FITNESS NB CONSTITUTION

Article 1.0 Name
The name of the organization shall be Fitness New Brunswick.

Article 2.0 Use of Name and Logo
The name and logo, as registered with the Province of New Brunswick, are the property of Fitness New Brunswick and may only be used after permission is granted by the Fitness New Brunswick board.

Article 3.0 Mission and Vision Statements

  • 3.1 Mission: “Fitness New Brunswick is the leader in safe approaches to physical fitness for all New Brunswickers through advocacy, certification and continuing education of fitness and exercise professionals.”.
  • 3.2 Vision: “To be the leading authority in certifying fitness and exercise professionals in New Brunswick.”.

Article 4.0 Fiscal Year
The fiscal year of Fitness New Brunswick shall commence on the 1st day of April of each year and terminate on the 31st of the following March.

Article 5.0 Membership

  • 5.1 Membership to Fitness New Brunswick is open to all persons and organizations interested in pursuing the purpose of Fitness New Brunswick.
  • 5.2 The membership year shall be twelve months beginning April 1st and ending March 31st. Upon applying for membership in Fitness New Brunswick, each individual shall pay such membership fees as are determined by the board from time to time.
  • 5.3 All paid members shall have voting privileges.
  • 5.4 The responsibilities of voting members shall be to elect a Board of Directors, to serve on the Board of Directors or such sub-committees of Fitness New Brunswick as required by election or by appointment.

Article 6.0 Management

  • 6.1 The management of Fitness New Brunswick shall be vested in a Board of Directors (hereinafter called the “board”) consisting of not more than 10 voting members of Fitness New Brunswick and 2 ex-officio voting board members.
  • 6.2 The incoming Executive shall be elected at the conclusion of the AGM and shall take over office at the completion of the AGM. Any Executive positions that remain vacant after the Executive election shall be appointed at the first board meeting following the AGM. This meeting to be held within one month of the AGM.
  • 6.3 The length of term for an officer of the board shall be for two years with the ability to serve a maximum of three consecutive terms. After such time the member may not re-offer until one full year has elapsed.
  • 6.4 In order to maintain regular turnover of the board half of the director positions will be designated to begin and end in even numbered years and half will be designated to begin and end in odd numbered years.
  • 6.5 The board shall have the right to fill any board vacancy occurring in the interim of the annual general meeting. The person(s) filling such vacancies shall serve the remainder of the term of the vacated office and during that term will be acclaimed by membership at the AGM to finish the remainder of that term.
  • 6.6 The President shall appoint sub-committee chairpersons to be responsible to and report to the board.
  • 6.7 An Ad-Hoc Nominating Committee will be appointed each year by the board prior to the annual meeting. This committee shall bring a slate of new directors at the annual meeting.
  • 6.8 The board, at each annual meeting, shall submit the name of a certified accountant who has agreed to prepare a review engagement report or audit for the following year.  Fitness New Brunswick will be audited once every four years. The appointment of the proposed auditor may be approved by a simple majority vote of the members present at the AGM.
  • 6.9 The board shall be responsible for and have control over all policies, administration and programs/services of Fitness New Brunswick. No contract, debt or obligation shall be binding except by authority of the board.
  • 6.10 The board shall engage an Executive Director to execute the policy, administration and programs/services of Fitness New Brunswick as approved by the board.
  • 6.11    All bonds, deeds, debentures, cheques, orders for payment of monies on behalf of Fitness NB or other documents requiring an official signature shall be signed by two signing officers.  The signing officers will include the Executive Director, and members of the executive. If none or only one member of the executive resides in the city where the Fitness NB office is located then one or two of the Directors residing where the Fitness NB office is located may be appointed as signing officers.

Article 7.0 Meetings

  • 7.1 The annual meeting of Fitness NB, to which all voting members shall be invited and of which two weeks public notice shall be given by a posting on the FNB website and via member email and this meeting shall be held on or before the last day of November. Twenty-five voting members shall constitute a quorum.
  • 7.2 The board shall meet or teleconference at least four times a year at such times as are decided by the Executive Committee.
  • 7.3  At any meeting of the board, 50% plus one of the members and the President or the President Elect in the absence of the President shall constitute a quorum.

Article 8.0 Dissolution of Fitness New Brunswick
Upon dissolution of Fitness New Brunswick and after payment of all debts and liabilities, Fitness New Brunswick’s remaining property shall be distributed or disposed of to charitable organizations carrying on their activities solely within Canada. Such charitable organizations shall be chosen by the then Board of Directors by a majority vote in each case.

Article 9.0 Amendments
The Constitution may be altered or amended by two-thirds majority vote of the voting members at an annual meeting, provided such alterations shall have been approved by the board and provided that notice of proposed amendment has been circulated and advertised with the notice of the annual meeting.

 BY-LAWS

Article 1.0 Responsibilities of Elected Officers The elected officers shall be responsible for those duties and functions normally associated with their respective positions including:

1.1 President

a. Shall have served a minimum of 4 months as the President Elect or served one term as a director on the FNB Board.
b. Shall serve a term of 12 months.
c. Shall be permitted to be re-elected as a director, an ex-officio board member or serve on an FNB committee as long as any of these appointments do not exceed the three consecutive term allotment as per section 6.3.
d. Chairs all meeting of the board. In the case of an equality of votes, Chair has a deciding vote.
e. Chairs meetings of the voting members.
f. Submits an annual report at the annual meeting.
g. Annually reviews, with selected officers, the performance of the Executive Director.
h. Performs other duties as may be assigned by the board.

1.2 President-Elect

a. Shall have served a minimum of 8 to 12 months as an FNB director or served one term as a director on the FNB Board.
b. Shall serve a term 12 months.
c. Performs the duties of the President in the absence of the President.
d. Performs other duties as may be assigned by the board.

1.4 Treasurer
a. Is responsible for the funds of Fitness New Brunswick.
b. Presents to the board at each meeting a report of Fitness New Brunswick’s receipts and expenditures.
c. Presents an audited financial report every three years and annual review engagements at the annual meeting.
d. In absence of the President and President Elect, presides at Executive meetings

Article 2.0 Responsibilities of the Executive Director

2.1 The Executive Director, under direction of the board shall be:
a. responsible for all work of Fitness New Brunswick.
b. an ex-officio member of all committees and sub-committees.
c. responsible, in consultation with the appropriate committees, for the employment , supervision and direction of all employed.
d. responsible for meeting the criteria set out and agreed to by the annual performance appraisal and employment agreement.

Article 3.0

Other Officers and Directors

The duties of all other officers and directors shall be such as the terms of their engagement call for or the for what the Board of Directors requires of them.

Article 4.0

Resignation and Retirement from the Board

Any member of the board may retire by giving one month’s notice. Additionally, any member of the board who is unjustifiably absent for 50 percent of the scheduled board meetings in one year shall forfeit his or her membership on the board and the position shall be filled as described in the constitution article 6.4.  These by-laws may be amended by two-thirds majority vote of the members present at any regular meeting of the board, provided notice of the proposed amendment has been given at a previous meeting of the board.  Any amendments to these by-laws require ratification at the next annual general meeting.

 Amended October 18, 2014