Bylaws

Manitoba Fencing Association By-Laws

Voted and approved at the December 10th, 2011 AGM except as indicated.

Download MFA Bylaws

1. Name:

The name of the Association shall be the Manitoba Fencing Association, Incorporated, hereinafter referred to as the “Association” or the “MFA”.

2. Purpose:

The purpose of the Association is to promote and to support participation in the sport of fencing, and to act as the regulatory and coordinating body for the sport of fencing in the Province of Manitoba.

3. Affiliation:

The Association shall be a branch member of the Canadian Fencing Federation and shall conduct its business in accordance with the By-Laws, Rules and Regulations and amendments of the Canadian Fencing Federation insofar as they may concern the Association. The Association shall also conduct its business in accordance with the By-Laws, Rules and Regulations of Sport Manitoba insofar as they may concern the Association.

4. Interpretations:

In the case of differing interpretations as to the meaning of these By-Laws, the Board’s interpretation will prevail. These interpretations and any amendments to the present documents that are passed by a majority vote will be recorded for future reference for MFA members by the Corporate Secretary, and such changes to the By-Laws will include an amendment date.

5. Definitions:

In this and every other By-Law, and in every rule, regulation and resolution of the MFA, unless otherwise specified or required by the context,

(a) “Association”, “Corporation”, and “MFA” means the Manitoba Fencing Association;
(b) “Board” means the properly constituted members of the Executive and Members-at-Large of the Manitoba Fencing Association;
(c) “Executive” means the cumulative position of President, 1st Vice-President, Corporate Secretary, Treasurer, Vice-President-Technical, Board Member-at-Large, and Vice-President-Athletic Development as elected by the MFA membership;
(d) “Members-at-Large” means the cumulative positions of the elected members of each club, provincial team, and coaches’ selection. May also be referred to as Club Members-at-Large and Athlete Member-at-Large;
(e) “By-Law” means a By-law of the Manitoba Fencing Association;
(f) “Rules and Regulations” means the Rules and Regulations of the Manitoba Fencing Association;
(g) “General Meeting” means a meeting open to all of the members of the MFA, and includes the Annual General Meeting, and such Special General Meetings as may be called by the Executive in accordance with the By-Laws from time to time;
(h) “CFF” means the Canadian Fencing Federation;
(i) “Sanctioned Competition” means any competition sanctioned by a competent sports governing body. Without limiting the generality of the foregoing, this includes the CFF, the MFA, and all other Canadian provincial fencing associations or federations;
(j) “Member” means a member of the MFA, and includes all classes of membership created by these By-Laws unless otherwise specified;
(k) Words and phrases in the masculine gender shall be deemed to include the feminine, words and phrases in the singular shall be deemed to include the plural and vice versa, and words and phrases not specifically defined in these By-Laws shall be construed so as to be consistent with the objectives stated herein.

6. Office Location:

The office of the Association shall be in the Province of Manitoba. The address and location of the office of the Association will be determined by the Association in consultation and with respect to any requirements of Sport Manitoba. The Association may apply to Sport Manitoba for alternative arrangements for the office location as the Board sees fit.

7. Fees:

The Board will regulate membership fees and entry fees for tournaments sanctioned by the Board.

The Board may charge fees for additional services or programs such as but not limited to conducting clinics, renting equipment, etc. The amount of such fees shall be determined by the Board.

8. MFA Function

The Association shall operate and conduct its business under the conditions and directions laid out in the Manitoba Fencing Association By-Laws (this document) and the policies and procedures established by the Board.

9. Membership in the MFA:

Corporate Membership

Any company or firm contributing financial sums or goods and services may be designated a corporate member of the MFA by resolution of the Executive. Corporate Membership may have rights as determined by the Board, but those rights will not exceed the privileges and rights of an Individual Membership of the MFA.

Club Membership:

Groups of less than ten individuals will not be recognized as a club of the MFA. Membership status will be based upon payment of the minimum number of annual MFA Individual membership fees as set by the Board.

If a new or re-established club meets the minimum member requirement and other club requirements as established by the MFA, they may petition the MFA for formal club status provided the new club members agree to pay the required MFA membership fees.

A club is defined as a group of at least ten (10) individuals practicing the sport of fencing, having a duly empowered board of officers, consisting of at least three (3) executive club members (one (1) of which must be a treasurer), and a written set of By-Laws. These By-Laws must be submitted to the MFA office for accountability reasons to Sport Manitoba.

A club in good standing is entitled to have one (1) of its own members who is either appointed or elected by the club to participate as a voting representative on the Board of the MFA as a Member-at-Large. Clubs may also delegate an alternate to attend in the absence of the normal representative.

paragraph deleted by vote at the June 19, 2014 AGM

Club membership in the Association may be denied or revoked according to policy.

The Association may also accept membership of Developmental Clubs. Developmental Clubs are defined as clubs with a minimum of three (3) but less than ten (10) members in good standing practicing the sport of fencing, having a duly empowered board of officers, consisting of at least three (3) executive club members (one (1) of which must be a treasurer), and a written set of By-Laws. These By-Laws must be submitted to the MFA office for accountability to Sport Manitoba.

Developmental Clubs are intended for specific purposes and are accepted into the Association at the discretion of the Board on an annual basis – Membership of a Developmental Club would be considered if it serves to:

1) Extend the sport of fencing to new centres outside of the City of Winnipeg
2) Grow or extend fencing to new communities such as but not limited to schools, colleges or universities, to expand the sport in ethnic communities or different age demographics anywhere within the Province of Manitoba.

The Association accepts membership of Developmental Clubs and determines the services provided for them. Developmental Clubs should be established with the intention that they transition to full club status within two (2) calendar years. The Board may choose to extend this period on an annual basis.

Individual Membership:

• Individual membership in the Association shall be open to all persons over 13 years of age who are registered with a member club and who have paid the annual fee set by the Board and otherwise comply with the rules and regulation of the Association.
• Membership in the Association will be open to all those individuals in Manitoba that reside outside of the Winnipeg area where no local MFA member club exists. These individuals are considered rural members. Rural members will be assigned a Club designation based on Sport Manitoba’s regional designation for the location in which they reside.
• In any year that the Board deems membership numbers warrant, the Association may call for nominations and hold an election for a representative to serve as Rural representative to the Board. In the absence of such a representative the Board shall designate one existing executive member to serve in this role in addition to their existing role.
• Membership may be denied or revoked according to policy.
• Individual and rural Members are eligible to apply for all programs run by the MFA should they fulfill the basic requirements for such programs.
• Individual and rural Members are covered by the liability and accident insurance policies held by the Association when directly involved in MFA (and MFA club members) activities.
• Individual and rural Members have one (1) vote, and may carry one (1) proxy vote at MFA General Meetings. Individual Members practicing the sport of fencing may give their voting and proxy right to one (1) parent/legal guardian. If that member chooses not to do so and if his/her parent/legal guardian also wishes to have a vote, he/she must be an Associate Member to also have a voting and proxy right.
• For members under 14 years of age, one (1) parent/legal guardian of that member will be allowed voting rights for that member, regardless of the membership status of that parent/legal guardian.
• Individuals competing in national and inter-provincial events will compete under the banner of the Manitoba Golden Blades, regardless of their club affiliation.

Instructional Membership:

• Beginner fencers who are enrolled in an initial instructional program with an MFA registered club and pay the Instructional MFA fee as set by the Board are eligible to become an instructional member.
• Instructional Membership is limited to the duration of the program or ten (10) weeks of classes or sessions if the time frame is not contiguous, whichever comes first. Instructional members do not have a vote within the Association.
• Instructional members are covered by the liability and accident insurance policies held by the Association when directly involved in the instructional activities.
• Instructional members who wish to continue as a member in the MFA must upgrade to an Individual membership category, in which case they will be granted the right to vote within the Association.

Associate Membership:

• Individuals who wish to assist the Association by volunteering, refereeing, organizing tournaments and/or generally participate in the Association activities but are not involved in the physical activity of fencing at any level, are eligible to become an Associate Member. The fee for this type of membership will be set by the Board.
• Associate Members over 13 years of age have one (1) vote and may carry one (1) proxy vote at MFA General Meetings.
• Associate Members will be covered by liability and accident insurance policies held by the Association when directly involved in Associate Membership activities.

10. Meetings of Members

The Association shall hold, once during each membership year, an Annual General Meeting, to be held within 90 days of the fiscal year end in the City of Winnipeg, Manitoba in a place to be determined from time to time.

Annual General Meeting (AGM):

At least twenty-one (21) calendar days before the date of the meeting, members shall receive an information package regarding the meeting’s content.

Acceptable methods of communication with the membership shall include email, mail or fax as selected by individual members as indicated on their membership form, with the default being email if no other choice is listed as being preferred on the registration form.

Such notice shall include the time and place of the meeting and a written agenda.

The Agenda of the Annual General Meeting shall include, but not be limited to, the following:

i) Registration
ii) Reading of Minutes of the previous General Meeting
iii) Reports of Officers
iv) Audited Financial Report and Forecast
v) Amendments to the By-Laws (if any)
vi) Election of the Officers and naming of Members-at-Large
vii) Election of Athlete Member-at-Large (Athlete Representative) by the Provincial Team Athletes
viii) New Business (if any)

• • The Association may, from time to time, hold Special General Meetings, if so approved by the Board, or requested by a written petition signed by at least ten (10) members of the Association.
  • Notice of a Special General Meeting shall be distributed to members at least twenty-one (21) days before the meeting, and shall include the time and place of the meeting and a written agenda.
  • At all general meetings, the presence of ten (10) voting members (not including proxy votes) of the Association, as defined by these By-Laws, shall constitute Quorum.
  • Members must have held their membership at least twenty-one (21) days prior to a general meeting if they are to exercise their right to vote.
  • Only MFA members in good standing and over 13 years of age are extended voting privileges. For members under 14 years of age, only one parent/legal guardian of that member may carry that member’s vote.
  • Proxy votes are accepted and must be presented in writing to the Corporate Secretary or his or her designate at registration.
  • A parent or guardian of a member under 14 years of age can sign a proxy vote to a member of the Association who is over 13 years of age and who is attending the general meeting. The proxy vote must be in writing with the details of the voting choices of the member. Any other voting decisions not written on the proxy vote will be recorded on the proxy vote by the Corporate Secretary.

11. MFA Governance

The MFA Board will consist of two parts:

1) Executive
2) Members-at-Large

The Association shall elect Officers, as described, to conduct the business of the Association, and these elected Officers together with the elected or appointed Members-at-Large named by the clubs, and provincial team, shall comprise the Board of the MFA. All Officers must be over 17 years of age.

(a) The Executive shall consist of:

Elected Officers of the Executive by the general MFA membership:

• President, elected on an odd numbered year at the AGM for a two (2)-year term, to a maximum of three (3) consecutive terms.
• 1st Vice-President, elected on an even numbered year at the AGM for a two (2)-year term, to a maximum of three (3) consecutive terms.
• Corporate Secretary, elected on an odd numbered year at the AGM for a two (2)-year term, to a maximum of three (3) consecutive terms.
• Treasurer, elected on an even numbered year at the AGM for a two (2)-year term, to a maximum of three (3) consecutive terms.
• Vice-President – Technical, elected on an odd numbered year at the AGM for a two (2)-year term, to a maximum of three (3) consecutive terms.
• Vice-President – Athlete Development, elected on an even numbered year at the AGM for a two (2)-year term, to a maximum of three (3) consecutive terms.

(b) Board Members-at-Large shall consist of:

• One (1) elected member of the Association elected at the AGM each year for a one year term.
• The Club Members-at-Large will consist of one club member per club elected by each club in good standing.
• The elected club members can be, at the discretion of the clubs, the president of the club.
• The club members elected or appointed to the Board will be named at the Annual General Meeting, and can remain on the MFA Board as long as the club wishes the member to be its representative.
• Clubs who lose their good standing with the MFA will also lose their representation seat on the Board.
• Athletes may also appoint one member of the Provincial Team over 17 years of age as Athlete Member-at-Large to sit in at the meetings of the Board, participate in discussions and vote.
• The Board may invite representatives of the Rural membership or of a Developmental Club to attend the Board as non-voting observers.

12. Duties

At the first meeting of the Executive and Board, following the Annual General Meeting, the Executive will determine the portfolios and responsibilities of each Board member in consultation with those Board members.

All Executive officers must be members in good standing of the MFA. The duties of Officers shall be as follows:

President:

• Shall act as chair of all General Meetings, and all meetings of the Board.
• Shall be an ex-officio member of all committees of the Association.
• Shall be a signatory authority for all correspondence and transactions of the Association including all financial transactions.
• During meetings of the Board the President will only vote in case of a tie.
• The President shall represent the Association at the Annual General Meeting of the Canadian Fencing Federation.
• The President shall be responsible for the employees or contractors of the Association.
• The President shall not hold office with a fencing club, except that a club officer may be elected as President, but then must resign from the club office not more than thirty days after being elected as President. The President must be a member in good standing of the CFF.

1st Vice-President

• Shall replace the President in case the President is not available to preside due to illness or resignation or absence.
• The Vice-President shall be a signatory authority for all correspondence and transactions of the Association including all financial transactions.
• The Vice-President must be a member in good standing of the CFF.
• In case the Vice-President replaces the President during the term of office, he/she shall assume the full responsibility of the President, and shall serve for the remainder of the Presidential term. If the Vice-President chooses to not give up their position to fill the remainder of the Presidential term, he/she will assume the Presidential position until a general meeting of the Association is convened within 60 days to elect a new President or Vice-President.

Corporate Secretary:

• Shall record and keep minutes of all Executive, Board and General Meetings.
• Shall be responsible for counting and recording all votes, and the outcome there from, at all Executive, Board and General meetings.
• Shall be a signatory authority for financial transactions.
• Shall be responsible for ensuring a yearly review of the By-Laws.
• Shall be responsible for ensuring yearly Corporate documents are filed with the Corporations Branch of the Government of Manitoba.

Treasurer:

• Shall, in conjunction with the Executive Director of the MFA, review and consult on all financial transactions of the Association and prepare and submit budgets at Executive, Board and general meetings.
• Shall ensure that funds of the Association are deposited in the appropriate accounts (Bank or Trust).
• Has signing authority with the President or other members of the Executive for all financial transactions of the Association.
• Shall be responsible for taxation matters of the Association.
• Shall serve as President in succession following the 1st Vice President.

Vice-President – Technical

• Shall establish, in conjunction with the Provincial Coach, and distribute an annual competition schedule.
• Organize competitions and distribute and collect entry forms.
• Tabulate and keep up-to-date records of competitive points and provincial rankings.
• Schedule and organize coaches and officials clinics.
• Oversee the Provincial fencing programs in cooperation with the Vice-President – Athlete Development.

Vice-President – Athlete Development

• Organize training camps in conjunction with the Vice-President – Technical and the Provincial Coach/Technical Director.
• Organize provincial programs in conjunction with the Vice-President-Technical and the Provincial Coach/Technical Director.
• Organize provincial outreach programs and school programs in conjunction with the Vice-President – Technical and the Provincial Coach/Technical Director.

Board Members-at-Large:

Duties will be determined by the MFA Executive.

13. MFA Board

The members of the MFA Board will review and vote on policy and By-Law changes recommended by the Executive or the membership.

The MFA Board members will also bring forward issues, concerns and recommendations from the MFA membership. Changes to By-Laws approved by the Board will be brought to the general membership at a general meeting for voting approval.

In the absence of both the President and the Vice-President, the remaining Executive or Board members will elect a chairperson. In case the absence of both President and Vice-President is expected to be permanent, the Corporate Secretary will call a meeting of the Board, a chairperson will be elected from among the Board members, and the newly appointed Chairperson will call a General Meeting for election of Officers for the Board within thirty (30) days.

• The members of the Executive and Board will be covered for insurance by the MFA against legal actions and suits arising from their actions or decisions regarding the business of the Association, as long as they do not knowingly break the law in those decisions or actions.
• To ensure that there is no interruption of the Association’s operation, the transition of newly elected Officers of the Board shall be completed within one month after their election to the position.
• The past Officer shall not release his/her duties/responsibilities until transition of his/her position is completed.
• Transition date shall be set to any date within a month after the election as agreed upon mutually between the past and new officer of his/her elected position.
• Except as provided in the Corporations Act, the Executive has the powers of the Association, and may delegate any of its powers, duties and functions as it sees fit.
• The Executive and Board have the authority to create policies and procedures for managing the affairs of the Association. These policies, as developed, will be public information to the general membership.
• The Executive may, at its discretion, appoint any individual to attend the Executive Committee. Those members appointed by the Executive shall serve in an advisory capacity but will not have a vote.
• The Executive and Board shall meet at least six (6) times in the period from September to May inclusively.
• Additional meetings may be held at the discretion of the President, or when requested by a written petition signed by at least three (3) Board Members. Conduct of meetings shall comply with the latest edition of Robert’s Rules of Order. Quorum at Executive meetings shall consist of three (3) Board Members in attendance.
• Minutes of the meetings of the Executive Committee and the Board shall be recorded, must include what is required by the Corporations Act, and may include the following:

i) The names of all attendees of the meeting.
ii) The date on which the meeting was held.
iii) A brief description of all discussions and deliberations of the attendees with the exception of those items submitted as “confidential”.
iv) All formal motions duly submitted by Officers, including the name of the Officers submitting the motions and the outcome of the concomitant vote (the Resolution).

• Board meetings shall be held at the office of the Association or at a mutually agreed upon location, shall be posted on the Association website, and shall be available for scrutiny by all.
• Meetings of the Board will be open to officers and staff of the MFA . When decisions need to be made between meetings, an e-mail of the proposed motions and the descriptions will be sent to all Board members. There will be a date and time by which to vote. The vote will carry with a simple majority. The Executive Director in conjunction with the Corporate Secretary will record all correspondence.
• Others may attend meetings after obtaining prior approval from the President, or by a written petition signed by at least two Board members, or by invitation of the President.
  Only Officers shall be entitled to vote or submit motions to the Executive at Executive Committee meetings.

14. Committees:

• The Board has the power to establish Ad-hoc committees, appoint their members, set their duties, and delegate to any Ad-hoc committee any of its powers, duties and functions.
• The Ad-hoc committee’s chairperson will report to the Board at the request of the Board during a regular or special meeting of the Board.
• When necessary, as determined by the Board, the report will be in writing.
• Where there are recommendations for changes in Policy and Rules and Regulations, these must be approved by the Board.
• Committees will not report directly to the membership.

15. Conflict of Interest:

For an Executive Committee Member, Board Member, staff person, or member in a position of responsibility who is involved in a situation where there is a real or perceived conflict of interest by the member involved or other MFA members, the following course of action is recommended:

a) divestment of interest;
b) verbal or written disclosure;
c) avoidance of involvement in particular items of business;
d) request for resignation.

It is understood that item (d) will only be taken in the most severe cases and then only as a last resort.

16. Appointment of the Auditor Statement:

The MFA Board will recommend a certified auditor for the upcoming fiscal year at the AGM who will complete an audit of the MFA financial records for the next fiscal year end and must make a report to be presented to the membership at the next AGM.

The recommended auditor must be approved by a majority vote of the membership.

17. Amending By-Laws

Amendments to these By-Laws, including changes to, addition of, or deletion of By-Laws, shall only be made after approval by a two thirds majority vote of the voting membership present at a general meeting. A date of change to the By-Law will be attached to it so that the latest known modification to the By-Law are highlighted.

Amendments will become effective immediately and the dates of the amendments will be recorded after each amendment.

18. Posting By-Laws

A copy of the official By-Laws which are filed with the Province of Manitoba Corporations Branch will be posted on the MFA website.

19. Dissolution of the Organization:

Dissolution of the MFA, should the need arise, and the disposition of its assets and settlement of its liabilities will be done in accordance with Sport Manitoba regulations and under its guidance.