PRINCE EDWARD ISLAND GOLF ASSOCIATION
2016
Table of Contents
1 DEFINITIONS……………………………………………………………………………………………………………………. 3
1 Gender………………………………………………………………………………………………………………………………..4
- NAME………………………………………………………………………………………………………………………….. 4
- OBJECTIVES OF THE ASSOCIATION……………………………………………………………………………..4
- MEMBERSHIP……………………………………………………………………………………………………………….4
a. Classes of Membership………………………………………………………………………………………………………….4
b. Continuation of Membership…………………………………………………………………………………………………4
c. Characteristics of Membership……………………………………………………………………………………………….4
d. Applying for Membership……………………………………………………………………………………………………..4
e. Compliance with Bylaws and Decisions…………………………………………………………………………………..5
f. Suspension or Expulsion………………………………………………………………………………………………………..5
g. Withdrawal from Membership……………………………………………………………………………………………….5
h. Transfers of Membership………………………………………………………………………………………………………5
i. Annual Dues…………………………………………………………………………………………………………………………5
5. MEETINGS……………………………………………………………………………………………………………………….. 5
a. Annual Meeting…………………………………………………………………………………………………………………..5
b. Notice of Annual Meeting…………………………………………………………………………………………………….5
c. Semi-annual Meeting …………………………………………………………………………………………………………5
d. Notice of Special Meeting…………………………………………………………………………………………………….5
e. Representation……………………………………………………………………………………………………………………5
f. Voting at Annual or Special Meetings…………………………………………………………………………………….5
g. Special Meetings…………………………………………………………………………………………………………………5
h. Quorum for Annual, Semi-annual or Special Meeting…………………………………………………………….. 5
6. NOTICE OF MOTIONS and NOMINATIONS…………………………………………………………………………6
a. Notice of Motion………………………………………………………………………………………………………………….6
b. Nominations……………………………………………………………………………………………………………………….6
7. BOARD……………………………………………………………………………………………………………………………….6
a. Number of Board Members…………………………………………………………………………………………………..6
b. Term………………………………………………………………………………………………………………………………….6
c. Qualifications…………………………………………………………………………………………………………………….6
d. Limitation………………………………………………………………………………………………………………………….6
e. Vacancies………………………………………………………………………………………………………………………….6
f. Removal of Board Members………………………………………………………………………………………………..6
g. No Profit for Director…………………………………………………………………………………………………………6
h. First Meeting of the New Board…………………………………………………………………………………………..6
i. Board Meetings………………………………………………………………………………………………………………….6
j. Quorum…………………………………………………………………………………………………………………………….7
k. Majority Vote…………………………………………………………………………………………………………………….7
l. Management of Affairs……………………………………………………………………………………………………….7
8. EXECUTIVE COMMITTEE……………………………………………………………………………………………….7
a. Members…………………………………………………………………………………………………………………………..7
b. Duties……………………………………………………………………………………………………………………………..7
c. Chair of the Executive…………………………………………………………………………………………………….. 7
d. Termination of Executive Committee Members…………………………………………………………………..8
e. Executive Vacancy…………………………………………………………….. :…………………………………………. 8
9. NOMINATION COMMITTEE……………………………………………………………………………………………8
a. Members…………………………………………………………………………………………………………………………8
b. Duties……………………………………………………………………………………………………………………………..8
c. Chair of the Nominating Committee…………………………………………………………………………………..8
d. Vacancy on the Nominating Committee……………………………………………………………………………..8
10. DIRECTORS RESPONSIBILITIES……………………………………………………………………………………8
11. PROVISIONS RELATING TO COMMITTEES…………………………………………………………………….9
12. SUBMISSION TO JURISDICTION…………………………………………………………………………………….9
13. CONFORMANCE TO ENTRY REQUIREMENTS………………………………………………………………..9
14. CONDUCT OF COMPETITIONS……………………………………………………………………………………….9
15. ENTRY FEES…………………………………………………………………………………………………………………..9
16. INDEMNIFICATION……………………………………………………………………………………………………….9
17 .LIMITATION OF LIABILITY……………………………………………………………………………………………9
18. CONTRACTS………………………………………………………………………………………………………………..10
19. REMOVAL OF AN OFFICER OR DIRECTOR…………………………………………………………………..10
20. EXECUTIVE DIRECTOR……………………………………………………………………………………………….10
a. Description……………………………………………………………………………………………………………………10
b. Duty to Maintain Proper Books and Records……………………………………………………………………..10
21. BORROWING………………………………………………………………………………………………………………..11
22. BANKING ARRANGEMENTS………………………………………………………………………………………..11
23. ACCOUNTANT(S)………………………………………………………………………………………………………….11
24. HEAD OFFICE………………………………………………………………………………………………………………11
25. SEAL……………………………………………………………………………………………………………………………11
26. FISCAL YEAR……………………………………………………………………………………………………………….11
27, INTERPRETATION………………………………………………………………………………………………………12
28. BY-LAWS………………………………………………………………………………………………………………….. 12
29. DISSOLUTION OF THE ASSOCIATION………………………………………………………………………. 12
30. PARLIAMENTARY AUTHORITY……………………………………………………………………………….. 12
31. COMING INTO FORCE……………………………………………………………………………………………… 12
PRINCE EDWARD ISLAND GOLF ASSOCIATION GENERAL BYLAWS
The bylaws relating generally to the conduct of the affairs of the Prince Edward Island Golf Association (hereinafter called the “Association”).
BE IT ENACTED as the Bylaws of the Association as follows:
1. DEFINITIONS
In these bylaws and all other bylaws of the Association, unless the context otherwise specifies or requires:
a) “Act” means The Companies Act of PEI, as from time to time amended, and every statute that may be substituted therefore and, in the case of such amendment or substitution, any references in the bylaw of the Association shall be read as referring to the amended or substituted provisions therefore;
b) “Annual Meeting” means the Annual Meeting of the Association;
c) “Association” means the new amalgamated body;
d Auditors” means the duly appointed Auditors of the Association;
e)”Board” means the duly elected and appointed members with voting privileges and shall include the President, Vice-presidents, Secretary/Treasurer and up to 7 (seven) Directors. The Executive Director shall be an ex-officio member of the Board;
f) “Bylaw” means this bylaw and all other bylaws of the Association in force and effect from time to time;
g)”Chairperson” means an individual appointed by the Board to chair a Standing Committee;
h)”Committee” means a Committee of the Board;
i)”Delegate” means an individual assigned the responsibility by a Member Club to represent it e
at an Annual, Semi-annual or special meeting;
j)”Director” means a Member duly elected to the Board at an annual meeting for a term of 2 (two) years with voting privileges;
k) “Executive Director” means the person employed from time to time by the Board to act as Executive Director of the Association;
1) “Golf Club” means an organization of individual members which operates under bylaws with committees to supervise golf activities and maintain the integrity of the handicap system and includes organizations with or without real estate;
m) “Golf Facility” means a golf course or practice facility that is not organized as a Golf Club;
n) “Individual Member” means an individual who is a member of a member Club;
o) “Member Club” means a Golf Club that is a Member of the Association, in accordance with the provisions of section ” 4.a” hereof;
p) “Member” means a Member Club or an Individual Member of the Association;
q) “PEIGA” means the Prince Edward Island Golf Association, a predecessor corporation of the Association;
r) “PEILG A” means the Prince Edward Island Ladies’ Golf Association;
s) “Executive Committee” will be a committee of not less than 3 (three) consisting of the President, Vice-presidents, Secretary/Treasurer and the Past President. One of the President, Vice-Presidents, or Secretary/Treasurer must be of the opposite gender;
t) “President” means the person elected to the office of President of the Association.
u) “Secretary” means the person elected to the office of Secretary/Treasurer of the Association;
v) “Semi-annual Meeting” means the Semi-annual meeting of the Association when one is held;
w) “Special meeting” means a Special meeting of the Association;
x) “Treasurer” means the person elected to the office of Secretary/Treasurer of the Association;
y) “Vice-president” means one of the persons elected to the offices of Vice-presidents of the Association.
z)Ex-Officio means without voting privileges
1.1 GENDER
In this part and in all other parts of these By-Laws, unless the context otherwise requires, words imparting the singular include the plural and vice versa, and words imparting male persons include female persons.
2. NAME
The Association shall be called the Prince Edward Island Golf Association, Inc 2010.
3. OBJECTIVES OF THE ASSOCIATION
the objectives of the Association shall be to:
(i)promote, develop and administer, throughout Prince Edward Island, competitive and recreational amateur golf
within the jurisdiction of the Association;
(ii)arrange, establish and supervise such tournaments as may be sanctioned by the PEIGA;
(iii)protect the interests of the game of golf and to uphold the Rules of Golf as approved for use in Canada;
(iv)maintain affiliation with Golf Canada:
(v)ensure communication to all the Members.
4. MEMBERSHIP
a. Classes of Membership
There shall be the following classes of Membership in the Association:
(i)Category I – Public, Private or Semi-private Golf Club with Real Estate;
(ii)Category II -Facility Club, with real estate and no members;
(iii) Category III A Golf Club without real estate but with members;
(iii) Any other class of membership which may be determined by the Board and approved at an Annual or Special meeting of the Association complying in principle with the regulations of the RCGA.
b. Continuation of Membership
All entities and individuals that were Members of the PEIGA or PEILGA at the time of formation of the Association shall become Members of the Association in the corresponding class of Membership set forth in Section 4a hereof;
c. Characteristics of Membership
The Board is authorized from time to time to determine the characteristics and requirements of various classes of Membership complying in principle with the Regulations of Golf Canada, which will enable the applicant to qualify for Membership in the Association and to maintain such Membership;
d. Applying for Membership
Any individual or entity applying to become an Individual Member or Member club shall make application on forms provided by the Association and shall give the Association such material and information as it may require;
e. Compliance with Bylaws and Decisions
All Members shall comply with the by-laws and shall comply with, be bound by and enforce all rules and decisions of the Board or of any Committee duly appointed thereby or of the Association provided the same are not contrary to law, the Articles of Incorporation or the by-laws of the Association and Robert’s Rules of Order. –
f. Suspension or Expulsion
Any Member of the Association refusing or neglecting strict and honourable compliance with the by-laws or with any such ruling or decision shall be liable to suspension or expulsion from Membership if so determined by two-thirds (2/3) affirmative vote of the Directors present at the Board Meeting at which such vote is taken;
g..Withdrawal from Membership
Any Member may withdraw from Membership by notice in writing of the desire to do so delivered to the Executive Director subject, however, to the payment by any such Member of any outstanding annual dues or other liabilities owing by it to the Association at the time of the proposed withdrawal;
h Transfers of Membership
No transfer of Membership may be completed without the prior consent of the Board;
i. Annual Dues
The annual dues payable by each class of Membership shall be in such amount or amounts and determined and collected in such manner, as may from time to time be decided by the Board. Any Member that is in arrears of payment of annual dues to the Association for any fiscal year of the Association shall cease to be a Member and shall not be considered a Member in good standing of the Association. Upon payment of all arrears and any reinstatement fee, the Member shall be reinstated to Membership if the Member so requests and the Board so approves.
5. MEETINGS
a. Annual Meeting
The Annual Meeting of the Association shall be held at such place in Prince Edward Island on such date and at such time as the Officers shall designate.
b. Notice of Annual Meeting
Notice of the Annual Meeting, giving full particulars of the date, time and place thereof shall be sent by the Executive Director to the President/Owner of each Member Club at least thirty-one (31) days prior to the date of the Annual Meeting. Such notice shall include all Notices of Motions, Nominations by the Association and a copy of the unaudited financial statements of the Association for the most recently completed fiscal year.
c. Semi-annual Meeting
Whenever a Semi-annual meeting is held notice, giving full particulars of the date, time and place thereof shall be sent by the Executive Director to the President/Owner of each Member Club at least thirty-one (31) days prior to the date of the SemiÂannual meeting. Such notice shall include all Notices of Motions, list of vacant Board Positions for the following year and tournament information.
d. Notice of Special Meeting
A Notice of special meeting, giving full particulars of the date, time and place thereof, shall be sent by the Executive Director to the President/Owner of each member club thirty-one (31) days prior to the date of the special meeting. Only the business stated on the Notice may be considered at the Special meeting.
e. Representation
For purposes of any Annual, Semi-annual, Special or other Meeting of the Association, each Member Club shall be entitled to send two (2) representatives, with one of those representatives being identified as the voting delegate.
f. Voting at Annual or Special Meetings:
Each Member Club shall have one vote on all matters voted on at any Annual Meeting, Semi-annual or Special Meeting. Any person entitled to vote at such a meeting may call for a secret ballot:
g.Special Meetings
A special meeting of the Association may be called by:
(i)the President; or
(ii)at the request of four (4) Member Clubs
h. Quorum for Annual, Semi-annual or Special Meeting
A Quorum for an Annual or special meeting of the Association shall be not less than six (6) member clubs.
6. NOTICE OF MOTIONS and NOMINATIONS
a. Notice of Motion
Any Notice of Motion by a Member Club shall be forwarded to the Secretary/Treasurer no later than twenty-one (21) days prior to the Annual Meeting, Semi-annual Meeting or a special meeting. All Notices of Motion shall be forwarded to the President/Owner of each Member Club no later than ten (10) days prior to the Annual, Semi-annual or special meeting.
b. Nominations
Each Member club may make further or additional Board nominations and such nominations shall be in writing, certified by the secretary/Owner of the Member Club and shall be accompanied by the written consent of the nominee to act if elected. All such nominees must meet the criteria of the position as set by the policy of the PEIGA. All such nominations must be mailed or delivered to the Secretary/Treasurer of the Association not later than fifteen (15) days prior to the Annual Meeting of the Association.
7. BOARD
a. Number of Board Members
The affairs of the Association shall be managed by the Board as defined in Definitions 1 e. above.
b. Term
The President, Vice-presidents, Secretary/Treasurer and up to seven (7) Directors shall be elected for a term of two (2) years.
c. Qualifications
Any Individual Member of the Association shall be eligible for election and/or appointment provided that s/he has attained the age of nineteen (19) years or more, is not prohibited under the Act from acting as a Director, meets the criteria of the position as set by the policy of the PEIGA and is a Member in good standing of a Member Club.
d. Limitation
An Individual Member shall become ineligible for a position as an officer of the Board if s/he has served five (5) consecutive terms as a Director save and except an individual who has been elected as a Vice-president(s), who shall be entitled, but need not necessarily succeed, to a further two (2) year term in the position of President, followed by a term as Past President.
e. Vacancies
If any vacancy occurs on the Board, the Officers may appoint a qualified individual to fill such vacancy until the next Annual Meeting.
f. Removal of Board Members
The Members may, at a special meeting, remove a Board Member (Officer) before the expiration of that term and may by resolution appoint another qualified individual in that position. The individual so appointed shall hold office during such time as the Board Member, in whose place the individual was appointed, would have held office if that Member had not been removed.
g. No Profit for Board Member
A Board Member (Officer) shall cease to be on the Board if that Member holds any other office or place of profit in the Association or if that Member is concerned in or participates in the profits of any contract with the Association. No Board Member, however, shall vacate such office by reason of that Member being a shareholder or member of any firm or corporation which has entered into any contract with or done any work for the Association but that Member shall declare such shareholding or membership and not vote in respect of such contract or work.
h. First Meeting of the New Board
The new Board shall without notice and immediately following the Annual Meeting at which the Board was elected, hold its first meeting for the purpose of organization and the appointment of Committees provided for by this ByÂlaw, for the ensuing year.
i. Board Meetings
The Board may hold such Meetings at such place or places in Prince Edward Island and in such manner as it may from time to time determine. Meetings of the Board may be called by the President or Vice-president(s) or by the Secretary/Treasurer on the direction of the President or Vice-president(s). A special meeting of the Board shall be called by the President or Vice-president(s) on the written requisition of not less than four (4) Board Members or four (4) Member Clubs. Notices of any such meetings shall be delivered, mailed or sent by facsimile or electronic mail transmission to each Board Member not less than twenty-one (21) days before the date on which the Meeting is to take place. No formal notice of any meeting of the Board shall be necessary if all of the members thereof are present, in person or through other means of communication such as telephone, or e-mail, or if those absent have signified their consent to such meeting.
j. Quorum
At all meetings of the Board, a majority of Members constitute a quorum;
k. Majority Vote
Save as in this By-law may otherwise provide, at all Meetings of the Board every question shall be decided by a majority of the votes cast by the Board Members present, and in the case of an equality of votes, the Chair shall be entitled to vote.
k. Management of Affairs
The Board shall exercise general management and control of the affairs of the Association and may from time to time, thereof establish a Committee of Officers. They also may, subject to the provisions of the Act, the Articles of Incorporation and the By-laws, make such rules and regulations as it may deem expedient for maintaining of the objectives of the Association, and subject as aforesaid, may alter or amend such rules and regulations.
8. EXECUTIVE COMMITTEE
a. Members
The Executive Committee shall consist of a minimum of three members selected from the President, two (2) Vice-Presidents, Immediate Past President, and Secretary/Treasurer
President
The President shall, when present, preside at all Annual, Semi-annual and Special meetings and at all meetings of the Board. The President shall be the Chief Executive Officer of the Association and is an ex officio member of all Committees. The President shall possess and may exercise such powers and shall perform such other duties as may from time to time be assigned by the Board.
Vice-president- Men
The Vice-president(s) shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. The Vice-president(s) shall possess and may exercise such other powers and duties as may, from time to time, be assigned by the Board.
Vice-president- Ladies
The Vice-president(s) shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. The Vice-president(s) shall possess and may exercise such other powers and duties as may, from time to time, be assigned by the Board.
Past President
The Past President shall serve as a Member of the Board for a term of one (1) year and during this term will possess and may exercise such other powers and duties as may, from time to time, be assigned by the Board.
Secretary/Treasurer
The Secretary/Treasurer shall approve all expenditures and co-sign all cheques issued by the Association
b. Duties
The Executive Committee shall have and may exercise all the powers of the Board for the management of the Association with full power and authority to act during any and all times that the Board is not able to be in session, up to the established limit which may be set from time to time by resolution of the Board. All decisions of the Executive Committee must be ratified by the Board at the next meeting, unless a vote has been taken by polling ALL members of the Board with a two-thirds (2/3) majority. This polling can be done by electronic means.
c. Chair of the Executive Committee
The President shall be the Chair of the Executive Committee and shall not have a vote unless in the case of equality of votes, the Chair shall have a vote.
d. Termination of Executive Committee
The Executive Committee may be terminated, its authority may be expanded or limited and any Officer may be removed from their Office by a resolution passed by two-thirds (2/3) majority the Board.
e Executive Committee Vacancy
Notwithstanding Section 8(a) should any of those named be unable or unwilling to act on the Executive Committee then any vacancy on the Executive Committee may be filled by a majority vote at any meeting of the Board. The Executive Committee of the Association must always include a member from each gender.
f. Remuneration for Officers, Committee Members and Directors
No Executive (except the Executive Director or any other person who is in the employ of the Association), Director, or Committee Member provided for under this By-law, shall be entitled to receive or be paid any remuneration for any services rendered in the capacity as such Executive, Director or a member of any such Committee. Subject to the approval of the Board, a Director, an Executive or a member of any Committee may, however, be reimbursed such travelling or other expenses as s/he may incur in the performance of any duty, service or function on behalf of the Association.
9. NOMINATING COMMITTEE
a. Members
There shall be a Nominating Committee appointed by the Officers and made up of a minimum of three (3) Members comprised of the President, the Immediate Past President and another member of the Association.
b. Duties
(i) The Nominating Committee shall, thirty-one (31) days prior to the Annual General Meeting, transmit to
the Secretary/Treasurer a Nominating Committee report containing the names of its nominees for
membership on the Board for the following year and shall include in the report any nominations received from
the Member Clubs. Each Member Club may nominate individuals for Board positions, provided that it give
notice of the nomination to the Secretary/Treasurer of the PEIGA no later than fifteen (15) days prior to the
Annual Meeting. All such nominations must be approved by the Member Club of the nominee; the nominee
must meet the criteria of the position as set by the policy of the PEIGA and shall be accompanied by the
written consent of the nominee to act if elected. Nominations received from Member Clubs will be forwarded to all Member Clubs at least ten (10) days before the Annual Meeting.
(ii) The chair of the Nominating committee shall notify Member Clubs twenty-one (21) days prior to the
Semi-annual meeting of the positions becoming vacant on the Board for the following year.
c. Chair of the Nominating Committee
The Immediate Past President shall be the Chair of the Nominating Committee
d. Vacancy on the Nominating Committee
If any vacancy occurs in the Nominating Committee, such vacancy shall be filled by a Past President available to serve.
10.Directors Responsibilities
a. Duties
Each of the Boards seven (7) Directors may be assigned specific responsibility for one of the following areas. While the Director may recruit volunteers or form a committee to assist them in carrying out these duties ultimate accountability remains with the respective Director:
(i)Technical Services;
(ii)Public Relations;
(iii)Competition;
(iv)Sponsorship;
(v)Course & Member Relations;
(vi)Special Projects
(vii)Chairperson Junior Endowment Fund
11. PROVISIONS RELATING TO COMMITTEES
All Committees established by the Directors and/or the Board shall be bound by the following provisions and such additional provisions as the Board may from time to time establish, and the Board is hereby given authority to establish such provisions:
(i)Unless otherwise determined by the Board or provided for in the By-laws of the Association and Robert’s
Rules of Order, each Committee shall have the power to fix its quorum, which shall be not less than a
majority of the members of the Committee, and to regulate its procedure;
(ii)No Committee or Committee Chair shall bind the Association in respect of any contract or other obligation
unless such contract or other obligation has been approved by the Board;
(iii)No Committee or Committee Chair shall expend monies of the Association or commit the Association to the
expenditure of any monies unless such expenditure has previously been approved by the Board or unless
such expenditure has been specifically included in a budget prepared by such Committee and such budget
has been approved by the Board;
(iv)Any contracts to be executed in connection with the work of any Committee shall be executed on behalf of
the Association in accordance with the provisions of Section “19”. hereof; and
(v)All Committees shall be responsible to and be under the direction of the respective Director and in his/her absence to Officers of the Association. .
12. SUBMISSION TO JURISDICTION
A person whose entry has been accepted for any competition shall be considered thereby to have submitted to all rules and regulations of the Association.
13.CONFORMANCE TO ENTRY REQUIREMENTS
For any competition leading up to the selection of national or international teams, all competitors must conform to the requirements specified on the appropriate entry form and other requirements, if any, specified by the Association.
14.CONDUCT OF COMPETITIONS
All competitions held under the jurisdiction of the Association shall be played strictly in accordance with the Rules of Golf as approved by Golf Canada. Amateur golfers must conform to the Rules of Amateur Status as adopted by Golf Canada.
15.ENTRY FEES
The Board shall determine the entry fees for competitions held under the jurisdiction of the Association.
16.INDEMNIFICATION
Every Officer and Director of the Association and his or her heirs, executors, administrators and estate and effects respectively shall, from time to time at all times, be indemnified and saved harmless out of the funds of the Association from and against:
(i)all costs, charges and expenses whatsoever that he, she or it sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, her or it for or in respect of any act,
deed, matter or thing whatsoever made, done or permitted by him, her or it in or about the execution of duties of his, her or its office; and
(ii) all other costs, charges and expenses that he, she or it sustains or incurs or about or in relation to the affairs thereof, except such costs, charges or expenses that are occasioned by his, her or its own willful neglect or default.
17. LIMITATION OF LIABILITY
No Officer or Director shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer or employee of the Association; for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association; for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested; for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Association shall be deposited; for any loss occasioned by any error of judgment or oversight on the part of such Director or Officer; or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties or office or in resolution thereto; unless the same shall happen through the dishonesty of such Director or Officer.
18.CONTRACTS
Deeds, transfers, agreements, contracts, obligations and other instruments may be signed on behalf of the Association by two individuals, one of whom holds the Office of President, President-elect, Vice-president or Secretary/Treasurer, and the other of whom holds one of the said offices or is the Executive Director. Any signing officer may affix the corporate seal to any instrument or document that requires the same. In addition, the Board may from time to time by resolution direct the manner in which and the individuals by whom, any particular instrument, contract or obligation or any class of instruments, contracts or obligations may or shall be executed.
19.REMOVAL OF AN EXECUTIVE OR DIRECTOR
An Officer/Director shall vacate office:
a) if the Executive/Director has resigned by delivering a written resignation to the President of the Association;
b)if the Executive/Director is removed from office by a Special Meeting of the Voting Members;
c) if the Board removes an Executive/Director;
d)if the President, with the approval of the Executive Committee, removes an Executive/Director from officer;
e)if the Executive/Director fails to maintain his membership in good standing of a Voting Member.
f)if the Executive/Officer is found by a court to be of unsound mind;
g) if the Executive/Officer is removed from office by a Special Resolution of the Voting Members
h)on death;
i)if the Executive/Officer misses 3 consecutive Board Meetings for any reason other than sickness or being out of Province..
20. EXECUTIVE DIRECTOR . Description
The Board of the PEIGA shall employ an Executive Director who shall be responsible to the Board for the efficient management of the organization within the budget and policies established by the Board of Directors. The Executive Director shall promote and protect the image of the PEIGA, the integrity of the game of golf and function in both an administrative and ambassador role, following the Bylaws and Objectives of the Organization. Subject to the authority of the Board and the supervision of the President, the Executive Director shall have general management of the affairs and business of the Association and the power to appoint and remove any and all employees and agents of the Association not elected or appointed and subject to Board approval, to settle the terms of their employment and remuneration; and the Executive Director shall have such other duties as the Board or the President may prescribe. The Executive Director shall comply with all lawful orders given by the Board and shall at all reasonable times give to the Directors or any of them all information they may require regarding the affairs of the Association. The Executive Director shall be an ex-officio member of the Board.
b. Duty to Maintain Proper Books and Records
It shall be the duty and responsibility of the Executive Director to see that proper books and records covering all transactions of the Association are kept and together with the Secretary/ Treasurer see that assets of the Association, including bonds, securities and cash are properly safeguarded.
21. BORROWING
The Board may from time to time:
(i)borrow money upon the credit of the Association;
(ii)limit or increase the amount to be borrowed;
(iii) issue debentures or other securities of the Association;
(iv)pledge or sell such debentures or other securities for such sums and at such prices as may be deemed
expedient; and
(v)mortgage, hypothecate, charge or pledge all or any of the real and personal property, undertaking and
rights of the Association to secure any such debentures or other securities or any money borrowed or
any other liability of the Association.
22. BANKING ARRANGEMENTS
The banking business of the Association, or any part thereof, shall be transacted with such chartered bank, trust company, credit union or caisse populaire or other firm or corporation carrying on a banking business as the Officers may designate, appoint or authorize from time to time by resolution, and all such banking business, or any part thereof, shall be transacted on the Association’s behalf by such one or more Officers and/or other individuals as the Board may designate, direct or authorize from time to time by resolution and to the extent therein provided, including, but without limiting the generality of the foregoing, the operation of the Association’s accounts, the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques and promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money, the giving of receipts for and orders relating to any property of the Association, the execution of any agreement relating to the any such banking business and defining the rights and powers of the parties thereto, and the authorizing of any such officer of such banker to do any act or thing on the Association’s behalf to facilitate such banking business. All cheques will require two signatures by any two (2) of the Executive Director and the President or Secretary/Treasurer.
23. Accountants
Any accountant(s) shall be appointed for the ensuing year at each Annual Meeting.
The Board shall fix the remuneration of the Accountants). It shall be the duty of such accountants) to examine the accounts of the Association and to make such examination as will enable the Accountant(s) to report to the Members.
24. HEAD OFFICE
The head office of the Association shall be in Charlottetown, Prince Edward Island or at such place in Prince Edward Island as the Board may determine from time to time by resolution.
25. SEAL
The corporate seal of the Association shall be in the form impressed in the margin hereof. The Executive Director shall be the custodian of the corporate seal.
26. FISCAL YEAR
The fiscal year of the Association shall end on October 31 in each year or on such other date as the Board may determine from time to time by resolution.
27. INTERPRETATION
In these By-laws:
(i)all terms contained in the By-laws which are defined in the Act shall have the meanings given to such
terms in the Act;
(ii)words importing the singular number or the masculine gender shall, unless the context otherwise requires,
include the plural number or the feminine gender, as the case may be, and vice versa, and references to
persons shall include firms or corporations; and
(iii)the headings used in the By-laws are inserted for reference purposes only and are not to be considered or
taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify,
modify or explain the effect of any such terms or provisions.
28.BY-LAWS
The Board may, from time to time, pass By-laws not contrary to the Act, or the Articles of Incorporation, and may by by-law repeal or amend these By-laws, or re-enact the same but such by-law or repeal or amendment shall be effective only until the next Annual Meeting, unless confirmed thereat and, in default of confirmation thereat, ceases to have effect at and from that time.
The enactment of this By-law by the Members at a Meeting of Members shall constitute the consent of the Association for the indemnity in accordance with the provisions of Section “17” hereof.
29. DISSOLUTION OF THE ASSOCIATION
a)Upon the winding up or dissolution of the Association, the assets which remain after the payment of all costs, charges and expenses which are properly incurred in the winding up, shall be distributed to a registered charity or registered charities as defined in the Income Tax Act (Canada), as may be determined by the Member Clubs of the Association at the time of winding up or dissolution. This provision shall be unalterable.
30. PARLIAMENTARY AUTHORITY
a)The parliamentary authority of the Association shall be Roberts Rules of Order.
31. COMING INTO FORCE
a)This Bylaw shall come into force when it has been sanctioned and confirmed by the members of the Association at a Meeting of Members called for the purpose. Upon the coming into force of this Bylaw, any previous ByLaws are repealed. Such repeal shall not affect the validity of any action taken or appointment made or right acquired, accrued or accruing under such repealed Bylaw. Any act taken in accordance with the provisions of this Bylaw before it comes into force, including the constitution of the PEIGA Nominating Committee, the fulfillment of its mandate and all appointments made or elections conducted on the basis thereof are ratified and confirmed on the coming into force of this Bylaw. All resolutions of members, the Board or committee with continuing effect passed under any repealed Bylaw shall continue in effect, except, to the extent inconsistent with this Bylaw, until amended or repealed.
ENACTED this day of
WITNESS The Corporate Seal of the Association.
, President
, Secretary