Bylaw No. 1(B) Effective May 27, 2021
A GENERAL BYLAW RELATING TO THE AFFAIRS OF THE
ALLISTON CURLING CLUB
1. Head Office
The Head Office of the Corporation shall be in the Town of New Tecumseth,
County of Simcoe in the Province of Ontario, and at such place therein as the
Directors may from time to time determine.
2. Board of Directors
a) The affairs of the Corporation shall be managed by a Board of Directors
(the “Board”) of not less than seven (7) Directors and not more than
fourteen (14) Directors, each of whom at the time of their election or within
10 days thereafter and throughout their term of office shall be a member of
the Corporation.
b) The Board shall appoint the following Officers comprising the Executive
Committee of the Corporation:
i) The President;
ii) The Vice-President;
iii) The Treasurer;
iv) The Secretary;
And the Board, at its discretion, may appoint such other Directors to roles
as it deems advisable, including but not limited to:
v) The Property Chair;
vi) The Bar Chair;
vii) Membership Chair;
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viii) The Rental Chair;
ix) The Advertising & Marketing Chair;
x) The Risk Management Chair (previously Health & Safety);
xi) The Ice Chair;
xii) The Immediate Past President of the Corporation.
c) i) The Board, shall be elected by the Voting Members of the Corporation
by ordinary resolution and shall hold office for two years. One half of the
Members of the Board shall be retired at each Annual General Meeting
(“AGM”), but shall be eligible for re-election for a maximum of three
additional terms. The election may be by a vote in the usual way by assent
or dissent unless a ballot be demanded by any member. As much as
possible, there should be diversity on the Board.
ii) Unless the Board decides otherwise, the Vice-President shall be
appointed to serve as the President of the Corporation during the second
year of their term as a Director of the Corporation, and the President shall
serve as Past President on the Board in the year following their term as
President and be entitled to a vote.
iii) The Secretary and Treasurer shall be chosen annually by the Board
from among the Directors of the Corporation at a Board meeting held
immediately after the AGM of the Corporation. Committee Chair roles will
also be decided at this Board meeting or as soon as possible thereafter.
iv) The Executive of the Board may reappoint responsibilities among the
Board to remedy any vacancies or duty performance issues as may arise.
d) The voting Members of the Corporation may, by resolution passed by at
least two-thirds of the votes cast at an AGM of which notice specifying the
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intention to pass such resolution has been given, remove any Director
before the expiration of their term of office, and may, by a majority of the
votes cast at that meeting, elect any person in their stead for the
remainder of their term.
3. Vacancies – Board of Directors
Vacancies on the Board, however caused, may so long as a quorum (being a
majority in number) of Directors remain in office, be filled by the Directors if they
shall see fit to do so. Otherwise such vacancy shall be filled at the next AGM of
the Members at which the Directors for the ensuing year are elected. If there is
not a quorum of Directors, the remaining Directors shall forthwith call a meeting
of the Members to fill the vacancy.
4. Quorum and Meetings – Board of Directors
A quorum of the Directors is necessary for the transaction of business at a Board
meeting. A quorum for a meeting of directors called for the purposes of
discussing the transaction of business of the Corporation shall be fifty (50%)
percent of the directors, plus one (1) director. Except as otherwise required by
law, the Board may hold its meetings at such place or places as it may from time
to time determine including virtual/video/audio conference calls. No formal notice
of meetings 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. Notice of
any such meeting shall be delivered by electronic means. Board meetings may
be formally called by the President or Vice-President or by the Secretary on
direction of the President or Vice-President, or by the Secretary on direction in
writing of two Directors. Notice of such meetings shall be provided to each
Director not less than one (1) week before the meeting is to take place. The
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statutory declaration of the Secretary or President that notice has been given
pursuant to this bylaw 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. A Board meeting may also be held, without notice, immediately
following the AGM of the Corporation. The Board may consider or transact any
business either special or general at any meeting of the Board.
5. Errors in Notice – Board of Directors
No error or omission in giving such notice for a meeting of the Board shall
invalidate such meeting or invalidate or make void any proceedings taken or had
at such meeting and any Director may at a time waive notice of any such meeting
and may ratify and approve of any or all proceedings taken or had thereat.
6. Voting- Board of Directors
Questions arising at any meeting of the Board shall be decided by a majority of
votes. Each Director is entitled to one vote in each question. No proxy voting is
permitted. In the case of an equality of votes, the President, in addition their
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. A
declaration by the President 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 favor
of or against such resolution. In the absence of the President, their duties may
be performed by the Vice-President or such other Director as the Board may
from time to time appoint for the purpose.
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7. Powers
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. All Members of the Board must adhere to the
provisions set forth in the Duties of the Board Members (defined in Section 9), as
specified by majority vote of Voting Members.
8. Remuneration of Directors
The Directors shall receive no remuneration for their activity in the service of the
Corporation.
9. Duties of the Officers
9.1 President
The President shall be charged with the general management and
supervision of the affairs of the Corporation. The President shall evaluate
the effectiveness of the Board in serving the interests of the Corporation and
may make recommendations to the Board and / or general Membership in
order to better serve the interests of the Corporation.
9.2 Vice President
During the absence or inability of the President, their duties and powers
may be exercised by the Vice-President, and if the Vice-President, or such
other Directors 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.
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9.3 Secretary
The Secretary shall be clerk of the Board. They shall attend all meetings of
the Board and record all facts and minutes of all proceedings in the books
kept for that purpose. They shall give all notices required to be given to
Members and Directors. They shall be the custodian of all books, papers,
records, correspondence, contracts and other documents belonging to the
Corporation which they shall deliver up only when authorized by a resolution
of the Board to do so and to such person or persons as may be named in
the resolution. They shall perform such other duties as may from time to
time be determined by the Board.
9.4 Treasurer
The 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. They shall disburse the funds of the Corporation
under the direction of the Board, taking proper vouchers therefore and shall
render to the Board at the regular meetings thereof or whenever required,
an account of all They transactions as Treasurer and of the financial
position of the Corporation. They shall also perform such other duties as
may from time to time be determined by the Board.
9.5 Other Directors
Directors will serve as Committee Chairs. The duties of other Directors shall
be such as the terms of their engagement call for or the Board requires of
them. All members of the Board will be voting Members in good standing.
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10. Removal of Officers
The Board may, in its sole discretion, remove any Officer, by vote of the majority
of Officers prior to the expiration of their term and replace them with another
Director.
11. Execution of Documents
Provided that the Board has given prior approvals, then any deeds, transfers,
licenses, contracts and engagements outside if the ordinary course, on behalf of
the Corporation, shall be signed by either the President or Vice-President and by
the Secretary. Contracts in the ordinary course of the Corporation’s business and
operations may be entered into on behalf of the Corporation by any two of the
Officers or any other person authorized by the Board. Any two of the Officers
from time to time designated by the Board may transfer any and all 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 transfer of bonds or other securities from
time to time transferred to the Corporation and may make, execute and deliver
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 bonds or other securities on the books of any company or Corporation.
Notwithstanding any provisions to the contrary contained in the bylaws of the
Corporation, the Board 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.
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12. Books and Records
The Board shall see that all necessary books and records of the Corporation
required by the Bylaws of the Corporation or by any applicable statute or law are
regularly and properly kept and made available for review at the request of the
general Membership.
13. Membership
The Corporation shall consist of members and there shall be two classes of
Membership hereinafter and before referred to as the “Members”, collectively, or
as the “Voting Members” and the “Non-Voting Members” individually, as the case
may be.
13.1 Voting Members
Voting Members shall be any person who has met all the requirements of
the Corporation to make that person eligible to curl in any of the regular
seasonal adult curling leagues operated by the Corporation (includes half-
season Members). Each Voting Member shall promptly be informed by the
Board of their admission as a Member.
13.2 Non-Voting Members
Non-Voting Members shall be any person who has met the requirements
of the Board to be a Non-Voting Member. Non-Voting Members include
Members who do not meet the requirements of Voting Members (defined
above) and may include social, competitive, learn to curl or juniors. Non-
Voting Members shall have no right to vote under any circumstances at
any meeting of the Corporation unless pre-approved by the Board on a
temporary basis for a fixed period of time.
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14. Dues
The Treasurer or Membership Chair shall notify the Members of the dues or fees
at 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 Member may, on payment of all
unpaid dues or fees, be reinstated. Dues or fees payable by Members shall from
time to time be fixed by majority vote of the Board.
15. Annual and Other General Meetings of Members
The AGM or other general meetings of the Members shall be held at the Head
Office of the Corporation or elsewhere in Ontario as the Board may determine
and on such day as the said Board shall appoint. The Board, at its discretion,
may hold or broadcast these meetings in person or by way of a
virtual/video/audio conference call. At every AGM, in addition to any other
business that may be transacted, the report of the Board, the financial statement
and the report of the Corporation’s accountant or financial reviewer (if available)
shall be presented, and a Board of Directors elected and Corporation’s
accountant or financial reviewer appointed 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. Those Directors
comprising the Executive Committee shall have power to call at any time, a
general meeting of the Members of the Corporation. No public notice nor
advertisement of 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 posting the notice at the Head Office and providing notice by
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electronic means not less than one month before the time fixed for the holding of
such meeting.
16. Error or Omission in Notice
No error or omission in giving notice of any AGM or other general meeting or any
adjourned meeting thereof 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.
17. Adjournments
Any meetings of the Corporation or of the Board 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 such
adjournment took place. No notice shall be required of any such adjournment.
Such adjournment may be made notwithstanding that no quorum is present. If
the original meeting is adjourned to a different calendar date, notice of such
meeting shall be duly posted immediately following the adjourned meeting.
18. Quorum of Members
A quorum for a meeting of Members called for the purpose of discussing the
transaction of business of the Corporation shall consist of not less than 10
percent of the Voting Members one of whom must be a Director.
19. Voting of Members
Subject to the provisions, if any, contained in the Letters Patent of the
Corporation each Voting Member of the Corporation shall at all meetings of
Members be entitled to one vote. Voting by proxy shall not be permitted. No
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member shall be entitled to vote at meetings of the Corporation unless they have
paid all dues or fees.
At all meetings of Members every question shall be decided by a majority of the
votes of the Voting Members present (at the location of the AGM or virtually) or
unless otherwise required by the Bylaws of the Corporation, or by law. Every
question shall be decided in the first instance in the usual way by assent or
dissent unless a poll be demanded by any member. Every member having
voting rights shall have one vote, and unless a poll be demanded, a declaration
by the President that a 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 of proportion of the votes
accorded in favor 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 Voting Members present and such
shall be taken in such manner as the President shall direct 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, the
President shall be entitled to a second or casting vote.
If the question under consideration concerns the ceasing of curling operations,
the decision shall be made by not less than consent of two thirds of the Voting
Members of the Corporation in good standing by written poll chaired by the
President.
20. Financial Year
Unless otherwise ordered by the Board, the fiscal year of the Corporation shall
terminate on the 30st day of April in each year.
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21. Cheques, etc.
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, of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board, and any one of
such Officers may alone endorse notes and drafts for collection on 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 one of such Officers
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 bank’s forms or settlement of balances
and release or verification slips.
22. Deposit of Securities for Safekeeping
The securities of the Corporation shall be deposited for safekeeping with one or
more banks, trust companies or other financial institutions to be selected by the
Board. 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,
of the Corporation, and in such manner, as shall from time to time be determined
by resolution of the Board and such authority may be general or confined to
special instances. The institutions which may be so selected as custodians by
the Board shall be fully protected in acting in accordance with the direction of the
Board and shall in no event be liable for the application of the securities so
withdraw from deposit or proceeds thereof.
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23. Notices
Any notice (which term includes any communication or document) to be given,
sent, delivered or served pursuant to the letters patent, the Bylaws or otherwise
to a Member, Director, Officer or the Corporation’s accountant or financial
reviewer or auditor shall be sufficiently given if delivered personally to the person
to whom it is to be given or if delivered to their recorded address or if mailed to
their recorded address by prepaid ordinary mail or if sent to their recorded
address by any means of prepaid transmitted or recorded communication, which
shall include notices delivered by electronic means, including but not limited to
facsimile, email. A notice so delivered shall be deemed to have been given when
it is delivered personally or at the recorded address as 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 including but not limited to facsimile, email shall be deemed to
have been given when dispatched or delivered to the appropriate communication
company or agency or its representative for dispatch. The Secretary may change
or cause to be changed the recorded address of any member, Director, Officer or
the Corporation’s accountant or financial reviewer in accordance with any
information believed to be reliable.
24. Borrowing
The Board may from time to time:
a) borrow money on the credit of the Corporation; or
b) charge, mortgage, hypothecate or pledge all or any of the real
or personal property of the Corporation, including book debts,
rights, powers, franchises and undertakings, to secure any
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securities or any money borrowed, or other debt, or any other
obligation or liability of the Corporation.
From time to time the Board may authorize any Director, Officer or employee of
the Corporation or any other person to arrangements with reference to the
monies 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 monies 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.
25. Interpretation and Bylaw Amendment
Bylaw Number 1A of the Corporation is hereby revoked and replaced by Bylaw
Number 1B. In these Bylaws and in all other Bylaws of the Corporation hereafter
passed unless the context otherwise requires, words importing the singular
number shall include the plural number, as the case may be, and vice versa and
reference to person shall include firms and Corporations. Bylaws should be
reviewed and / or amended biannually. Recommendations for change can be
brought forth by any member in good standing. These shall be reviewed by the
Board and after a working draft is prepared, it shall be legally reviewed and then
presented to the General Membership at the AGM for approval by majority vote.
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Passed by a resolution the Board on this 27th day of May, 2021.
President Secretary
Bylaw 1B, Amended May 27, 2021
