Bylaws
GORDON HUGHES TENNIS CLUB
Bylaws
Version Date: May 1, 2025
ARTICLE I
GENERAL
1.1 Purpose. These Bylaws relate to the general conduct of the affairs of Gordon Hughes Tennis Club, a Society incorporated under the Nova Scotia Societies Act.
1.2 Definitions. The following terms have these meanings in these Bylaws:
a) Act – the Nova Scotia Societies Act, as amended from time to time and any legislation that may be substituted therefore.
b) Society – Gordon Hughes Tennis Club.
c) Auditor – an individual appointed by the Board to audit the books, accounts, and records of the Society.
d) Board – the Board of Directors of the Society.
e) Days – will mean days including weekends and holidays.
f) Director – an individual elected or appointed to serve on the Board pursuant to these Bylaws.
g) Officer – an individual elected or appointed to serve as an Officer of the Society pursuant to these Bylaws.
h) Ordinary Resolution – a resolution passed by not less than a majority of the votes cast at a meeting of the Board, meeting of a committee, meeting of the Executive or a meeting of Members.
i) Special Resolution – a resolution passed by not less than three-fourths of such members entitled to vote as are present in person at an Annual General Meeting or Special Meetings of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
j) Registrar – the Registrar of Joint Stock Companies appointed under the Companies Act and includes the Deputy Registrar and a person authorized under that Act to perform duties of the Registrar in his absence.
1.3 Registration. The Society shall be incorporated as a volunteer, non-profit Society under the Societies Act of Nova Scotia.
1.4 Head Office. The head office of the Society will be always located within the Province of Nova Scotia.
1.5 Corporate Seal. The Society may have a corporate seal which may be adopted and may be changed by resolution of the Directors.
1.6 No Gain for Members. The Society will be carried on without the purpose of gain for its members and any profits or other accretions to the Society will be used in promoting its objectives.
1.7 Conduct of Meetings. Unless otherwise specified in the Act or these Bylaws, meetings of Members and meetings of the Board will be conducted according to Roberts Rules of Order (current edition).
1.8 Interpretation. Word importing the singular will include the plural and vice versa, words importing the masculine will include the feminine and vice versa, and words importing persons will include bodies corporate.
1.9 Operational. The official language of the Society shall be English.
1.10 Headings. The headings used in the Bylaws are inserted for convenience of reference only.
ARTICLE II
MEMBERSHIP
Categories of Membership
2.1 Categories. The Society has the following categories of membership:
· Single Membership
· Couples Membership
· Junior Members (nonvoting)
· Family Membership
2.2 Admission of Members. No individual, entity or organization will be admitted as a Member of the Society unless:
a) The candidate member has made an application for membership in a manner prescribed by the Society
b) The candidate member has paid dues as prescribed by the Board.
Membership Duration and Dues
2.3 Year. Unless otherwise determined by the Board, the membership year of the Society shall commence annually on the 1st of January and shall run until the [31st] of December.
2.4 Duration. Membership is agreed on an annual basis as determined by the Board of Directors, and all Members will re-apply for membership each year.
2.5 Dues. Membership dues for all categories of Membership will be determined by the Board of Directors.
Withdrawal and Termination of Membership
2.7 Arrears. A Member will be expelled from the Society for failing to pay membership dues or money owed to the Society by the deadline dates prescribed by the Society or otherwise fails to comply with all other policies of the Society by way of Ordinary Resolution of the Board of Directors.
2.8 Discipline. In addition to expulsion for failure to pay membership dues, a member may be suspended or expelled from the Society in accordance with the Society’s policies and procedures relating to discipline of Members.
2.9 Removal. A Member may be removed by Ordinary Resolution of the voting Members present at an Annual General Meeting or Special Meeting, provided the Member has been given fourteen (14) days written notice of and the opportunity to be present and to be heard at such a meeting.
Good Standing
2.10 Definition. A Member of the Society 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 certifications as required by the Society.
d) Has complied with the Bylaws, policies, rules, and regulations of the Society.
e) Is not subject to a disciplinary investigation or action by the Society, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
f) Had paid all required membership dues.
2.11 Cease to be in Good Standing. Members who cease to be in good standing, as determined by the Members, Board of Directors, Discipline or Appeal Panels, will not be entitled to vote at meetings of Members and, where the Member is a director, at meetings of Directors, or be entitled to the benefits and privileges of membership 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
3.1 Types of Meetings. Meetings of Members will include Annual General Meetings and Special Meetings.
3.2 Special Meeting. A Special Meeting of the Members may be called at any time by the President, by the Board or upon the written requisition of 10% or more of the Members who have voting rights. The agenda of special meetings will be limited to the subject matter for which the meeting was duly called.
3.3 Location and Date. The Society will hold meetings of Members at such date, time and place within Windsor as determined by the Board. The Annual General Meeting will be held once every calendar year, preferably in May at the start of the tennis season.
3.4 Notice. Notice of meetings of Members will be posted on the Society website 14 days prior to the date of the meeting and email notice will be given to all Members 14 days prior to the date of the meeting. The Notice will contain a proposed agenda and reasonable information to permit Members to make informed decisions and shall be delivered in accordance with Article 8 of these Bylaws.
3.5 Adjournment. Any meetings of Members may be adjourned to any time and place as determined by the Board and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.
3.6 Agenda. The agenda for the Annual General Meeting may include:
a) Call to order
b) Establishment of Quorum
c) Appointment of Scrutineers
d) Approval of the Agenda
e) Declaration of any Conflicts of Interest
f) Adoption of Minutes of the previous Annual Meeting
g) President’s Report
h) Financial Report
i) Board, Staff and Committee Reports
j) Election of new Directors
k) Business as specified in the meeting notice
l) Adjournment
3.7 New Business. Any Member who wishes to have new business or a matter placed on the agenda of a meeting will give written notice to the Society at least 10 days prior to the meeting date.
3.8 Quorum. A quorum for the transaction at any meeting of the members shall consist of not less than six 6 voting members present in person or by teleconference, with the exception that quorum for a meeting at which a Special Resolution is proposed requires members to be present in person. For greater certainty, for a meeting at which a Special Resolution is proposed, members attending by teleconference or other electronic means shall not be included in the quorum count and shall not be entitled to vote on such a Special Resolution.
3.9 If a quorum is not obtained, members in attendance may set forth a new date and time at which the meeting is to be rescheduled. Written notice shall be given to all members at least fourteen (10) days prior to the rescheduled meeting date, and at such rescheduled date the members shall, except for passing a Special Resolution, be permitted to transact the meeting with or without quorum.
3.10 Closed Meetings. Meetings of Members will be closed to the public except by invitation of the Board.
Voting at Meetings of Members
3.11 Voting rights of Members. Only members present are entitled to vote at a meeting and each member of the Society is entitled to one vote on a motion, resolution or question put to the meeting.
3.12 Delegates. The name of a Delegate(s) will be communicated to the Society in writing prior to the meeting of members. Delegates must be eighteen (18) years of age and older and a member in good standing. No Delegate may hold voting privileges for more than one Club Member.
3.13 Scrutineers. At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted.
3.14 Proxy Voting. Voting by proxy is not allowed.
3.15 Determination of Votes. Votes will be determined by a show of hands, in writing, or orally unless a secret or recorded ballot is requested by the majority of those Members voting.
3.16 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 IV
GOVERNANCE
Composition of the Board
4.1 Directors. A board of not less than [four (4) and not more than fourteen (14)] Directors shall be responsible for the management of the Society.
4.2 Composition of the Board. The Board of Directors of the Society will consist of the following:
a) President
b) Vice President
c) Secretary
d) Treasurer
e) Director of Website and Communication
f) Director of Court Maintenance
g) Director of Social Committee
h) Director of Player Development
Election or Appointment of Directors
4.3 Eligibility of Director. Any individual who is eighteen (18) years of age or older, who has the power under law to contract, and whose appointment is deemed to be of benefit to the Society may be nominated for election or appointment as a director.
4.4 Attributes. Potential Directors will preferably exhibit multiple attributes listed below:
Attributes
a) Commitment and capacity (time, energy, expertise) to fulfill the commitment as a director
b) Commitment to betterment of the sport throughout the Province of Nova Scotia and to act as a fiduciary to the Society
c) Knowledge about roles and responsibilities of a Director, Board and Staff
d) Good communication skills
e) Experience in formulating policy
f) Knowledge of the community and neighboring tennis communities
g) Ability to identify principal business risks and ensure implementation of appropriate systems to manage those risks
h) Ethical and values-based behavior
i) Other attributes valued by the Board of Directors
4.5 Nominating Committee.
a) The Board may appoint a Nominating Committee, which will be comprised of 3 individuals appointed by the Board of Directors. The Nominating Committee will be responsible for soliciting nominations with the attributes and characteristics defined in section 4.4 for the election of the Directors and may nominate additional candidates for the election of Directors.
b) Any member of the Society may nominate another member to be one of the Directors of the Society, provided however that each member is limited to one (1) nomination per annum. Nomination may take place in advance of the Annual General Meeting.
a) Nomination. Any nomination of an individual for election as a director will include the consent of the nominee and be submitted to the Head Office of the Society ten (10) days prior to the Annual General Meeting. Nominations will not be accepted from the floor.
4.6 Incumbents. Individuals currently on the Board of Directors wishing to be re-elected are not subject to nomination but must notify the Board twenty-eight (28) days before the election of their interest for re-election.
4.7 Circulation of Nominations. Valid nominations will be circulated to voting Members at the Annual General Meeting prior to the elections.
Election of Directors
4.8 Election. The election of the Directors will take place as follows:
a) By majority vote at the Annual General Meeting.
b) In the event that a new President is elected at the Annual General Meeting, the outgoing President shall assume the position of the Past President for a one-year term and shall act as an advisor to the President.
c) Any member of the Society may nominate another member to be one of the Directors of the Society and such nomination must take place at the Annual General Meeting.
4.9 Decision. Elections will be decided by the voting 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 for the greatest number of votes, the tied nominees will take part in a second vote.
Terms
4.10 Elected Directors Terms. Elected Directors will serve terms of two (2) 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.
Resignation and Removal of Directors
4.11 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 Society resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.
4.12 Vacate Office. The office of any Director will be vacated automatically if:
a) The Director misses two (2) consecutive meetings without the approval of the President.
b) The Director is found by a court to be of unsound mind.
c) Upon the Director’s death.
4.13 Removal. Any Director may be removed by Ordinary Resolution of the voting Members in a meeting of the members, provided the Director has been given fourteen (14) days-notice and the opportunity to be present and to be heard at the meeting where such an Ordinary Resolution is put to a vote.
Filling a Vacancy on the Board
4.14 Vacancy. If a Director resigns his/her office, or ceases to be a member in the Society, his/her office shall be vacated and the Board of Directors may fill the vacancy for the unexpired portion of the term.
Meetings of the Board
4.15 Call of Meeting. The meetings of the Board of Directors will be held at any time and place as determined by the President or a majority of the Board of Directors.
4.16 Notice. Written notice served other than by mail, of Board Meetings will be given to all Directors [at least three (3) days prior] to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the 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.
4.17 Number of Meetings. The Board will hold a minimum of four (4) meetings per year.
4.18 Quorum. At any meeting of the Board of Directors, the quorum will consist of at least fifty (50%) percent of voting Directors holding office.
4.19 Voting. Each Director, except for the President, is entitled to one vote. Voting will be by a show of hands, orally or via email unless a majority of Directors present request a secret ballot. The President is only entitled to a vote in the event of a tie. Resolutions will be passed by Ordinary Resolution.
4.20 No Proxies. Directors may not vote via proxy at meetings of Directors.
4.21 Closed Meetings. Meetings of the Board will be closed to Members and the public except by invitation of the Board, excluding the Executive Director and Past President who may attend and speak at Board Meetings but are not entitled to vote.
4.22 Meetings by Telecommunications. A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Any Director who is unable to attend a meeting may participate in the meeting by telephone or other telecommunications technology. Directors who participate in a meeting by telephone or other telecommunications technology are considered to have attended the meeting.
Powers of the Board
4.23 Powers. Except as otherwise provided in the Act or these Bylaws, the Board has the powers of Society. Without limit the generality of the foregoing, the Board may:
a) Implement policies, procedures, and rules for managing the affairs of the Society.
b) Implement policies, procedures and rules relating to the registration of members and shall have the authority to register members accordingly.
c) Implement policies, procedures and rules relating to the discipline of members, and shall have the authority to discipline members accordingly.
d) Implement policies, procedures and rules relating to the management of disputes within the Society and shall have the authority to deal with all disputes accordingly.
e) Implement policies, procedures and rules relating to the direction and control of monies, funds, investments, and securities of the Society and shall have the authority to manage these accordingly.
f) Establish committees, appoint members of committees, and determine the duties and functions to any committee; and
g) Appoint or employ such persons as it deems necessary to carry out the work of the Society.
4.24 Managing the Affairs of the Society. The Board may make and approve policies, procedures, and manage the affairs of the Society in accordance with the Act and these Bylaws.
4.25 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.
4.26 Dispute Resolution. The Board may make policies and procedures relating to management of disputes within the Society and all disputes will be dealt with in accordance with such policies and procedures.
4.27 Employment of Persons. The Board may employ or engage under contract such persons as it deems necessary to carry out the work of the Society.
ARTICLE V
OFFICERS AND EXECUTIVE COMMITTEE
5.1 Composition. The Officers will be comprised of the following:
a) President.
b) Vice President.
c) Secretary; and
d) Treasurer.
5.2 Duties. The duties of Officers are as follows:
a) The President shall preside as chairman over all Members’ Meeting, Special Members’ Meeting of the Society, Board Meetings, Special Board Meetings of the Society, and meetings of the Executive Committee. The President will also attend to those matters requiring the attention of the Executive members of the Society and, subject to the powers and duties of the Board; will oversee the general management of the Society and will have such other powers and duties as may from time to time be delegated to the President by the Board.
b) The Vice President, in the absence of the President, shall exercise the powers and duties of the President and shall also perform all duties assigned by the President or the Board.
c) The Treasurer will:
i. Administer the financial affairs of the Society including the supervision and preparation of accounts, the receipt and disbursement of monies, the preparation of financial statements for the Society; and
ii. Perform such other duties as may from time to time be delegated to the Treasurer by the Board.
d) The Secretary will:
i. Cause to be drafted minutes of all Board Meetings, Special Board Meetings of the Society and Members’ Meetings.
ii. Provide notices to Directors and members when so instructed.
iii. Be the custodian of the corporate records and corporate seal of the Society; and
iv. Perform such other duties as may from time to time be delegated to the Secretary by the Board.
5.3 Removal. An Officer may be removed by Ordinary Resolution of the voting Members in a meeting of the Members, provided the Officer has been given fourteen (14) days’ notice and the opportunity to be present and to be heard at the meeting where the Ordinary Resolution is put to a vote.
Executive Committee
5.4 Executive Committee. The Executive Committee will be comprised of the Officers.
5.5 Authority. The Executive Committee will have the authority to oversee the implementation of Board policies during intervals between meetings of the Board and will perform such other duties as are prescribed by these Bylaws or may be prescribed from time to time by the Board.
5.6 Call of Meeting. Meetings of the Executive Committee will be held at any time and place as determined by the President or upon the request of any two (2) Executive Committee Members.
5.7 Notice. Written notice served other than by mail, of Executive Committee Meetings will be given to all Executive Committee Members at least three (3) days prior to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the meeting. No Notice of a meeting of the Executive Committee is required if all Officers waive notice, or if those absent consent to the meeting being held in their absence.
5.8 Number of Meetings. The Executive Committee will hold at least two (2) meetings per year.
5.9 Quorum. Quorum will consist of three (3) of the Executive’s voting members.
5.10 Voting. Each Executive Committee member is entitled to one vote. Voting will be by a show of hands, electronically or orally on a conference call unless a majority of Executive Committee Members present request a secret ballot. Resolutions will be passed by Ordinary Resolution. The President is entitled to a second vote in the event of a tie.
5.11 No Proxies. Executive Committee members are not entitled to vote via proxy.
5.12 Closed Meetings. Meetings of the Executive Committee will be closed to Members and the public except by invitation of the Board.
Other Committees
5.13 Appointment of Committees. The Board may appoint such committees as it deems necessary for managing the affairs of the Society and may appoint members of committees or provide for the election of members of committees, may prescribe the duties of committees, and may delegate to any committee any of its powers, duties, and functions except where prohibited by these Bylaws.
5.14 Quorum. A quorum for any committee will be the majority of its voting members.
5.15 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.
5.16 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.
5.17 President Ex-officio. The President, or designate as appointed by the President, will be an ex-officio (non-voting) member of all Committees of the Society.
5.18 Removal. The Board may remove any member of any Committee.
Remuneration
5.19 No Remuneration. All Directors, Officers 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
5.20 Conflict of Interest. A Director, Officer, Executive Committee member 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 Society 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.
ARTICLE VI
FINANCE AND MANAGEMENT
6.1 Fiscal Year. The fiscal year of the Society will be January 1st, to December 31st or such other period as the Board may from time to time determine.
6.2 Bank. The banking business of the Society will be conducted at such financial institution as the Board may designate.
6.3 Auditors. The Board may appoint an auditor or auditors to perform a review or audit of the Society finances as often as deemed necessary.
6.4 Books and Records. The necessary books and records of the Society required by these Bylaws or by applicable law will be necessarily and properly kept at the address of the acting Treasurer and may be inspected by the members as decided by the treasurer of the day, time and location with reasonable notice.
6.5 Signing Authority. All written agreements and financial transactions (including e-transfers) entered in the name of the Society will be approved by two of the following: President, Treasurer, Secretary or Vice President. The Board of Directors may authorize other persons to sign on behalf of the Society.
6.6 Contracts. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by any two of the following: President, Treasurer, Secretary or Vice President, or otherwise as prescribed by resolution of the Board of Directors.
6.7 Property. The Society may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other real or personal property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.
6.8 Disbursement of Funds. No member or employee of the Society will disburse any funds in their keeping belonging to the Society unless authorized policies and procedures are adhered to.
6.9 Intellectual Property. No person, entity or organization may use the name of any intellectual property of the Society without the prior written authorization of the Board of Directors.
ARTICLE VII
AMENDMENT OF BYLAWS
7.1 Voting. These Bylaws may only be amended, revised, repealed, or added to by Special Resolution at an Annual General Meeting or Special Meeting. Upon affirmative vote, any amendments, revisions, addition, or deletions will be effective upon approval of the Registrar.
7.2 Notice in Writing. Notice in writing is to be delivered to the Board thirty (30) days prior to the date of the meeting at which it is to be considered and is to be delivered to voting Members fourteen (14) days prior to the meeting at which such amendment is to be considered.
ARTICLE XIII
NOTICE
8.1 Written Notice. In these Bylaws, written notice will mean notice which is hand-delivered or provided by mail, fax, electronic mail, or courier to the address of record of the Society, Director or Member, as the case may be.
8.2 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 days after the date the mail is post-marked.
ARTICLE IX
INDEMNIFICATION
9.1 Will Indemnify. The Society will indemnify and hold harmless out of the funds of the Society each Director and Officer, 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 or Officer.
9.2 Will Not Indemnify. The Society will not indemnify a director or Officer or any other person for acts of fraud, dishonesty, or bad faith.
9.3 Insurance. The Society will, at all times, maintain in force such directors and officers’ liability insurance as may be required by Tennis NS and approved by the Board of Directors.