By-laws

BE IT ENACTED as a the by-law of the legal person Fédération de lutte olympique du Québec Inc. which was incorporated under the third part of the Companies Act (RLRQ, c. C-38), by letters patent of November 25th 1970, also known under the name Quebec Olympic Wrestling Federation Inc.

ARTICLE 1. Corporate name

The legal person’s corporate name is the Fédération de Lutte olympique du Québec inc. (hereinafter “F.L.O.Q.”)

ARTICLE 2. Seal

The seal, which appears in the margin hereof, is adopted and recognized as the seal of the F.L.O.Q.

ARTICLE 3. Objects

ARTICLE 3.1 Mission Statement

Develop and promote Olympic wrestling in all the regions of Québec and provide a safe and adequate environment in which to practice, train and compete.

ARTICLE 3.2 Objects

F.L.O.Q. is constituted to develop and promote amateur wrestling at the regional, provincial, national and international levels.

The F.L.O.Q. is constituted in order to pursue the goals and objective as follows:

1. Encourage, organize, coordinate, support and promote all aspects of Olympic wrestling;;
2. Strive to develop national, world and Olympic medallists;;
3. Meet the needs and requirements of its constituents;;
4. Develop and maintain policies that benefit the entire Québec wrestlingcommunity;;
5. Develop athletes and train coaches and officials for competitions at theschool, regional, provincial, national and international levels;;
6. Recruit new members;;
7. Ensure the safety of all members at events sanctioned by the F.L.O.Q.;;
8. Acquire capital and other income in order to achieve the goals andobjectives listed above only, with no intention of monetary gain for F.L.O.Q.members;;
9. Facilitate and encourage fundraising to benefit the F.L.O.Q. to benefit the F.L.O.Q.

ARTICLE 4. Head Office

F.L.O.Q.’s head office is located in Montréal and is established at such address as may be determined from time to time by the board of directors.

ARTICLE 5. Affiliation

F.L.O.Q. is affiliated with Corporation Sports Québec and with Wrestling Canada Lutte, as well as any other association in Quebec or in Canada, when it’s deemed necessary.

ARTICLE 6. Regions

The regions recognized by the F.L.O.Q. are the same regions recognized for the Jeux du Québec.

MEMBERS

ARTICLE 7. Categories

F.L.O.Q. has seven (7) categories of members, being the clubs members, the national athlete, the athlete, the certified coach, the recreational coach, the officials and the individual members.

1. ClubMembers

Club members are organizations composed with the other categories of members who have paid their membership dues and are in good standing with the F.L.O.Q. To be in good standing with the F.L.O.Q., a club members must:

• Have a certified coach under the NCCP Program, as a member and this coach must comply with all the requirements of the Background check Policy adopted by the F.L.OQ.;;
• Must have a civil address and a training place recognized by the board of directors;;
• Have at least eight (8) members with a minimum of five (5) athletes duly registered with the F.L.O.Q.;;
• All of the members within the club must have a domicile in Québec. “Club members” hold the right to elect the director(s) from among the “club members” category who will represent them on the board of directors.

2. “National athletes” Members

To belong to the “national athletes” member category, an athlete must:

• Have completed his/her membership form in as an athlete and have paid the annual membership fee;;
• Be at least eighteen (18) years of age at the time of the annual general assembly of members;;
• Have represented Québec as an athlete, prior to the annual general assembly of members, at a junior, senior or U Sport national championship or a UWW sanctioned event. “National athletes” members hold the sole right to elect one director from among the “national athletes” member category who will represent them on the board of directors. They cannot vote on any other matter.

3. « Athlete » members

To belong to the “athlete” member category, an athlete must:

• Have completed his/her membership form as an athlete and have paid the annual membership fee;;
• “Athlete” members may receive a notice of convocation to the annual general assembly of members and speak at it, but have no voting right.

4. « Certified Coach » members

To belong to the “certified coach” member category, a coach must:

• Have completed his/her membership form as a coach and have paid the annual membership fee;;
• Be fully certified with the level Introduction to competition certification completed in the National Coaching Certification Program (NCCP);;
• Have completed and submitted the criminal record background check form to the F.L.O.Q. and be in compliance with all the requirements of the Background check Policy adopted by the F.L.OQ.;;
• “Certified coach” members hold the sole right to elect one director from among the the “certified coach” member category who will represent them on the board of directors. They cannot vote on any other matter.

5. « Recreational coach » members

To belong to the “recreational coach” member category, a coach must:

• Have completed his/her membership form as a coach and have paid the annual membership fee;;
• Have a NCCP certification of Instruction or Community Sport completed;;
• Have completed and submitted the criminal record background check form to the F.L.O.Q. and be in compliance with all the requirements of the Background check Policy adopted by the F.L.OQ.;;
• “Recreational Coach” members may receive a notice of convocation to the annual general assembly of members and speak at it, but they have no voting right.

6. “Official”members

To belong to the “official” member category, an official must:

• Have completed his/her membership form as an official and have paid the annual membership fee;;
• Have actively served as an official during the year preceding the annual general assembly of members, i.e. have served as an official for at least one (1) sanctioned event.
• Have completed and submitted the criminal record background check form to the F.L.O.Q. and be in compliance with all the requirements of the Background check Policy adopted by the F.L.OQ.;;
• “Official” members hold the sole right to elect the director from among the “official” member category who will represent them on the board of directors. They have no other vote.

7. “Individual” members

“Individual” members are all the other persons having completed F.L.O.Q.’s membership form and paid the annual membership fees and who do not fall into the above-mentioned other categories.

Individual members may receive a notice of convocation at the general annual assembly of members and speak at it, but they have no voting right.

ARTICLE 8. Membership fees

The members’ annual membership fee is set by the board of directors and payable on the date and according to the terms set by the board of directors.

ARTICLE 9. Resignation

Any member’s resignation must be sent in writing to the F.L.O.Q.’s secretary. It takes effect on the date of receipt of such notice or on the date stipulated in said notice.

ARTICLE 10. Suspension and expulsion

The board of directors may suspend or expel any member who breaches the F.L.O.Q.’s by-laws or other regulations or whose conduct is prejudicial to the F.L.O.Q. However, before deciding on a member’s suspension or expulsion, the board of directors must, by registered letter, inform this member of the date and time of the hearing of his/her case, inform him/her succinctly of the reasons for suspension or expulsion and give him/her the opportunity to be heard.

ASSEMBLY OF MEMBERS

ARTICLE 11. Composition

The assembly of members is composed of the delegates of the clubs member and all the members defined in article 7 of these by-laws.

The delegate is the president or the coach of the club member and must be a member of the club. If the club president or coach is not available at the assembly of members, the club member may designate another person as long as this person holds a document designating him/her as a delegate.

ARTICLE 12. Vote

a)  The club members all have one vote at the annual assembly;;

b)  Proxy voting is not authorized;;

c)  Voting is by a show of hands, unless a secret vote is requested by one-third (1/3) of the delegates of the club members present;;

d)  Other members have only the right to speak.

ARTICLE 13. Quorum

The quorum at any assembly of members is twenty-five per cent (25%) of the number of the F.L.O.Q.’s club members.

ARTICLE 14. Annual Assembly

F.L.O.Q.’s annual assembly is held within four (4) months following the end of the F.L.O.Q.’s financial year at the date, time and place set by the board of directors. The notice of convocation signed by the president must be sent by regular mail or by email to all the members at least twenty-one (21) days in advance.

ARTICLE 15. Powers of the assembly of members

a) Election of the directors;;

b) Receive the annual balance sheet and financial statements;;

c) Ratification of the by-laws and their amendments;

d) Read the annual report.

ARTICLE 16. Special assembly

A special assembly is convened by the secretary at the request of the board of directors or of at least fifty per cent (50%) of the club members. The notice of convocation must be sent by regular mail or by email to the club members at least ten (10) days in advance.

If the assembly is not convened and held within twenty-one (21) days of the date that the convocation request has been submitted at the F.L.O.Q.’s head office, any members, whether or not they have signed the request, may themselves convene this special general assembly.

The notice of any special general assembly must state the business to be considered. No other business may be dealt with at this assembly.

ARTICLE 17. Procedure

At any general assembly, unless a vote is requested, the president’s declaration that a resolution has been adopted and an entry has been made to this effect in the F.L.O.Q.’s minutes constitutes, on its face, proof of this fact, with no need to prove the quantity or proportion of the votes recorded in favour of or against this resolution.

If a vote is requested, it must be conducted as to be indicated by the president. In the event of a tie vote at the general assembly, the president has a second or deciding vote.

BOARD OF DIRECTORS

Article 18. Composition

The board of directors is composed of six (6) directors elected through electronic voting or at the F.L.O.Q.’s annual assembly and of one (1) director designated by cooptation. These persons must be of full age and be member of the F.L.O.Q. or a delegate of a club member. However, the director designated by cooptation is not obliged to be a member of the F.L.O.Q.

With the exception of the “athlete directors” a maximum of two (2) persons from the same club members may sit at the same time on the board of directors.

• The allocation of positions on the board of directors is as follows:
  One “athlete” director is elected by and amongst the “national athlete” members;;
• One “certified coach” director is elected by and amongst the “certified coach” members;;
• One “official” director is elected by and amongst the “official” members;;

Directors 4, 5 and 6 are elected by and amongst the delegates of the club members.

When possible, the composition of the board of directors will include a minimum of two (2) seats occupied by a woman.

The F.L.O.Q. will modified the composition of its board of director before the election of 2021, to have two (2) directors designated by cooptation by the other members of the board of directors.

ARTICLE 18.1. Nomination

Any candidate for the position of director of the F.L.O.Q.’s to be elected during the general annual assembly must submit at F.L.O.Q.’s designated place for said assembly a duly self-signed candidacy form at least fifteen (15) minutes before the opening of the annual general assembly.

The candidate to be elected through the electronic voting procedure will have to send their candidacy by e-mail to the board of directors three (3) weeks before the date of the general annual assembly as per section 18.2.1. of these by-laws.

If there are not more candidates than the number of directors to be elected, the candidates are elected by acclamation. If there are no nominations, nominations will be accepted from the floor of the assembly. If there are more candidates than directors to be elected, the election will be by simple majority vote.

ARTICLE 18.2. Procedure for electing directors

A person who is a member of more than one category may vote in all the categories in which he/she is a member.

The election of the directors of the board will be held through three (3) separate elections:

(1) The election of the “athlete” director will be held through an electronic vote at least one week prior to the general annual assembly of the members;;

(2) The election of the “official” director will be held through an electronic vote at least one week prior to the general annual assembly of the members;; (3) The “coach” director, as well as directors no 4, 5 and 6 are elected at the annual general assembly of members.

ARTICLE 18.2.1. Election of the directors through the electronic voting procedure

At least three (3) weeks before the date the annual general assembly the board of directors will received the candidacy of the “national athlete” member as well as the candidacy of the “official” members wishing to be elected on the board of directors.

Five (5) days after receiving all the candidacy, the board of directors will send an e-mail with the electronic voting platform procedure to all the “national athlete” member as well as to all the “officials” members.

The “national athlete” member and the “official” members will then have one (1) week to register their electronic vote.

The board of directors will designate a third party to compile all the electronic vote registered by the “national athlete” members as well as from the “official” members. At no time through the election period, the board of directors will have access to the vote or the voting compilation. The third party will inform the board of the result of the election by e-mail.

The name of the two (2) directors elected through the electronic vote procedure will be announced at the general annual assembly.

ARTICLE 18.3 Designation of the directors by cooptation

A coopted director is designated by the other directors during the first meeting of the board of directors following the general annual assembly.

ARTICLE 19. Mandate

The directors’ term of office is two (2) years. A director may sit on the board of directors for a maximum of three (3) consecutive terms. After having reach the maximum of consecutive terms permitted in these by-laws, a member cannot be re-elected as a director, in any position available, for a minimum period of four (4) years.

The directors elected by the “national athletes” members and the “officials” members, as well as the no. 4 director position, are elected in even-numbered years.

The directors elected by the “certified coach” member, as well as the no. 5 director positions, are elected in odd-numbered years.

A coopted director will be designated in even-numbered years and the other coopted director will be designated in the odd-numbered years.

The past president sits as an ex-officio member without a vote at any board of directors meeting.

For the 2019 election, all the mandate will have a term of two (2) years, notwithstanding what is written in this section. The renewal of the mandate on a staggered basis will be in effect for the 2021 election, meaning that for the 2021 election, the position of the “athlete”, “official” director as well as directors no 4 and 6 directors will be elected only for one (1) year.

ARTICLE 19.1. Eligibility criteria to be elected as a director

Any candidate who wants to be elected as director of the F.L.O.Q.’s must provide, no later than the time set by these by-laws, his/her candidacy form and curriculum vitae together with a document attesting to the absence of a criminal record in relation to the office of director obtained within the twenty-four (24) last months in accordance with the Background check Policy adopted by the F.L.OQ.;;

A candidate seeking the position of athlete’s director must provide proof that he/she is a senior national athlete or retired national athlete for less than two (2) years.

A candidate seeking the position of coach director must provide proof that he/she has at least a Competition Development certification from the NCCP, however for the election of 2019, a Competition Development training will be accepted.

A candidate seeking the position of official director must provide proof that he/she has at least level C national official certification.

ARTICLE 19.2 Eligibility criteria to designate a coopted director

By designating a coopted director, the other members the board of directors will assert that the person designated on the seat will have a complementary competency profile to the other board members enabling a healthy management and sound governance within the F.L.O.Q.

ARTICLE 20. Powers of the board of directors

• The board of directors administers the F.L.O.Q.’s affairs;;
• It develops operational policies;;
• It is responsible for hiring and dismissing staff;;
• It prepares and approves the F.L.O.Q.’s budgets;;
• Designation of the accounting firm;;
• It initiates changes to the by-laws;;
• It designates coopted directors;;
• It exercises all other powers conferred upon it by the Companies Act and the F.L.O.Q.’s by-laws.

ARTICLE 21. Board of directors meeting

The board of directors meets as often as deemed necessary at the request of the president or of a majority of the board members. The notice of convocation signed by the president or the secretary is sent by regular mail or given by telephone or by email at least five (5) days before the date of a meeting.

ARTICLE 22. Quorum

The quorum at any meeting is a majority of the board of directors.

ARTICLE 23. Vacancy

A vacancy among the board of directors is filled by the other board members as long as the criteria mentioned in article 19.1 of these by-laws are met. The director thereby elected completes his/her predecessor’s term. Despite any vacancy, the board of directors may continue to act as long as there is a quorum.

ARTICLE 24. Officers

F.L.O.Q.’s officers are:

• The president
• The vice-president
• The secretary
• The treasurer

ARTICLE 25. Election of officers

The officers are elected by and amongst the members of the board of directors at the first board meeting following the annual general assembly. Only the directors occupying positions nos. 4, 5, 6 or 7 are eligible to be elected as an officer of the F.L.O.Q.

ARTICLE 26. Mandate

The officers’ term of office is two (2) years, however the end of the mandate as a director will put an end to the mandate as an officer.

ARTICLE 27. Tasks and duties of the officers

Apart from the tasks and duties that fall to them under the Companies Act and these by-laws, the F.L.O.Q. directors and officers perform the following tasks and duties:

a) Athletes’director

• He/she represents all the athletes, i.e. is the athletes’ voice and protects their rights;;
• He/she is involved in developing policies governing members’ conduct and safety in sports;;
• He/she is involved in developing policies concerning the selection of athletes;;
• He/she is involved in developing marketing partnerships.

b) Coaches’ director

• He/she represents the coaches, i.e. is the coaches’ voice and protects their rights;;
• He/she is involved in developing policies governing members’ conduct and safety in sports;;
• He/she is involved in developing policies concerning the selection of athletes;;
• He/she is responsible for the coaches’ training program calendar.

c) Officials’director

• He/she represents the officials, i.e. is the officials’ voice and protects their rights;;
• He/she is involved in developing policies governing members’ conduct and safety in sports;;
• He/she is responsible for the officials’ training calendar;;
• He/she is involved in developing selection policies for the officials to represent Quebec in various competition.

d) President

• He/she chairs the assemblies of members and meetings of the board of directors;;
• Along with the secretary and the treasurer, he/she is one of the three (3) authorized signatory of the F.L.O.Q.’s cheques and other negotiable instruments;;
• He/she ensures that the tasks and duties falling to the F.L.O.Q.’s officers, directors, employees and agents are performed correctly;;
• He/she performs all the other tasks and duties that the board of directors may entrust to him/her.
• He/She is the spokesperson of the F.L.O.Q.

e) Vice-president

• He/she replaces the president when this person is unable to act;;
• He/she performs all the other tasks and duties that the board of directorsmay entrust to him/her.

f) Secretary

• He/she ensures follow-up with respect to the F.L.O.Q. correspondence;;
• He/she is in charge of the F.L.O.Q.’s office and registers;;
• Working with the president, he/she prepares the notices of convocation andagendas of the F.L.O.Q.’s assemblies;;
• He/she prepares the minutes of the F.L.O.Q.’s assemblies;;
• Along with the president and the treasurer, he/she is one of the three (3)signatory of the F.L.O.Q.’s cheques and other negotiable instruments;;
• He/she performs all the other tasks and duties that the board of directors mayentrust to him/her.

g) Treasurer

• He/she is responsible for the F.L.O.Q.’s financial management;;
• He/she ensures that the F.L.O.Q.’s books of account are kept properly;;
• He/she prepares quarterly report for the board of directors;;
• At the end of each financial year, he/she prepares the F.L.O.Q.’s financialreport.
• Along with the president and the secretary, he/she is one of the three (3)signatory of the F.L.O.Q.’s cheques and other commercial bills;;
• He/she performs all the other tasks and duties that the board of directors mayentrust to him/her.

ARTICLE 28. Remuneration

F.L.O.Q.’s directors and officers are not remunerated. They are, however, entitled to reimbursement for expenses they have incurred in performing their duties, in accordance with the standards established in this regard by the board of directors.

ARTICLE 29. Indemnification

Any director may be indemnified and reimbursed by the F.L.O.Q. for costs and expenses he/she incurs in the course of or arising from an action, a lawsuit or a proceeding brought or exercised against him/her owing to actions, things or deeds carried out or permitted by him/her in the performance of and execution of his/her duties, except those resulting from his/her gross negligence or deliberate omission. For indemnification purposes, the F.L.O.Q. takes out insurance covering the directors’ and officers’ against civil liability.

ARTICLE 30. Removal of directors

F.L.O.Q.’s directors may be removed from office at any time before their term expires by resolution of the members adopted at a special assembly convened for this purpose. At this assembly, the members may elect a person to replace the person who has been removed from office. The person thereby elected remains in office only for the unexpired term of the removed director whom he/she is replacing.

FINAL PROVISIONS
ARTICLE 31. Financial year

F.L.O.Q.’s financial year ends on May 31 each year.

ARTICLE 32. Auditing

F.L.O.Q.’s books and financial statements are audited each year as soon as possible after the end of each financial year by the auditor designated for this purpose by the board of directors.

ARTICLE 33. Financial report

F.L.O.Q.’s annual financial report prepared by the treasurer is adopted by the board of directors and submitted to the annual assembly of the F.L.O.Q.’s members.

ARTICLE 34. Contracts

The contracts and other documents requiring the F.L.O.Q.’s signature are first approved by the board of directors and then signed by the persons designated for this purpose.

ARTICLE 35. Changes to these by-laws

The board of directors may, within the limits allowed by the Companies Act, amend these by-laws, repeal them or adopt new ones and these amendments, this repeal or these new by-laws are in force upon adoption and remain so until the next general assembly of the F.L.O.Q.’s members, at which the amendments, the repeal or the new regulations must be ratified by the majority of the members

present to remain in force and, if not ratified at this assembly, cease, but as of that day only, to be in force.

The text of any changes to the F.L.O.Q.’s letters patent or by-laws must be sent with the notice of convocation of the assembly at which it will be submitted for ratification.

ARTICLE 36. Dissolution

If the F.L.O.Q.’s is dissolved, the property is passed on to the Corporation Sports Québec.

ARTICLE 37. Repeal

From the moment of their adoption by the board of directors, these by-laws repeal and replace all other by-laws or regulations to the same effect.