Bylaws

Section 2.1 – Memberships

Memberships in The Club are non-transferable and shall be limited to one of the following classes:

2.1.1 – Regular Member

2.1.2 – Associate Member

2.1.3 – Life Member

Section 2.2 – Regular Member – Membership in The Club shall be open to any person 19 years of age or older having an interest in boating on Great Slave Lake.

Upon satisfactory completion of the application form, acceptance by the Board of Directors and payment of the prescribed annual dues, the applicant becomes a Regular Member of The Club and shall have one voting right. Proxy voting on all matters is permissible by appointing their voting rights to any Officer or other Regular Member in writing. All Regular Members are entitled, subject to TheClub’s Bylaws and Regulations, amenities and privileges of The Club unless:

2.2.1 – his/her annual fees or dues are overdue or

2.2.2 – his or her membership is suspended or terminated.

Section 2.3 – Associate Member

Membership in The Club shall be open to any person upon recommendation by the Board of Directors through a Regular Member of The Club in good standing and upon acceptance and the payment of the prescribed annual dues. Such individuals shall be designated Associate Members. An Associate Member shall have full access to The Club and related facilities but are not entitled to vote or hold office within The Club.

Section 2.4 – Life Member

Membership in The Club shall be open to any past Regular Member upon recommendation by the Board of Directors by a Regular Member and acceptance by two thirds of the Regular Members of The Club in attendance at the AGM. Such individuals shall be designated Life Members. A Life Member shall have full access to The Club and related facilities but are not entitled to vote or hold office within The Club.

Section 2.5 – Term of Membership

The term of a Regular and Associate Member shall be from May 1st of one year, to April 30th of the following year.

Section 2.6 – Cessation of Membership

Membership in The Club will cease:

2.6.1 – two weeks from delivery to the Purser, written notice

of withdrawal from The Club;

2.6.2 – for non-payment of membership dues;

2.6.3 – upon suspension or expulsion under the Regulations or

2.6.4 – death.

Article 3 – Meetings

Section 3.1 – Annual General Meeting (AGM)

The AGM of The Club shall be held prior to April 30th at a time and place designated by the Board of Directors. Fourteen days advance notice shall be given to all Regular Members prior to the meeting. The purpose of the meeting is to elect officers of The Club for the ensuing year and for the transaction of such other business as may be properly brought before the meeting. During the AGM, the Commodore shall give a status report of The Club and all major projects undertaken during the past year as well as having a detailed accounting of the finances of The Club from the previous year available for the inspection by the Regular Members. Ten Regular Members in good standing will constitute a quorum. All meetings shall be conducted in accordance with Roberts Rules of Order. All business of the AGM shall be recorded in the form of minutes and distributed to the Regular Members in a timely fashion.

Section 3.2 – Special Meetings (SM)

Special Meetings of The Club may be called at any time by the Board of Directors or by written request signed by at least 10 of the Regular Members in good standing. Such written requests shall be delivered to the Commodore and shall state the purpose for which the meeting is requested. The Commodore will hold the Special Meeting no later than fourteen days following the request. Advertising for the Special Meeting will take place no less than seven days prior to the meeting. All meetings shall be conducted in accordance with Roberts Rules of Order. All business of any Special Meeting shall be recorded in the form of minutes and distributed to the Regular Members in a timely fashion.

Article 4 – Board of Directors

Section 4.1 – Board

The Board of Directors shall consist of up to eight (8) persons who will consist of the Commodore, Past Commodore (non-voting), Vice-Commodore, Purser, The Club Steward and three (3) Directors at large. The Board of Directors will not receive remuneration for their service to The Club.

Section 4.2 – Meetings

The Board of Directors shall meet at such time and place as determined by the Commodore or when any three Directors determine there is sufficient business to justify a meeting. Each member of the Board will be given at least three days notice prior to the meeting. A quorum shall consist of four voting Board members.

Section 4.3 – Authority

The Board of Directors shall have full authority to conduct the business and affairs of The Club. Single purchases in the amount of $20,000 or more must be approved by 30% of the Regular Members of The Club prior to the purchase being made. The Board of Directors can enact Regulations under these bylaws to deal with specific issues including but not limited to, annual fees, Boating requirements such as insurances, licenses etc., and other issues they deem appropriate. All Regulations will be distributed to the Regular Members but do not need a vote for approval. All other business shall be reported to the membership on a timely basis.

Article 5 – Committees

Section 5.1 – Committees

The Board of Directors may appoint, as they see fit, committees for the purpose of assisting in conducting The Club business. Such committees will report back to the Board of Directors as directed by the Commodore.

Article 6 – Officers

Section 6.1 – Officers

The officers of The Club shall consist of the Commodore, Vice Commodore, and Purser. Voting by the Regular Members for these positions will take place yearly at the AGM. In the event there is more than one candidate for a position, voting will be done by way of secret ballot as designated by the nominating committee.

Section 6.2 – Duties of the Commodore

The Commodore shall preside at all meetings of The Club and the Board of Directors and shall have general supervision of the activities of The Club. The Commodore shall appoint committee chairpersons as required, shall execute the Regulations, Policies and directions of the Board of Directors, and shall impartially enforce the Bylaws and Regulations of The Club. The Commodore shall be the Chief Executive Officer of The Club and as such have full signing authority for approved contracts and banking transactions. Should the need arise, the Commodore, by way of a vote will be the tie breaker at all Board of Director meetings. The term of the Commodore will be for one year to a maximum of two consecutive terms.

Section 6.3 – Duties of the Vice-Commodore

The Vice-Commodore shall assist the Commodore in his/her duties, and, in the absence of the Commodore exercise all duties of the Commodore. In the event the Commodore resigns from office, the Vice-Commodore shall assume the position for the remainder of the term. The term of the Vice Commodore will be for one year to a maximum of two consecutive terms.

Section 6.4 – Duties of the Purser

The Purser shall be responsible for collecting fees as outlined in the Regulations and shall be accountable for all funds of The Club, shall maintain all financial accounts as determined by the Board of Directors, and report all financial transactions to the Board of Directors in a timely fashion. At the AGM, the Purser will report to all Regular Members the financial status of The Club. The Purser is also the keeper of The Club seal and custodian of the minutes of the society’s meetings. The term of the Purser will be for one year to a maximum of two consecutive terms.

Section 6.5 – Duties of the Steward

The Steward shall keep the clubhouse in a presentable state and maintain stock of all items required to service the needs of the Members.

Section 6.6 – Duties of the Directors

The Directors at large will assist the Commodore and Vice-Commodore, when required, in the day-to-day operation of The Club.

Section 6.7 – Removal and Vacancies

Any officer or member at large of the Board of Directors may be removed from office by a majority vote of the Regular Members at a Special Meeting called pursuant to Section 3.2 of the Bylaws. Any vacancy so created (or in the event of death, disability or resignation) may be filled from the remaining members of the board for the positions of Commodore, Vice Commodore and Purser or by appointment from the Regular Members for the vacant position of Director at Large or Steward for the remainder of the term.

Article 7 – Finances

Section 7.1 – Dues

Regular and Associate Members shall pay membership dues of a specified sum on or before a specific date as noted in the Regulations which shall be recommended by the Board of Directors and approved by the members at the AGM.

Section 7.2 – Signing Authority

The business of The Club, including settling accounts and financial disbursements, shall be carried out with two (2) of three (3) signing authorities which shall comprise of the Commodore, the Purser and one other board member as determined by the Board of Directors. No act or omission by a Director shall render him or her personally liable if such an act was done in good faith. This does not include criminal acts.

Section 7.3 – Fiscal Year

The fiscal year of The Club shall be from January 1st to December 31st of each year.

Section 7.4 – Borrowing Powers

The Board of Directors may borrow on behalf of The Club, money in an amount up to but not greater than $10,000.00 on the security of a promissory note signed by the Commodore and Purser on behalf of The Club to meet contingencies which may arise. The Commodore and Purser acting in good faith will not be personally liable for their actions in borrowing. In the event of a need to borrow in excess of $10,000.00, at the AGM or at a Special Meeting as outlined in Section 3.2 of the bylaws and with approval of 30% of the Regular Members, sufficient funds for a specific purpose may be borrowed.

Section 7.5 – Audit

A financial audit of The Club is not required each year. However, if for whatever reason it has been determined that a financial audit is required, it shall be ordered by the Board of Directors or approved by 30% of the Regular Members of The Club at an AGM or Special Meeting. The financial records of The Club are available for review to and by any Regular Member in good standing at a time and place convenient with the Purser.

Section 8 – Authorities

Section 8.1 – Bylaws

Subject to the Societies Act of the NWT, the Bylaws of The Club may be rescinded, altered, or added to at the AGM or by a resolution at a Special Meeting. Such acts will take effect once registered with the Registrar of Societies for the NWT.

Section 8.2 – Regulations

The Board of Directors can enact Regulations under these bylaws to deal with specific issues including but not limited to, annual fees, boating requirements such as insurances, licenses etc., and other issues they deem appropriate. All Regulations will be distributed to the Regular Members but do not need a vote for approval.

Section 8.3 – Interpretation

So far as applicable, the Interpretation Act of the NWT shall govern the interpretation of the bylaws and the regulations of The Club. In case of any question arising as to the interpretation of the Bylaws or Regulations of The Club, the Commodore shall make a ruling which can only be appealed to the Territorial Court.