Constitution Of The North Bay Scuba Club Inc.

PREAMBLE

The Club was founded in 1972 under the name The North Bay Scuba Club and was incorporated under the Corporations Act of Ontario in 1974. As the interest in the underwater world heightened and as the need to promote safety and to provide a high standard of qualified instruction and education in the sport became more evident, area divers formed and adopted the present name of the club in 1972, in accordance with and to be governed by, the provisions that follow in this constitution.

ARTICLE 1 – Name

1.1 The Club shall be known as the North Bay Scuba Club.

ARTICLE 2 – Interpretation and Abbreviations

2.1 The Club means the North Bay Scuba Club.

2.2 Board means the Executive Board

2.3 Officers mean those elected to form the Executive Board.

2.4 As long as the Club remains incorporated under the Corporations Act of Ontario, this Constitution shall be understood to be the Constitution of the Corporation.

2.5 Day to day operations of the Corporation shall be described by the “Rules and Regulations of the Club.”

ARTICLE 3 – Aims and Purposes

3.1 The aims and purposes of the Club shall be:

(a) To promote the sport of safe skin and scuba diving.

(b) To conduct and assist in water anti-pollution measures when and where possible.

(c) To maintain high standards in all associated scuba-training courses held under the rules of a sanctioned training arm.

(d) To encourage interest in all activities associated with the underwater world, such as underwater photography, archaeology, and ecology etc.

(e) To co-operate with other scuba clubs and with Provincial and Canadian affiliates with similar objectives in strengthening and advancing the interests of the sport of scuba diving.

ARTICLE 4 – Jurisdiction

4.1 Certified scuba divers with an A.C.U.C., N.A.U.I., P.A.D.I. or other recognized agency certification, and certified scuba divers under the age of sixteen with the consent of parents or guardian shall be eligible for membership in the North Bay Scuba Club.

ARTICLE 5 – Membership

5.1 Any person falling in the jurisdiction defined in Article 4 becomes a member of the Club by:

(a) Signing and submitting to the Club a membership application form prescribed

by the Club; and

(b) Paying any initiation or membership fee also prescribed by the Club.

5.2 A person becomes a Member of the Club if s/he is a Member in good standing of the North Bay Scuba Club at the time this Constitution comes into force.

5.3 The members of the club shall consist of :

(a) Regular Members

(b) Life Members

(c) Honorary Members

(d) Non-Diving Members

5.4 Regular members must be certified scuba divers as defined in Article 4.

5.5 Life members shall be any regular members of the Club who has served the Club for a minimum of twenty consecutive years. S/he must be nominated by a member of the club and approved by a simple majority vote at a general membership meeting.

5.6 Honorary members shall be members in good standing of any club recognized by the Ontario Underwater Council, A.C.U.C., N.A.U.I., P.A.D.I. or other certifying agency or other person sponsored by two regular members and accepted by a simple majority vote at a club membership meeting.

5.7 Non-Diving Members shall be any persons interested in any of the Club activities who cannot join as a regular member because of his non-diver status.

5.8 All Club Members shall agree to be governed by the constitution/by-laws, and by the rules and regulations of the club.

5.9 A Member shall remain in good standing provided s/he is:

(a) Not more than three months in arrears in payment of dues;

(b) Not penalized by suspension or expulsion from the club.

5.10 A person who ceases to be a Member by reason only of non-payment of dues shall be reinstated upon submission to the club of a new membership application accompanied by all arrears in dues.

ARTICLE 6 – Membership Rights

6.1 Every Member in good standing is entitled:

(a) To be treated with dignity and respect;

(b) To be free from discrimination, interference, restriction, coercion, harassment, intimidation or disciplinary action exercised or practiced by a Member with respect to another Member by reason of race, colour, age, national or ethnic

origin, political or religious affiliation, sex sexual orientation or physical or mental disability;

(c) To receive a copy of the Constitution of the Club and to be advised of amendments to it, and to receive an up-to-date copy whenever the Constitution is compiled and reprinted.

6.2 Every Regular and Life Member is entitled:

(a) Subject to any qualifications stipulated elsewhere in this Constitution, to be nominated for, and hold, one or more offices in the Club;

(b) To participate in the Club’s business and activities;

(c) To vote.

6.3 Only Members in good standing may hold office

6.4 Proxy voting is not permitted at any level of the Club.

ARTICLE 7 – Termination of Membership

7.1 Termination of membership in the Club may be voluntarily withdrawn, by disbandment, or by any action, which in the opinion of a two-thirds majority of the Board is contrary to the aims and purposes of the Club.

7.2 Following a full review of the reasons and circumstances and by a two-thirds majority vote of the Executive Board a suspended or expelled Member may be reinstated provided that agreement is also made by a two-thirds majority vote of the members present at a general membership meeting.

ARTICLE 8 – Affiliations

8.1 Affiliation of the Club with any other club, provincial association, national association or other organization may be decided only by a majority vote at a general membership meeting and all fees and dues payable directly as a result of any affiliation so decided shall be the responsibility of the Club.

ARTICLE 9 – Election and Removal of Executive Board

9.1 Members of the Executive Board shall be elected by majority vote of all Members

casting valid ballots or by show of hands at a general membership meeting.

9.2 Only Members in good standing shall be allowed to vote and only members who are in good standing and have attended at least 50 % of the Club meetings in the past calendar year shall be entitled to hold office.

9.3 A member of the Board may be removed from the Board only by a properly

convened meeting of the Members of the Club

9.4 Any Member deemed by the Board to be involved with any commercial enterprise that may profit from association with the club or may be found to be in conflict with the club will not hold a position on the Executive Board.

9.5 Nominations for positions on the Executive Board shall be carried out annually and orally at the November & December general membership meetings with elections taking place following the closing of nominations at the December meeting. All nominations must be seconded after which the candidate will rise and signify acceptance of the nomination.

9.6 Elections shall be conducted by secret ballot or by show of hands pending the preference of the members present. To be elected to any office, a candidate must

obtain a majority, which is more than 50% of the valid ballots cast or 50% of the show of hands of those members voting.

ARTICLE 10 – Vacancies

10.1 The Board may declare a vacancy on the Executive Board if an Officer is absent for three or more consecutive executive meetings without a valid reason acceptable to the Board. A vacancy shall be declared if an Officer ceases to be a Club Member in good standing for whatever reason.

10.2 If the Office of the President should fall vacant, the Vice-President shall automatically assume the full duties and responsibilities of the office of the President, on an acting basis, while continuing to hold the office of Vice- President. At the next membership meeting an election will be held to fill the Office of the President.

10.3 If any person should cease to be a Member of the Executive Board for any reason, the President shall at the next membership meeting have an election to fill that vacant position. However, the President shall not be obliged to convene such an election if the vacancy occurs within four months preceding the annual election meeting.

10.4 In every case of filling vacancies, the new incumbents shall serve only unexpired portions of the terms of office in question.

ARTICLE 11 – Executive Board

11.1 The Members of the Board shall be the Past President, President, Vice-President and Secretary/Treasurer. The Board shall be the governing body of the Club. Its primary responsibilities are to take the necessary action and decisions to:

(a) Uphold and enforce the provisions of this Constitution;

(b) Implement the decisions of the membership;

(c) Formulate and implement policy following Membership approval;

11.3 If, because of changing circumstances or to meet essential operational requirements, the Board deems it necessary to make a decision contrary to a decision of the Members, such decision shall require a two-thirds majority vote of the Board.

11.4 The Board shall meet at least six times per year and the interval between meetings shall not be longer than three months. The meetings shall be held at times and places to be decided by the President or his designee. Minutes of each Board meeting shall be recorded.

11.5 In policy or emergency matters where the President desires, or is required to have, the guidance and decision of the Board, but where a meeting of the Board is deemed by the President to be impractical or unnecessary, the Members of the Board may be polled by telephone. A decision of the majority of the Members so polled shall constitute a decision of the Board. Any decision so taken shall be placed on the agenda of the next Board meeting and confirmation of the decision shall be necessary by repeat vote.

11.6 The quorum for meetings of the Board shall be two-thirds of the Members in Office. Unless otherwise provided, decisions of the Board shall be taken by a majority of those present and voting.

11.7 The members of the Board, by virtue of their offices, shall collectively hold title to all monies, records, and property of the Club as trustees for the Members of the Club and in the name of the Club. No monies of the Club may be disbursed unless authorized by budget or by supplementary decisions of the Board or Membership. No property of the Club may be sold, conveyed, or encumbered without the approval of the Board.

11.8 The Board shall have the sole authority to approve any proposed investments or borrowings.

11.9 The Treasurer, in consultation with the rest of the Board shall cause to be prepared an annual budget for the Club and an end of year financial report.

11.10 The Executive Board shall examine the contents of the budget and may direct the Treasurer to make alterations in its contents, following that the Board shall adopt the budget.

11.11 If the new budget is not approved by the start of the fiscal year, existing budgetary provisions and authority will be deemed to continue in effect.

11.12 The budget as amended shall be published and forwarded to each member present at a general membership meeting and shall be presented to the membership by the Treasurer.

11.13 A budget will include forecasts of revenues and expenses, capital expenditures and cash flows for the next fiscal year, and a forecast of the financial position of the Club at the end of that fiscal year.

11.14 The procedures to be followed to generate the budget shall be established and amended from time to time by the Executive Board.

11.15 If, because of extraordinary circumstances, the Board or Membership has not approved a budget within four months of the start of the fiscal year, the budget as amended by the Executive Board shall come into full force and effect retroactive to the beginning of the fiscal year.

11.16 The Board shall establish policies on financial administration to ensure that all monies of the Club are handled, used, and accounted for in accordance with prevailing standards of good business practice.

11.17 The Board may appoint or elect such standing Committees from among its Members as it may deem necessary to assist in the supervision of the affairs of the Club. It may also appoint ad hoc Committees for specific periods of time. All ad hoc Committees shall report to the Board.

ARTICLE 12 – Revenue and Expenses

12.1 The level of regular Club dues shall be as prescribed by the Board, but no increase in the level may take effect until approved by at least two-thirds of the members present at a general membership meeting. Notice of the proposed increase shall be sent to all Members at least three weeks prior to the next general membership meeting.

12.2 All Club dues and monies raised by Club revenue initiatives shall be sent or given to the Treasurer.

12.3 Rates for the rental of Club equipment, air fills and for Club training programs will be subject to member ratification at a general membership meeting.

12.4 All monies spent by the Club shall require a minimum of two signatures from among the President, Vice-president or Treasurer.

ARTICLE 13 – General

13.1 Fiscal Year

The fiscal year of the Club shall be January 1 to December 31.

13.2 Audit

Two persons from the membership of the Club who are not holding any office in the Club shall be elected at the same time as the officers for the purpose of conducting an annual audit of the Club’s financial affairs. The auditors' report shall be communicated to all Members at the January general membership meeting.

13.3 This Constitution came into force at 12.01 AM, June12, 2013.

ARTICLE 14 – Amendment

14.1 This constitution may be amended only by a two-thirds vote of those Members present and voting at the first general membership meeting following the meeting when the amendment was duly proposed and seconded.

14.2 A notice of any proposed constitutional amendments will be mailed to the

membership at least three weeks prior to the next general membership meeting so that as many interested members as possible may attend the next general membership meeting.

ARTICLE 15 – Corporations Act Requirements

15.1 Where required by the Act, adoption of and amendments to this Constitution shall be considered to be in the form of special motions. A general membership meeting shall be deemed to be a general meeting of Members for all purposes under the Act.

15.2 Where the Minister under the Act, or a court, directs a change in the name or other matter laid down in this Constitution, the Constitution shall be deemed to have been amended accordingly, Article 13 notwithstanding.

15.3 Should the North Bay Scuba Club cease to be a viable body, the Club’s assets will be disposed of according to the Laws of the Ontario Government Non Profit, Non Share Corporation, and the proceeds donated to the North Bay Y.M.C.A.

You must accept responsibility for your own actions and safety during every dive. Evaluate the conditions before every dive, assuring that they fit your personal capabilities. Know your buddy's as well as your own ability level.