1.1 Purpose - These By-laws govern the general affairs of the Downtown Swim Club, Toronto, Ontario, Canada.
1.2 Definitions - The following terms have these meanings in these By-laws:
a Act - the Ontario Corporations Act or any successor legislation including the Not-for-Profit Corporations Act, 2010 (upon becoming law).
b Auditor - an individual appointed by the Members at the Annual General Meeting of the Members to audit the books, accounts, and records of the Corporation, and to report their findings to the Members at the next Annual General Meeting of the Members.
c Board - the Board of Directors of the Corporation.
d Corporation - Downtown Swim Club.
e Days - will mean days including weekends and holidays.
f Director - an individual elected or appointed to serve on the Board pursuant to these By-laws.
g Officer - an individual elected or appointed to serve as an Officer of the Corporation pursuant to these By-laws.
h Ordinary Resolution - a resolution passed by not less than a majority of the votes cast at a meeting of the Board, or a meeting of Members for which proper notice has been given.
i Member - Any individual who has paid the membership fee.
j Special Resolution - a resolution passed by no less than two-thirds of the votes cast at a meeting of the Board or meeting of the Members for which proper notice has been given.
1.3 Registered Office - The registered office of the Corporation will be located within the Province of Ontario, unless amended in accordance with the Act.
1.4 Corporate Seal - The Corporation may have a corporate seal, which may be adopted and may be changed by Ordinary Resolution at a meeting of Members.
1.5 No Gain for Members - The Corporation will be carried on without the purpose of gain for its Members and any profits or other accretions to the Corporation will be used in promoting its objects.
1.6 Ruling on By-laws - Except as provided in the Act, the Board will have the authority to interpret any provision of these By-laws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Corporation.
1.7 Conduct of Meetings - Unless otherwise specified in these By-laws, meetings of Members and meetings of the Board will be modeled on to Roberts Rules of Order (current edition).
1.8 Interpretation - All terms contained in these By-laws that are defined in the Act will have the meaning given to such terms in the Act. Words importing the singular will include the plural and vice versa, words importing the masculine will include the feminine and vice versa, and words importing persons will include bodies corporate.
1.9 Headings - The headings used in the By-laws are inserted for convenience of reference only.
Categories of Membership
2.1 Categories – The Corporation has one class of membership being a Regular Member.
Qualifications for Membership
2.2 Regular Member – Any member who is currently in good standing in the Corporation.
Membership Dues and Duration
2.3 Year - Unless otherwise determined by the Board, the membership year of the Corporation will be September 1st to August 31st.
2.4 Dues - Membership dues will be determined annually by the Board of Directors.
Transfer, Withdrawal and Termination of Membership
2.5 Transfer - Membership in the Corporation is non-transferable.
2.6 Termination - Membership in the Corporation will terminate immediately upon:
a a Member’s death.
b resignation by the Member.
c dissolution of the Corporation.
d Ordinary Resolution of the Directors or the Members at a duly called meeting provided reasonable notice is provided and the member is provided an opportunity to be heard.
2.7 Discipline - A Member may be sanctioned or suspended from the Corporation in accordance with the Corporation’s policies and procedures relating to discipline of Members.
2.8 Definition - A Member of the Corporation will be in good standing provided that the Member:
a has not ceased to be a Member;
b has not been sanctioned, suspended or expelled from membership;
c has completed and remitted all documents as required by the Corporation;
d has complied with the By-laws and policies of the Corporation;
f has paid all required membership dues.
2.9 Cease to be in Good Standing - Members who cease to be in good standing, as determined by the Board, will not be entitled to the benefits or privileges of membership, or to vote at meetings of Members, or where the Member is a Director, at meetings of Directors, until such time as the Board is satisfied that the Member has met the definition of good standing as set out above.
3.1 Types of Meetings - Meetings of Members will include Annual General Meetings and Special Meeting.
3.2 Special Meeting - A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board or by written request of five percent (5%) or more of Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within twenty-one (21) days from the date of the deposit of the requisition.
3.3 Location and Date of Annual General Meeting - The Corporation will hold meetings of Members at such date, time and place as determined by the Board within the Province of Ontario. The Annual General Meeting will be held within fifteen (15) months of the last Annual Meeting and within six (6) months of the Corporation’s fiscal year end. Any Member, upon request, will be provided, not less than twenty-one (21) days before the Annual General Meeting, with a copy of the approved financial statements, auditor’s report.
3.4 Participation by Electronic Means – Any Member entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting if the Corporation makes such means available. A Member so participating in a meeting is deemed to be present at the meeting.
3.5 Notice - Written or electronic notice of the date of the Annual General Meeting will be given to all Members, Directors, and the Auditor at least forty-five (45) days prior to the date of the meeting. Written or electronic notice of the date of the Special Meeting will be given to all Members, Directors, and the Auditor at least twenty-one (21) days prior to the date of the meeting. Notice, given at least fourteen (14) days prior to the date of an Annual General or Special Meeting of the Members will -contain a reminder of the right to vote by proxy, a proposed agenda, reasonable information to permit Members to make informed decisions, nominations of Directors, and the text of any resolutions or amendments to be decided.
3.6 Waiver of Notice – Any person who is entitled to notice of a meeting of the Members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called in accordance with these By-laws.
3.7 New Business - No other item of business will be included in the notice of the meeting of the Members unless notice in writing of such other item of business, or a Member’s proposal, has been submitted to the Board two (2) weeks days prior to the meeting of the Members.
3.8 Quorum –Fifteen (15) Members will constitute a quorum. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
3.9 Closed Meetings – Meetings of Members will be closed to the public except by invitation of the Board.
3.10 Agenda – The agenda for the Annual General Meeting will at least include:
a Call to order
b Confirmation of quorum
c Approval of the Agenda
d Approval of minutes of the previous Annual General Meeting
e Presentation and approval of reports
f Report of Auditors
g Appointment of Auditors
h Approval of membership dues and related fees
i Business as specified in the meeting notice
j Election of new Directors
3.11 Scrutineers - At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted.
Voting at Meetings of Members
3.12 Voting Privileges -Members are entitled to attend meetings of Member and each Member in good standing has one (1) vote.
3.13 Written Resolution - A resolution in writing signed by all the Members is as valid as if it had been passed at a meeting of the Members.
3.14 Proxy Voting - Every Member in Good Standing entitled to vote at a meeting of Members may, by means of a proxy, appoint a proxy holder to attend and vote on behalf of the Member. A proxy must:
a be signed by the Member
b be assigned to another Member in Good Standing
c comply with the form as stipulated by the Corporation
d be submitted a Board member at least two (2) business days prior to the meeting of the Members
3.15 Voting Procedure - Voting on resolutions or proposals other than the election of Directors will be held by means of a show of hands or other mechanism signaling the number of votes each Member has.
3.16 Majority of Votes - Except as otherwise provided in these By-laws, the majority of votes will decide each issue, and in the case of a tie, the issue is defeated.
Composition of the Board
4.1 Directors – The Board will consist of five (5) Directors.
4.2 Composition of the Board - The Board of the Corporation will consist of the following:
a Two (2) Co-Chairs
d One (1) Director-at-Large
Election of Directors
4.3 Eligibility – To be eligible for election as a Director, an individual must:
a be eighteen (18) years of age or older;
b be a resident of Canada as defined in the Income Tax Act;
c have the power under law to contract;
d have not been declared incapable by a court in Canada or in another country;
e not have the status of bankrupt.
f. be a member in good standing.
4.4 Election – All Directors will be elected at each Annual General Meeting, or other date the board selects for the rotation of Directors.
4.5 Elections – Elections will be decided by majority vote of the Members in good standing at an Annual General Meeting in accordance with the following:
a One Valid Nomination – Winner declared by acclamation.
b Two or More Valid Nominations – Winner is the nominee receiving the greatest number of votes. In the case of a tie, the nominee receiving the fewest votes will be deleted from the list of nominees and a second vote will be conducted. If there continues to be a tie and more than two nominees, the nominee receiving the fewest votes will be deleted from the list of nominees until their remains only two nominees or a winner is declared. If only two nominees remain and there continues to be a tie, the winner will be decided by the Board by Ordinary Resolution.
4.6 Terms - Directors will serve terms of two (2) years and will hold office until their successors have been duly elected in accordance with these By-laws, unless they resign, are removed from or vacate their office.
Resignation and Removal of Directors
4.7 Resignation - A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. This resignation will become effective the date on which the request is approved by the Board. When a Director who is subject to a disciplinary investigation or action of the Corporation resigns, that Director will nonetheless be subject to any sanctions or suspensions resulting from the disciplinary investigation or action.
4.8 Vacate Office - The office of any Director will be vacated automatically if:
a the Director resigns;
b at the discretion of the Board and without reasonable excuse, the Director is absent from three (3) consecutive meetings of the Board;
c the Director is found by a Court to be of unsound mind;
d the Director becomes bankrupt or suspends payment of debts or compounds with creditors or makes an authorized assignment in bankruptcy or is declared insolvent; or
e The Director dies.
4.9 Removal - An elected Director may be removed by Ordinary Resolution of the Members at an Annual Meeting or Special Meeting, provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting.
Filling a Vacancy on the Board
4.10 Vacancy - Where the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the vacancy for the remainder of the term. Otherwise a Special Meeting is required to elect persons to fill the vacant director positions.
Meetings of the Board
4.11 Call of Meeting - A meeting of the Board will be held at any time and place as determined by the Secretary, or by written requisition of at least three (3) Directors.
4.12 Notice - Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least seven (7) days prior to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence.
4.13 Number of Meetings – The Board will hold at least four (4) meetings per year.
4.15 Quorum – At any meeting of the Board, quorum will be three (3) Directors, needed for the entire duration of the meeting.
4.16 Voting – Each Director is entitled to one vote. Voting will be by a show of hands, written, or orally unless a majority of Directors present request a secret ballot. Resolutions will be passed upon a majority of the votes being in favour of the resolution. In the event of a tie, the resolution is defeated.
4.17 Written Resolutions - A resolution in writing signed by all the Directors is as valid as if it had been passed at a meeting of the Board.
4.18 Closed Meetings – Meetings of the Board will be closed to Members and the public except by invitation of the Board.
4.19 Meetings by Telecommunications - A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting.
Duties of Directors
4.20 Standard of Care – Every Director will:
a act honestly and in good faith with a view to the best interests of the Corporation; and
b exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Powers of the Board
4.21 Powers of the Corporation – Except as otherwise provided in the Act or these By-laws, the Board has the powers of the Corporation and may delegate any of its powers, duties, and functions.
4.22 Empowered – The Board is empowered to:
a make policies and procedures or manage the affairs of the Corporation in accordance with the Act and these By-laws;
b make policies and procedures relating to discipline of Members, and will have the authority to discipline Members in accordance with such policies and procedures;
c make policies and procedures relating to management of disputes within the Corporation and all disputes will be dealt with in accordance with such policies and procedures;
d employ or engage under contract such persons as it deems necessary to carry out the work of the Corporation;
e determine registration procedures, recommend membership dues, and other determine other registration requirements;
f enable the Corporation to receive donations and benefits for the purpose of furthering the objects and purposes of the Corporation;
g make expenditures for the purpose of furthering the objects and purposes of the Corporation;
h borrow money upon the credit of the Corporation as it deems necessary in accordance with these By- laws;
i perform any other duties from time to time as may be in the best interests of the Corporation.
5.1 Composition - The Officers will be comprised of the Co-Chairs, Secretary, and Treasurer.
5.2 Duties - The duties of Officers are as follows:
a Co-Chairs - The Co-Chairs shall preside at all meetings of the Members and the Board, and Committees. The Co-Chairs shall act as the official spokespersons of the Corporation. The Co-Chairs will establish the responsibilities of the Directors and will perform such other duties as may from time to time be determined by the Board.
b Secretary - The Secretary shall attend all meetings of the Members and of the Board, record the minutes of the meeting, and make available such minutes in a format and via a medium as determined by the Board. The Secretary is responsible for giving notice to Members and Directors of all meetings. The Secretary is the custodian of all books and records of the Corporation.
c Treasurer - The Treasurer shall maintain and keep such financial records as are necessary to comply with the Act and other applicable legislation. The Treasurer shall prepare an annual budget and advise the Board on borrowing and investing. The Treasurer will render regular financial statements to the Board and present the budget at the Annual General Meeting or as required by the Members or the Board.
5.3 Delegation of Duties – At the discretion of the Officer and with approval by Ordinary Resolution of the Board, any Officer may delegate any duties of that office to appropriate individuals within the Corporation.
5.4 Removal – An Officer may be removed by Special Resolution of the Board or by Ordinary Resolution of the Members in a meeting, provided the Officer has been given notice of and the opportunity to be present and to be heard at the meeting where such Resolution is put to a vote. If the Officer is removed by the Members, his or her position as a Director will automatically and simultaneously be terminated.
5.5 Vacancy – Where the position of an Officer becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office.
6.1 Appointment of Committees - The Board may appoint such committees as it deems necessary for managing the affairs of the Corporation and may appoint members of committees or provide for the election of members of committees, may prescribe the duties of committees, and may delegate to any Committee any of its powers, duties, and functions.
6.2 Terms of Reference - The Board may establish the terms of reference and operating procedures for all Committees, determine the Chair and members of each Committee, and delegate any of its powers, duties or functions to any Committee.
6.3 Removal - The Board may remove any member of any Committee or any Committee.
6.4 Debts – No Committee will have the authority to incur debts in the name of the Corporation.
7.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year end of the Corporation will be August 31st.
7.2 Bank - The banking business of the Corporation will be conducted at such financial institution as the Board may determine.
7.3 Auditors - At each Annual General Meeting, the Members will appoint an auditor to audit or conduct a review engagement of the books, accounts and records of the Corporation. The auditor will hold office until the next Annual Meeting. The auditor will not be a Director of the Corporation and must be permitted to conduct an audit or review engagement of the Corporation under the Public Accounting Act, 2004, as amended.
7.4 Annual Financial Statements - The Directors will approve financial statements of the Corporation of the last fiscal year of the corporation but not more than six (6) months before the Annual General Meeting and present the approved financial statements before the members at every Annual General Meeting. A copy of the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than twenty-one (21) days before the Annual General Meeting.
7.5 Books and Records - The necessary books and records of the Corporation required by these By-laws or by applicable law will be necessarily and properly kept.
7.6 Signing Authority - Contracts, agreements, powers of attorney, instruments of proxy, documents, reports, or any other instruments in writing to be executed by the Corporation will be executed by at least two (2) of the Officers or other individuals, as designated by the Board. In addition, the Board may direct a manner in which the person or persons by whom any particular instrument or class of instruments may or will be signed.
7.7 High Value Contracts - All financial instruments and contracts with a value larger than $5,000 must be signed by two (2) Officers or other individuals as designated by the Board that hold the signing authority of the Corporation.
7.8 Property - The Corporation may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.
7.9 Borrowing - The Board may from time to time borrow money on the credit of the Corporation;
7.10 No Remuneration - All Directors and members of Committees will serve their term of office without remuneration except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a Committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a Committee will disclose the conflict/potential conflict in accordance with these By-laws.
Conflict of Interest
7.11 Conflict of Interest - A Director or member of a Committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Corporation will disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be, will refrain from voting or speaking in debate on such contract or transaction; will refrain from influencing the decision on such contract or transaction; and will otherwise comply with the requirements of the Act regarding conflict of interest.
8.1 Voting – These By-laws may only be amended, revised, repealed or added to by a resolution of the Directors. Any proposed amendment, revision, repeal or addition to these bylaws will be submitted by the directors to the members at least 30 days prior to an annual general meeting. The voting members may confirm, reject or amend the By-laws by ordinary resolution.
8.2 Effective Date – By-law amendments are effective only after having been confirmed at a meeting of the membership.
9.1 Written Notice - In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, fax, electronic mail or courier to the address of record of the individual, Director, or Member, as applicable.
9.2 Date of Notice - Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post-marked.
9.3 Error in Notice - The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the Meeting.
10.1 Dissolution – The Corporation may be dissolved in accordance with the Act.
10.2 Assets - Upon the dissolution of the Corporation, any funds or assets remaining after paying all debts will be distributed to organizations supporting or promoting similar objectives as the Corporation.
11.1 Will Indemnify - The Corporation will indemnify and hold harmless out of the funds of the Corporation each Director and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Corporation’s request in a similar capacity.
11.2 Will Not Indemnify - The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon him/her under the Act. For further clarity, the Corporation will not indemnify an individual unless:
a The individual acted honestly and in good faith with a view to the best interests of the corporation or other entity, as the case may be; and
b If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.
11.3 Insurance - The Corporation will, at all times, maintain in force such Directors and Officers liability insurance.
12.1 Ratification – These By-laws were ratified by a vote of the Members of the Corporation at a meeting of Members duly called and held on April 14th, 2018.
12.2 Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Corporation repeal all prior By-laws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed By-laws.