1:01 The name of the organization shall be Outdoor Enthusiasts! Inc. and hereafter referred to as the organization.
2:00 HEAD OFFICE
2:01 The Head Office of the organization shall be in the City of Moncton in the Province of New Brunswick.
3:01 To enjoy the world of Nature and to socialize together.
3:02 To utilize our natural surroundings efficiently, i.e. to have minimal impact on our environment.
3:03 To learn new skills and share new experiences with one another, and with the general public where applicable.
3:04 To conduct Club events in a manner pleasing and acceptable to ourselves, the public, and Mother Nature.
3:05 To ensure the continued success of the club by the efforts of the executive to serve the membership and assist through effective leadership.
3:06 All events sanctioned by “Outdoor Enthusiasts!” as represented by its Director of Events and Board of Directors shall be available without charge to members and guests, with the exception of those events designated as workshops which are conducted for the education of the membership and which involve costs for materials; “Outdoor Enthusiasts!” may charge an appropriate fee to recover such costs upon submission of an itemized list of such costs by the workshop leader to the President and Treasurer prior to the acceptance of the proposed workshop.
4:01 The members of the organization shall be the subscribers to the Constitution and By-laws, and those persons admitted as members will pay membership fees as approved by the Directors.
4:02 There shall be three classes of membership: “Individual”, “Family” and “Lifetime”.
A) INDIVIDUAL MEMBERS – any individual interested in outdoor activities may apply. Any individual shall pay an annual membership fee and be entitled to one vote at the Annual General Meeting, (AGM).
B) FAMILY MEMBER – any family member residing at the same address interested in outdoor activities may apply and pay the annual membership fee. Each family membership is entitled to two votes at the AGM, provided that each person is over the age of eighteen.
C) LIFETIME MEMBERS – Do not pay the annual membership fee and are entitled to one vote at the AGM. Any current member may email the Board of Directors (BOD), a recommendation for Lifetime membership. The BOD will select Lifetime members based on the following criteria:
Is a member in good standing and has made a significant contribution to the success of Outdoor Enthusiasts! Inc.
4:03 Application for membership will be made to the Director of Membership in writing and shall be accompanied by the payment of a fee as determined by the Board of Directors.
4:04 Any member shall be able to terminate his membership by written notice to the Director of Membership
4:05 The membership of any member may be terminated by resolution of the Board of Directors, (BOD) with termination effective immediately. Such a resolution must specify the reason membership is being terminated and be approved by 70% or more of the BOD. Proper documentation to support the termination must be included with the resolution to ensure a fair and transparent process for all involved.
4:06 Any member of the organization may appeal a decision affecting membership rights and state their case at a meeting for this purpose. The appeal must be in writing and addressed to the President.
4:07 Application to renew membership shall be sent to all members prior to the last Saturday of February by the Director of Membership. Membership and registration shall be for one year and run from April 1 to March 31 and renewable on a yearly basis.
4:08 Recognition of the ‘80th birthday milestone’. The organization will recognize members that turn 80 and are still hiking with the club. This special recognition will only occur for members that are actively participating in the club at the time of their birthday, as it is a celebration of being an active participant at age 80.
5:01 All meetings shall be called by the President of the organization with the exception of Special Meetings.
5:02 Annual General Meeting – The Annual General Meeting of the members shall be called for the purpose of electing directors, receiving reports of directors and auditors, and transacting other such business as may come before the meeting. It shall be held at the Head Office of the organization or elsewhere, as the Board may from time to time determine, and at such time each year as the Board may determine. However, this meeting shall not be held later than the 31st day of October each year. The Secretary shall send notice of the meeting with the agenda at least fifteen days prior to the meeting.
5:03 Agenda at the Annual General Meeting – At the annual meeting of the Outdoor Enthusiasts! Inc. the order of business shall be as follows:
A) Calling the meeting to order
B) Reading of notice calling the meeting and furnishing proof that such notice was duly given and that a quorum is present
C) Reading of minutes of last meeting of members and of any intervening special general meetings of members and considering confirmation of the same.
D) Business Arising from the minutes
E) Presentation of annual report of Directors
F) Presentation of financial report
G) President / VP appointed an independent person to review all accounting items to ensure the accuracy of OEI financials
- Motion to approve financial report
H) The approval of confirmation of the enactment, repeal, amendment, re-enactment of any by-law(s), but only if notice of this item of business has been circulated fifteen days in advance of the Annual General Meeting by the Secretary
I) New business
J) Election of directors
5:04 Special Meeting
(a) Other meetings of the members either special or general, may be convened by the President or majority of the Board of Directors any time at the Head Office of the organization or elsewhere, as determined by the President or majority of the Board of Directors.
(b) Such a meeting shall be called by the Directors by a request in writing of at least ten percent or ten members of the voting membership or the organization.
(c) The Secretary of the organization shall send a notice and the purpose of considering the resolution.
5:05 Observer status may be granted to anybody associated with recreation in New Brunswick. Observers are not entitled to vote but may be accorded floor privileges.
5:06 Quorum of members – A quorum for the transaction of business at any meeting shall consist of not less than ten members or ten per cent of the total membership, whichever is the lesser.
5:07 Copies of the minutes of every special meeting and Annual General meeting shall be e-mailed to all current members on our e-mail list.
6:01 Each individual member in good standing shall be entitled to one vote at the general and special meetings.
6:02 Each family membership is entitled to two votes, provided that each person is over eighteen years of age.
6:03 All motions voted on at a meeting of members, other than motions to amend the constitution and by-laws, shall require a majority vote of members in person or by proxy before becoming valid.
6:04 The Chairman of the meeting shall have a vote and, in the event of a tie on any motion shall not vote again. The motion will be deemed defeated.
6:05 Every question submitted to any meeting of members shall be decided by a show of hands, unless a secret ballot is requested.
6:06 On any question passed for consideration at a meeting of members, and whether or not a show of hands or a voice vote has been taken, the Chairman, or any person entitled to vote, may demand a pool thereon.
6:07 Any member may issue his vote by proxy to another member by completing a proxy form and returning it to the Secretary prior to the meeting. Proxies may be either “General” for all business or “Specific” for one item of business but are valid for that particular meeting only. Proxies for Board of Directors meetings may only be issued to another Board Member.
7:01 Amendments to the constitution and by-laws may be repealed, varied, added to or amended by the Board of Directors at any meeting of the Board, however, such repeal, variance, addition or amendments by the Board shall not have force until the next annual general meeting of the members of the organization, or a special meeting held to ratify such by-laws, and shall be ratified by two-thirds majority of the members voting in person or by proxy at such meeting.
7:02 Notices of motion to amend the constitution and by-laws must be forwarded to the Secretary in writing at least thirty days prior to the annual general meeting, and the Secretary shall forward copies of notice to the membership at least 15 days prior to the annual general meeting.
8:01 The organization will consist of seven (7) Directors: President, Vice-President, Secretary, Treasurer, Membership, Event Planning and Publicity. Committee leaders will not be represented on the Board of Directors but will report directly to a Board member as outlined in section 9:01. All directors will be elected from a slate prepared by the nominating committee and open to modification at the AGM. Any member may put forward a member’s name to be added to the slate of candidates being nominated for a position on the Board of Directors.
The Past President will automatically be a member of the Board but will have no voting privileges during Board meetings. Their role will be to offer support and continuity to the Board.
8:02 Qualifications of Directors – The qualification for a Director shall be coincident with qualifications of Membership in the organization.
8:03 Term of Office of Directors – Directors shall hold office until the end of the Annual General Meeting after being elected. No Director shall hold the same position for more than three consecutive terms.
8:04 Resignations and Vacancies – If any member of the Board of Directors shall resign his office, or without reasonable excuse absent himself from two consecutive Directors’ meetings, or be expelled from the association, the Directors may declare his office vacated and may appoint a successor in his place to hold office until the next Annual General Meeting.
8:05 Vacancies on the Board of Directors, however caused, may be filled by the Directors from among the members of the organization if they see fit to do so; otherwise, vacancies shall be filled at the next Annual General Meeting; but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy.
8:06 Quorum – A simple majority constitutes a quorum of the Board of Directors.
8:07 Meetings – The Board of Directors shall meet three times per year on such days as the Board of Directors may determine. Meetings of the Board of Directors shall be held at such time and place as the President, or in his absence, the Vice-President, may decide to call, and at least seventy two hours notice of such meeting shall be given to each Director in the manner provided for in these by-laws, provided that no formal notice of any meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence. Meetings of the Board of Directors may be formally called by the President, or the Vice-President on the direction of two Directors.
8:08 Decisions at all meetings of the Directors shall be decided by a majority vote. In the case of a tie, the Chairman shall not have a second vote; rather the motion will be deemed lost.
8:09 The remuneration of any Director shall be determined from time to time by resolution of the Board. The remuneration shall be for “out of pocket” expenses associated with expenses incurred on organization business.
8:10 Power of the Board of Directors:
A) The management of the business and affairs of the organization is vested in the board who may exercise all such powers, and do all acts and things on behalf of the organization as may be exercised or done by the organization in general meeting. Without restricting the generality of the foregoing, the duties of the Board shall be to administer, supervise, and otherwise carry on the business and affairs of the organization except those specifically reserved to the organization in general meetings.
B) Subject to any by-laws made from time to time by the organization general meeting, the Board may make such rules and regulations that they deem necessary for carrying out the objects of the organization and for better defining the duties of its officers and its directors and agents, employees and committees and may alter, amend or repeal the same.
C) The Board may establish such standing committees or special committees as in its sole discretion it deems advisable and may delegate to such committees such of its power, duties and functions as they deem necessary, and the Board shall specify the terms of reference of any such committee, provided that membership on such committee shall not be restricted to members of the Board.
D) The Board has the power to delegate to the President or to Committee of the Board such of its powers, duties and functions as in its sole discretion it shall decide, for the purpose of the management of the business and the affairs of the Board between the meetings of the Board.
9:00 COMMITTEES & TASK GROUPS
9:01 The following committees shall exist within the framework of the organization; however, these committees will be overseen by an existing Board Member.
A) Website Facilitator – works with Director of Events
B) Special Projects – works with Director of Events
C) Club History – works with Director of Membership
9:02 The Board, from time to time by resolution, may appoint Task Groups as shall be deemed desirable. Task groups lasting more than a year shall be approved by the membership at the Annual General Meeting.
9:03 A nominating committee consisting of two members and the Past President shall be appointed by the President prior to each Annual General Meeting.
10:01 Fiscal Year – Shall be October 1 to September 30 of the next year
10:02 Banking – All monies of the organization shall be deposited in a branch of a local Credit Union or one of the Chartered Banks of Canada to be designated by the Board of Directors. All payments made by or on behalf of the organization shall be made by cheque drawn on the bank account and signed by not less than two officers of the organization to be designated by the Board of Directors from time to time.
10:03 Auditing of Accounts – The accounts of the organization shall be balanced in a report submitted to the Annual General Meeting.
10:04 Membership Fees – The annual fee to be in March of the upcoming membership year from April 1 to March 31. This fee shall be determined by the Board of Directors and shall be subject to revision from time to time with the approval of the members at Annual General Meeting.
10:05 Funds of OUTDOOR ENTHUSIASTS! INC. – All monies shall be applied towards carrying out the objects of the organization in accordance with the direction of the Board of Directors.
12:01 The Directors may, from time to time, adopt any mark, design, device, or symbol, or emblem for use by the organization.
13:00 DISSOLUTION CLAUSE
13:01 In the event of dissolution or winding up of the organization all its remaining assets, after payment of liabilities, shall be distributed to a recognized organization having objects the same or similar to the objects of the organization and which carry on their work solely in New Brunswick.
14:00 RULES OF ORDER
14:01 “Robert’s Rules of Order” shall apply at all meetings when a procedural dispute arises.
Adopted and approved at the First Annual General Meeting of OUTDOOR ENTHUSIASTS! INC. held on the 24th day of October, A.D. 1984.
Amended at Annual General Meetings of: Oct. 7,1987; Oct.15,1992; Oct.19,1995; Oct.26,2000; Oct. 21, 2008; Oct 25,2020 and Oct 30,2022