ByLaws

CONSTITUTION AND BYLAWS OF CURL REGINA

Amended December 4, 2021

1. Name

1.01 The Association shall be called Curl Regina.

2. Aims and Objectives

2.01 To co-ordinate and promote the growth of youth and adult curling initiatives within the boundaries of the Regina region as defined by CURLSASK.

2.02 To co-ordinate the promotion of curling at all levels of participation.

2.03 To co-ordinate and support the CURLSASK sanctioned curling competitions and competitors.

2.04 To facilitate the hosting of regional, provincial, national and international curling events.

3. Membership

3.01 The Directors may admit to membership Curling Clubs operating a curling facility within the boundaries of the Regina Region, as defined by CURLSASK.

3.02 Any club may resign from membership by giving 7 days’ written notice to the Secretary of the Association.

3.03 Upon termination of its membership pursuant to 3.02, a club shall not be entitled to any refund, proportionate or otherwise, of money paid by the club to the Association or monies earned by the Association.

3.04 A non-affiliated CURLSASK member will not profit from CURLSASK sanctioned events.

4. Annual General Meeting

4.01 The Executive Committee shall set a date and place for an Annual General Meeting of the Association:

(a) annually, not later than October 31 of each year, and

(b) within 30 days if requested from any member club

4.02 Each member club shall be given at least 30 days notice of an Annual General Meeting of the Association together with:

(a) the financial statement of the Association for the preceding fiscal year

(b) the proposed amendments to the Constitution or other proposed resolutions, and

4.03 Each member club shall appoint up to four voting delegates to attend the Annual General Meeting of the Association and vote in accordance with the direction of the club’s Board of Directors.

4.04 The voting delegates at the Annual General Meeting shall be:

(a) four delegates from each member club, and

(b) the executive.

4.05 A quorum at the Annual General Meeting shall be a majority of the voting delegates as defined in 4.04.

4.06 The membership at large may attend and participate, but do not have voting privileges.

5. Directors

5.01 Each member club shall appoint 4 representatives who are members in good standing of that club to be Directors of the Association. A member club may replace a Director who resigns.

5.02 Directors shall hold office for a term of 1 year and shall be eligible for reappointment. A director who is elected as President or Vice-President shall remain a Director for his or her term of office.

5.03 Each member club shall appoint its President as one of its directors. In addition, each club may appoint an additional Director for each of its appointed directors who is elected to the Executive Committee of the Association.

6. Meetings of the Board of Directors

6.01 The Directors shall immediately following the Annual General Meeting of the Association elect the following officers to serve, for the terms indicated:

(a) Past President – 2 years

(b) President – 2 years

(d) Secretary – 2 years

(e) Treasurer – 2 years, and

(f) CURLSASK Regina Regional Co-ordinator – 2 years.

6.02 The Board may determine other Officer positions and appoint individuals to fill those positions. Other Officer positions need not be filled from the nominated Directors.

6.03 The Directors shall establish a regular time and place for all meetings.

6.04The President shall fix a time and place for a meeting of the Directors:

(a) if no time and place has been set pursuant to 6.02, or

(b) within 15 days of being requested to do so by 20% of the Directors.

6.05 If all of the Directors of the Association consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.

6.06 A quorum at any meeting of the Directors shall be 40% of the Directors and a majority of the member clubs.

6.07 The voting representatives at the Board of Directors Meeting shall be:

(a) the four representatives from each member club, and

(b) the Executive.

6.08 Voting shall be by any means deemed appropriate by the chair. The majority of votes shall carry any resolution.

6.09 The President shall not vote except to break a deadlock, in which case the President shall have a deciding or casting vote.

7.00 Committees

7.01 The Directors elected to the positions named in 6.01 shall constitute the Executive Committee of the Association.

7.02 The Executive Committee shall exercise such powers as may be delegated to them by the Directors.

7.03 The Directors may appoint Ad Hoc committees and delegate powers and duties to the committees as are necessary for the proper and efficient functioning of the Association.

7.04 An Ad Hoc committee shall consist of at least one Director, who shall be the Chairperson, and such other persons as are necessary. The Directors may appoint members to the committee or may delegate to the President or the Chairperson of the committee the power to appoint members to the committee.

8. Officers’ Duties

8.01 The President shall:

(a) preside at all Board of Directors meetings

(b) be an ex officio member of all committees of the Association

(d) represent the Association at the CURLSASK Annual General Meeting, and if unable to attend, may appoint a substitute among the Association’s directors to attend in their place.

8.02 The Vice-President shall assume the duties of the President in the President’s absence.

8.03 The Secretary shall:

(a) attend to all the correspondence of the Association,

(b) prepare and receive all notices and documents, draft and distribute the minutes of all meetings to the Directors prior to the next Board of Directors meeting, and

8.04 The Treasurer shall:

(a) have general charge of the finances of the association and keep such books as may be prescribed as necessary

(b) have charge and custody and be responsible for all funds of the Association, which he shall deposit in its name in the bank, designated by the directors pursuant to 10.03

(d) be responsible for the collection of monies due to the Association.

8.05 The CURLSASK Regina Regional Coordinator shall:

a) represent the Association at CURLSASK meetings in a manner that is in keeping with the aims and objectives of the Association.

b) appoint an Assistant Regina Regional Coordinator whom will represent the CURLSASK Regina Regional Coordinator in the event that he or she is unable to do so

9. Finances

9.01 The Association may borrow money upon such terms, as the Directors think proper for the purposes of carrying out the objectives of the Association.

9.02 The fiscal year of the Association shall be July 1 to June 30 of each year.

9.03 The banking of the Association shall be transacted with such bank or other financial institution as the Directors may designate.

9.04 The President, Vice-President, Treasurer and one other Director as appointed by the Executive Committee shall have signing authority for the Association. Any two signatures are required.

9.05 At each Annual General Meeting of the member clubs, the members shall appoint an auditor as required by Section 149 of The Non-Profit Corporations Act or unanimously resolve to dispense with the appointment of an auditor pursuant to Section 150 of the Act.

10. Meetings

10.01 The order of business at a meeting of the directors shall be:

(a) Election of officers, if required.

(b) Minutes of the previous Board of Directors meeting.

(d) Correspondence.

(e) Reports of committees.

(f) Unfinished business.

(g) New business.

10.02 The order of business at an Annual General Meeting shall be:

(a) Minutes of the previous Annual General Meeting.

(b) Consideration of amendments to the constitution and bylaws.

(d) Appointment of or dispensation with an auditor.

(e) Appointment of directors.

11. Dissolution

11.01 In the event of winding up of the affairs of the Association, all assets of the Association, after the payment of all outstanding accounts and other liabilities, shall be assigned, transferred and paid to any society or Association of similar objectives as determined by the Board of Directors prior to final dissolution.

12. Indemnification

12.01 The Association will indemnify and hold harmless out of the funds of the Association each Director and any individual who acts at the Association’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Association’s request in a similar capacity.

12.02 The Association will not indemnify a Director or any individual who acts at the Association’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon him or her under the Act. For further clarity, the Association will not indemnify an individual unless: a) The individual acted honestly and in good faith with a view to the best interests of the Association; and b) If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

12.03 The Association will maintain in force Directors and Officers liability insurance at all times.