ARTICLE I GENERAL
1.1 Purpose – These By-Laws relate to the general conduct of the affairs of the Toronto Beaches Lacrosse Club (“TBLC”), a volunteer-driven entity with the mission of organizing and promoting the sport of lacrosse and each of its variations.
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 or entity appointed by the Members at the Annual General Meeting to audit the books, accounts, and records of TBLC for a report to the Members at the next Annual General Meeting in accordance with the Act.
c) Board – the Board of Directors of TBLC.
d) Days – days including weekends and holidays.
e) Director – an individual elected or appointed to serve on the Board pursuant to these By-Laws.
f) Officer – an individual elected or appointed to serve as an Officer of TBLC pursuant to these By-Laws.
g) Ordinary Resolution – a resolution passed by a majority of the votes cast on that resolution.
h) Special Resolution – a resolution passed by not less than two-thirds of the votes cast on that resolution or signed by all the voting Members entitled to vote on that resolution.
1.3 Registered Office – The registered office of TBLC shall be located within the Province of Ontario.
1.4 Corporate Seal – TBLC may have a corporate seal, which may be adopted and may be changed by Ordinary Resolution of the Board.
1.5 No Gain for Members – TBLC shall be carried on without the purpose of gain for its Members and any profits or other accretions to TBLC shall be used in promoting its objects.
1.6 Ruling on By-Laws – Except as provided in the Act, the Board shall 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 TBLC.
1.7 Conduct of Meetings – Unless otherwise specified in these By-Laws, meetings of Members and meetings of the Board shall be conducted according to Robert’s Rules of Order (current edition).
1.8 Interpretation – Words importing the singular shall include the plural and vice versa, words importing the masculine shall include the feminine and vice versa, and words importing persons shall include bodies corporate. Words importing an organization name, title, or program shall include any successor organizational name, title, or program.
ARTICLE II MEMBERSHIP
2.1 Member – A Member is any individual, who is a participant, parent or legal guardian of a participant, coach, official, referee, or administrator, who is registered with TBLC and has who agreed to abide by TBLC’s By-Laws, policies, procedures, rules and regulations.
Admission and Renewal of Members
2.2 Admission of Members – Any candidate shall be admitted as a Member or renewed as a Member if:
a) The candidate member makes an application for membership in a manner prescribed by TBLC;
b) The candidate member was at any time previously a Member, the candidate member was a Member in good standing at the time of ceasing to be a Member;
c) The candidate member has paid dues as may be prescribed by the Board;
d) The candidate member agrees to uphold and comply with TBLC’s governing documents;
e) The candidate member meets any other condition of membership determined by the Board;
f) The candidate member has met the applicable definition listed in Section 2.1; and
g) The candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.
Membership Dues and Duration
2.3 Year – Unless otherwise determined by the Board, the membership year of TBLC shall be January 1st to December 31st.
2.4 Dues – Membership dues, if any, shall be determined annually by the Board.
2.5 Duration – Membership duration is accorded on an annual basis and Members shall re-apply for membership annually.
2.6 Deadline – Members shall be notified in writing of the membership dues at any time payable, and if the membership dues are not paid within sixty (60) days of the membership renewal date or notice of default, the Member in default shall automatically cease to be a Member of TBLC.
Transfer, Suspension, and Termination of Membership
2.7 Transfer – Membership in TBLC is non-transferable.
2.8 Suspension – A Member may be suspended, pending the outcome of a discipline hearing in accordance with TBLC’s policies related to discipline, or by Special Resolution of the Board at a meeting of the Board provided the Member has been given notice of and the opportunity to be heard at such meeting.
2.9 Termination – Membership in TBLC shall terminate immediately upon:
a) The expiration of the Member’s annual membership, unless renewed in accordance with these By-Laws;
b) The Member fails to maintain any of the qualifications or conditions of membership described in Section 2.1 or 2.2 of these By-Laws;
c) Resignation by the Member by giving written notice to TBLC;
d) A decision made by a panel in accordance with TBLC’s applicable discipline policies;
e) Dissolution of TBLC;
f) The Member’s death; or
g) By Ordinary Resolution of the Board or of the Members at a duly called meeting, provided fifteen (15) days notice is given and the Member is provided with reasons and the opportunity to be heard. Notice shall set out the reasons for termination of membership and the member receiving the notice shall be entitled to submit a written submission opposing the termination.
2.10 May Not Resign – A Member may not resign from TBLC when the Member is subject to disciplinary investigation or action of TBLC.
2.11 Arrears – A Member shall be expelled from TBLC for failing to pay membership dues or monies owed to TBLC by the deadline dates prescribed by TBLC. Any dues, subscriptions, or other monies owed to TBLC by suspended or expelled Members shall remain due.
2.12 Discipline – In addition to expulsion for failure to pay membership dues, a Member may be disciplined in accordance with TBLC’s policies and procedures relating to the discipline of Members.
Good Standing
2.13 Definition – A Member shall be in good standing provided that the Member:
a) Has not ceased to be a Member;
b) Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
c) Has completed and remitted all documents as required by TBLC;
d) Has complied with the By-Laws, Code of Conduct, policies, and rules of TBLC;
e) Is not subject to a disciplinary investigation or action by TBLC, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
f) Has paid all required membership dues.
2.14 Privileges of Good Standing – Subject to these By-Laws and other governing documents of TBLC, Members in good standing may be entitled to the following privileges:
a) To serve as a Director or Officer of TBLC;
b) To be a member of a Committee of TBLC;
c) To attend, participate, and vote at meetings of the Members;
d) To participate in TBLC’s activities; and
e) To participate in other events associated with TBLC.
2.15 Cease to be in Good Standing – Members who cease to be in good standing, as determined by the Board or a Disciplinary Panel shall not be entitled to vote at meetings of the Members or be entitled to the benefits and privileges of membership until such time as the Board is satisfied that the Member has met the definition of good standing.
ARTICLE III MEETINGS OF MEMBERS
3.1 Annual General Meeting – TBLC shall hold meetings of Members at such date, time and place as determined by the Board within the Province of Ontario. The Annual General Meeting shall be held within fifteen (15) months of the last Annual General Meeting and within six (6) months of TBLC’s fiscal year end. Any Member, upon request, shall 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 or review engagement report.
3.2 Special General Meeting – A Special General Meeting of the Members may be called at any time by Ordinary Resolution of the Board or upon the written requisition of ten percent (10%) or more of the Members for any purpose connected with the affairs of TBLC 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 Participation/Holding by Electronic Means – Any person entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting if TBLC makes such means available. A person so participating in a meeting is deemed to be present at the meeting. The Directors or Members, as the case may be, may determine that the meeting be held entirely by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting.
3.4 Notice – Written or electronic notice of the date of the Annual General Meeting of the Members shall be given to all Members in good standing, Directors, and the Auditor (if applicable) at least ten (10) days and not more than fifty (50) days prior to the date of the meeting. Notice shall contain a reminder of the right to vote by proxy or by absentee ballot, a proposed agenda, reasonable information to permit Members to make informed decisions, nominations of Directors, and the text of any resolutions or amendments to be decided.
3.5 Waiver of Notice – Any person who is entitled to notice of a meeting of the Members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called in accordance with these By-Laws.
3.6 Error or Omission in Giving Notice – No error or omission in giving notice of any meeting of the Members shall invalidate the meeting or make void any proceedings taken at the meeting.
3.7 New Business – No other item of business shall 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 sixty (60) days prior to the meeting of the Members in accordance with procedures as approved by the Board. Copies of all such proposals together with copies of any amendments thereto then proposed by the Board and copies of all resolutions put forward by the Board shall be sent to all Members with the agenda and the notice calling an Annual General Meeting.
3.8 Quorum – Twenty-one (21) voting Members present or by proxy shall 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 shall be closed to the public except by invitation of the Board.
3.10 Agenda – The agenda for the Annual General Meeting may include:
a) Call to order by the Chair or Acting Chair of the Board
b) Establishment of quorum
c) Appointment of scrutineers (if necessary)
d) Approval of the agenda
e) Approval of minutes of the previous Annual General Meeting
f) Presentation of reports, including the Treasurer’s report on the financial position of TBLC
g) Report of Auditors (if any)
h) Appointment of Auditors (if any)
i) Business as specified in the meeting notice
j) Election of new Directors
k) Adjournment
3.11 Scrutineers – At the beginning of each meeting, the Board may appoint one or more scrutineers who shall be responsible for ensuring that votes are properly cast and counted.
3.12 Adjournments – With the majority consent of the Members present and quorum is ascertained, the Members may adjourn a meeting of Members and no notice is required for continuation of the meeting, if the meeting is held within thirty (30) days. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
3.13 Attendance – The only persons entitled to attend a meeting of the Members are the Members, the Directors, the auditors of TBLC (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
Voting at Meetings of Members
3.14 Voting Rights – Members shall have one vote each. The Chair of the AGM shall not vote unless there is a tie.
3.15 Eligibility of Votes – On a specific date, the Board shall determine the list of Members who are eligible to vote at a meeting of the Members. The date shall be no more than ten (10) days prior to the meeting.
3.16 Delegates – Members shall appoint in writing (inclusive of electronic notice) to TBLC, seven (7) days prior to the meeting of Members, the name of the Delegate(s) to represent the Member. Delegates must be at least eighteen years of age, of sound mind, and be acting as the Member’s representative.
3.17 Voting on Fundamental Changes – Each Member shall be permitted to vote on fundamental changes affecting TBLC.
3.18 Absentee Voting – A Member may vote in writing in advance of the meeting of the Members on published proposed resolutions and for the election of Directors by so indicating the vote to the Secretary prior to the vote being taken.
3.19 Voting by Mail or Electronic Means – A Member may vote by mail, or by telephonic or electronic means if:
a) TBLC has made available a procedure that permits voting by mail, telephonic, or electronic means;
b) The votes may be verified as having been made by the Member entitled to vote; and
c) TBLC is not able to identify how each Member voted.
3.20 Determination of Votes – Votes shall be determined by a show of hands, orally or electronic ballot, except in the case of elections which require a secret ballot, unless a secret or recorded ballot is requested by a Member.
3.21 Majority of Votes – Except as otherwise provided in these By-Laws, the majority of votes shall decide each issue. In the case of a tie, the President of TBLC (or designate) shall cast the deciding vote.
3.22 Written Resolution – A resolution signed by all the Members entitled to vote on that resolution at a meeting of the Members is as valid as if it had been passed at a meeting of the Members.
ARTICLE IV GOVERNANCE
Composition of the Board
4.1 Directors – The Board shall consist of not less than twelve (12) Directors.
4.2 Composition of the Board – The Board shall consist of the following:
a) 1 President
b) 5 Vice-Presidents of each of the following: Treasurer, Girls & Womens Lacrosse, Rep Box Lacrosse, Rep Field Lacrosse and House League Box Lacrosse
c) Directors-at-Large
Their roles, terms and accountabilities shall be as set out in Appendix “A”. Notwithstanding the foregoing, the Board may create positions to effectively advance the interests of TBLC.
Eligibility 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 and a resident of Ontario;
b) Not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;
c) Have the power under law to contract; and
d) Have not been declared incapable by a court in Canada or in another country.
Election of Directors
4.4 Nominations Committee – The Board shall appoint a Nominations Committee. The Nominations Committee shall be responsible to solicit and receive nominations for the election of the Directors.
4.5 Nomination – Any nomination of an individual for election as a Director shall:
a) Include the written consent of the nominee by signed or electronic signature;
b) Comply with the procedures established by the Nominations Committee; and
c) Be submitted to the Registered Office of TBLC at or prior to the Annual General Meeting. This timeline may be extended by Ordinary Resolution of the Board.
4.6 Incumbents – Current Directors wishing to be re-elected are not subject to nomination but must notify the Board of their interest in re-election seven (7) days prior to the Annual General Meeting.
4.7 Nominations from the Floor – An individual may be nominated from the floor of the meeting where an Incumbent has announced that s/he will not seek re-election. If the Incumbent is seeking re-election, then the candidate must notify the Board 5 days prior to the Meeting of his/her intention to contest.
4.8 Circulation of Nominations – Valid nominations shall be circulated to Members at the Annual General Meeting prior to the elections.
4.9 Election – Approximately half the Directors with 2-year terms shall be elected or re-elected at each Annual General Meeting. The intention of this provision is to preserve continuity and minimize the possibility of a disruptive turnover.
4.10 Election – At each meeting of the Members at which elections are held, elections shall be held for any Director position for which the incumbent Director’s term is expiring and/or any Director position that is vacant.
4.11 Elections – Elections for each non-Director-at-Large position shall be decided by Ordinary Resolution of the Members in accordance with the following:
a) One Valid Nomination – Winner elected by Ordinary Resolution.
b) Two or More Valid Nominations – The nominee(s) receiving the greatest number of votes shall be elected. In the case of a tie, the nominee receiving the fewest votes shall be deleted from the list of nominees and a second vote shall be conducted. If there continues to be a tie and more nominees than positions, the nominee receiving the fewest votes shall be deleted from the list of nominees until there remains the appropriate number of nominees for the position(s) or until a winner is declared. If there continues to be a tie then the winner(s) shall be declared by Ordinary Resolution of the Board.
4.12 Director-at-Large Elections – Elections for Director-at-Large positions shall be decided by Ordinary Resolution of the Members in accordance with the following:
a) Equal number of Nominations and Available Positions – Winners elected by Ordinary Resolution.
c) More Nominations than Available Positions – The nominee(s) with the highest number of votes shall fill the available positions until the all the available positions have been filled. In the case of a tie for the final available position, a second vote shall be conducted between the tied nominees. If the second vote is also a tie, the Board shall declare a winner by Ordinary Resolution.
4.13 Terms – Unless specified otherwise, Directors shall serve terms of two (2) years and shall hold office until they or their successors have been duly elected in accordance with these By-Laws, unless they resign, are removed from or vacate their office.
Resignation and Removal of Directors
4.14 Resignation – A Director may resign from the Board at any time by presenting their notice of resignation to the Board. This resignation shall become effective the date on which the notice is received by the Secretary or at the time specified in the notice, whichever is later. When a Director who is subject to a disciplinary investigation or action of TBLC resigns, that Director shall nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.
4.15 Vacate Office – The office of any Director shall be vacated automatically if:
a) The Director no longer becomes eligible to serve as a Director;
b) The Director resigns;
c) The Director is found to be incapable of managing property by a court or under Ontario law;
d) The Director is found by a court to be of unsound mind;
e) The Director charged and/or convicted of any criminal offence related to the position;
f) 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
g) The Director dies.
4.16 Removal – An elected Director may be removed by Ordinary Resolution of the Members at an Annual General Meeting or Special General 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. Unless otherwise determined by the Board, the absence of a Director from 3 consecutive Board Meetings or 4 in a year shall be deemed to be a resignation from the Board by such Director.
4.17 Return of Property – Any Board Member who shall resign, be suspended or terminated shall immediately return to TBLC all books or other property of TBLC which s/he may have in their care.
Filling a Vacancy on the Board
4.18 Vacancy – When 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.
Meetings of the Board
4.19 Call of Meeting – A meeting of the Board shall be held at any time and place as determined by the President or by written requisition of at least two (2) Directors.
4.20 Chair – The President shall be the Chair of all Board meetings unless designated by the President. In the absence of the President, or if the meeting of the Board was not called by the President, a Vice President (or designate) shall be the Chair of the meeting.
4.21 Notice – Written notice of meetings of the Board shall be given to all Directors 2 days prior to the scheduled meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual General Meeting of TBLC.
4.22 Board Meeting With New Directors – For a first meeting of the Board held immediately following the election of Directors at a meeting of the Members, or for a meeting of the Board at which a Director is appointed to fill a vacancy on the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director(s).
4.23 Number of Meetings – The Board shall hold at least ten (10) meetings per year.
4.24 Quorum – At any meeting of the Board, quorum shall be satisfied by the attendance of 50% or more of the Directors.
4.25 Voting – Each Director is entitled to one vote. Voting shall be by a show of hands, written, or orally unless a majority of Directors present request a secret ballot. Resolutions shall be passed by Ordinary Resolution. The Chair shall not vote unless there is an equality of votes.
4.26 No Alternate Directors – No person shall act for an absent Director at a meeting of directors.
4.27 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.
4.28 In-Camera Meetings – The Board may, by Ordinary Resolution, consider business in-camera if the business deals with:
a) Discipline of any Director or Member;
b) Expulsion or suspension of any person from any office of TBLC, or of any organization from membership in TBLC;
c) Recruitment and employment of personnel;
d) Acquisition of property or other contractual arrangements; or
e) Preparation or planning for the presentation of a competitive bid, quote, or similar activity.
4.29 Closed Meetings – Meetings of the Board shall be closed to Members and the public except by invitation of the Board.
4.30 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
4.31 Standard of Care – Every Director shall:
a) Act honestly and in good faith with a view to the best interests of TBLC; and
b) Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
c) Assert any conflict of interest that may exist at the outset of each meeting where the Director is aware of the existence of a conflict.
Powers of the Board
4.32 Powers of TBLC – Except as otherwise provided in the Act or these By-Laws, the Board has the powers of TBLC and may delegate any of its powers, duties, and functions.
4.33 Empowered – The Board is empowered, including but not limited to:
a) Make policies and procedures or manage the affairs of TBLC in accordance with the Act and these By-Laws;
b) Make policies and procedures relating to the discipline of Members, and have the authority to discipline Members in accordance with such policies and procedures;
c) Make policies and procedures relating to the management of disputes within TBLC and deal with disputes 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 TBLC;
e) Determine registration procedures, recommend membership dues, and determine other registration requirements;
f) Enable TBLC to receive donations and benefits for the purpose of furthering the objects and purposes of TBLC;
g) Make expenditures for the purpose of furthering the objects and purposes of TBLC;
h) Borrow money upon the credit of TBLC as it deems necessary in accordance with these By-Laws; and
i) Perform any other duties from time to time as may be in the best interests of TBLC.
ARTICLE V OFFICERS
5.1 Composition – The Officers shall be comprised of the President, Vice Presidents, Secretary, and Treasurer.
5.2 Term – The term of the Officers shall be one (1) year or until their successors are elected or appointed.
5.3 Election – The Board shall elect all officers of TBLC. Unless the Board determines otherwise, the President, Vice Presidents, Secretary and Treasurer, as elected at the Annual General Meeting, shall assume their roles immediately.
5.4 Voting – Elections shall be decided by majority vote of the Directors 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, a runoff vote shall be conducted. Only those nominees who were tied for the position shall appear on the ballot. The nominee receiving the greatest number of votes shall be declared the winner. Additional runoff votes may occur if required.
5.5 Duties – The duties of Officers are set out in Appendix “A” and include, but are not limited to, as follows:
a) The President shall be the Chair of the Board, shall preside at the Annual and Special General Meetings of TBLC and at meetings of the Board unless otherwise designated, shall be the official spokesperson of TBLC, and shall perform such other duties as may from time to time be established by the Board.
b) The Vice President(s) shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as may from time to time be established by the Board. At the beginning of each program season, the Vice-President(s) shall, in consultation with the Treasurer, prepare a detailed budget to be reviewed and approved by the President and the Treasurer.
c) The Secretary shall be responsible for the documentation of all amendments to TBLC’s By-Laws, shall ensure that all official documents and records of TBLC are properly kept, cause to be recorded the minutes of all meetings, shall prepare and submit to each Meeting of the Members and other meetings a report of all activities since the previous Meeting of the Members or other meetings, shall give due notice to all Members of the Meeting of the Members of TBLC, and shall perform such other duties as may from time to time be established by the Board.
d) The Treasurer shall, subject to the powers and duties of the Board, keep proper accounting records as required by the Act, shall cause to be deposited all monies received by TBLC in TBLC’s bank account, shall supervise the management and the disbursement of funds of TBLC, when required shall provide the Board with an account of financial transactions and the financial position of TBLC, shall prepare annual budgets, shall oversee and shall perform such other duties as may from time to time be established by the Board.
5.6 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 staff or committee of TBLC.
5.7 Multiple Positions – With the exception of the position of President, a Director may hold multiple Officer positions.
5.8 Removal – An Officer may be removed by Ordinary Resolution at a meeting of the Board or of the Members, provided the Officer has been given notice of and the opportunity to be present and to be heard at the meeting where such Ordinary Resolution is put to a vote. If the Officer is removed by the Members, their position as a Director shall automatically and simultaneously be terminated.
5.9 Vacancy – Where the position of an Officer, excluding the President, becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office. If the President position becomes vacant, the Vice-President shall become President and the Board may appoint a replacement for the position of Vice-President from among the Directors.
5.10 Other Officers – The Board may determine other Officer positions and appoint individuals to fill those positions. Other Officers need not be Directors.
ARTICLE VI COMMITTEES
6.1 Appointment of Committees – The Board may appoint such committees as it deems necessary for managing the affairs of TBLC and may appoint members of committees or provide for the election of members of committees, may prescribe the duties and terms of reference of committees, and may delegate to any Committee any of its powers, duties, and functions.
6.2 Vacancy – When a vacancy occurs on any Committee, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Committee’s term.
6.3 President Ex-officio – The President shall be an ex-officio and non-voting member of all Committees of TBLC.
6.4 Removal – The Board may remove any member of any Committee.
6.5 Debts – No Committee shall have the authority to incur debts in the name of TBLC.
ARTICLE VII FINANCE AND MANAGEMENT
7.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of TBLC shall be October 1st to September 30th.
7.2 Bank – The banking business of TBLC shall be conducted at such financial institution as the Board may determine.
7.3 Auditors – At each Annual General Meeting the Members may appoint an auditor to audit or conduct a review engagement of the books, accounts and records of TBLC in accordance with the Act. The auditor shall hold office until the next Annual General Meeting. The auditor shall not be an employee, Officer, or Director of TBLC and must be permitted to conduct an audit or review engagement of TBLC under the Public Accounting Act, 2004, as amended.
7.4 Annual Financial Statements (If Applicable) – If applicable, the Directors shall approve financial statements (evidenced by signature of one or more Directors) of TBLC of the last fiscal year of TBLC 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 shall be provided to any Member requesting a copy of the Financial Statements not less than twenty-one (21) days before the Annual General Meeting. The Financial Statements shall include:
a) The financial statements
b) The auditor’s report
c) Any further information respecting the financial position of TBLC
7.5 Books and Records – The necessary books and records of TBLC required by these By-Laws or by applicable law shall be necessarily and properly kept. The books and records include, but are not limited to:
a) TBLC’s articles and By-Laws;
b) The minutes of meetings of the Members and of any committee of Members;
c) The resolutions of the Members and of any committee of Members;
d) The minutes of meetings of the Directors or any committee of Directors;
e) The resolutions of the Directors and of any committee of Directors;
f) A register of Directors;
g) A register of Officers;
h) A register of Members; and
i) Account records adequate to enable the Directors to ascertain the financial position of TBLC on a quarterly basis.
7.7 Signing Authority – Contracts, agreements, deeds, leases, mortgages, charges, conveyances, transfers and assignments of property, leases and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures, or other securities, agencies, powers of attorney, instruments of proxy, voting certificates, returns, documents, reports, or any other instruments in writing to be executed by TBLC shall be executed by two individuals who are (1) the Treasurer or the President, and (2) the President, Treasurer or a Vice-President(s) or other individual 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 shall be signed. Non-budget disbursements shall not exceed $1,000.00 and shall be disclosed in a report to the Board of Directors at its next meeting. In the event that an emergency disbursement which exceeds $5000.00 is deemed necessary by a Director, express written consent by the Treasurer and the President shall be obtained prior to the disbursement and shall be disclosed in a report to the Board at its next meeting.
7.6 High Value Contracts – All financial instruments and contracts with a value larger than $10,000 must be signed by the President and the Treasurer or other individuals as designated by the Board that hold the signing authority of TBLC.
7.7 Property – TBLC 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. TBLC has the power to accept donations, gifts, legacies and bequests.
7.8 Borrowing – TBLC may borrow funds under such terms and conditions as the Board may determine upon a two thirds majority, as permitted by the Act.
7.10 Borrowing Restriction – The Members may, by Special Resolution, restrict the borrowing powers of the Board but a restriction so imposed expires at the next Annual General Meeting.
Remuneration
7.9 No Remuneration – All Directors, Officers and members of Committees shall serve their term of office without remuneration (unless approved by at a meeting of Members) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a Committee from providing goods or services to TBLC under contract or for purchase. Any Director or member of a Committee shall disclose the conflict/potential conflict in accordance with these By-Laws. Notwithstanding any of the foregoing, TBLC may remunerate the Club Administrator.
Conflict of Interest
7.10 Conflict of Interest – A Director, Officer or member of a Committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with TBLC shall disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be, shall refrain from voting or speaking in debate on such contract or transaction, shall refrain from influencing the decision on such contract or transaction, and shall otherwise comply with the requirements of the Act regarding conflict of interest.
ARTICLE VIII AMENDMENT OF BY-LAWS
8.1 Voting – These By-Laws may only be amended, revised, repealed or added to:
a) Under the jurisdiction of the Ontario Corporations Act, by a Special Resolution at a meeting duly called to amend, revise or repeal these By-Laws. Any amendments, revisions, addition or deletions shall be effective immediately unless otherwise specified.
b) Under the jurisdiction of the Ontario Not-for-Profit Corporations Act:
i. By Ordinary Resolution of the Board. Any By-Laws amendments shall be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the Members may confirm, reject or amend the By-Laws by Ordinary Resolution.
ii. By a Member entitled to vote who may make a proposal to make, amend, or repeal a By-Law in accordance with the Act which requires at least sixty (60) days’ notice. Any By-Laws amendments shall be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-Laws by Ordinary Resolution.
8.2 Effective Date – By-Laws amendments are effective from the date of the resolution of the Directors unless rejected or amended by the voting Members at a meeting of the Members.
ARTICLE IX NOTICE
9.1 Written Notice – In these By-Laws, written notice shall mean notice which is hand-delivered or provided by mail, fax, electronic mail or courier to the address of record of the individual, Director, Officer, or Member, as applicable.
9.2 Date of Notice – Date of notice shall 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 shall not invalidate any action taken at the Meeting.
ARTICLE X DISSOLUTION
10.1 Dissolution – TBLC may be dissolved in accordance with the Act. TBLC shall not be dissolved unless all liabilities have been discharged and a motion has been passed by a majority of votes recorded at a General meeting convened for the purpose of dissolving the Club. Upon dissolution, surplus money shall be donated to a charitable organization, decided by a majority at the general meeting, which carries out its work solely in Ontario.
ARTICLE XI INDEMNIFICATION
11.1 Shall Indemnify – TBLC shall indemnify and hold harmless out of the funds of TBLC each Director and any individual who acts at TBLC’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 TBLC’s request in a similar capacity.
11.2 Shall Not Indemnify – TBLC shall not indemnify a Director or any individual who acts at TBLC’s request in a similar capacity for acts of fraud, dishonesty, bad faith, willful blindness, breach of any statutory duty or responsibility imposed upon them under the Act. For further clarity, TBLC shall not indemnify an individual unless:
a) The individual acted honestly and in good faith with a view to the best interests of TBLC; 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 their conduct was lawful.
11.3 Insurance – TBLC shall, at all times, maintain in force Directors and Officers liability insurance.
ARTICLE XII FUNDAMENTAL CHANGES
12.1 Fundamental Changes – Under the jurisdiction of the Ontario Not-for-Profit Corporations Act, a Special Resolution of all Members (whether voting or non-voting) is required to make the following fundamental changes to the By-Laws or articles of TBLC. Fundamental Changes are defined as follows:
a) Change TBLC’s name;
b) Add, change or remove any restriction on the activities that TBLC may carry on;
c) Create a new category of Members;
d) Change a condition required for being a Member;
e) Change the designation of any category of Members or add, change or remove any rights and conditions of any such category;
f) Divide any category of Members into two or more categories and fix the rights and conditions of each category;
g) Add, change or remove a provision respecting the transfer of a membership;
h) Increase or decrease the number of, or the minimum or maximum number of, Directors;
i) Change the purposes of TBLC;
j) Change to whom the property remaining on liquidation after the discharge of any liabilities of TBLC is to be distributed;
k) Change the manner of giving notice to Members entitled to vote at a meeting of Members;
l) Change the method of voting by Members not in attendance at a meeting of the Members; or
m) Add, change or remove any other provision that is permitted by the Act.
ARTICLE XIII ADOPTION OF THESE BY-LAWS
13.1 Ratification – These By-Laws were ratified by a Special Resolution vote of the Members of TBLC at a meeting of Members duly called and held on October 16, 2024.
13.2 Repeal of Prior By-Laws – In ratifying these By-Laws, the Members of TBLC repeal all prior By-Laws of TBLC provided that such repeal does not impair the validity of any action done pursuant to the repealed By-Laws.
