NOW THEREFORE BE IT ENACTED as a by-law of the Club as follows:
3.01 Qualifications. The members of the Club shall be those persons whom are from time approved for membership by the Board and recorded as members of the Club by the Club Registrar (who shall be appointed annually by the Board – he or she must be a member and may be, but need not to be, a member of the Board). Any natural person qualifies for membership provided he or she is not disqualified from memberships in the Club because of any by-law (including Rules of Structure of the Sprint Racing Discipline of Canoe Kayak Canada), rule, regulation or policy of Canoe Kayak Canada and its Sprint Racing Discipline or the Eastern Ontario Division of the Sprint Racing Discipline of Canoe Kayak Canada. Associate members may be natural persons or any corporation or unincorporated organization or entity.
3.02 Honorary Members. Honorary members shall be those individuals who have been accorded an honorary membership in the Club by the Board. Honorary members shall not be subject to membership fees and shall remain Honorary member until their membership is terminated as provided in the by-laws or is terminated by the Board.
3.03 Life Members. Life members shall be those individuals who have been accorded a life membership in the Club the Board. Life members shall not be subject to membership fees and shall remain life members for life unless their membership is either terminated as provided in the by-laws or by the Board.
3.04 Members. Members shall be
3.05 Family Membership. A family membership may be offered by the Board to members of the Club but the entitlement to and categories of membership in the Club shall conform to the provisions of paragraphs 3.04 above, and if the Board deems it appropriate paragraph 3.07 below.
3.06 Associate Membership. The Board may offer Associate membership to any person, corporation or unincorporated organization or entity it deems appropriate.
3.07 Membership Entitlement. The use of the Club, its facilities and equipment to which any membership category is entitled shall be as determined by the Board from time to time.
3.08 Membership Year. Unless resolved otherwise by the Board, a member’s entitlement, whatever it may be as determined by the Board, to use the Club, its facilities, and equipment runs from May 1st of one year to April 30th of the next.
3.09 Resignation. Any member of the Club may resign as a member of the Club by letter delivered to the Secretary of the Club. The Board, by resolution passed by a majority vote, may request any member to resign.
3.10 Termination. Any member of the Club may have their membership terminated by resolution of the Board, by a majority vote.
4. RIGHT TO VOTE
4.01 Only members and Life Members in good standing shall be entitled to vote at meetings of the Club, as well as any member of the Club in good standing who is not a member, but who in the year in question is to the date of the meeting in question, a member of the Board of Directors.
5. GOOD STANDING
5.01 To be in good standing a member must pay all fees, dues and assessments, or any other sums owed to the Club, when due and is not in good standing so long as any such sums are past due and remain unpaid in whole or in part. A member is also not in good standing when the member is subject to suspension of membership from the Club.
6. MEETINGS OF MEMBERS
6.01 Annual meetings. The Club shall hold an annual meeting of its members in October or November each year on a date and at a time to be determined by the Board of Directors. The annual meeting of the members shall be held at a site chosen by the Board members, within the Ottawa region, as the Board may by resolution determine. At annual meetings, in addition to any other business that may be transacted, there shall be presented a report of the Commodore on the affairs of the Club for the previous year, a financial statement of the Club, the auditors report and such other information or reports relating to the Club’s affairs as the directors may determine. Officers and a Board of Directors shall be elected, as provided in the by-laws, and auditors shall be appointed for the ensuing year and the remuneration of the auditors shall be fixed unless authorized by the members to be fixed by the Board.
6.02 Special Meetings. Other meetings of the members (to be known as “special meetings”) may be convened by order of the Commodore or by the Board, to be held at any date and time and at any place within Ottawa. In addition, the Commodore shall call a special meeting of the members upon receipt of written requisition to do so of not less than 10 members entitled to vote at such meeting.
- From time to time special meetings may be required via email; the voting policy by email is part of the email document/policies to be attached to the bylaws
6.03 Notice. An electronic notice shall be sent to members and posted on the club website stating the day, time, and place of a meeting of the members, and the general nature of the business to be transacted shall be included within the notice, and served not less than fourteen nor more than sixty days before the date of every meeting directed to such address of each such member and of the auditor as appears on the books of the Club, or if no address is given therein, then to the last address of each member or the auditor known to the Secretary; provided always that a meeting of members may be held for any purpose at any date and time and any place within Ottawa without notice if all voting members are present in person at the meeting or if all absent voting members shall have signified assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or by the auditor of the Club.
6.04 Omission of notice. The accidental omission to give notice to any meeting or the non receipt of any notice by any member of the Club shall not invalidate any resolution passed or any proceedings taken at any meeting of members.
6.05 Proxies. At any meeting of members, a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing such proxy, the same voting rights that the member appointing him or her would be entitled to exercise if present at the meeting. A proxy must be a member of the Club and no person may carry more than two proxies.
6.06 Chair. In the absence of the Commodore and Vice Commodore of the Club, the members present at any meeting of the members shall choose another director to act as a Chair of the meeting and if no director is present or if all the directors present decline to act as Chair, the members present shall choose one of their number to be Chair of the meeting.
6.08 Polls. If at any meeting a poll is demanded on the election of a Chair or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question it shall be taken in such manner and either at once or later at the meeting or after adjournment as the Chair directs. The result of a poll shall be deemed to be the resolution of the meeting at which poll was demanded. A demand for a poll may be withdrawn.
6.09 Adjournment. The Chair may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members. 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. Such adjournment may be notwithstanding that no quorum is present.
6.10 Quorum. A quorum for the transaction of business at any meeting of members shall consist of not less than 20 voting members present in person or represented by proxy; provided that in no case can any meeting be held unless there are 15 voting members present in person.
6.11 Business that can be transacted. The members may consider and transact any business without any notice thereof, unless otherwise provided by the by-laws, at any meeting of the members.
7.01 Board of Directors. The affairs of the Club shall be managed by a board of directors (herein after called the “Board”) consisting of a maximum of 11 directors, who may exercise all such powers and do all such acts and things as may be exercised or done by the Club and are not by the by-laws or any resolution of the Club or by statute expressly directed or required to be done by the Club at a meeting of members.
7.02 Qualifications of directors. Directors shall be individuals, eighteen or more years of age and shall, at the time of their election and throughout the term of their office, be members of the Club.
7.03 Election of directors and term of office.
(a) The directors’ term of office (subject to the provisions, if any, of the letters patent or any supplementary letters patent issued to the Club) shall be from the date of the meeting at which they are elected or appointed until the annual meeting next following or until their successors shall have been duly elected or appointed whichever comes first. In the case of an ex officio director, he or she shall, subject to the provisions of the by laws, remain in office so long as he or she holds the office by virtue of which he or she sits on the Board.
(b) Directors, save any ex officio director, shall be elected by the members in a general meeting on a show of hands unless a poll is demanded and if a poll is demanded such election shall be by ballot. Subject to the provisions of the by-laws, directors shall be eligible for re-election.
(c) From time to time in the event of any vacancy however caused occurring in the Board (except through an increase in the number of directors), such vacancy may, as long as there is a quorum of directors then in office, be filled by the directors from among the members of the Club if they shall see fit to do so; otherwise, such vacancy shall be filled at the next meeting of members and any director appointed or elected to fill any such vacancy shall hold office for the unexpired term of the director who ceased to be a director and who caused such vacancy.
(d) The immediate Past Commodore of the Club shall be virtue of his or her office as such be an ex officio voting member of the Board, subject to the by-laws.
7.04 Vacation of office. A person ceases to be a director of the Club:
(a) if he or she becomes bankrupt;
(b) if he or she is found by a court to be mentally incompetent or unsound of mind;
(c) if by notice in writing to the Secretary of the Club he or she resigns his or her office; or
(d) if he or she ceases to be a member of the Club.
(e) If he or she fails to show up to three consecutive board meetings (unless extenuating circumstances apply.
7.05 Removal of directors. The members of the Club may, by resolution passed by at least two-thirds of the votes cast at a special meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office and may, by majority of the votes cast at such meeting, elect any member in his or her stead for the remainder of his or her term.
7.06 Remuneration of directors. The directors of the Club shall serve without remuneration and shall not directly or indirectly receive any profit from his or her position as such; provided that a director may be paid reasonable expenses incurred by him or her in the performance of this duties.
8.01 Place of meeting and notice.
(a) Meetings of the Board may be held either at the Club or any place within Canada. A meeting of the Board may be convened by the Commodore or any two directors at any time and the Secretary by direction of the Commodore or any two directors shall convene a meeting of directors.
(b) Notice of any meeting of the Board shall be delivered, telephoned, faxed, emailed or otherwise communicated to each director not less than seven days if mailed and not less than two days if delivered, faxed, emailed, or otherwise communicated (exclusive of the day on which the notice is delivered or mailed or sent by telecopier or otherwise communicated but inclusive of the day for which notice is given) before the meeting is to take place; provided always that meetings of the Board may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their assent in writing to such meeting being held in their absence. The Board may appoint a day or days in any month or months for regular meetings at a designated hour and at a designated place and of such regular meetings no notice need be sent. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any director.
(c) For the first meeting of the Board to be held immediately following the election of directors at an annual or special meeting of the members or for a meeting of the Board at which a director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the director or directors so elected or appointed in order for the meeting to be duly constituted, provided that a quorum of the directors is present.
8.02 Chair. The Commodore, and in his or her absence, the Vice-Commodore shall, when present, preside at all meetings of the Board and of the members. In the absence of both the Commodore and Vice-Commodore at a meeting of the Board, the directors present shall choose one of their number to be Chair of the meeting.
8.03 Quorum. A quorum at any meeting of the Board shall be the presence in person of five of the directors.
(a) Questions arising at any meeting of the Board shall be decided by a majority of votes. In the case of an equality of votes, the Chair of the meeting shall not have a second or casting vote.
(b) All votes at meetings of the directors shall be taken by ballot if so determined by any director present, but no demand is made, the vote shall be taken in the usual way by a call of those for, those against, and those abstaining. A declaration by the Chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
8.05 Assistants to the Board. The Board may from time to time name persons who may assist the Board in the carrying out its duties and although not being members of the Board and not having he right to vote at Board meetings shall be entitled to attend and participate at Board meetings.
8.06 Business that can be transacted. The directors may consider or transact any business at any meeting of the Board.
9.01 Officers. The Officers of the Club shall be the Commodore, Vice-Commodore, Secretary, Treasurer, and Immediate Past Commodore (provided he or she is otherwise a member of the Club) who shall be members of the Board and shall be elected (save for the Immediate Past Commodore who is an ex officio voting member of the Board) at the annual meeting. At the annual meeting the officers shall be elected (save for the Immediate Past Commodore who is an ex officio voting member of the Board) in the sequence provided in the immediately preceding sentence, and once those elections are completed the balance of the Board shall be elected (8 in number if all elected board seats are filled). The Board may appoint such other officers and agents, who need not be members of the Board, as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board. The Board shall appoint a Club Registrar who shall keep and be responsible for the Club Membership roster and shall perform such other duties as the Board may prescribe.
9.02 Removal of Officers. All officers shall be subject to removal by resolution of the Board at any time with or without cause.
9.03 Delegation of duties of officers. In the case of absence or inability to act of the Commodore and Vice-Commodore or any other officer of the Club or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.
9.04 Commodore. The Commodore shall preside as Chair for the Annual General Meeting, Special Meetings and all meetings of the Board of Directors. The Commodore shall be an ex-officio voting member of all Committees and shall have general supervision over all matters affecting the interest of the Club. He or she may be referred to for any corporate, banking, or other purposes as the President of the Club. Once the term of office as Commodore ceases, this person will remain on the board as “ Immediate Past Commodore”.
9.05 Vice-Commodore. The Vice-Commodore shall assist the Commodore, perform the duties of Commodore in his or her absence, and perform such other duties as may be directed by the Board of Directors. He or she may be referred to for any corporate, banking, or other purposes as the Vice-President of the Club.
9.06 Secretary. The Secretary shall keep an accurate record of the proceedings of all meetings of the Club and the Board of Directors, notify members, and when required directors, of meetings, keep records of all correspondence, maintain membership records, and perform such other duties as may be directed by the Board of Directors.
9.07 Treasurer. The Treasurer shall have the care and custody of all funds, securities and books of account of the Club. He she shall deposit all funds in a bank account to be approved by the Board of Directors and countersign the withdrawal of all funds. He or she shall prepare financial statements and forecasts as may be requested by the Board of Directors, and perform such other duties as may be directed by the Board of Directors.
9.08 Immediate Past Commodore. The Immediate Past Commodore shall perform such duties as may from time to time be determined by the Board of Directors.
9.09 Vacancies. If the office of the Commodore, Vice-Commodore, Secretary or Treasurer, shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors may elect or appoint an officer to fill such vacancy.
9.10 Commodore limited to three consecutive terms in office. The position of Commodore shall be limited to a maximum of three (3) consecutive one year terms of office. This term may be extended based on a motion from the floor of the AGM.
10.01 Eligibility. Only qualified members shall be eligible for election to the Board of Directors.
10.02 Nominating Committee. A Nominating Committee consisting of 3 Senior Members shall be appointed by the Board of Directors in November of each year.
10.03 Task. The Nominating Committee shall prepare a number of interested candidates for the Board of Directors made up of nominees for the positions of Commodore, Vice Commodore, Secretary, Treasurer and other persons to fill the balance of the elected Board seats.
10.04 Slate. The slate of nominations shall be included with the notice of meeting for the Annual General Meeting. No mover and seconder is required for the Nominating Committee’s slate of nominees.
10.05 Additional Nominations. Additional nominations may be made from the floor at the Annual General Meeting provided there is a mover and seconder and the candidate is present to accept the nomination.
10.06 Scrutineers. Where the ballot is required, the Chair shall appoint two (2) scrutineers.
11.01 Committees. The Board may from time to time constitute such committees as it deems necessary to assist the directors in carrying on the affairs of the Club and shall prescribe the duties of any such committees. There shall be at least four (4) standing committees, including:
11.02 Terms of the Committee. Members of the Committees shall be appointed by the Board of Directors to serve for one year or until successors are appointed. The Board may remove any member of any member of any Committee at its pleasure.
11.03 Special Committees. Special Committees to carry out short term projects or assignments may be appointed by the Board of Directors. On completion of the project or assignment, the Committee shall be dissolved.
11.04 Absence from Committee Meetings. Absence of a Committee member from two (2) successive regular meetings for which there is no sufficient reason shall, after due notification, be considered as equivalent to resignation, and the Board of Directors shall be at liberty to appoint a suitable member to fill the vacancy.
11.05 Board Approval. Each Committee shall draft its Terms of Reference which shall be submitted to the Board of Directors for approval. A report of each Committee’s activities shall be presented to each regular meeting of the Board of Directors.
11.06 Quorum. One half of the members of a Committee shall constitute a quorum.
12. INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS
Every director or officer of the Club or any other person who has undertaken or is about to undertake any liability on behalf of the Club and his or her heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Club, from and against,
(a) all costs, charges and expenses whatsoever which such director, officer, or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his or her office; and
(b) all other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.
13. FOR THE PROTECTION OF DIRECTORS AND OFFICERS
13.01 Limit of Director’s Liability. No director of officer for the time being of the Club shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for any loss, damage or expense happening to the Club through the insufficiency or deficiency of title to any property acquired by order of the Board or for on behalf of the Club or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Club shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or company with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such director’s or officer’s respective office or trust in relation thereto unless the same shall happen by or through the director’s or officer’s own wrongful and willful act or through his or her own wrongful and willful neglect or default.
13.02 Contracts to be Approved by the Board and Remuneration for Contracted Services.
The directors for the time being of the Club shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Club, except such as shall have been submitted to and authorized or approved by the Board. If any director or officer of the Club shall be employed by or shall perform services for the Club otherwise than as a director or officer or shall be a member of a firm or a shareholder, directory or officer of a company which is employed by or performs services for the Club, the fact of his or her being a director or officer of the Club shall not disentitle such director or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.
14.01 Set by the Board. The fees shall be set by the Board of Directors annually for each category of membership.
14.02 Due Date and Suspension and Automatic Termination of Membership.
14.03 The Board shall set a due date annually for the payment of memberships. Club privileges will be suspended for those persons who have not paid their current membership dues by that date and their names posted on the Club notice board. If still unpaid, in whole or in part, 30 days after the due date, a member’s membership shall be thereupon automatically terminated, unless resolved otherwise by the Board.
15. FISCAL YEAR
15.01 Period. The fiscal year of the club shall commence January 1 and end on December 31 of each year.
16.01 Process. Any complaint concerning the management of the affairs of the Club, or relating to the conduct of members , shall be made in writing to the Secretary or to the Commodore and shall be presented to the immediately following meeting of the Board of Directors.
17.01 Personal Responsibility. Any person who willfully, or by negligence, damages any property of the Club, or any property entrusted to the Club, shall immediately have the same repaired or made good as his or her expense. The question of damages being or not being accidental (as opposed to willful or the result of negligence) shall be decided by the Board of Directors from such evidence as they may be reasonably able to obtain. Any member who may be found responsible for damages by the Board shall be given notice of the Board meeting at which the matter is to be considered and shall be entitled to present his or her explanation of the matter and any evidence he or she may have that bears on the determination of the matter.
17.02 Failure to make good. Should any member fail to make good the damages done by him or her as provided in this paragraph 17 of the By-laws, the Board may have the damage repaired or made good and charge the cost of such to the member. Such costs charged to the member shall be paid within 30 days of the date of invoicing of the member.
17.03 Consequences. Failure to pay such invoiced costs within the time due may be cause for suspension or expulsion as provided in paragraph 19 below.
18.01 Rules or Code of Conduct. The Board shall from time to time establish regulations and rules of conduct to ensure the safety of the members and guests and the proper use and protection of Club facilities and equipment as well as appropriate behavior in and about the Club and at events the Club may attend.
18.02 Enforcement. The Board of Directors shall designate appropriate Club officers, employees, or other persons to enforce these regulations and rules of conduct.
18.03 Disciplinary Action. If regulations and/or rules of conduct are persistently or flagrantly broken, the appropriate Club officer,employee, or other person shall provide a report to the Board of Directors with such recommendation regarding disciplinary action to be taken against the individual concerned as appears appropriate. The Board may then discipline the individual in such manner as in its opinion is appropriate after having given the member notice of the meeting at which the matter is to be considered and a hearing at that meeting. The Board may delegate this disciplining function to a Discipline Committee which it may in its discretion appoint.
19. SUSPENSION OR EXPULSION
19.01 Suspension. Any member of the Club may have membership privileges suspended upon a two-thirds vote of the Board of Directors. The right to suspend may be delegated to the Discipline Committee.
19.02 Expulsion. Any member of the Club may be expelled from Club membership upon a two-thirds vote of the full Board of Directors. Only the Board can expel a member.
19.03 Notice. Two weeks notice of consideration of suspension or expulsion by the Board shall be sent to the member in question by the Secretary by registered mail, unless the circumstances require earlier or immediate action in which case notice must nevertheless be provided to the member. In the case of expulsion, the Board may temporarily suspend the member’s privileges without notice for the period between the sending of the notice and the Board meeting in respect of which the notice was given and in this case the member shall be advised of such in the notice.
19.04 Hearing. The member whose suspension or expulsion is under consideration shall have the right to be heard by the Board upon consideration of the matter.
19.05 Discipline Committee. A Discipline Committee shall conduct itself in all matters as the Board is required to do so if the Board were considering the matter.
20. CHEQUES, DRAFTS, NOTES, ETC.
20.01 How to be Signed. All cheques, drafts, or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Club, and in such a manner as the Board may from time to time designate by resolution.
21. EXECUTION OF CONTRACTS.
21.01 Signing Authority. Contracts, documents or instruments in writing requiring the signature of the Club may be signed by the Commodore or Vice Commodore, together with one other officer or other director, and all contracts, documents or instruments in writing so signed shall be binding upon the Club without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Club either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
21.02 Affixing Seal. The Corporate Seal of the Club may when required be affixed to contracts, documents or instruments in writing signed as aforesaid , by any officer or officers, person or persons, authorized to do so by these By-laws or appointed as aforesaid by resolution of the Board.
22.01 Service. Any notice to be given to any member or directors shall be served either personally or by sending it through the mail in a prepaid envelope or wrapper addressed to such member or director at his or her address as the same appears in the books of the Club or, if no such address be given therein, then to the last address of such member or director known to the Secretary of the Club. With respect to every notice sent by mail it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a Post Office or into a Post Office letter box.
23.01 Directors may borrow. The Directors may from time to time
(a) borrow money on the credit of the Club; or
(b) issue, sell or pledge securities of the Club; or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Club, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Club.
From time to time the directors may authorize any director, officer or employee of the Club or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Club as the directors may authorize, and generally to manage, transact, and settle the borrowing of money by the Club.
24. ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS
24.01 To be enacted by the Board and sanctioned by members. By-laws of the Club may be enacted, repealed, or amended, by by-law enacted by a majority of the Board at a meeting of the Board and sanctioned by an affirmative vote of a two-thirds majority of votes cast at an annual meeting, or at a special meeting of members duly called for the purpose of considering the by-law.
Passed by the Board of Directors and sealed with the corporate seal this 6th day of April, 2011.