Bylaws of the St. Catharines Cycling Club
1. The Head Office of the Corporation shall be in the Region of Niagara, in the Province of Ontario, and at such place therein as the directors may from time to time determine.
BOARD OF DIRECTORS
2. The affairs of the Corporation shall be managed by a board of 7 directors, each of whom at the time of his election or within 10 days thereafter and throughout his term of office shall be a member of the Corporation. Each director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified. The whole board shall be retired at each annual meeting, but shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballot be demanded by any member.
REMOVAL OF DIRECTORS
3. The members of the Corporation may, by resolution passed by at least two thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at the meeting, elect any person in his stead for the remainder of his term.
VACANCIES, BOARD OF DIRECTORS
4.1 Quorum Maintained. Vacancies on the board of directors, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Corporation, if they see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected.
4.2 Quorum Lost. In the event of vacancies on the board of directors resulting in a loss of quorum of directors, the remaining directors shall forthwith call a special meeting of the members to fill the vacancy and if no directors remain in office the meeting may be called by any member.
4.3 Increase in authorized directors. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
QUORUM AND MEETINGS/ BOARD OF DIRECTORS
5.1 A majority of the directors shall form a quorum for the transaction of business. Except as otherwise required by Law the board of directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence.
5.2 Director’s meetings may be formally called by the President, Vice President, or by the Secretary on the direction in writing of two directors. Notice of such meetings shall be delivered, telephoned or telegraphed to each director not less than one day before the meeting is to take place or shall be mailed to each director not less than two days before the meeting is to take place. The statutory declaration of the Secretary or the President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent.
5.3 A director’s meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The directors may consider or transact any business either special or general at any meeting of the board.
5.4 A director’s meeting may be held by such telephone, electronic or other communication facilities as permit all persons participating to communicate with each other simultaneously and instantaneously and any directors participating in such manner shall be deemed to be in attendance at the meeting.
ERRORS IN NOTICE, BOARD OF DIRECTORS
6. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
VOTING, BOARD OF DIRECTORS
7.1 Questions arising at any meeting of directors shall be decided by a majority of votes. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
7.2 In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.
7.3 In the absence of the President his duties shall be performed and the role of Chairman shall be assumed by the Vice President. In the absence of both the President and Vice President the board may from time to time appoint a director to act as Chairman.
8.1 The directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name any kind of contract which the Corporation may lawfully enter into and save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
8.2 Without in any way derogating from the foregoing the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS
9. The directors shall receive no remuneration for acting as such.
OFFICERS OF THE CORPORATION
10. There shall be a President, Vice President, Secretary and Treasurer, all of whom shall also be directors of the Board and elected to their respective offices at each annual meeting pursuant to article 2.
DUTIES OF THE PRESIDENT AND VICE PRESIDENT
11.1 The President shall, when present, chair all meetings of the members of the Corporation and of the board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President with the Secretary or other officer appointed by the board for the purpose shall sign all by-laws and membership certificates.
11.2 During the absence or inability of the President, his duties and powers may be exercised by the Vice President, and if the Vice President, or such other director as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.
DUTIES OF SECRETARY
12. The Secretary shall be ex officio clerk of the board of directors. He shall attend all meetings of the board of directors and record all facts and minutes of the proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to directors. He shall be the custodian of the seal of the Corporation as may exist and all books, papers, records, correspondence, contacts and other documents belonging to the Corporation which he shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution, and shall perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF TREASURER
13. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the board of directors. He shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers therefore and shall render to the board of directors at the regular
meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Corporation. He shall also perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF OTHER OFFICERS
14. The duties of all the other officers of the Corporation shall be such as the directors require of them.
EXECUTION OF DOCUMENTS
15.1 Deeds, transfers, licences, and engagements on behalf of the Corporation shall be signed by either the President or Vice President and by the Secretary or Treasurer and the Secretary shall affix the seal of the Corporation to such instruments as may require the same.
15.2 Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the President, Vice President, Treasurer or by any person authorized by the board.
15.3 The President, Vice President or Secretary, or any person or person from time to time designated by the board of directors may transfer any and all shares, bonds or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
15.4 Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed.
BOOKS AND RECORDS
16. The directors shall see that necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
DIRECTOR and OFFICER LIABILITY INSURANCE
17. The Corporation shall acquire, at its sole expense, such insurance as the board may deem necessary to provide for the indemnification of all officers and directors of the Corporation with respect to any and all liabilities as may arise as a result of the faithful execution of their duties.
18.1 The membership shall consist of such individuals and such other corporations, partnerships and other legal entities as are admitted as members by the board of directors. Each member shall promptly be informed by the Secretary of his admission as a member.
18.2 Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Corporations, partnerships and other legal entities may vote through a duly authorized proxy.
18.3 Members may resign by resignation in writing which shall be effective upon acceptance thereof by the board of directors. In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Corporation prior to acceptance of his resignation.
19. All dues or fees payable by the members shall be fixed by majority vote of the board of directors. The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within 30 days of the date of such notice the members in default shall thereupon automatically cease to be members of the Corporation, but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the board of directors.
ANNUAL AND OTHER GENERAL MEETINGS
20.1 The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint.
20.2 At every annual meeting in addition to any other business that may be transacted, the report of the directors and the financial statement shall be presented and a board of directors elected for the ensuing year. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The board of directors or the President or Vice President shall have power to call at any time a general meeting of the members of the Corporation. No public notice nor advertisement of the members meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by pre-paid mail, email, facsimile or telephone, ten days before the time fixed for the holding of such meeting; provided that any meetings of the members may be held at any time and place without such notice if all the members of the Corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the Corporation at annual or general meetings may transact.
ERROR OR OMISSION IN NOTICE
21. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the Corporation.
22. Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which the adjournment took place. No notice
shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
23. A quorum for the transaction of business at any meeting of members shall consist of a majority of the members present in person or represented by proxy; provided that in no case can any meeting be held unless there are 2 members present in person.
VOTING OF MEMBERS
24.1 Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one vote and he may vote by proxy. Such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the Corporation unless he has paid all dues or fees, if any, then payable by him.
24.2 At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairman that resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the members present in person or by proxy, and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled to a second or casting vote.
25. Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on the day of in each year.
26. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board or directors and any one of such officers or agents may alone endorse notes and drafts for collection account of the Corporation through its
bankers, and endorse notes and cheques for deposit with the Corporation’s bankers for the credit of the Corporation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Corporation by using the Corporation’s rubber stamp for the purpose. Any such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bankers and may receive all paid cheques and vouchers and sign all the banks forms or settlement of balances and release or verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
27. The securities of the Corporation may be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written
order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institutions which may be selected as custodians by the board of directors shall be fully protected in acting in accordance with directions of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
28. Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the letters patent, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid air or ordinary mail, or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication or by electronic communication. A notice so delivered shall be deemed to have been given when it is delivered personally or at the recorded address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch; any notice sent by electronic communication shall be deemed to have been given when transmitted. The Secretary may change or cause to be changed the recorded address of any member, director, officer or auditor in accordance with any information believed by him to be reliable.
29. The directors may from time to time:
(a) borrow money on the credit of the Corporation; or
(b) issue, sell or pledge securities of the Corporation; or
(c) charge, mortgage, hypothecate or pledge all 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 any debt, or any other obligation or liability of the Corporation. From time to time the directors may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
30. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
Passed by the board of directors this __ day of December, 2016.