Lancaster and District Curling Club Inc. Bylaw

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Lancaster and District Curling Club Inc. Bylaw
ARTICLE I GENERAL
1.1 Purpose – These By-laws relate to the general conduct of the affairs of the Lancaster
and District Curling Club Inc.
1.2 Definitions - The following terms have these meanings in these By-laws:
a) Act – the Ontario Corporations Act or any successor legislation.
b) Auditor – an individual appointed by the Members at the Annual Meeting to
audit the books, accounts, and records of the Corporation for a report to the
Members at the next Annual Meeting in accordance with the Act.
c) Board – the Board of Directors of the Corporation.
d) Corporation – the Lancaster and District Curling Club Inc.
e) Days – days including weekends and holidays.
f) Director – an individual elected or appointed to serve on the Board pursuant to
these By-laws.
g) Officer – an individual elected or appointed to serve as an Officer of the
Corporation pursuant to these By-laws.
h) Ordinary Resolution – a resolution passed by a majority of the votes cast on that
resolution.
i) Special Resolution – a resolution passed by not less than two-thirds of the votes
cast on that resolution.
j) Seal – an impression whereof is stamped in the margin hereof, shall be the
Corporate seal of the club.
1.3 Registered Office – The registered office of the Corporation will be located within the
Province of Ontario.
1.4 Corporate Seal - The Corporation may have a corporate seal, which may be adopted and
may be changed by Ordinary Resolution of the Board.
1.5 No Gain for Members – The Corporation will be carried on without the purpose of gain
for its Members and any profits or other accretions to the Corporation will be used in
promoting its objects.
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1.6 Ruling on By-laws – Except as provided in the Act, the Board will have the authority to
interpret any provision of these By-laws that is contradictory, ambiguous, or unclear,
provided such interpretation is consistent with the objects of the Corporation.
1.7 Conduct of Meetings – Unless otherwise specified in these By-laws, meetings of
Members and meetings of the Board will be conducted according to Robert’s Rules of
Order (current edition).
1.8 Interpretation – Words importing the singular will include the plural and vice versa,
words importing the masculine will include the feminine and vice versa, and words
importing persons will include bodies corporate. Words importing an organization
name, title, or program will include any successor organizational name, title, or
program.
ARTICLE II MEMBERSHIP
2.1 Categories – The Corporation has the following categories of Member:
a) Ordinary - an individual who has paid the ordinary dues as determined annually
by the Board of Directors in accordance with the Membership Fees Policy. An
Ordinary member is entitled to regular league play and club activities.
b) Student – one who has paid the student membership dues as determined
annually by the Board of Directors in accordance with the Membership Fees
Policy and is a student enrolled full-time in an elementary, secondary or post-
secondary institution. A student member is entitled to curl at those times
designated by the Board of Directors.
c) Social – an individual who has paid the social dues as determined annually by the
Board of Directors in accordance with the Membership Fees Policy. A Social
member is entitled to all privileges of the club, but is not entitled to curl in
regular draw games.
c) Life – an individual who has been named as a life member by resolution of the
Board of Directors and approved at an Annual Meeting. A life member shall have
all the privileges of the club as those enjoyed by an Ordinary Member.
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Admission and Renewal of Members
2.2 Admission of Members – Any candidate will be admitted as a Member or renewed as a
Member if:
a) The candidate member makes an application for membership in a manner
prescribed by the Corporation;
b) The candidate member was at any time previously a Member, the candidate
member was a Member in good standing at the time of ceasing to be a Member;
c) The candidate member has paid dues as prescribed by the Board;
d) The candidate member agrees to uphold and comply with the Corporation’s
governing documents;
e) The candidate member meets any other condition of membership determined
by the Board;
f) The candidate member has met the applicable definition listed in Section 2.1;
and
g) The candidate member has been approved by Ordinary Resolution by the Board
or by any committee or individual delegated this authority by the Board.
Membership Dues and Duration
2.3 Year – Unless otherwise determined by the Board, the membership year of the
Corporation will October 1
st
to September 30
th
2.4 Dues – Membership dues will be determined annually by the Board.
2.5 Duration – Membership duration is accorded on an annual basis and Members will re-
apply for membership annually.
2.6 Deadline – Members will be notified in writing of the membership dues at any time
payable, and if the membership dues are not paid within sixty (60) days of the
membership renewal date or notice of default, the Member in default will automatically
cease to be a Member of the Corporation.
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Transfer, Suspension, and Termination of Membership
2.7 Transfer – Membership in the Corporation is non-transferable.
2.8 Termination – Membership in the Corporation will terminate immediately upon:
a) The expiration of the Member’s annual membership, unless renewed in
accordance with these By-laws;
b) The Member fails to maintain any of the qualifications or conditions of
membership described in Section 2.1 of these By- laws;
c) Resignation by the Member by giving written notice to the Corporation;
d) Dissolution of the Corporation;
e) The Member’s death; or
f) By Ordinary Resolution of the Board or of the Members at a duly called meeting,
provided fifteen (15) days notice is given and the Member is provided with
reasons and the opportunity to be heard. Notice will set out the reasons for
termination of membership and the member receiving the notice will be entitled
to submit a written submission opposing the termination.
2.9 May Not Resign – A Member may not resign from the Corporation when the Member is
subject to disciplinary investigation or action of the Corporation.
2.10 Arrears – A Member will be expelled from the Corporation for failing to pay membership
dues or monies owed to the Corporation by the deadline dates prescribed by the
Corporation.
2.11 Discipline – In addition to expulsion for failure to pay membership dues, a Member may
be disciplined in accordance with the Corporation’s policies and procedures relating to
the discipline of Members.
2.12 Dues Payable – Any dues, subscriptions, or other monies owed to the Corporation by
suspended or expelled Members will remain due.
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Good Standing
2.13 Definition – A Member will be in good standing provided that the Member:
a) Has not ceased to be a Member;
b) Has not been suspended or expelled from membership, or had other
membership restrictions or sanctions imposed;
c) Has completed and remitted all documents as required by the Corporation;
d) Has complied with the By-laws, policies, and rules of the Corporation;
e) Is not subject to a disciplinary investigation or action by the Corporation, or if
subject to disciplinary action previously, has fulfilled all terms and conditions of
such disciplinary action to the satisfaction of the Board; and
f) Has paid all required membership dues.
2.14 Cease to be in Good Standing - Members that cease to be in good standing, as
determined by the Board or a Disciplinary Panel will not be entitled to vote at meetings
of the Members or be entitled to the benefits and privileges of membership until such
time as the Board is satisfied that the Member has met the definition of good standing.
ARTICLE III MEETINGS OF MEMBERS
3.1 Annual Meeting - The Corporation will hold meetings of Members at such date, time
and place as determined by the Board within the Province of Ontario. The Annual
Meeting will be held within fifteen (15) months of the last Annual Meeting and within
six (6) months of the Corporation’s fiscal year end. Any Member, upon request, will be
provided, not less than twenty-one (21) days before the annual meeting, with a copy of
the approved financial statements, auditor’s report or review engagement report.
3.2 Special Meeting - A Special Meeting of the Members may be called at any time by
Ordinary Resolution of the Board or upon the written requisition of ten percent (10%) or
more of the Members for any purpose connected with the affairs of the Corporation
that does not fall within the exceptions listed in the Act or is otherwise inconsistent with
the Act, within twenty-one (21) days from the date of the deposit of the requisition.
3.3 Participation/Holding by Electronic Means – Any person entitled to attend a meeting of
Members may participate in the meeting by telephonic or electronic means that permits
all participants to communicate adequately with each other during the meeting if the
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Corporation makes such means available. A person so participating in a meeting is
deemed to be present at the meeting. The Directors or Members, as the case may be,
may determine that the meeting be held entirely by telephonic or electronic means that
permit all participants to communicate adequately with each other during the meeting.
3.4 Notice - Written or electronic notice of the date of the Annual Meeting of the Members
will be given to all Members in good standing, Directors, and the Auditor at least ten
(10) days and not more than fifty (50) days prior to the date of the meeting. Notice will
contain a reminder of the right to vote by proxy or by absentee ballot, a proposed
agenda, reasonable information to permit Members to make informed decisions,
nominations of Directors, and the text of any resolutions or amendments to be decided.
3.5 Waiver of Notice – Any person who is entitled to notice of a meeting of the Members
may waive notice, and attendance of the person at the meeting is a waiver of notice of
the meeting, unless the person attends the meeting for the express purpose of
objecting to the transaction of any business on the grounds that the meeting was not
lawfully called in accordance with these By-laws.
3.6 Error or Omission in Giving Notice - No error or omission in giving notice of any meeting
of the Members shall invalidate the meeting or make void any proceedings taken at the
meeting.
3.7 New Business - No other item of business will be included in the notice of the meeting
of the Members unless notice in writing of such other item of business, or a Member’s
proposal, has been submitted to the Board sixty (60) days prior to the meeting of the
Members in accordance with procedures as approved by the Board. Copies of all such
proposals together with copies of any amendments thereto then proposed by the Board
and copies of all resolutions put forward by the Board shall be sent to all Members with
the agenda and the notice calling an Annual Meeting.
3.8 Quorum – seven (7) voting members present or by proxy will constitute a quorum. If a
quorum is present at the opening of a meeting of the Members, the Members present
may proceed with the business of the meeting, even if a quorum is not present
throughout the meeting.
3.9 Closed Meetings – Meetings of Members will be closed to the public except by invitation
of the Board.
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3.10 Agenda – The agenda for the Annual Meeting may include:
a) Call to order
b) Establishment of quorum
c) Approval of the agenda
d) Approval of minutes of the previous Annual Meeting
e) Presentation of reports
f) Report of Auditors
g) Appointment of Auditors
h) Business as specified in the meeting notice
i) Election of new Directors
j) Adjournment
3.11 Scrutineers – At the beginning of each meeting, the Board may appoint one or more
scrutineers who will be responsible for ensuring that votes are properly cast and
counted.
3.12 Adjournments - With the majority consent of the Members present and quorum is
ascertained, the Members may adjourn a meeting of Members and no notice is required
for continuation of the meeting, if the meeting is held within thirty (30) days. Any
business may be brought before or dealt with at any adjourned meeting which might
have been brought before or dealt with at the original meeting in accordance with the
notice calling the same.
3.13 Attendance - The only persons entitled to attend a meeting of the Members are the
Members, the Directors, the auditors of the Corporation (or the person who has been
appointed to conduct a review engagement, if any) and others who are entitled or
required under any provision of the Act or the articles to be present at the meeting. Any
other person may be admitted only if invited by the Chair of the meeting or with the
majority consent of the Members present at the meeting.
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Voting at Meetings of Members
3.14 Voting Rights – Members will have the following voting rights at all meetings of the
Members:
a) Individual Members will have one vote each.
3.15 Eligibility of Votes – The date determined by the Board will determine the list of
Members who are eligible to vote at a meeting of the Members. The date will be no
more than thirty (30) days prior to the meeting.
3.16 Proxy Voting – Every Member entitled to vote at a meeting of Members may, by means
of a proxy, appoint a proxy holder, or one or more alternate proxy holders, to attend
and vote on behalf of the Member. The proxy holder need not be a Member. A proxy
must:
a) Be signed by the Member;
b) Be in a form that complies with the Act;
c) Comply with the format stipulated by the Corporation; and
d) Be submitted to the Registered Office of the Corporation at least two (2)
business days prior to the meeting of the Members
3.17 Determination of Votes – Votes will be determined by a show of hands, orally or
electronic ballot, except in the case of elections which require a secret ballot, unless a
secret or recorded ballot is requested by a Member.
3.18 Majority of Votes - Except as otherwise provided in these By-laws, the majority of votes
will decide each issue. In the case of a tie, the President of the Corporation (or
designate) shall cast the deciding vote.
3.19 Written Resolution – A resolution signed by all the Members entitled to vote on that
resolution at a meeting of the Members is as valid as if it had been passed at a meeting
of the Members.
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ARTICLE IV GOVERNANCE
Composition of the Board
4.1 Directors – The Board will consist of twelve (12) Directors.
4.2 Composition of the Board - The Board will consist of the following:
a) President
b) Vice-President
c) Treasurer
d) Secretary
e) Past President
f) Seven (7) Directors-at-Large
Eligibility of Directors
4.3 Eligibility – To be eligible for election as a Director, an individual must:
a) Be eighteen (18) years of age or older;
b) Not have been found under the Substitute Decisions Act, 1992 or under the
Mental Health Act to be incapable of managing property;
c) Have the power under law to contract;
d) Have not been declared incapable by a court in Canada or in another country;
and
e) Not have the status of bankrupt.
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Election of Directors
4.4 Nominations Committee – The Board will appoint a Nominations Committee at their
regular monthly meeting in February. The Nominations Committee will be responsible
to solicit and receive nominations for the election of the Directors.
4.5 Nomination - Any nomination of an individual for election as a Director will:
a) Include the written consent of the nominee by signed or electronic signature;
b) Comply with the procedures established by the Nominations Committee; and
c) Be submitted to the Registered Office of the Corporation seven (7) days prior to
the Annual Meeting. This timeline may be extended by Ordinary Resolution of
the Board.
4.6 Nominations from the Floor – An individual may be nominated from the floor of the
meeting of the Members in accordance with the act.
4.7 Circulation of Nominations - Valid nominations will be circulated to Members at the
Annual Meeting prior to the elections.
4.8 Election – The number of Directors that will be elected at each Annual Meeting are to be
equal to the number of vacant positions on the Board at the time of the Annual
Meeting.
4.9 Elections – Elections will be decided by majority vote of the Members in accordance
with the following:
a) One Valid Nomination – Winner declared by ordinary resolution.
b) Two or More Valid Nominations – The nominee(s) receiving the greatest number
of votes and an ordinary resolution will be elected. In the case of a tie, the
nominee receiving the fewest votes will be deleted from the list of nominees and
a second vote will be conducted. If there continues to be a tie and more
nominees than positions, the nominee receiving the fewest votes will be deleted
from the list of nominees until there remains the appropriate number of
nominees for the position(s) or until a winner is declared. If there continues to
be a tie then the winner(s) will be declared by Ordinary Resolution of the Board.
4.10 Terms - Directors will serve terms of two (2) years and will hold office until their
successors have been duly elected in accordance with these By-laws, unless they resign,
are removed from or vacate their office.
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Resignation and Removal of Directors
4.11 Resignation - A Director may resign from the Board at any time by presenting his or her
notice of resignation to the Board. This resignation will become effective the date on
which the notice is received by the Secretary or at the time specified in the notice,
whichever is later. When a Director who is subject to a disciplinary investigation or
action of the Corporation resigns, that Director will nonetheless be subject to any
sanctions or consequences resulting from the disciplinary investigation or action.
4.12 Vacate Office - The office of any Director will be vacated automatically if:
a) The Director resigns;
b) At the discretion of the Board and without reasonable excuse, the Director is
absent from three (3) consecutive meetings of the Board;
c) The Director is found to be incapable of managing property by a court or under
Ontario law;
d) The Director is found by a court to be of unsound mind;
e) The Director becomes bankrupt or suspends payment of debts or compounds
with creditors or makes an authorized assignment in bankruptcy or is declared
insolvent; or
f) The Director dies.
4.13 Removal – An elected Director may be removed by Special Resolution of the Members
at an Annual Meeting or Special Meeting provided the Director has been given
reasonable written notice of, and the opportunity to be present and to be heard at, such
a meeting.
Filling a Vacancy on the Board
4.14 Vacancy - Where the position of a Director becomes vacant for whatever reason and
there is still a quorum of Directors, the Board may appoint a qualified individual to fill
the vacancy for a term expiring not later than the close of the next Annual Meeting.
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Meetings of the Board
4.15 Call of Meeting – A meeting of the Board will be held at any time and place as
determined by the President, or by written requisition of at least two (2) Directors.
4.16 Chair – The President will be the Chair of all Board meetings unless designated by the
President. In the absence of the President, or if the meeting of the Board was not called
by the President, the Vice-President (or designate) will be the Chair of the meeting.
4.17 Notice – Written notice, served other than by mail, of meetings of the Board will be
given to all Directors at least seven (7) days prior to the scheduled meeting. Notice
served by mail will be sent at least fourteen (14) days prior to the meeting. No notice of
a meeting of the Board is required if all Directors waive notice, or if those absent
consent to the meeting being held in their absence. If a quorum of Directors is present,
each newly elected or appointed Board may, without notice, hold its first meeting
immediately following the Annual Meeting of the Corporation.
4.18 Board Meeting With New Directors – For a first meeting of the Board held immediately
following the election of Directors at a meeting of the Members, or for a meeting of the
Board at which a Director is appointed to fill a vacancy on the Board, it is not necessary
to give notice of the meeting to the newly elected or appointed Director(s).
4.19 Number of Meetings – The Board shall meet monthly from September to May.
4.20 Quorum – At any meeting of the Board, quorum will be forty percent of Directors
holding office.
4.21 Voting – Each Director is entitled to one vote. Voting will be by a show of hands, written,
electronic or orally unless a majority of Directors present request a secret ballot.
Resolutions will be passed Ordinary Resolution. In the event of a tie, the resolution will
be defeated.
4.22 No Alternate Directors - No person shall act for an absent Director at a meeting of
directors.
4.23 Written Resolutions - A resolution in writing signed by all the Directors is as valid as if it
had been passed at a meeting of the Board.
4.24 In-Camera Meetings – The Board may, by Ordinary Resolution, consider business in-
camera if the business deals with:
a) Discipline of any Director or Member;
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b) Expulsion or suspension of any person from any office of the Corporation, or of
any organization from membership in the Corporation;
c) Recruitment and employment of personnel;
d) Acquisition of property or other contractual arrangements; or
e) Preparation or planning for the presentation of a competitive bid, quote, or
similar activity.
4.25 Closed Meetings – Meetings of the Board will be closed to Members and the public
except by invitation of the Board.
4.26 Meetings by Telecommunications - A meeting of the Board may be held by telephone
conference call or by means of other telecommunications technology. Directors who
participate in a meeting by telecommunications technology are considered to have
attended the meeting.
Duties of Directors
4.27 Standard of Care – Every Director will:
a) Act honestly and in good faith with a view to the best interests of the
Corporation; and
b) Exercise the care, diligence and skill that a reasonably prudent person would
exercise in comparable circumstances.
Powers of the Board
4.28 Powers of the Corporation – Except as otherwise provided in the Act or these By-laws,
the Board has the powers of the Corporation and may delegate any of its powers,
duties, and functions.
4.29 Empowered – The Board is empowered, including but not limited to:
a) Make policies and procedures or manage the affairs of the Corporation in
accordance with the Act and these By-laws;
b) Make policies and procedures relating to the discipline of Members, and have
the authority to discipline Members in accordance with such policies and
procedures;
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c) Make policies and procedures relating to the management of disputes within the
Corporation and deal with disputes in accordance with such policies and
procedures;
d) Employ or engage under contract such persons as it deems necessary to carry
out the work of the Corporation;
e) Determine registration procedures, recommend membership dues, and
determine other registration requirements;
f) Enable the Corporation to receive donations and benefits for the purpose of
furthering the objects and purposes of the Corporation;
g) Make expenditures for the purpose of furthering the objects and purposes of the
Corporation;
h) Borrow money upon the credit of the Corporation as it deems necessary in
accordance with these By-laws; and
i) Perform any other duties from time to time as may be in the best interests of the
Corporation.
ARTICLE V OFFICERS
5.1 Composition – The Officers will be comprised of the President, Vice President, past-
President, Secretary, and Treasurer.
5.2 Election – The Officers of the Corporation will be elected by the Board of Directors. At
the first meeting of the Board of Directors held following the election of new Directors,
the Directors will elect a President, Vice-President, Secretary, and Treasurer. They shall
take office immediately.
5.3 Voting - Elections will be decided by majority vote of the Directors in accordance with
the following:
a) One Valid Nomination – Winner declared by acclamation.
b) Two or More Valid Nominations – Winner is the nominee receiving the greatest
number of votes. In the case of a tie, a runoff vote will be conducted. Only those
nominees who were tied for the position will appear on the ballot. The nominee
receiving the greatest number of votes will be declared the winner. Additional
runoff votes may occur if required.