CONSTITUTION AND BY-LAWS
OF LENNOX & ADDINGTON RIDGE RUNNERS SNOWMOBILE CLUB INCORPORATED

1. NAME AND STATUS

a. The group representing Lennox & Addington Ridge Runners Snowmobile Club shall be known as Lennox & Addington Ridge Runners Snowmobile Club Incorporated, a non-profit legal entity.

b. The Lennox & Addington Ridge Runners Snowmobile Club shall be incorporated without share capital under the Corporations Act of Ontario.

c. The Lennox & Addington Ridge Runners Snowmobile Club shall be bound by the Corporations Information Act and The Regulations made under that Act.

d. The Lennox & Addington Ridge Runners Snowmobile Club shall maintain membership in the Ontario Federation of Snowmobile Clubs.

e. The Lennox & Addington Ridge Runners Snowmobile Club was incorporated under the Corporations Act of Ontario on September 29, 1983.

2. GOALS AND OBJECTIVES

To promote safe, environmentally friendly, organized snowmobiling in Lennox & Addington and Frontenac Counties, from Napanee in the west to Macgillivray Road in the east and from Amherstview/Kingston in the south to Arden in the north and Tichborne in the northeast as a member of the Ontario Federation of Snowmobile Clubs (OFSC).

b. To work with local municipalities in the identification, planning, development, co-ordination and administration of projects that will enhance the club economically.

c. To foster co-operation and good relations with landowners with snowmobile trails on or adjacent to their properties.

d. To build and maintain trails for the purpose of snowmobiling.

e. To develop and maintain complimentary working relationships with organizations having similar interests.

f. To accept funds, gifts, bequests, donations, legacies, similar funds or properties for the promotion of these objectives and operation of the Club.

g. To foster a spirit of co-operation with Ontario's law enforcement bodies.

CORPORATE BY-LAWS

1. INTERPRETATION

a. Corporation refers to Lennox & Addington Ridge Runners Snowmobile Club of the OFSC

b. Board shall refer to the Board of Directors of the Corporation.

c. Director shall refer to a member of the Board of Directors.

2. MEMBERS OF THE CORPORATION

a. The membership shall consist of:

1 Any person who purchases an OFSC trail permit and selects Lennox and Addington Ridge Runners Snowmobile Club as their home club,

2 Any person who has been awarded a life membership by a presiding or previous Board of Directors, or

3 Any person who has been approved by the presiding Board of Directors as someone demonstrating exceptional volunteer support to the club.

b. Each member in good standing and 18 years of age or over shall be entitled to one vote at all general membership meetings.

3. DIRECTORS OF THE BOARD

a. The officers of the Board shall also be the Directors of the Board.

4. OFFICERS OF THE BOARD

a. The officers of the board shall be the President, First Vice-President, Second Vice-President, Treasurer, Secretary and Trail Coordinator. The positions of Secretary and Treasurer may be combined as Secretary/Treasurer.

b. They shall be elected by the membership at the annual general meeting.

c. The term of office shall be one year.

d. The Officers shall serve as such without remuneration and no Officer shall directly or indirectly receive any profit from his/her position.

e. The payment of reasonable expenses incurred through his/her duties shall not be considered as payment for services.

5. DUTIES OF OFFICERS

a. The President shall: Preside at all meetings of the Board of Directors, Executive Committee and the general membership; be ex-officio of all committees; report to the annual meeting of the membership of the Corporation on the operation of the Corporation; appoint members to positions as may be created by the Board; call committee meetings and special meetings; sign cheques and warrants of the treasury, acts, orders and proceedings, contracts, and undertakings according to the will and command of the general membership; sign all official documents with the will and command of the general membership; assist, guide and perform any other duties as may be determined by the Board.

b. The First Vice President shall: Have the authority to perform all the duties of the President in his or her absence, along with any other duties, as may be determined by the Board.

c. The Second Vice-President shall: Have the authority to perform all the duties of the First Vice-President in his or her absence, along with any other duties, as may be determined by the Board.

d. The Secretary shall: Attend all meetings of the Board and its committees; ensure the recording and maintenance of all meeting minutes and correspondence of the Corporation; see to the preparation of all reports as required under any Act or Regulation of the Province of Ontario; be the custodian of all minutes, documents, registers, reports and seals of the corporation as required under the Corporations Act of Ontario; and perform any other duties as may be determined by the Board.

e. The Treasurer shall: Be responsible for maintaining ledgers, controlling accounts payable, accounts receivable, issuing cheques, balancing statements, seeing to the review, submission and presentation of financial reports at all meetings of the Corporation; and ensure all accounts are audited or reviewed at each year end; and perform any other duties as may be determined by the Board.

f. The Trails Coordinator shall: Be Chair of the Trail Committee and through the Trails Committee shall; be responsible for the course of the trails; be responsible for the brushing of the trails; be responsible for the grooming the trails; be responsible for the maintenance of the trails; recommend purchase and replacement of equipment; annually provide the required reports for hours of grooming; be responsible to obtain signed land use permission (LUP) forms from landowners whose land the trails cross; and maintain the necessary records of the LUP forms.

6. BOARD OF DIRECTORS' DUTIES

a. The Board of Directors shall govern the business affairs of the Corporation.

b. The Board of Directors shall appoint members in good standing to the following positions: Trail Section Managers; Trails Committee Members; Groomer Operators; Chief Trail Patrol Coordinator/Instructor; Trail Patrol Members; Driver Trainer; Club Response Coordinator; Volunteers in Action (VIA) Coordinator; Club Signage Coordinator; Club Trails Inspection Coordinator; Trail Permit Coordinator(s); and any other positions needed from time to time.

7. DIRECTORS' TERM OF OFFICE

a. The term of the Directors of the Board of Directors shall be one year.

b. A Director of the Board may be removed from his or her position for any reason that compromises the objectives or is in contradiction of the Corporations by-laws by a 2/3 majority vote at a meeting of the Corporation.

8. EXECUTIVE COMMITTEE

a. The Executive Committee shall consist of all Officers of the Corporation and may include the following; Past President, Volunteers Coordinator, Chief Trail Patrol Coordinator/Instructor, Club Response Coordinator, Club Signage Coordinator, Club Inspection Coordinator, Trail Permit Coordinator(s), Driver Trainer, and any other positions deemed necessary by the Board.

9. DUTIES OF THE EXECUTIVE COMMITTEE

a. The Executive Committee shall manage the day-to-day affairs of the Corporation and be responsible to the Board of Directors.

10. ELECTION PROCEDURE

a. All candidates for office shall be nominated by a nominating committee and/or from the floor at the third last regular meeting of the season.

b. Any member in good standing and eighteen years of age or older shall be eligible for nomination to any position.

c. The officers shall be elected at the third last regular general membership meeting of the season.

d. All elected officers shall take office effective September 1st.

11. MEETINGS OF THE CORPORATION

a. Annual General Meeting: The annual meeting of the Corporation shall be held no later than the 15th of April each year and members of the club are to be notified at least 30 days prior to AGM. A quorum for this meeting shall be twelve members.

b. Regular Board Meetings: The Board shall hold a minimum of one (1) meeting a year, including the AGM, and at any other time as may be required to carry out the business of the Corporation. The Secretary of the Board or designated person shall provide notice of all such meetings to all Directors either verbally, email, mail or by fax, not less than 5 days before the date of the meeting.

c. Special Meetings: The President may call special meetings or conference calls of the Board for any reason he or she may deem necessary or if three members of the Board request such in writing. Notice of such meetings shall be given at least 24 hours in advance of the meeting.

d. Quorum for Board Meeting: a quorum shall consist of a simple majority of the directors.

e. Board Meeting Adjournment: If, after one half hour from the scheduled start of a meeting a quorum is not present the meeting of the Board shall not take place and will stand adjourned until a day within two weeks, to be determined by the Board members present. Notification of date of change shall be immediately given to all members not being in attendance for the adjourned meeting.

f. General Membership Meetings: The general membership meetings shall be held at least once monthly, September to April inclusive. A quorum for these meetings shall consist of twelve members.

g. Committee Meetings: The Chair of a committee shall call meetings of the committee as necessary.

h. Meeting Protocol: All questions of procedure not covered by these by-laws shall be decided by the presiding officer according to the latest edition of "Call to Order" by Herb Perry.

12. BANKING AND SIGNING AUTHORITIES

a. The president, vice-presidents, secretary and treasurer of the Board shall be authorized as signing authorities in the name of and on behalf of the Corporation and any two signatures of which is sufficient.

13.AUDITORS

a. The Corporation shall at its annual general meeting appoint an auditor or reviewer who is duly recognized as being capable to perform the function.

14.ALCOHOL POLICY

a. In compliance with the Ontario Federation of Snowmobile Clubs, the corporation shall have an alcohol policy to which all members will be required to adhere.

b. The policy shall be reviewed at least once a year.

15.CHANGES TO BY-LAWS

a. The Board of Directors may, from time to time, review the by-laws of the Corporation and any changes to the by-laws suggested by a member, and if required, draft any changes, additions, amendments or deletions for recommendation to and consideration at a general membership meeting by the Corporations active voting membership. Any such proposals for change to the by-laws shall be recorded as notices of motion to be brought before the voting membership at the Annual Meeting

b. Notice of motion for all proposed changes shall be required fourteen days in an advance meeting prior to when by-law changes are to be set in place.

16.DISSOLUTION

a. In the event of the dissolution of the Corporation and after the payment of all debts and liabilities, all remaining assets of the corporation shall be distributed to a non-profit organization with compatible objectives that is a member of the Ontario Federation Of Snowmobile Clubs (OFSC). Such an organization shall be selected at a Special General Meeting of the Corporation convened for that purpose.

17. INDEMNITY

Every Director and officer of this corporation and his or her heirs, executors and administrators, and estate and effects, respectively, may, with the consent of the corporation given at any meeting of the members, from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against,

a) all costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect to any act, deed, matter or thing whatsoever, made, done or permitted by him or her in or about the execution of the duties of his or her office; and

b) all other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.

THESE BY-LAWS HAVE BEEN APPROVED BY THE BOARD OF DIRECTORS OF THE LENNOX & ADDINGTON RIDGE RUNNERS SNOWMOBILE CLUB INCORPORATED AND SHALL TAKE EFFECT AS OF THIS 14TH DAY OF MARCH 2005.


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