of the Club,
the
member may be expelled by the Executive or suspended from privileges of
the Club for a period as determined by the Executive.
MISCELLANEOUS
9.1
The
Club shall file with the Registrar with its Annual Statement a list of
the Executive Officers with their addresses and dates of election or
appointment, within sixty days after the election of officers.
9.2
The
Club shall file with the Registrar a copy of every Special Resolution,
within sixty days after the resolution is passed.
9.3
The
books and records of the Club may be inspected by any member at any
reasonable time at the registered office of the Club.
9.4
Contracts,
deeds, bills of exchange, and other instruments may be executed on
behalf of the Club by the Commodore or the Vice Commodore and the
Secretary or otherwise as prescribed by a Special Resolution Meeting of
the Executive Committee.
9.5
The
Seal of the Club shall be held by the Secretary and may be affixed to
any document on resolution of the Executive.
9.6
The
Officers of the Club will not receive remuneration.
9.7
If
rules contained herein do not cover a particular situation, the Laws of
Parliament shall govern in all cases.
REPEAL
AND AMENDMENT OF BY-LAWS
10.1
These
By-Laws and the Memorandum of Association or any portion of it or them
may be amended or repealed by Special Resolution at a general meeting
A COPY OF THESE
BY-LAWS
AND
THE MEMORANDUM OF ASSOCIATION
SHALL
BE POSTED IN THE CLUBHOUSE
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