Bowling Green Curling Club
Constitution and By-laws
Approved April 11th, 2021
ARTICLE I: NAME
The Club shall be known as the Bowling Green Curling Club, Inc. d/b/a the Bowling Green Curling Club and the Black Swamp Curling Center.
ARTICLE II: PURPOSE
Bowling Green Curling Club is a sports education organization committed to teaching, developing, promoting, and encouraging the sport of curling; to develop youth and adult programs that lead to local, national and international competition. In pursuing such purposes, the corporation shall not act so as to impair its eligibility for exemption under SECTION 501(C)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE III: MEMBERS
The membership of the Club shall be comprised of those who have met such requirements as may be established by the Board of Directors (the Board), and acted in accordance with all by-laws thereof.
ARTICLE IV: MEETINGS
A. ANNUAL MEETING: The annual meeting of the Club shall be held during the spring of each year at a time and place designated by the Board. At the annual meeting, previous minutes will be read, treasurer and committee chairs will provide updates in their respective areas and old/new business will be discussed. At the annual meeting, members shall elect a Board of Directors for the ensuing year, who shall take office immediately following the meeting at which they are elected, and shall continue in office until their successors are elected. Persons eligible to vote at the annual meeting shall be members of the Club as set forth in Article III.
B. SEMI-ANNUAL MEETING: A semi-annual meeting of the Club shall be held during the fall of each year at a time and place to be designated by the Board. At the semi-annual meeting, previous minutes will be read, treasurer and committee chairs will provide updates in their respective areas and old/new business will be discussed, and may elect officers to fill vacancies occurring since the annual meeting. Those persons eligible to vote at such semi-annual meetings shall be the members of the Club as set forth in Article III herein, who have signified their interest in continuing their membership for the ensuing year.
C. SPECIAL MEETINGS: Special meetings of the membership of the Club may be called as follows:
1. By the President, or in his or her absence, the Vice-President.
2. A petition signed by the majority of the Board of Directors.
3. A petition signed by the majority of the members of the Club.
At the special meeting no business shall be transacted other than that for which the meeting was called, and which has been clearly set forth in the notice calling such meeting.
D. NOTICE: Notice of meeting shall be the responsibility of the Club Secretary and shall be given by the appropriate means at least five (5) days before the meeting is to be held.
E. QUORUM: At all general meetings, 10% of the membership of the Club present at such meeting shall constitute a quorum. There shall be no proxy voting.
F. CHAIRPERSON: The President shall act as Chairperson of general meetings of the Club; in his or her absence, the Vice-President; in the absence of both, the members at the meeting shall have the power to elect a member of the Board of Directors as the chairperson of such meeting.
G. PROCEDURE: At all general meetings of the Club, the Chairperson may require a motion, duly seconded, before any question may be discussed at such meeting, and may rule that a member may speak not more than once on a motion, excepting the mover, who may close the debate on the question. Decisions shall be made by majority vote of those members present.
ARTICLE V: OFFICERS AND DIRECTORS
A. BOARD OF DIRECTORS: The Board of Directors shall consist of seven (7) voting members, comprised of six (6) “at large” members, two (2) of which are elected at the year’s annual meeting for a term of three (3) years, and one (1) appointed “Treasurer”. They shall elect from among themselves the officers for the ensuing year as set forth in Section B. Vacancies of “at large” members occurring on the Board may be filled by the Board, such appointment to be effective until the next annual or semi-annual meeting, at which time a replacement can be voted in by the membership. The replacement term will end when the original board member’s term would have ended.
B. OFFICERS: The officers of the Club shall consist of a President, a Vice-President, a Secretary and a Treasurer. The President, Vice-President and Secretary shall be elected by members of the Board of Directors from among their members. The Treasurer shall be appointed by the Board from members not elected to the Board.
1. Officers: Duties of officers shall be those normally assumed by holders of the respective offices:
President: The President shall be responsible for chairing Board/Annual/Semi-Annual meetings, overseeing appointments to committees, and serving on the Club Membership Committee.
Vice-President: The Vice-President shall serve as acting President if the President is absent or unable to complete his/her duties. Additional duties may be assigned by the President as needed.
Secretary: The Secretary shall be responsible for keeping and disseminating minutes of all meetings. Additional duties may be assigned by the President as needed.
Treasurer: The Treasurer shall be responsible for all financial matters and ensuring compliance with all regulations relating to 501(c)3 status, in consultation with the President. The Treasurer will serve on the Finance Committee.
2. Board: The Board shall appoint or recertify Committee Chairs to the four primary standing committees annually by June 30th or as needed in case of unexpected vacancies as set forth in Article VI.
D. BOARD MEETINGS: Meetings of the Board of Directors shall be at the call of the President or a quorum of the aforementioned Board. There shall be a minimum of four (4) meetings scheduled each year. Four Board (4) members present constitute a quorum. Decisions shall be made by majority vote of members present, with the Chairperson having a second casting vote in case of a tie.
E. GREAT LAKES CURLING ASSOCIATION: The Board shall appoint representatives to the Great Lakes Curling Association (GLCA), and shall annually review such appointments, in accordance with any procedures set forth by the GLCA. The GLCA rep(s) shall keep the Board informed of any USCA or GLCA rule changes.
F. UNITED STATES WOMEN’S CURLING ASSOCIATION: The Board shall appoint representatives to the United States Women’s Curling Association (USWCA), and shall annually review such appointments, in accordance with any procedures set forth by the USWCA. The USWCA rep(s) shall keep the Board informed of any USWCA rule changes.
ARTICLE VI: COMMITTEES
A. STANDING COMMITTEES: The following Four (4) committees exist under the Board of Directors. The committee chairs (or designees thereof) will attend the board meetings to provide updates and receive direction but are not voting members of the Board of Directors.
With the exception of the Nominating Committee, all committees shall have a board approved charter defining the roles and responsibilities of the committee and their related sub-committees. Each committee may recommend updates to their charter as deemed appropriate, including adding/removing sub-committees, however all charter changes require Board of Director approval prior to going into effect.
1. Club Membership Committee: The committee is broadly responsible for all membership related club operations as defined in its charter.
2. Facility Operations Committee: The committee is broadly responsible for all facility operations as defined in its charter.
3. Finance Committee: The committee is broadly responsible for all finance related operations as defined in its charter.
4. Nominating Committee: A nominating committee of three (3) members shall be appointed by the President. They shall prepare a list of at least two (2) nominees for the Board, and after obtaining agreement of the nominees to stand, shall submit these names to the membership for election at the annual meeting. Additional nominations may be made from the floor at the meeting. In considering candidates, the principle of rotation in office should be maintained. No members shall serve as an “at large” member on the Board for more than three (3) consecutive years.
B. The President may also appoint such other Committees as he/she deems necessary from time to time.
ARTICLE VII: DUES
Dues will be set each year and will be payable on such basis as may be determined by the Board of Directors.
Unless specific prior arrangements are made with the Treasurer and/or chair of the Finance Committee, members who are delinquent with their dues from a previous season(s) will have curling and all membership privileges withheld. It will be the responsibility of the Club Membership Committee to assist in the collection if necessary.
ARTICLE VIII: AMENDMENT
The by-laws of the Bowling Green Curling Club may be amended in the following manner:
1. With the recommendation (for or against) by the Board and by giving prior notice (in writing) to the members of motion to be presented at the Annual or Semi-Annual Meeting and passing same by two-thirds vote of the membership present at such Annual or Semi-Annual Meeting.
2. By giving notice (in writing) of motion at the general meeting and passing same by a two-thirds vote at the next general meeting at which one-half of the membership is present.
3. By the unanimous vote at a general meeting at which one-half of the membership is present.
ARTICLE IX: INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND VOLUNTEERS
To the extent permitted by Ohio law, the Organization shall indemnify any present or former Director, officer, committee member, administrative staff resource person to a committee, key administrative staff employee, or organization volunteer against expenses (including attorney's fees), judgments, decrees, fines, penalties, amounts paid in settlement, and other liabilities in connection with the defense of any pending or threatened action, suit, or proceeding whether criminal, civil, administrative, or investigative, to which such person is or could reasonably expect to be made a party, provided:
(a) that such person was not guilty of willful or wanton misconduct in the performance of their duty to the Organization;
(b) that such person acted in good faith in what they reasonably believed to be the best interests of the Organization; and
(c) that, in any matter the subject of a criminal action, suit, or proceeding, such person had no reasonable cause to believe that their conduct was unlawful.
The determination as to (a), (b), and (c) above shall be made:
(1) by a majority vote of a quorum of the Board of Directors consisting of said Directors who are not or were not parties to or threatened with such action, suit, or proceeding; or
(2) if such a quorum is not available, or even if obtainable, if a majority of such quorum of disinterested Directors so directs, by a written opinion of independent legal counsel to whom the matter may be referred by a majority of Directors. Any independent counsel or a firm associated with the attorney shall not have performed services for the Organization or any person to be indemnified within the past five years.
The termination of any claim, action, suit, or proceeding by judgment, order, settlement, conviction, or plea of guilty or nolo contendere shall not create a presumption that such person did not meet the standards of conduct set forth in this Article.
To the extent that any such person has been successful on the merits, on a procedural basis or otherwise, with respect to any such action, suit, or proceeding, or in the defense of any claim, issue, or matter therein, such person shall be indemnified against expenses, including reasonable attorneys’ fees, incurred in connection therewith regardless of the determination specified in the above paragraph of this Article.
The indemnification provided by this Article shall not be deemed exclusive of, or in any way to limit, any other rights to which any person eligible for indemnification may be or may become entitled as a matter of law, or pursuant to the Articles of Incorporation, the Code of Regulations, agreements, insurance coverage, or otherwise. The indemnification provided by this Article shall continue as to a person who has ceased to be a Director, officer, committee member, administrative staff resource person, or key administrative staff employee and shall inure to the benefit of the heirs, executors, and administrators of such person.
Irrespective of the provisions of this Article, the Board of Directors at any time or from time to time, may approve the indemnification of Directors and officers or other persons to the full extent permitted by the provisions of the Ohio General Nonprofit Corporation law at the time in effect, whether on account of past or future transactions.
The extension of rights of indemnification hereunder by liberalization of any existing law of the State of Ohio shall not be construed as limiting any right of indemnification of any Director or officer which has accrued under an existing law. It is the intention of this provision that any liberalization of the law of the State of Ohio shall inure to the benefit of Directors and officers entitled to indemnification. No change in the law of Ohio decreasing the rights of indemnification shall be deemed to derogate from or decrease any right of indemnification which shall have accrued or vested prior to the change in such law.
If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effect of the remaining provisions of this Article shall not be affected.