Sudbury Ultimate Club

A downloadable copy of the Bylaws is available here. [PDF]

Proposed BY-LAW

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the SUDBURY ULTIMATE CLUB (hereinafter referred to as the "Organization") as follows:

PURPOSE

1. The purpose of the Organization shall be to:
   1. organize and arrange Ultimate leagues and competitions;
   2. teach, develop and promote the sport of Ultimate;
   3. foster goodwill and sportsmanship according to the Spirit of the Game;
   4. and to undertake other complementary activities which benefit the Sudbury Ultimate community and are not inconsistent with these goals.

MEMBERSHIP

2. The members of the Organization shall be any person admitted as a member by the authority of the Board of Directors for such term and on such conditions as the Board of Directors may from time to time determine.
3. Every member shall be entitled to one vote at all meetings of the members of the Organization.
4. Any member may withdraw from the Organization by delivering to the Organization a written resignation and lodging a copy of the same with the Secretary of the Organization.
5. Any member may be required to resign by a vote of three-quarters of the members present and voting at a special general meeting of the members called for that purpose. The affected member must be notified of the reasons for this action at least two (2) weeks prior to such a meeting and must be given the opportunity to be heard at such a meeting, either in person or by written submission.

BOARD OF DIRECTORS

6. The property and affairs of the Organization shall be managed by a Board of Directors (hereafter called the "Board") of a fixed number, with a minimum of five (5) directors and a maximum of ten (10) directors, elected from and by the members of the Organization.
7. The directors of the Organization are empowered to determine from time to time the number of directors of the Organization within the minimum and maximum numbers provided for in this By-Law as the same may be amended from time to time.
8. To begin with the organization will have seven (7) directors, four (4) of these will have a one (1) year term and three (3) two (2) of these will have a two (2) year term. And thereafter, a director’s term will be for two (2) years. A year is defined as the time between two consecutive annual meetingsThe office of a director shall be automatically vacated:
   1. if they cease to be a member;
   2. if by notice in writing delivered to the Secretary of the Organization they resign their office;
   3. if by resolution passed by a three-quarters vote of those present at a special general meeting of the members called for that purpose, they are removed from office.
   provided that if any vacancy shall occur for any reason, the directors may by resolution fill the vacancy from among the members until the next annual meeting.
9. Directors as such shall not receive remuneration for their services but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Organization.
10. The Board shall have the power to authorize expenditures on behalf of the Organization from time to time and may delegate by resolution to an officer or officers of the Organization the right to employ and pay salaries to employees.
11. The Board may employ such agents and engage such employees as it shall deem necessary from time to time and such appointees shall be paid such remuneration as the Board shall determine from time to time by resolution.
12. The Board may establish standing committees in connection with the work of the Organization and may prescribe rules and regulations not inconsistent with the by-laws relating to the management and operation of the Organization.
13. The President,of the Organization, Vice President,Treasurer, and Secretary shall be elected annually by the Board from among the directors. The President shall, where possible, chair meetings of the members and of the Board. Otherwise, a chairman shall be elected from among those present.
14. The Board of Directors will manage the day-to-day affairs of the Organization and to perform such other tasks as directed by the Board.
15. The President shall be the chief executive officer of the Organization and shall be an ex officio member of all standing committees.
16. The Vice-President, in the absence or disability of the President, shall perform the duties and exercise the powers of the President and shall perform other such duties as the Board from time to time may by resolution determine.
17. The Secretary shall maintain the official records of the Organization including names and contact information for all directors and members and shall perform other such duties as the Board from time to time may by resolution determine.
18. The Treasurer shall have custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Organization, and shall cause financial statements of the Organization, for the just completed fiscal year and any other financial statements the Board may from time to time require, to be prepared and presented to the members. The Treasurer shall deposit to the credit of the Organization, in a bank or trust company to be named by the Board, all sums of money received by the Organization. For emphasis, any and all monies must be deposited in the account before being redistributed. The Treasurer shall disburse the funds of the Organization in the regular course of its work or as they may be ordered or approved by the Board.
19. The President, the Vice-President and the Treasurer shall have signing authority over any accounts of the Organization with a bank or trust company. Two of the three (3) signatures are required for the withdrawal or transfer of funds from said accounts.

MEETINGS

20. The annual meeting of the members of the Organization shall be held at a place, time and date determined by the Board. The annual meeting must take place within thirty (30)days of the final game of the summer season if it has not already taken place. At least ten (10) days before the date fixed for each meeting, written notice thereof shall be sent to all members in good standing or shall otherwise be provided by means of the general communication facilities with the membership including electronic communications, documented telephone conversations and the like; further general meetings shall be posted on the Organization’s website.. Other special general meetings of the members of the Organization may be called at any time by decision of the Board with the same notice. The quorum at any meeting of the members of the Organization shall be ten (10) members.
21. At all meetings of the Board or of the members, every question shall be determined by a majority of the votes unless otherwise specially provided by this By-Law.
22. The meetings of the Board shall be held at the call of the President, or by a written petition of the majority of the directors. At least forty-eight hours notice shall be given unless all directors not able to attend waive notice thereof. The quorum at any meeting of the Board shall be no less than two-fifths the number of directors which constitutes the Board or three (3), whichever is larger.
23. A general meeting of the members shall be held at the call of board, or by a written petition of 15 or more members of the Organization.
24. At all meetings of the members, directors or committees, the chairman thereof shall have a casting vote in the case of a tie in addition to his or her regular vote.

FISCAL YEAR

25. The financial year of the Organization shall terminate on December 31st of each year.

AMENDMENTS OF THE BY-LAWS

26. This and other by-laws may be passed, repealed or amended by by-laws enacted by the present Board and sanctioned by an affirmative vote of a majority of the members present and voting at a meeting duly called for the purpose of considering any said by-law. Notice of this meeting shall include a description of the proposed changes.

SIGNATURE

27. Contracts, documents or other instruments in writing requiring the signature of the Organization shall be approved by the Board and signed by any two of the President, a Vice-President, the Treasurer, the Secretary or other director, provided however that the Board shall have power from time to time by resolution to appoint persons on behalf of the Organization to sign contracts, documents or instruments in writing generally, or to sign specific contracts, documents and instruments in writing.

WINDING UP

28. In the event of the Organization being wound up or otherwise dissolved, its net assets, after payment of all debts and liabilities, will be transferred to an Organization having objectives relating to the sport of ultimate as approved by the Board and ratified by the members.

Shotgun Rules

29. Mathew J. Wilson of no fixed address will have preauthorized shotgun claim to any club member vehicle, while on Organization’s business, including tournaments. As result, Mathew does not have to be the first individual to call “Shotgun” to ascertain co-pilot position.
30. For this document shotgun is defined as the action of consuming a fermented grain beverage at astonishing speed
31. For this document co-pilot position is defined as the location at the rear of the vehicle commonly referred to as the trunk

EFFECTIVE DATE

32. This By-Law shall come into force when approved by the members and the Board in accordance with the Act.