Ottawa Orienteering Club Constitution 

        (Approved at AGM Jan. 2004, last update Jan. 2005)

  1.  

  2. NAME 

The name of the club shall be ‘Ottawa Orienteering Club’, hereafter referred to as OOC. 

  1. OBJECTIVES 

    1. To promote and develop the sport of Orienteering, particularly in the Ottawa area, in accordance with the principles, standards and rules of the Canadian Orienteering Federation (COF) and the provincial Orienteering Division to which the OOC is affiliated. 

    2. To organize orienteering meets for the benefit of members of OOC, the COF and its Divisions, and members of Orienteering Federations of other countries as well as for the general public. 

    3. To foster an interest in orienteering through such activities as orienteering meets, training clinics, social events, and by providing orienteering information to interested persons. 

  2. AFFILIATION 

    1. The OOC is recognized as an affiliated club within the COF. 

    2. The OOC recognizes the COF as the Governing Body of Orienteering in Canada. 

    3. The OOC, because of its geographical location, reserves the right to affiliate with either the Quebec, or the Ontario Division of Orienteering in Canada. 

    4. The OOC also reserves the right to affiliate with a National Capital Division of Orienteering in Canada, should such a Division be formed 

  3. MEMBERSHIP 

    1. Eligibility 

Membership in the OOC may be gained by paying an annual membership fee, set by the OOC at an Annual General Meeting (AGM). 

    1. Levels of Membership 

The Board of Directors shall determine criteria and suggest appropriate fees for membership. 

    1. Membership Year 

The Membership Year shall run from January 1st to December 31st of the same year.

    1. Voting Rights 

Every paid up member of the OOC who is at least 18 years of age is considered a full member for voting purposes. 

    1. Honorary Members 

The OOC may award Honorary Membership to persons who have given outstanding service to Orienteering, on recommendation of the Board of Directors and approval at an AGM.

  1. BOARD OF DIRECTORS  

    1. Composition 

A Board of Directors with at least five (5) and not more than nine (9) members shall conduct the affairs of the OOC. A Board member must be a member in good standing of the OOC.  

    1. Term of Office 

The term of Office of the Directors shall be from the adjournment of one AGM to the adjournment of the next AGM. 

 

    1. Elected Officers 

The positions of President, Treasurer, Secretary, Events Coordinator, and at least one (1) Director-at-Large shall be filled by election at the AGM. The AGM may elect further Voting Members up to the maximum number of places available. 

    1. Officers 

      1. Duties 

        1. President 

        The President, or delegated replacement, shall:

(i)        Preside at all meetings of the OOC, and of its Board of Directors, and shall have the deciding vote in case of a tie;

(ii)        Represent the club in its interaction with other organizations including but not limited to the COF;

(iii)Attend, if at all possible, the AGM of the Division to which the club has affiliation.

        1. Secretary 

        The Secretary shall:

(i)        Keep minutes of all General Meetings of the OOC and notify all Members of such meetings;

(ii)        Keep minutes of all meetings of the Board of Directors and notify all Directors of such meetings;

(iii)Ensure that a list of eligible OOC members is provided to the relevant COF Division; 

(iv)Maintain a record of current by-laws and policies of the OOC.

        1. Treasurer 

        The Treasurer shall:

(i)        Receive all moneys due to the OOC, and deposit them at a financial institution approved by the Board of Directors;

(ii)        Disburse, under the authorization of the Board of Directors, all amounts necessary for the proper operation of the OOC;

(iii)        Maintain proper records of all financial transactions made on behalf of the OOC;

(iv)        Prepare annually, a financial report for distribution to the members of the OOC at the AGM;

(v)Prepare annually, a budget in which membership fees and meet levies for the upcoming competition season can be determined.

        1. Events coordinator 

        The Events Coordinator shall:

(i)        Prepare the schedule of local events for each season of orienteering;

(ii)        Suggest to the Board of Directors, the names of Directors and Controllers for each meet;

(iii)        Ensure that the OOC Local Meet Guidelines are followed;

(iv)        Prepare a report of the local meets for the OOC AGM.

        1. Directors-at-Large 

The Board may assign tasks and/or positions to these Directors for the efficient running of the club. 

 

      1. Vacation of Office 

The office of a Director shall be vacated if that person: 

(i)        Ceases to be a Voting Member of the OOC;

(ii)        Resigns office by notice in writing;

(iii)        Is removed by a request in writing signed by two‑thirds of the remaining Directors, or by a special resolution passed by at least two‑thirds of the votes cast at a Special General Meeting of members called for that purpose.

      1. Filling Vacant Offices 

The Board of Directors may fill any vacated Office, including Offices that were unfilled at the AGM. 

      1. Remuneration of Officers 

No Director shall receive any remuneration for services in that capacity. 

 

    1. Committees 

Only the Board of Directors may create such standing or ad hoc committees as are needed for the efficient operation of the OOC.

 

    1. Meetings 

      1. The Board of Directors shall meet and act as required for the efficient conduct of the business of the OOC. The Board shall meet at least two (2) times per year. 

      2. Meetings of the Board shall be held when called by the President, or by at least one‑third of its membership with seven (7) days advance notification. 

      3. The Quorum for meetings of the Board of Directors shall be at least half its membership. 

      4. Decisions shall be by majority vote of those Directors present and voting. The President, or delegate in his/her absence, shall have the deciding vote in the case of a tie. 

      5. At its first meeting of the year, or as needed during the year, the Board of Directors will elect a member(s) of the Board as a delegated replacement(s) for the President in case(s) of extended absence(s) during the year. 

  2. FINANCIAL 

    1. Financial Year 

The Financial Year of the OOC shall run from November 16th of one year to November 15th of the following year.

 

    1. Signing Authority 

All cheques drawn on the OOC account shall be signed by the Treasurer and one (1) of three (3) other Signing Officers appointed by the Board of Directors.  In the event of the absence of the treasurer, he/she may ask the Board of Directors to nominate one (1) of the Signing Officers to sign in his/her stead.

. 

    1. Annual Financial Report 

A Financial report shall be submitted to the Board of Directors for their approval within two weeks after the close of the Fiscal Year. The Board of Directors shall appoint from outside its membership, one or more OOC members to perform an independent financial review.  

  1. GENERAL MEETINGS 

    1. Annual General Meeting 

      1. Date 

An Annual General Meeting shall be held as soon as practical after November 15th, and before the start of the following spring orienteering season, on a date set by the Board of Directors.

      1. Agenda 

The following items should be addressed and recorded at the AGM: 

(i)        Confirm Quorum

(ii)        Adopt Agenda

(iii)        Approve Minutes of previous AGM

(iv)        Reports of Directors

(v)        Approve Financial Statements

(vi)        Elect new Directors

    1. Special General Meetings 

A Special General Meeting of the OOC: 

(i) May be called by a two‑thirds majority of the Board of Directors, 

(ii) Shall be called within twenty-one (21) days after the Secretary has received a request signed by 10%   of the Voting Members of the OOC.

    1. Notice of Meetings 

      1. Notification of meetings may be by conventional or electronic mail, sent to the address on record of the member concerned. 

      2. Notice of General Meetings, together with the proposed agenda, shall be sent to all members not less than fourteen days in advance of the meeting 

    2. Quorum at General Meetings 

The Quorum at a General Meeting of the OOC shall be a majority of the current Board of Directors plus three (3) other voting members of the OOC. 

  1. BY-LAWS 

The Board of Directors shall be empowered to enact such By-laws as they feel will be beneficial for the management of the OOC affairs. By-laws must be approved by at least two-thirds of the full Board of Directors, and must subsequently be approved by a simple majority of Voting Members present at a General Meeting. 

  1. AMENDMENTS TO CONSTITUTION 

Amendments to this Constitution must be proposed by the Board of Directors and then approved by a two‑thirds majority of Voting Members present at a General Meeting, provided that the full text of the proposed amendment is included in the Notice of Meeting. 

  1. WINDING UP 

At such time as OOC is wound up or ceases to exist, any assets remaining after payment of outstanding debts and obligations shall be transferred to the Orienteering Division to which the OOC is affiliated at the time of dissolution.