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Club Constitution

CONSTITUTION OF 

THE THUNDER BAY CYCLING CLUB INC.

 

1.0          NAME

                The organization shall be called the Thunder Bay Cycling Club Inc. (hereinafter called the club or TBCC)

 

2.0          MANDATE and MISSION STATEMENT

                The club is an organization dedicated to the promotion of all aspects of cycling and cycling safety in Thunder Bay and area.

 

3.0          MEMBERSHIP

                No one shall participate in club cycling events without membership.

3.1          A member in good standing (hereinafter called the member) is defined as one who has paid current membership and insurance fees as stipulated annually by the Executive and has agreed to abide by the club bylaws, as well as the rules, regulations and rider responsibilities set out in the bylaw Compendium of TBCC Safety Rules and Procedures. 

3.2          Honourary members will be selected by the Executive committee on a case by case basis.  They will not have to pay a membership fee, however, they will have to complete the membership form and waiver and pay the annual insurance fee if they still intend to participate in club events.

3.3          Guest riders and visiting riders are defined in club bylaws.

 

4.0          CLUB VISUAL IDENTITY

                All aspects of our club’s visual identity and use of such are defined in club bylaws.

 

5.0          BUSINESS of the CLUB

5.1          The club shall fulfill its mandate through orders of business conducted at Executive meetings or general meetings and through the use of committees established by the club Executive.

5.2          Expenditures of monies over $100.00 for the club will require approval of the Executive before the expense is incurred.  Any expense under $100.00 requires permission of the president, secretary or treasurer before the expense is incurred.

 

6.0          EXECUTIVE

                Executive members will be club members who are elected yearly at the annual general meeting.  The club Executive has the authority to conduct the business of the club.

6.1          Positions

The Executive will consist of no more than 11 positions; positions that will be defined and duties described in a club bylaw.  The bylaw is to be reviewed annually after the election of the new executive members.

 6.2          Recognition for Volunteer Executive Members

The club is to serve as a not-for-profit organization and as such will need to attract volunteers to carry out club functions.  Each club member who volunteers to hold a position on the TBCC Executive will be given a complimentary membership for the time period that they serve.

6.3          Meetings

                An Executive meeting is defined as a gathering of a minimum of 60% of current Executive members.  Executive meetings are not open to the general membership but any member or non-member can be invited by the president. All meetings will be conducted in an orderly procedure.

6.4          Voting of the Executive

                Each member of the Executive will have one vote per motion, except for the Chairperson of the meeting (usually the President).  A majority of votes is required to pass a motion.  In the case of a tie, the Chairperson’s decision will decide a motion.

6.5          Resignations

6.5.1       Any member of the Executive who resigns a position shall do so in writing to the president and/or any other member of the Executive.

6.5.2       The president has the right to ask any member of the Executive to resign his/her position, on the grounds that the member has violated the club mandate or is not performing the tasks outlined in their job description.

6.5.3       The Executive may appoint any club member to fill a vacant position. The new Executive member will have full voting rights after being appointed.           

6.5.4     At the discretion of the existing Executive, a general meeting of members may be called to elect a new member or members to fill any vacant positions.

6.5.5       If any club member asks for the resignation of the president, the matter will be dealt with by the Executive as outlined in Dismissal of members (12.0), with or without the president present.  The President will not chair this meeting.

6.6          Committees and Sub-committees

               Executive sub-committees or other committees can be established to carry out the business on behalf of the club.  All committees shall represent the club in a responsible manner.

6.6.1       Committees shall be composed of club members and established at Executive or general meetings.  In situations when it would be advantageous to accomplish the business of the club, a person who is not a club member may be selected to serve on a committee or sub-committee, at the discretion and approval of the Executive.

6.6.2      Committee activities will be sanctioned by the Executive, through the process of Executive meetings, or by the president when required, before implementation.

6.6.3       Active committees will report the following, in writing, to the Executive:

                (i)            summaries of their activities;

                (ii)           records of expenditures; and

                (iii)          recommendations, at a time interval fixed by the Executive when the committee is first established

 

7.0          GENERAL MEETINGS

General meetings for any purpose, including voting on new Executive members, may be called at the discretion of the president or under the directive of the Executive and are open to any club member.

The general membership can cause the Executive to call a general meeting on subjects pertaining to the business of the club by submitting a petition, signed by a minimum of 40% of the total general

membership, to the president and one other Executive member.  Each page of the petition shall contain in the header the subject or subjects of concern from the general membership. A general meeting will then be scheduled as quickly as possible by the Executive.

7.1          Notice of Meetings

                All members shall receive notice of any general meeting via regular mail, e-mail, notice on the hot line and website, or telephone at least seven (7) days prior to the meeting.

7.2          Business Items from Members

                Within 48 hours prior to the start of a general meeting, any member may petition in writing, the president or the acting chair, to include one item only, pertaining to the business of the club, under New Business.  If a member wishes to have an item discussed under new business, that petitioning member must be present for the entire general meeting.

7.3          Voting and Proxy Voting

                Movers and seconders are required in order for any motion to be put to a vote.  Each member is allowed to cast a single vote for each motion put forward.

                If a member cannot attend the meeting he/she may appoint a proxy.  The proxy must be a member, and will be allowed to vote only on motions resulting from items on the agenda.

7.4          Quorum for General Meetings

                A general meeting will be conducted with those members who are in attendance, providing due process of notification has been followed.   A majority vote will be required to pass any motion.

 

8.0          ANNUAL GENERAL MEETING (AGM)

              To be held in the month of October at a time and place decided by the president, in order to:

               a)            elect a new Executive

               b)            establish short term club goals

               c)             summarize the past season of Executive performance

               d)            redefine long term club goals

               e)            examine the club’s financial performance for the operational year through the presentation of a financial statement

               f)             amend the constitution and bylaws as needed

               g)            establish committees to work for the club

 

8.1          Notice of AGM

                All members shall receive notice of the AGM via regular mail, email, or on the hotline and website six weeks prior to the meeting. The agenda will be distributed in the above manner two weeks prior of the meeting.

8.2          Treasurer’s Report

                The treasurer’s report will be updated to the last business day before the meeting and will include a summary of the club’s financial performance including the following topics:

                                a)            Total revenue from memberships

                                b)            Total revenue from events

                                c)             Total expenses and disbursements

                                d)             Total revenue or assets from clothing sales & inventory

 

8.3          Voting and Elections

8.3.1.      Movers and seconders are required in order for any motion to be put to a vote.  Each member is allowed to cast a single vote for each motion put forward.

8.3.2       If a member cannot attend the meeting he/she may appoint a proxy.  The proxy must also be a member, and will be allowed to vote only on motions resulting from items on the agenda.

8.4          Quorum for AGM

                An annual general meeting will be conducted with those members who are in attendance, providing due process of notification has been followed. A majority vote will be required to pass any motion.

               

9.0          AMENDMENTS to the CONSTITUTION

The constitution can be amended only at Annual General Meetings by the following procedure:

a)     Any member wishing to put forth an amendment to the constitution shall do so by presenting the proposed amendment in writing to at least two members of the Executive a minimum of four weeks before an annual general meeting.

b)     Notice of the intent to amend the constitution will be by regular mail, e-mail, notice on the hot line and website, or telephone along with the agenda to all members two weeks prior to the AGM.  Notice of any intent to amend the constitution must be on the agenda, and no motions to amend the constitution will be tabled from the floor.

c)     Any amendment to the constitution shall require 66% approval of the votes cast.

 

10.0        AMENDMENTS to BYLAWS        

                The executive has the authority to create and amend bylaws. 

10.1        Any member, with the support of a second member, can propose a bylaw or bylaw amendment

by submitting the proposal in writing with the supporting reasons to the Executive. The proposal will be discussed at an Executive meeting or a general meeting if there is suitable lead time to give the required notice to members. 

10.2       Any proposed bylaw or bylaw amendment requires a minimum of 66% approval of the complete executive or of votes cast at an Annual General Meeting.  Once approved, a notice will be sent out to club members, via email and posted on the website, informing them of the change.   

 

11.0        VOLUNTEERS 

The Executive is to ensure volunteers are provided an orientation to their duties and responsibilities, safe working conditions including respectful treatment from TBCC members and recognition for their contributions as outlined in club bylaws.  

 

12.0        CONDUCT and DISMISSAL OF MEMBERS 

12.1        A comprehensive outline of rules and procedures governing the conduct of all members and all club activities are set out in a club bylaw.  The bylaw is to be reviewed annually and kept current throughout the year. 

12.2        Members can be dismissed from the club for violating club mandates or bylaws.  The process of dismissal can be initiated by any member filing a written request against the member in question with two or more members of the Executive who must then relay the information to the president within 48 hours of receiving the submission.

The President will arrange for an investigation.  The member will be informed of the complaint and invited to provide information and respond to the allegations at an Executive meeting.  

If the investigation determines that the member contravened club rules and/or endangered the safety of themselves or others, the Executive will direct the president to take disciplinary action. 

A decision on the member in question must be finalized within one month of receipt of the request and must include notice to the member.       

12.3        Disciplinary actions are set out in club bylaws and consist of a range of penalties including the immediate revocation of membership and banning the person from future membership in the club.

               

13.0        PROTECTION and INDEMNITY of DIRECTORS and OFFICERS

               13.1  Limitation of Liability 

                No director or officer of the club shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee or for any loss, damage or expense happening to the club or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any moneys, securities or effects of the club shall be deposited or for any loss occasioned by any error of judgment or oversight on such director’s or officers’ part or for any loss, damage or misfortune which may happen in the execution of duties of such director’s or officer’s office or in relation, thereto. 

Nothing herein shall relieve any director or officer from the duty or act honestly and in good faith with a view to the best interests of the club and to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

 13.2  Indemnities to Directors and Officers

                Every director, officer and committee member of the club and their heirs, successors, executors, administrators and estate and effects, respectively, shall be indemnified and saved harmless out of the funds of the club, from and against:

a)        all costs, charges and expenses whatsoever that are sustained or incurred by the director, officer or committee member, in or about any action, suit or proceeding that is brought, commenced or prosecuted against that person for or in respect of any act, deed, matter or thing whatsoever done or permitted by the person in or about the execution of the duties of his or her office, and

b)        all other costs, charges and expenses that are sustained or incurred by the director, officer or committee member in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by the willful negligence or debt of the director, officer, or committee member.

 

 

 

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