A By-Law relating generally to the affairs of the ONTARIO BASKETBALL ASSOCIATION
Enacted as of October 27, 2001.
Amended as of November 9, 2019.
Reviewed by Board of Directors as of October 15, 2019.
Article 1.00: Name and Governing Legislation
1 Name and Legislation – The Ontario Basketball Association (the “Corporation”) is governed by the provisions of the Corporations Act, R.S.O. 1990 c. C.38 and any act that may be substituted therefor (including the Not-for-Profit Corporations Act (Ontario)), as from time to time amended (“Act”).
Article 2.00: Head / Registered Office
2 Location of Head / Registered Office – The head office of the Corporation shall be in the Town of Whitby, in the Province of Ontario, and at such place therein as the directors may from time to time determine.
2.1 Other Offices – The Corporation may establish such other offices and agencies at other locations as it deems expedient.
Article 3.00: Membership
3 Membership Categories and Qualifications – The Corporation shall have the following classes of members (“Members”) namely:
3.01 Active Members – Coaches, officials, athletes, administrators and boosters who:
3.01.1 are over 18 years of age; and
3.01.2 have demonstrated an interest in the development and promotion of amateur basketball in Ontario;
3.02 Participant Members – Team players, or athletes registered or participating in activities sanctioned by the Corporation;
3.03 Affiliate Members – Includes without limitation and as may be established by the Board from time to time, teams, clubs, associations, leagues, advisory groups, consultative or educational organizations concerned or involved with the delivery of basketball programs in Ontario, Canada whose main objective is not commercial gain;
3.04 Corporate Members – Includes without limitation and as may be established by the Board from time to time, corporations, organizations, associations or other entities approved by the board of directors involved in the delivery of basketball programs and services in Ontario, Canada whose main objective is commercial gain; and
3.05 Honorary Members – Those individuals or entities who or which have made an outstanding contribution to basketball in Ontario.
3.1 Admission of Members – No person shall be admitted as a Member of any class of Members, except Honorary Members, until such person:
3.1.1 Has made application and paid applicable fees to the Corporation as prescribed by the board of directors; and
3.1.2 Has been approved and admitted to membership by a resolution of the board of directors.
3.2 Admission of Honorary Members – No person shall become an Honorary Member unless:
3.2.1 Such person has been nominated to be an Honorary Member as the result of a resolution passed by the board of directors. The board of directors will consider proposals regarding Honorary Members submitted by any Member, such consideration to occur at the next regular meeting of the board of directors;
3.2.2 The board of directors by resolution approves the nominated person as an Honorary Member for a fixed term established in the resolution;
3.2.3 A written invitation to become an Honorary Member, with reference to the term of the Honorary Membership, has been delivered by the Corporation to the nominated person; and
3.2.4 The Corporation has received from the nominated person written acceptance of the invitation referred to in 3.2.3 above.
3.3 Voting By Members – Subject to subsection 3.4, members shall have the following voting rights at all meetings of Members:
3.3.1 Active Members shall each have one (1) vote on all matters properly brought before any meeting of Members;
3.3.2 Participant Members shall be entitled to attend and participate in meetings of Members but shall not as such be entitled to vote;
3.3.3 Affiliate Members shall each have one (1) vote on all matters properly brought before any meeting of Members;
3.3.4 Corporate Members shall be entitled to attend and participate in meetings of Members but shall not as such be entitled to vote; and
3.3.5 Honorary Members shall each have one (1) vote on all matters properly brought before any meeting of Members.
3.4 Membership Applications and Renewals:
3.4.1 Applications for membership of persons as Active Members, Participant Members, Affiliate Members and Corporate Members shall be made in writing to the Corporation.
3.4.2 All applications for membership shall be accompanied by such documentation and by the payment of such dues and levies as may be determined in respect of each class of membership by the board of directors from time to time.
3.4.3 All applications for new membership are subject to final approval of the directors, provided that the voting rights of voting members (except those voting members whose applications for membership are made during the same calendar year in which they ceased to be members (in circumstances other than those set out in sections 3.5 or 3.6)) shall become effective no earlier than thirty (30) days after the receipt by the Corporation of an application for membership, and a Member shall be informed by the Corporation in writing when her, his or its application has been approved.
3.4.4 The Corporation shall send out renewal notices to Members at least thirty (30) days prior to the date of expiration of their then current membership; provided that failure by the Corporation to do so shall not extend the date of expiration of any Member’s membership.
3.5 Withdrawal from Membership:
3.5.1 Subject to Section 3.5.2, any Member may withdraw from membership in the Corporation by giving written notice to the Corporation which notice shall be effective in accordance with its terms.
3.5.2 Notwithstanding Section 3.5.1, any Member who has withdrawn shall, in the discretion of the board, remain liable for the payment of any dues, levies or any other sums properly due and owing to the Corporation by the Member prior to the notice of withdrawal given by the Member becoming effective.
3.6 Suspension or Termination of Membership – The Corporation may suspend (with or without conditions) or terminate the membership of a Member under the following circumstances:
3.6.1 A failure by the Member to comply with the letters patent or articles of incorporation as amended from time to time (“Articles”), by-laws, policies, procedures or rules of the Corporation;
3.6.2 A decision by the board of directors that the conduct of the Member is detrimental to the interests and reputation of the Corporation; or
3.6.3 In the case of an Affiliate Member or Corporate Member, the dissolution or winding up of an Affiliate Member or Corporate Member.
Article 4.00: Meetings of Members
4 Annual Meetings:
4.1 The Corporation shall hold an annual general meeting of Members (the “Annual Meeting of Members” or “AMM”) at such place and time in each year as the directors may by resolution determine.
4.1.1 The agenda for the AMM shall include the following items:
126.96.36.199 Call to order;
188.8.131.52 Appointment of scrutineers;
184.108.40.206 Report of scrutineers;
220.127.116.11 Approval of agenda;
18.104.22.168 Minutes of last meeting;
22.214.171.124 Business arising out of the minutes;
126.96.36.199 Board and staff reports;
188.8.131.52 Report of the auditors;
184.108.40.206 Appointment of auditors;
220.127.116.11 Reports as may be directed by board;
18.104.22.168 Election of new elected directors;
22.214.171.124 New business;
4.1.2 Notice in writing of an AMM shall be given to all Members together with a form of proxy and an information circular at least twenty-one (21) days prior to the date of that AMM meeting; and
4.1.3 A proposed agenda shall be included with the notice of the AMM and any Member who wishes to have new business placed on the agenda shall give written notice to the Corporation at least ten (10) days prior to the date of the AMM. Such new business shall be considered at the AMM if such consideration is appropriate under the by-laws or under the Act.
4.2 General Meetings:
4.2.1 The directors may, at such time and place as they may by resolution determine, call a general meeting of Members for the transaction of any business, the general nature of which is specified in the notice calling the general meeting. Notice of a general meeting called by the board of directors shall be given to all Members in writing at least ten (10) days prior to the date of such meeting.
4.2.2 A general meeting of Members may be requisitioned by not less than one tenth (1/10th) of the Members in each case entitled to vote at such a meeting requesting the directors to call a general meeting of the Members for any purpose connected with the affairs of the Corporation that is not inconsistent with the Act. The requisition shall state the general nature of the business to be presented at the meeting, shall be signed by the requisitionists and shall be deposited at the head office of the Corporation. Upon deposit of the requisition, the directors shall forthwith call a general meeting of the Members at a time and suitable place determined by the board for the transaction of the business stated in the requisition. Notice of the meeting shall be given to all Members in writing at least thirty (30) days prior to the date thereof which shall in any event be not later than sixty (60) days after the date of the deposit of the requisition at the head office of the Corporation.
4.3 Manner of Notices – Notice of any meeting of Members and any documents related to any such meeting sent by the Corporation shall be sent either: by prepaid mail to the last address of the relevant Member(s) recorded on the books of the Corporation; by facsimile transmission to the last facsimile number of the relevant Member(s) recorded on the books of the Corporation; by email to the last email address of the relevant Member(s) recorded on the books of the Corporation; or by another form of electronic transmission where there is a record that the notice or other document has been sent to the relevant Member(s). A notice or other document sent by a method referred to in this provision shall be deemed to have been received by the intended recipient on the earlier of: (a) the day the intended recipient actually receives it; or (b) the first business day in the Province of Ontario after the day the notice or other document is sent. The term “business day” means any day which is not (i) a Saturday or Sunday, or (ii) a day observed as a holiday under the laws of the Province of Ontario or the federal laws of Canada applicable therein.
4.4 Errors and Omissions in Notices – No error or omission in giving notice of a meeting of Members or adjournment thereof, shall invalidate such meeting or make void any proceedings taken at the meeting.
4.5 Persons Entitled to be Present – The only persons entitled to attend a meeting of Members shall be the Members, those persons entitled to vote on behalf of Members entitled to vote thereat, the directors, the Auditor of the Corporation and others who are entitled or required under any provision of the Act or the by-laws of the Corporation to be present at the meeting. Any other persons may be admitted only on the invitation of the Board of directors.
4.6 Quorum – The presence of two (2) Members entitled to vote at such meeting shall be a quorum of any meeting of Members for the choice of a Chairperson and the adjournment of the meeting; for all other purposes the presence of not less than two percent (2%) of the Members entitled to vote at such meeting in person or represented by proxy shall be necessary to constitute a quorum. No business shall be transacted at any meeting unless the requisite quorum of Members shall be present or represented at the commencement of such business.
4.7 Voting By Members – All questions proposed for consideration at any meeting of Members shall be determined by a majority of the votes cast by or on behalf of the Members entitled to vote thereat unless a larger majority is required under the by-laws of the Corporation or under the Act.
4.8 Delegates and Proxies – The following provisions shall apply to Members being represented at meetings either by delegates or by proxy:
4.8.1 Active Members, Affiliate Members and Honourary Members may be represented at meetings of the Corporation by a proxy who need not be a Member of the Corporation. The proxy may attend and act at the meeting in the manner and to the extent authorized by the Active Member, Affiliate Member or Honourary Member for whom the proxy is acting. The proxy shall be in writing, shall be executed by the Active Member, Affiliate Member or Honourary Member or his, her or its attorney or personal representative authorized in writing and shall cease to be valid at the conclusion of the relevant meeting. Subject to the requirements of the Act, a proxy may be in such form as the directors from time to time prescribe or in such other form as the Board of directors may accept as sufficient. In order to be valid, a proxy shall be delivered to the Corporation not less than forty-eight (48) hours prior to the time of the meeting (excluding any part of a day is that is not a business day, where the term “business day” means any day which is not (i) a Saturday or Sunday, or (ii) a day observed as a holiday under the laws of the Province of Ontario or the federal laws of Canada applicable therein); and
4.8.2 Affiliate Members and Corporate Members may be represented at meetings of the Corporation by an appointed delegate. Each Affiliate Member and Corporate Member shall notify the Corporation in writing of the name of its appointed delegate and an alternate delegate at least five (5) days prior to any meeting of the Corporation in order for the appointment to be valid for the purposes of the meeting. Each delegate or alternate delegate shall have in his or her possession at the meeting with respect to which he or she has been appointed, credentials from the relevant Affiliate Member or Corporate Member authorizing the delegate’s or alternate delegate’s attendance at the meeting. The appointment of the delegate or alternate delegate shall cease to be valid at the conclusion of the meeting.
4.9 Scrutineers – At each meeting of Members, one or more scrutineers may be appointed by a resolution of the meeting or by the Chairperson with the consent of the meeting to serve at the meeting. Such scrutineers need not be Members of the Corporation.
4.10 Show of Hands – At any meeting of Members every question shall be decided by a show of hands unless otherwise required by a by-law of the Corporation or unless a poll is required by the Chairperson or requested by any Member. Whenever a vote by show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chairperson that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the meeting is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
4.11 Chairperson – In the absence of the President, the Vice-President shall act as Chairperson of any meeting of the Members. In the absence of the President and the Vice-President, the Members at any meeting of Members shall choose another director as Chairperson and if no director is present or if all the directors present decline to act as Chairperson, the Members present shall choose a representative from one of their number to be Chairperson.
4.12 Polls – If at any meeting a poll is requested on the election of a Chairperson or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the manner and either at once or later at the meeting or after adjournment as the Chairperson directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn at any time prior to the taking of the poll.
4.13 Adjournments – The Chairperson may with the consent of any meeting of Members adjourn the same from time to time to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be given to the Members. Any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place in accordance with the notice calling same.
Article 5.00: Board of Directors
5 Number – The affairs of the Corporation shall be managed by a board composed of seven (7) directors.
5.1 General Qualifications – Each director shall:
5.1.1 be an Active Member at the time of his or her election or appointment or become an Active Member within ten (10) days of such election or appointment;
5.1.2 be at least eighteen (18) years of age;
5.1.3 not be an undischarged bankrupt; and
5.1.4 not be a mentally incompetent persons as determined by a qualified medical practitioner licenced to practice medicine in Ontario.
5.2 Nominating Committee – The board of directors will, after making a call for applications and reviewing all submissions, appoint a Nominating Committee. The Nominating Committee shall consist of an odd number of individuals not exceeding seven (7), not more than one (1) of whom shall be a current director (provided that any such director must not be standing, nor intending to stand, for election at the relevant election). The Nominating Committee will be responsible for:
5.2.1 establishing criteria based on and related to the Skills and Characteristics listed in Section 5.3;
5.2.2 soliciting, receiving, and considering nominations for the election of directors; and
5.2.3 providing a list of all nominations received, recommending to the board of directors appropriate nominees to stand for election as directors, and recommending to the board of directors which potential nominees should not be permitted to stand for election as directors.
The Nominating Committee shall report to the board of directors after which the board of directors by resolution shall identify the nominees who will stand for election as directors. For greater certainty: all nominations for election of directors must follow this procedure; and an individual may not be nominated for election as a director from the floor of a meeting of Members.
5.3 Skills and Characteristics – Potential nominees will have one (1) or more of the following skills and/or characteristics:
- Commitment and capacity (time, energy, expertise) to fulfill the commitment as a director
- Knowledge about roles and responsibilities of a director, officer, board of directors and staff
- Experience in formulating policy
- Experience in thinking strategically
- Knowledge about the sport of basketball
- Ability to identify principal business risks and ensure implementation of appropriate systems to manage those risks
- Knowledge of organizational performance mechanisms and ability to monitor, evaluate and report
- Ethical and values based behaviour
- Representative of client population (e.g. athlete & coach)
- Other attributes valued by the board of directors
- Accounting designation (e.g. CPA)
- Legal designation (e.g. LL.B)
- Professional qualifications (e.g. MD, PhD, MBA, Sport Science)
- Personnel management (e.g. Human Resource Professional designation)
- Media/marketing/public relations contacts/experience
- Fundraising and funding source contacts
- Administration/management experience
- Government relations/contacts
- Organizational development/strategic planning experience
- Other skills valued by the board of directors
5.4 – Nomination – Any nomination of an individual for election as a director will:
(a) Include the written consent of the nominee (including a consent pursuant to section 5.1.1 as applicable) by signed or electronic signature;
(b) Comply with the procedures and criteria established by the board of directors and/or the Nominating Committee; and
(c) Be submitted to the Corporation’s registered office no later than 4:00 pm Eastern Time sixty (60) days prior to the AMM.
5.5 Election and Appointment of Board of Directors – The board of directors of the Corporation shall be elected as follows:
5.5.1 at the AMM in 1996 and at every second AMM thereafter, four (4) of these directors shall be elected to hold office until the second AMM following their election or until their successors shall have been duly elected;
5.5.2 at the AMM in 1996, three (3) of these directors shall be elected to hold office until the first AMM following their election or until their successors shall have been duly elected; and
5.5.3 at the AMM in 1997 and at every second AMM thereafter, three (3) directors shall then be elected to hold office until the second AMM following their election or until their successors shall have been duly elected.
5.6 The directors shall be elected by the Members by ballot.
5.7 Directors shall be eligible for re-election to the board of directors if otherwise qualified and retiring directors shall continue in office until their successors shall have been duly elected or appointed.
5.8 Vacation of Office – The office of a director of the Corporation shall be vacated upon the occurrence of any of the following events:
5.8.1 If such director becomes bankrupt, is subject to a receiving order or makes an assignment under the Bankruptcy and Insolvency Act (Canada);
5.8.2 If any order is made declaring such director to be a mentally incompetent person or incapable of managing his or her own affairs;
5.8.3 On death:
5.8.4 If by notice in writing to the Secretary of the Corporation such director resigns the office and such resignation, if not effective immediately, becomes effective in accordance with its terms; or
5.8.5 If any director fails without reasonable excuse to attend three (3) consecutive meetings of the directors, of which proper notice was given, such director shall be deemed to have resigned, subject to the formal acceptance of the board of such resignation, at its next regular meeting or at a meeting called specifically for such purpose.
5.9 Vacancies – So long as a quorum of the directors remains in office, any vacancy on the board of directors may be filled by the remaining directors of the Corporation, and any director so appointed to fill such vacancy shall remain in office for the unexpired term of the director who ceased to be a director causing the vacancy. If no quorum of directors exists, the remaining directors shall call a meeting in accordance with Section 6.1.
5.10 Removal of Directors – Subject to compliance with the Act, the Members may, by resolution passed by at least a majority of the votes cast by Members entitled to vote thereon at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any elected director before the expiration of his or her term of office, then may, by a majority of the votes cast by Members entitled to vote thereon at that meeting, elect any individual who is qualified in his or her stead for the remainder of such director’s term.
5.11 Conflict of Interest
5.11.1 Disclosure – Any director who has any direct or indirect personal interest, gain or benefit in an actual or proposed contract, business transaction, financial arrangement or other matter, with the Corporation shall declare their interest therein at the first opportunity at a meeting of the board of directors.
5.11.2 Procedure Where Disclosure – The board of directors may request any director who has declared a direct or indirect personal interest, gain or benefit, in any proposed contract, business transaction, financial arrangement, or other matter, with the Corporation to absent herself or himself during any discussion of or any vote upon the matter (including any discussion regarding any such request), with such request being recorded in the minutes.
Article 6.00: Meetings of Directors
6 Place of Meetings – Meetings of the board of directors may be held at the head office of the Corporation or elsewhere in the Province of Ontario, as designated in the notice calling the meeting.
6.1 Notice – A meeting of directors may be convened at any time by direction of the President, Vice-President or any two (2) directors. Notice of meetings of the directors stating the day, hour and place of the meeting shall be delivered, mailed, sent by facsimile transmission, sent by e-mail, sent by another form of electronic transmission where there is a record that the notice or other document has been sent to the relevant director(s), or telephoned to each director not less than forty-eight (48) hours (excluding any part of a day is that is not a business day). A notice or other document sent by a method referred to in this provision shall be deemed to have been received by the intended recipient on the earlier of: (a) the day the intended recipient actually receives it; or (b) the first business day in the Province of Ontario after the day the notice or other document is sent. The term “business day” means any day which is not (i) a Saturday or Sunday, or (ii) a day observed as a holiday under the laws of the Province of Ontario or the federal laws of Canada applicable therein. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any director and such waiver may be validly given either before or after the meeting to which such waiver relates. A notice of a meeting of directors need not specify the purpose of the business to be transacted at the meeting except where the Act requires such purpose and business to be specified.
6.2 Regular Meetings – The directors may appoint one or more days in each year for regular meetings of the directors at a place and time named; no further notice of the regular meetings need be given. For the first meeting of the directors to be held immediately following the election of directors at an annual or General meeting or for a meeting at which a director is appointed to fill a vacancy in the board of directors, no notice of such meeting shall be necessary to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided that a quorum of the directors is present.
6.3 Quorum – A quorum for the transaction of business at meetings of the directors shall be a majority of the elected members of the board of directors.
6.4 Voting – Questions arising at any meeting of the directors shall be decided by a majority vote. In the case of an equality of votes on any question at a meeting of the directors, the Chairperson of the meeting shall not be entitled to the casting vote.
6.5 Others Present – Such others as the directors may from time to time by resolution determine, shall be entitled, in the same manner and to the same extent as a director, to notice of, and personally or by his or her delegate to attend and to speak at, meetings of the directors, but shall not be entitled to vote thereat.
6.6 Validity of Resolutions – Any resolution signed by all of the directors is as valid and effective as if passed at a meeting of the board of directors duly called, constituted and held for that purpose.
Article 7.00: Advisory Council
7 Advisory Council – The board of directors may create by resolution an Advisory Council which will include representatives of the Corporation’s stakeholders and from which the board of directors and the Executive Director may from time to time seek advice.
Article 8.00: Officers
8 Officers – There shall be a President, Vice-President, Secretary, Director of Finance, Regent, Executive Director and such other officers as the directors may determine by resolution from time to time. The President shall be elected for a term of one (1) year by the directors from among their number at the first meeting of the newly constituted board of directors in each year. The other officers of the Corporation need not be members of the board of directors and (except for the Executive Director) shall be appointed annually by the newly constituted board for a term of one (1) year at the first meeting following the AMM in each year.
8.1 President – The President shall, when present, preside at all meetings of the Corporation, the board of directors and the Executive Committee, and shall exercise such powers and perform such other duties as are generally incidental to the office of the President of the Corporation, or are vested in or required of the President by the board of directors. With the exception of the Executive Committee (on which the President will have a vote), the President shall be a non-voting member of all Committees of the Corporation (except the Nominating Committee).
8.2 Vice-President – The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or disability or refusal to act of the President, except that the Vice-President shall not preside at meetings of the directors unless he or she is qualified to attend meetings of directors or members. If the Vice-President exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto. The Vice-President shall also perform such duties and exercise such powers as may from time to time be delegated by the President or prescribed by the board of directors, including but not limited to policy and procedure development and long-range planning initiatives.
8.3 Secretary – The Secretary shall, in the absence or disability of the President and the Vice-President, exercise all the duties and powers vested in the President. The Secretary or a designate shall attend all meetings of the directors, Members and Committees of the board of directors and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings. The Secretary shall give, or cause to be given, when instructed, notices required to be given to Members, directors, the Auditor and members of the Committees; shall be custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation; and shall perform such other duties as may from time to time be prescribed by the board of directors.
8.4 Director of Finance – The Director of Finance shall keep, or cause to be kept proper accounting records as required by the Act; shall deposit or cause to be deposited all monies received by the Corporation in the Corporation’s bank account; shall, under the direction of the board of directors, supervise the safekeeping of securities and the disbursement of the funds of the Corporation; shall render to the board of directors, whenever required, an account of all financial transactions and of the financial position of the Corporation; and shall perform such other duties as may from time to time be prescribed by the board of directors.
8.5 Regent – The Regent shall be an Active Member who, as determined by the board of directors, has a demonstrated interest in the development and promotion of amateur basketball in Ontario. The Regent shall be the Chairperson of the Nominating Committee; and shall perform such other duties as may from time to time be prescribed by the board of directors.
8.6 Executive Director – The Executive Director shall be responsible for liaison between the board of directors and staff and shall provide support to the board of directors in the carrying out of financial, management and reporting duties, business planning and marketing, staff supervision and development, development of corporate sponsors, development of partnerships and alliances, liaison with commercial basketball organizations and have overall management responsibility for all programs of the Corporation.
8.7 Other Officers – The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the directors require of them. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the directors otherwise direct.
8.8 Variation of Duties – Subject to the Act, from time to time the directors may vary, add to or limit the powers and duties of any officer or officers.
8.9 Vacancies – If any of the offices of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors may appoint another person to fill such vacancy, and any such person appointed to fill such vacancy shall remain in office for the unexpired term of the officer who ceased to be an officer creating the vacancy.
8.10 Term, Remuneration and Removal – The remuneration, if any, of officers who are not directors, shall be determined from time to time by resolution of the board of directors. The fact that any officer is a Member of the Corporation shall not disqualify such person from receiving such remuneration as may be determined. In the absence of a written agreement to the contrary, all officers shall be subject to removal by resolution of the board of directors at any time with or without cause.
Article 9.00: Indemnification of Directors and Officers
9 Indemnification of Directors – Every director and officer of the Corporation 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 Corporation, from and against:
9.01 All costs, charges and expenses whatsoever which the director or officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such person or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such person or in or about the execution of the duties of his or her office; and
9.02 All other costs, charges and expenses which such person 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 wilful neglect or default.
9.1 Limitation of Liability of Directors and Officers – No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or in relation thereto unless the same shall happen by or through his or her own wrongful and wilful act or through his or her own wrongful and wilful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act.
9.2 Insurance – The Corporation may purchase and maintain such insurance for the benefit of its directors and officers, as the directors in their sole discretion may from time to time determine.
Article 10.00 Committees
10 Constitution of Committees – The board of directors shall constitute an Executive Committee and may constitute Board Committees (such as Nominating, Finance or Marketing Committee) or Program Committees (such as Elite Development or Provincial Competitions Committee) and such further and other committees as may be required to assist the directors in carrying on the affairs of the Corporation. The board of directors shall establish the terms of reference of each committee to the extent not set forth herein or in any other by-law of the Corporation.
10.1 Membership of Committees:
10.1.1 Board Committees – Except for the Executive Committee, the directors may annually or more often appoint not less than one (1) and not more than seven (7) directors to be members of each board committee and shall designate one (1) of the members for each such board committee as the chairperson thereof provided that the Regent shall be the Chairperson of the Nominating Committee. Except for the Executive Committee, the directors may annually or more often appoint non-directors to be members of board committees. The Executive Director shall be a non-voting member of each board committee (except the Executive Committee). The Executive Committee shall consist of such number of directors as the board of directors may from time to time determine, provided that such number shall be not less than three (3).
10.1.2 Program Committees – The Directors may annually or more often appoint Program Committees which shall be comprised of not less than one (1) director plus three (3) but not more than seven (7) Active Members.
10.2 Meetings of Committees – Each of the committees may meet for the transaction of business, adjourn and otherwise regulate their respective meetings as they think fit provided, however, that a majority of the members of each committee shall constitute a quorum thereof for the transaction of business. Questions arising at any meeting of a committee shall be decided by a majority of votes and in case of an equality of votes the Chairperson shall have a second or casting vote.
10.3 Executive Committee -The Executive Committee shall possess and may exercise, subject to any restrictions which the directors may from time to time impose all of the powers of the directors in the management and direction of the affairs of the Corporation in such manner as the Executive Committee shall deem in the best interest of the Corporation and in all cases in which specific direction shall not have been given by the directors.
Article 11.00: Execution of Documents
11 Execution of Documents – Documents requiring execution by the Corporation may be signed by the President and the Executive Director or either the President or the Vice-President together with one (1) other director, and all documents so signed are binding upon the Corporation without any further authorization or formality. The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Corporation, either to sign documents generally or to sign specific documents. The corporate seal of the Corporation shall, when required, be affixed to documents executed in accordance with the foregoing.
11.1 Books and Records – The Board shall see that all necessary books and records of the Corporation required by any by-law of the Corporation or by any applicable statute are regularly and properly kept.
Article 12.00: Banking Arrangements
12 Bank Accounts – The bank account or accounts of the Corporation shall be kept in such bank or banks as the directors may from time to time determine. Any two (2) of the President, Vice-President, Executive Director and Director of Finance shall have the authority and power to:
12.01 Operate the Corporation’s accounts with such bank(s);
12.02 Make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;
12.03 Issue receipts for and orders relating to any property of the Corporation;
12.04 Execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and
12.05 Authorize any officer of the bank(s) to do any act or thing on the Corporation’s behalf to facilitate the banking business.
In the absence or inability of any of the officers above named, such signatures or endorsements may be made by such other officers and/or directors of the Corporation as the directors may from time to time by resolution designate.
Article 13.00: Borrowing by the Corporation
13 Borrow etc. – Subject to any limitations set out in the by-laws or in the Letters Patent of the Corporation or any amendments thereto, the directors may:
13.01 Borrow money on the credit of the Corporation;
13.02 Issue, sell or pledge securities of the Corporation; and
13.03 Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, 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 Corporation;
provided that, except where the Corporation borrows on the security of its real or personal property, its borrowing power shall be limited to borrowing money for current operating expenses.
13.1 Implementation – From time to time the directors may authorize any director or officer of the Corporation to implement arrangements made with reference to the money so borrowed or to be borrowed with power to vary or modify such arrangements, terms and conditions and to give such additional security as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
Article 14.00: Financial Year
14 Financial Year – The financial year of the Corporation shall terminate on the 31st day of August of each year or on such other date as the directors may from time to time by resolution determine.
Article 15.00: Auditor
15 Auditor – The Members shall at each AMM appoint an Auditor to audit the accounts of the Corporation and to hold office until the next AMM, provided that the directors may fill any casual vacancy in the office of the Auditor. The remuneration of the Auditor shall be fixed by the directors.
Article 16.00: Notice
16 Computation of Time – In computing the date when notice must be given under any provision of the by-laws requiring a specified number of days’ notice of any meeting or event, the date of giving the notice is, unless otherwise provided, included.
16.1 Omissions and Errors – The accidental omission to give notice of any meeting of the directors or Members or the non-receipt of any notice by any director or Member or by the Auditor of the Corporation or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any director, Member or the Auditor of the Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.
16.2 Signature to Notices – The signature to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
16.3 Proof of Service – A certificate of the President, Vice-President, Director of Finance or Secretary of the Corporation or of any other officer of the Corporation in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any Member, director, officer or Auditor or publication of any notice, shall be conclusive evidence thereof and shall be binding on every Member, director, officer or Auditor of the Corporation, as the case may be.
Article 17.00: Dissolution Provisions
17 Dissolution – Upon dissolution of the Corporation and after payment of all debts and liabilities, its remaining property and assets shall be distributed/disposed of to a similar organization which carries on its work in Ontario, a if no such organization is considered appropriate by the then board of directors, to a charitable organization which carries on its work in Ontario,
Article 18.00: By-Laws and Amendments, etc.
18 Enactment – By-laws of the Corporation may be enacted, repealed, amended or re-enacted in the manner contemplated in, and subject to the provisions of, the Act, except that the approval required from the Members of the enactment, repeal, amendment or re-enactment of any by-law shall in cases be by at least two-thirds (2/3) of the votes cast at the meeting Members duly called for the purpose of considering such matter.
Article 19.00: Repeal of Prior By-Laws
19 Repeal – Subject to the provisions of Section 19.1 hereof, all prior by-laws of the Corporation heretofore enacted are repealed.
19.1 Exception – The provisions of Section 19 shall not extend to any by-laws of the Corporation heretofore enacted for the purpose of providing to the directors the power or authority to borrow.
19.2 Proviso – Provided, however, that the repeal of prior by-laws shall not impair in any way the validity of any act or thing done pursuant to any such repealed by-law.
19.3 Paramountcy of By-Law No. 1 – In the event of a conflict between this by-law and any other by-laws enacted from time to time, the provisions of this bylaw shall prevail over such other by-laws to the extent that the provisions of any other by-law conflict with, contradict, purport to supersede the provisions of this by-law.
Article 20.00: Effective Date
20 Enactment – This by-law shall come into force without further formality upon its enactment.