ARTICLE 1- NAME AND PURPOSE
SECTION 1-NAME: The name of the organization shall be EMERITUS GOLF. It shall be a not-for-profit organization incorporated under the Canada Not-For-Profit Corporations Act.
SECTION 2 PURPOSE: EMERITUS GOLF is committed to providing access to the game of golf to members of the Canadian Armed Forces, First Responders, both retired, serving and their families, in recognition of their selfless service to Canada. We are also prepared to offer assistance to under-resourced groups.
ARTICLE 2- MEMBERSHIP
SECTION 1- ELIGIBILITY: Application for voting membership shall be open to anyone in the following: Canadian Armed Forces (CAF) serving member, CAF retired or veteran, serving or retired First Responder (police, firefighter, and paramedic) and families of the aforementioned over 18.
SECTION 2-MEMBERSHIP CONDITIONS: The amount required for annual dues shall be $25.00 CDN for the first calendar year and $25.00 for each subsequent year. A life time membership is available for $250.00. All of the membership fees are based on the calendar year and are not refundable. A $10.00 non-refundable fee will be charged for each individual tournament to cover on-site costs. Future annual dues rates may be established by the Board of Directors (BOD) and published annually. Membership is granted after completion and submission of a membership application and annual dues. To have voting privileges and playing rights, each member in good standing must possess a valid Golf Canada (GC) membership that provides a valid handicap index. A GC membership may be obtained through an applicant’s local golf course or directly from GC. As all communication within the organization will be by e-mail, it is the individual member’s responsibility to advise the organization of a current e-mail address.
SECTION 3-RIGHTS OF MEMBERS: Each member shall have the right to cast one vote in the organization’s elections. A member may resign from the organization by filing an e-mail notice with the Secretary. A member can have their membership terminated by a majority vote of the BOD.
ARTICLE 3- MEETINGS OF MEMBERS
SECTION 1- ANNUAL GENERAL MEETING: An annual general meeting (AGM) of the members shall take place in the fall of each year, the specific time, date and location of which shall be designated by the BOD. At the AGM the members will elect Directors and Officers, receive reports on the activities of the organization and determine the direction of the organization for the coming year.
SECTION 2-SPECIAL MEETINGS: Special Meetings may be called by the BOD. A petition signed by ten (10) voting members may also call a Special Meeting.
SECTION 3- NOTICE OF MEETINGS: Notice of meetings will be by e-mail only and not less than two (2) weeks before the meeting. There is no requirement to mail proxies under this system. Once the e-mail notice has been sent, voting can begin immediately after a second e-mail is sent with the issues to be voted on. The member simply clicks on the ballot and votes and sends it back to the BoD. Voting by e-mail will continue up to 1(one) hour before the planned start of the meeting.
SECTION 4- QUORUM: The members present or participating by e-mail or audio/video conferencing technology, at any properly called meeting will constitute a quorum.
SECTION 5- VOTING: All issues to be voted on shall be decided by a simple majority of those physically participating at the meeting as well as those who are not able to attend in person and are using e-mail or audio/video conferencing technology, which are the only other authorized means.
ARTICLE 4- BOARD OF DIRECTORS (BOD)
SECTION 1-ROLE, SIZE, AND COMPENSATION: The BOD is responsible for overall policy and direction of the organization and may delegate day-to-day operations to any staff member or committee. The BOD has seven (7) members currently; however, this may be increased by a vote of members at an AGM. The BOD shall never have more than ten (10) members. The BOD shall receive no compensation other than reasonable expenses.
SECTION 2- TERMS: All BOD members shall serve two (2) year terms, but are eligible for re-election for up to five (5) consecutive terms.
SECTION 3-MEETINGS AND NOTICE: Regular meetings of the BOD shall be held at least quarterly, at an agreed time and place. Notice must be given at least one (1) week in advance. Special meetings of the BOD may be called with forty-eight (48) hours notice. A Director may participate in an annual, regular or special meeting by or through the use of any means of communication by which all participating may simultaneously hear each other. Meetings may be conducted in person or by audio/video conferencing technology.
SECTION 4- ELECTION PROCEDURES: New and current Directors shall be elected or re-elected by the voting members at an AGM. Directors will be elected by a simple majority. A Board Development Committee will be established to nominate a slate of prospective candidates, representing our organization’s diverse membership. In addition, any member can nominate a candidate to the slate of nominees providing this is received by the Secretary no later than two (2) weeks prior to the date of the AGM.
SECTION 5- QUORUM: A quorum must be attended by at least forty (40) percent of BOD members for business transactions to take place and motions to pass.
SECTION 6- OFFICERS AND DUTIES: There shall be three (3) Officers of the BOD consisting of a Chair, Secretary and Treasurer. Their duties are as follows:
The Chair (for our purposes at this time is named the Executive Director but normally is the senior paid staff position responsible to the BOD) shall convene and preside over meetings of the BOD.
The Secretary shall be responsible for keeping records of BOD actions, including overseeing the taking of minutes of BOD meetings, sending out meeting announcements, distributing records of meetings and agendas to BOD members and assuring that corporate records are maintained.
The Treasurer shall be responsible for making financial information available to the BOD as well as to the members and the public. The Treasurer will make a report at each BOD meeting as well as prepare a budget.
SECTION 7- VACANCIES, RESIGNATION, TERMINATION: If a vacancy occurs in mid-term the Secretary must receive nominations from serving BOD members one (1) week in advance of a BOD meeting. The vacancy will be filled only to the end of the term of the previous BOD member. Resignations from the board must be received by the Secretary by e-mail. A BOD member may be removed by a simple majority vote of the remaining Directors.
SECTION 8- CONFLICT OF INTEREST: Any Officer, Director or staff member of the organization shall have a duty to disclose any potential conflict of interest by virtue of business or charitable affiliation. Any conflict of interest real or potential shall be disclosed by the BOD member affected. Said BOD member will render the material facts. The BOD member will not be able to take part in any discussion or vote on the subject.
SECTION 1- COMMITTEE FORMATION: The BOD can create committees whether they are Standing/Permanent Committees or ad hoc committees raised for a specific purpose and subsequently disbanded. The BOD chair appoints all committee chairs.
SECTION 2- EXECUTIVE COMMITTEE: The three Officers serve as members of the Executive Committee. The executive committee shall have all the power and authority of the BOD in the intervals between meetings of the BOD, and is subject to the direction and control of the full BOD. That authority however does not extend to amending the Articles of Incorporation and these by laws, which is the prerogative of the full membership and must come before them at an AGM.
SECTION 3- FINANCE COMMITTEE: The Finance Committee is chaired by the Treasurer who is aided by at least one other BOD member. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans and the annual budget. The BOD must approve the budget and all expenditures must be within the budget. Any change in the budget must be approved by the BOD or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the BOD showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, the BOD and the public.
SECTION 4- ADVISORY COUNCIL: The Advisory Council is comprised of the incumbent National and Provincial Golf Tournament Coordinators as well as the Public Relations Coordinator (PRC) and the Sponsorship Coordinator (SC). The task given to this committee is to plan and execute golf tournaments across Canada. The process, including the safeguarding of our name and logo will be managed by the National Tour Coordinator (NTC) in close cooperation with the respective Provincial Coordinators (PC). The EMERITUS GOLF Tournament Aide Memoire at Annex A provides details as to the execution of the tournaments.
ARTICLE 6- EXECUTIVE DIRECTOR AND STAFF
(Although we do not have one now there may come a time when it would be convenient to have some terms of reference)
SECTION 1-EXECUTIVE DIRECTOR: The Executive Director (ED) is hired by and reports to the BOD to carry out the day-to-day operation of the organization including directing the work of any staff. The ED will attend all meetings of the BOD and the AGM. The ED will report progress of the organization and answer any questions asked and carry out the duties spelled out in the job description.
ARTICLE 7- USE OF COPYRIGHT LOGO AND TRADEMARKS
SECTION 1- The use of our copyrighted materials, logo and trademarks will be strictly controlled by the BOD. Permission to use these may be delegated for use at tournaments and elsewhere upon request.
ARTICLE 8- AMENDMENTS
Section 1- Amendments: These Bylaws may be amended when necessary by two-thirds majority of the members attending an AGM. Proposed amendments must be received by the Secretary at least two (2) weeks before the planned meeting.
These initial Bylaws were approved at a meeting of the BOD on 21 March 2019 and amended by the membership at an AGM held on 15 September 2019