GREAT LAKES
CURLING ASSOCIATION, INC.
BY-LAWS
SECTION
1 - DEFINITIONS
Whenever
the following words capitalized in this Section are used herein, they shall
denote the person(s) or organization(s) indicated and/or shall have the meaning
set forth in this paragraph:
1. GLCA: The
2. REGION
or REGIONAL: The territorial limits of
the states of
3. USCA: The
4. USOC: The
5. CURLING
CLUB or CURLING CLUBS: Any group of
curlers sharing a common curling facility.
6. CURLER
or CURLERS: Any individual who is an
athlete involved in the sport of curling, or any a coach, trainer, manager,
administrator, or official active in the sport of curling.
7. MEMBER
CLUB: Any curling club or organization
that is a member of the GLCA and which conducts curling programs or activities
within the REGION.
8. MEMBER or MEMBERS: Any curler who belongs to a MEMBER CLUB.
9. ANNUAL
MEETING: The meeting of the
elected or appointed Directors of the GLCA from the various MEMBER CLUBS held
the first Saturday in May of each year.
SECTION
2 - NAME
The
name of this association shall be the “Great
Lakes Curling Association, Inc.”
SECTION
3 - STATUS
The
GLCA:
·
is a
not-for-profit corporation, duly incorporated under the laws of the State of
·
is the governing
body for the sport of curling within the REGION;
·
is autonomous in
the governance of its sport within the REGION;
·
independently
determines and controls all matters central to such governance, does not
delegate such determination and control, and is free from outside restraint;
·
is a member of
the USCA;
·
is prepared to
meet the obligations imposed upon it by the USCA, the national governing body,
under Article VII, Sections One and Two, of the Constitution of the USOC; and
·
notwithstanding
any other provision of these By-Laws, shall not carry on any activities not
permitted to be carried on by a corporation exempt from Federal Income Tax
under 501-C-3 of the Internal Revenue Code.
SECTION
4 - PURPOSE
·
To promote the
game of curling and coordinate the efforts of the MEMBER CLUBS within the
REGION;
·
To maintain
friendly relations and affiliations with other state and regional CURLING CLUBS
or organizations;
·
To represent CURLERS
within the REGION in any national or international discussions;
·
To nominate the REGIONAL
“member-elected” directors who will represent the GLCA at the USCA;
·
To conduct, organize
and coordinate within the REGION entrance into all national men’s, ladies, mixed,
junior and college curling competitions;
·
To foster
national and international amateur sport competition within the meaning of
501-C-3 of the Internal Revenue Code, as amended.; and
·
To carry out such
other objectives as are deemed to be in the best interests of the game of
curling as may, from time to time, be approved by a majority of the MEMBER
CLUBS.
SECTION
5 - MEMBERSHIP
A. Any CURLING CLUB that is a MEMBER CLUB
or seeks to be a MEMBER CLUB shall meet and/or adhere to all of the following
requirements:
·
be located within
the REGION;
·
abide by the
rules of play adopted by the USCA or any variation thereof approved by the
GLCA;
·
support, in both
word and action, the policies, goals and programs of the GLCA;
·
select its
MEMBERS without regard to race, color, religion, age, sex or national origin;
·
promote the game
of curling within its area;
·
not engage in any
activity that would endanger the tax exempt status of the GLCA under the
Internal Revenue Code Section 501-C-3;
·
pay the annual
membership fee to the GLCA as set by the GLCA’s Board of Directors; and
·
pay the annual
membership fee to the USCA as set by the USCA’s Board of Directors.
SECTION
6 - MEETINGS/NOTICE/VOTING
A. Stated
Meetings: The Directors,
elected or appointed from the various MEMBER CLUBS, shall meet, at a minimum,
twice each calendar year on the first Saturday in May, which shall be the
ANNUAL MEETING, and the last Saturday in September unless said meeting dates
are changed for good cause by a majority vote of the Directors.
B. Special
Meetings: A special meeting of
the Directors may be called at any time upon at least thirty (30) days written
or electronic notice by the President, Vice President, Secretary or Treasurer
of the GLCA or any five (5) Directors.
C. Notice of the stated meetings or any special
meeting shall be mailed or sent by electronic mail at least thirty (30) days
prior to the scheduled date of the meeting to each Director at his or her address
as it appears in the Secretary’s most recent record, stating the time and place
of the meeting. The notice of a special meeting of the Directors shall, also,
state the purpose for which such meeting is called.
D. Any ANNUAL MEETING may act on any
proposal included in the notice of the meeting, and in addition thereto, any
other proposal except a proposal for which special notice is required by
statute.
E. At any meeting of the Board of
Directors each MEMBER CLUB shall be entitled to one (1) vote for each Board Member
representing such MEMBER CLUB provided that the MEMBER CLUB is current in its
dues payment to the GLCA. The number of Directors allotted to each MEMBER CLUB shall
be certified annually by the Treasurer of the GLCA. Except as otherwise provided
by statute or by these By-Laws, a majority of the votes represented at the
meeting, in person or by proxy, shall be sufficient to adopt or reject any
proposal and confirm each Director. A Director shall be deemed to be present if
that Director is present on a conference video or telephone call where such
Director can hear all of the proceedings and be heard by all of the other
Directors present at the physical location of the meeting.
F. Fifty percent (50%) of the members of
the Board of Directors, present or represented by proxies received in writing,
by email or by facsimile, shall constitute a quorum for the transaction of
business. A Director shall be deemed to be present if that Director is present
on a conference video or telephone call where such Director can hear all of the
proceedings and be heard by all of the other Directors present at the physical
location of the meeting.
SECTION
7 - APPLICATION PROCESS
A. The procedure for applying for
membership in the GLCA shall be as follows:
·
Submission of a
written application, in the form prescribed by the GLCA from time to time, to
the Secretary of the GLCA at least sixty (60) days prior to the ANNUAL MEETING or
the regularly scheduled stated meeting of the GLCA held the last Saturday in
September each year;
·
Said form shall:
·
contain a request
for membership in the GLCA;
·
contain the names
and addresses of all the CURLERS represented by the applicant;
·
contain a copy of
the applicant’s Articles of Incorporation/Charter and By-Laws;
·
contain a
statement that the applicant will actively participate in the conduct of the
affairs of the GLCA and will abide by rules and regulations of the GLCA;
·
contain such
other information as the GLCA may require, from time to time; and
·
be executed by
the Secretary of the applying member organization and contain the name of the
organization.
B. The
election to membership shall be:
(i) by the affirmative vote of a majority
of the Directors representing the MEMBER CLUBS, in person or by proxy, at the ANNUAL
MEETING or at the regularly scheduled stated meeting held the last Saturday in
September each year; or
(ii) by
the affirmative vote of a majority of the Directors representing the MEMBER
CLUBS, in person or by proxy, at a special meeting called for the purpose of
acting on such application subject to confirmation at the ANNUAL MEETING; and
(iii) subject
to the payment of the first year’s dues.
SECTION
8 - BILL OF RIGHTS AND ELIGIBILITY FOR COMPETITION
A. Membership in a MEMBER CLUB provides
equal opportunity to athletes, coaches, trainers, managers, administrators, and
officials to participate in athletic competition, without discrimination on the
basis of race, color, religion, age, sex, or national origin.
B. Any MEMBER shall be entitled to notice
and a hearing before a Board of Review before being declared ineligible to
participate in a competitive event sanctioned by the GLCA. The Board of Review shall
consist of the President of the GLCA and two (2) other Directors of the GLCA appointed
by the President. The GLCA and the complaining MEMBER may be represented by
counsel or by any other duly authorized representative at the hearing of the
Board of Review. The Board of Review proceedings shall be conducted in
accordance with the Rules and Regulations of the USCA. Notice of the time and
place of such hearing shall be in writing and given to such MEMBER at least
then (10) days prior to the date of the hearing. The hearing shall be held
within twenty five (25) miles of the MEMBER CLUB of such MEMBER as listed in
the most current records of the GLCA. The determination of eligibility by the
Board of Review shall be based upon the rules of eligibility of the GLCA, as
promulgated from time to time, which rules shall not be more restrictive than
the eligibility rules of the USCA. After hearing by the Board of Review, if the
MEMBER being declared ineligible feels that he or she has been wronged in the interpretation
and application of the USCA Rules by the Board of Review such MEMBER shall have
the right to appeal such determination to the full Board of Directors of the
GLCA pursuant to the appellate procedures set forth in Section 9 hereof.
SECTION
9 - RIGHT OF APPEAL
Any
MEMBER who feels that he or she has been wronged in the interpretation or
application of the Rules of Eligibility of the USCA by the Board of Review has
the right to appeal such determination, but only in the following manner:
·
The complaining MEMBER
shall submit a written complaint to the President of the GLCA stating clearly his
or her grievance and all facts relating thereto.
·
The President,
within thirty days (30) after receipt of the complaint, shall then present the
complaint to the entire Board of Directors of the GLCA for review and final
ruling at the Board’s next scheduled stated meeting or at a special meeting
called by the President for the purpose of reviewing said complaint.
·
The decision of
the Board of Directors shall be rendered in writing to the complaining MEMBER
no later than ninety (90) days after the date that the written complaint was
received by the President.
·
If the
complaining MEMBER is dissatisfied with the decision of the Board of Directors,
then the complaining MEMBER may appeal such determination to the USCA, pursuant
to the rules of said USCA.
SECTION
10 - DUES
Each
MEMBER CLUB shall pay annual dues for each of its MEMBERS for the current year
in an amount to be fixed by the Board of Directors of the GLCA, from time to
time. Each MEMBER CLUB shall attach to
its dues payment a copy of the MEMEBR CLUB’s USCA current Membership Summary.
SECTION
11 - RESIGNATION/REINSTATEMENT
A. A MEMBER CLUB may resign from the GLCA,
at any time, by filing a written letter of resignation with the Secretary of
the GLCA. However, such resignation shall not relieve the MEMBER CLUB of its
obligation to pay any accrued and unpaid dues, assessment or other charges.
B. A MEMBER CLUB may request reinstatement
in the GLCA by filing a written letter to that effect, signed by a duly elected
officer of the former MEMBER CLUB, with the Secretary of the GLCA. The Board of
Directors of the GLCA shall vote upon such request at the Board’s next
scheduled stated meeting or at a special meeting called by the President or
Secretary for the purpose of acting upon such request. Reinstatement shall
require the affirmative vote of a majority of the Directors. Also,
reinstatement shall be subject to the full payment by the former MEMBER CLUB of
any and all accrued and unpaid dues, assessments or other charges and compliance with any other terms or
conditions that the Board of Directors may deem appropriate.
SECTION
12 - DIVIDENDS
No
dividend shall be paid and no part of the income of the GLCA shall be
distributed to any MEMBER, MEMBER CLUBS, Directors or Officers. The GLCA may,
however, pay compensation in a reasonable amount to any MEMBER, MEMBER CLUBS,
Directors or Officers for services rendered to the GLCA and may confer benefits
upon any MEMBER or MEMBER CLUBS in conformity with its purposes. Distribution of
the assets of the GLCA upon dissolution and final liquidation shall be made in
accordance with the provisions of Section 181.51 of the Michigan statutes, as
now or hereafter amended, except that MEMBERS or MEMBER CLUBS shall not
participate in such distribution except to vote on a plan of distribution under
the provisions of Section 181.52 of the Michigan statutes.
SECTION
13 - BOARD OF DIRECTORS - GENERAL POWERS/NUMBER/TENURE
A. The Board of Directors shall:
·
have the control
and management of the affairs and events of the GLCA;
·
be elected
without regard to race, color, religion, age, sex or national origin; and
·
elect director or
directors to the Board of Directors of the USCA in accordance with the By-Laws
of the USCA at its September stated meeting, immediately preceding the first
year of the term of office for said USCA director or directors.
B. Each Director shall, at the time of his
or her election and at all times during his or her term of office, be a MEMBER
in good standing of a MEMBER CLUB.
C. Each MEMBER CLUB shall be entitled to
representation on the Board of Directors of the GLCA in accordance with the
following table:
|
Number
of MEMBERS of a MEMBER CLUB in
good standing during the previous curling season as represented on the rolls
of the GLCA |
Number
of GLCA Directors allotted to each MEMBER CLUB |
|
|
|
|
1-39 |
1 |
|
40-59 |
2 |
|
60 or greater |
3 |
D.
The Secretary of
the GLCA, on or before January 15th of each year, shall request in
writing from each MEMBER CLUB its selection of its elected Director or
Directors, whose election is to be confirmed at the ANNUAL MEETING. The
Secretary shall present at the ANNUAL MEETING the names of the MEMBER CLUB’S selected
Directors for recordation on the rolls of the GLCA. It shall be the
responsibility of each MEMBER CLUB to keep their allocated Director position or
positions filled.
SECTION
14 - OFFICERS
The
principal Officers of this GLCA shall consist of a President, a Vice President,
a Secretary, and a Treasurer. Such other
officers and/or assistant officers as the Board of Directors may be deem
necessary may be appointed by the Board of Directors to serve at its pleasure.
SECTION
15 - OFFICERS - NOMINATION, ELECTION AND TERM OF OFFICE
1. Nominations for the principal Officers shall be solicited by
the Secretary in writing or by electronic mail from all Directors at least ninety
(90) days prior to the ANNUAL MEETING at which the elections are to be held. All
nominations submitted to the Secretary will be included with the meeting notice
for the ANNUAL MEETING and submitted to the Board of Directors at such meeting.
2. The Board of Directors at the ANNUAL MEETING shall, also,
ask for any additional nominations from the floor which may be submitted either
in person or in writing at the ANNUAL MEETING; however, no nomination shall be
considered if submitted by a voting Director except in accordance with
subparagraph 1. above.
3. All nominations submitted, whether in accordance with
subparagraphs 1. or 2. above shall be given equal consideration.
4. The principal Officers of the GLCA shall be elected
biannually by the Board of Directors at the ANNUAL MEETING. If the election of Officers shall not be held
at the ANNUAL MEETING, such election shall be held as soon thereafter as it is
conveniently possible.
5. The term of office shall be for two (2) years, and
coincident with the fiscal year of the GLCA.
6. A vacancy in any office for any reason may be filled for the
unexpired portion of the term, or new offices created and filled, at any
meeting of the Board of Directors. Each Officer shall hold office until his
successor shall have been duly elected and shall have qualified.
7. Any Officer or agent elected or
appointed by the Board of Directors may be removed by a vote of two-thirds
(⅔) of the Board of Directors whenever in its judgment the best interests
of the GLCA would be served thereby.
SECTION
16 - PRESIDENT
The
President shall:
·
be the principal
executive Officer of the GLCA;
·
supervise and
control all of the business and affairs of the GLCA;
·
preside at all
meetings of the GLCA;
·
individually execute
any contract, agreement, or instrument necessary for the conduct of the
business of the GLCA as authorized and approved by the Board of Directors;
·
perform all
duties incident to the office of President and such other duties as may be
prescribed, from time to time, by the Board of Directors.
SECTION
17 - VICE PRESIDENT
The
Vice President shall:
·
perform the
duties assigned to him or her, from time to time, by the Board of Directors;
and
·
in the absence of
the President or in the event of the President’s inability or refusal to act,
perform the duties of the President and when so acting shall have all of the
powers and authority of the President.
SECTION
18 - TREASURER
The
Treasurer shall:
·
have a bond for
the faithful discharge of his or her duties in such sum and with such surety or
sureties as the Board of Directors shall determine, from time to time;
·
have charge and
custody of and be responsible for all funds and securities of the GLCA;
·
receive and give
receipts for monies due and payable to the GLCA from any source whatsoever;
·
deposit all such
monies in the name of the GLCA in such banks, trust companies or other
depositories as shall be selected by the Board of Directors; and
·
perform all of the
duties incident to the office of Treasurer and such other duties as, from time
to time, may be assigned to him or her by the Board of Directors.
SECTION
19 - SECRETARY
The
Secretary shall:
·
keep the minutes
of the meetings of the of the Board of Directors in one or more books provided
for that purpose;
·
see that all
notices are duly given in accordance with the provision of these By-Laws or as
required by law;
·
be custodian of
the records and seal of the GLCA and see that the seal of the GLCA is affixed
to all documents, the execution of which on behalf of the GLCA under its seal
is duly authorized in accordance with the provisions of these By-Laws;
·
keep a register
of the post office address, telephone number and email address of each Director
which shall be furnished to the Secretary by each Director; and
·
perform all of
the duties incident to the office of Secretary and such other duties as, from
time to time, may be assigned to him or her by the Board of Directors.
SECTION
20 - ASSISTANT TREASURERS AND ASSISTANT SECRETARIES
The
Board of Directors may appoint, from time to time, assistant treasure or
treasurers and an assistant secretary or
secretaries as the Board deems necessary or advisable. If required by the Board
of Directors, any assistant treasurer(s) shall give bond for the faithful
discharge of their duties in such sums and with such sureties as the Board
shall determine. Any assistant treasurers and/or assistant secretaries shall
perform such duties as shall be assigned by them by the Treasurer or Secretary,
respectively, or by the Board of Directors.
SECTION
21 - EXECUTIVE COMMITTEE
The
Executive Committee shall consist of the four (4) principal Officers plus one
(1) additional Director to be elected by the Board of Directors. The Executive
Committee shall decide any issue where time is of the essence and it is
impractical to wait to present such issue to the entire Board of Directors at
its next regularly scheduled meeting or to call for a special meeting of the
Board of Directors or to otherwise poll the entire Board of Directors. All
decisions of the Executive Committee shall be reviewed and either ratified or
rejected by the full Board of Directors at its next regularly scheduled
meeting.
SECTION
22 – USCA REGIONAL DIRECTORS
1. The Board of Directors shall nominate,
from time to time, REGIONAL “member-elected” directors who will represent the
GLCA at the USCA so that at all times the GLCA has its full allotment of REGIONAL
“member-elected” directors. Nominees for the position of REGIONAL
“member-elected” director need not be a member of the GLCA Board of Directors
but must be a MEMEBR in good standing.
2. Nominations for the REGIONAL “member-elected” directors shall
be solicited by the Secretary in writing or by electronic mail from all Directors
at least ninety (90) days prior to the ANNUAL MEETING at which such nominations
are to be made. All nominations submitted to the Secretary will be included
with the meeting notice for the ANNUAL MEETING and submitted to the Board of
Directors at such meeting.
3. The Board of Directors at the ANNUAL MEETING shall, also,
ask for any additional nominations from the floor which may be submitted either
in person or in writing at the ANNUAL MEETING; however, no nomination shall be
considered if submitted by a voting Director except in accordance with
subparagraph 2. above.
4. All nominations submitted, whether in accordance with
subparagraphs 2. or 3. above shall be given equal consideration.
5. The term of office for a REGIONAL “member-elected” director shall
be three (3) years as prescribed by the USCA. The terms for the GLCA’s REGIONAL
“member-elected” directors shall not run concurrently.
6. A vacancy, for any reason, may be filled for the unexpired
portion of the term at any meeting of the Board of Directors. Each REGIONAL
“member-elected” director shall hold office until his or her successor shall
have been duly nominated and accepted by the USCA.
7. Any REGIONAL “member-elected” director may
be removed by a vote of two-thirds (⅔) of the Board of Directors whenever
in its judgment the best interests of the GLCA would be served thereby.
SECTION
23 - BOOKS AND RECORDS
The
GLCA shall keep correct and complete books and records of account and minutes
of all of its proceedings. The books and records of the GLCA may be inspected
by any MEMBER CLUB or its agent or attorney, upon written request, for any
proper purpose at any reasonable time.
SECTION
24 - FISCAL YEAR
The
fiscal year of the GLCA shall begin on the first day of May and end on the last
day of April of each year.
SECTION
25 - AMENDMENTS TO BY-LAWS
These
By-Laws may be repealed or amended, in whole or in part, by a vote of two-thirds
(⅔) of the Board of Directors. However, no such changes in the By-Laws
shall be adopted unless the Directors shall have been notified in writing of
the subject of the proposed change by letters mailed or by electronic mail sent
at least thirty (30) days prior to the date of the meeting at which such
changes are to be considered; or unless each such Director not so timely notified
shall execute a waiver of such notice.
SECTION
26 - AMENDMENTS TO ARTICLES OF INCORPORATION
The
Articles of Incorporation for the GLCA may be amended in whole or in part by a
two thirds (⅔) vote of the Board of Directors. However, no such changes
in the Articles shall be adopted unless the Directors or MEMBER CLUBS shall
have been notified in writing of the subject of the proposed change by letters
mailed or telegrams sent at least thirty (30) days prior to the date of the
meeting at which such changes are to be considered; or unless each such
Director or MEMBER CLUBS, as the case may be, not so timely notified shall
execute a waiver of such notice.
SECTION
27 - INDEMNIFICATION
The
GLCA shall defend, indemnify and hold harmless each of its Directors and
Officers from and against any and all claims, charges and expenses which he or
she incurs as a result of any action or lawsuit brought against such Director
or Officer arising out of the latter’s performance of his or her duties on
behalf of the GLCA, unless such claim or expense was caused by a fraud or
willful neglect on the part of said Director or Officer.
APPROVED
AMENDED
AMENDED
AMENDED
AMENDED
MAY, 2008