AURORA SKATING CLUB

BY-LAWS

 

ARTICLE I                             GENERAL

1.1               Purpose – These By-laws relate to the general conduct of the affairs of the Aurora Skating Club.

 

1.2               Definitions – The following terms have these meanings in these By-laws:

a)       Act – the Ontario Corporations Act or any successor legislation including the Ontario Not-for-Profit Corporations Act, 2010 (upon becoming law).

b)       Auditor – an individual, partnership, or corporation 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 Aurora Skating Club

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)       In Writing – shall include both hard copy and electronic communication in a form determined appropriate by the Board

h)      Officer – an individual elected or appointed to serve as an Officer of the Corporation pursuant to these By-laws.

i)       Ordinary Resolution – a resolution passed by a majority of the votes cast on that resolution.

j)       Special Resolution – a resolution passed by not less than two-thirds of the votes cast on that resolution or signed by all the voting Members entitled to vote on that resolution.

 

1.3              Registered Office – The registered office of the Corporation will be located within the Province of Ontario.

 

1.4              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.

 

1.5              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.

 

1.6               Conduct of Meetings – Unless otherwise specified in these By-laws, meetings of the Members and meetings of the Board will be conducted according to Robert’s Rules of                      Order (current edition).

 

1.7              Interpretation – Words importing the singular will include the plural 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 category of Member:

 

a)       Member – Any individual who is elected or appointed as a Director of the Corporation in accordance with the By-laws.

 

 

2.2              Registration – Each category of Member must register with the Corporation and agree to abide by the Corporation’s By-laws, policies, procedures, rules and regulations.

 

Authority of Members

2.3               Membership Authority – The Members of the Corporation will have the following powers:

a)       To appoint the Auditor

b)      To amend the By-laws

c)       To elect Directors; and

d)      As provided in the Act and in these By-laws

 

Admission and Renewal of Members

2.4               Admission and Renewal of Members – Any candidate will be admitted 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 previously a Member, the candidate member was a Member in good standing when the candidate ceased to be a Member;

c)       The candidate member has paid fees as prescribed by the Board;

d)      The candidate member is not an employee or contractor receiving $500 or more in compensation from the Corporation;

e)      The candidate member agrees to uphold and comply with the Corporation’s governing documents;

f)        The candidate member meets any other condition of membership determined by the Board;

g)       The candidate member has met the applicable definition listed in Section 2.1; and

h)      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 Fees and Duration

2.5              Duration – Membership begins on the date the Director assumes office in accordance with these By-laws and ends when the individual ceases to be a Director, or when the                    Member resigns or is terminated from membership.

 

2.6               Fees – Membership fees will be determined by the Board.

 

2.7               Deadline – Members will be notified in writing of the membership fees at any time payable, and if the membership fees 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.

 

Transfer, Suspension, and Termination of Membership

2.8               Transfer – Membership in the Corporation is non-transferable.

 

2.9               Suspension – A Member may be suspended, pending the outcome of a discipline hearing in accordance with the Corporation’s policies related to discipline, or by Special                        Resolution of the Board at a meeting of the Board provided the Member has been given notice of and the opportunity to be heard at such meeting.

 

2.10           Effects of Suspension – A suspended Member is not in good standing, may not vote at meetings of the Members, is not permitted to have any sport-related involvement with                   the Corporation, and may be subject to a probationary period before being reinstated to good standing.

 

2.11           Termination – Membership in the Corporation will terminate immediately upon:

a)       The expiration of the Member’s 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)      A decision made by the Board (or designate) or a disciplinary panel in accordance with these By-laws or the Corporation’s policies;

f)       The Member’s death or dissolution, as applicable; or

g)      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.

 

2.12           May Not Resign – A Member may not resign from the Corporation when the Member is subject to disciplinary investigation or action by the Corporation.

 

2.13           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                         Board. Any dues, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due.

 2.14          Discipline – A Member may be disciplined in accordance with the Corporation’s policies and procedures relating to the discipline of Members.

 

Good Standing

2.15           Definition – A Member will be in good standing provided that the Member:

a)      Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;

b)      Has completed and remitted all documents as required by the Corporation;

c)       Has complied with the By-laws, policies, and rules of the Corporation;

d)     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

e)      Has paid all required membership fees.

 

2.16           Privileges of Good Standing - Subject to these By-laws and other governing documents of the Corporation, Members in good standing may be entitled to the following                             privileges:

a)       To attend, participate, and vote at meetings of the Members;

b)      To participate in the Corporation’s activities; and

c)       To participate in other events associated with the Corporation.

 

2.17           Cease to be in Good Standing – Members that cease to be in good standing, as determined by the Board (or designate) 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 ten (10) days before the annual meeting, with a copy of the approved financial statements, auditor’s report (if any) or review engagement report (if any).

 

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 voting 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 permit                  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. The Board 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 (if appointed) at                least fifteen (15) days and not more than forty-five (45) days prior to the date of the meeting. A further notice will be provided ten (10) days prior to the date of the meeting                        containing a reminder of the right to vote by proxy or by absentee ballot, a proposed agenda, and reasonable information to permit Members to make informed decisions.

 

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 thirty (30) 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 – A majority of Members present 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         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.

 

3.10      Adjournments – With the majority consent of the Members present and after 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.

 

3.11      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 to be present at the meeting. Any other person may                  be admitted only if invited by the Chair or with the majority consent of the Members present.

 

3.12      Chair – The Chair of the Board will be the Chair of all meetings of Members unless another individual is designated by the Chair or appointed by the Board and approved by                  an Ordinary Resolution of the voting Members in attendance in person.

 

Voting at Meetings of Members

3.13           Voting Rights – Subject to Article XII (when applicable), Members in good standing at the time of the meeting of the Members at which a vote is to be taken have the                                 following  voting rights at all meetings of the Members:

a)       Members have one vote each.

 

3.14           Voting Powers – Each Member votes on every issue. For further clarity, a sitting Director is entitled to vote on the issue of their re-election.

 

3.15           Record Date for Voting – The Board may set a date as the record date for the purpose of determining Members entitled to vote at any meeting of Members. The record date                     must not precede the date on which the meeting is to be held by more than ten (10) days. If no record date is set, the record date is 5:00pm on the day immediately                                 preceding  the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

 

3.16           Proxy Voting – Is not permitted

 

3.17           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 the vote to the Secretary prior to the vote being taken.

 

3.18           Voting by Mail or Electronic Means – A Member may vote by mail, or by telephonic or electronic means if:

a)       The Corporation has made available a procedure that permits voting by mail, telephonic, or electronic means;

b)       The votes may be verified as having been made by the Member entitled to vote; and

c)       The Corporation is not able to identify how each Member voted.

 

3.19           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.

 

3.20           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.

 

ARTICLE IV                          GOVERNANCE

Composition of the Board

4.1               Directors – The Board will consist of between five (5) and nine (9) Directors.

 

4.2               Composition of the Board – The Board will consist of the following:

a)       Chair

b)      Vice Chair

c)       Treasurer

d)      Secretary

e)      Between one (1) and Five (5) Directors-at-Large

 

4.3               Directors-at-Large - Elected Directors-at-Large may be selected, by the Board, to serve as Directors of various portfolios related to the operations of the organization.                               Directors-at-Large may have more than one portfolio and may be assigned and removed duties by Ordinary Resolution of the Board.

 

4.4               Number of Directors - At least sixty (60) days prior to a meeting of the Members at which Directors will be elected, the Board will determine the number of Directors-at-Large                    on the Board provided that:

a)       The number of Directors-at-Large is at least one (1) and no more than five (5); and

b)      The determination of the number of Directors-at-Large on the Board does not have the effect of shortening the term of a sitting Director.

 

Eligibility of Directors

4.5               Eligibility – To be eligible to serve as a Director, an individual must:

a)       Be eighteen (18) years of age or older;

b)      Not be a paid employee of the Corporation;

c)       Not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

d)       Have the power under law to contract;

e)       Have not been declared incapable by a court in Canada or in another country; and

f)        Not have the status of bankrupt.

g)       Not be an active Star skater

 

Election of Directors

4.6              Nominations Committee – The Board may appoint a Nominations Committee. If appointed, The Nominations Committee will be responsible to solicit and receive                                      nominations  for the election of the Directors.

 

4.7               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 (if appointed); and

c)       Be submitted to the Registered Office of the Corporation ten (10) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board.

 

4.8             Incumbents – Current Directors wishing to be re-elected are not subject to nomination but must notify the Board of their interest in re-election ten (10) days prior to the                             Annual Meeting.

 

4.9             Nominations from the Floor – An individual will be permitted to be nominated from the floor for elections as a Director at a meeting of the Members. Such nomination will                           require a nominator and seconder from the voting Members present and will also require the attendance at the meeting and verbal or written acceptance of the nomination                       by the individual.

 

4.10           Circulation of Nominations – Valid nominations will be circulated to Members at the Annual Meeting prior to the elections.

 

4.11         Election – At each meeting of the Members at which elections are held, elections will be held for any Director position for which the incumbent Director’s term is expiring                           and/or any Director position that is vacant.

 

4.12         Director-at-Large Elections – Elections for Director-at-Large positions will be decided by Ordinary Resolution of the Members in accordance with the following:

a)   Equal number of Nominations and Available Positions – Winners elected by Ordinary Resolution.

b)  More Nominations than Available Positions – The nominee(s) with the highest number of votes will fill the available positions until the all the available positions have been filled. In the case of a tie for the final available position, a second vote will be conducted between the tied nominees. If the second vote is also a tie, the Board will declare a winner by Ordinary Resolution.

 

4.13      Post-Election Eligibility – An elected Director who does not meet the eligibility requirements for election as Director will have fourteen (14) days to become eligible for the                         position or will be removed as a Director of the Corporation.

 

4.14      Terms – Directors will serve terms of two (2) years, with a maximum of three (3) consecutive terms in any one position, and will hold office until they or their successors have                   been duly elected in accordance with these By-laws, unless they resign, or are removed from or vacate their office.

 

4.15       Director Consent – An individual who is elected or appointed to be a Director must consent in writing to hold office as a Director before or within ten (10) days of their election                 or appointment. Any individual who does not provide consent within the time limit is not a Director and is deemed not to have been elected or appointed to hold office as a                        Director. The requirement to consent does not apply to a Director who is re-elected or reappointed when there has been no break in their term of office.

 

Resignation and Removal of Directors

4.16          Resignation – A Director may resign from the Board at any time by presenting their 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.

 

4.17           Vacate Office – The office of any Director will be vacated automatically if:

a)       The Director resigns;

b)      The Director is found to be incapable of managing property by a court or under Ontario law;

c)       The Director is found by a court to be incapable;

d)      The Director becomes bankrupt; or

e)      The Director dies.

 

4.18        Removal – An elected Director may be removed by Ordinary Resolution of the Members at a Special Meeting of the Members 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

4.19        Vacancy – When 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                  position for the remainder of the term. Alternatively, the Board may decide, by Ordinary Resolution, that one or more Directors will execute the duties of the vacant Director                      position for the remainder of the unexpired term.

Meetings of the Board

4.20        Call of Meeting – A meeting of the Board will be held at any time and place as determined by the Chair or by written requisition of at least three (3) Directors.

 

4.21        Chair – The Chair will be the Chair of all meetings of the Board unless another individual is designated to be the Chair by the Chair. In the absence of the Chair, or if the                          meeting of the Board was not called by the Chair, the Vice Chair (or designate) will be the Chair of the meeting. 

 

4.22       Notice – Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least five (5) days prior to the scheduled meeting. Notice served by                 mail will be sent at least ten (10) 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.

 

4.23        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).

 

4.24        Number of Meetings – The Board will hold at least four (4) meetings per year.

 

4.25         Quorum – At any meeting of the Board, quorum will be a majority of Directors.

 

4.26         Voting – Each Director is entitled to one vote. Voting will be by a show of hands, written, or orally unless at least one (1) Director present requests a secret ballot.                                     Resolutions  will be passed by Ordinary Resolution. In the case of a tie, the resolution is defeated.

 

4.27           No Alternate Directors – No person shall act for an absent Director at a meeting of the Board.

 

4.28           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.

 

4.29           Attendance at Meetings – Meetings of the Board will be closed to the public except by invitation of the Board.

 

4.30         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

4.31           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

 

4.32      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.

4.33     Empowered – The Board is empowered, including but not limited to:

a)       Make policies and procedures or manage the affairs of the Corporation for the purpose of furthering the objects and purposes 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;

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, determine membership fees, and determine other registration requirements;

f)       Enable the Corporation to receive donations, benefits, bequests, distribution of investment capital and income 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)      Invest funds for the purpose of furthering the objects and purposes of the Corporation;

i)        Manage the Corporation’s assets and resources expenditures for the purpose of furthering the objects and purposes of the Corporation;

j)        Borrow money upon the credit of the Corporation as it deems necessary in accordance with these By-laws; and

k)       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 positions will be the Chair, Vice Chair, Treasurer and Secretary.

 

5.2           Term – The term of the Officers will be two (2) years or until they or their successors are elected or appointed.

 

5.3          Election – The Officers of the Corporation will be elected by Members in accordance with Article IV.

 

5.4          Duties – The duties of Officers are as follows:

 

a)  The Chair 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 Chair will, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair, 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, file all financial and corporate returns required by the Act and any other provincial or federal legislation in accordance with applicable legislation, 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, and will perform such other duties as may from time to time be established by the Board.

 

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, or to another Officer or Director.

 

5.6       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 vote. If the Officer is removed by the Members, their position as a Director (if applicable)                 will automatically and simultaneously be terminated.

 

5.7     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.

 

5.8      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

Committees

6.1       Appointment of Standing and Ad-Hoc Committees – The Board may appoint such standing and ad-hoc committees as it deems necessary for managing the affairs of the                        Corporation. The Board may appoint members of these committees or provide for the election of members of these committees, may prescribe the duties and terms of reference             of these committees, and may delegate to any of these committees any of its powers, duties, and functions.

6.2      Composition – The Board may appoint and remove any member of a standing or ad-hoc committee at any time and for any reason.

6.3      Chair Ex-officio – The Chair will be an ex-officio and non-voting member of all standing and ad-hoc committees of the Corporation.

6.4      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 June 1^st to May 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 may 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. When the Corporation’s revenue for the                                previous fiscal year was less than $100,000, the Members may decline, by 80% resolution, to appoint an auditor.

 

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 ten (10) days before the Annual Meeting. The                      Financial Statements will include:

a)       The financial statements;

b)      The auditor’s report or review engagement (if any); and

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

i)        Account records adequate to enable the Directors to ascertain the financial position of the Corporation on a quarterly basis.

 

7.6      Minutes of meetings of the Board and Board Resolutions – Minutes of meetings of the Board and Board Resolutions are confidential and may only be open for inspection by                     Members in good standing by request to the Board.

 

7.7       Signing Authority – The signing authority of the Corporation shall be vested in the Officers of the Corporation and such other persons as the Board, by Ordinary Resolution,                     may authorize in specific instances. The signatures or electronic authorization of any two of the Officers shall be required on any financial instrument 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. Authorization of the acquisition, lease, sale, or otherwise dealing with real property                                  transactions  shall require the approval of a Special Resolution by the Members. Authorization of any financial transaction acquisition, lease, sale of property in an amount                        exceeding one hundred thousand dollars ($100,000) shall require the approval of an Ordinary Resolution by the Members.

 

7.9        Other Expenditures – Any single expenditure over twenty-five thousand dollars ($25,000) will be approved by Ordinary Resolution of the voting Members at a meeting of                           Members.

 

7.10       Borrowing – The Corporation may borrow funds under such terms and conditions as the Board may determine, as permitted by the Act and subject to authorization by an                         Ordinary Resolution of the Members if the amount of the financial transaction exceeds one hundred thousand dollars ($100,000).

 

7.11        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

7.12           No Remuneration – All Directors, Officers and members of committees will serve their term of office without remuneration (unless approved at a meeting of the 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

7.13           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)       Subject to Article XII (when applicable):

                                              i.    By Ordinary Resolution of the Board. The new, amended, or revised By-law is effective until the next meeting of the Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution. A new, amended, or revised By-law that is not ratified by the Members ceases to have effect and no new By-law of the same or like substance has any effect until ratified at a meeting of the Members; or

                                                    ii.    By a Member entitled to vote who may make a proposal to make, amend, or repeal a By-law in accordance with the Act which requires at least sixty (60) days’ notice. The new, amended, or repealed By-law will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution.

 

ARTICLE IX                          NOTICE

9.1               Written Notice – In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, electronic mail or courier to the address of record of the                              individual, Director, Officer, or Member, as applicable. It is the obligation of the Director, Officer or Member (as applicable) to provide a current address for notification under                    this provision to the Board.

 

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.

 

ARTICLE X                            DISSOLUTION

10.1           Dissolution – Upon dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed to charitable organizations which                         carry on their work solely in the province of Ontario and focus on youth sports or youth development.

 

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 them 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 their conduct was             lawful.

 

11.3           Insurance – The Corporation will maintain in force Directors and Officers liability insurance at all times through Skate Canada.

 

ARTICLE XII                         FUNDAMENTAL CHANGES

12.1           Fundamental Changes – Under the jurisdiction of the Ontario Not-for-Profit Corporations Act, a Special Resolution of all Members (whether voting or non-voting) is required                     to make the following fundamental changes to the By-laws or articles of the Corporation. Fundamental Changes are defined as follows:

a)         Change the Corporation’s name;

b)         Add, change or remove any restriction on the activities that the Corporation may carry on;

c)         Create a new category of Members;

d)         Change a condition required for being a Member;

e)         Change the designation of any category of Members or add, change or remove any rights and conditions of any such category;

f)          Divide any category of Members into two or more categories and fix the rights and conditions of each category;

g)         Add, change or remove a provision respecting the transfer of a membership;

h)         Increase or decrease the number of, or the minimum or maximum number of, Directors;

i)           Change the purposes of the Corporation;

j)           Change to whom the property remaining on liquidation after the discharge of any liabilities of the Corporation is to be distributed;

k)         Change the manner of giving notice to Members entitled to vote at a meeting of Members;

l)           Change the method of voting by Members not in attendance at a meeting of the Members; or

m)       Add, change or remove any other provision that is permitted by the Act.

 

ARTICLE XIII               ADOPTION OF THESE BY-LAWS

13.1         Ratification – These By-laws were ratified by the Members of the Corporation at a meeting of Members duly called and held on June 21, 2023.

13.2        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.