ARTICLE I GENERAL
1.1 Purpose - These By-laws relate to the general conduct of the affairs of Forest City Water Polo.
1.2 Definitions - The following terms have these meanings in these By-laws:
1.3 Registered Office - The registered office of the Corporation will be located within the Province of Ontario.
1.4 Corporate Seal - The Corporation may have a corporate seal, which may be adopted and may be changed by Ordinary Resolution of the Board.
1.5 No Gain for Members - The Corporation will be carried on without the purpose of gain for its Members and any profits or other accretions to the Corporation will be used in promoting its objects.
1.6 Ruling on By-laws - Except as provided in the Act, the Board will have the authority to interpret any provision of these By-laws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Corporation.
1.7 Conduct of Meetings - Unless otherwise specified in these By-laws, meetings of Members and meetings of the Board will be conducted according to Robert’s Rules of Order (current edition).
1.8 Interpretation - Words importing the singular will include the plural and vice versa, words importing the masculine will include the feminine and vice versa, and words importing persons will include bodies corporate. Words importing an organization name, title, or program will include any successor organizational name, title, or program.
ARTICLE II MEMBERSHIP
Admission and Renewal of Members
2.1 Admission of Members - Any candidate will be admitted as a Member or renewed as a Member if:
a) The candidate member makes an application for membership in a manner prescribed by the Corporation;
b) The candidate member was at any time previously a Member, the candidate member was a Member in Good Standing at the time of ceasing to be a Member;
c) The candidate member has paid dues and fees as prescribed by the Board;
d) The candidate member agrees to uphold and comply with the Corporation’s governing documents;
e) The candidate member meets any other condition of membership determined by the Board;
f) The candidate member has met the applicable definition listed in Section 1.2(f) above; and
g) The candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.
Membership Dues and Duration
2.2 Year - Unless otherwise determined by the Board, the membership year of the Corporation will be September 1st to August 31st.
2.3 Dues - Membership dues will be determined annually by the Board.
2.4 Duration - Membership duration is accorded on an annual basis and Members will re-apply for membership annually.
2.5 Deadline -Payment is due upon registration. Until payment is confirmed, registration is not completed and the athlete may not be allowed to participate in club activities due to liability reasons.
Transfer, Suspension, and Termination of Membership
2.6 Transfer - Membership in the Corporation is non-transferable.
2.7 Suspension - A Member may be suspended, pending the outcome of a discipline hearing in accordance with Ontario Water Polo 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.
2.8 Termination - Membership in the Corporation will terminate immediately upon:
2.9 Discipline - In addition to expulsion for failure to pay membership dues, a Member may be disciplined in accordance with Ontario Water Polo policies and procedures relating to the discipline of Members.
2.10 Dues Payable - Any dues, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due.
Good Standing
2.11 Definition - A Member will be in Good Standing provided that the Member:
2.12 Cease to be in Good Standing - Members that cease to be in good standing, as determined by the Board will not be entitled to vote at meetings of the Members or be entitled to the benefits and privileges of membership as determined by the Board 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 seven (7) days before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report.
3.2 Special Meeting - A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board.
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 Directors or Members, as the case may be, may determine that the meeting be held entirely by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting.
3.4 Notice - Written or electronic notice of the date of the Annual Meeting of the Members will be given to all Members in good standing, Directors, and the Accountant at least seven (7) days and not more than fifty (50) days prior to the date of the meeting. Notice will contain a reminder of the right to vote by proxy, 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 - A majority of Members that are present or present 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 may include:
a) Call to order:
b) Establishment of quorum;
c) Approval of the agenda;
d) Approval of minutes of the previous Annual Meeting;
e) Presentation and approval of reports;
f) Report of Accountants;
g) Appointment of Accountants;
h) Business as specified in the meeting notice;
i) Election of new Directors; and
j) Adjournment.
3.11 Scrutineers - At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted.
3.12 Adjournments - With the majority consent of the Members present and quorum is ascertained, the Members may adjourn a meeting of Members and no notice is required for continuation of the meeting, if the meeting is held within thirty (30) days. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
3.13 Attendance - The only persons entitled to attend a meeting of the Members are the Members, the Directors, the Accountants of the Corporation (or the person who has been appointed to conduct a review engagement, if any), individuals possessing a proxy on behalf of a Member, 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 - Members in Good Standing will be entitled to one (1) vote at a meeting of Members.
3.15 Eligibility of Votes - The Board will determine the list of Members who are eligible to vote at an upcoming meeting of the Members. The Board will make this determination no more than thirty (30) days prior to the meeting.
3.16 Proxy Voting - Every Member entitled to vote at a meeting of Members may, by means of a proxy, appoint a proxy holder, or one or more alternate proxy holders, to attend and vote on behalf of the Member. The proxy holder need not be a Member. A proxy must:
3.17 Determination of Votes - Votes will be determined by a show of hands or orally, except in the case of elections where multiple nominations exist for board or officer positions, which require a secret ballot, unless a secret or recorded ballot is requested by a Member.
3.18 Majority of Votes - Except as otherwise provided in these By-laws, an Ordinary Resolution will decide each issue. In the case of a tie, the issue is defeated.
3.19 Written Resolution - A resolution signed by all the Members entitled to vote on that resolution at a meeting of the Members is as valid as if it had been passed at a meeting of the Members.
3.20 Voting by teleconference or electronic means - Votes must be verified as having been made by the Member entitled to vote.
ARTICLE IV GOVERNANCE
Composition of the Board
4.1 Directors - The Board will consist of a minimum of three (3) Directors.
Eligibility of Directors
4.2 Eligibility - To be eligible for election as a Director, an individual must:
Election of Directors
4.3 The Board will be responsible to solicit and receive nominations for the election of Directors.
4.4 Nomination - Any nomination of an individual for election as a Director will:
4.5 Nominations from the Floor - An individual may be nominated from the floor of the meeting of the Members in accordance with the Act and will also require a mover, a seconder and written consent from the nominee.
4.6 Circulation of Nominations - Valid nominations will be circulated to Members at the Annual Meeting prior to the elections.
4.7 Election - Directors will be elected at each Annual Meeting as follows:
a) a minimum of three (3) Directors will be elected at the Annual Meeting.
4.8 Elections - Elections for each Director position will be decided in accordance with three (3) valid nominations - winner(s) declared by Ordinary Resolution.
4.9 Assuming Office and Terms - Newly elected Directors will assume their office effective immediately upon being elected at the Annual Meeting, for a term of approximately (1) year or until August 31st of each year and they or 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
4.10 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.
4.11 Vacate Office - The office of any Director will be vacated automatically if:
4.12 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
4.13 Vacancy - Where the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the vacancy for a term expiring not later than the close of the next Annual Meeting.
Meetings of the Board
4.14 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.
4.15 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.
4.16 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.
4.17 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).
4.18 Number of Meetings - The Board will hold at least two (2) meetings per year.
4.19 Quorum - At any meeting of the Board, quorum will be a majority of Directors.
4.20 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.
4.21 No Alternate Directors - No person shall act for an absent Director at a meeting of Directors.
4.22 Written Resolutions - A resolution in writing signed by all of the Directors is as valid as if it had been passed at a meeting of the Board.
4.23 Closed Meetings - Meetings of the Board will be closed to Members and the public except by invitation of the Board.
4.24 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
4.25 Standard of Care - Every Director will:
Powers of the Board
4.26 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.
4.27 Empowered - The Board is empowered, including but not limited to:
ARTICLE V OFFICERS
5.1 Composition - The Officers will be comprised of the President, Vice-President, Secretary-Treasurer and Registrar.
5.2 Term - The term of the Officers will be approximately one (1) year upon being appointed, or until August 31st of each year, or until they or their successors are elected or appointed.
5.3 Election - The Officers of the Corporation will be appointed by the Board of Directors. At the first meeting of the Board of Directors held following the election of new Directors, the Directors will appoint a President, Vice-President, Secretary-Treasurer and Registrar. They shall take office immediately.
5.4 Voting - Directors may nominate themselves for any Officer position. Appointments will begin with the appointment for President. Appointments will be decided by majority vote of the Directors.
5.5 Duties - The duties of Officers are as follows:
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, his or her position as a Director will automatically and simultaneously be terminated.
5.7 Vacancy - Where the position of an Officer, excluding the President, becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office. If the President position becomes vacant, the Vice-President shall become President and the Board may appoint a replacement for the position of Vice-President from among the Directors.
5.8 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 Committees - The Board may appoint such committees as it deems necessary for managing the affairs of the Corporation and may appoint members of committees or provide for the election of members of committees, may prescribe the duties and terms of reference of committees, and may delegate to any Committee any of its powers, duties, and functions.
6.2 Vacancy - When a vacancy occurs on any Committee, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Committee’s term.
6.3 Removal - The Board may remove any member of any Committee.
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 End - Unless otherwise determined by the Board, the fiscal year end of the Corporation will be August 31st.
7.2 Bank - The banking business of the Corporation will be conducted at such financial institution as the Board may determine.
7.3 Accountants - At each Annual Meeting the Members will appoint an Accountant to conduct a review engagement of the books, accounts and records of the Corporation in accordance with the Act. The Accountant will hold office until the next Annual Meeting. The Accountant will not be an employee, Officer, or Director of the Corporation and must be permitted to conduct a review engagement of the Corporation under the Public Accounting Act, 2004, as amended.
7.4 Annual Financial Statements - The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Corporation of the last fiscal year of the Corporation but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting. A copy of the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than seven (7) 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 other individual(s), as designated by the Board. In addition, the Board may direct a manner in which the person or persons by whom any particular instrument or class of instruments may or will be signed.
7.7 Property - The Corporation may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.
7.8 Borrowing - The Board may from time to time:
7.9 Borrowing Restriction - The Members may, by Special Resolution, restrict the borrowing powers of the Board but a restriction so imposed expires at the next Annual Meeting.
Remuneration
7.10 No Remuneration - All Directors, Officers and members of Committees will serve their term of office without remuneration (unless approved by at a meeting of Members) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a Committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a Committee will disclose the conflict/potential conflict in accordance with these By-laws.
Conflict of Interest
7.11 Conflict of Interest - A Director, Officer or member of a Committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Corporation will disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be, will refrain from voting or speaking in debate on such contract or transaction, will refrain from influencing the decision on such contract or transaction, and will otherwise comply with the requirements of the Act regarding conflict of interest.
ARTICLE VIII AMENDMENT OF BY-LAWS
8.1 Voting - These By-laws may only be amended, revised, repealed or added to by a two-thirds affirmative vote of the voting Members present at a meeting duly called to amend, revise or repeal these Bylaws. Upon affirmative vote, any amendments, revisions, additions or deletions will be effective immediately.
8.2 Effective Date - By-laws amendments are effective from the date of the resolution of the Directors unless rejected or amended by the voting Members at a meeting of the Members.
ARTICLE IX NOTICE
9.1 Written Notice - In these By-laws, written notice will mean notice which is hand- delivered or provided by mail, fax, electronic mail or courier to the address of record of the individual, Director, Officer, or Member, as applicable.
9.2 Date of Notice - Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post- marked.
9.3 Error in Notice - The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the Meeting.
ARTICLE X DISSOLUTION
10.1 Dissolution - The Corporation may be dissolved in accordance with the Act.
ARTICLE XI INDEMNIFICATION
11.1 Will Indemnify - The Corporation will indemnify and hold harmless out of the funds of the Corporation each Director and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Corporation’s request in a similar capacity.
11.2 Will Not Indemnify - The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon him or her under the Act. For further clarity, the Corporation will not indemnify an individual unless:
11.3 Insurance - The Corporation will, at all times, maintain in force such Directors and Officers liability insurance.
ARTICLE XII ADOPTION OF THESE BY-LAWS
12.1 Ratification - These By-laws were ratified by a Special Resolution vote of the Members of the Corporation at a meeting of Members duly called and held on the 21st day of July 2021
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.
ENACTED this 21st day of July 2021.
| Allyson Watson | Andrea Barton | |
| PRESIDENT | SECRETARY |