Crow’s Nest By Laws

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CROW’S NEST OFFICERS’ CLUB

BY-LAWS OF THE CROW’S NEST OFFICERS’ CLUB

ARTICLE 1 – PREAMBLE

1.1 The Corporation

The name of the Corporation is THE CROW’S NEST OFFICERS’ CLUB Inc, to be referred to in these By-laws as “the Club”. The head office of the Club is situated at St. John’s, Newfoundland and Labrador.

1.2 The By-laws

The following provisions constitute a By-law relating generally to the conduct of the affairs of the Club.

ARTICLE 2 – OBJECTS

2.1 To remember and celebrate the naval officers who started the Club and those who worked to keep it alive as a “meeting place” after the war ended in 1945, and to maintain the historic character of the Club by preserving the place and its related artifacts for future generations.

2.2 To educate the community on the history of the site during WWII and the role of St. John’s and Newfoundland and Labrador during the Battle of the Atlantic.

2.3 To provide a meeting place for recreation, social and dining events for Club members, their guests and other visitors.

2.4 To cooperate with other organizations who share the Club’s goals.

ARTICLE 3 – MEMBERSHIP

3.1 Eligibility: Membership shall be open to individuals who support the objects of the Club pay dues as required and meet the obligations of membership. Such individuals may be admitted as members of the Club at the discretion of the Board and following an application to the Club for membership. At the discretion of the Board, new members will be eligible for letters of introduction to reciprocal organizations after one year of good standing status.

3.2 Resignations: Members may submit resignations in writing to the Treasurer.

3.3 Termination of Membership: Membership may be terminated at the discretion of the Board for failure to remain in good standing, or failure to meet the obligations of Club membership.

ARTICLE 4 – BOARD OF DIRECTORS

4.1 Appointment of Officers and Directors: The affairs of the Club shall be managed and administered by a Board consisting of not fewer than six and not more than fifteen members, and which includes Officers, the immediate Past President of the Club, and ex officio the President of the Crow’s Nest Military Artifacts Association. If Board positions are to be filled, the Chair of the Nominating Committee will solicit in-town Members’ interest in joining the Board 2 (two) months prior to the AGM. Members with an interest in joining the Board must be in good standing for at least 1 (one) year, and have experience and skills that fill the needs of the Board at that time. One Director may be designated as the Out-of-Town Members Liaison.

4.2 Vacancy: A Director’s position shall be vacated upon receipt of the Director’s resignation, by missing three consecutive Board Meetings without acceptable cause, or removal at the discretion of the Board for just cause. The Board may appoint a replacement to the Board.

4.3 Calling of Meetings of the Board. Meetings of the Board may be formally called by the President, or by the Secretary on direction in writing of two Directors. Notice of such meetings shall be conveyed to each Director not less than 48 hours before the meetings are to take place.

The Board may appoint a day in any month for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A Board meeting shall be held without notice immediately following the Annual General Meeting of the Club. There shall be a minimum of six

Board meetings per year.

4.4 Quorum and Authority. A majority of Directors shall constitute a quorum. Any vote shall pass with a simple majority. Meetings shall be conducted in accordance with Roberts’ Rules of Order.

4.5 Resolution outside Formal Meetings. Where a resolution is accepted by electronic communication by a majority of the Board entitled to vote on that resolution, the resolution is as valid as if it had been passed at a meeting of the Board. The decision will be minuted at a subsequent meeting of the Board.

4.6 Powers of the Board

4.6.1 Dues: The Board shall establish classes of membership and amount of dues to be paid annually by each class of members.

4.6.2 Honorary Members: The Board may declare members as Honorary Members and Honorary Life Members to recognize their contribution to the Club and its objects. Honorary members or Honorary Life Members shall not be entitled to vote at meetings or serve as Directors of the Club.

4.6.3 The Board is empowered to raise funds in such ways which may be deemed advisable from time to time and to invest or disburse these funds in the promotion of the Club’s objects.

4.6.4 The Board is empowered to buy, rent, lease or otherwise acquire property, both real and personal, for the use of the Club.

4.6.5 The Board is empowered to sell, convey, lease, mortgage or pledge property, both real and personal, of the Club.

4.6.6 The Board is empowered to contract for services and appoint staff.

4.7 Conflict of Interest. A Director who declares a conflict of interest, or who has been declared so by the Board, shall not enter into debate or vote concerning the matter. Directors shall determine by a simple majority vote, whether or not a Director has a conflict of interest.

ARTICLE 5 – OFFICERS

5.1. Officers: The officers of the Club shall be a President, Immediate Past President, Vice-President, Secretary, and Treasurer.

5.2. Term of Office: Officers will hold office until their term is complete. If, during the term of office, an officer resigns, the Board shall appoint a member of the Board to fill the vacancy. Terms for Officers will be a minimum of two (2) years and maximum of three (3), unless a replacement cannot be found.

5.3. President: The President shall preside over meetings of the Board and/or of the members of the Club, be an ex officio member of all committees, and have general oversight of the operations of the Club.

5.4. Vice-President: The Vice-President shall substitute for the President when necessary and perform such other duties assigned by the Board.

5.5. Secretary: The Secretary shall issue calls for meetings and shall keep a record of proceedings of all meetings of the Board and of the Club, shall ensure the preservation of non-financial records of the Club, and shall submit the Annual Return required by the Corporations Act.

5.6. Treasurer: The Treasurer shall oversee all financial matters, maintain records of all financial transactions, ensure that a bank account is maintained at a financial institution approved by the

Board, prepare a budget as required, prepare for an annual financial review by the Financial Review Team, and submit financial statements to the Board and members.

ARTICLE 6 – MEETINGS OF THE CLUB

6.1. The Annual General Meeting

6.1.1 Date: The Club shall hold its Annual General Meeting in May of each year. The Board shall set the place, day and time of the meeting.

6.1.2 Notice: The Secretary shall convey a notice to members at least 21 days and not more than 30 days before the Annual General Meeting. The notice shall state the place, date and time of the Annual General Meeting, and any business requiring approval by the members.

6.1.3 Agenda for the Meeting:

  • Approve the agenda.
  • Adopt the minutes of the last annual general meeting.
  • Receive the president’s report.
  • Receive the financial statements setting out the Club’s income, disbursements, assets and liabilities and the Financial Review Team’s report.
  • Appoint a qualified Financial Review Team.
  • Consider matters specified in the meeting notice.
  • Elect Officers and other members of the Board.

6.1.4 Notice of Motion: Members desirous of moving resolutions other than ones relating to those items identified at the call of the Annual General Meeting shall give notice thereof in writing to the Secretary of the Club at least fifteen days preceding the Annual General Meeting.

6.1.5 A quorum is 15 members or 20% of the membership, whichever is less, at the Annual General Meeting. The quorum includes both in-town and out-of-town membership; however, the Board will have final say on any, and all, financial matters.

Special General Meeting of the Club

6.2.1 Calling of Meeting: A Special General Meeting may be called at any time by a resolution of the Board to that effect or on the written request of at least fifteen of the members. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at this Special General Meeting.

6.2.2 Notice. The Secretary shall convey a notice to each member at least 21 and not more than 50 days before the Special General Meeting. This notice shall state the place, date, time and purpose of the Special General Meeting.

6.2.3 Agenda. Only the matter(s) set out in the notice for the Special General Meeting are considered at the Special General Meeting.

6.2.4 Procedure. Any Special General Meeting has the same method of voting and the same quorum requirements as the Annual General Meeting.

ARTICLE 7 – COMMITTEES

7.1 Appointment of Committees: The Board may appoint such committees as it deems appropriate, and appoint members to committees. Appointees may be from the Board or other members of the Club.

7.2 Standing Committees:

7.2.1 The Nominating Committee: The committee will normally be chaired by the Past President, and consist of other members named by the Board. The committee is responsible for proposing a slate of Officers and Directors, for presentation to the Annual General Meeting. Please see 4.1 above for details on the process of identifying new Board members.

7.2.2 The Executive Committee: The committee consists of the President, Vice-President, Secretary, Treasurer and Immediate Past President. The committee shall exist to undertake necessary activities and urgent decisions that cannot wait until a regularly scheduled Board meeting. Decisions taken by the Executive Committee must be brought forward for ratification at the next Board meeting. The President shall chair the Executive Committee and provide an oral summary at each Board meeting of all activities and communications that have occurred amongst the Committee since the last Board meeting. The Executive Committee shall bring forward to the Board all topics under consideration for Board discussion and approval. 

ARTICLE 8 – FINANCE & OTHER MANAGEMENT MATTERS OF THE CLUB

8.1 Finance:

8.1.1 The fiscal year of the Club shall end on March 31st of each year.

8.1.2 The Treasurer will conduct an annual internal review of the books, accounts and records of the Club.

8.2. Payments to members and Directors: The Board may approve reasonable expenses incurred by a member, director, or officer incurred while carrying out duties of the Club.

8.3.1 Directors’ and Officers’ Liability and Indemnity. No director or officer shall be liable for a debt or liability of the Club. The Club shall indemnify and hold harmless out of the funds of the Club each Director and Officer from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer, but shall not indemnify a Director or Officer or any other individual for acts of fraud, dishonesty, or bad faith.

ARTICLE 9 – AMENDING THE BY-LAWS

9.1 Board power. The Board may amend By-laws subject to ratification at the next Annual General Meeting.

9.2 Process. These By-laws may be cancelled, altered or added to by a Special Resolution at any

Annual General or Special General Meeting of the Club.

9.3 Notice. The notice of the Annual General or Special General Meeting of the Club shall include details of the proposed resolution to change the By-laws.

9.4 Effect. Amended By-laws shall take effect at a time stated in the resolution to amend.

March 30, 2023CROW’S NEST OFFICERS’ CLUB

CROW’S NEST OFFICER’S CLUB POLICIES AND CODE OF CONDUCT

DRESS, DEPORTMENT & CLUB COURTESIES

  1. Unless specified for certain occasions, the dress code for regular use of the Crow’s Nest is smart casual.  This permits jeans as long as they are not dirty, torn or distressed.  Gym gear, gardening clothes or beach wear is not acceptable.  Clothing with offensive language or imagery is not permitted.    
  2. Smart casual is the standard dress code for regular Club use, weekly Club lunches and monthly Weepers.  Regular Club dinners require business attire
  3. Mess dinners require formal business suit, tuxedo or mess kit.
  4. In keeping with military tradition, caps are to be removed when entering the Club.
  5. The Crow’s Nest does not maintain a tab system.  All food and beverage bills are to be settled prior to departing the Club.  All major credit cards are accepted as well as debit card payments.    
  6. Pets are not permitted except in the case of guide dogs or certified service animals.

March 30, 2023

CROW’S NEST OFFICERS’ CLUB

CROW’S NEST OFFICER’S CLUB POLICIES AND CODE OF CONDUCT

RENTAL POLICY

  1. The Crow’s Nest Officers’ Club is recognized as both a Provincial Historic Site and as a National Historic Site.  In keeping with its unique history and WWII atmosphere, its many artifacts are displayed with minimal safeguards.   
  2. While we operate as a private members’ club, we do make our Club available to members and non-members for select events and meetings on a case-by-case basis. In either case, the purpose of the proposed presence must not conflict with the Club’s Mission, nor its Code of Conduct Policy, including the prohibition on promoting a commercial or political presence in the public arena.  Anyone wishing to rent the club may do so by contacting a Board Member or Staff.  Anyone approved to rent the Club will be provided with a copy of the relevant policies governing usage of the Club, must agree to abide by these policies and must provide written confirmation of same, electronic confirmation is acceptable.  That individual is accountable to ensure their event or meeting is carried out in accordance with Club policies.  All decisions on rentals will be at the discretion of the Board of Directors.
  3. The Club’s published hours of operation may be amended to accommodate private functions.  Members will be advised in advance via email and are to respect the revised hours.  Members who are not formally invited to a private function are to leave when the bar closes to the general membership
  4. The following conditions must be met for all rental/user groups:
    1. The minimal rental is 4 hours to allow for set-up and clean-up,
    2. Any extension to bar hours must be approved in advance,
    3. Any movement of furniture must be approved in advance.
    4. Fire exits plus exterior and interior stairwells are not to be blocked at any time. This includes, but is not limited to, by:
      1. relocated Club furniture (to be approved by the Club);
      2. temporary equipment, or furnishing and materials brought on-site by the renters (i.e., desks, chairs, display boards, easels, speakers, musical instruments, clothing, banners, Christmas trees, etc.)
    5. Decorations, materials and other non-fixed objects are not permitted to be hung from sprinkler pipes, electrical conduits, emergency lights and exit lights.
    6. Expenses for any cleaning and laundry costs that may occur is the responsibility of the rental/user group
    7. The signatory who reads and accepts all the Club’s policies must attend the event.
    8. The Club is to be left in the same condition as prior to event.
  5. Members in good standing are permitted to use the Club for private events without cost if the function falls within the Club’s normal operating hours.  If it is outside of regular hours, or for a Non-Member event, a minimum spend of $400 will be imposed, not including the cost of any food.
  6. All beverages consumed at the event must be purchased through the bar.  Any special requests are to be made through the bar operator in advance of the event date.
  7. Prepared foods (e.g., sandwich trays, cheese plates, etc.,) may be brought in, but the Club’s kitchen facility is for the use of pre-approved caterers only.
  8. Decorating is discouraged but, if essential to the event, must be in accordance with the Club’s Decorating policy. It is important that decorating be limited in order to protect the Club’s many artifacts and preserve its historic atmosphere.
  9. All private events in the Crow’s Nest must adhere to current fire, health and liquor regulations.
  10. Any questions are to be directed to the Executive Committee or delegate of the Board of Directors.

March 30, 2023CROW’S NEST OFFICERS’ CLUB

CROW’S NEST OFFICER’S CLUB POLICIES AND CODE OF CONDUCT

COMMUNICATIONS POLICY

  1. The Crow’s Nest Officers’ Club’s primary mode of communications with the membership is through email.  Members are to ensure that their email addresses are kept current.  Postal communications will be used with those who are not on-line.   
  2. The Club will take measures to secure members’ contact information, and will not distribute members’ contact information without their express consent.
  3. Broad communication to the membership shall be carried out by the Executive Committee, or another authorized person, when appropriate.    
  4. The Club also communicates to the membership, and the general public, via social media channels including Facebook, Instagram and Twitter. Please refer to the Social Media Policy for further information.
  5. Local members will be advised of Club activities, weather closures or changes in the program as required.  “Away” members will be advised of special Club events and opportunities.  They may, on request, be put on the local email address list if they like to keep abreast of Club activities.
  6. At times, Club hours may be amended to accommodate private functions.  These changes will be communicated by email and will take precedence over published hours.
  7. The Club’s newsletter, Scuttlebutt, is produced three times a year and will be sent out in a digital format for those members on-line, and will also be posted on the Club’s website.  Members are welcome to submit stories to share with fellow members.
  8. All of the Club’s contact information is noted on our membership cards.  Questions or suggestions are always welcome.

March 30, 2023

CROW’S NEST OFFICERS’ CLUB

CROW’S NEST OFFICER’S CLUB POLICIES AND CODE OF CONDUCT

SOCIAL MEDIA POLICY

  1. The purpose of this policy is to:
    1. Outline the Club’s social media guidelines and protocols;
    2. Define the rules that apply to the Club’s social media use.
  2. This social media policy applies any member responsible for sharing knowledge, opinions, media, and private and public messages relating to the Crow’s Nest.
  3. Social Media Guidelines:
    1. Avoid speaking on and/or posting about subjects outside of the club’s expertise.
    2. Reply to all comments promptly.
    3. Correct or delete incorrect and/or misleading content.
    4. Adhere to the club’s confidentiality agreement and anti-discriminatory policy.
    5. Avoid posting and/or sharing offensive, discriminatory, and/or false information.
    6. The Crow’s Nest Social Media Manager will be responsible for setting up an official monthly social media calendar to be approved by the board before the start of a new month.
  4. Disciplinary Action:
    1. Individuals responsible for the Crow’s Nest social media account must follow the guidelines set out in this social media policy. Policy violations may include and are not limited to:
      1. Posting inappropriate content and subject matter on the Crow’s Nest social media channels;
      2. Posting offensive comments;
      3. Posting false information and personal opinions on the club’s social media channels.

March 30, 2023CROW’S NEST OFFICERS’ CLUB

CROW’S NEST OFFICER’S CLUB POLICIES AND CODE OF CONDUCT

DECORATING POLICY

  1. The Crow’s Nest Officers’ Club is recognized as both a Provincial Historic Site and as a National Historic Site.  As such, it is important that decorating be limited in order to protect the Club’s many artifacts and preserve its historic atmosphere.  Those renting the Club and the attendees at their event must at all times bear in mind they are in a museum and recognized Historic Site.
  2. Signs of any nature shall not be placed or affixed in or about the Club without prior written consent and approval of the Club.
  3. All decorations are the responsibility of the Club’s Events Committee.  Input from staff and members is welcome but can only be implemented with the consent of the Chair of the Events Committee.
  4. Decorations are not encouraged but, if essential to the event, may be used provided they can be affixed by tying, propping or hanging only.  Glue, tape, tacks, screws and nails are prohibited.  These devices can potentially damage the artifacts, walls, posts, shelves, windows or other surfaces in the Club.  Nothing is to be affixed to the window panes as it may damage the UV protection.  Similarly, the sprinkler system or other safety equipment is not be used to support decorations.    
  5. Any additional lighting is not to touch the artifacts or expose them to excess heat.
  6. Furniture is not to be moved except with prior approval.
  7. The piano is considered an artifact and is not to be used as a table for food or drinks.
  8. No decorations that are meant to be loosely scattered (rice, confetti, glitter, etc.,) are permitted at any time.
  9. Open flames are not permitted except under the direct control of the caterer and would normally be limited to heat sources for warming pans.
  10. All decorations must be removed promptly on conclusion of the event.
  11. Any person/organization using the Club for a private function must agree to all the conditions of this policy.
  12. Any questions are to be directed to the Chair of the Events Committee.     

March 30, 2023

CROW’S NEST OFFICERS’ CLUB

CROW’S NEST OFFICER’S CLUB POLICIES AND CODE OF CONDUCT

MAINTENANCE AND REPAIRS POLICY

  1. All construction work projects approved by the Board be assessed for the need for a City of St. John’s Building Permit plus approval by the Heritage NL. This review will be conducted by the Property Chairperson.
  2. Life safety reviews and certifications shall be done on an annual basis to meet the requirements of the Government of NL, City of St. John’s, St. John’s Regional Fire Department and the Club’s insurance policies. To include:
    1. sprinkler system,
    2. fire alarm system
    3. fire extinguishers.
  3. The Property Chairperson will carry out a monthly visual inspection of the premises and address deficiencies immediately.
  4. Staff and members are also requested to report any deficiencies to the Property Chairperson or to any Board member for action.
  5. Hot water tank (HWT) be replaced every six years or less. Date of installation to be marked on the tank on the day of installation. Property Chairperson and staff to monitor the HWT on a periodic basis (monthly).
  6. The Property Chairperson in association with the building co-owner will carry out an annual inspection of the building exterior.  The Property Chairperson will provide a report to the Club Board of Directors and the building co-owner.  The inspection will include but not be limited to roof, exterior walls, windows, doors, wood panels, stairs and stairwells.  The report will include any recommendations for repairs or upgrades.

March 30, 2023

CROW’S NEST OFFICERS’ CLUB

CROW’S NEST OFFICER’S CLUB POLICIES AND CODE OF CONDUCT

CODE OF CONDUCT

  1. In addition to preserving history, the Crow’s Nest Officers’ Club strives to provide a social space which is welcoming, friendly and comfortable.  It is to be free from conflict, confrontation and inappropriate behaviour.  Club members are responsible for their own conduct and that of their guests. Members are expected to relate to one another as peers:  respectfully and professionally
  2. Deportment is to be maintained at the highest level for members, guests, visitors and staff.  Basic rules of etiquette and courtesy are to be followed at all times. Harassment and violence of any kind, racially or sexually explicit comments or humor or any other behaviour that exceeds socially accepted norms is not acceptable and will not be tolerated (see Appendix A – Definition of Harassment and Violence).  Excessive consumption of alcohol resulting in impairment of judgement and behaviour will also not be tolerated.  The bar staff have the right to refuse service to any member, guest or visitor at any time at their discretion.
  3. This policy is enacted to ensure that the Club is neither actually, nor perceived to be, associated with the promotion of any particular commercial entity, business, political cause or party.  The Club values and respects the wide range of views held by its many members, that enrich us and contribute to the energy that has long sustained the Crow’s Nest Officers’ Club as a national historic site.  Members are free to invite guests to visit the Club and there is no prohibition on politicians nor any other profession. The Board of Directors work to protect the Club from any public presence other than that tied to our purpose and our past and we require the support of our members in achieving that goal and appreciate the unconditional support of the membership in this regard.
  4. It is the responsibility of all Club members to respect this Code of Conduct.  The Board of Directors takes any breaches of this Code very seriously and will take appropriate and timely corrective actions as required.
  5. If a member witnesses a breach of this Code of Conduct, the member:
    1. is encouraged to request that the offender cease the behaviour and apologize to those concerned; or
    2. will report the incident at their earliest convenience to a member of the Board of Directors for further action.  If requested by the witness, the Board of Directors should hold the witnesses’ identification in confidence. Corrective actions include a verbal warning on the first offence; a written warning on the second offence; termination of membership on the third offence.
  6. It is in the best interest of the Club and its members to have any infractions addressed in a timely and transparent manner.  If at any time you feel that you have been treated unfairly or insulted in any way, it is your right as well as your obligation to bring it to the attention of a Board Member as soon as possible to have the problem addressed. The corrective actions taken by the Board shall be communicated to the members, guests and visitors who were involved.    

March 30, 2023

CROW’S NEST OFFICERS’ CLUB

CROW’S NEST OFFICER’S CLUB POLICIES AND CODE OF CONDUCT

APPENDIX A – Definition of Harassment and Violence

Harassment by/of Members, Staff and Guests may include but is not limited to:

  • Offensive or intimidating comments or jokes;
  • Abuse of authority, which may include, but is not limited to: taking advantage of a position to exploit, intimidate, threaten, blackmail, compromise, mistreat or coerce others;
  • Spreading malicious rumours or gossip about a member, guest, staff or group;
  • Cyber bullying (threatening, spreading rumours, or negatively talking to or about someone online or on social media);
  • Socially excluding or isolating someone;
  • Tampering with a member’s personal belongings or impeding a staff member’s work in any deliberate way;
  • Persistently criticizing, undermining, belittling, demeaning or ridiculing a person;
  • Psychological harassment;
  • Stalking;
  • Isolating or making fun of someone because of their gender identity;
  • Sexist remarks;
  • Racist remarks;
  • Homophobic;
  • Transphobic;
  • Verbal threats or intimidation;
  • Unwelcome physical contact;
  • Invading someone’s personal space;
  • Sexual innuendo or insinuation;
  • Unwanted and inappropriate advances, invitations or requests, including those of a sexual nature;
  • Unwanted sexual attention or leering; and
  • Making aggressive, threatening or rude gestures.

Violence may include the following:

  • Verbally threatening to attack a member, guest or staff person;
  • Leaving threatening notes or sending threatening emails or voicemails to someone;
  • Assault;
  • Hitting;
  • Kicking;
  • Spitting;
  • Wounding;
  • Battering;
  • Swearing or shouting in an offensive manner;
  • Verbal abuse;
  • An attach with any type of weapon; and
  • Sexual violence against a member, guest or staff person.

Harassment is not:

  • The reasonable exercise of management responsibilities or authority related to the provision of advice, the assignment of work, coaching and feedback, performance evaluation and management, attendance management, disciplinary action, or other supervisory or leadership functions; or
  • A disagreement regarding a policy or practice.

Approved / Adopted March 30, 2023