FORM 3

SOCIETY ACT

CONSTITUTION

TIGER BOXING CLUB

 

1. The name of the society is Tiger Boxing Club (the “Society”).

 

2. The purposes of the Society are as follows:

 

Vision

Tiger Boxing Club shall:

2.1      maintain and promote excellence in the sport of boxing;

2.2      maintain and promote excellence in boxing as an art of self defence;

2.3      recognize and support the goals of each individual member and provide opportunities to instill in members the confidence, self-esteem, respect for others, discipline, and sportsmanship to benefit all stakeholders in the communities.

 

Mission

Tiger Boxing Club shall:

2.4      provide all British Columbia citizens and residents access to and participation in the opportunities, programs, and activities of amateur boxing;

2.5      regulate boxing activities within this Society under its Articles and Rules

2.6      co-operate with governments and with other registered charities, associations, clubs, federations, councils, or organizations established with similar Visions and/or Articles, to those of this Society and established legally under the law of that country;

 

Values

2.7      Opportunities shall be positive, enjoyable, and educational in an environment free from harassment and abuse;

2.8      Participation shall be devoted to safety, physical conditioning, cultural awareness, and character-building;

2.9      Respectful communication shall be honest and open – addressing issues in a professional and un-biased manner, and;

2.10   Integrity, sportsmanship, and excellence shall produce positive results in all areas of well-intentioned participation.

 

Dissolution

 

3. In the event of the winding-up or dissolution of the Society, all the assets of the Society remaining after the payment or satisfaction of its liabilities, including the remuneration (if any) of a liquidator, payment to employees of the Society of any arrears of salaries or wages, and payment of any debts of the Society, must be given to organizations that are registered charities as described in the Income Tax Act (Canada) and that:

(1)  have purposes similar to those of the Society, or

(2)  are designated by the members of the Society, at the time of winding-up or dissolution.

 

These provisions are alterable.

 

 

 

BYLAWS

TIGER BOXING CLUB

 

Part 1 - Interpretation

 

1.1       In the constitution and these bylaws:

 

1.1.1      “Act” means the Society Act;

1.1.2      “AGM” means an annual general meeting;

1.1.3      “Articles” means the rules governing the Society as set out in Articles and Rules (also known as Articles and Rules with Medical Rules, Governing Amateur Boxing in British Columbia), as approved by The Canadian Amateur Boxing Associations (CABA) and Amateur International Boxing Association (AIBA). Should a conflict in rule be encountered, those Articles approved by AIBA and CABA shall prevail, not withstanding the laws of the country.

1.1.4      “Authority” of the Society shall be the entire province of British Columbia, Canada and can be expanded to any parts of the world as required for boxing related activities, such as, seminars and competitions;

1.1.5      “Board” or “Board of Directors” means the directors of the Society for the time being, acting as a body;

1.1.6      “director” means a director of the Society;

1.1.7      “general meeting” includes an AGM and a special general meeting;

1.1.8      “member” means a member of the Society;

1.1.9      “registered address” means a member’s address as recorded in the register of members;

1.1.10   “Society” means Tiger Boxing Club;

1.1.11   “special resolution” and “ordinary resolution” have the meaning given to them in the Act;

1.1.12   “written” means any mode of representing or reproducing words in written form, including printing, lithography, typewriting, photography, e-mail, and fax;

1.1.13   the singular includes the plural and vice versa, and;

1.1.14   persons include corporations and associations.

 

1.2       The definitions in the Act on the date these bylaws become effective apply to these bylaws.

 

1.3       Each member is entitled to, and the Society must on request give the member, a copy of the constitution and bylaws upon payment of a fee determined by the Board.

 

1.4       Except for those provisions that are stated as unalterable, the constitution and bylaws can only be amended by special resolution.

 

Part 2 - Membership

 

2.1       The members of the Society are the applicants and those persons who subsequently become members in accordance with these bylaws and who, in either case, have not ceased to be members.

 

2.2          Applications for membership must:

2.2.1      be in writing and in a form approved by the Board, and

2.2.2    include, as a minimum, the full name, home address, e-mail address, and telephone number of the applicant.

2.3       There are four categories of members: Associate, Coach, Competitor, Recreational Member, and Honourary (see Articles and Rules for details)

2.3.1    An Associate member is a corporation or association that supports the goals of the Society;

2.3.2    A Coach is a second or an assistant second for a Competitor Boxer;

2.3.3    A Competitor is a member who spars and competes in boxing tournaments;

2.3.4    A Recreational Member is a person who participates for fitness and knowledge and does not spar nor compete in tournaments;

2.3.5    An Honourary Member is a person who has made an extraordinary contribution to the Society, and is appointed for life by resolution of the Board. An Honourary Member pays no further membership dues or fees. This membership carries no voting rights and can be revoked at any time for cause.

 

2.4.1    A person, corporation or association (sojourning/living/operating within the province of British Columbia) willing and interested in the promotion of the Society and willing to comply with and abide by all rules, regulations, constitution and bylaws and operating policies of the Society, may apply to the Society for membership, and on acceptance by the Board becomes a member;

2.4.2    The Board may in its sole discretion approve, postpone, or refuse an application for membership, and determine the category of member which an applicant may join;

2.4.3    An application for membership received with an annual membership fee for the current year, as set by the Board of the Society and published in the Operating Policy, shall be required for a member to be in good standing;

2.4.4    Annual membership dues and the date for their payment must be set by the Board in the Operating Policy.

 

2.5.1    Membership is not transferable;

2.5.2    Membership must be renewed annually, by or before a date set by the Board, maintained in the Operating Policy;

2.5.3    The Society must send a membership renewal notice to all members not less than 30 days before the date on which membership must be renewed.

 

2.6       Every member and director must comply with:

(1)   the Act,

(2)               the constitution and bylaws of the Society,

(3)   any rules and policies made by the Board, and

(4)   any rules of order governing the conduct of general meetings and of meetings of the Board.

 

2.7       A member ceases to be a member on:

(1)   delivering a written resignation to the Society;

(2)   death;

(3)   having been a member not in good standing for 30 days, or

(4)   being expelled.

 

2.8       A member becomes a member not in good standing on:

(1)   failing to pay a debt due and owing to the Society, or

(2)   not renewing the member’s membership by the date set by the Board under bylaw 2.5.2.

 

2.9.1    A member may be expelled by special resolution.

2.9.2    The notice of a special resolution for expulsion must be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

2.9.3    A member who is the subject of a proposed special resolution for expulsion must be given an opportunity to be heard at the general meeting before the resolution is put to a vote.

2.9.4    A member may be suspended or expelled for conduct substantially prejudicial to the Society, by a resolution of which not less than 50% of the directors then in office are in favour.

2.9.5    The member who is the subject of a proposed directors’ resolution for suspension or expulsion must be given:

(1)   reasonable notice of the meeting at which it will be proposed,

(2)   a brief statement of the reason or reasons for the proposed suspension or expulsion, and

(3)   a reasonable opportunity to be heard at the meeting before the resolution is voted on.

 

Part 3 - Meetings of Members

 

3.1.1    General meetings must be held at the time and place, in accordance with the Act and these bylaws, which the Board decides.

3.1.2    An AGM must be held at least once in every calendar year, and not more than 15 months after the last preceding AGM.

3.1.3    Every general meeting, other than an AGM, is a special general meeting.

 

3.2       The Board may, when it thinks fit, convene a special general meeting.

 

3.3.1    The Board, on the requisition of 10% or more of the members, must convene a special general meeting without delay.

3.3.2    The requisition may consist of several documents in similar form each signed by one or more requisitionists and must:

(1)   state the purpose of the special general meeting,

(2)   be signed by the requisitionists, and

(3)   be delivered or sent by registered mail to the address of the society.

3.3.3    If, within 21 days after the date of the delivery of the requisition, the directors do not convene a special general meeting, the requisitionists, or a majority of them, may themselves convene a special general meeting to be held within four months after the date of delivery of the requisition.

3.3.4    A special general meeting convened by the requisitionists must be convened in the same manner, as nearly as possible, as general meetings are convened by the directors.

 

Part 4 - Notice to Members

 

4.1.1    Notice of a general meeting must be given to all members not less than 14 days before the meeting, and must:

(1)   specify the place, day and hour of meeting, and, in case of special business, the general nature of that business, and

(2)   include any special resolution to be proposed at the meeting.

4.1.2    The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.

 

4.2.1    Notice of a general meeting must be given to:

(1)   every member shown on the register of members on the day notice is given, and

(2)   the auditor, if the Society has resolved or is required to have one.

4.2.2    No other person is entitled to receive a notice of general meeting.

 

4.3       A notice may be given to a member either personally, by mail, by facsimile transmission, or by electronic mail to the member at the member’s address, electronic mail address, or facsimile number, as shown in the register of members.

 

4.4       A member must promptly and in writing notify the Society of any change in the member’s name, home address, electronic mail address, facsimile or telephone numbers. In the case of notice given by facsimile transmission or electronic mail, the member must have consented to notice in that manner.

 

4.5.1    A notice mailed from the Society’s business office is deemed to have been received:

1)    two days after being mailed, if to an address in the Greater Vancouver or Fraser Valley Regional District, or

2)    ten days after being mailed, if to any other address.

4.5.2    A notice sent by facsimile transmission or electronic mail is deemed to have been received 48 hours after being sent.

 

Part 5 - Proceedings at General Meetings

 

5.1.1    The business at an AGM is:

1)    the adoption of rules of order, if required,

2)    minutes of the last AGM,

3)    the report of the Board,

4)    consideration of the financial statements,

5)    the report of the auditor, if any,

6)    appointment of the auditor, if any,

7)    election of directors,

8)    resolutions, if any, and

9)    the other business that, under these bylaws, ought to be transacted at an AGM, or business which is brought under consideration by the report of the Board issued with the notice convening the meeting.

5.1.2    The business at a special general meeting is limited to:

1)    adoption of rules of order, if required, and

2)    that set out in a requisition under bylaw 3.3, if applicable, and

3)    that determined by the Board under bylaw 3.2.

 

5.2.1    Quorum is greater than one half of the total members and must be present at the start of the meeting and during any voting procedures.

5.2.2    No business, other than the election of a Chair and the adjournment or termination of the meeting, can be conducted at a general meeting at a time when a quorum is not present.

5.2.3    If during a general meeting a quorum ceases to be present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

5.3       If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, must be terminated, but in any other case, it stands adjourned to a time and place determined by the Board, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum. Notice of a meeting adjourned under this bylaw need not be given to members who are not present.

 

5.4.1    A general meeting may be adjourned from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

5.4.2    When a meeting is adjourned for fourteen days or more, notice of the adjourned meeting must be given as for the original meeting.

5.4.3    Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

 

5.5.1    The Chair must chair each general meeting.

5.5.2    If the Chair is not present within 15 minutes after the time appointed for a meeting, or is unable or unwilling to act as Chair, the Vice-Chair must be Chair.

5.5.3    If neither the Chair nor the Vice-Chair is present within 15 minutes after the time set for the meeting, or neither of them is able or willing to act as Chair, the members present must elect a person who is present to be Chair.

 

5.6.1    In the case of an equality (or tie) of votes at a general meeting, the Chair does not have a casting or second vote in addition to the vote to which the Chair is entitled to as a member, and the resolution fails.

5.6.2    A resolution proposed at a general meeting must be seconded, and the Chair may move or propose a resolution.

 

5.7.1    Voting is by show of hands, except where otherwise required, or when a ballot is requested by a majority of members present, on a show of hands.

5.7.2    Questions arising at general meetings must be decided by a majority of votes, except where otherwise required.

5.7.3    Each member, except Honourary Members and new members registered within the three months probationary period, in attendance is entitled to one vote.

5.7.4    All members have the right to notice of, to attend, and to speak at a general meeting.

 

5.8.1    Proxy voting is permitted.

5.8.2    A member who is eligible to vote may appoint another such member to act and vote as the member’s proxy at a general meeting.

5.8.3    A member must not hold more than three proxies.

5.8.4    The instrument appointing a proxy must be in the following form, or in any other form that the Board approves:

I, __, of __, hereby appoint __, of __, as my proxy to vote for me and on my behalf at the general meeting of Tiger Boxing Club on the __ day of ___, 20__, and at any adjournment thereof.

Signed at this __ day of ___, 20__ .

5.8.5    A proxy must be received not less than 15 minutes before the time set for the start of a general meeting.

 

5.9       Subject to the Act and these bylaws, a general meeting may adopt rules of order, but if it does not do so, then the most recent edition of Rules of Order must be used.

 

Part 6 – Board of Directors

 

6.1.1    The Board may exercise all the powers of the Society, and do all the things that the Society may do, subject to:

(1)   the constitution and these bylaws, and

(2)   all laws affecting the Society.

6.1.2    No rule made by the Society in general meeting invalidates a prior act of the Board that would have been valid if that rule had not been made.

 

6.2.1    There must be not less than three and not more than nine directors, with the number to be determined by ordinary resolution at the AGM.

6.2.2    The directors must be elected at the AGM, and take office at its adjournment.

6.2.3    A director, and a candidate for election as a director, must:

(1)   be a Member or Honourary Member in good standing,

(2)   be ordinarily resident in British Columbia,

(3)   consent to a criminal record check, and

(4)   not be disqualified from being a director of a company under section 124 of the Business Corporations Act.

6.2.4    An election must be by ballot, unless there is only one candidate for a position, in which case the candidate must be declared to be elected.

6.2.5    All candidates for election as directors must be endorsed by resolution of the Board.

 

6.3       A director ceases to be a director on:

(1)   the end of the director’s term of office, unless the director is re-elected,

(2)   resigning in writing,

(3)   ceasing to be a member in good standing,

(4)   death,

(5)   becoming unable to perform the duties of a director due to physical or mental disability, or

(6)   failing to attend three consecutive meetings of the Board without the authorization of the Board.

 

6.4       No act or proceeding of the Board is invalid only by reason that there are fewer directors in office than the number required by bylaw 6.2.

 

6.5       The members may, by special resolution, remove a director before the expiration of the director’s term of office, and may elect a successor to complete the term of office.

 

6.6.1    The Board may appoint a Member or Honourary Member in good standing as a director to fill a vacancy in the Board.

6.6.2    A director so appointed holds office only until the adjournment of the next AGM, but may be re-elected at that meeting.

 

6.7       Directors must be reimbursed for expenses necessarily and reasonably incurred while engaged in the affairs of the Society.

 

6.8       Subject to court approval, the Society must indemnify a director or former director of the Society, and a director’s heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by the director, in a civil, criminal or administrative action or proceeding to which the director is made a party because of being or having been a director, including an action brought by the Society, if:

(1)   the director acted honestly and in good faith with a view to the best interests of the Society, and

(2)   in the case of a criminal or administrative action or proceeding, the director had reasonable grounds for believing the director’s conduct was lawful.

 

Part 7 - Proceedings of the Board

 

7.1.1    The Board may meet together at the places it thinks fit to dispatch business, adjourn and otherwise regulate its meetings and proceedings, as it sees fit.

7.1.2    Quorum at a meeting of the Board is a majority of directors then in office, but not less than two.

7.1.3    The Chair may at any time, and the secretary, on the request of three directors, must, call a meeting of the Board. Notice is sufficient if properly addressed to every director, and sent by ordinary mail, e-mail or facsimile transmission. Except where notice is waived by all directors, notice of a meeting of the Board must be given at least seven days before the meeting.

 

7.2       Subject to the Act and these bylaws, the Board may adopt rules of order, but if it does not do so then the most recent edition of Robert’s Rules of Order must be used.

 

7.3       When a meeting of the Board is held immediately following the election or appointment of a director or directors, it is not necessary to give notice of the meeting to the new directors for the meeting to be constituted, if a quorum is present.

 

7.4       A director may waive in writing notice of any meeting or meetings of the Board and may at any time withdraw the waiver, and until the waiver is withdrawn:

(1)   no notice of meetings of the Board need be sent to that director, and

(2)   all meetings of the Board, notice of which have not been given to that director are, if a quorum is present, deemed to be valid and effective.

 

7.5.1    Except where otherwise required, questions arising at meetings of the Board and committees must be decided by a majority of votes.

7.5.2    A resolution proposed at a meeting of the Board or a committee need not be seconded, and the Chair of such a meeting may move or propose a resolution.

7.5.3    In the case of an equality of votes at a meeting of the directors, the Chair does not have a casting or second vote in addition to the vote to which the Chair is entitled to as a member, and the resolution fails.

 

7.6       A resolution in writing, signed by all the directors and placed with the minutes of the Board, is as valid and effective as if regularly passed at a meeting of the Board.

 

7.7.1    The Board may as it thinks fit delegate any, but not all, of its powers to committees, and appoint the members and Chair of each committee, but at least one director must be a member of each committee.

7.7.2    A committee must conform to any rules imposed on it by the Board, and must report every act or thing done in exercise of those powers to the next following meeting of the Board after it has been done.

7.7.3    A person who is not a member of the Society may be a member of a committee.

7.7.4    The Chair is an ex-officio voting member of every committee.


Part 8 – Directors’ Duties and Conflicts

 

8.1.1    A director must:

(1)   act honestly and in good faith and in the best interests of the Society, and

(2)   exercise the care, diligence and skill of a reasonably prudent person,

in exercising the powers and performing the functions of a director.

8.1.2    The requirements of this bylaw are in addition to, and not in derogation of, an enactment or rule of law or equity relating to the duties or liabilities of directors of a Society.

 

8.2       Nothing in a contract, the constitution or bylaws, or the circumstances of a director’s appointment, relieves a director from:

(1)   the duty to act in accordance with the Act and the regulations, or

(2)   a liability that by a rule of law would otherwise attach to the director in respect of negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the Society.

 

8.3       A director who is, directly or indirectly, interested in a proposed contract or transaction with the Society must disclose fully and promptly the nature and extent of the interest to each of the other directors.

 

8.4.1    A director referred to in bylaw 8.3 must account to the Society for profit made as a consequence of the Society entering into or performing the proposed contract or transaction:

(1)   unless:

(i)      the director discloses the interest as required by bylaw 8.3,

(ii)     after the disclosure the proposed contract or transaction is approved by the directors, and

(iii)    the director abstains from voting on the approval of the proposed contract or transaction, or

(2)   unless:

(i)      the contract or transaction was reasonable and fair to the Society at the time it was entered into, and

(ii)     after full disclosure of the nature and extent of the interest in the contract or transaction it is approved by special resolution.

8.4.2    A director referred to in bylaw 8.3 must not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved.

 

8.5       The fact that a director is, in any way, directly or indirectly, interested in a proposed contract or transaction, or a contract or transaction, with the Society does not make the contract or transaction void, but, if the matters referred to in bylaw 8.4.1(1) or (2) have not occurred, the court may, on the application of the Society or an interested person, do any of the following:

(1)   prohibit the Society from entering into the proposed contract or transaction,

(2)   set aside the contract or transaction, or

(3)   make any order that it considers appropriate.


Part 9 – Officers

 

9.1.1    The officers are the President, Vice-President (if any), Secretary, Treasurer, and Executive Director (if any), who, acting as a group, are the executive committee. The Board may appoint other directors to the executive committee.

9.1.2    The President, Vice-President (if any), Secretary, Treasurer must be elected by the Board from amongst the directors at its first meeting after the AGM.

9.1.3    The Board may at any time dismiss the President, Vice-President (if any), Secretary, or Treasurer, and elect another director to fill the office.

9.1.4    The Board may elect or appoint or employ such other officers as it deems necessary, and determine their authority and responsibility.

9.1.5    The Executive Director:

(1)   may be appointed by and reports to the Board,

(2)   may also be titled the General Manager,

(3)   is, subject to the direction of the Board, responsible for the operations and management of the Association, and

(4)   is an ex-officio non-voting member of the Board.

9.1.6    The Board must by resolution determine the authority, responsibility, and remuneration of the Executive Director, and have a written employment contract with the Executive Director.

 

9.2       The President:

(1)   must supervise the other officers in the execution of their duties,

(2)   must chair all meetings of the Board and all general meetings, and

(3)   has the powers and duties generally pertaining to the office of Chair, subject to any restrictions imposed by the Board.

 

9.3       The Vice-President (if any), in the President’s absence, must perform the duties of the President.

 

9.4       The Secretary must:

(1)   issue notices and keep minutes of meetings of the Society and the Board,

(2)   conduct the correspondence of the Society,

(3)   have custody of all records and documents of the Society except those which must be kept by the treasurer,

(4)   have custody of the common seal of the Society, if any, and

(5)   maintain the register of members.

 

9.5       In the absence of the Secretary from a meeting, the Board must appoint another person to act as Secretary.

 

9.6       The Treasurer must:

(1)   keep the financial records, including books of account, necessary to comply with the Act, and

(2)   render financial statements to the Board, members, and others when required.

 

9.7       The Board may, by resolution, delegate some but not all of the duties of the Secretary or the Treasurer or both of them to an employee or contractor.


Part 10 – Borrowing and Investment

 

10.1.1  In order to carry out the purposes of the Society the Board may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as it decides and in particular but without limiting the generality of the foregoing, by the issue of debentures.

10.1.2  A debenture must not be issued unless it has been approved by a special resolution.

10.1.3  The members may by special resolution restrict the borrowing powers of the Board, but a restriction so imposed expires at the next AGM.

 

10.2     The Society must invest its funds only as permitted under the provisions of the Trustee Act respecting the investment of trust property by a trustee.

 

10.3     Subject to the Personal Information Protection Act and other applicable laws, the:

(1)   financial statements, Board and members’ minutes, and register of members may be inspected by a member, on reasonable notice.

(2)   other documents of the Society, including its accounting records, may be inspected by a member on reasonable notice, subject to any resolution of the Board.

(3)   documents of the Society, including its accounting records, must be open to the inspection of a director, subject only to laws requiring otherwise.

 

Part 11 - Seal

 

11.1 The Board may:

(1)   provide a common seal for the Society,

(2)   destroy a seal and substitute a new seal in its place, and

(3)   determine by resolution the terms and conditions for use of the seal.

 

Part 12 – Auditor

 

12.1     This Part applies only where the Society is required or has resolved to have an auditor.

 

12.2     At each AGM the Society must appoint an auditor to hold office until the auditor is re-elected or a successor is elected at the next AGM.

 

12.3     An auditor may be removed by ordinary resolution.

 

12.4     An auditor must be promptly informed in writing of appointment or removal.

 

12.5     No director and no employee of the Society can be auditor.

 

12.6     The auditor may attend general meetings.

 

12.7     The Board must fill all vacancies arising in the office of auditor
            between AGMs.


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