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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.
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5.4 Duties - The duties of Officers are as follows:
a) The President will be the chair of the Board, will preside at the Annual and
Special Meetings of the Corporation and at meetings of the Board unless
otherwise designated, will be the official spokesperson of the Corporation, and
will perform such other duties as may from time to time be established by the
Board.
b) The Vice President will, in the absence or disability of the President, perform the
duties and exercise the powers of the President, and will perform such other
duties as may from time to time be established by the Board.
c) The Secretary will be responsible for the documentation of all amendments to
the Corporation’s By-laws, will ensure that all official documents and records of
the Corporation are properly kept, cause to be recorded the minutes of all
meetings, will prepare and submit to each Meeting of the Members and other
meetings a report of all activities since the previous Meeting of the Members or
other meetings, will give due notice to all Members of the Meeting of the
Members of the Corporation, and will perform such other duties as may from
time to time be established by the Board.
d) The Treasurer will, subject to the powers and duties of the Board, keep proper
accounting records as required by the Act, will cause to be deposited all monies
received by the Corporation in the Corporation’s bank account, will supervise the
management and the disbursement of funds of the Corporation, when required
will provide the Board with an account of financial transactions and the financial
position of the Corporation, will prepare annual budgets, will oversee and
supervise office staff, and will perform such other duties as may from time to
time be established by the Board.
c) The past-president shall perform such duties as may be assigned to him or her by
the president or board of directors
5.5 Delegation of Duties – At the discretion of the Officer and with approval by Ordinary
Resolution of the Board, any Officer may delegate any duties of that office to
appropriate staff or committee of the Corporation.
5.6 Multiple Positions – With the exception of the position of President, a Director may hold
multiple Officer positions until a suitable replacement is found.
5.7 Removal – An Officer may be removed by Ordinary Resolution at a meeting of the Board
or of the Members, provided the Officer has been given notice of and the opportunity to
be present and to be heard at the meeting where such Ordinary Resolution is put to a
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vote. If the Officer is removed by the Members, his or her position as a Director will
automatically and simultaneously be terminated.
5.8 Vacancy – Where the position of an Officer, excluding the President, becomes vacant for
whatever reason and there is still a quorum of Directors, the Board may, by Ordinary
Resolution, appoint a qualified individual to fill the vacancy for the remainder of the
vacant position’s term of office. If the President position becomes vacant, the Vice-
President shall become President and the Board may appoint a replacement for the
position of Vice-President from among the Directors.
5.9 Other Officers – The Board may determine other Officer positions and appoint
individuals to fill those positions. Other Officers need not be Directors.
ARTICLE VI COMMITTEES
6.1 Appointment of Committees - The Board may appoint such committees as it deems
necessary for managing the affairs of the Corporation and may appoint members of
committees or provide for the election of members of committees, may prescribe the
duties and terms of reference of committees, and may delegate to any Committee any
of its powers, duties, and functions.
6.2 Vacancy – When a vacancy occurs on any Committee, the Board may appoint a qualified
individual to fill the vacancy for the remainder of the Committee’s term.
6.3 President Ex-officio – The President will be an ex-officio non-voting member of all
Committees of the Corporation.
6.4 Removal - The Board may remove any member of any Committee.
6.5 Debts – No Committee will have the authority to incur debts in the name of the
Corporation.
ARTICLE VII FINANCE AND MANAGEMENT
7.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the
Corporation will be May 1 to April 31 the following year.
7.2 Bank - The banking business of the Corporation will be conducted at such financial
institution as the Board may determine.
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7.3 Auditors - At each Annual Meeting the Members will appoint an auditor to audit or
conduct a review engagement of the books, accounts and records of the Corporation in
accordance with the Act. The auditor will hold office until the next Annual Meeting. The
auditor will not be an employee, Officer, or Director of the Corporation and must be
permitted to conduct an audit or review engagement of the Corporation under the
Public Accounting Act, 2004, as amended.
7.4 Annual Financial Statements – The Directors will approve financial statements
(evidenced by signature of one or more Directors) of the Corporation of the last fiscal
year of the corporation but not more than six (6) months before the Annual Meeting
and present the approved financial statements before the Members at every Annual
Meeting. A copy of the Annual Financial Statements will be provided to any Member
requesting a copy of the Financial Statements not less than twenty-one (21) days before
the Annual Meeting. The Financial Statements will include:
a) The financial statements
b) The auditor’s report
c) Any further information respecting the financial position of the Corporation
7.5 Books and Records - The necessary books and records of the Corporation required by
these By-laws or by applicable law will be necessarily and properly kept. The books and
records include, but are not limited to:
a) The Corporation’s articles and By-laws;
b) The minutes of meetings of the Members and of any committee of Members;
c) The resolutions of the Members and of any committee of Members;
d) The minutes of meetings of the Directors or any committee of Directors;
e) The resolutions of the Directors and of any committee of Directors;
f) A register of Directors;
g) A register of Officers;
h) A register of Members; and
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i) Account records adequate to enable the Directors to ascertain the financial
position of the Corporation on a quarterly basis.
7.6 Signing Authority – Contracts, agreements, deeds, leases, mortgages, charges,
conveyances, transfers and assignments of property, leases and discharges for the
payment of money or other obligations, conveyances, transfers and assignments of
shares, stocks, bonds, debentures, or other securities, agencies, powers of attorney,
instruments of proxy, voting certificates, returns, documents, reports, or any other
instruments in writing to be executed by the Corporation will be executed by at least
two (2) of the Officers or other individuals, as designated by the Board. In addition, the
Board may direct a manner in which the person or persons by whom any particular
instrument or class of instruments may or will be signed.
7.7 Property - The Corporation may acquire, lease, sell, or otherwise dispose of securities,
lands, buildings, or other property, or any right or interest therein, for such
consideration and upon such terms and conditions as the Board may determine.
7.8 Borrowing - The Board may from time to time:
a) Borrow money on the credit of the Corporation;
b) Issue, reissue, sell or pledge debt obligations including bonds, debentures,
debenture stock, notes or other like liabilities (whether secured or unsecured) of
the Corporation;
c) Give a guarantee on behalf of the Corporation to secure performance of an
obligation of any person; and
d) Charge, mortgage, hypothecate, or pledge all or any currently owned or
subsequently acquired real or personal, moveable or immovable property of the
Corporation, including book debts, rights, powers, franchises and undertakings,
to secure any debt or liability of the Corporation.
7.9 Borrowing Restriction - The Members may, by Special Resolution, restrict the borrowing
powers of the Board but a restriction so imposed expires at the next Annual Meeting.
Remuneration
7.10 No Remuneration - All Directors, Officers and members of Committees will serve their
term of office without remuneration (unless approved by at a meeting of Members)
except for reimbursement of expenses as approved by the Board. This section does not
preclude a Director or member of a Committee from providing goods or services to the
Corporation under contract or for purchase. Any Director or member of a Committee
will disclose the conflict/potential conflict in accordance with these By-laws.
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Conflict of Interest
7.11 Conflict of Interest – A Director, Officer or member of a Committee who has an interest,
or who may be perceived as having an interest, in a proposed contract or transaction
with the Corporation will disclose fully and promptly the nature and extent of such
interest to the Board or Committee, as the case may be, will refrain from voting or
speaking in debate on such contract or transaction, will refrain from influencing the
decision on such contract or transaction, and will otherwise comply with the
requirements of the Act regarding conflict of interest.
ARTICLE VIII AMENDMENT OF BY-LAWS
8.1 Voting – These By-laws may only be amended, revised, repealed or added to by:
a) A Special Resolution of the voting Members present at a meeting duly called to
amend, revise or repeal these Bylaws. Any amendments, revisions, addition or
deletions will be effective immediately.
b) The Board of Directors by way of Ordinary Resolution. Any amendments,
revisions, addition or deletions will be effective until the next Members meeting
at which the Members will by Special Resolution amend, revise or delete the
Bylaws approved by the Board.
8.2 Effective Date – By-laws amendments are effective from the date of the resolution of
the Directors unless rejected or amended by the voting Members at a meeting of the
Members.
ARTICLE IX NOTICE
9.1 Written Notice - In these By-laws, written notice will mean notice which is hand-
delivered or provided by mail, fax, electronic mail or courier to the address of record of
the individual, Director, Officer, or Member, as applicable.
9.2 Date of Notice - Date of notice will be the date on which receipt of the notice is
confirmed verbally where the notice is hand- delivered, electronically where the notice
is faxed or emailed, or in writing where the notice is couriered, or in the case of notice
that is provided by mail, five (5) days after the date the mail is post-marked
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9.3 Error in Notice - The accidental omission to give notice of a meeting of the Board or of
the Members, the failure of any Director or Member to receive notice, or an error in any
notice which does not affect its substance will not invalidate any action taken at the
Meeting.
ARTICLE X DISSOLUTION
10.1 Dissolution – The Corporation may be dissolved in accordance with the Act.
ARTICLE XI INDEMNIFICATION
11.1 Will Indemnify - The Corporation will indemnify and hold harmless out of the funds of
the Corporation each Director and any individual who acts at the Corporation’s request
in a similar capacity, their heirs, executors and administrators from and against any and
all claims, charges, expenses, demands, actions or costs, including an amount paid to
settle an action or satisfy a judgment, which may arise or be incurred as a result of
occupying the position or performing the duties of a Director or and any individual who
acts at the Corporation’s request in a similar capacity.
11.2 Will Not Indemnify - The Corporation will not indemnify a Director or any individual who
acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad
faith, breach of any statutory duty or responsibility imposed upon him or her under the
Act. For further clarity, the Corporation will not indemnify an individual unless:
a) The individual acted honestly and in good faith with a view to the best interests
of the Corporation; and
b) If the matter is a criminal or administrative proceeding that is enforced by a
monetary penalty, the individual had reasonable grounds for believing that his or
her conduct was lawful.
11.3 Insurance - The Corporation will, at all times, maintain in force such Directors and
Officers liability insurance.
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ARTICLE XII ADOPTION OF THESE BY-LAWS
12.1 Ratification – These By-laws were ratified by a Special Resolution vote of the Members
of the Corporation at a meeting of Members duly called and held on June 14
th
, 2023.
12.2 Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Corporation
repeal all prior By-laws of the Corporation provided that such repeal does not impair the
validity of any action done pursuant to the repealed By-laws.
