Constitution

Article 1: Name and Purpose

1.1. Name:

The name of this organization shall be “Golden Owl Sports & Recreation Club Inc.”, hereinafter referred to as "The Club."

1.2. Our Mission:

The Club is a not-for-profit organization established with the primary objective of promoting and organizing sports, recreational, cultural and community activities for individuals of all ages and abilities in the city of Winnipeg, Manitoba, Canada. The Club shall foster healthy lifestyles, stimulate and share culture and strive for excellence with the goal of enhancing physical, mental and social well-being of its members as well as the society, as a whole.

Article 2: Membership

2.1. Membership Eligibility:

Membership of the Club is open to all individuals who support the purpose and objectives of the Club, without discrimination based on race, gender, age, religion, sexual orientation, or disability. Membership is limited to residents of Manitoba.

There are two-member categories; General Members and Voting Members.

2.1.1. General Membership:

Individuals who have participated in any event organized by The Club are eligible to apply for the Club membership by filling out a membership form. All Membership requests must be reviewed and approved by the Board of Directors*.

Once become a Member an individual is eligible to:

i. Participate in any tournament or event organized by the club.

ii. Receive information and updates regarding the activities of the Club.

iii. Be called by the Board of Directors to become a Voting Member of the Club under Article 2.2.

*An individual's participation in an event or a tournament organized by the club is determined by its own rules and regulations.

2.1.2 Voting Membership:

The voting membership is an elevated standing in the club, a role that entails special privileges and responsibilities. Only a General Member who is qualified under Article 2.2 is eligible to become a Voting Member.

Once become a Voting Member an individual is eligible to:

i. Attend in the Annual General Meeting (“AGM”) or any other General Meetings of the Club.

ii. Be elected as a Director, at the Board of Directors of the Club.

iii. Vote when electing the Board of Directors.

iv. Participate in the governance structure of the Club.

2.2 Voting Membership Eligibility

To be eligible to become a Voting Member of the Club, an individual must meet the following criteria:

Has a valid and active General Membership.
Must be of age 18 or above.
The member must have participated in at least five (5) events organized by the Club as a player or a volunteer.
The member must maintain good standing, adhering to the Club’s rules, code of conduct, and principles of sportsmanship.
The member must pay the annual membership fee.
The individual must have been a General Member for at least one (1) year before becoming eligible to become a Voting Member.
The member should not have any conflicts of interest that may compromise their role in voting on Club decisions.
The member shall receive an endorsement from a current Voting Member, or a member from the Board of Directors to qualify.

Despite above eligibility criteria, all Voting Membership requests must be reviewed and approved by the Board. The Board reserves the right to reject any request to become a Voting Member.

2.3. Termination of Membership:

Club membership (both General and Voting) may be terminated by:

Resignation of the member by written notice to the Club.
Expulsion of the member by a two-thirds (2/3) vote of the Board members (including those not present) for conduct that is harmful to the Club or inconsistent with its purpose.
Expelled members may appeal the decision at the next AGM The membership can be reinstated by the two-thirds 2/ 3 vote at the AGM

If a member hasn’t taken part in any event for the past 2 years or hasn't paid applicable fees, they will be considered an inactive member, and the membership will be put on hold.

Article 3: Governance

3.1. Election of Board Members:

The Voting Members of the Club shall elect the Board of Directors at the AGM.
A Board Members shall serve a term of two (2) years.
A Board Member may be re-elected for additional terms.
A board member may only serve two consecutive terms.
To ensure impartiality and prevent conflicts of interest, at least two members of the board should not have connections or affiliations with another organization with competing interests and objectives.

3.2.Board members:

The Club shall be governed by a Board, which shall consist of up to eleven (11) board members, including the following office bearers:

i. President

ii. Secretary

iii. Treasurer

The above-mentioned office bearers are elected from majority votes. If no candidate receives a majority of votes cast in the initial election, a runoff vote shall be conducted between the two (2) candidates who received the highest number of votes. The candidate securing a majority in the runoff shall be declared duly elected.
In addition to the office bearers, a minimum of 4 and maximum of 8 board members can be elected to the Office.
In addition to their responsibilities as Board members, certain members may assume a leadership role in managing various disciplines of the Club such as organizing sports cultural activities and fundraising. These individuals are officially recognized as Vice Presidents (VPs) of the Club and are responsible for the development, coordination, and execution of activities related to their respective portfolios.
Assistant Secretary, Assistant Treasurer and the following Vice Presidents and are appointed at the first board meeting following the election of the board:

i. Vice President – Cricket

ii. Vice President – Volleyball

iii. Vice President – Cultural Activities

iv. Vice President – Sponsorship and Fundraising

v. Vice President – Recreational Activities

Additional VPs can be added at the board's discretion. Office bearers can hold VP positions simultaneously.

3.3. Powers and Duties of the Board:

To uphold the constitution of the Club. Amend and ratify the constitution of the Club, as necessary.
To manage affairs and activities of the Club.
To establish policies for the operation of the Club.
To oversee financial management and fundraising efforts of the Club.
To ensure the Club’s compliance with applicable laws and regulations
Applying for grants or external funding.
Appointing additional Board members as required, subject to majority of the current Board (Maximum number of appointed members shall not exceed 2, with the exception of Article 3.3.9 and Article 7.3).
The majority of the board shall comprise elected members.
Replacements for board members can be appointed by the board as deemed necessary.
Appointing an impartial voting member of the club to oversee the process and ensure fairness of elections.
All elected or appointed board members shall sign a legally binding Non-disclosure agreement prior to assuming their duties. Failure to sign NDA may result in disqualification from board membership. Breach of confidentiality may lead to removal from the board, as per the club’s disciplinary procedures.

3.4. Board Approval for Major Decisions

Appointment of Assistant Secretary, Assistant Treasurer and the Vice Presidents of the Club requires board approval.
Starting a new sporting event, fundraising activity, or any initiative using the club’s name requires prior approval from the board.
The Board members may set spending limits where transactions above a certain amount need prior approval.
Entering into large commitments (e.g., sponsorship deals) may require a board approval.
Any change or amendment to the constitution of the Club must be ratified by a two-thirds (2/3) vote of the Board members (including those not present).
Expulsion of the members by a two-thirds (2/3) vote of the Board members (including those not present) for conduct that is harmful to the Club or inconsistent with its purpose.
Removal of office bearers by a two-thirds (2/3) vote (including those not present) for conduct that is harmful to the Club or inconsistent with its purpose.
Removal of board members by a two-thirds (2/3) vote (including those not present) for conduct that is harmful to the Club or inconsistent with its purpose.
Changes to Eligibility criteria and selection policies for teams or competitions of the club.
Changes to membership fees or financial structure.
Scholarships, subsidies, or financial aid for players.
Any additional items that the Board may decide to include from time to time.

3.5. Officers:

The officers of the Club shall be elected from the Board members and include the following positions:

3.5.1. President:

The President of the Club is expected to act in good faith and with integrity, prioritizing the best interests of the Club, at all times. To ensure impartiality and prevent any potential conflicts of interest, the President must not hold a position as a board member or officer of any other organization that could influence or compete with the interests and objectives of the Golden Owl Sports & Recreation Club.

Serves as the Chief Executive Officer of the Club. The President can direct and if required, assume the responsibilities of the VPs.
Presides over meetings and represents the Club at external events.
Reserve the right to call an election to appoint a new board with the board approval.
Can approve expenditures of VPs and organizers up to a limit set by the board.
Oversee the Club’s social and marketing activities and designate members to manage and execute these initiatives.
Oversees grant applications, secures sponsorships, and manages the Club’s finances in collaboration with the Treasurer.

A member can only assume the role of president for two terms. Removal of the president for conduct that is harmful to the Club requires two-thirds (2/3) vote of the board of directors (including those not present) and the majority vote of the voting members ( once a motion to impeach the president is approved by the board, a vote to ratify the impeachment shall be automatically called among the voting members).

3.5.2. Secretary:

Responsible for recording and maintaining meeting minutes, membership records, and all official Club correspondence.
Assists the President.
Performs the duties of the President in their absence.

3.5.3. Treasurer:

Primary authority over financial transactions.

Can approve expenditures of VPs and organizers up to a limit set by the board.
May allow temporary financial authority (in writing) to other officers of the board.
Responsible for managing the financial records of the Club.
Allocates funds for carrying out sporting events in coordination with the Club Board and Chief Organizers of the events.
Drafts the Club’s budget at the start of each fiscal year.

Submits the Club’s financial accounts to the members at the end of the fiscal year.
Facilitates the auditing of the Club’s financial records by an independent auditor or designated individual, ensuring compliance with financial standards and regulations.

8. Manages the filing of taxes for the Club, ensuring timely and accurate submission of all required documents to the relevant authorities.

3.5.4. Vice Presidents

Organizing regular sports sessions (e.g., weekly cricket or volleyball sessions)
Overseeing tournament/event planning and execution.
Discussing/Establishing rules for the tournaments and communicating to the Club members.
Appointing event organizers, setup teams and captains.
Coordinating with subcommittees (captains, sponsorship, food, ground preparation, social media, etc.).
Managing finances and ensuring budget compliance.
providing bills and records of expenses to the treasurer of the Club.
Discussing with the board members and establishing the yearly fee structure for the sport sessions and tournament.
Ordering Sport Equipment required (upon approval of the treasurer)
Ensuring the event aligns with club policies and objectives.
For tournaments with limited opportunities, selecting the eligible players in accordance with the criteria set up by the club board.
Recruiting new players into the sport and integrating them into the club
Establishing fair play and equal opportunity to players while promoting competitiveness.
Reporting progress to the board.

3.6. Meetings of the Board:

The Board of Directors shall meet at least six (6) times per year and may hold special meetings as needed. A quorum for a meeting of the Board shall be the majority of the Board members.

3.7. Organizers of Sports/Recreational/Cultural Events

Organizers may or may not be board members.

3.8. Conflict of Interest Policy

A conflict of interest arises when a Board member, officer, organizer, or any individual in a position of influence has a personal or financial interest that may impair their ability to act in the best interests of the Club with objectivity and integrity. Holding stakes in another organization that could influence or compete with the interests and objectives of the Club could also be considered as a conflict of interest.

Any individual in a leadership role within the Club must disclose any potential conflict of interest to the Board of Directors as soon as it arises, and must act in accordance with the directions provided by the board.
No Board member, Officer, or Organizer shall use their position to grant special privileges, contracts, or opportunities to themselves, their family members, or business associates.
Additionally, any member holding the position of President of the Club cannot be a board member of any other organization that could influence or compete with the interests and objectives of the Club.
Any breach of this policy may result in disciplinary action, including removal from the Board or other leadership roles, subject to a two-thirds (2/3) majority vote of the Board of Directors.

Article IV: Meetings

4.1. Annual General Meeting (AGM):

The Club shall hold an annual general meeting once every calendar year to:

AGM shall be called within the period 1st September - 31st October. Under special circumstances, the board can decide to hold the AGM on a date outside the specified period.
Elect the Board of Directors (every other year).
Review and approve the financial statements.
Discuss the activities and programs of the Club.
Address any other matters brought forward by the Board or members.

Notice of the AGM shall be given to all Voting Members at least twenty-one (21) days before the date of the meeting.

4.2. Election procedure:

The Board to appoint a non-board voting member to oversee the process and ensure fairness of election. This member may also handle nomination verification and ensure that candidates meet eligibility criteria.
Nomination Period before the AGM allows members to nominate themselves or others for available positions. This can be done in person at meetings, through email, or via an online form. All candidates must disclose any potential conflict of interests, which shall be informed to all voting members with their nomination.

Voting Method: Cast their vote in person, or in special circumstances, electronically. This shall be an open ballot.

4.3. Special Meetings:

Special meetings may be called by the President at the discretion of the board or by a petition signed by at least 10 or twenty five percent (25%) of the voting members of the Club, whichever is higher. Notice of the special meeting shall be given to all Voting Members at least three (3) days prior to the meeting.

4.4. Quorum:

A quorum for the AGM or any general meeting shall be at least twenty percent (20%) of the total voting membership or fifteen (15) voting members, whichever is higher (excluding candidates). The President, secretary/assistant secretary and treasurer/assistant treasurer must be present at the AGM.

A quorum for Board meetings shall be a majority of the Board members.

Article V: Events and Activities

5.1. Annual Events:

The Club will organize several annual events. The board reserves the right to add or remove annual events as required.

5.2. Event Fees

A participation fee may be applicable to all individuals taking part in the Golden Owl Cricket Tournament, Golden Owl Volleyball Tournament, and other events organized by the Club.

The fee amount shall be determined by the Board and reviewed annually.
Tournament fees must be paid in full before the commencement of the event.
The Board reserves the right to waive or reduce the tournament fee at their discretion for applicable members, such as individuals facing financial hardship or those contributing financially to the Club’s operations.

5.3. Regular Sports Session Fees

A participation fee may be applicable to individuals attending regular sports sessions (e.g., weekly cricket, volleyball, or other club-organized sports activities).

The fee amount shall be determined by the Board and may be collected on a monthly or seasonal basis.
Fees must be paid before participating in the sessions unless otherwise specified.

Article 6: Finances

6.1. Fiscal Year:

The fiscal year of the Club shall begin on the 1st of January and end on the 31st of December each year.

6.2. Financial Management:

The Treasurer shall ensure that proper accounting records are maintained for all financial transactions.
The financial records of the Club shall be audited annually by an independent auditor or reviewed by a designated member of the Club.
All funds of the Club shall be used exclusively for the furtherance of the Club’s objectives and not for personal gain.
The Treasurer shall submit the Club’s accounts at the end of the fiscal year to the members.
Distribution of all funds will be determined by the board.

6.3. Dissolution:

In the event of the dissolution of the Club, any remaining assets after the payment of liabilities shall be donated to another non-profit organization with similar objectives, as determined by the Board at the time of dissolution.

Article 7: Amendments

7.1. Amendment Procedure:

The constitution of the Club may be amended by a two-thirds (2/3) vote of the board members (including those not present). A written notice of the proposed amendment(s) must be provided to all voting members at least Ten (10) days prior to ratification.

7.2. Ratification:

Any amendment to this constitution shall take effect immediately upon approval, unless otherwise specified.

7.3. Formation of the club:

The club is registered in the province of Manitoba, Business registration number 720914225MC0001. The inaugural Board of the club shall consist of the individuals named in the company registration and subsequent changes in personnel (under Article 2.3, Article 3.3 and provisions listed below) until the first AGM of the club.

The following provisions are only applicable to the inaugural Board of the club:

The inaugural Board of the club shall be endorsed by the voting members of the club at the first AGM following the approval of the constitution, which must be held before 1st of March 2026.
Upon endorsement by the voting members, the inaugural Board may serve a 2-year term.
Prior to its endorsement, a vote to alter the inaugural Board may be enforced at the request of one third (1/3) of the voting members of the club (including those not present).
Notwithstanding Article 3.3, the Board of Directors named in the company registration shall have the authority to appoint up to four (4) additional board members.
The inaugural Board shall be considered elected by vote.
At the first Board meeting after ratification of the constitution, the Board is granted special authority to designate the initial voting members.
At the first Board meeting, the board can waive the eligibility requirement in 2.2, for specific individuals.

Article 8: General Provisions

Non-Discrimination: The Club shall operate without discrimination based on race, gender, age, religion, sexual orientation, disability, or any other protected characteristic under applicable human rights laws.
Compliance with Laws: The Club shall comply with all federal, provincial, and municipal laws, regulations, and ordinances.

The Club shall indemnify its officers and members against any personal liability arising from the performance of their duties, provided such actions are taken in good faith and in the best interests of the Club. The Club may also maintain appropriate liability insurance to protect its officers, directors, and members acting in an official capacity, to the extent permitted by law.

Certified by the Board members of Golden Owl Sports & Recreation Club Inc.

Date: 2025-08-03

Constitution

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