1.1 Purpose – These Bylaws relate to the general conduct of the affairs of the Downtown Swim Club.
1.2 Definitions - The following terms have these meanings in these Bylaws:
1.3 Registered Office – The registered office of the Corporation will be located within the Province of Ontario, unless amended in accordance with the Act.
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.
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 Roberts Rules of Order (current edition).
1.8 Interpretation – All terms contained in these By-laws that are defined in the Act will have the meaning given to such terms in the Act. 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.
1.9 Headings – The headings used in the By-laws are inserted for convenience of reference only.
2.1 Categories – The Corporation has one class of membership being a Regular Member. Qualifications for Membership
2.2 Regular Member – Any individual who is a current Director of the Corporation in good standing.
2.3 Year - Unless otherwise determined by the Board, the membership year of the Corporation will be September 1 st – August 31 st .
2.4 Dues – Membership dues for all categories of Membership and participation/registration will be determined annually by the Board of Directors.
2.5 Transfer – Membership in the Corporation is non-transferable.
2.6 Termination – Membership in the Corporation will terminate immediately upon:
2.7 May Not Resign – A Member may not resign from the Corporation when the Member is subject to disciplinary investigation or action of the Corporation.
2.8 Discipline – In addition to expulsion for failure to pay membership dues, a Member may be suspended or expelled from the Corporation in accordance with the Corporation’s policies and procedures relating to discipline of Members.
2.9 Definition – A Member of the Corporation will be in good standing provided that the Member:
2.10 Cease to be in Good Standing - Members who cease to be in good standing, as determined by the Board of Directors, Discipline or Appeal Panels, will not be entitled to vote at meetings of Members and, where the Member is a Director, at meetings of Directors, or be entitled to the benefits and privileges of membership, including but not limited to football programming or competitions, until such time as the Board is satisfied that the Member has met the definition of good standing as set out above.
3.1 Types of Meetings – Meetings of Members will include Annual Meetings and Special Meetings.
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 five percent (5%) 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 Location and Date of 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.
3.4 Participation 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 Corporation makes such means available. A person so participating in a meeting is deemed to be present at the meeting.
3.5 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 sixty (60) days prior to the date of the meeting. Notice, given at least thirty (30) days prior to the date of an Annual or Special Meeting of the Members 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.
3.6 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.
3.7 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.
3.8 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 thirty (30) days prior to the meeting of the Members.
3.9 Quorum – Three (3) voting Members 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.
3.10 Closed Meetings – Registered Participants may attend meetings of the Members, but meetings of Members will be closed to the public except by invitation of the Board.
3.11 Agenda – The agenda for the Annual Meeting will at least include:
3.12 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.
3.13 Voting Privileges – Regular Members are entitled to attend meetings of member and one (1) vote.
3.14 Written Resolution - A resolution in writing signed by all the Members is as valid as if it had been passed at a meeting of the Members.
3.15 Proxy Voting – Every Member entitled to vote at a meeting of Members may, by means of a proxy, appoint a proxy holder to attend and vote on behalf of the Member. A proxy must:
3.16 Absentee Voting – A Member may vote in writing in advance of the meeting of the Members on published proposed resolutions and for the election of Directors by so indicating its vote to the Secretary prior to the vote being taken.
3.17 Voting by Mail or Electronic Means – A Member may vote by mail, telephonic or electronic means if:
3.18 Voting Procedure – Expect upon the demand, by at least three (3) of the Members, for a secret ballot prior to the vote being held, voting on resolutions or proposals other than the election of Directors will be held by means of a show of voting cards or other mechanism signaling the number of votes each Member has.
3.19 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 issue is defeated.
4.1 Directors – The Board will consist of five (5) Directors.
4.2 Composition of the Board - The Board of the Corporation will consist of the following:
4.3 Eligibility – To be eligible for election as a Director, an individual must:
4.4 Election – All Directors will be elected at each Annual Meeting, or rotation of Directors.
4.5 Elections – Elections will be decided by majority vote of the Members in accordance with the following:
4.6 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. Resignation and Removal of Directors
4.7 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 request is approved by the Board. 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.
4.8 Vacate Office - The office of any Director will be vacated automatically if:
4.9 Removal – An elected Director may be removed by Ordinary 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
4.10 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 the remainder of the term.
4.11 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 three (3) Directors.
4.12 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.
4.13 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).
4.14 Number of Meetings – The Board will hold at least four (4) meetings per year.
4.15 Quorum – At any meeting of the Board, quorum will be three (3) Directors.
4.16 Voting – Each Director is entitled to one vote. Voting will be by a show of hands, written, or orally unless a majority of Directors present request a secret ballot. Resolutions will be passed upon a majority of the votes being in favour of the resolution. In the event of a tie, the resolution is defeated.
4.17 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.
4.18 Closed Meetings – Meetings of the Board will be closed to Members and the public except by invitation of the Board.
4.19 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.
4.20 Standard of Care – Every Director will:
4.21 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.
4.22 Empowered – The Board is empowered to:
4.23 Investments – The Board may purchase, lease or otherwise acquire, alienate sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, moveable or immovable, real or personal, or any right or interest therein owned by the Corporation for such consideration and upon such terms and conditions as they may deem advisable.
4.24 Trusts – The Board may enter into a trust agreement or agreements with a trust company or other trustees as they may deem fit for the purpose of creating a trust fund or funds of which the capital and income may be made available for the furtherance of all or any of the purposes and objects of the Corporation in accordance with such terms and conditions as they may prescribe.
5.1 Composition – The Officers will be comprised of the Co-Chairs, Secretary, and Treasurer.
5.2 Duties - The duties of Officers are as follows:
5.3 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 of the Corporation.
5.4 Removal – An Officer may be removed by Special Resolution of the Board or by Ordinary Resolution of the Members in a meeting, provided the Officer has been given notice of and the opportunity to be present and to be heard at the meeting where such Resolution is put to a vote. If the Officer is removed by the Members, his or her position as a Director will automatically and simultaneously be terminated.
5.5 Vacancy – Where the position of an Officer 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.
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 of committees, and may delegate to any Committee any of its powers, duties, and functions.
6.2 Terms of Reference - The Board may establish the terms of reference and operating procedures for all Committees, determine the Chair and members of each Committee, and delegate any of its powers, duties or functions to any Committee.
6.3 Removal - The Board may remove any member of any Committee or any Committee.
6.4 Debts – No Committee will have the authority to incur debts in the name of the Corporation.
7.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the Corporation will be August 31 st .
7.2 Bank - The banking business of the Corporation will be conducted at such financial institution as the Board may determine.
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. The auditor will hold office until the next Annual Meeting. The auditor will not be an employee or a 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 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.
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.
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 High Value Contracts – All financial instruments and contracts with a value larger than $10,000 must be signed by two (2) Officers or other individuals as designated by the Board that hold the signing authority of the Corporation.
7.8 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.
7.9 Borrowing - The Board may from time to time:
7.10 No Remuneration - All Directors 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. Conflict of Interest
7.11 Conflict of Interest – A Director 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.
8.1 Voting – These Bylaws may only be amended, revised, repealed or added to by Directors resolution. Any Bylaws changes will be submitted to the Members at the next Meeting of Members and the voting Members may confirm, reject or amend the Bylaws by ordinary resolution.
8.2 Effective Date – Bylaw amendments are effective from the date of the resolution of the Directors unless rejected or amended by the voting Members at a Members Meeting.
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, 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
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.
10.1 Dissolution – The Corporation may be dissolved in accordance with the Act.
10.2 Assets - Upon the dissolution of the Corporation, any funds or assets remaining after paying all debts will be distributed to organizations supporting or promoting similar objectives as the Corporation.
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/her under the Act. For further clarity, the Corporation will not indemnify an individual unless:
11.3 Insurance - The Corporation will, at all times, maintain in force such Directors and Officers liability insurance.
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 DATE.
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.