Executive Minutes/Proposed Bylaw Changes 13/09/09

Bylaw updates are available for member review prior to Nov 4 AGM

TVCCSC – Preseason Board Meeting

Monday September 9, 2013, 7:00 p.m

McMartin House, Perth

MINUTES

Present: Jack Roe, Phil Brackenbury, Phil LaFlamme, Drew Lampman, Dave Reesor, Beth Graham, Ray Schmidt, Don Boyle, Don Frizell, Nancy Gaudreau, Brad MillsAbsent: Nancy Sweetnam

1. Adoption of the Agenda – Drew called the meeting to order at 7:00 p.m.  The agenda was adopted.

2. President’s Message – Drew welcomed everyone to the meeting and updated us on his new contact information.  He attended the NCD meeting.  Kanata has offered their trails near Bells Corners to us if conditions are bad for our Loppet or other special events.
3. Minutes of the Previous Meeting, March 25, 2013 – Brad summarized the Minutes of the spring meeting.

4. Business Arising from the Minutes – Several items referred to in the Minutes will need to be attended to this fall:

1. Youth/Adult Ski Programs –

Nancy is to check with Rick Sauder to see if there is any money from teaching ski lessons that has not been passed on to Beth for deposit (about $150?).

Drew to email the 2012-2013 Youth participants to see if they wish to carry on this winter.

Drew to contact the park to see about usage before Dec. 1 for fall Youth pre-season training (cycle/Skike)

Don to contact Drew and line up a demonstration of Skike equipment for interested Board members by his son-in-law.

2. Loppet

Nancy and Don did meet and she will convene a dedicated Loppet planning meeting

3. Grants

Drew to coordinate the spending of the NCD $1000 grants.  We are to use our funds for purchases and apply for reimbursement to NCD.

5. Grooming/Chain Saw Course

Brad to contact Tom Bowes/Tobi Kiesewalter to see if they could offer a chainsaw course that would he recognized by the Park for insurance purposes (courses available at Kemptville this fall go beyond our needs for brushing and trail clearing).

Dave to contact the park and ensure that the three snowmobiles have been serviced

7. Membership

After some discussion it was decided to continue with AGM and postal registration rather than online.

8. Website

Ray to add a “Youth” tab to website if there is room.

12. Other

“Phil Brackenbury” should be “Phil Laflamme”
5. Treasurer’s Report – Beth reported that we currently have $5256 in the bank, $2400 of which is earmarked for Capital Depletion, outstanding bills of about $80 leaving a balance of $2776 to start the 2013-2014 season. It was decided that Beth will inquire at the bank as to the best way to invest the $2400 Capital depletion money. NCD insurance is going up $15/member and skill development courses for Youth are going up $15.50/Youth.  Beth would like the books reviewed annually and definitely before the AGM this year.  Both John Gibb Carsley and John Miller were suggested as candidates.  Rick Sauder was suggested as a possible replacement for Beth as her term ends this fall.Beth/Drew?? to approach John GC, John M and Rick S??

6. Membership Report – Ray recommended that the Family and Individual membership rates be raised $5.00 following the AGM (continuing with the $5 discount for memberships purchased at the AGM or before the end of November).  Proposed new rates, to be ratified at the AGM, will be: Family – $65, Individual $50 and Student remaining at $25.

7. Brochure – Brad distributed copies of the brochure for review.  There will be no trail changes on the 2013-2014 brochure, but membership rates will change as per 6. and the website address will be added.  The two page agreement sheets will be stapled to the main sheet of the brochure.  Copies will be printed at InterAlia following the AGM and distributed to hotels, motels, B&Bs, health clubs, schools and the park kiosk by Brad

8. Trails – Nancy expressed concern about the steep hill linking the main parking lot with the start of the main trail.  It was noted that this was an improvement over the steeper hill that linked the chalet in its original location with the mail trail.  Drew will design some “Caution – Hill” signs for the main parking lot hill, and Lally and McParlan house hills.  Drew and Tobi will also design two identical signs featuring information about the services the club offers and contact information, to be posted at the main lot and the Lally lot. Don Frizell reported that he will organize some brushing bees in October and November, focusing on the prickly ash in the area from Lally to the main park.  Phil B and Don B have volunteered to help.
9. Loppet – Nancy and Don B. met in May. Nancy will convene a dedicated Loppet planning meeting in the near future.  Proposed date for this season’s Loppet is Sunday Feb. 9, 2014 (same day as the Canadian Ski Marathon) with a back-up date of Sunday Feb. 23. Following is a summary of Nancy and Don’s meeting on May 14:

Participation

Weather

Youth Participation

10. Youth Programs – Drew reported on behalf of Nancy Sweetnam.  Nancy and Drew attended the Youth coaching/training workshops last winter.  Drew proposed Colleen Bracken and Dave ?? as parents interested in taking the beginner level coaching course this winter.  Both Drew and Nancy Gaudreau are interested in taking the more advanced course this season.  MOVED: by Phil Brackenbury ,  SECONDED: by Beth Graham that we allocate a maximum of $800 towards the cost of coaching courses for four individuals this winter.  CARRIED.

11. Skike Ski Trainer – Don Boyle’s son-in-law, Peter Rozmovits intended to be at the meeting to introduce us to the Skike wheeled ski trainer, but was unable to attend due to a meeting of his car and a deer north of Montreal.  Don and Drew will reschedule a demonstration.
12. Grooming – Dave Reesor reported that the grooming mat was fatally damaged by a park snowplow operator.  Nancy G. has offered to obtain a piece of rubber conveyor belt material from OMYA so that Dave can fabricate two new mats.

13. AGM is booked for Monday Nov. 4, 2013, Dufferin Square Board Room (room fee is $79.10). Phil B. will approach Kris/Cory Plant and/or Shannon/Marc Baillon to do a presentation on healthy living/staying fit with minimal equipment/Iron Man competing.Phil B. will also approach Perri Anne Jones, Olympic Ski Competitor from Almonte, to provide us with an information video about her Olympic journey.  He may also ask if one of her parents can attend.  We will provide attendees with an opportunity to contribute to Perri Anne’s Olympic fundraising and we will consider as a club to make a top-up donation (we donated $500 to her for the last Winter Olympics).  Ray will organize refreshments.  Ray and Beth will prepare membership forms and set up to receive new memberships at the AGM. Brad will provide an agenda to Ray for distribution to the membership by the week of October 7.

14. Promotion and Recruiting – Brad will put an article in the paper about the AGM.  He will distribute brochures as per 7.

15. Governance – Brad went over the changes to the ByLaws proposed by Don Boyle (summary and original with changes in red attached below).  MOVED by Don Boyle,SECONDED by Nancy Gaudreau that the changes to the Tay Valley Ski and Fitness Club Bylaws, Revision 5 December 2001, be accepted as printed in red in the attached document. Brad will forward a copy of the Bylaws with changes marked in red to Ray to be forwarded to the membership no late than October 21.  Brad will include a summary of the proposed changes on the Agenda of the AGM.  A two-thirds majority vote of the membership is required for ratification.

16. Other Business – Covered elsewhere in Minutes.

Adjournment at 9:20 p.m. Minutes prepared by Brad Mills, Secretary, Sept. 10, 2013

Proposed Amendments to Club Bylaws

Purpose is to revise our Bylaws to make them compatible with current practices (Last presented in December 5 2001).

Summary:

•        Establishes the position of Membership Coordinator to be one of five elected officers of the Corporation. (There are six officers when the immediate past president who serves for one two year term only, is included).

•        Broadens the position of Jack Rabbit Coordinator which now becomes Youth Coordinator.

•        Creates the position of Chief Groomer and recognizes it as one of the Committee Chairs.

•        Establishes that the position(s) of Member at Large are filled by appointment of the officers (as is the current case for Committee Chairs).

•        Clarifies the schedule for the election of sets of Officers in alternating years. President and Vice President to be elected one year (beginning 2013); Secretary, Treasurer, Membership Coordinator to be elected the next.

•        Determines that the Annual General Meeting (AGM) shall be held in or about the month of November (not March).

Submitted on behalf of the Board to the 2012 AGM by Don Boyle.

Revision, 5 December, 2001

TAY VALLEY SKI AND FITNESS CLUB

BYLAWS

Bylaws relating generally to the transaction of the affairs of the club shall be:

1.      The NAME OF THE CLUB shall be

THE TAY VALLEY SKI AND FITNESS CLUB

hereinafter referred to as the “Club”.

2.             PURPOSE

The purpose of the Club shall be to encourage community participation in sport, particularly cross country skiing, as a means for promoting fitness and well being by:

a)         locating, developing and maintaining ski trails in the community and promoting their use,

b)         owning, maintaining and operating equipment appropriate to the maintenance of ski trails,

c)         negotiating access to and agreements for the use of lands used for ski trails,

d)         promoting the enjoyment and protection of the outdoor environment,

e)         conducting programs for teaching skiing techniques and encouraging recreational and competitive skiing activities in association and co-operation with clubs and provincial and national organizations of similar purpose,

f)         conducting other activities to promote the benefits of recreational and competitive cross country skiing to all who wish to participate.

g)         encouraging participation in other forms of sport which promote fitness and well being.

3.         AFFILIATION

In pursuit of the objectives of Bylaw 2 and the benefits gained by association, the Club may take such measures required to hold a membership or affiliation with Cross Country Canada and/or other such organizations of similar purpose.

4.             MEMBERSHIP

a) A member of the Club shall be any person

i) who supports the Objectives of the Club in Bylaw 2, and

ii) who pays an annual fee as set by the Executive Committee from time to time.

b) The Executive may determine various categories of membership as it deems appropriate from time to time.

c) Voting of Members

Each member in good standing, having no outstanding fees in arrears and having reached the age of 16 years, shall be entitled to exercise their voting privilege on each question arising at any annual,general, or special meeting of the Club. Only members who have paid outstanding fees shall be entitled to vote at meetings of the Club.

d) Term of Membership

The membership year will be from September 1 through August 31 of the next year. All categories of membership shall, upon subscription to membership at any time during the membership year, be members from the date of receipt of the set membership fee until the end of that membership year.

e) Membership Fees

There shall be fees payable by all members as shall from time to time be fixed and categorized by a majority vote of the Executive Committee.which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting of the Club .

The Treasurer shall notify the members of the fees at any time payable by them and, if not paid within 90 days of the date of notice the members in default shall thereupon automatically cease to bemembers of the Club. Any such members may, upon payment of all unpaid dues or fees, be reinstated.

5.    ANNUAL AND OTHER MEETINGS OF THE CLUB

a) Location and Time of Meetings

All meetings of the Club shall be held at Perth, Ontario or in the approximate area and on such day and time as the Executive Committee shall determine.

b) General Meetings

A majority of the Executive Committee or the President of the Club shall have power to call a general meeting of the Club at any time, provided:

i)              Notice – Notice of the time and place of every such meeting shall be given to each member in good standing by appropriate means at least fourteen (14) days prior to the time fixed for the holding of such meeting.

ii)             Quorum – A quorum for the transaction of business at any annual or general meeting of the Club shall consist of not fewer than eight (8) voting members present in person.

c) Annual Meetings

The Executive Committee shall conduct an Annual Meeting of the Club in or about the month of November in each membership year. At  this Annual Meeting each year, in addition to any other business that may be transacted, the agenda shall include:

i)             approval of the minutes of the previous general meeting;

ii)            reports of the President

iii)            financial Statement by the Treasurer

iv)           election of Executive Officers.

The provisions for Notice and Quorum at the Annual Meeting shall be the same as for General Meetings.

d) Special Meetings

A special meeting may be called at any time by petition of not fewer than eight (8) voting members of the Club. The Executive Committee shall call a Special Meeting of the Club within thirty (30) days of the presentation of such petition, and notify each member in good standing of the time and place by appropriate means at least ten (10) days prior to the time fixed for the holding of such meeting. A quorum for the transaction of business at any Special Meeting of the Club shall consist of not fewer than eight (8) voting members present in person.

6.         EXECUTIVE COMMITTEE

The affairs of the Club shall be managed by an Executive Committee, hereinafter referred to as the “Executive Committee”.

a) Composition

The Executive Committee shall consist of the Past President, five elected Officers and Chairpersons of standing committees. The five (5)elected Officers shall also be responsible as Club Directors under the Ontario Corporations Information Act.

The five elected Officers shall be

:i) President

ii) Vice President

iii) Treasurer

iv) Secretary

v) Membership Coordinator

These Officers shall be elected by the membership at Annual General Meetings, or at a Special General Meeting called for the election of officers, for a term of office in accordance with Article 6.d. herein.

The Officers may appoint Note deletion the following from the membership with due regard for their experience and expertise in the performance of the tasks required:

i) Trail Boss

ii) Loppet Chairperson

iii) Youth Coordinator

iv) Member(s) at large

b) Responsibilities – The Executive Committee shall be responsible for at least the following:

i)          control of all administration, policy and programmes of the Club;
ii)         making resolutions and regulations for the governance of the Club;
iii)        the acquisition and disposition of real property owned by the Club as itdeems necessary to carry out the purposes of the Club;

iv)        the management, control and use of the real property of the

Club;

v)         the setting and administering terms of employment and the hiring,

management and dismissal of employees;

vi)        the appointment of auditors and legal counsel when required;

vii)       the appointment of executive assistants;

viii)      the set – up and regular maintenance of all necessary books and records of

the Club required by the Bylaws of the Club or by an applicable statute or

law;

ix)        set terms of reference and appoint Chairpersons for all committees.

c) Executive Duties

Past President – The Past – President shall:

i)         attend meetings of the Executive and the Club;

ii)        advise the Executive based on past experience as President;

iii)       perform such special tasks as may be defined by the Executive.

President – The President shall:

i)             preside at all meetings of the Executive and the Club;

ii)         report to the Annual Meeting of the Club;

iii)        be an ex officio member of all committees;

iv)        sign all by-laws;

v)         serve in the position of Past-President for the first term following his/her term(s) as President.

vi)        vote only in the case of a tie.

Vice – President – The Vice – President shall:

i)             perform all duties of the President in the absence of the President;
                 ii)         represent the Club at meetings of other clubs and
                                associations in the promotion of Club Objectives.

Treasurer – The Treasurer shall:

i)             account for all monies received and paid out and report same to the
                                Executive as required;

ii)         receive membership dues and maintain such membership records as from time to time the Executive Committee deems necessary;

iii)        report financial and membership status to the Club at all meetings;

iv)        be the first member of any Finance Committee established by the Executive Committee.

Secretary – Under the direction of the Executive Officers, the Secretary shall:

i)              be the Clerk of the Executive Committee;

ii)             keep a record of the minutes of all Club Meetings;

iii)        give all notices and minutes required to be given to the members and to the Executive Committee;and General Meetings.

iv)        maintain such corporate records as from time to time the ExecutiveCommittee deems necessary.

Note deletion

Membership Coordinator-cooperates with the treasurer by receiving membership dues and maintaining appropriate membership records.

Trail Boss – Under the direction of the Executive Officers, the Trail Boss shall bear primary responsibility for the design, preparation andmaintenance of the ski trails and their supporting infrastructure

.

Chief Groomer-Under the direction of the Executive Officers, the Chief Groomer shall bear primary responsibility for the grooming pf the ski trails and the maintenance of the appropriate related equipment.

Loppet Chairperson – Under the direction of the Executive Officers, the Loppet Chairperson shall bear primary responsibility for the planning, preparation and execution of the Club’s loppet, touring and racingprograms.

Youth Coordinator  – Under the direction of the Executive Officers, theYouth Co-coordinator shall bear primary responsibility for the planning, preparation and execution of the Club’s Youth programs

Member(so) at Large- Assist(so) the executive as requested.

d) Term of Office

The term of office for each elected Executive Officer shall be two (2)years, beginning on the day of election. The election and terms of the President and Vice President shall alternate with those of the Secretary, Treasurer, and Membership Coordinator  as implemented by the election of 2013, at which time the latter named three positions shall come up for election.

This clause shall not prevent any previously elected officer from seeking election to any single future office for any subsequent term..

e) Resignation of Executive Members

Elected or appointed members of the Executive Committee may resign from their position by notice in writing to the President of the Club.

An elected or appointed member who fails to attend, without prior notice, three (3)consecutive Executive Meetings shall be deemed to have resigned. The President of the Club shall see that such amember is notified of this presumption of the Executive Committee by appropriate means.

f) Vacancies

The Executive Committee may fill any vacancy by appointment until the next Annual General Meeting.

g) Executive Meetings

The Executive Committee shall meet at least three (3) times during the calendar year at the call of the President.

h) Notice of Meeting

The President shall cause notice to be given to all Executive Members of all meetings of the Executive by appropriate means.

i) Quorum

A quorum for an Executive Meeting shall be not fewer than half the members of the Executive Committee.

j) Remuneration of Executive Members

Executive Members shall serve as such without remuneration or profit, either directly or indirectly obtained. They may receive reimbursement for reasonable expenses incurred in the performance of Executive duties. Such claims shall be tabled as part of a financial motion and passed by the Executive cover the dispersal of Club funds.

7.         PROTECTION OF EXECUTIVE MEMBERS

All members acting on behalf of the Club shall be protected under the terms of insurance policies carried by the Club, and through its affiliation (Bylaw 3) with Cross Country Canada for such purposes.

8.         FISCAL YEAR

Unless otherwise ordered by the Executive Committee, the fiscal year of the Club shall terminate on the 31 day of August of each year.

9.         DISSOLUTION

In the event of the Club being dissolved, the Executive Committee shall distribute or dispose of its assets which are free of debt or liability in accordance with applicable laws andstatutes of Ontario.

10.         REVISION OF BYLAWS

a) Revision, amendment or addition to the Bylaws of the Club, together with the intended purpose of such change, may be proposed by any member in good standing in writing to the Executive Committee not less than thirty (30) days prior to any General Meeting of the Club.

b) The Executive Committee shall review such proposals to ensure that they are:

i) consistent with the stated Objectives of the Corporation; and

ii) not redundant or in conflict with existing Bylaws.

The President shall then see that such written proposals for revisions, amendments or additions to the Bylaws are provided to each member in good standing by appropriate means at least fourteen (14) days prior to the time fixed for the holding of any general meeting.

c) Revisions, amendments or additions to the Bylaws of the Club shall be passed by two thirds (2/3) of the votes cast by members in good standing at any general meeting.

11.         INTERPRETATION

In all bylaws passed by the Club, unless the context otherwise requires, words imparting the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa.

IMPLEMENTATION

Notwithstanding any of the foregoing, all articles of these bylaws shall come into effect on the day following their approval by an Annual General Meeting, and the next Annual General Meeting will be held in the year 2003.

Passed by the Executive Committee this  _______    day of  ___________________________

President: ________________________________ Secretary: __________________________