A by-law relating generally to the conduct of the affairs of Parry Sound Nation
(the "Club")
BE IT ENACTED as a by-law of the Club as follows:
In this by-law and all other by-laws of the Club, unless the context otherwise requires:
“Act” means the Not-for-Profit Corporations Act, 2010, S.O. 2010, c.15 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Club;
“board” means the board of directors of the Club and “director” means a member of the board;
“by-law” means this by-law and any other by-law of the Club as amended and which are, from time to time, in force and effect;
“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes casted by the members present at the meeting on that resolution, or a resolution consented to by each member of the Club entitled to vote at a meeting of the members of the Club;
“proposal” means a proposal submitted by a member of the Club entitled to vote at an annual meeting of the members under Sections 56 and 104 of the Act; and
“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes casted by the members present at the meeting on that resolution, or a resolution consented to by each member of the Club entitled to vote at a meeting of the members of the Club;
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Club may be signed by any two (2) officers or directors (one of which must be the President or Vice- President. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Club to be a true copy thereof.
The banking business of the Club shall be transacted at such financial institution as the board of directors may authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Club and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
The directors of the Club shall place before the members at every annual meeting a copy of the audited financial statements. The directors of the Club shall send the Annual Financial Statements to all members, not less than 21 days before each annual meeting of the members.
There shall be one class of members in the Club. Membership in the Club shall be available only to individuals who have applied for and been accepted into membership in the Club by resolution of the board or in such other manner as may be determined by the Board. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Club. Each member is entitled to one vote. If a member is under 18 years of age, voting rights will be imparted to a parent or guardian. If there are multiple members in one family under 18, the parent or guardian will be given the right to vote based on number of members in family.
Notice of the time and place of a meeting of members shall be given to (i) each member, (ii) each director of the Club, and (iii) the auditor of the Club, not less than 10 days and not more than 50 days before the day on which the meeting is to be held, by pre-paid mail, personal delivery or by electronic means. Notice that is given by prepaid mail is deemed to have been received by the intended recipient on the fifth (5th) day after it was sent.
Notice of the meeting will contain a proposed agenda for the meeting.
Appointment of recommended auditors shall be approved by the Membership at the Annual meeting of Members. At each annual meeting, each Director shall present a report of their activities in the affairs of the Club during the preceding year. The Treasurer shall present the Audited Financial Statements of the club s at its last year-end.
Notice of the meeting will contain a proposed agenda for the meeting.
The board of directors of the Club may at any time call a special meeting of members.
The members of the Club may call a special meeting of members, on written requisition of members carrying not less than 20% of the voting rights. If the directors do not call a meeting within twenty-one
(21) days of receiving the requisition, any member who signed the requisition may call the meeting.
Membership dues will be determined by the Board. Members shall be notified in writing (including electronic communication) of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month from when they are due (as stipulated by the payment terms) the members in default shall cease to be members of the Club based on the discretion of the Board of Directors
A membership in the Club is terminated when:
- the member dies or resigns;
- the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
- the member’s term of membership expires; or
- the Club is liquidated and dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Club, automatically cease to exist.
The board shall have authority to suspend or expel any member from the Club for any one or more of the following grounds:
- violating any provision of the articles, by-laws, or written policies of the Club;
- carrying out any conduct which may be detrimental to the Club as determined by the board in its sole discretion; or
- for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Club.
In the event that the board determines that a member should be expelled or suspended from membership in the Club, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Club. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
Nominations for directors must be submitted to the board at least 14 days prior to the Annual Members’ Meeting. The board has discretion to accept or reject nominations received less than 14 days.
The board may propose nominations for the board based on recommendations/advanced searches taken by the board.
Meetings of the members must be held at any place as the directors may determine from time to time. Meetings can be held in person, virtually or a hybrid model as deemed appropriate by the board.
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Club and such other persons who are entitled or required to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
The President of the Club shall be the Chair of the Board and Members’ meetings. In the event that the President is absent, the vice-president of the board, the directors, or the members, as the case may be, who are present and entitled to vote at the meeting, shall choose one of their number to chair the meeting.
A quorum at any meeting of the members shall be 15 of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
At any meeting of members every question shall be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
If the Club chooses to make available an electronic facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of electronic facility. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote by means of electronic facility that the Club has made available for that purpose.
If the directors or members of the Club call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of electronic facility that permits all participants to communicate adequately with each other during the meeting.
The members will elect the directors at the Annual Meeting of members and at each succeeding annual meeting at which an election of directors is required. The directors shall be elected to hold office for a 2 year term.
The board shall consist of at least three (3) and shall not exceed eleven (11) directors.
Meetings of the board may be called by the president, the vice-president or any two (2) directors at any time.
Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Club not less than 5 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. No notice of meeting need specify the purpose or the business to be transacted at the meeting.
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named.
A majority of directors in office shall constitute a quorum for directors’ meetings. Despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
The Board may appoint such committees as it, from time to time, considers advisable. No committee shall have the power to act for or on behalf of the Club or otherwise commit or bind the Club to any course of action. Committees shall only have the power to make recommendations to the Board, or to the Members, as the Board may, from time to time, direct. The President shall be an ex officio member of all committees.
The board may designate the offices of the Club, appoint officers on an annual or more frequent basis, specify their duties and delegate to such officers the power to manage the affairs of the Club. A director may be appointed to any office of the Club. An officer may, but need not be, a director unless these by- laws otherwise provide. Two or more offices may be held by the same person.
Unless otherwise specified by the board (which may restrict or supplement such duties and powers), the offices of the Club, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
- President – The president shall be a director. If possible, the president will be appointed from directors who have served at least one (1) term of office with the Club. The president shall be the chief executive officer of the Club and shall be responsible for implementing the strategic plans and policies of the Club. The president shall, subject to the authority of the board, have general supervision of the affairs of the Club. The president shall, when present, preside at and be the chair of, all meetings of the board of directors and of the members.
- Vice-President – If the president is absent or is unable or refuses to act, the vice-president, if any, shall, when present, preside at and be the chair of, all meetings of the board of directors and of the members. The vice-president shall have such other duties and powers as the board may specify.
- Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Club’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Club.
- Treasurer – If appointed, the treasurer shall have such powers and duties as the board may specify.
The powers and duties of all other directors and officers of the Club shall be such as the terms of their engagement call for or the board or president requires of them. The other offices shall consist of, but not be limited to, the following: Communications, Human Resources, Marketing, Membership, Operations, Social, and Team Travel. The board may from time to time add to or limit the powers and duties of any office.
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any director or officer of the Club. Unless so removed, an officer shall hold office until the earlier of:
- the officer’s successor being appointed,
- the officer’s resignation, or
- such officer’s death.
If the office of any director or officer of the Club shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy until the next Annual Meeting of Members.
Directors and officers shall receive no direct remuneration for acting as such other than credit via the Club’s Participation Credit program. Directors shall be entitled to reimbursement for any expenses incurred by them upon proof of such expenses.
If the Club chooses to make available an electronic facility that permits all participants to communicate adequately with each other during a meeting of directors or committees, any person entitled to attend such meeting may participate in the meeting by means of such electronic facility. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of directors or committees pursuant to this section who is entitled to vote at that meeting may vote, by means of electronic facility that the Club has made available for that purpose.
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or the auditor or the person appointed to conduct a review engagement, or the non-receipt of any notice by any such person where the Club has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
The Directors and Officers of the Club acting in good faith shall be indemnified and save harmless out of the assets of the Club, from and against, any and all costs, charges, and expenses, sustained or incurred arising from any and all action or claims advanced against them in connection with actions taken on behalf of the Club in the capacity of officer or director. The Board of Directors may obtain at the expense of the Club such Director’s or Officer’s liability insurance as may appear prudent.
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Club are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Club arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Club is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Club as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
- The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Club) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
- The number of mediators may be reduced from three to one or two upon agreement of the parties.
- If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Club is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Club. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by- law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.