CONSTITUTION

Mount Pearl Sport Alliance Constitution

 

1      Name

The Name of the organization is the "Mount Pearl Sport Alliance".

 

 2    Purpose

 

The purpose of the Mount Pearl Sport Alliance (Alliance) is to develop and strengthen a collaborative approach for the delivery of sport, which would provide opportunities for participation and for the maximum use of facilities and resources.

 

 3     Objectives

 

The objectives of the Alliance are:

 

 3.1     To enhance the availability and accessibility of sport in Mount Pearl.

 

3.2    To respect the autonomy and diversity of its member organizations.

 

3.3    To promote good fellowship amongst members and participants.

3.4      To be athlete-centered in the development of programs, services, policies and procedures.

 

 3.5    To recognize and support the role that coaches, officials and volunteers play in the development of athletes and sport.

 

3.6   To promote participation in physical activity and sport in Mount Pearl.

 

3.7    To enhance the opportunities for all persons to participate, compete and lead in sport and physical activity in a harassment free environment.

 

3.8    To ensure that the liability of the members of the Alliance is limited.

 

3.9   To liaise with Mount Pearl City Council on behalf of Alliance members.

 

3.10 To disburse funds granted to the Alliance by the City of Mount Pearl.

 

 3.11 To liaise with other levels of government on behalf of Alliance members as requested.

 

 3.12    To assist Alliance members in applications for grants from the Government as requested.

 

3.13    To provide administrative and operational support and direction to Alliance members as requested.

 

3.14    To administer the monthly and yearly youth athlete awards.

 

3.15    To assist the City of Mount Pearl with the Youth Awards.

 

3.16    To administer the Mount Pearl Sports Hall of Fame.

 

 3.17    To build a positive relationship between the Alliance and the Business Community.

 

 

4    Membership

 

The number of members of the Mount Pearl Sport Alliance shall not be limited.

 

 4.1   Full Membership

 

 4.1.1   Full membership in the Alliance is open to all non-profit organizations or groups whose primary objective is to deliver sport to the youth in Mount Pearl at the amateur level.

 

 4.1.2   The organizations or group must be recognized as the sport governing body for their sport within Mount Pearl.

 

 4.1.3   The sport must be recognized by Sport Newfoundland or Sport Canada.

 

 4.1.4   Any other sport not covered by 4.1.2 or 4.1.3 may be eligible for membership in the Alliance upon acceptance by the Board.

 

4.2    Associate Membership

 

 4.2.1   Associate membership will be available to any group or organization not eligible for full membership that promote and/or deliver sport in Mount Pearl upon acceptance by the Board.

 

4.3   Rights and Privileges

 

Membership in the Alliance shall entitle members to the following rights and privileges:

 

 4.3.1 Full Membership:

 

 4.3.1.1     To attend all Annual, Regular and Special meetings of the       Alliance.

 

4.3.1.2     To have one vote at all meetings of the Alliance, this right to be exercised by the representative (Director).

 

4.3.1.3  To propose nominees for election to the Executive.

 

4.3.1.4   To be eligible for election to the Executive.

 

 4.3.1.5   To participate in fundraising projects.

 

 4.3.1.6  To participate in the annual grant process.

 

 4.3.1.7  To appoint a non-voting observer at meetings when the member representative (Director) is unavailable.

 

 

4.3.2    Associate Membership:

 

 4.3.2.1   To attend all Annual and Regular meetings of the Alliance.

 

 4.3.2.2   To participate in fundraising projects.

 

 4.3.2.3   To appoint a non-voting observer at all meetings.

 

 4.3.3   No Full or Associate member shall use the logo or address of the Alliance without full expressed written consent.

 

5    Board of Directors

 

The Board of Directors will be comprised of one representative (Director) from each Full Member, plus the Executive.

 

5.1   Directors:

 

 5.1.1   A designated representative of each full member of the Alliance. This Director will be the sole representative of the Full Member.

 

5.1.2   The elected Executive as per 5.2.

 

 5.1.3   Employees of the Alliance shall not be eligible to become Directors of the Alliance.

 

5.2    Executive:

 

5.2.1   The Executive will be comprised of the following officers:

 

                          Chairperson

Vice-Chairperson

Secretary

Treasurer

Officer at Large

Officer at Large

Past Chairperson

 

 5.2.2   The Executive offices, except the Past Chair, are open to any candidate as nominated by any Director of the Board.

 

 5.2.3   Executive Officers are Directors as per 5.1.2 but cannot also serve as Directors representing Full Members. If, after election of Officers, a conflict arises, a new Director shall be appointed by the affected Full Member.

 

6  Duties:

 

The duties of the members of the Board and Executive shall be as follows:

 

  6.1 Directors:

 

 6.1.1   To represent the Full Member for which they were designated, at all Board meetings.

 

6.1.2   To uphold and support the objectives of the Alliance

 

 6.1.3   To appoint all chairpersons of standing and special Committees of the Alliance.

 

 6.1.4   To appoint the nomination committee for the election of officers at the Annual General Meeting.

 

6.1.5   To make or change the Policy of the Alliance.

 

6.2       Executive:

 

6.2.1   Chairperson:

 

 6.2.1.1   Preside at all meetings of the Alliance and the Executive.

 

6.2.1.2   Make a full report to the Annual General Meeting of the Alliance.

 

6.2.1.3   Make a full report to the Board of all actions or decisions taken since the previous Board meeting.

 

6.2.1.4    Represent the Alliance at all official functions.

 

6.2.1.5   Represent the Alliance at the Annual General Meetings of the Alliance members.

 

6.2.1.6    Present a yearly budget plan to the Board for approval.

 

6.2.1.7   Administer the employment contract of the Alliance Manager.

 

6.2.2    Vice-Chairperson:

 

6.2.2.1   In the absence or disability of the Chairperson, perform all duties of the Chairperson.

 

6.2.2.2   To represent the Alliance at the Annual General Meetings of the Alliance members.

 

6.2.3   Secretary:

 

6.2.3.1   Ensure that the minutes of the Alliance and the Executive meetings are documented and maintained.

 

6.2.3.2   Maintain a complete and accurate record of all elections and appointments to Committees.

 

6.2.3.3   Maintain a file of minutes as submitted by all Committees.

 

6.2.3.4  Be responsible for circulating notices concerning meetings of the Board and Executive.

 

6.2.3.5   Issue all official correspondence for the Alliance.

 

6.2.3.6  Secure and update the Alliance incorporation documents.

 

6.2.4    Treasurer:

 

6.2.4.1   Administration of the finances of the Alliance.

 

6.2.4.2  Be responsible for the adoption of approved methods of accounting.

 

6.2.4.3    Receive all monies of the Alliance and keep all funds of the Alliance in depositories as designated by the Board.

 

6.2.4.4    Pay all bills of the Alliance as approved by the Executive or Board.

 

6.2.4.5    Report on the financial standing of the Alliance at each Board meeting.

 

6.2.4.6   Present the audited Financial Statements of the Alliance to the Annual General Meeting.

 

6.2.5    Officer at Large:

 

6.2.5.1   The duties of the Officers at Large shall be designated by the Executive.

 

6.2.6    General Requirements:

 

6.2.6.1  On completion of their term of office, the officers shall turn over all books, documents, records, funds and other property of the Alliance to the Board.

 

6.3   Full Membership and Associate Members:

 

6.3.1    To uphold and support the objectives of the Alliance.

 

7     Meetings

 

7.1   Annual General Meeting

 

7.1.1   The Annual General Meeting of the Alliance shall be held at such place as may be prescribed by the Executive.

 

7.1.2   The Annual General Meeting shall be held within four (4) months of the fiscal year end each year, upon a date and time to be determined by the Executive.

 

7.1.3   The agenda for the Annual General Meeting shall be:

 

7.1.3.1    Minutes from the last Annual General Meeting

 

7.1.3.2   All Reports to be presented

 

7.1.3.3     Resolutions to be considered

 

7.1.3.4   Appointment of auditors

 

7.1.3.5     New Business

 

7.1.3.6     Report of Nominating Committee

 

7.1.3.7    Election of Officers

 

 7.1.4   At least thirty days written notice, specifying the place, day and hour of the Annual General Meeting, shall be given to all members.

 

7.1.5    The notice of the Annual General Meeting shall state the business to be transacted.

 

7.1.6   Any business relating to the affairs of the Alliance may be transacted at the Annual General Meeting.

 

7.1.7   Each Director present at the Annual General Meeting (other than the Chairperson) shall be entitled to one vote upon every motion and in case of an equality of votes, the Chairperson shall cast the deciding vote.

 

7.1.8   Votes by proxy shall be accepted at the Annual General Meeting provided that a minimum of 24 hours written notice has been given to the Chairperson by the affected Director. The Proxy shall be effected by another representative of that Full Member.

 

7.2 Regular Board Meetings

 

7.2.1   At least seven days notice, specifying the place, day and hour of the Regular Board Meetings, shall be given to all Members.

 

7.2.2   Regular Board Meetings shall be held at least bimonthly at the call of the Chairperson or his/her absence by the Vice-Chairperson.

 

7.2.3   Each Director present at the Regular Board Meetings (other than the Chairperson) shall be entitled to one vote upon every motion and in the case of an equality of votes, the Chairperson shall cast the deciding vote.

 

7.2.4   Votes by proxy shall be accepted at Regular Board Meetings provided that a minimum of 24 hours written notice has been given to the Chairperson by the affected Director. The Proxy shall be effected by another representative of that Full Member.

 

 

 

7.3   Special Meetings

 

Special Meetings of the Board may be required to deal with extraordinary issues.

Provision for these meetings may be made in the following ways:

 

7.3.1   The Executive, by a majority decision, may call Special Meetings of the Board as required.

 

7.3.1.1   All members shall be notified of the meeting in writing at least 7 days before the meeting. The notice of the meeting shall state the date, time, place and purpose of the meeting.

 

7.3.2   The Executive shall, upon a requisition made in writing by any five or more Directors, convene a Special Meeting of the Alliance.

 

7.3.2.1   All written requisitions shall be submitted to the Secretary.

 

7.3.2.2  The requisition shall express the objects of the proposed meeting.

 

7.3.2.3    The Executive shallconvene a Special Meeting within 30 days of receipt of the requisition.

 

7.3.2.4   If the Executive does not convene a Special Meeting within thirty days, the requisitionists may themselves call a Special Meeting as per 7.3. 1. 1.

 

7.3.2.5   Votes by proxy shall be accepted at the Special Meeting provided that a minimum of 24 hours written notice has been given to the Chairperson by the affected Director. The Proxy shall be effected by another representative of that Full Member.

 

7.4   Executive Meetings

 

Executive meetings of the Alliance shall be held at least monthly to carry out normal business activities.

 

 7.5  Quorum

 

7.5.1    Regular Meetings

 

7.5.1.1  The quorum necessary for Regular Meetings shall be six Directors, other than Officers, of the Alliance personally present.

 

7.5.1.2   No business shall be transacted at any Regular Meeting unless a quorum is present at the commencement of such business.

 

7.5.2    Annual General Meetings

 

7.5.2.1   The quorum necessary for Annual General Meetings shall be eight Directors, other than Officers, of the Alliance personally present.

 

7.5.2.2    No business shall be transacted at any Annual General Meetings unless a quorum is present at the commencement of such business.

 

7.5.2.3   If, within one-half hour from the time appointed for the Annual General Meeting, a quorum is not present, the meeting shall stand adjourned to such time and place as the Directors present shall decide and a further Notice shall be given to members. The Directors present at the adjourned meeting may convene a Regular meeting without regard to the number of Directors present.

 

7.5.3    Special Meetings

 

7.5.3.1  The quorum necessary for Special Meetings shall be eight Directors, other the Officers, of the Alliance personally present.

 

7.5.3.2  No business shall be transacted at any Special Meeting unless a quorum is present at the commencement of such business.

 

7.5.3.3  If, within one-half hour from the time appointed for the Special Meeting, a quorum is not present, the meeting shall stand adjourned to such time and place as the Directors present shall decide and a further Notice shall be given to all members.

 

8    Elections

 

8.1  Directors

 

8.1.1  Appointment

 

Directors of the Board shall be the appointed representatives of each Full Member as appointed by the Full Member.

 

8.1.2    Term

The term of office by a Director shall be from Annual General Meeting to Annul General Meeting of the respective Full Member organizations.

 

8.1.3    Vacancies

 

Each Full Member shall be responsible to replace their Director for the remainder of the term upon the resignation or removal of the existing Director.

 

8.2    Officers

 

8.2.1   Nominations

 

8.2.1.1  A nominating committee appointed by the Board, shall secure the consent of qualified candidates for Officers to be elected and shall present a full slate of nominees to the membership prior to the election.

 

8.2.1.2  The Vice Chairperson will automatically become a nominee for Chairperson; however other nominations will be permitted from the floor.

 

8.2.1.3   Nominations for other positions may also be made from the floor at the Annual General Meeting.

 

 

8.2.2    Elections

 

8.2.2.1   Voting shall be conducted at the Annual General Meeting and the candidate for an office receiving the most votes shall be elected.

 

8.2.2.2    The new Officers shall take office immediately following the election.

 

8.2.2.3   The outgoing Chairperson will automatically become the Past Chairperson.

 

8.2.3    Vacancies

 

8.2.3.1   Any vacancy occurring among the Officers of the Alliance shall be filled promptly.

 

8.2.3.2   If a vacancy occurs in the office of the Chairperson then the Vice-Chairperson will automatically become the Chairperson.

 

8.2.3.3   If a vacancy occurs in any other office, then that office shall be filled by election from, and by, the remaining Directors of the Board for the remainder of the term of office.

 

8.2.3.4  The vacancy resulting from the Full Member representative replacing an officer position shall be filled as per 8.1.3.

           

8.3   Tenure

 

8.3.1   The term of office for a Director of the Board will not be limited.

 

8.3.2   The terms of office for each Executive position, except the Treasurer and Secretary, will be one year, with no one position occupied for more than two consecutive terms by the same person.

 

 8.3.3   The term of office for the Secretary and Treasurer positions will be two years, with no one position occupied for more than two consecutive terms by the same person.

 

9    Powers

 

9.1    Board of Directors

 

9.1.1    General Limitations

The Board shall be subject to the limitation of the Bylaws, and of the laws of Canada as to actions to be authorized and approved by directors.

 

9.1.2  General Authority

 

Except as otherwise provided by the Bylaws, all powers in the business and affairs of the Alliance, or under the authority of, shall be controlled by the Board. The Board may cooperate with, contract with, or engage in joint action with other persons or organizations to achieve the Alliance's objectives. The Board may employ non-members and may contract for services as it may deem necessary for the proper conduct of the affairs of the Alliance.

 

9.1.3    Financial Authority

 

Funds or assets may be expended only in carrying out the objectives of the Alliance as defined by the Constitution. The Board may authorize any officer or officers, or agents, or employees to enter into any contract in the name of and on behalf of the Alliance, and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the Alliance by contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

 

9.1.4    Remuneration

 

No Director of the Board or any officer or any committee member may receive any compensation from the Alliance except for expenses incurred on behalf of and directly related to Alliance business.

 

9.1.5    Borrowing Powers

 

For the purpose of carrying out its objectives, the Board may raise or borrow or secure the payment of money in such manner as it deems fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Board. In no case shall debentures be issued without the approval of two-thirds of the Directors at a Regular meeting or at a Special meeting of the Alliance held specifically to approve this action.

 

9.1.6    Execution of Documents

 

9.1.6.1 Where the Alliance enters into any agreement, contract or other matter requiring an authorized document, such document shall be considered to be valid if signed by two Officers of the Alliance.

 

9.1.6.2  The signing authority above can be delegated by the Chairperson along with another officer to any Director for the purpose of managing a designated function of the Alliance, provided the monetary limit of such delegation is clearly specified in writing and signed by both Officers.

 

9.2     Executive

 

9.2.1    General Limitations

 

The Executive shall be subject to the limitations of the Bylaws, and of the laws of Canada as to actions to be authorized and approved by Directors.

 

9.2.2    General Authority

 

9.2.2.1  The Executive may purchase, hire, make or provide and maintain items that may be required or may be conveniently used in conjunction with the operation of the Alliance.

 

9.2.2.2   The Executive may invest and deal with the monies of the Alliance not immediately required, upon such guaranteed securities and in such manner as may from time to time be determined by the Executive of the Alliance.

 

9.2.2.3  The Executive may solicit gifts and give security for the payment of money for such means as approved by the Board.

 

9.2.3    Remuneration

 

No officer may receive any compensation from the Alliance except for expenses incurred on behalf of and directly related to Alliance business.

 

 10       Auditors

 

10.1    An audited financial report of the Alliance shall be presented at the Annual General Meeting.

 

10.2    The selection of properly qualified auditors for the following fiscal year shall be selected by the Board of Directors at the Annual General Meeting.

 

10.3    The books and records of the Alliance may be inspected by any Director of the Alliance at any time upon giving reasonable notice and arranging a time satisfactory to the Secretary.

 

11        Amendments

 

11.1    Changes to the Constitution can be made at an Annual General Meeting or a Special Meeting provided that the conditions described in (a) or (b) occur;

 

(a) Two (2) weeks written notice of any amendments or changes is given and a 3/4 majority of the Directors present vote in favor.

 

                        (b) There is a unanimous vote of the Directors present.

 

 12   Appeal Process

 

12.1    All members and Directors of the Alliance shall have the right to appeal any decision of the Board.

 

12.2    In order to begin the appeal process, a written statement of appeal must be received by the Chairperson.

 

12.3    The Chairperson shall present the appeal to the Board of Directors.

 

12.4    The Board shall acknowledge in writing to the appellant, receipt of the appeal.

 

12.5    The Board shall appoint a 3 member Appeal Committee.

 

12.6    The Appeal Committee shall endeavour to meet with the Appellant.

 

12.7    The Appeal Committee shall review the disputed decision and shall evaluate with respect to the Alliance constitution.

 

12.8    The Appeal Committee, based on their review, shall present a report to the Board with their recommendation for Board approval.

 

13     Removal of Directors and Officers

 

13.1    Directors and Officers of the Alliance may be removed for just cause from office by a three fourths vote of the Directors present at a Special Meeting called for that purpose.

 

13.2    The requirements for the Special Meeting as specified in article 7.3 and -7.5.3 must also be met.

 

14     Removal of Members

 

14.1    Members of the Alliance may be removed for just cause by a three-fourths vote of those Directors present at the Special Meeting called for that purpose.

 

15      Dissolution

 

15.1    Upon dissolution of the Alliance, the Board of Directors shall pay or make provision for the payment of all liabilities of the Alliance.

 

15.2    Upon dissolution of the Alliance, the Board of Directors shall dispose of all assets of the Alliance to such organization or organizations operating exclusively for charitable, educational or scientific purposes as shall at that time qualify as an exempt organization acceptable to Revenue Canada Taxation.

 

 

 Revisions

• January 26, 2012 AGM
• 7.1.2… change date of AGM from being held in November to within four (4) months of fiscal year end.

 

• April 30, 2014 AGM
• 8.1.2.1.. changed to read "the term of office by a director shall be Annual General Meeting to Annual General Meeting of the respective Full Member organizations." instead of "from September 1 to August 31. This position shall be as described in 5.1."
• 5.1.1...   deleted "the Alliance fiscal year" in order to fit with amendment in                8.1.2.1
• Various other housekeeping and typo corrections.