BANBURY TENNIS CLUB CONSTITUTION (March 2018)
ARTICLE I – ORGANIZATION
The name of the organization is BANBURY TENNIS CLUB, hereinafter called “the Club”, operating as a not-for-profit corporation.
ARTICLE II — MISSION
To promote the game of tennis as a recreational activity for members of the community under the operating regulations of the City of Toronto Parks, Forestry and Recreation Department and the North York Tennis Association.
ARTICLE III – MEMBERSHIP
1. Membership shall be open to all residents of the Greater Toronto Area who must abide by the Rules and Regulations, and the Code of Conduct of the Club. Non-compliance could mean withdrawal of membership privileges.
2. The membership year shall be from April 1st to the following March 31st.
3. There will be three categories of membership, Adult and Junior, defined as follows:
- Adult – 18 years of age or older as of January 1st of the current year
- Junior – under 18 years of age as of January 1st of the current year
iii. Senior – 60 years of age or older as of January 1st of the current year
“Adult” membership includes the right to participate in all Club activities except those designated specifically for the
“Junior” membership gives the right to participate only in those activities designated for or permitted for Junior members, including participating in adult inter-club league play when the rules of the league permit.
ARTICLE IV – MEMBERSHIP FEES
Membership fees shall be set annually by the Executive in compliance with the guidelines laid down by the City of Toronto.
ARTICLE V – EXECUTIVE
1. The affairs and business of the Club shall be managed by an Executive Committee consisting of members in good standing. The Executive Committee shall consist of elected members and shall be responsible for the operation and general upkeep of the Club, obtaining permits, arranging for the opening of the Club, welcoming new members, setting and collecting fees, the purchase of equipment, court supervision, determining court use rules, and the due observance of all pertinent regulations of the Parks, Forestry and Recreation Department of the City of Toronto. The Executive Committee shall only act in the name of Banbury Tennis Club when it has been regularly convened by its chair after due notice is given to all Executive members.
2. The Executive members for the ensuing year shall be chosen at the annual general meeting of the organization and shall serve for a term of one year.
3. The Executive member shall hold office from December 1st of that year to November 30th of the year following. Retiring members shall be eligible for re-election.
4. If the President’s office becomes vacant before the expiration of his/her term, the Vice-President automatically becomes President. If any other office becomes vacant, the Executive Committee, subject to a vote of the majority of remaining Executive, may appoint another adult member in good standing to fill the vacancy until the next Annual General Meeting.
5. The Past President will be a member of the subsequent Executive Committee for one year only until the next annual general meeting.
6. The President of the Club by virtue of his/her office shall be Chair of the Executive Committee.
7. Each member of the Executive shall have one vote and such voting may not be done by proxy.
8. A quorum of the Executive Committee shall consist of at least one half of its members.
9. Voting majority at an Executive Committee meeting shall be a simple majority of those members present at the meeting. In the case of a tie vote, the presiding officer has a second and casting vote.
10. An Executive member may be removed when sufficient cause exists. Any three of the President, Vice-President, Secretary, and Treasurer, by agreement, may convene a regular Executive meeting on short notice, and once convened for that specific purpose, the dismissal of the Executive member requires the unanimous approval of those Executive members attending such meeting.
11. An Executive member may resign by giving written notice to the Executive Committee. The resignation is effective upon receipt by the Executive Committee. The Executive Committee, by a majority vote, may deem an Executive member to have resigned if that Executive member has missed three consecutive Executive meetings without providing valid and substantiated reasons to the Executive.
12. No Executive member shall be personally liable for any act or omission of another Executive member or member of Banbury Tennis Club. No Executive member shall be personally liable for any loss that occurs from the exercise of his duties, unless that Executive member is willfully negligent and that negligence causes loss or damage. Executive members are not bound by any unauthorized contract or promise.
ARTICLE VI – MEETINGS
A. ANNUAL GENERAL MEETING
1. The Annual General Meeting shall be held no later than November 30th each year.
2. There shall not be less than one General Meeting annually and in the event there is only one General Meeting in any one year it shall be the Annual General Meeting.
2. Notice of the Annual General Meeting shall be sent to all adult members at least 15 days prior to the meeting date.
4. A quorum shall consist of 20 adult members, 3 of whom must be members of the Executive Committee, one of which is either the President or Vice-President.
5. Minutes of the Annual General Meeting shall be prepared by the Secretary and made available for perusal by any member on request, and shall be read at the next Annual General Meeting.
B. SPECIAL GENERAL MEETINGS
1. Special General Meetings may be called at any time by the President or by five members of the Executive Committee or upon receipt of a written request by 10 adult members addressed to the Secretary. In the case of a written request by 10 adult members addressed to the Secretary, the President shall be obliged to convene the Special General Meeting within 30 days.
2. No business but that specified in the Notice of the Meeting may be transacted at such special meeting without the unanimous consent of all present at such meeting.
3. A Special General Meeting is governed by the same administrative rules as an Annual General
Meeting, including the President being Chair of the meetings.
C. EXECUTIVE COMMITTEE MEETINGS
1. The Executive Committee shall meet a minimum of six (6) times a year to organize and oversee the activities of the organization. The Secretary shall give at least five (5) days notice in writing of Committee Meetings called by the President. In case of an emergency, any three of the President, Vice-President, Secretary, and Treasurer, by agreement, may convene a meeting on short notice.
2. These meetings are open only to the Executive of the organization.
3. A quorum for an Executive Committee meeting shall be a majority of the Executive members, one of whom must be either the President or the Vice-President.
ARTICLE VII – VOTING
1. At all meetings, except for the election of Executive members, all votes shall be by a show of hands. For the election of Executive members, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.
2. At any meeting, if a majority so requires, any question may be voted upon in the manner and style provided for an election of officers and Executive members.
3. Each adult member in good standing in attendance at a properly constituted meeting shall be entitled to one vote. Unless otherwise stated, the Chair, by virtue of his/her position, may vote only if there is an equality of votes cast. Votes by proxy are not permitted.
4. Motions shall be decided by a majority of votes cast at a properly constituted meeting. In the case of equality of votes cast, the Chair shall cast the deciding vote.
ARTICLE VIII — ORDER OF BUSINESS OF MEETINGS
1. Notice of meeting
2. Roll call
3. Minutes of previous meeting
4. Business arising
5. Correspondence (Executive Committee meetings only)
6. Reports of Officers, Executive, etc.
7. Report of the Treasurer
8. Appointment of Accountant/Auditor for Financial Review (Annual General Meeting only)
9. New business
10. Election of Executive Members (Annual General Meeting only)
ARTICLE IX – OFFICERS
The Officers of the organization shall be as follows:
Officers shall by virtue of their office be members of the Executive Committee.
ARTICLE X – OPERATIONS EXECUTIVE
The Operations Executive of the organization shall be as follows:
1. Past President
2. Membership Executive
3. Publicity Executive
4. Senior Tournament and League Executive
5. Junior Development Director
6. Grounds Executive
7. Social Executive
8. Court Supervision Director
9. Members-at-Large (2)
ARTICLE XI – DUTIES OF EXECUTIVE COMMITTEE
1. Attend meetings that may be called by the President, and devote its efforts to the achievement of the
Mission of the Club, in compliance with the guidelines provided by North York Tennis Association and the regulations of the City of Toronto Parks, Forestry and Recreation Department.
2. Maintain adequate insurance coverage to protect Banbury Tennis Club, its facilities, Officers and Operations Executive.
3. Authorize all expenditures of Club funds and ensure that all cheques are signed by any two of the designated signing Officers of the Club: President, Vice-President, and Treasurer.
4. Carry on the activities of the Club between Annual General Meetings, including organizing competitions, social functions, instruction, house league, round robins, inter-club teams, etc.
5. Maintain, repair, and replace equipment and court surfaces as required.
6. Recommend to the members at the Annual General Meeting for their approval an accountant to review the books and financial statements of the Club in compliance with the regulations of the City of Toronto Parks, Forestry and Recreation Department.
7. Establish and enforce the Rules and Regulations of the Club.
8. Contracts or any other instruments, excluding cheques and the Pro’s Services Agreement, that require the Club’s signature shall be signed by any two of the Officers provided one is always either the President or Vice President. The Executive may give authority to sign contracts, notices or other documents on the Club’s behalf to specific Executive members. This authority may be general or limited to a particular contract and may be revoked at any time by the Executive Committee.
EXECUTIVE ROLES AND RESPONSIBILITIES
PRESIDENT (Appendix A)
VICE-PRESIDENT (Appendix B)
SECRETARY (Appendix C)
TREASURER (Appendix D)
MEMBERSHIP EXECUTIVE (Appendix E)
SENIOR TOURNAMENT AND LEAGUE EXECUTIVE (Appendix F)
GROUNDS EXECUTIVE (Appendix G)
SOCIAL EXECUTIVE (Appendix H)
MEMBERS AT LARGE (2)
ADDITIONAL EXECUTIVE ROLES (OPTIONAL)
JUNIOR DEVELOPMENT DIRECTOR
COURT SUPERVISION DIRECTOR
ARTICLE XII – SALARIES
1. The Executive, Officers, and Operations Executive are volunteer positions and as such no remuneration is attached to the positions. Nevertheless, Banbury Tennis Club recognizes the important contribution of long-term Executive members to its continued efficient operation and has established a system of service recognition.
Longer serving Executive members of Banbury Tennis Club shall be rewarded for their contribution to the operation of the Club as follows:
- After a BTC Member has served two consecutive terms on the Executive Committee of Banbury Tennis Club, the annual membership fee for that Member will be waived for each additional consecutive year the Member serves on the Executive Board.
- After a BTC Member has served ten consecutive terms on the Executive Committee of the Banbury Tennis Club, that Member shall become an honorary Life Member of Banbury Tennis Club and the membership fee shall be waived for the lifetime of that Member.
- In the event of a situation, such as injury or illness, which prevents the Member from serving on the Board for a term, provided the Member returns to the Board the year subsequent to the year of absence, and provided the Member has served for at least eleven years, an exception to the ten consecutive terms in (b) above may be granted by the unanimous approval of the Executive Committee.
2. A Executive member may be paid out-of-pocket expenses incurred in running the affairs of the Club, subject to authorization by a majority of the remaining Executive.
ARTICLE XIII — COMMITTEES
1. There shall be a Nominating Committee consisting of the Past President, or in his/her absence the Vice
President, and two other members of the Executive Committee who have been appointed by the Executive.
The Nominating Committee shall present a slate of candidates for the next year’s Executive Committee to the current Executive for discussion and agreement. This slate of candidates, deemed suitable for the Executive positions, shall be presented by the Nominating Committee, represented by the Past President, the Vice- President or a member of the Nominating Committee, to a properly constituted Annual General Meeting, for approval.
The Nominating Committee may accept other nominations for the Executive positions made at the Annual General Meeting, providing consent has been obtained from the nominee. Such additional nominations shall cause an election by the members attending the Meeting, with the majority vote prevailing.
2. The President may recommend the appointment of Special Committees, subject to the approval of the
3. The President is an ex-officio non-voting member of all Committees, except the Nominating
ARTICLE XIV – FISCAL YEAR
The fiscal year shall be from November 1st to October 31st of the following year.
ARTICLE XV — FUNDS
1. All funds received are to be used in any of the following ways, provided they are for the benefit of the members:
- to purchase equipment
- to improve courts and facilities
- to cover losses sustained at any event held by the Club
- to make payments required by the City of Toronto Parks, Forestry and Recreation Department and North York Tennis Association.
- to cover cost of printing, postage, telephone, monitors, etc., pertaining to Club activities.
vi. to cover the cost of social events.
2. The President and/or Vice-President can authorize qualified expenditures up to a specified dollar limit approved by the Executive Committee. Expenditures in excess of the approved dollar limit require prior approval by the Executive Committee.
3. All cheques may be signed by any one of the President, Vice President, and Treasurer.
ARTICLE XVI – REVIEW OF FINANCIAL STATEMENTS
A qualified accountant/auditor shall be recommended by the Executive Committee and approved at the Annual General Meeting to review or audit the books and statements of the Club annually in accordance with the requirements of the City of Toronto Parks, Forestry and Recreation Department. The accountant/auditor must not be a member of the outgoing Board, nor a nominee for incoming office.
ARTICLE XVII – CLUB PROFESSIONAL
1. The Executive Committee shall screen applicants for the position of Club Professional and/or Coach (the
“Pro”), and contract the most suitable person for the position.
2. A Services Agreement detailing the responsibilities of both parties, approved by the Executive Committee, shall be signed by the President on behalf of the Club and the Pro.
3. Any payment by the Club to the Pro must have Executive Committee approval.
ARTICLE XVIII – AMENDMENTS TO THE CONSTITUTION
1. This Constitution may be amended, changed or modified at any time, without notice, pending Executive approval.
ARTICLE XIX – PRIVACY OF INFORMATION
Unless required for compliance with the rules and regulations of the City of Toronto and the North York Tennis Association, Banbury Tennis Club, upon request, shall keep confidential the personal information it collects from its members. Information that is public shall be public only for the membership year.
ARTICLE XX – DISSOLUTION OF THE CLUB
1. Voluntary dissolution shall be by the consent of no less than two-thirds majority or 75% of voting members of the Club at a specifically constituted General Meeting. A North York Tennis Association officer must be in attendance. All assets shall be turned over to the North York Tennis Association to be held in trust for a period of two years pending re-establishment of a Club at that location. If, at the end of the two years, the Club has not been resurrected as an active entity as defined by the City of Toronto Parks, Forestry and Recreation guidelines, the North York Tennis Association may take steps to legally wind up Banbury Tennis Club, not-for-profit corporation.
2. In the event of involuntary dissolution, the North York Tennis Association, in consultation with the City of Toronto Parks, Forestry and Recreation Department, shall call a special general meeting to dismiss the Club’s Executive Committee and assume control of the Club. The North York Tennis Association, in consultation with the City of Toronto Parks, Forestry and Recreation Department, shall determine the disposition of the assets of the Club, after all liabilities have been met.