Constitution

CONSTITUTION AND BY-LAWS FOR THE FORMAL AMALGAMATION

NEWFOUNDLAND AND LARBADOR GOLF ASSOCIATION

and

NEWFOUNDLAND AND LABRADOR AMATEUR GOLF ASSOCIATION

formerly known as Canadian Ladies’ Golf Association/Newfoundland and Labrador Branch [unincorporated]

retaining the name of

NEWFOUNDLAND AND LABRADOR GOLF ASSOCIATION

FINAL DRAFT FOR APPROVAL:	March 10, 2006 (by NLAGA and NLGA)
	March 11 (by the amalgamated association, NLGA)

PREPARED:	February 8, 2006
APPROVED:

NEWFOUNDLAND AND LABRADOR GOLF ASSOCIATION

C O N S T I T U T I O N

Article I - NAME

The organization shall be called the Newfoundland and Labrador Golf Association (NLGA).

Article II - OBJECTIVES

To uphold the rules of the game, to advance and safeguard the interests of all levels of amateur golf and to decide all doubtful and disputed points in connection therewith.
To promote and maintain the RCGA system of handicapping and course rating.
To use the funds of the Association in the best interests of amateur golf.
To maintain, regulate, and conduct championships and team trials held in accordance with the rules of golf.
To make, maintain, and publish such regulations as may be considered necessary for the above purposes.
To advance and promote the game of golf as a competitive and recreational sport in the Province of Newfoundland and Labrador.
To develop and foster junior golf.

Article III - AMENDMENTS TO CONSTITUTION

No addition or amendment to the Constitution of the Association shall be made except at an Annual General Meeting and then, only if at least two-thirds of the votes cast at such a meeting are in favor of such addition or amendment.
Notice of any addition or amendment shall be in writing and shall be in the hands of the Provincial President to be tabled at the spring semi-annualmeeting.
Copies of every notice of motion shall be forwarded by the President to the Board Memberateach Member Club and of each Member Group and to the Executive Committee 30 days prior to the fall Annual General Meeting.

Article IV - DISSOLUTION OF THE ASSOCIATION

Upon winding up or dissolution of the Association, the assets which remain after payment of all costs, charges and expenses which are properly incurred in the winding up shall be distributed to a registered charity and/or non-profit organization in Newfoundland and Labrador, as defined in the Income Tax Act (Canada), with like and similar activities and purposes as the dissolved corporation, as may be determined by the members of the Association at the time of winding up or dissolution. This provision shall be unalterable.

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NEWFOUNDLAND AND LABRADOR GOLF ASSOCIATION

B Y-L A W S

Section I – INTERPRETATION

Definitions

In these Constitution and By-Laws unless the context otherwise specifies or requires:

“Act” shall mean The Corporations Act (2004)
"Annual Meeting" shall mean the Annual General Meeting of NLGA required to be held yearly in accordance with the provisions of the By-Laws;"
"Association" shall mean the Newfoundland and Labrador Golf Association (NLGA);
”Board Member" or "Board of Directors" shall mean the Directors of the Association duly elected or appointed in accordance with the By-Laws;
"By-Laws" shall mean the by-laws of the Association;
"Chair" shall mean the chairperson of a meeting of the Association or of the Directors or of committees;
"Competitor" shall mean a player in a Tournament;
"Delegate" shall mean a member selected in accordance with the provisions of the By-Laws to represent its Member Club, Member Group, Member Course, or Training Facility at General Meetings;
"Director" shall mean a person duly elected or appointed as a Director of the Association in accordance with the By-Laws;
"Executive Committee" shall mean the Executive Committee described in Section 3, subsection 1 a;
”General Meeting" shall mean any meeting of the Association;
“In good standing” shall mean meeting all requirements and fees for membership as set down by the Association;
”Member" means an individual who is a member of a Member Club, Member Course, Member Group, or Training Facility as described in Section 2, Membership;
”Member Club" shall have the meaning given in Section 2, subsection 1;
”Member Course" shall have the meaning given in Section 2, subsection 3;
"Member Group" shall have the meaning given in Section 2, subsection 2;
"Membership Card" shall mean the card issued on an annual basis by the Association to an individual who is a member of a Member Club, Member Course, or Member Group;
”NLGA” shall mean the Newfoundland and Labrador Golf Association;
"Officer" shall mean an Officer of the Association as described in Section 3, subsection 1 a. [1];
"President" shall mean the person elected to the office of President of the Association;
"RCGA" shall mean the Royal Canadian Golf Association;
“RCGA Governor, Class C" shall mean the person elected by the Association and confirmed by the RCGA Board of Governors to represent the Association;
“RCGA Women’s Division Representative” shall mean the person elected by the Association to represent the Association on the RCGA Women’s Division Committee;
“Special General Meeting" shall mean a General Meeting other than the Annual Meeting;
“Tournament" shall mean a golf tournament sanctioned by the Association;
“Training Facility” shall have the meaning given in Section 2, subsection 4;
“Voting Member" shall mean Members of the Executive Committee, as well as a Member Club and Member Group who is entitled to appoint delegates, who are not less than 19 years of age, to vote at a General Meeting of the Association under Sections 6 and 9;

Gender Neutral

In these By-Laws, and in all other By-Laws, rules, and regulations of the Association, 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.

Notice

Other than as specifically provided in these Constitution and By-Laws, all notices to be given pursuant to these Constitution and By-Laws must be in writing and may be given by electronic means (which shall include email), personal delivery, facsimile transmission, and by mail; and shall be deemed to have been received:

if delivered, at the time of delivery;
if given electronically, at the time of sending the message;
if given by facsimile, at the time of the transmission; and
if given by mail on the fifth day after the mailing of the letter.

No public notice or advertisement of meetings shall be required but notice of the place, the date, and the hour, and in case of special business the general nature of such business of every meeting shall be mailed, e-mailed or faxed or delivered to the membership.

Section II - MEMBERSHIP

Membership with NLGA shall be defined as set forth below (Any issues not addressed here are bound by the RCGA By-Laws). There are four classes of membership in the Association:

Member Club: A golf course, wherever situated in Newfoundland and Labrador (NL) which has requested and has been accepted as a member of the Association and which maintains on a regular and continuing basis an amateur membership and a golf committee for the benefit of amateur golfers which has the responsibilities a. to d. listed in 2., below.
Member Group (Club Without Real Estate) (hereinafter called a Group or Member Group): A group of at least ten individuals which has become organized for the purpose of playing golf together and which has requested and has been accepted as a member of the Association. The Group must have a name; an organizational document acceptable to the Association; and a committee which is responsible for amateur golf. These responsibilities shall include:

Receiving, replying to and disseminating RCGA
and NLGA correspondence,
. Remitting RCGA and NLGA fees,
Applying RCGA golf standards, and
Designating the NLGA voting delegates.

Member Course: A golf course, wherever situated in NL, which has requested and has been accepted as a member of the Provincial Association.
Training Facility: A golf training facility (indoor or outdoor), wherever situated in NL, which has requested and has been accepted as a member of the Association , and which provides instruction in playing golf, developing skills, and knowledge of the rules and etiquette of the game. A candidate for membership shall submit its application in writing to the Secretary of the Association, in a form approved by the Association.

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Section III - GOVERNING BODY

Board of Directors

Executive Committee:

Executive Officers

President (rotates -female/male)
Vice-President (rotates - female/male)
Treasurer
Secretary

Provincial Standing Committee (PSC) Heads

Rules Director
Course Rating Director
Handicapping Director
Teams Director
Junior Development Director
Tournament Director

RCGA Governor, Class C (rotates female/male)

RCGA Women’s Division (WD) Representative (can be female or male)

Board Members:
Each Member Club and Member Group shall designate two members in good standing, one of which should be female, to represent them on the Board.

Terms of Office

The President and Vice-President shall serve two-year terms.
The Vice-President shall be the President-elect; the President shall not be eligible for a second term.
The Secretary and the Treasurer shall each serve a two-year term, renewable for an additional two years at the discretion of the Association.
All Provincial Standing Committee Directors shall serve two-year terms, renewable for one additional two-year term at the discretion of the Association.
The RCGA Governor, Class C shall be elected to serve a two-year term, renewable for additional two-year terms at the discretion of the Association.
The RCGA WD Representative shall be elected to serve a two-year term, renewable for an additional two-year term at the discretion of the Association.

All Executive Committee members shall be elected. No member, except for the RCGA governor, Class C, shall be elected to serve more than two consecutive terms in the same office.
Qualifications of the Governing Body of NLAGA

An owner of any golf club in Newfoundland and Labrador, and
A paid manager, or administrator of any golf club in Newfoundland and Labrador, and
Golf Professionals

Section IV - DUTIES OF THE BOARD OF DIRECTORS

Duties and responsibilities of the Executive Committee Members and of the other Board Members shall be set out in the Duties and Responsibilities Manual.

Section V - EXECUTIVE COMMITTEE MEETINGS

At least two Executive Committee meetings shall be held during the year and additional meetings may be held as deemed advisable and necessary by the President.
Seven members of the Executive Committee shall constitute a quorum.
Majority vote, orally or by ballot, is necessary for transaction of business.

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Section VI – FINANCE

The signing officers of the Association shall be any two (2) of four (4) Executive Officers as designated by the Board. At least two signatures shall be required on all negotiable instruments and bank withdrawals.
The Fiscal Year of the Association shall be from the first of November to the thirty-first of October of each year.
The auditors shall be appointed by the voting delegates for the ensuing year at each Annual General meeting. The books and accounts shall be audited annually, and a report containing a balance sheet shall be prepared and presented at the spring semi-annual meeting.

Section VII – FEES

Every Member Club andMember Group shall pay, by a specified date, an annual fee per playing member, consisting of an amount decided upon at the Annual General Meeting of the Association and of the annual dues as set by the RCGA.
Every Member course and Member training facility is required to remit an annual fee in the amount as stipulated by the Association in compliance with RCGA By-Laws.

Section VIII - SPECIAL GENERAL MEETING

A special General Meeting may be called at such time and place as may be determined by the President or by the Executive Committee, and must be called at the request of one-third of the Member Clubs and/or Member Groups.
No business shall be transacted at a special General Meeting other than that which is specified in the notice calling the meeting.
Notice of Special General Meeting will be advertised at least fifteen days prior to the date of meeting.
Seventeen voting members will constitute a quorum. A majority vote is necessary for transaction of business. Voting may be done orally or by ballot

Section IX - ANNUAL GENERAL MEETING

The Annual General Meeting shall take place in the fall at such a time and place as may be determined by the Executive Committee. This meeting is held for the reception of reports and the election of the Executive Committee in accordance with the Constitution and By-Laws of the Association. The names of the Executive Committee Members for the ensuing year are announced at this meeting.
Seventeen voting delegates shall constitute a quorum, which full members shall be present.
If within one hour from the time appointed for the meeting of members a quorum is not present, the meeting shall stand adjourned until a quorum is present, the meeting shall be dissolved if a quorum is not attainable within a reasonable period of time.
Any member in good standing may speak on any proposal upon recognition by the Chair.
Each Member Club and Member Group shall designate two voting delegates, one of which should be female, to the Annual General Meeting.
For purposes of this section, Voting shall be confined to the Executive Committee, excepting the Chair, Member Club delegates, and Member Group delegates. Unless otherwise stated in these Constitution and By-Laws, majority vote will carry; and voting may be done either orally or by ballot.

Section X - ELECTION OF THE EXECUTIVE COMMITTEE

The President shall appoint a Nominations Committee.
Nominations for the Executive Committee may be received in writing from Member Clubs, or nominations may be made from the floor at the Annual General Meeting.
The Nominations Chairman shall present to the Annual General Meeting a list of nominees and conduct an election from those nominated, but with the stipulations set down in Section III, 2.
When no nominations have been forthcoming for a vacant position on the Executive Committee, this vacancy shall be filled by a member in good standing with the Association; this appointment shall be made by the Executive Committee and is to remain in effect until the next Annual General Meeting.
When a position becomes vacant during a term of office, this vacancy shall be filled by a member in good standing with the Association; this appointment will be made by the Executive Committee andis to remain in effect until the next Annual General Meeting.

Section XI - ORDER OF BUSINESS FOR THE ANNUAL GENERAL MEETING

The following order of business shall be observed at the Annual General Meeting:

Notice Calling the Meeting
Roll Call of Voting Delegates
Acceptance of Agenda
Acceptance of Minutes of Previous Annual General Meeting
Business arising from the Minutes
Correspondence
President’s Report
Vice-President’s Report
Treasurer’s Report
Reports from Provincial Standing Committee Directors
Reports from Member Clubs and Member Groups
New Business
Revisions to Constitution, By-Laws, Championship Manual, and Duties and Responsibilities Manual
Appointment of Auditor
Election of Members to the Executive
Presentation of Incoming Executive
Adjournment

The Agenda and Notice of Annual General Meeting shall be forwarded by the President to all members of the Executive Committee and to the Board Members at each Member Club and of each Member Group, as well as to any Member Courses, and Member Training Facilities thirty (30) days prior to date of meeting.
Notices of Motion at all meetings of the Association shall be in writing and shall be read from the Chair (with the exception of motions for recess, adjournment, or destroying of ballots).
All motions shall be passed by a simple majority vote unless otherwise specified.
Roberts Rules of Order will prevail on any matter not covered by these By-Laws.

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Section XII - PROVINCIAL CHAMPIONSHIPS

All rules pertaining to Provincial Championships shall be according to the Championship Manual

Section XIII - RESPONSIBILITIES OF NLGA MEMBERS

The Member Clubs and Member Groupsshall be responsible for the following:

The promotion of the game of golf within the Club in accordance with the Provincial Constitution and By-Law and in accordance with the RCGA Rules of Golf.
The organization of and holding of Annual General Meetings. These Annual General Meetings should be held

Presenting at the Annual General Meeting a report of Member Club and/or Member Group activities, including

The organization, administration and management of Club Tournaments, as well as the hosting of events as required by the Association.

These responsibilities are in addition to any responsibilities as set forth in the RCGA By-Laws.

Section XIV - WITHDRAWAL, SUSPENSION OR EXPULSION FROM THE ASSOCIATION

Any member refusing or neglecting strict and honorable compliance with the By-Laws of the Association or with any ruling or decision of the Association shall be liable to suspension or expulsion from membership in the Association if so determined by resolution of the Executive Committee;
No member shall have its membership in the Association suspended or be expelled from membership in the Association by the Executive Committee until an opportunity has been given to its representative to appear before the Executive Committee for the purpose of answering to the complaint made against it. The Executive Committee shall furnish the member with a written statement of such complaint with full particulars thereof not later than fifteen (15) days before the date on which the member’s representative is to attend before the Executive Committee for the purpose of answering to the complaint.
An appeal may be made by the member at the next meeting of the Board, duly called for that purpose. The member shall give notice of such appeal in writing to the Board within fourteen days after the date on which the Executive Committee has communicated its decision in writing to the Member. Until the appeal has been disposed of, the member shall not be deprived of any of its rights or privileges in the Association.
Any Voting Member of the Association and any member may withdraw from membership in the Association by notice in writing delivered to the Secretary of the Association; subject, however to the payment by any member of any outstanding annual dues or other liabilities owing by it to the Association at the time of the proposed withdrawal.
Membership in the Association is not transferable.

Section XV - REMOVAL OF OFFICERS AND DIRECTORS

The Executive Committee may remove an Officer or Director before the expiration of that person’s term of office, and may appoint another qualified person in stead.
The person so appointed shall hold office during such time as the Officer or Director in whose place the person was appointed, would have held office if that Officer or Director had not been removed and shall be entrusted with the duties and responsibilities of that position.
No Officer or Director shall be so removed until that person has had a reasonable opportunity to be heard by the Board upon such notice and by such representation as may be appropriate in the circumstances.

Section XVI - CONFLICT OF INTEREST

An Executive Committee member shall cease to be eligible for the Board if that person accepts or holds any office or position in the Association for the purposes of remuneration or profit.
An Executive Committee member who is a party to, or is a director or officer of or has a material interest in any person or corporation who is a party to, a material contract or proposed material contract with the Association shall, in a timely manner, disclose in writing to the Association or request to have entered in the Minutes of the Board or Executive Committee, the nature and extent of that person’s interest. Any such contract or proposed contract shall be referred to the Executive Committee for approval, even if such contract or proposed contract is one that in the ordinary course of the Association’s business would not require approval by the Executive Committee.
Subject to disclosure in accordance with the above, no Executive Committee member shall be disqualified by reason of that person’s office from contracting with the Association either as a Vendor, Purchaser or otherwise, nor shall any contract or arrangement entered into by or on behalf of the Association in which any Executive Committee member shall be in any way interested, be avoided; nor shall any Executive Committee member so contracted or being interested, be liable to account to the Association for any profit realized from any such contract or arrangement by reason of such Executive Committee member holding that office or the fiduciary relationship thereby created.
When an Executive Committee member has such material interest, that Executive Committee member shall not vote in respect of such contract work and if that Executive Committee member votes such vote shall not be counted.

SECTION XVII – AMENDMENTS TO THE BY-LAWS

No addition or amendment to the By-Laws of the Association shall be made except by majority vote at any General Meeting.
Notice of any addition or amendment shall be in writing and shall be in the hands of the Provincial President 30 days prior to the Meeting.
Copies of every notice of motion shall be forwarded by the President to the Board Members at each Member Club and of each Member Group and to the Executive Committee 15 days prior to the Meeting.

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