ARTICLE I: GENERAL
1.1 Purpose: These By-laws relate to the general conduct of the affairs of the Sault Ringette 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.
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 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 one category of membership as follows:
General Member - A minimum of ten (10) and a maximum of fifty (50) individuals who have interest or expertise in the sport of Ringette, who have applied to be General Members of the Corporation, who have been approved as General Members of the Corporation by the Board, and who have agreed to abide by the Corporation’s By-laws, policies, procedures, rules and regulations.
2.2 Admission of Members: Any candidate will be admitted as a Member or renewed as a Member if:
The candidate member makes an application for membership in a manner prescribed by the Corporation;
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;
The candidate member has paid dues as prescribed by the Board;
The candidate member agrees to uphold and comply with the Corporation’s governing documents;
The candidate member meets any other condition of membership determined by the Board;
The candidate member has met the applicable definition listed in Section 2.1; and
The candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.
Admission and Renewal of Members
2.3 Year: Unless otherwise determined by the Board, the membership year of the Corporation will be July 1st to June 30th.
2.4 Dues: Members' 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.
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:
The expiration of the Member’s annual membership, unless renewed in accordance with these By-laws;
The Member fails to maintain any of the qualifications or conditions of membership described in Section 2.1 of these By-laws;
Resignation by the Member by giving written notice to the Corporation;
Dissolution of the Corporation;
The Member’s death; or
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 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 or, upon fifteen (15) days' written notice to a Member the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws. The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than five (5) days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
2.12 Dues Payable: Any dues, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due.
2.13 Definition: A Member will be in good standing provided that the Member:
Has not ceased to be a Member;
Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
Has completed and remitted all documents as required by the Corporation;
Has complied with the By-laws, policies, and rules of the Corporation;
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
Has paid all required membership dues.
2.14 Cease to be in Good Standing: Members 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.
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 (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 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 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 at least ten (10) 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 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: Fifty percent (50%) of 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.
3.10 Agenda: The agenda for the Annual Meeting will at least include:
3.11 Scrutineers: At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring 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.
Voting at Meetings of Members
3.14 Voting Rights: General Members will have one (1) vote each at meetings of 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, 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:
3.16 Poxy Holder: A proxy holder will only hold a maximum of two (2) proxies.
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:
3.19 Record Date for Voting: The Board may set a date as the record date for the purposes 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 5:00 pm 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.
3.20 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.
3.21 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.
3.22 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.
Composition of the Board
4.1 Directors: The Board will consist of five (5) Directors.
4.2 Composition of the Board: The Board will consist of the following:
4.3 Past President: The immediate Past President of the Board may be invited to participate in an advisory role on the Board. The Past President is not a Director and may not vote at meetings of the Board.
Eligibility of Directors
4.4 Eligibility: To be eligible for election as a Director, an individual must:
Election of Directors
4.5 Nominations Committee: The Board will appoint a Nominations Committee. The Nominations Committee will be responsible to solicit and receive nominations for the election of the Directors.
4.6 Nomination: Any nomination of an individual for election as a Director will:
4.7 Nominations from the Floor: An individual may be nominated from the floor of the meeting of the Members in accordance with the Act.
4.8 Circulation of Nominations: Valid nominations will be circulated to Members at the Annual Meeting prior to the elections.
4.9 Election: Directors will be elected at each Annual Meeting as follows:
4.10 Elections: Elections will be decided by majority vote of the Members in accordance with the following:
4.11 Post-Election Eligibility: An elected Director who does not meet the eligibility requirements for election as Director will have sixty (60) days to become eligible for the position or will be removed as a Director of the Corporation.
4.12 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.
4.13 Directors Consent: An individual who is elected tor appointed to be a Director must consent in writing to hold office as 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
4.14 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.
4.15 Vacate Office: The office of any Director will be vacated automatically if:
4.16 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
4.17 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 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. If a Director is removed by the Members at a meeting of the Members, the Members may elect a Director to fill the unexpired term at the same meeting.
Meetings of the Board
4.18 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.
4.19 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.
4.20 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.
4.21 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).
4.22 Number of Meetings: The Board will hold at least ten (10) meetings per year.
4.23 Quorum: At any meeting of the Board, quorum will be a majority of Directors.
4.24 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 issue is defeated.
4.25 No Alternate Directors: No person shall act for an absent Director at a meeting of directors.
4.26 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.
4.27 Closed Meetings: Meetings of the Board will be closed to Members and the public except by invitation of the Board or to Members who submit a written request in advance of the meeting detailing the Member’s purpose of attending and the proposed agenda item for discussion.
4.28 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. Additionally, for an in-person meeting of the Board, a Director may, if all the Directors of the Corporation consent, participate in a meeting of the Directors by telephonic or electronic means provided that all participants are able to adequately communicate during the meeting.
Duties of Directors
4.29 Standard of Care: Every Director will:
Powers of the Board
4.30 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.
4.31 Empowered: The Board is empowered, including but not limited to:
5.1 Composition: The Officers will be comprised of the Directors and the Secretary.
5.2 Duties: The duties of the Officers are as follows:
5.3 Secretary: The Board will appoint a Secretary. The Secretary may be assigned and removed duties at the discretion of the Board. The Board may remove the Secretary at any time for any reason.
6.1 Appointment of Committees: The Board may appoint such committees (both Standing Committees and Ad-Hoc 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 Standing Committees: The Board will have the following Standing Committees:
7.1 Fiscal Year: Unless otherwise determined by the Board, the fiscal year of the Corporation will be May 1st to April 30th.
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 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 the amount prescribed in the Act, the Members may decline, by Extraordinary Resolution, to appoint an auditor. Alternatively, when the Corporation's revenue for the previous fiscal year was greater than the amount prescribed in the Act, the Members may, by Extraordinary Resolution, choose to conduct a review engagement in lieu of an audit.
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:
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:
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 the President, or if the President is not available the Vice-President, 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 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.
7.11 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.
Conflict of Interest
7.12 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.
8.1 Voting: These By-laws may only be amended, revised, repealed, or added to:
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.
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.
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.
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:
The individual acted honestly and in good faith with a view to the best interests of the Corporation; and
11.3 Insurance: The Corporation will, at all times, maintain in force such Directors and Officers liability insurance.
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:
ARTICLE XIII: ADOPTION OF THESE BY-LAWS
13.1 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 May 6, 2015.
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.