ONB Constitution (February 2002)

1	Name
2	Affiliation
3	Head Office
4	Jurisdiction
5	Objectives
6	Membership
7	Meetings
8	Quorum of Members
9	Voting
10	Amendments
11	Directors
12	Officers
13	Committees
14	Finance
15	Dissolution Clause
16	Rules of Order

1.0 Name
1.	The organization hereby constituted shall be called "Orienteering New Brunswick" and hereafter referred to as "ONB".

2.0 Affiliation
1.	ONB shall be affiliated with the Canadian Orienteering Federation (COF).
2.	The President shall be the official representative of ONB on the COF and Sport New Brunswick (SNB).

3.0 Head Office
1.	The head office of ONB shall be in the Province of New Brunswick at such place as the Board of Directors determine.

4.0 Jurisdiction
1.	All members of ONB shall fall under the jurisdiction of ONB.

5.0 Objectives
1.	To promote, develop, and encourage the sport and recreation of orienteering in the Province of New Brunswick.
2.	To liaise with government and private agencies/organizations interested in promoting and supporting orienteering in New Brunswick.
3.	To assist in the establishment of orienteering clubs throughout the Province of New Brunswick.
4.	To promote elite competition as well as the recreational aspects of orienteering.
5.	To communicate information to its members.
6.	To act as a forum for the exchange of members views.

6.0 Membership
1.	Membership in ONB shall include:
	Active
	Honorary
2.	Active membership shall be limited to:
	a.	Duly constituted orienteering clubs.
	b.	Any persons who are members of orienteering clubs affiliated with ONB.
	c.	Individual orienteers not affiliated with a club.
A.	Honorary members are those persons who have provided distinguished service to orienteering in New Brunswick. Such members are to be recommended by the Board of Directors at the AGM.
B.	Application for club memberships shall be submitted in writing to the Board of Directors for its approval. Clubs shall include a copy of their constitution with their letter of application.
C.	Any member shall be able to terminate his/ her membership by written notice to the Secretary of ONB.
D.	The membership of members may be terminated by resolution of the Board of Directors and termination shall be in effect immediately. Such resolution must be confirmed by two thirds (2/3) of those present at an AGM of ONB or at a special meeting duly called for the purpose of considering the resolution.
E.	Any member of ONB may appeal a decision affecting his or her membership rights and state their case at a meeting for this purpose.
F.	Membership shall be for one year from date of application and must be renewed annually to be in good standing, except for honourary members.

7.0 Meetings
1.	Annual meetings (AGM) - of the members 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 ONB or elsewhere as the President may determine. It shall be held in the fall after the meet schedule is completed, but in no case later than the last weekend in November, if at all possible. The secretary shall send notice of the meeting with the agenda at least 15 days prior to the meeting.
2.	Agenda at the Annual General Meeting - At the annual meeting of the AGM the order of business shall be as follows:
	a.	Calling the meeting to order;
	b.	Reading the notice calling the meeting and furnishing proof that such notice was duly given and a quorum is present;
	c.	Acceptance of minutes of last AGM and considering confirmation of the same;
	d.	Presentation of the annual report of directors;
	e.	Presentation of the financial reports;
	f.	Discussion and, if thought fit, approval of the financial reports;
	g.	The appointment of an auditor(s) and, if thought fit, dealing with his or their remuneration;
	h.	The approval or confirmation of the enactment, repeal, amendment or re-enactment of any constitution, but only if notice of this item of business has been truly been given;
	i.	Election of directors;
	j.	Miscellaneous business, if any, of which notice has been included in the notice of meeting; and
	k.	New business.
3.	Special Meeting
	a.	Other meetings of the members, may be convened by the President or majority of the Board of Directors at any time at the head office of ONB, or elsewhere as determined by the President or majority of the Board of Directors.
	b.	Such meeting shall be called by the President or Directors if requested in writing by at least 25% or 10 persons, whichever is the least.
	c.	The Secretary of ONB shall send a notice and the agenda to all members a full 15 days prior to said meeting.
	d.	Observer status may be granted by the Executive. Observers are not entitled to vote, but may be accorded speaking privileges.

8.0 Quorum of Members
1.	A quorum for the AGM shall consist of 8 members or 25% of the total membership.

9.0 Voting
1.	Each active member in good standing shall be entitled to one vote at the AGM and special meetings.
2.	Each club is entitled to one vote representing a decision reached at the AGM of the club.
3.	All motions voted on at a meeting of members other than motions to amend constitution shall require a majority vote of members present, before becoming valid.
4.	The Chair of the meeting, in the event of a tie on any vote, shall cast the deciding vote.
5.	Clubs shall have the right of proxy whereas individuals shall not have this right.
6.	At all ONB AGM's and special meetings voting shall be by voice unless a secret ballot is requested by any member.
7.	On any question passed for consideration at a meeting of members, and whether or not a show of hands or voice vote has been taken, the Chair or any person entitled to vote may demand a poll thereon. Club votes shall always be taken by poll.
8.	Honorary members are entitled to one vote.
9.	Any amendment to the constitution shall require a minimum of two thirds (2/3) majority at the ONB AGM or special meeting.

10.0 Amendments
1.	Notices of motion to amend the Constitution must be forwarded to the Secretary in writing, by fax or email at least 30 days prior to the AGM, and the Secretary shall forward copies of notices to the membership at least 15 days prior to the AGM.

11.0 Directors
1.	Any member of ONB shall be eligible to be elected as a director of ONB.
2.	The affairs of ONB shall be managed by the Directors and Officers of ONB. The Directors shall whenever possible represent the seven regions of the province as set out in Sport, Recreation and Active Living, Culture and Sport Secretariat's current regional map or as subsequently amended.
3.	The Board of Directors shall have power to appoint a Director to a region which does not have an elected member on the Board.
4.	Term of office of a Director shall be two years and he/she shall hold office from immediately following the AGM at which elected.
5.	The Directors of ONB shall be elected and retire in rotation. Directors shall be elected for a term of two years from regions 1, 3, 5, and 7 on odd numbered years and directors from regions 2, 4, and 6 on even numbered years. The regions are:- 1.Capital (Fredericton), 2.Restigouche (Campbellton), 3.Chaleur/Peninsula (Bathurst), 4.Miramichi/Kent (Miramichi), 5.South East (Moncton), 6.Republic (Edmunston), 7.Fundy (Saint John).

6.	In the event a Director resigns his or her office or ceases to be a member of ONB, the vacancy created may be filled for the unexpired portion of the term by the Board of Directors from members of ONB.
7.	The Board of Directors shall meet once a year, and more often if required.
8.	Four Directors shall constitute a quorum.
9.	The Board of Directors shall meet at the request of the President or at the written request of 4 members of the Board.
10.	Voting at all meetings of the Board shall be decided by a majority of votes. In cases of a tie, the Chair shall have the deciding vote.
11.	The remuneration of any Director shall be determined from time to time by resolution of the Board.

12.0 Officers
1.	The officers of ONB shall be Past President, President, Vice-President, Treasurer and Secretary. The offices of Treasurer and Secretary may be combined.
2.	The officers of ONB shall be elected at the AGM of ONB from a slate of officers prepared by the nominating committee and/or nominated from the floor and shall be included as members of the Board of Directors.
3.	The officers shall be elected for one year and hold office from immediately following the AGM to and including the next AGM.
4.	Duties of the officers:
A.	Duties of the President shall be:
	1.	To direct the business of the ONB in accordance with the constitution and wishes of the members;
	2.	To take the role of chair at all meetings of the Executive and Board of Directors;
	3.	To coordinate the activities of the officers of ONB;
	4.	To render an account to the members of ONB of the activities of the Board of Directors and of the Executive;
	5.	To represent ONB in all matters or to appoint an officer or members of the Executive to do so.
B.	Duties of the Vice-President shall be:
	1.	To preside at meetings in the absence of the President;
	2.	To assist the President when called upon;
	3.	To have such other powers and duties as from time to time may be assigned to him or her by the Board.
C.	Duties of the Secretary shall be:
	1.	To send notices of meetings to members;
	2.	To record the minutes of all meetings and send copies of minutes to all members of ONB;
	3.	To sign with the President or other signing officer such instruments as require his/her signature.
D.	Duties of the Treasurer shall be:
	1.	To record and keep records of all financial transactions of ONB and to assist the auditors in whatever way possible;
	2.	To make disbursements as ordered by the Board of Directors;
	3.	To sign all cheques;
	4.	To keep ledgers of all disbursements and to keep the financial books of ONB in proper order;
	5.	To render an accounting of all financial transactions at the AGM and meetings of the Board of Directors and to exhibit the books of ONB when called upon to do so;
	6.	To furnish the AGM of ONB with an audited financial statement of ONB's position, which statement shall have been audited by the auditor elected at the previous AGM;
	7.	To return to ONB all books and papers belonging to the office upon retirement as Treasurer.
E.	Powers of the Board of Directors:
	1.	The management of the business and affairs of ONB shall be vested in the Board who may exercise all such powers, and do all acts and things on behalf of ONB as may be exercised or done by ONB at the AGM. Without restricting the generality of the foregoing, the duties of the Board shall be to administer, supervise, and otherwise to carry on the business and affairs of ONB except those specifically reserved to ONB in AGM.
	2.	The Board shall be subject to any amendments to the constitution made from time to time by ONB at the AGM.
	3.	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 powers, duties and functions as they shall deem necessary, and the Board shall specify the terms of reference of any such committee, provided that membership on such committees shall not be restricted to members of the Board.
	4.	The Board is authorized to delegate to the President or to a committee of the Board such of its powers, duties and functions as in its sole discretion it shall decide, for purposes of the management of the business and the affairs of the Board between meetings of the Board.

13.0 Committees
1.	The Board may elect or appoint the following standing committees:
	a.	Mapping
	b.	Publicity
	c.	Nominating
	d.	Finance
	e.	Competition
	f.	Membership
	g.	Publication - Education
	h.	History and Records
	i.	Technical
	j.	Club Development
2.	The Board may from time to time by resolution elect or appoint other standing committees as they deem advisable.

14.0 Finance
1.	Fiscal year shall be April 1 to March 31 of the following year.
2.	Banking - all monies of ONB shall be deposited in a branch of one of the financial institutions of Canada as designated by the Board of Directors. All payments made by or on behalf of ONB shall be made by cheque drawn on the bank account signed by not less than two officers of ONB to be designated by ONB from time to time.
3.	Auditing of accounts - the accounts of ONB shall be balanced and an audited statement submitted to the AGM. The auditor shall be elected at the previous AGM.
4.	Membership fees - the annual fee, to be paid in each calendar year, shall be determined by the Board of Directors, and shall be subject to revision from time to time with the approval of the AGM.

15.0 Dissolution Clause
1.	In the event of dissolution or winding up of ONB, all its remaining assets, after payment of liabilities, shall be distributed to the member clubs in good standing at the time of dissolution.
2.	In the event that there are no member clubs at dissolution, all remaining assets, after payment of liabilities, shall be donated to the COF.

16.0 Rules of Order
1.	Roberts Rules of Order shall apply at all meetings at which a jurisdictional dispute arises.

Dated:
	February 2002