BY-LAW NO. 1

GENERAL BY-LAW OF THE

SUSSEX VALLEY ALL-TERRAIN CLUB INC.

• 
  INTERPRETATION
  •  

When used in this by-law, the following terms shall have the meanings set forth below and grammatical variations of such terms shall have corresponding meanings:

• ʺActʺ means the Companies Act, RSNB 1973, c C-13, as amended from time to time, and any successor legislation thereto governing not-for-profit companies incorporated in the province of New Brunswick;
• ʺBoardʺ means the board of directors of the Club;
• ʺClubʺ means the Sussex Valley All-Terrain Club Inc.;
• “Code of Conduct” means the Code of Conduct referred to in section 6.5 hereof;
• “Executive” means the executive committee of the Board referred to in section 7.7 hereof;
• “Federation” means the New Brunswick All Terrain Vehicle Federation Inc. operating under the business name QuadNB;
• ʺLetters Patentʺ means the letters patent granted to the Club under the Act on 28^th day of May, 1998, and includes all additions, deletions and amendments made by virtue of any supplementary letters patent granted to the Club under the Act from time to time;
• “Membership Application” shall mean the application for membership in the Federation (as defined herein) and Club as submitted by any prospective Member thereof; and
• “Trail Permit” shall mean a permit for riding an all-terrain vehicle on managed trails within New Brunswick as issued by the Federation.

• 
  OBJECTS AND PURPOSES
  • Objects and Purposes.

The objects and purposes of the Club shall be those set out in the Letters Patent, provided that such objects and purposes shall not be supplemented or amended except in accordance with the Act and the Letters Patent.

• 
  HEAD OFFICE
  • Location of Head Office.

The head office of the Club shall be located at such place in the Province of New Brunswick as the Board may determine from time to time.

• 
  Members
  • Classes and Admission.

There shall be two (2) classes of membership of the Club, and these shall be Active Members and Associate Members.  Persons shall be admitted to these classes as follows:

• Active Member. To be an Active Member, a person must hold a valid and unrevoked Trail Permit listing the Club as its local association and have not been removed as provided for in this by-law.
• Associate Member. To be an Associate Member, a person must be the spouse or common law partner of an Active Member and have made an application to be an Associate Member under such process as the Board may advise from time to time and have been accepted as such by the Board.

For greater certainty, the term “Member”, when used in this by-law, shall refer to both Active Members and Associate Members.

• Annual Renewal.

All Membership rights are automatically revoked as of the first moment of January 1 of each calendar year.

Notwithstanding the foregoing, any Member may be removed by a majority vote of the Members of the Club at a duly constituted meeting thereof.

• 
  Meetings of Members
  • Annual General Meeting.

An annual meeting of Members of the Club shall be held on such date and at such time as the Board may from time to time determine, provided that it shall occur each year not later than the end of November of each calendar year.  At each annual meeting, the following shall occur:

• presentation of the President’s report, which shall include a review of the activities and a financial update for the past and coming year;
• presentation and approval of any amendments to the letters patent and/or by-laws;
• the election of directors for the following year; and
• any other business as set by the Board from time to time in their discretion.

• Monthly Meetings.

The Chair may also choose to hold a monthly meeting of Members on such date and at such time as the Board may from time to time determine to cover such topics as the Board may advise.

• Special Meetings.

Special meetings of Members may be called at any time by order of the Chair, upon an ordinary resolution being passed by the Board, or when Members who represent at least ten percent (10%) of the total Membership of the Club request in writing that the Chair call such a meeting.  In default of the Chair doing so, any director may call such meeting and act as Chair at such meeting.

Notwithstanding the above, if a special meeting is called at any time with respect to a specific issue and the vote on that issue is unsuccessful, the Board shall not permit a further special meeting on that issue for a period of six (6) months.

All meetings of the Members shall be held at such within the Province of New Brunswick as may from time to time be determined by the Board.

Notice of:

• any annual meeting of the Members of the Club must be given at least seven (7) days in advance;
• any monthly meeting must be given at least seven (7) days in advance; and
• any special meeting must be given at least four (4) days in advance;

each of which such notice must set out the time, date and location of such meeting.

Notice of a Members meeting shall be posted electronically on the website and/or social media page of the Club as the Board may establish from time to time, provided such notices must be posted within the above-noted timelines.

At least five (5) Members including at least two (2) members of the Executive and three (3) members of the Board entitled to vote thereat, being present in person, shall constitute a quorum at a meeting of the Members.

• Voting Rights.

Voting at a meeting of Members shall be open to any Member who became a Member prior to the date of the meeting.

Voting shall take place by Robert’s Rules.  The act of the majority of the Members entitled to vote at any meeting of the Members shall be the act of the Members, except where the vote or consent of other than a majority of Members is required or directed by the Act or Letters Patent. In the event of an equality of votes, the Chair of the meeting shall have a second or casting vote.  The vote of the majority of the Members entitled to vote at any annual meeting or special general meeting shall be sufficient for the valid ratification of any previous action of the Board and of the officers of the Club.

• 
  BOARD OF DIRECTORS
  • Composition of Board.

The Board shall consist of such number of directors between three (3) and fifteen (15) as determined by resolution of the Members from time to time.  All directors shall be elected at a meeting of the Members from amongst the Membership.

Each director shall be an individual and a Member of the Club.  The office of a director shall ipso facto be vacated if he or she is disqualified from being a director pursuant to the Act or this by-law, or if they cease to be a Member of the Club.

Any Member who wishes to become a director shall advise the Chair of the Board prior to the annual meeting at which an election shall occur of their intention to be nominated for election, provided that any applicant for the role of President must have been a Member of the Club for the year prior to the year of their application.

• Election & Term.

Each director shall be elected by ordinary majority resolution of the Members entitled to vote at a general meeting of Members.  Each director elected shall hold office for a period of two (2) years.

• Code of Conduct.

All Board members must comply with the Code of Conduct attached hereto as Schedule “A”.

Any director may be removed by a majority vote at a duly called meeting of the Members.  A breach of the Code of Conduct shall be grounds for removal, which the Board can refer to the Members for a vote at the next meeting thereof.

The directors of the Club shall, in their capacity as directors, serve without remuneration, provided that the Club may reimburse its directors for their reasonable expenses incurred in connection with the performance of their duties.

• Powers of Directors.

The affairs of the Club shall be managed by the Board who may exercise all powers and do all acts and things which may be exercised or done by the Club and which are not by the by-laws of the Club, or by statute, expressly directed or required to be done by the Club at a meeting of the Members. 

All acts done by any meeting of directors or by any person acting as a director, so long as their successor shall not have been duly elected or appointed, shall, notwithstanding that it be afterwards discovered that there was some defect in the election of the directors or the person acting as aforesaid or that they or any of them were disqualified, be as valid as if the directors or such other person, as the case may be, had been duly elected and were or was qualified to be directors or a director of the Club.

In case of a vacancy on the Board occurring by virtue of death, resignation, removal, disqualification or other cause, the Board shall have the power to appoint another qualified individual as a director, and any director so appointed shall hold office for the balance of the term of the director who they replace.

• Protection of Directors.

No director of the Club shall be liable for the acts, neglects or defaults of any other director or officer or employee of the Club or for any loss, damage or expense of the Club insofar as the same arises in or during the execution of the duties of their respective office of unless the same shall happen by or through their own wilful neglect or default.  Subject to any written agreement between a director and the Club relating to the subject matter of this section, each and every director of the Club shall assume office on the express understanding, agreement and condition that every director of the Club and their heirs, executors, administrators, estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Club from and against all costs, losses, charges and expenses whatsoever which such director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against them for or in respect to any act, deed, matter or thing whatsoever made, done or permitted by them in or about the execution of the duties of their office, except such costs, losses, charges or expenses as are occasioned by their own wilful neglect or default.

The directors of the Club are hereby authorized from time to time to give indemnities to any director, officer or other person who has undertaken or is about to undertake any liability on behalf of the Club.  Any action from time to time taken by the Board under the authority of this section shall not require approval or confirmation by the Members.

• 
  BOARD MEETINGS
  • Calling of Meetings.
    • Regular Meetings. Either the Secretary or the Chair shall call annual and monthly meetings of the Board except in the month of December in which no meeting shall be held.
    • Special Meetings. A special meeting may be called by the Chair, and shall be called by the Chair upon receipt of a written request signed by any three (3) directors of the Board. If a special meeting is not convened forthwith, any director may convene said special meeting.
  •  

All meetings of the Members shall be held at the registered office of the Club or at such other place, within the Province of New Brunswick as may from time to time be fixed by the Board.

Electronic notice of each meeting shall be given to each director at least twenty-four (24) hours prior to the meeting, provided, however, if all directors are present or those absent have signified their consent to the meeting being held in their absence no formal notice is required. 

Notice of a Board meeting shall be posted electronically on the website and/or social media page of the Club as the Board may establish from time to time, provided such notices must be posted within the above-noted timelines.

A quorum for any meeting of the Board shall be constituted when at least fifty percent (50%) of the directors of the Club are in attendance. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Club for the time being vested in or exercisable by the directors generally.

Questions arising at any meeting of the Board shall be decided by a majority of votes with each director having one (1) vote. In the case of an equality of votes, the Chair shall have a second or casting vote.

The Board may delegate some of its responsibilities to a committee. The Board shall appoint a chair each such committee and such committees may determine their own procedure.  After the expiry of the term of a committee, the Chair shall provide all written records of the committee to the Club.  The President is an ex-officio member of all committees.

• Executive Committee.

The Board may, whenever it consists of more than six (6) individuals, elect from its number an executive committee consisting of not less than three (3), which executive committee has power to fix its quorum at not less than a majority of its members, and may exercise all the powers of the Board, subject to any restrictions contained herein and to any regulations imposed from time to time by the Board.

• 
  Officers
  • Officers Appointed from Directors.

Following an election of directors, the Board shall appoint the officers of the Club.

The Club shall have a President, a Vice-President, a Treasurer and a Secretary, and may have a Past-President and such other officer roles as may be determined by the Board from time to time.

• Term of Appointment.

The term of appointment for each officer shall be as follows:

• President: initial term of two (2) years;
• Vice-President: initial term of two (2) years;
• Treasurer: initial term of two (2) years;
• Secretary: initial term of two (2) years; and
• Past President: for the two (2) years following their role as President.

Notwithstanding any of the foregoing, or anything else set out in this by-law, the term of appointment for any director of the Club that misses any more than three (3) meetings of the board during the term of their appointment, without reasonable justification, as determined by the Chair, shall end on the date set by the Chair and communicated to that director.

The President shall:

• subject to this by-law, act as Chair of all Board and Members meetings;
• exercise general supervision over the undertakings and affairs of the Club;
• provide a monthly update to the Members of the Club including a statement as to all tasks completed by the committees in the previous month and the financial reporting of the previous month and/or year as received from Club’s Treasurer;
• sign such contracts, documents or instruments in writing as require execution on behalf of the Club;
• make all public statements or news releases on behalf of the Club;
• ensure the income tax return for the Club is filed;
• being an ex-officio member of all committees; and
• perform all duties ancillary and incidental to the office of President and such additional duties assigned to them by the Board from time to time.

• Vice-President.

The duties of the Vice-President include the duties of the President in the President’s absence, and such other duties as may be assigned to them by the Board from time to time.

The Treasurer shall:

• empty cash donation boxes and record the cash in the appropriate manner;
• receive and record all donations in the appropriate manner;
• prepare cheques for reimbursements and make payments for all invoices;
• submit all invoices, receipts, documents and records to the Club’s accountant as necessary;
• prepare or cause to be prepared annually the full statement of the affairs and financial position of the Club required to be brought before the Members pursuant to section 123 of the Act;
• exhibit their books and accounts to any director of the Club upon request; and
• perform all duties ancillary and incidental to the office of Treasurer and such additional duties assigned to them by the Board from time to time.

The Secretary shall:

• record minutes for all meetings of the Board and of the Members;
• maintain a book or books wherein shall be kept a copy of all the Letters Patent and Supplementary Letters Patent of the Club (if any), and of all the by-laws of the Club, the names and addresses of all persons who are or have been directors of the Club, with the dates at which each became or ceased to be such director, and minutes of all meetings of Members, directors and any committee of the directors; and
• perform all duties ancillary and incidental to the office of Secretary and such additional duties assigned to them by the Board from time to time.

• Past-President

The duties of the Past-President (if any) shall include duties as may be assigned to them by the Board from time to time.

Subject to this by-law, in the case of the temporary absence or inability to act of any officer of the Club, or for any other reason that the Board may deem sufficient, the Board may delegate for the time being the powers of such officer to any other officer or any director of the Club, provided that a majority of the Board concur therein.

The officers of the Club shall, in their capacity as officers, serve without remuneration, provided that the Club may reimburse its officers for their reasonable expenses incurred in connection with the performance of their duties.

• Removal of Officers.

Any officer may be removed by a majority vote at a duly called meeting of the Board.

• 
  FINANCIAL matters
  • Execution of Cheques and Other Documents.

Notwithstanding anything else in this by-law, the signing authority for any cheque of the Club shall rest with the President or Vice-President and the Treasurer of the Club at that time.  With the exception of cheques, any contract, document or other instrument in writing requiring the signature of the Club may be signed by any two (2) directors and/or officers of the Club, at least one being the President, Vice-President or Treasurer of the Club.

• Limitation on Spending and Borrowing.
  • Spending Limits: No member of the Board, officer, employee or representative of the Club may spend the funds of the Club or receive reimbursement from the Club unless and until the same is approved as set out herein. The following limits and approvals shall apply to the spending of the Club’s funds:
    • (i) The President or Vice-President can approve the spending or contracting by any person on behalf of the Club of up to $200.00 in any one transaction and up to $500.00 in any thirty (30) day period;
    • (ii) The President or Vice-President can personally spend or contract on behalf of the Club for up to $2,000.00 in any thirty (30) day period;
    • (iii) Any spending or contracting with a total cost of greater than $2,000.00 shall be pre-approved by the Board; and
    • (iv) Any spending or contracting with a total cost of greater than $10,000.00 shall be pre-approved by the Members.
  • Borrowing. The Club is not authorized to borrow money in any form unless authorized jointly by the Board and the Members.
• Restrictions of Use of Funds.

The Club shall not make any contribution or gift to any organization which is not registered in Canada as a non-profit organization and no part of the activities of the Club shall be directed towards participating in any political campaign on behalf of any candidate for public office.

• Fiscal Period.

The fiscal period of the Club shall be the calendar year or such other period of time as fixed by resolution of the Board from time to time and in accordance with Generally Accepted Accounting Principles.

The Board of Directors must appoint a certified professional accountant for the Club for the purpose of maintaining accurate books and records for the Club, preparing annual financial statements, and preparing annual tax returns.

• 
  MISCELLANEOUS
  • Announcements and Advertising.

All announcements or advertising in any media form purporting to be on behalf of the Club or otherwise about the Club must be pre-approved in principle by the Board.

• Media Contact.

Except for the President of the Club, no Member of the Club or Board may speak to the media on behalf of the Club unless duly appointed by the Board.  The Board may designate an individual, including a Member of the Board, as contact for all media relations.

• Record Keeping.

All Club records, reports and documents of any kind shall be kept at such place as decided by the Board from time to time.  The records to be kept will include:

• a book of minutes of all meetings of directors which shall record the time and place of each meeting, names of the directors present, a copy of the agenda (if any), a record of the proceedings and copies of all instruments approved and/or discussed;
• a book of minutes of all meetings of Members which shall record the time and place of each meeting, a copy of the agenda (if any), a record of the proceedings and copies of all instruments approved and/or discussed;
• books and accounts detailing all property and transactions of any sort;
• legal information including corporate registration and renewal, tax exemption letter, sales tax letter and title documents;
• a list of its Members which shall be known as the company registry, provided that the Club may rely on the list maintained by the Federation for this purpose; and
• all such other documentation as reasonably relates to the business and affairs of the Club.

all of which shall be accessible by all Members of the Club upon a written request made to the Secretary of the Club.

• 
  AMENDMENT
  • Enactment, Repeal and Amendment of By-laws.

Subject to the Letters Patent, the Board shall have the power from time to time to make additional by-laws or to repeal, amend or re-enact any by-law, but every such by-law and every such repeal, amendment or re-enactment shall, unless in the meantime confirmed at a meeting of the Members of the Club duly called for that purpose, have force only until the next meeting of the Members of the Club, and in default of confirmation at such meeting, shall at and from that time cease to have force.

[remainder of page left blank intentionally; signature page follows]

ENACTED by the directors of the Club on _____________________; and

RATIFIED AND CONFIRMED by the Members of the Club on ____________________.

SCHEDULE “A”

CODE OF CONDUCT

1. Respectful Conduct.

It is recognized that directors bring to the Board diverse backgrounds, skills and experience and will not always agree with one another on all matters.  Notwithstanding this, all discussions shall take place in an atmosphere of mutual respect and courtesy, and all matters will be approached with a spirit of cooperation and a positive attitude.

2. Attendance at Meetings

It is expected that all Board members shall attend at least six (6) meetings in every twelve (12) month period and shall not miss more than two (2) consecutive meetings without reasonable excuse, the reasonability of which shall be determined by the Executive in their sole discretion.

3. Conflicts of Interest

Any member of the Board who is in a conflict of interest with respect to any matter before the Board shall, at such time as they shall reasonably have understood there to be such a conflict, declare the same to the Board, which shall be recorded in the minutes of the meeting.  In respect of any vote on such matter, the conflicted member of the Board shall excuse themselves and shall not vote on such matter.

4. Confidentiality of Meetings and Board Solidarity

All discussion held during meetings of the Board shall be held in strict confidence by the members thereof.  The directors of the Board acknowledge that properly authorized decisions must be supported by all directors even if that director did not vote in favour of the particular matter.  For greater certainty, those directors who have abstained or voted against a motion or particular decision must adhere to and support the decision of a majority of the directors after such decision has been made.

5. Directors’ Duties

All directors of the Club stand in a fiduciary relationship to the Club.  As fiduciaries, directors much act honestly, in good faith, and in the best interests of the Club.  Directors will be held to strict standards of honestly, integrity and loyalty.  A director shall not put personal interests ahead of the best interests of the Club.  Directors must avoid situations where their personal interests will conflict with their duties to the Club.  Directors must also avoid situations where their duties to the Club may conflict with duties owed elsewhere.