Dalhousie University Club By-Laws
(Revised May 2014)
Table of Contents
1. HISTORICAL BACKGROUND 1
2. MEMBERSHIP 1
2.1 Eligibility 1
2.2 Admission 1
2.3 Fees 1
2.4 4 Rights of Members and Supporting Members 2
2.5 Obligations of Members and Supporting Members 2
2.6 Termination of Membership 2
3. GENERAL MEETINGS 3
3.1 1 Annual General Meeting 3
3.2 Special General Meeting 3
3.3 Notice of Meetings 3
3.4 Quorum 3
3.5 Voting 3
3.6 6 Business Transaction at Annual General Meeting 4
4 THE BOARD OF DIRECTORS 4
4.1 Membership 4
4.2 Nominations and Election 4
4.3 Term of Office 5
4.4 Duties and Powers of the. Board 5
4.4.1 Delegation of Board Powers 5
4.4.2 Duties of the Executive 5
4.5 Meetings of the Board 6
4.6 Committees of The Board 6
4.6a Executive Committee 7
4.6b Nominating Committee 7
4.6c Membership and Promotions Committee 7
5. INSPECTION OF FINANCIAL STATEMENTS 7
6. AMENDMENTS TO BY-LAWS 7
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 Dalhousie University Club (hereafter referred to as “the Club”).
2. MEMBERSHIP
2.1 Eligibility
Club membership includes any of the following persons:
I. Full-time and part-time employees and retirees of Dalhousie University and the University of Kings College as well as Dalhousie’s teaching hospitals and medical and research institutes
II. Graduate students, students in the Faculties of Law, Medicine, and Dentistry, post- doctoral fellows, and grant-paid employees of Dalhousie University
III. Members of the Board of Governors of Dalhousie University
IV. Alumni of Dalhousie University
V. Past Members of the Club’s Board of Directors
VI. Members of a recognized group as designated by the Club’s Board of Directors
VII. Individuals not qualified under the above classes and sponsored by two Members or Supporting Members of the Club, subject to approval of the Membership and Promotions Committee
2.2 Admission
(a) Member: Any person under one of the categories identified in 2.1 is deemed a Member of the Club.
(b) Supporting Member: Any Member of the Club is eligible to become a Supporting Member upon payment, either in whole or through payroll deduction, of an annual membership fee. Supporting Members are entitled to all membership privileges outlined in 2.4 (b), and which may be revised from time to time by the Club’s Board of Directors (hereafter referred to as “the Board”).
2.3 Fees
Any changes to the rate of Supporting Member fees will be proposed by the Club’s Board and must be approved at the Annual General Meeting.
2.4 Rights of Members and Supporting Members
(a) Members have the right
i. to use Club facilities
ii. to attend Annual and Special General Meetings
iii. to vote at General Meetings
iv. to call a Special General Meeting as per Section 3.2 (b) of Club By-Laws
v. to inspect the financial statements of the Club
vi. to serve on the Club’s Board
(b) Supporting Members have the right
i. to use Club facilities
ii. to attend Annual and Special General Meetings
iii. to vote at General Meetings
iv. to call a Special General Meeting as per Section 3.2 (b) of Club By-Laws
v. to inspect the financial statements of the Club
vi. to serve on the Club’s Board
vii. to receive discounted fees for special Club events
viii. to make table reservations in the dining room and at special events
ix. to receive reciprocal membership benefits with other University Clubs
x. to charge their expenditures to a house account
xi. to pay reduced fees for room rentals
xii. to receive one spousal membership at no charge
xiii. to receive special discounts on food service
2.5 Obligations of Members and Supporting Members
All Members and Supporting Members are obliged to comply with Club By-Laws.
2.6 Termination of Membership
(a) Club membership may be terminated or altered under the following circumstances:
i. by loss of eligibility for Members or, in the case of Supporting Members, by failing to pay annual fees
ii. by the Board in cases where a Member or Supporting Member is deemed by the General Manage to have violated the principles of Club decorum
(b) ) In the case of involuntary termination, Members and Supporting Members have the right
i. to submit a written Intention of Appeal to the Board within 30 days of Termination Notification, upon receipt of which the Board will arrange to hear the Member’s appeal for reinstatement
ii. to appeal for reinstatement at an Annual or Special General Meeting, where the Member may be reinstated by majority vote
3. GENERAL MEETINGS
3.1 Annual General Meeting
(a) The Annual General Meeting will be held within 90 days of the end of the fiscal year.
(b) The Club’s fiscal year begins on 1 April and ends on 31 March of the following year.
(c) The date, time, and place of the Annual General Meeting will be determined by the Board.
3.2 Special General Meeting
(a) Special General Meetings may be called by the Board at any time.
(b) The Board is also required to call and hold a Special General Meeting within 30 days of receiving written request by no fewer than 25 Members and/or Supporting Members.
3.3 Notice of Meetings
(a) The Board will deliver to all Members and Supporting Members a Notice of Meeting a least seven days prior to convening an Annual or Special General Meeting.
(b) Such notice will include the agenda items and a summary of any Special Business to be considered at Annual and Special General Meetings.
(c) With the exception of those specified in Section 3.6 (b), business transacted at Annual or Special General Meetings will be considered Special Business.
(d) Failure by any Member or Supporting Member to receive any Notice of Meeting will not invalidate an Annual or Special General Meeting.
3.4 Quorum
The required quorum at any Annual or Special General Meeting is ten voting Members and/or Supporting Members.
3.5 Voting
(a) Each Member and Supporting Member is entitled to one vote at any Annual or Special General Meeting.
(b) Declaration by any Annual or Special General Meeting Chair that a motion has been carried and entry of that motion and the recording of its approval in Meeting Minutes will be considered sufficient evidence of a motion’s passing without proof of votes recorded in favor or against.
(c) Members and Supporting Members have the right to demand a poll at any Annual or Special General Meeting, and the Meeting Chair will direct the taking of the poll and the recording of its results.
3.6 Business Transaction at Annual General Meetings
(a) The Annual General Meeting will normally be chaired by the Board’s President or Vice President. In their absence, Members and Supporting Members present will elect the Chair.
(b) Business transacted at the Annual General Meeting will include
i. presentation of financial statements
ii. election of Members and/or Supporting Members to the Board and its Executive
iii. any other Special Business agreed upon by majority vote of Members and Supporting Members present
4 THE BOARD OF DIRECTORS
4.1 Membership
(a) In addition to the Past President, the Board will consist of twelve Members and/or Supporting Members elected as provided herein.
(b) The Board’s Executive will consist of the President, Vice President, Past President, Secretary, and Treasurer.
(c) The President will normally serve at least one year as a Board Member before taking up the position.
4.2 Nominations and Election
(a) The Nominating Committee will present nominations 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) With the exception of the Past President, who is ex officio a member of the Board’s Executive, Board and Executive Members will be elected by Members and Supporting Members present at the Annual General Meeting.
(d) At least three Board Members will normally be elected each year.
(e) Retiring Board Members are eligible for re-election, normally to serve a maximum of two terms.
4.3 Term of Office
(a) The term of office for Board Members will normally be three years.
(b) The Board will appoint a new Member or Supporting Member to fill any interim vacancy until the end of the current fiscal year if a Board Member resigns prior to completing the term of office. Replacement Board Members can stand for election at the next Annual General Meeting to serve the remainder of the term.
4.4 Duties and Powers of the Board
(a) The Board has the power to pass resolutions regulating the Club’s affairs, including
i. matters relating to membership and fees
ii. any other matters deemed by the Societies Act to fall under the Board’s authority
(b) The Board has the authority to propose and approve Club regulations.
(c) The Board may create committees for such purposes as it sees fit.
4.4.1 Delegation of Board Powers
The Board may delegate authority to the Club’s General Manager to execute contracts, deeds, bills of exchange, cheques, and other instruments and documents on the Club’s behalf.
4.4.2 Duties of the Executive
4.4.2a President
(a) The President will serve as Chair at all Board and General Meetings, presiding to regulate proceedings according to Robert’s Rules of Order.
(b) The President will serve as Chair of the Executive Committee.
(c) The President will perform other duties deemed by the Board as appropriate to the office.
4.4.2b Vice President
(a) The Vice President will perform the President’s duties in the President’s absence.
(b) The Vice President will serve as Chair of the Membership and Promotions Committee.
4.4.2c Past President
The Past President will serve as Chair of the Nominating Committee.
4.4.2d Secretary
The Secretary will issue Notice of Board and General Meetings and record, preserve, and distribute Meeting Minutes.
4.4.2e Treasurer
(a) The Treasurer will present financial reports at Board meetings as well as Annual and Special General Meetings.
(b) The Treasurer will present the Club’s financial records to the Members and Supporting Members present at Annual General Meetings and, once approved, to Dalhousie University’s Comptroller.
4.5 Meetings of the Board
(a) The Board will normally meet once a month.
(b) Special Board Meetings may be called by the Secretary at the request of at least three Board Members.
(c) The Secretary will provide Notice of Regular and Special Board Meetings, including agenda items, to all Board Members at least three days in advance of any meeting.
(d) Regular business of monthly Board meetings will include Committee Reports and the General Manager’s Report.
(e) Motions are passed by simple majority vote.
(f) The quorum of Board Meetings is six voting Board Members.
(g) The Board may remove by majority vote any Board Member who consistently fails to attend Board Meetings, though accommodation will be made for Board Members on sabbatical or medical leave or who are otherwise contributing to the work of the Board.
4.6 Committees of the Board
(a) With the exception of the Executive and Nominating Committees, Committee membership is not restricted to Board Members.
(b) The Club’s General Manager will serve as an ex officio non-voting Member of all Board Committees.
4.6 a Executive Committee
(a) The Board President will serve as Chair of the Executive Committee made up of the Board’s Executive Members, as specified in Section 4.1 (b).
(b) Meetings of the Executive Committee may be called by the President at any time.
(c) The Executive Committee will plan for the Club’s future development, provide assistance and advice to the General Manager, and deal with confidential matters regarding staff, Members, and Supporting Members.
4.6 b Nominating Committee
(a) The Past President will serve as Chair of the Nominating Committee that will also include the President and one other Board Member.
(b) The Nominating Committee will nominate eligible Members and/or Supporting Members to stand for election to the Board at the Annual General Meeting.
(c) The Nominating Committee will nominate eligible Members and/or Supporting Members to stand for election to the Board Executive at the Annual General Meeting.
4.6c Membership and Promotions Committee
The Membership and Promotions Committee will be responsible for formulating and implementing the Club’s marketing strategy.
5. INSPECTION OF FINANCIAL STATEMENTS
The Club’s monthly and annual financial statements will be made available to any Member or Supporting Member on reasonable request.
6. AMENDMENTS TO BY-LAWS
(a) These By-Laws may be altered, rescinded, or expanded by special resolution at any Annual or Special General Meeting.
(b) Notice of Interest to alter by-laws must be delivered to Members and Supporting Members at least seven days prior to the relevant meeting.