Constitution

   St. Thomas Pickleball Club Constitution
                                               revised July 2017                                                                

Note: A regular Playing Member (RPM) is defined as any member with a paid up, annual membership and does not include Non-Playing Affiliate Members (NAM's),
Playing Affiliate Members (PAM's) or Honorary Members.

Goals:
1. Promote Pickleball as a sport for all ages in the St. Thomas area and the province of Ontario.
2. Provide opportunities for club members to play outside of programs offered by the city.
3. Provide opportunities for club members to interact socially.
4. To work with the Parks and Recreation Department to improve and expand playing facilities in St. Thomas.
5. Where applicable, to assist and advise the Parks and Recreation Department with municipally organized Pickleball programs.

Article 1:  Meetings

a)  Annual General Meeting. An Annual General Meeting (AGM) shall be held once a year.
      Date to be determined by the Directors.

b)  Notice of Meeting. Notice of the AGM must be given to all members at least one month in
     advance of the meeting.

c)  Voting Rights.  Anyone who holds an up to date Regular Playing Membership (RPM) for the current yearor an Honorary Membership shall have one vote at the AGM or other 
     general meetings called by the Directors.

d)  Quorum, Voting, Amendments. At all club meetings the members who are present
     shall constitute a quorum.
Only members in attendance may vote at meetings. Motions
     may be passed by majority vote at all meetings unless it is an amendment to the
     Constitution which will require a 2/3 majority vote.
Any Regular Playing Member or Honorary Member in good standing may submit to the Board a proposed amendment
     to the Constitution at least two weeks prior to the AGM.

e)  Order of Business. The suggested order of business at the Annual General Meeting of
      the club shall be as follows:

a.             Call to order
b.            Approval of minutes of previous AGM
c.             Report of Secretary/Treasurer
d.            Report of the President;
e.             Report of Committees;
f.             Amendments to the Constitution;
g.            Miscellaneous or Special Business;
h.             Election of Directors
i.              Adjournment

f)  Additional meetings may be called by the Directors as required.

Article 2:  Membership - Dues, Voting, Just Cause Clause

a)  Eligibility. All residents of St. Thomas and the surrounding communities in Elgin County are eligible for membership in the club. Directors may use whatever criteria
     they deem appropriate to decide who is allowed into the club.

b)  Fees.  The Directors shall have the power to change membership fees as required.

c)  Membership Year. The membership year shall run from July 1 to June 30.

d)   Voters. The voting members fo the club shall be all the Regular Playing Members (RPM's) holding an up to date membership and any person who is an Honorary Member.

e)   Directors shall have the power to refuse a membership renewal to “non-active” members. A non-active member is defined as a member who comes out to play less than 40% of
      the time in one season at St. Joes. Exceptions will be made for medical reasons, injuries, vacations and any other reason deemed acceptable by the Directors that
      result in a minimum of four consecutive playing sessions missed by the member.

f)   i) The Directors may offer a Non-Playing Affiliate Membership (NAM) to individuals who want to support the
  goals of the club financially or volunteer their time to assist with club activities. NAM’s would still be able to
  participate in all social activities, attend the AGM etc. The fee would be at the discretion of the Directors.

     ii) The Directors may offer a temporary Playing Affiliate Membership (PAM) to individuals to provide them with
   occasional playing rights at the discretion of the Directors. The fee would be at the discretion of the
   Directors.

    iii)  The Directors may offer an Honorary Playing Membership to individuals who have provided exceptional
   service to the club but only want to play occasionally rather than on a full time basis. No fee will be charged for an Honorary Membership.

     All Affiliate members may attend meetings but have no voting or speaking rights unless granted by the Directors. All Honorary Playing Members have full voting and speaking rights at meetings.  

g) Just Cause. The Board shall have the power to suspend or expel any member for
     just cause. Examples of just cause include: failure to pay membership fees when they are
    due, unsportsmanlike conduct, failure to follow proper protocol in disputes or other actions,
    any action which damages the integrity of the club or the ability of the Directors to fulfill
    their duties.

 Article 3:  Board of Directors –  Composition, Term of Office, Quorum

a) Number of Directors. Five Directors will be elected from the Regular playing Membership at the annual general meeting. All officers shall take
    office immediately following the annual general meeting.

b) Election of Officers. At the first meeting of the Directors after the AGM the Directors will
    elect  a President, Vice-President, Secretary, Treasurer and one Director-At-Large.  Duties
    of each officer are described in Article 4. Additional duties can be assigned with the
    agreement of the Directors.

 c) Term of Office. Executive positions are for a one year term.  There is no restriction on the
     number of terms a person can serve.

d) Quorum. A quorum for conducting business at a Director’s meeting shall consist of a
    minimum of three executive members.

 Article 4:  Board of Directors – Duties, Vacancies, Meetings, Removal of Director, Conflict of Interest

a)     Responsibilities. The club shall be managed by its Board of Directors, who shall establish, regulate and direct the policies and objectives of the club.  The Directors shall direct,
review and approve all matters concerning the club. 
 

      b)   President. The President shall be the chief executive officer. The President shall preside
      at all meetings of the membership and board of directors meetings. The President shall
      appoint with the approval of the Board, committee chairpersons and committee members
      where necessary. The President or his designate shall act as the chief spokesperson and
      negotiator for club activities.

c)     Vice President. The Vice President shall assist the President in the performance of the President’s duties and shall exercise all powers of the President in the case of the
President’s resignation, incapacity, removal, or death. The Vice President shall preside over all meetings of the club or the Board at which the President is not present.

d)    Treasurer.  As Treasurer this officer shall be the Chief Financial Officer and shall be responsible for the financial management of the organization. The Treasurer shall perform such
other duties as may be assigned by the President
. 

e)      Secretary. As Secretary this officer shall give the notice of meetings, and keep the minutes of all meetings. The notices of these meetings shall be sent out by the Secretary to the
Board one month prior to the Annual General Meeting and one week prior to any Board
meeting. The Secretary shall perform such other duties as may be assigned by the President. Minutes
of the meetings shall be sent out to the members following the Annual General Meeting and following all Board meetings.
 

f)     Vacancies. If a vacancy shall occur on the Board, the remaining members of the Board may, by a majority vote, elect a successor for the unexpired term, except that a vacancy in the office
of the President shall be succeeded by the Vice President.

g)     Action without a Meeting. Any action required or permitted to be taken at a meeting of the Board or any committee may be taken without a meeting if all the members of the board or
committee are in agreement, including meetings via computer or telephone, to taking the action without a meeting and to approving the specific action. Such consents shall have the same
force and effect as a unanimous vote of the Board of Directors.
 

h)     Removal of Director. At any meeting of the Board, any officer or member of the Board may, by a vote of not less than three/fifths of the entire Board, be removed from office, with or
without cause, and a successor may be elected pursuant to the provisions of these Bylaws.
 

i)      Conflict of Interest. Any director, who is party to, has a material interest, or who is party to a material contract shall disclose the nature and extent of his/her interest.  The Director shall
exclude himself/herself from discussions when a conflict of interest is likely to result.

j)      Membership Cap. In order to control membership size, the executive shall have the power to impose a cap on the number of Regular Playing Members and further to this the executive may raise or lower
the cap as deemed necessary.

 Article 5:  Protection of Directors

Every Director of the club, in exercising his powers and discharging his duties, shall act honestly and in good faith with a view to the best interests of the club, and exercise the care, diligence
and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director shall be liable for the acts, receipts, neglects or defaults of any other
director, or for any damage or expense happening to the corporation.

 Article 6:  Finances

a)  The St. Thomas Pickleball Club is a not for profit association.

b)  A bank account will be established at a local bank and must be used to transact all club financial business.

c)  Any two of the President, Vice-President and Treasurer must sign all cheques.

Adopted by the Board of Directors on _______________, 2016.

Signed:

 

_________________________________  President  _______________________________Secretary