Amended Bylaws
On May 9, 2025, the Board circulated proposed new Bylaws to the club distribution lists. These amended Bylaws were discussed and voted on at a special meeting at the Red Deer Tennis Club (RDTC) on June 8, 2025.
From our read, these amended Bylaws give more power and authority to the Board and less power to members, among other concerns. They also give the Board the authority to enforce their new Code of Conduct, about which we have many concerns (read about those concerns here).
Specifically, we are concerned that these amended Bylaws represent:
- reduced membership involvement in Board elections;
- reduced representation of certain members in the Club;
- a precarious membership status, subject to the whims of the Board;
- lack of fair or detailed process to address complaints about a member; and
- granting unchecked power at the Board level.
These amended Bylaws, with some revisions, were “approved” by the members in attendance at the meeting on June 8, 2025. However, there were several irregularities of that vote:
- At least two adults with valid memberships (according to the Club’s software system, and our own beliefs) were prohibited from attending the meeting, discussing, and voting, including one elected Board Director;
- All parents of junior members were turned away at the door and prevented from observing the meeting, in contrast to RDTC tradition and in contrast to what was previously advertised;
- The sign on the door justifying the prohibition of non-members quoted membership clauses from the proposed new Bylaws - i.e. the ones to be discussed and voted on at the meeting - and not the actual Bylaws in effect. These new Bylaws had not yet been approved by the members, let alone by Corporate Registries, both of which have to be done before new Bylaws can be in force. (The fact that they were already relying on the authority of their proposed Bylaws before the vote demonstrates to us the Board’s bad faith, their inadequate understanding of governance matters and their lack of interest in meaningful input or engagement from the membership in determining the future direction of the club.)
In our opinion, these irregularities reinforce the concerns we have raised across this website about this Board’s penchant for secrecy, lack of due process, and failures to abide by the rules that govern them.
We will summarize our concerns below.
For a full review of our concerns with the Board’s proposed new Bylaws, please read our newsletter issues of June 6, June 7 and June 13, 2025.
What are Bylaws?
Bylaws are formal written rules that govern how an organization operates.
They include things like who can be a member, how Board Directors are elected, what are the roles of the Directors, and other obligations, including financial obligations, as required by legislation. The contents can vary to some degree; but they need to follow the requirements of the Societies Act, which is the provincial legislation that governs not-for-profit societies like the RDTC. Changes to Bylaws need to be voted on by members with voting privileges who attend a special or annual meeting for this purpose.
Concerns with the Amended Bylaws
We are concerned that, as written, and combined with the newly implemented Code of Conduct, these Bylaws strip members of rights they ought to have in a community club and reduce democratic participation and process.
Additionally, we feel that they work to concentrate power in the hands of people who (in our opinion) have already demonstrated significant abuse of power and a disregard for fair process.
Our Top 5 Concerns:
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Less member control over who governs
The amended Bylaws give the Board full control over who can run for the Board by pre-selecting nominations. There are no details about how nominations will be vetted, approved or dismissed, or even whether members will know what nominations were submitted. Even then, the Board will be able to remove Directors from the Board after they are elected, without going back to the membership. The reasons the Board can remove a Director are vague and include the Director “being neglectful of duty” or for “conduct tending to impair his usefulness and/or discretion as a Director”.
Together, these changes remove members’ ability to choose their own leadership and have the potential to silence dissenting voices. This risks turning the Board into a rubber stamp, rather than a place of vibrant debate with differing viewpoints arriving at a Board consensus.
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Reduced representation for families and juniors
Parents of junior members are currently denied voting rights unless they hold their own memberships. The new Bylaws will reduce the representation of junior members further by limiting how many Board Directors can be parents of juniors. There was no pressing evidence as to what “problem” this solved. This change will also mean that adult members who happen to have kids who play at the club will have fewer rights and less representation than adult members without minor children.
Giving less representation at the Board level to a membership category that already has no vote (e.g. junior members) is unfair and discriminatory, especially when there aren’t any restrictions on other categories of membership (e.g. senior members) who do already have a vote. It also seems short-sighted to us in terms of ensuring the growth of a community club to enforce in Bylaws that 2/3 of the Board cannot have kids who play tennis.
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Vague rules threaten membership status
The term “member in good standing” is used throughout the Bylaws; but the criteria for losing good standing are unclear and risk being applied inconsistently or arbitrarily. For example, the Board can “disallow” membership based on “detrimental character”. To get back in good standing requires the member to “fulfill all terms and conditions of such disciplinary action to the satisfaction of the Board”; but there are no indications of what these terms might look like or what disciplinary action might entail. We note that the weaponization of such policies in Alberta municipalities has led to some unjust results, and a call to repeal such legislation.
This lack of detail and broad interpretation gives the Board what appears to be complete discretion to suspend or revoke memberships pretty much at will, without clear or fair processes.
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No due process for complaints
If someone complains about a member, the “process” described by these Bylaws is that the Board will write you a letter outlining your offence and you have the option of writing back to present your defense. That’s it. The Board will then decide guilt and impose consequences “in its sole discretion” - without any specified investigation, conversation with the member, or appeal process. There is no transparent process to assess whether the complaint was legitimate in the first place and no clear process about how to get back “in good standing”.
In other words, membership in the club would become tentative and potentially revocable at any time for almost any reason decided by the Board, “in its sole discretion”.
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A dangerous concentration of power
These changes would give the current Board near-total control over:
- who can be elected,
- who can remain on the Board,
- who’s allowed to be a member, and
- how rules are applied.
We feel that these changes are not about empowering the membership; they’re very much about constraining, limiting and controlling the membership. And, in our opinion, that control is being sought by people who have demonstrated to us that they don’t wish to have any accountability to their membership at all, as illustrated above by the concerns about the election process, representation on the Board, and due process around complaints.
Link to Concerns about Harassment and Poor Governance
In our opinion, these proposed new Bylaws do not reflect the spirit of not-for-profit clubs in Alberta - where the members direct the club and the Board governs, guided by the democratic participation of its members. In the amended Bylaws, the Board has more power to govern through top-down authority and the enforced control of member behaviour, through potentially arbitrary and unfair means.
We do not think any Board should have this kind of unchecked authority. Letting this Board in particular have this kind of power seems especially worrisome to us, in light of our beliefs about the current Board majority’s poor governance, secrecy, silencing and intimidation (and excluding) of dissenting Board Directors, and harassment of Directors, members and players.
Just as with the Code of Conduct, we also believe that the new Bylaws will be used as a weapon against members who disagree with the current Board. For more details about our concerns and examples of how these Bylaws are already being used against members, read our full reviews in our June 6, June 7 and June 13 newsletters.