Dalhousie University Club By-Laws
2006
(Revised May 2010)
TABLE OF CONTENTS
1. HISTORIC BACKGROUND 1
2. MEMBERSHIP 1
2.1 Eligibility 1
2.2 Application for Admission 1
2..3 Fees 1
2.4 Rights of Members 1
2.5 Obligation of Members 2
2.6 Termination of membership 2
3. MEETINGS OF MEMBERS 2
3.1 Annual General Meeting 2
3.2 Special General Meeting .3
3.3 Notice of Meetings 3
3.4 Quorum 3
3.5 Voting 3
3.6 Business Transaction at Annual General Meeting 3
3.7 Adjournment 3
4. THE BOARD OF DIRECTORS 4
4.1 Membership 4
4.2 Nominations & Elections 4
4.3 Term of Office 4
4.4 Duties and Powers of the Board 4
4.5 Delegation of Board Power 5
4.6 Duties of the Executive 5
4.. 6a President
4.6b Vice President 4.6c Past President 4.6d Secretary
4.6 e Treasurer
4.7 Meetings of the Board 6
4.8 Committees of the Board 6
4.8a Executive 4.8b Nominating 4.8c Finance
4.. 8d Marketing Committee 4.8d Membership Committee
5. AUDIT OF ACCOUNTS 7
5.1 Auditors 7
6. INSPECTION OF FINANCIAL STATEMENTS
7 AMENDMENTS TO BY-LAWS
Page 1
1. HISTORICAL BACKGROUND
The Faculty Club was incorporated in 1971 under the Societies Act of Nova Scotia, and in 1984 changed its name to the University Club .
2. MEMBERSHIP
2.1 Eligibility
(a) Membership in the Club is open to any of the following persons.
i. Full-time or part-time employees orretires of Dalhousie University, University of Kings College, and their affiliated universities, teaching hospitals, medical and research institutes
ii. Post-doctoral fellows and grant paid employees of Dalhousie University
m. Members of the Board of Governors of Dalhousie University
iv. Alumni of Dalhousie University.
v. Past members of the Board
vi. Members of a recognized group as designated by the Board
vu. Individuals not qualified under the above classes and sponsored by two members of the Club, subject to approval of the members Committee.
2.2 Application for Admission
(a) Any person who is eligible for membership must make application to the membership Committee of the Club for admission.
(b) After approval, the person becomes a member renewable upon paying or arranging to pay by payroll deduction the annual membership fees
2.3 Fees
(a) The Board shall propose the annual membership fees
(b) Annual membership fees shall be approved at the Annual General Meeting.
2.4 Rights of Members
(a) Members shall have the right
i. to make use of the facilities of the Club
ii. to attend the Annual General Meeting and Special General Meetings iii.. to vote at all general meetings
iv .. to call a Special General Meeting in accordance with Section 3 .2 (b) of the by-laws.
v. to inspect the financial statements of the Club
2.5 Obligations of Members
(a) Members shall have the obligation to comply with Club By-Laws and regulations ..
2.6 Termination of Membership
(a) Membership shall be terminated under the following circumstances.
i. Loss of eligibility
ii. Membership may be terminated involuntarily by the board if a member violates Club By-Laws or Regulations
(b) Membership may be terminated involuntarily if a member violates Club By Laws or Regulations.
(c) In the case of involuntary termination,
i. the Board shall provide an impartial hearing for the member whose membership is terminated involuntarily
ii. the member may submit to the Board written intention of appeal within 30 days of notification
iii. the member may have the opportunity to appeal at the Annual General Meeting or Special General Meeting and may be reinstated by a majority vote of the members at the meeting..
3. GENERAL MEETINGS OF MEMBERS
3.1 Annual General Meeting
(a) The Annual General Meeting shall be held within 60 days of the end of the fiscal year.
(b) The fiscal year of the Club shall be April 1 to March 31
(c) The date, time, and place of the Annual General Meeting shall be determined by the Board.
3.2 Special General Meeting
(a) Special General Meetings may be called by the Board at any time.
(c) Upon the written request of not fewer than 25 members of the club, the Board shall hold a Special General Meeting within 30 days of receiving the request.
3.3 Notice of Meetings
(a) The Board shall deliver to all members a notice of meeting at least seven days prior to meetings ..
(b) The notice shall include the agenda items and a summary of any special business to be considered at the Annual General Meeting and Special General Meetings.
(c) Business transacted at Special General Meetings and at the Annual General Meeting, with the exception of those specified in Section 3.6 (b), is considered to be special business.
(d) Failure by any member to receive the notice of meetings does not invalidate the Annual General Meeting and Special General Meetings
3.4 Quorum
( a)) The quorum at the General Meeting shall be 10.
3.5 Voting
(a) Each member shall be entitled to one vote at meetings.
(b) Declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes of the meeting shall be considered sufficient evidence of the fact without proof of the votes recorded in favor or against the resolution.
(c) In the case of members demanding a poll at a meeting, the Chair shall direct how it is to be taken, and the result of the poll constitutes the resolution of the meeting.
3.6 Business Transaction at Annual General Meeting
(a) The Annual General Meeting shall be chaired by the President or the Vice President. In their absence, members present shall choose the Chair.
(b) Business transacted at the Annual General Meeting shall include:
i. presentation of audited financial statements
ii. approval of budget and fees
iii. election of members of the Board and the Executive
iv. appointment of auditors
v. any other special Business Administrator
3.7 Adjournment of General Meetings
(a) With the consent of a majority of members present, the Chair may adjourn general meetings from time to time and place to place
(b) No business shall be transacted at any adjourned meetings other than the business left unfinished at the general meetings from which the adjournment took place.
4 THE BOARD OF DIRECTORS
4.1 Membership
(a) The Board shall consist of 12 members elected as provided here in, plus the Past President.
(b) The Executive of the Board shall consist of the President, Vice-President, Past President, Secretary and Treasurer.
(c) The President shall normally have served at least two years as a Board member.
(d) Members in good standing shall be eligible for election to the Board.
4.2 Nominations and Election
(a) A nominating Committee appointed by the Board shall present nomination for Board and Executive members at the Annual General Meeting..
(b) Additional nominations may be made from the floor at the Annual General Meeting.
(c) Board and Executive members shall be elected by members at the Annual General Meeting with the exception of the Past President who is automatically a member of the Board and Executive.
(d) At least three Board members shall normally be elected each year
(e) Retiring Board members shall be eligible for re-election.
4.3 Term of Office
(a) The term of office for Board members shall normally be three years
(b) The Board shall appoint a new member to fill the vacancy until the end of the current fiscal year if a Board members resigns prior to completion of term of office. Board members shall then be elected at the next Annual General Meeting for the remainder of the term.
4.4 Duties and Powers of the Board
(a) The Board shall have the power to pass resolution to regulate the affairs of the Club, including:
i.. issues relation to member and fees
ii.. such other matters as under the Societies Act are within the powers of the Board
(b) The Board shall review and approve the regulations annually.
(c) The Board may create committees for such purposes as they see fit With the exception of those committees indicated in Section 4.8 (a), membership on committees shall not be restricted to Board members ..
4.4.1 Delegation of Board Powers
(a) The Board may delegate authority to the Manager of the Club to execute contracts, deeds, bills of exchange, cheques, and other instruments and documents on behalf of the Club.
4.4.2 Duties of the Executive 4.6a President
(a) The President shall preside at all Board and General Meetings and shall chair preserve order and regulate the proceedings of the meeting.
(b) The President shall chair the Executive Committee
(c) The President shall perform other duties as are appropriate to the office
4.6 b Vice-President
(a) The Vice-President, in the absence or illness of the President, shall perform the duties of the President
(b) The Vice-President shall oversee the operation of the Membership Committee
4.6 c Past President
(a) the Past President shall chair the Nominating Committee
4.6 d Secretary
(a) The Secretary shall issue notice of Board and General Meetings and keep records of the proceedings
(b) The Secretary shall keep the membership list current.
4.6 e. Treasurer
(a) The Treasurer shall keep an account of all receipts, disbursements, and membership fees.
(b) The Treasurer shall keep members’ accounts and collect money owing to the Club
(c) The treasurer shall present financial records to the auditors
(d) The Treasurer shall present financial reports at Board meetings, Annual General Meetings and at Special General Meetings as requested.
(e) The Treasurer shall chair the Finance Committee
4.7 Meetings of the Board
(a) The Board shall normally meet once a month.
(b) Special Board meetings shall be called by the Secretary at the request of three Board members.
(c) Notice ofregular and special Board meetings, including agenda items, shall be sent by the Secretary to all Board members at least three days in advance.
(d) Regular business of monthly Board meetings shall include Committee reports and Manager’s report.
(e) Resolutions shall be passed by simple majority vote.
(f) A 9E_ of members at Board meetings shall be six
(g) Directors are expected to attend all meetings. Failure to attend three or more meetings in any one year will result in a review of their status as a Board member. This by-law addresses attendance of Board members at meetings and gives provisional for the removal of a Board member who is not attending meetings.. Accommodations will be made for members who are on sabbatical or medical leave, or otherwise contributing to the Board even if they are not present at Board meetings.
4.8 Committees of The Board
(a) Committee Memberships shall not be restricted to Board members, except for the Executive, Nomination and Finance Committees
(b) The Manager of the Club shall be an ex-officio, non-voting member of all Board committees
(c) The Board shall have the right to create ad-hoc committees as they see fit
4.8 a Executive Committee
(a) The Executive Committee shall be chaired by the President and consist of the Executive Members of The Board, as specified in Section 4.1 (b)
(b) Executive Committee meetings may be called by the President.
(c) The Executive Committee shall plan for future development of the Club, provide assistance to the Manager, and deal with confidential matters regarding staff and members.
4.8 b Nominating Committee
(a) The Nominating Committee shall be chaired by the Past President and Consist of the President, Past President, and one other Board member.
(b) The Nominating Committee shall nominate members for election to the Board at the Annual General Meeting.
(c) The Nominating Committee shall nominate members for the Executive Committee at the Annual General Meeting
4. Sc Finance Committee
(a) The Finance Committee shall be chaired by the Treasurer and consist of the Treasurer and two other Board members.
(b) The Finance Committee shall prepare budgets, recommend to the Board on matters of financing, review monthly financial information, and give general supervision to all financial matters
4. Sd Membership and Promotions Committee
(a) The Membership and Promotions Committee shall be responsible for formulating and implementing a marketing strategy for the Club ..
5. AUDIT OF ACCOUNTS
5.1 Auditors
(a) Auditors shall be appointed at the Annual General Meeting.
(b) The auditors shall have access to the books and records of the Club and shall report to the Board on the annual balance sheet and statement of income and expenditure of the Club no later than 45 days after the end of the fiscal year.
6. INSPECION OF FINANCIAL STATEMENTS
(a) Monthly and annual financial statement of the Club shall be made available for inspection by any member
7. AMENDMENTS TO BY-LAWS
(a) These By-Laws may be altered, rescinded or added to by a special resolution at general meetings.
(b) Notice of interest to alter by-laws, must be delivered to members at least 7 days prior to the meeting.