Constitution Bylaws

Newfoundland and Labrador
Amateur Taekwondo Union Inc.
Constitution and Bylaws

1. Name of Organization

1.1 The name of this organization shall be the Newfoundland and Labrador
Amateur Taekwondo Union Inc., hereafter referred to as the NLATU.

2. Mission and Value Statement

2.1 The NLATU is a volunteer driven, incorporated not for profit organization
dedicated to the pursuit of excellence in the development of the sport and martial
art of WTF Taekwondo in the Province of Newfoundland and Labrador.

2.2 The NLATU is a value based organization, governed by the Tenets of
Taekwondo: courtesy, integrity, self-control, perseverance and indomitable spirit;
as well as the TRUE SPORT principles of sport. These include:
Go for it: always strive for excellence and rise to the challenge, but never at the
expense of others. Discover how good you can be.
Play fair: play honestly and obey the rules, in letter and spirit. Winning is only
meaningful when competition is fair.
Respect others: show respect for everyone involved in creating a sporting
experience, both on the field and off. Win with dignity and lose with grace.
Keep it fun: find the joy of sport and have a good time. Keep a positive attitude
and look to make a positive difference, on the field and in your community.
Stay healthy: place physical and mental health above all other considerations
and avoid unsafe activities. Respect your body and keep in shape.
Include everyone: share sport with others, regardless of creed, ethnicity,
gender, sexual orientation or ability. Invite everyone into sport to make it more
meaningful for the whole community.
Give back: always remember the community that supports your sport and helps
make it possible. Find ways to show your appreciation and help others get the
most out of sport.

3. Objectives

3.1 To promote the martial art, sport and philosophy of World Taekwondo Federation
(WTF) Taekwondo throughout Newfoundland and Labrador;

3.2 To train and develop coaches, athletes and referees to represent Newfoundland
and Labrador.

3.3 To research, study, promote and teach the competition rules of the World
Taekwondo Federation (WTF).

3.4 To serve as the Government of Newfoundland and Labrador and Sport NL
recognized Provincial Sport Organization.

4. Affiliation

4.1 Taekwondo Canada (TC) is the national Sport federation in Canada recognized
by the World Taekwondo Federation (WTF), Pan American Taekwondo Union
(PATU), Sport Canada and Canadian Olympic Committee.

4.2 The Newfoundland and Labrador Amateur Taekwondo Union Inc. (NLATU), as
the Member Organization representing Taekwondoists in Newfoundland and
Labrador, is solely affiliated with Taekwondo Canada and no other national
Taekwondo governing body.

5. Membership

5.1 Regular members: individuals who practice the martial art and sport of WTF
Taekwondo who are:

5.1.1 Enrolled in a Voting Member Dojang that is in good standing.

5.1.2 In good standing with the NLATU, that is have registered, have all fees
paid and does not have membership privileges suspended or terminated
by the NLATU or Taekwondo Canada.

5.2 Life Member: members recognized for their outstanding commitment and
dedication to the martial art and sport of Taekwondo. Life members are
recommended by the membership or Board of Directors and approved by at an
Annual / Special General Meeting. Life members must register annually to
receive the benefits and privileges of membership, however are exempt from
membership fees. Life members are subject to all NLATU policies.

5.3 The membership year shall be September 1 to August 31.

5.4 All memberships expire August 31; however there shall a grace period,
September 1 to September 30, both dates inclusive, for members to renew their
membership. All benefits and privileges of membership are extended during this
period. 5.5 A member ceases to be an NLATU member when:

5.5.1 His / her membership expires and the grace period has passed.

5.5.2 He / she is no longer enrolled in and NLATU Voting Member Dojang.

5.5.3 He / she have any outstanding fines and / or sanctions imposed upon him
/ her by the NLATU or Taekwondo Canada.

5.5.4 The member resigns thus terminating membership. This must be
submitted to the NLATU President in writing.

5.5.5 The member dies.

5.6 The Board of Directors, in their absolute discretion, may pass a resolution
authorizing the removal or suspension of a member and thereupon such a
person is removed or suspended as the case requires and membership fees are
not refundable.

5.7 Any member who has a sanction, suspension, fine or similar penalty imposed
upon him / her and resigns his / her membership as per section 5.5.4 of these
bylaws prior to serving that penalty shall not be eligible for membership in the
NLATU for a minimum of three (3) years following the date of resignation. All
sanctions, suspensions, fines and other penalties will be not be waived
regardless of the members resignation.

5.8 Memberships are not transferrable.

5.9 No member shall belong to a Canadian Taekwondo organization or similar
provincial “WTF” or “Kukkiwon” Taekwondo organization that is in competition
with, or in opposition to, NLATU or Taekwondo Canada.

6. Voting Member Dojangs (VMD)

6.1 Voting Member Dojangs (VMD’s), also referred to as clubs, Taekwondo schools
or dojangs etc, are entities with owners / head instructors approved by the Board
of Directors to teach, coach and instruct the martial art and sport of Taekwondo
in Newfoundland and Labrador in accordance with the guidelines prescribed by
the NLATU, Taekwondo Canada, World Taekwondo Federation and Kukkiwon.

6.1.1 VMD’s are approved to elect voting delegates to attend and vote at
NLATU General Meetings.

6.1.2 VMD members or legal guardians are eligible to serve on the NLATU
Board of Directors as per these bylaws.

6.1.3 NL residents must be members of an approved VMD in order to
participate in NLATU sanctioned events.

6.2 Minimum Requirements:

6.2.1 The Dojang owner / head instructor must be Kukkiwon certified, minimum
fourth (4th) Dan. Instructors under the rank of 4th Dan, must have a
technical director, 4th Dan or higher, who resides in Canada and is eligible
to conduct black belt exams as per Kukkiwon and/or Taekwondo Canada
guidelines.

6.2.2 The technical director must at all times, be a member in good standing
with TKD Canada.

6.2.3 The owner / head instructor must pass the NLATU screening process.

6.2.4 The owner / head instructor must possess minimum qualifications as
determined by the Board of Directors.

6.2.5 The Board of Directors reserves the right to expand VMD approval
requirements as it deems necessary.

6.3 Probationary Period

6.3.1 Any VMD’s applying to the NLATU who have not been a member of the
NLATU in the prior year must serve a one (1) year probationary period.
The probationary period ends exactly one year from the date of approval
as stated by the Board of Directors.

6.3.2 During the probationary period, members enrolled in the newly approved
VMD have no vote at any general meeting and are ineligible for election
or appointment to the Board of Directors. All other benefits and privileges
of membership are granted.

6.4 Suspension / Termination of VMD Status

6.4.1 Conditions surrounding the suspension and termination of VMD status
shall be addressed in the VMD Policy.

6.5 Competing Taekwondo Organizations. No NLATU VMD shall join, be members
of, or affiliated with a Canadian or provincial “WTF” or “Kukkiwon” Taekwondo
organization that is in competition with, or in opposition to, the NLATU or
Taekwondo Canada.

6.6 Any VMD that violates section 6.5 of these bylaws terminates affiliation with the
NLATU with immediate effect and consequently, its individual members will not
be in good standing with the NLATU.

7. General Meetings of the Members

7.1 The NLATU Annual General Meeting (AGM) shall be held within three (3) months
following the end of each fiscal year.

7.2 A Special General Meeting (SGM) shall be convened by the Board of Directors
on such matters whereby the Board deems necessary.

7.3 Request by the membership for a SGM shall be submitted to the Board of
Directors in writing and supported by the names and signatures of ten (10)
percent of the NLATU membership.

7.4 The request for a SGM shall specify the purpose or purposes for which such a
meeting in required. The notice of a SGM shall state in general terms the
purpose of the meeting and no other matters may be transacted.

7.5 The date, time and location of an AGM /SGM shall be determined the Board of
Directors.

7.6 Minimum notice to members for an AGM / SGM is thirty (30) days.

7.7 Quorum

7.7.1 A minimum of ten (10) voting delegates representing a minimum of four
(4) VMD must be present for any AGM / SGM to proceed.

7.7.2 If, at any time, the quorum ceases to exist, no business shall be
conducted.

7.8 Each delegate is entitled to one (1) vote at an AGM / SGM.

7.9 Board of Director and may serve as a voting delegates if so named by their
Dojang.

7.10 Board members do not have any additional votes.

7.11 A majority consists of 50% plus 1.

7.12 In the event of a tie, the President shall be entitled to an additional vote.

7.13 There will be no proxies allowed at any AGM / SGM.

7.14 Each VMD will submit the names of its voting delegates to the NLATU no less
than seven (7) days prior to an AGM / SGM.

8. Representational Voting

8.1 Each VMD shall elect a maximum of one (1) individual delegate per ten (10)
registered members to attend an Annual / Special General Meeting. A VMD must
have a minimum of ten (10) registered members to have a delegate attend the
AGM / SGM. A VMD with registration consisting of a multiple of ten (10) plus six
(6) or more will yield an additional delegate.
Interpretation:
A VMD with 55 registered members may elect five (5) delegates. A VMD with 56 registered members may elect six (6) delegates.

8.2 The number of delegates per VMD shall be determined by the number members
each VMD has registered with the NLATU as of August 31 of the previous year
as revenue from these memberships are confirmed by the audited statements.

8.3 Each Voting Delegate must meet the following criteria:

8.3.1 Member of NLATU who is 18 years of age or older in good standing or is
a parent or legal guardian of a member under the age of 18.

8.3.2 The member must be enrolled in a VMD that is not on probation.

8.3.3 Does not have any outstanding sanctions restricting voting privileges.

8.4 An individual may be counted towards enrollment in only one (1) VMD. If a
member changes VMD, notice must be submitted to the Board of Directors.
Failure to notify the Board of Directors will result cause the member to be
included in his / her original VMD enrollment list.

9. Delegate Selection Process

9.1 Based on the criteria as stated in Section 8.3 of these bylaws, each VMD must
democratically elect delegates. Prior to attending an Annual /Special General
Meeting, the VMD must hold a meeting, either in person or electronically, and
conduct a vote to elect its delegates. The Board of Directors may request proof of
such a meeting.

9.2 If a VMD owner / head instructor is elected to be a delegate, he/she has one (1)
vote and does not receive any additional votes, regardless of the numbers of
NLATU members are enrolled in that VMD.

10. Board of Directors

10.1 Eligibility
To hold a position on the NLATU Board of Directors the individual must:

10.1.1 Be a member in good standing, 18 years of age or older; or be a parent or
legal guardian of a member under the age of 18 at the time of the
AGM/SGM.

10.1.2 Be enrolled in, or parent of a member enrolled in, a VMD that is not on
probation.

10.1.3 Have no NLATU or TC fines or sanctions against him / her.

10.1.4 Provide a Certificate of Conduct and Vulnerable Sector Check.

10.1.5 Endorse a Board of Directors Declaration.

10.1.6 Be financially sound and reliable; that is, not an un-discharged bankrupt;
has not made any arrangement or composition with creditors; or has not been found guilty by a court of competent jurisdiction of an offense
involving fraud.

10.2 The Board of Directors shall be comprised of:

10.2.1 Four (4) Executive Officers: President, Vice President, Secretary and
Treasurer; three (3) Regional Directors: East Coast, West Coast and
Labrador; one (1) Director at Large, one (1) past president

10.2.2 Eastern Region: That part of the island of Newfoundland East of and
including the Municipality of Gander.

10.2.3 Western Region: That part of the island of Newfoundland West of and
excluding the municipality of Gander.

10.2.4 Labrador Region: The Labrador region of the province of Newfoundland
and Labrador.

10.2.5 Each Regional Director, or their dependent, must reside in as well as be
enrolled in a VMD within the area they represent.

10.2.6 Past President supports the current executive in a nonvoting, advisory
role.

10.3 The Board of Directors may appoint additional members or non-members to the
Board who may have a particular expertise. These appointed Board members
shall have no voting privileges at any Board meeting.

10.4 Should a vacancy occur on the Board, an NLATU member may be appointed by
the Board to fill that vacancy until the next Election of the Board, at which time
the vacancy shall be filled in the same manner as the Election of the Board.

10.5 A Director shall hold only one position on the NLATU Board.

10.6 Meetings of the Board shall be held a minimum of four (4) times each year.

10.7 A meeting of the Board may be convened at the request of a majority of the
Directors.

11. Non-Commercial Interest

11.1 Any individual whose source of family income is derived, in whole or in part, from
a Taekwondo related business are not eligible for nomination or election and
therefore shall not hold a voting position on the Board of Directors.

11.2 No VMD owner / head instructors, employees, directors, shareholders etc., or
their immediate family members, shall be eligible for nomination or election and
therefore shall not hold any voting position on the Board of Directors.

12. Removal of Board of Directors 12.1 The NLATU Board of Directors shall remove any Director who:

12.1.1 Fails to meet his / her obligations as a Board member.

12.1.2 Does not have his / her membership fees paid or those of his / her
dependent under the age of 18, whatever the case.

12.1.3 Breech of Code of Conduct / Discipline Policy

12.1.4 Does not disclose a Conflict of Interest.

12.1.5 Cannot provide a Certificate of Conduct /Vulnerable Sector Check of clear
standing

12.1.6 Has become financially unsound and unreliable.

12.1.7 Has attended less than four (4) Meetings of the Board.

12.2 Due to the inherent responsibility as a trustee of the NLATU, any Director
charged with a criminal offense must disclose this to the Board immediately. In all
circumstances, the Director must take a leave of absence until the matter is
resolved. Failure to disclose criminal charges will result in immediate removal of
from the Board of Directors without recourse.

13. Board of Directors Voting Procedures

13.1 Only Directors who are in good standing shall be entitled to vote

13.2 At all NLATU Board meetings a quorum shall consist of five (5) of eight (8)
members

13.3 Each Board member shall be entitled to one vote.

13.4 The President (chairperson) shall abstain from making motions and will only cast
a vote in the case of a tie vote.

13.5 No proxies shall be allowed or accepted at any board meeting.

13.6 Where there is a conflict of interest, either real or perceived, the Board member
must disclose this conflict and abstain from voting on that issue.

13.7 Decisions of the Board shall be by a majority of votes cast. Voting shall be a
show of hands unless the majority decides upon a secret ballot.

13.8 When necessary, the President may conduct a vote of the Board of Directors on
any matter by conference call or other electronic means of communication. In
such cases, the votes must be recorded and immediately inform the Board of
Directors of the result. The Secretary shall include the result in the minutes of
next meeting. 13.9 If the President is not in attendance for the meeting, the Vice-President shall
serve as chairperson for the meeting.

14. Election of Board of Directors

14.1 Election of the Board of Directors will be conducted at the AGM on calendar
years ending in 1, 3 5, 7 or 9.

14.2 With each election all positions on the Board of Directors shall be automatically
vacated

14.3 Board of Directors shall have a term limit of 3 consecutive terms.

14.4 Any eligible Director seeking re-election must follow the nomination process as
directed in these bylaws.

14.5 All nominees for the Board must be nominated and seconded by members of the
NLATU who are in good standing, and accompanied by supporting signatures of
five additional members of the NLATU who are in good standing (7 signatures in
total). All nomination forms that fail to show a clear nominator, second and five
additional signatures will be void.

14.6 Each nominee shall submit a nomination for one position only. That position must
be clearly identified on the nomination form otherwise the nomination is void.

14.7 Nominations for election to the Board must be received by the Board or the
delegate appointed by the Board no later than fourteen (14) days prior to the
AGM.

14.8 All late nominations are void.

14.9 A nominee shall not make changes to his/her nomination after the nomination
deadline.

14.9.1 If a situation arises whereby no nominations are received for a specific Board
position, the Board may, in its absolute discretion, extend the nomination period
by three (3) days. This period shall apply only to the positions for which no
nominations were received. If, after three (3) days, no nominations come forward,
the newly elected Board shall appoint eligible person(s) to fill the positions.

14.9.2 All qualified nominations will be distributed to the membership seven days prior to
the AGM.

14.10 No nominations will be accepted from the floor at any AGM

14.11 The newly elected Board of Directors shall take office at the close of the Annual
General Meeting.

15. Advisory Council

15.1 The Board shall appoint a maximum of five (5) NLATU members to advise on
matters relating to the martial art, sport and technical aspects of Taekwondo.

15.2 The Advisory Council shall attend Board meetings as requested by the Board.

15.3 The Advisory Council may only serve as directed by the Board.

15.4 Where there is a conflict of interest, either real or perceived, the Advisory Council
member must disclose this conflict to the Board.

15.5 The Advisory Council has no voting privileges at any Board meeting.

16. Finances

16.1 The financial year shall be from the first day of September to the last day of
August (1 September – 31 August) each and every year. A copy of the Audited
Financial Statement Treasurer shall be presented at the Annual General
Meeting.

16.2 Membership fees payable to the NLATU shall be as prescribed by the Board.

17 Constitutional Amendments

17.1 Resolutions for discussion and voting must be submitted in writing to the
President no less than twenty-one (21) days prior to the AGM and must be
supported by a minimum of ten (10) signatures from the membership. The
President will present it to the Board to determine the merit of the resolution. The
proposed amendment will be distributed to the membership fourteen (14) days
prior to the meeting and will be placed on the agenda for ratification or rejection.

17.2 A resolution to amend the NLATU constitution requires a minimum of two-thirds
(66%) of the votes cast by member’s present at any AGM / SGM.

18. Appointment of Committees

18.1 The Board of Directors shall appoint committees as necessary, and give such
committees duties and powers as it sees fit. The direction, purpose and structure
of these committees must not be incongruent or inconsistent with existing NLATU
policies or procedures.

19. Conflict of Interest

19.1 All Board Members or Committee Chairpersons shall disclose any business,
commercial or financial interest where such interest might be construed as being
in real, potential, apparent or perceived conflict with their duties of the NLATU.

19.2 On any particular issue, where there is a conflict of interest, either real or
perceived, the Board member or Committee member must disclose this conflict
and abstain from discussion and voting on that particular issue.

19.3 In any circumstance that is determined to constitute a conflict of interest, the
Board Member or Committee Chairperson may be removed from their position or
reassigned.

20. General Provisions

20.1 The Newfoundland and Labrador Amateur Taekwondo Union Inc. is established
for the purposes expressed in this constitution and bylaws. All members agree to
abide by these bylaws as well as any rules and policies approved by the duly
elected Board of Directors.

20.2 In circumstances whereby the bylaws are unclear or where they are silent, the
Board of Directors, in their absolute authority, shall have final decision on matters
pertaining to the NLATU.

21. Indemnities to Directors and Others

21.1 Indemnity - Every Director of the NLATU and his or her heirs, executors and
administrators, and estate and effects, respectively, shall from time to time and at
all times, be indemnified and saved harmless out of the funds of the NLATU, from
and against:

21.1.1 All costs, charges and expenses which such Director, sustains or incurs
in or about any action, suit or proceedings which is brought, commenced
or prosecuted against him or her, or in respect of any act, deed, error,
omission, matter, or thing whatsoever, made, done, not done, or
permitted by him other, in or about the execution of the duties of his or
her office or in respect of any such liability, except such costs, charges or
expenses as are occasioned by his or her own gross negligence; and

21.1.2 All other costs, charges and expenses which he or she sustains or incurs
in or about or in relation to the affairs thereof, except such costs, charges
or expenses as are occasioned by his or her wilful neglect or default. 21.2. Loss of Indemnity. Notwithstanding anything herein to the contrary, the NLATU
shall not indemnify or hold harmless any Officer, Director, member or employee
for any costs, expenses, charges, loss, damage, or misfortune of any kind
whatsoever, if such is incurred in the actual or purported execution of their duties
offices for or on or behalf of the NLATU that are caused directly or indirectly by:

21.2.1 Fraud, dishonesty or bad faith of any such person; or

21.2.2 Wilful neglect or default of any such person.

21.3 Insurance - The NLATU shall, at all times, maintain in force such Directors and
Officers liability, and other appropriate insurance, as may be approved by the
Board of Directors to cover any potential liability of the NLATU, or its Board,
Officers, employees, or others for whom it may be vicariously liable.

22. Head Office

22.1 The head office of the NLATU shall be in the province of Newfoundland and
Labrador at a location determined by the Board of Directors.

23. Parliamentary Procedure
Unless otherwise stated in this document, the NLATU shall follow the
Parliamentary Procedure as outlined in Robert Rules of Order Newly Revised.

24. Dissolution
Should the Newfoundland and Labrador Amateur Taekwondo Union Inc.
dissolve, all of its remaining assets, after payment of its debts, must be held in
trust by Sport NL and distributed to a successor organization or to one or
more qualified charities in the province of Newfoundland and Labrador as
decided by the Board of Directors.
This Constitution and Bylaws of the Newfoundland and Labrador Amateur Taekwondo
Union Inc. was adopted by unanimous consent of the membership on__________ 2016.

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