Constitution - English

• Constitution •

Pickleball NB - Pickleball N.-B.

(PNB)

Article 1: Name

The bilingual name of the organization is “The Federation of Pickleball Inc. (FPI) / La Fédération de Pickleball Inc. (FPI)”, to be also know as the “FPI of / du NB”.

Article 2: Purpose

1. The purpose of the FPI / FPI is to:

a) Promote a sport that provides fun and exercise.

b) Promote programs which enhance the quality of pickleball throughout the Province of New Brunswick.

c) Be a non-profit and financially independent Federation.

d) Develop on-going leadership.

e) Develop and provide member services.

f) Continually provide information to players.

Article 3: Membership

Eligibility: Any registered pickleball club with the FPI / FPI and has paid current dues to the FPI / FPI shall be considered an active club.
1. Definition: Club means a club which has paid its dues; and
2. Club member means a person who is a member of a club, which has paid its dues.

Article 4: Dues, Voting Rights, Suspension, and Expulsion

Membership Dues. The Board of Directors (BOD) will establish the amount of dues as being $10 per member per club for a one year period from January 1st to December 31st.

Voters. The voting clubs of FPI / FPI shall be paid up members.

Application for Membership. Application for membership should be submitted in the proper form to FPI / FPI .

4. Suspension or Expulsion of Members. The BOD shall have the power to suspend or expel any member for cause. Any member who fails to pay dues when they are due shall automatically be suspended from membership without notice.

Article 5: Meetings of Members

Annual General Meeting. The Annual General Meeting of FPI / FPI may be held annually in the month of May at a time and place set by the Co-Chairs.

Notice of Meetings. Notice of the date, time and place of the Annual General Meeting or a Special General Meeting shall be sent electronically to all members not less than 30 days before the meeting.

Quorum and Voting. At all Annual or Special General Meetings, the presence, either in person, by proxy, by telephone, or by any communication device, of 5 or more clubs shall constitute a quorum. A majority of those voting shall determine the action of FPI / FPI.

All meetings of FPI / FPI shall utilize Robert’s Rules of Order.

Proxy votes. Any club may assign by proxy the right to vote on his/her behalf to another club. Every active club has the right to give a proxy vote.

Article 6: Board of Directors (BOD) and Officers

Responsibilities. The BOD shall manage the affairs of the FPI / FPI.

Composition of the BOD. The BOD shall be composed of the Immediate Past Co-Chairs and not less than 8 additional Directors. Co-Chairs who do not complete his/her term of office shall not become the Immediate Past Co-Chair unless confirmed by a majority vote of the BOD.

Officers and Terms. The Officers of FPI / FPI are the Co-Chairs, Vice President representing the following regions of New Brunswick, (Southeastern NB Region, Fundy Region, Madawaska/Victoria Region, Acadian Peninsula Region, Miramichi Region, Fredericton Region, Kent Region), Secretary and Treasurer. The Officers will be elected at the first BOD Meeting following the Annual General Meeting, and will take office immediately following their election. Their terms will extend to the first BOD Meeting following the next Annual General Meeting.

Election and Term. Directors shall be elected for a term of 3 year(s) by the members at an annual meeting of members.

Each Director elected at an Annual General Meeting will serve a 3 year term. Directors must be individuals, 18 years of age, with power under law to contract. At the end of their term, a Director may run for another 3 year term to a maximum of 6 years. The Past Co-Chairs may serve a total of 7 years.

Co-Chairs.

The Co-Chairs shall be the Chief Executive Officers. The Co-Chairs shall preside at all membership and BOD meetings. The Co-Chairs, in consultation with each other, shall appoint, with the approval of the BOD, committee chairpersons and committee members whose appointments are not otherwise provided in these Bylaws. At the first Annual General Meeting, the present Co-Chairs shall be replaced by a President.

Vice President.

The Vice President shall assist the Co-Chairs in the performance of the Co-Chairs’s duties and shall exercise all powers of the Co-Chairs in the case of one of the Co-Chair’s resignation, incapacity, removal, or death. The Vice President shall preside over all meetings of FPI / FPI or the BOD at which both Co-Chair’s are not present.

Treasurer.

The Treasurer shall be the Chief Financial Officer and shall be responsible for the financial management of the organization. The Treasurer shall perform such other duties as may be assigned by the Co-Chairs.

8. Secretary.

The Secretary shall keep the minutes of all Annual, Special, General and BOD Meetings, and send those notices electronically referred to in Article 5. The secretary shall also perform such other duties as may be assigned by the Co-Chairs. Minutes of Annual and Special General Meetings will be sent to the members.

9. Vacancies.

If any vacancy occurs on a Committee the BOD shall fill the vacancy. If the vacancy should occur in the office of the Chairperson, the remaining members of the Committee shall select a Chairperson from the remaining members.

10. Quorum.

A quorum at BOD Meetings is 5 Directors.

11. Action without a Meeting.

Any action required or permitted to be taken at a BOD Meeting or committee meeting, may be taken without such a meeting if the majority of BOD Members or committee members consent to taking the action without a meeting. Such consents shall have the same force and effect as a unanimous vote of the BOD or the applicable committee.

12. Removal of Officer or Director. At any BOD Meeting, or at a special meeting of members, any Officer, BOD Member, or committee member may, by a vote of not less than two-thirds of the BOD, be removed from office with or without cause, and a successor may be elected or appointed pursuant to the provisions of this Constitution.

13. Remuneration:

The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.

14. Meetings of the BOD.

Meetings of the BOD may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be sent electronically, to each director. There shall be at least one (1) meeting per year of the BOD. And any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken. Each director has one (1) vote.

Article 7: Committees

Committees.

FPI / FPI shall have the following committees: Executive Committee; Membership Committee; Ambassador Committee; Grievance Committee; Newsletter Committee; Nominating Committee; Rules Committee; Web Site Committee. FPI / FPI may have other Committees as established by the BOD or the Co-Chairs. All Committee members shall serve without compensation and shall be members of FPI / FPI.

2. Executive Committee

The Executive Committee shall be composed of the Co-Chairs, Vice Presidents, Secretary and Treasurer. The Executive Committee shall meet at the will of the Co-Chairs. Decisions and recommendations shall be made to the BOD. Each member of the Executive Committee shall have one vote.

Meetings of the Executive committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours electronically sent notice of such meeting shall be given, other than by e-mail, to each member of the committee. A minimum of 3 members shall constitute a quorum. Any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken.

Executive Committee members must be actively involved in Pickleball.

Any executive committee member may be removed by a majority vote of the BOD.

The Executive Committee shall exercise such powers as are authorized by the BOD.

The members of the Executive Committee shall have and exercise, authority of the BOD in the management of FPI / FPI, subject to the limitations as may be prescribed by the Constitution.

Nominating Committee.

Composition. The Nominating Committee shall be composed of BOD Members and members chosen by the BOD. Committee members shall serve a two-year term. The Chairperson of the Nominating Committee shall vote on all matters that come before the Committee. The number of Nominating Committee members shall be 5 persons. The Nominating Committee shall make recommendations to the BOD.
Vacancies in the Nominating Committee. If any vacancy occurs on the Nominating Committee before it has filed its report of nominations, the BOD shall fill the vacancy. If the vacancy should occur in the office of the Chairperson, the remaining members of the Nominating Committee shall select a Chairperson from the remaining members.
Nominations by Petition.
1. Members may nominate members to serve as BOD members, or at-large members of the Nominating Committee. Nominations shall be filed with the Secretary no later than 15 days prior to the Annual General Meeting.
2. Members may be nominated to serve as BOD members at a Special Meeting, voted on and if approved by the majority of the BOD, shall serve as BOD members until the next AGM.

4. The Tournament Committee will be responsible for recommending tournaments and organizing them in various locations around the Province.

The tournaments will all be sanctioned by the FPI / FPI and be separate from non-sanctioned tournaments. To play in a sanctioned tournament players must belong to a club who is a member of FPI / FPI and has paid their dues.

cdcfdThe committee will also advise on whether or which tournaments should be sanctioned under Pickleball Canada Organization (PCO).

The committee members will consist of a chair and a minimum of three additional members from the larger centres of activity. These Cities would primarily be Greater Moncton, Saint John and Fredericton, Edmundston and Caraquet, where tourism funding is more readily available, but the committee will also make recommendations for smaller locations to be considered. It is recommended that a Provincial Sanctioned Tournament will be held each year in a different city.

5. Grievance Committee.

a) The Grievance Committee shall be composed of at least five members chosen by the BOD.

b) The Committee shall be responsible for deciding matters relating to the Constitution and the standards of conduct, fair play, and good sportsmanship. Its responsibilities include, but are not limited to, deciding:

i. Grievances arising out of or concerning tournaments.

ii. Grievances concerning players participating in tournaments or the use of equipment.

iii. Appeals from suspensions imposed under FPI / FPI rules and regulations.

iv. Grievances arising out of national committee business.

c) Filing a Grievance. Any written grievance shall be sent by first-class, certified or registered mail, or by e-mail to the head office of FPI / FPI.

d) Investigation and initial decision.

The Chairperson may decide the grievance based on such investigation as he or she deems appropriate.
The Chairperson has the discretion to take any disciplinary action he or she deems appropriate; including, but not limited to, issuing verbal or written reprimands, imposing conditions upon the acceptance of entry into tournaments, suspending a player from participation in a tournament or competition, or termination from FPI / FPI.
The Chairperson shall notify all parties of the decision in writing or by e-mail. The decision shall become effective upon the date of mailing, unless otherwise stated, or unless a stay is granted.
There shall be no appeals. The decision of the Grievance Committee shall be final.

6. Rules Committee.

The Rules Committee shall examine pickleball rules of this and other jurisdictions, and recommend their adoption, amendment, or elimination by the BOD. Members of this committee shall have considerable playing experience, refereeing experience, tournament experience, and a thorough knowledge of the rules of the game. The committee will make recommendations to the BOD, and update and interpret rules as needed.

7. Membership Committee.

The Membership Committee shall solicit new FPI / FPI members, renew memberships, and be the repository of information about existing members of FPI / FPI. The Treasurer will be in charge of the collecting and the accounting of membership dues.

8. Newsletter Committee.

The Newsletter Committee shall write and solicit from others, articles relating to pickleball for publication. Copies of the newsletter will be distributed to all FPI / FPI members electronically. The newsletter must be approved by two-thirds of the BOD before it is distributed.

9. Web Site Committee.

The Web Site Committee shall manage FPI / FPI web sites and be approved by the BOD.

10. Appointment of Committees and Duties of Committee Chairpersons.

The Co-Chairs shall be ex-officio, a member of all committees, except the Nominating Committee and the Grievance Committee, but shall have no voting power on any committee. The Co-Chairs, with the approval of the BOD, shall appoint the chairperson of each committee, other than the Executive Committee. The chairperson of each committee shall preside at all committee meetings. Unless the chairperson appoints a secretary to the committee, the chairperson shall be responsible for giving notice of all meetings and shall be responsible for keeping a record of its proceedings.

11. Meetings.

Meetings of any committee shall be held at the time and place set by its Chairperson. One half of the members of any committee shall have the power to convene a meeting.

12. Minutes of Meetings.

All committees shall keep minutes of their proceedings, copies of which will be sent to the Secretary. The results of any telephone, or electronic vote shall be recorded in the minutes of the next meeting of the committee.

13. Telephone Conference Meetings.

BOD Members may hold meetings by telephone and or video conferencing, or similar communications equipment in which all persons can hear each other, and participate in the meeting. Such participation shall constitute presence at the meeting.

14. Reimbursement of Expenses.

On application for reimbursement, the Treasurer shall reimburse persons reasonable amounts paid by such persons that have conducted approved business on behalf of FPI / FPI. Supporting documents and receipts are required.

15. Conflict of Interest.

Any Director, who may, in any way, is involved in anything that might reflect on his/her duties with the FPI / FPI will divulge same to the BOD.

Article 8: Adoption of new or amendment of existing Constitution.

The Bylaws The Constitution of the FPI / FPI may be enacted by a majority of the directors at a meeting of the BOD and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the Constitution at a meeting of members duly called for the purpose of considering the said Constitution.

Article 9: Financial Administration

Fiscal year 1. The fiscal year of FPI / FPI shall be January 1, to December 31st unless changed by the BOD.
Cheques. One of the Co-Chairs, and the Treasurer must sign all cheques.

3. Bank Account. A separate FPI / FPI bank account must be used to transact all FPI / FPI finances.

4. Cessation of Operations. Should FPI / FPI cease to operate, all funds remaining after the payment of bills shall be distributed to the members.

Article 10: Protection of Directors

Every Director of FPI / FPI, in exercising his/her powers and discharging his/her duties, shall act honestly and in good faith with a view to the best interests of FPI / FPI and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances and by so doing, no director shall be held liable for any of his/her actions.

Article 11: Books and Records

All books of account shall be kept at the offices of the Treasurer. The Secretary shall keep copies of the Minutes Book, a copy of the Constitution, and Minutes of Meetings of the BOD. The Secretary will also keep the minutes of all Annual General Meetings and Special Meetings.

Article 12: Execution of Documents

Contracts, documents or any instruments in writing requiring the signature of the FPI / FPI, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the FPI / FPI without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the FPI / FPI to sign specific contracts, documents and instruments in writing.

Article 13: Auditors

The members may choose to appoint an external accountant to audit or review the accounts of the FPI / FPI for a report to the members at the next annual meeting. The remuneration of the accountant shall be fixed by the BOD.

ADOPTED by the Annual General Meeting held in Moncton, NB, on May 27th, 2016

_______________________________ _________________________________

Co-Chair (1) Co-Chair (2)

__________________________

Secretary