By-Laws

BY-LAWS OF THE NEW BRUNSWICK GYMNASTICS ASSOCIATION

Name

1 The official name of the Association shall be: THE NEW BRUNSWICK GYMNASTICS ASSOCIATION INC. (Hereinafter called the N.B.G.A.).

Membership

2(1)Membership in the N.B.G.A. is acquired for a one year period which runs from September 1st until August 31st of the following year, upon payment of the annual membership fee, which fee is set each year by the Executive Committee in consultation with the general membership.

2(2) Paid staff of the N.B.G.A. shall be ex-officio members of the N.B.G.A.

2(3)The N.B.G.A. may adopt Rules and Regulations setting out categories of Membership, including criteria for admission thereto, and prescribing fees for each category.

2(4) The duties of members are:
(a) To pay the membership dues and other assessments levied by the N.B.G.A.;
(b) To observe the provisions of the By-laws and of the Rules and Regulations of the N.B.G.A.;
(c) To abide by all resolutions and decisions adopted at a General Meeting, Executive Committee meetings and National Federation Meetings;
(d) To comply with the standards of the Code of Conduct adopted by the N.B.G.A..

2(5) The rights of members are:
(a) To attend and participate in discussions of the General Meetings;
(b) To exercise his or her judgement in accordance with the provisions of the By-laws;
(c) To participate in all N.B.G.A. activities, share in N.B.G.A. enterprises and enjoy all benefits arising out of membership in the N.B.G.A.

Head Office

3 The Head Office of the N.B.G.A. shall be any place in New Brunswick designated by the Executive Committee.

Purpose, Values, Objectives and Powers

4(1) The purpose of the N.B.G.A. is to provide leadership, systems and programs so that all participants may achieve personal growth and success.

4(2) The N.B.G.A. sees the athlete as the centre of the Association, values achievement and excellence, integrity and fairness, each member's contribution and believes that the members have the right to a fun and quality gymnastics and other related disciplines experience in a safe and healthy environment.

4(3) The objectives of the N.B.G.A. shall be and it shall have the power to:
(a) to develop, promote and organize amateur gymnastics in the Province of New Brunswick;
(b) to oversee that amateur gymnastics and other related disciplines, offers an education in physical development, grace and self-discipline; on a recreational level as well as towards the pursuit of personal excellence;
(c) to oversee that the opportunity to participate in amateur gymnastics is offered to the public at the pre-school and developmental levels;
(d) to exercise jurisdiction over gymnastics clubs, associations and societies and athletics as delegated to the N.B.G.A. by the National Federation;
(e) to promote and organize training of amateur gymnastic athletes;
(f) to grant sanctions for gymnastic activities and generally acting in matters affecting the status, rights and welfare of its members in the Province of New Brunswick;
(g) to promote training and certification courses and clinics for gymnastic coaches, judges and other officials;
(h) to render volunteering a valuable and positive experience, for the volunteers who give so much of their time to the association without whom the associations would not exist;
(i) to seek financial assistance, in order to minimize the financial burden placed on volunteers and for further attainment of the association's charitable objects;
(j) to support research into various aspects of gymnastic activities and to encourage studies therein;
(k) to publish periodicals, pamphlets and other literature and information on gymnastic and the activities of the N.B.G.A.;
(l) to liaise with other Provincial Associations in a National Federation;
(m) to establish, receive and maintain fund or funds and apply from time to time all or part thereof and/or the income therefrom for recreational, sport, cultural or other like charitable purposes;
(n) to use, apply, give, devote, accumulate or distribute from time to time all or part of the fund or funds of the association and/or the income therefrom for recreational, sport, cultural or other like charitable purposes by such means as may from time to time seem expedient to its membership;
(o) to use, apply, give, devote, accumulate or distribute from time to time all or part of the fund or funds of the association and/or the income therefrom for recreational, sport, cultural and other like charitable purposes to or for any charitable organization which in the judgement of the membership will promote the objects thereof;
(p) for further attainment of the above charitable objects;
(i) to acquire, accept, solicit or receive by purpose, lease, contract, donation, legacy, gift, grant, bequest or otherwise any real or personal property solely for these charitable objects;
(ii) to enter into and carry out arrangements, contracts and undertakings incidental thereto;
(iii) to hold, manage, sell or convert any of the real or personal property from time to time owned by the company, and to invest and re-invest any principal in such manner as may from time to time be determined;
(iv) to acquire by purchase, lease, devise, gift or other title and to hold any real property necessary for the carrying on of its undertaking for the purpose of drawing a revenue therefrom and to sell, lease, mortgage and dispose of and convey the same or any part thereof as may be considered advisable, provided that the said property shall be used solely for recreational, sport, cultural and other like charitable activities, and no part of the income derived from such real property shall be payable to or otherwise available for the personal benefit of any member of the said association;
(v) to demand, receive, sue for and recover and compel the payment of all sums of money that may become due and payable to the company, to apply the said sums for the charitable objects and purposes of the association and generally to sue and be sued;
(vi) to employ and pay such assistants, clerks, agents, representatives or employees; and to procure, equip and maintain such offices and other facilities, and to incur such reasonable expenses as may be necessary to achieve these charitable purposes;
(q) to foster favourable publicity and public relations for the N.B.G.A. and various clubs in the province served by the Association;
(r) to provide such services and information as may be expected to promote these charitable purposes;
(s) to promote the interest of the members of the N.B.G.A.;
(t) to do all such other things as are incidental or conducive to the attainment of the above charitable objects;
(u) to do all other such things as an association is empowered to do by Section 18(2) (a to j inclusive) of the Companies' Act, as long as these powers are not inconsistent with the charitable purposes of the N.B.G.A..

Finances

5(1) The activities of the N.B.G.A. shall be financed by:
(a) Membership fees and dues and other assessments;
(b) Donations, grants and bequests;
(c) Collections and voluntary contributions;
(d) Proceeds from displays, exhibitions, competitions and any other such activities;
(e) Proceeds from coverage of the N.B.G.A. activities by any of the news media;
(f) Proceeds from sponsorship by commercial, industrial and/or other organizations;
(g) Proceeds from lotteries and other revenue producing activities available to amateur sports governing bodies under the laws of the Province of New Brunswick;
(h) Proceeds from such other activities, functions, enterprises and undertakings as approved by the Executive Committee.

5(2) The activities and business of the N.B.G.A. shall be carried on in such a manner as to maintain its status as a non-profit organization. Any profits or other accretions to the N.B.G.A. shall be used exclusively in promoting its objectives.

Officers

6 The Officers of the N.B.G.A. shall be:
(a) The President;
(b) The Vice-President;
(c) The Treasurer;
(d) The Recording Secretary;
(e) The Membership Coordinator
(f) The Immediate Past President

Duties of the Officers

7(1) The President shall be the N.B.G.A.'s official public representative and shall - call, preside and vote at all General Meetings, and Executive Committee meetings of the N.B.G.A.; - be an Ex-officio member of all Committees; - be the representative to the Canadian gymnastics Federation and the Atlantic Gymnastic Association; - be a signing officer of the N.B.G.A. in financial matters; - oversee completion of the Annual Report; - supervise administration staff; - be the signing officer or designate a signing officer for all official correspondence, documents or contracts on behalf of the N.B.G.A.; - ensure the proper functioning of and communication between all committees; - liaise with various government agencies, community and sport organizations, groups and individuals to promote gymnastics.

7(2) The Vice-President shall be responsible for: - vote at all General Meetings, and Executive Committee Meetings of the N.B.G.A.; - liaise with Technical Committees; - public relations/promotions; - acting in the absence of the President; - overseeing functions of fund raising and sponsorship.

7(3) The Treasurer shall be responsible for: - vote and present financial statements at all General Meetings, and Executive Committee Meetings of the N.B.G.A.; - oversee budgets and expenses and take all action to ensure the N.B.G.A. remains financially stable; - keeping accounting records; - yearly financial reports; - attending to all financial affairs of N.B.G.A.; - be a signing officer of the N.B.G.A. in financial matters.

7(4) The Recording Secretary shall be responsible for: - vote and take minutes at all General Meetings and Executive Committee Meetings of the N.B.G.A. in the absence of the Recording Secretary the Executive Committee will designate a individual; - assuring that minutes are distributed.

7(5) The Membership Coordinator shall be responsible for: - vote and present a membership report at all General and Executive Meetings; - keeping membership records; - report membership to National Federation.

7(6) The Immediate Past-President shall act in an advisory capacity to the Executive Committee and to the Association.

7(7) Any vacancy which may occur in the Officers shall be filled by the Executive Committee for a term not to exceed the period until the next Annual General Meeting.

Executive Committee

8(1) The Executive Committee of the N.B.G.A. shall consist of:
(a) The Officers of the N.B.G.A.;
(b) The Men's Technical Chairperson;
(c) The Women's Technical Chairperson;
(d) The Developmental Technical Chairperson;
(e) The Executive Director of the N.B.G.A..

8(2) If a vacancy in one of the Technical Chairpersons positions occurs the Technical Committee will submit a recommendation for the position to the Executive Committee for ratification. For a term not to exceed the period until the next Annual General Meeting.

Powers and Duties of the Executive Committee

9(1)When the Annual General Meeting is not in session the affairs of the N.B.G.A. shall be managed by the Executive Committee.

9(2) The Executive Committee shall report to the Annual General Meeting.

9(3) Meetings of the Executive Committee shall be held as required. The date, time, place and order of business shall be established by the President and Secretary.

9(4) Four (4) members of the Executive Committee including two officers shall constitute a quorum for all meetings of the Executive Committee, provided that no more than fifty percent of the members present are not associated with the same club.

9(5) All regular motions may be passed by a simple majority of the members of the Executive Committee present at a meeting.

9(6) A special resolution must be passed by 2/3 of the members of the Executive Committee present at a meeting.

9(7) The meetings of the Executive Committee shall be chaired by the N.B.G.A.'s President.

9(8) The Executive Committee may appoint a full-time or part-time Executive-Director and may delegate to him/her such authority as may be deemed proper to manage and direct the affairs of the N.B.G.A. Any such Director shall be remunerated as determined by the Executive Committee and shall be responsible to the President.

9(9) The following matters are specifically assigned to the jurisdiction of the Executive Committee:
(a) appointment of committees, sub-committees, boards and commissions, to perform, under the supervision of the Executive Committee, specific duties, tasks and functions;
(b) the Executive Committee shall be empowered to authorize the N.B.G.A.'s Standing Committees to draw up Rules and Regulations for those Committees admission of new members and deletion of members from committee membership rolls;
(c) calling of Annual General Meetings and establishing their order of business;
(d) submission to Annual General Meeting reports on N.B.G.A.'s activities;
(e) electing or appointing the N.B.G.A.'s representatives to the National Federation and other bodies or organizations where the Association is entitled to representation;
(f) recommending deserving members and persons for awards or recognition for their outstanding contribution to gymnastics or the N.B.G.A.;
(g) establish and adopt rules of conduct for members of the N.B.G.A.;
(h) establish Rules and Regulations and specific policy and procedures for the proper operation of the N.B.G.A.;
(i) establish categories of membership including setting the criteria for admission and establishing yearly fees for admission to each category in consultation with the general membership.

General Meetings

10(1) The members of N.B.G.A. through the Annual General Meeting shall be vested with ultimate authority in the determination of the general policy of the N.B.G.A. All resolutions and policies adopted by the Executive Committee or any standing or special committee shall be subject to its approval;

10(2) The Annual General Meeting of the N.B.G.A. shall be called by the Executive Committee in September or October each year at a time and place designated by the Executive Committee;

10(3) The members present at Annual General Meeting shall:
(a) receive and consider reports of the N.B.G.A.'s officers;
(b) receive N.B.G.A.'s Annual Report;
(c) consider and ratify all acts of the N.B.G.A.;
(d) elect N.B.G.A.'s officers, Men's Technical Chairperson, Women's Technical Chairperson, Developmental Technical Chairperson as vacancies occur;
(e) consider changes and amendments to the N.B.G.A.'s By-laws and provide their binding interpretation;
(f) remove from office any of the N.B.G.A.'s officer for neglect of their duties or violation of the N.B.G.A. By-Laws;
(g) decide to apply for membership in the National Federation or to discontinue such membership;
(h) consider any motion to dissolve the N.B.G.A. and stipulate the final disposition of the N.B.G.A.'s equity;
(i) appoint auditors to oversee the N.B.G.A.'s finances; and
(j) establish general policies and guidelines for the proper operation of the N.B.G.A..

10(4) Matters provided for in paragraphs 10(3) (e), (f), (g), and (h) above may only be considered at an Annual Meeting when specifically listed in the notice calling the meeting.

10(5) The date, time place and order of business shall be announced by the Executive Committee to all members at least fourteen (14) days prior to the date of the Annual General Meeting;

10(6) The Annual General Meeting may be attended by:
(a) all members;
(b) invited guests;
(c) the general public.

10(7) At an Annual General Meeting, all registered clubs and Executive members shall be entitled to vote as follows:
(a) Executive Committee members shall be entitled to one vote;
(b) All members present registered with any one Club shall collectively be entitled to one vote if the club is registered as a Recreational Club and to one vote if it is registered as a competitive Club to a maximum of two votes per Club.

10(8) Subject to Section 20, all motions must be passed by a majority of eligible votes cast.

10(9) Members unable to attend an Annual General Meeting may allot their vote(s) by proxy, provided authorization for such proxy is in the hands of the Secretary prior to the Annual General Meeting. Attending voting members shall be limited to one (1) club proxy each.

10(10) The Annual General Meeting shall be chaired by the N.B.G.A.'s President.

10(11) Special General Meetings of the Association may be called at any time and place that the Executive Committee may decide.

10(12) Upon written requisition of at least 20 percent of the membership of the N.B.G.A. specifying the intended purpose of the meeting, the Executive Committee shall call a Special General Meeting of the Association at the earliest practical time.

10(13) The provisions of this section apply equally to any Special General meeting of the Association.

10(14) The quorum of any session of a regular General or Special General Meeting of the Association is 15 voting members, in person or by proxy.

10(15) The Rules of order at all Association meetings shall be Roberts Rules of Order.

Terms of Office

11 Subject to the provisions of these By-laws, every appointment or election to an office or body of the Association is for a term of two annual periods (i.e., the period from the end of one Annual Meeting of the Association until the end of the Next Annual Meeting of the Association).

11(1) The following positions will be elected in a year ending in a even number: President, Vice President, Treasurer, and Women's Technical Chairperson.

11(2) The following positions will be elected in a year ending in a odd number: Recording Secretary, Membership Coordinator, Men's Technical Chairperson, and Development Technical Chairperson.

Election of Officers and other Executive Committee Members

12(1)The Nominating Committee shall consist of the President and one (1) Past-Presidents, unless such persons are unable or unwilling to serve on the Nominating Committee in which case the other member(s) of the Nominating Committee shall by consensus fill any vacancy. The Immediate Past-President shall, where possible, be the Chairperson of the Nominating Committee.

12(2)The Nominating Committee will report to the Annual General Meeting as vacancies occur setting out the names of those members in good standing nominated by the Committee for election to the following positions:
(a) President;
(b) Vice-President;
(c) Recording Secretary;
(d) Treasurer;
(e) Membership Coordinator. The Technical Committee(s) will submit a recommendation to the Nominating Comittee for election to the following positions:
(f) Men's Technical Chairperson;
(g) Women's Technical Chairperson;
(h) Developmental Technical Chairperson;
(i) Membership Coordinator

12(3) Upon receiving the report of the Nominating Committee, the President shall call for nominations from the floor for any of the positions for which a nomination is made.

12(4) Any member in good standing may be nominated by another member at an Annual General Meeting to any vacant position on the Executive Committee provided that such nomination is made when the President calls for nominations from the floor for any such position and provided also that the member being nominated is present and accepts the nomination;

12(5) In the absence of any nomination from the floor, the nominee of the Nominating Committee shall be declared elected by acclamation.

Rules and Regulations of Standing Committees

13 The Rules and Regulations of the Standing Technical Committees shall be drawn up by these Committees and shall subject to ratification by the Annual General Meeting.

Termination of Membership

14(1) Membership in the N.B.G.A. may terminated for the following reasons:
(a) Non-payment of membership fees, dues and/or other assessments;
(b) Written notice of resignation from membership in the N.B.G.A..
(c) Subject to Section 15, failure to comply with Section 2(4).

14(2) At termination the members shall remain liable for payment of membership dues and assessments or other obligations incurred prior to the effective date of the termination.

14(3) A member whose membership is terminated pursuant to paragraph 14(1)(c) may not be readmitted to the N.B.G.A. except upon a majority vote at a General Meeting of the N.B.G.A. and only upon the recommendation for readmission by a special resolution of the Executive Committee.

Disciplinary Procedure

15(1) A Member of the N.B.G.A. may be reprimanded, suspended or have his/her membership terminated for the breach of any provision of Subsection 2(4) of the By-laws including the breach of any standard contained in the Code of Conduct adopted by the N.B.G.A..

15(2) Where a complaint is made to the Executive Committee or where the Executive Committee is made aware that any member may have breached any provision of Subsection 2(4) hereof or any standard of conduct contained in the Code of Conduct, the Executive Committee may refer the complaint or matter to a Hearing Committee which shall consist of 3 or more members of the N.B.G.A. appointed by the President, two of which shall be members of the Executive Committee;

15(3) The Hearing Committee shall designate among its members a member to act as Chair of the Committee;

15(4) Notes taken by a person designated or appointed by the Hearing Committee shall constitute the official record of any hearing;

15(5) Where a Hearing Committee is appointed to investigate any complaint or matter referred to it by the Executive Committee, the Chair of the Committee shall cause to be issued a Notice of Hearing in which details of the complaint or of the subject-matter of the referral from the Executive Committee, as the case may be, will be set out.

15(6) A Notice of Hearing will set out the time and place of the hearing and the allegations made against the member and shall be served on the member whose conduct is being questioned either personally or by registered mail no later than 10 days before the date of the hearing.

15(7) Service by registered mail is deemed to be effected three days following the mailing of the Notice at the last known regular mailing address of the member on file with the N.B.G.A.;

15(8) Subject to Subsection 15(9), at a hearing of the Hearing Committee, the Committee shall investigate the complaint and shall first hear any witness who has information concerning the subject-matter of the proceedings and shall allow the member whose conduct is questioned an opportunity to present evidence on his/her behalf and to testify before the Committee.

15(9) Where a Notice of Hearing has been mailed or served personally in accordance with Subsections 15(6) or 15(7) and a member fails to attend a hearing before the Hearing Committee, a decision may be made in his/her absence.

15(10) Following the hearing, the Hearing Committee shall deliberate and shall decide on a majority vote whether the member's conduct constitutes a breach of Subsection 2(4) of the By-laws of the N.B.G.A..

15(11)Where the Hearing Committee decides that the conduct of a member has resulted in a breach of Subsection 2(4) of the By-laws of the N.B.G.A., the Hearing Committee shall hear submissions by the member regarding the appropriate sanction to be imposed in the circumstances.

15(12) The Hearing Committee shall deliberate and shall decide on a majority vote what sanction should be imposed against the member whose conduct has been found to constitute a breach of Subsection 2(4) of the By-laws of the N.B.G.A..

15(13) Where the Hearing Committee finds a member guilty of misconduct, the Hearing Committee may issue a reprimand to the member, suspend the member for a specific period or on such conditions as the Hearing Committee considers appropriate or terminate the member's membership in the N.B.G.A.

15(14) Costs of the hearing may be assessed against a member found guilty of misconduct.

15(15) A decision of the Hearing Committee shall be final and binding and shall be communicated to a member by the Committee in writing by registered mail.

15(16) The suspension or termination of membership of a member shall be communicated to other members of the N.B.G.A..

Arbitration Board

16(1)Difference and disagreements not the subject of proceedings under Section 15, arising out of the N.B.G.A.'s activities, may be referred to a special Arbitration Board.

16(2) The Arbitration Board shall be established by the President who shall request both disputing parties to name two (2) representatives each from the membership of the N.B.G.A.; those members must elect, by a majority vote, a fifth (5th) member who shall act as Chairperson, failing which a Chairperson is appointed by the Executive Committee.

16(3) Notes taken by a person designated or appointed by the Hearing Committee shall constitute the official record of any hearing;

16(4)The Chair of the Arbitration Board or his/her designate shall cause a Notice of Hearing setting out the time and place of the hearing to be served on all parties to the dispute which is the subject-matter of the hearing;

16(5) Service of the Notice of Hearing can be made personally or by registered mail at the last known regular mailing address of the member on file with the N.B.G.A.;

16(6) The Arbitration Board shall set its own procedure and in doing so will ensure that all parties to a dispute shall have an opportunity to present their case before the Board;

16(7)The Arbitration Board decides by majority vote and its decisions and findings shall be final and binding.

Conflicts of Interest

17(1) Where in these By-Laws or in any Rules or Regulations established by the N.B.G.A. any duty or authority is given to an officer or member the performance of which will create a conflict of interest, the duty shall be performed or authority assumed for the specific purpose which caused the conflict,
(a) in the case of the President by the Vice-President or in the event of further conflict by the first of the Treasurer, Recording Secretary or Immediate Past President with whom no conflict arises;
(b) in the case of the Vice-President, by the first of the Treasurer, Recording Secretary or Immediate Past President with whom no conflict arises;
(c) in the case of any other officer, by another officer designated by the President to assume the authority or perform the duty; and,
(d) in the case of any Committee Chair or Committee member, by another member of the Committee designated by the other Committee members or, in the event this proves to be impossible, by a member designated by the President.

Relationship with National Federation

18 The duties and rights of the N.B.G.A. towards the Canadian Gymnastics Federation shall be as defined in the By-laws and By-Laws of the national Federation.

Dissolution of the N.B.G.A.

19(1) The N.B.G.A. shall cease to exist when an Annual General Meeting called expressly for that purpose adopts a motion dissolving the N.B.G.A.

19(2)The Annual General Meeting shall arrange the final disposition of the N.B.G.A.'s equity. The provision of disposition must be in accordance with and to the benefit of the objects defined in Subsection 5(3).

19(3) Should the N.B.G.A. cease to exist without having made a final disposition of its equity, such equity shall become the property of Sport New Brunswick.

19(4) Sport New Brunswick shall receive in trust the N.B.G.A.'s equity with the condition that it, or its fair value, be given to a provincial association or other such association having objectives similar to those described in Section 5(3) established in the Province of New Brunswick within ten (10) years following dissolution of the N.B.G.A..

Amendment of By-Laws

20 The By-laws of the N.B.G.A. may be amended by a two thirds (2/3) vote at any Annual General Meeting or Special General Meeting provided that Notice of any resolution or motion for amendment has been provided with the notice of meeting required by these By-laws to be given.

Repeal of Constitution and By-Laws

21 All previous Constitutions or By-laws of the N.B.G.A. are hereby repealed on the date of adoption of these By-laws.