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BY-LAW #
Toronto Outboard Racing Club
PREAMBLE
A BY-LAW RELATING TO THE Toronto Outboard Racing Club Inc
BE IT ENACTED AS A BY-LAW #2 OF THE Toronto Outboard Racing Club AS FOLLOWS:
1. HEAD OFFICE
The Head Office of the Corporation shall be in the City of Toronto, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time, by resolution, determine.
2. DEFINITIONS
In this by-law and all other by-laws and special resolutions of the Toronto Outboard Racing Club (TORC) unless the context otherwise requires:
i) “Act” means the Not-For-Profit Corporations Act 2011 of Ontario, and any Act that may be substituted therefore, as from time to time amended;
ii) “Executive Director” shall mean the Executive Director TORC.
iii) (Delete)
iv) “Board” means the Board of Directors of the TORC ;
v) “Toronto Outboard Racing Club” means the corporation incorporated as a corporation without share capital under the Act by letters patent dated the 5th day of October, 2014 and named TORC, and as may be changed under succeeding acts;
vi) “Letters Patent” means the letters patent incorporating the Corporation, as may be from time to time amended by supplementary Letters Patent;
vii “ Meeting of Members” includes an annual general meeting of members and a special meeting of members;
viii) “Telephonic or electronic means” means any means, other than direct speech or writing, by which information or data is transmitted, including telephone, fax, e-mail, automated touch-tone telephone system and computer.
4. MEMBERSHIP
a) The membership of the Corporation shall consist of the directors of the Corporation as elected at the Annual General Meeting all of whom shall be members in good standing of the Toronto Outboard Racing Club.
b) Upon any vacancy in the membership below the required minimum of 7 directors, caused by the death, retirement from membership, retirement from the Toronto Outboard Racing Club, or inability to act, the remaining members shall fill the vacancy by the appointment to membership of a person selected from the Toronto Outboard Racing Club.
5. BOARD OF DIRECTORS
a) The affairs of the Corporation shall be supervised by a Board, composed of no less than 4 and no more than 7 Directors, one of whom shall be the President of the Toronto Outboard Racing Club, and each of whom at the time of his election or within 10 days thereafter and throughout his term of office shall be a member in good standing of the Toronto Outboard Racing Club.
b) Each Director shall be elected to hold office until the second annual meeting after he was elected or until his successor shall have been duly elected and qualified
c) The election of Directors may be a show of hands unless any member demands a ballot.
d) The members of the Board may for cause, in good faith and in a fair and reasonable manner, by resolution passed by at least two-thirds of the votes cast at a general meeting of members, notice of which meeting specifying the intention to pass such resolution has been given to all members at least 15 days prior to the meeting, remove any Director before the expiration of his term of office and may, by a majority of the votes cast at that time, elect any member of the Toronto Outboard Racing Club in his stead for the remainder of his term.
e) The Director to be removed shall be given the opportunity to be heard, orally, in writing or in another format permitted by these By-laws, not less than 5 days before the termination of membership becomes effective.
(f) Notwithstanding any of the foregoing, any person holding the office of Immediate Past Chairperson shall, ex-officio, continue to hold the office of Director of the Corporation in lieu of election.
6. ATTENDANCE
Any director who fails to attend, without reasonable cause as determined by the Board, fifty (50) percent of the Board Meetings held in one fiscal period of four (4) consecutive meetings of the Board, shall, if the Board by resolution so decides may be disqualified from serving as a director. The process outlined in subsections e) and f) above shall be followed in such cases.
7. DUTIES AND RESPONSIBILITIES
The Board shall be responsible to supervise the management of the activities and affairs of the Corporation in accordance with its By-Laws and the formulation of necessary policies and in so doing shall:
a) Meet a minimum of (6) times per fiscal year provided that no more than ninety- one (91) days shall elapse between meetings;
b) Establish signing authorities;
c) Establish and approve all Board policies.
8. VACANCIES, BOARD OF DIRECTORS
Vacancies on the Board, however caused, may, so long as a quorum of Directors remain in office, be filled by the remaining Directors.
9. QUORUM AND MEETINGS, BOARD OF DIRECTORS
a) A majority of the number of Directors or of the minimum number of Directors stipulated in Section 5, constitutes a quorum at any meeting of the directors, and despite any vacancy among the Directors, a quorum of Directors may exercise all the powers of the Board.
b) The Board may, by special resolution, determine from time to time the number of Directors to be present at a meeting in order to constitute a quorum, but in no case shall a quorum be less than a majority of the of the Board.
c) No journal notice of such meeting shall be necessary if all the Directors are present, or if those absent shall have signified their consent in writing to the meeting being held in their absence.
d) Board meetings may be formally called by the President or Vice-President, or by the Secretary, or two members of the Board through the Secretary.
e) Notice of such meetings shall be delivered by, telephonic or electronic means to each Director not less than 24 hours before the meeting is to take place, or shall be mailed no less than 62 hours before the meeting is to take place. The statutory declaration of the Secretary or Chairperson that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice.
f) A copy of the minutes for each general meeting shall be forwarded to each director, and included therein shall be Notice of the date and time of the next general meeting.
g The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and for such regular meetings no notice need be sent other than as noted in the minutes of the previous meeting..
h) A Board 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.
10. VOTING, BOARD OF DIRECTORS
a) Questions arising at any meeting of Directors shall be decided by a majority of votes. All Directors, excluding the Chairperson shall be entitled to one vote on any question arising at a meeting of the Board.
b) In case of an equality of votes, the President, shall have a deciding vote.
c) All such votes at any such meeting shall be taken by ballot, if so demanded by a Director present, but if no demand be made, the vote shall be taken by a show of hands.
d) A declaration by the Chairperson/President that a resolution has been carried and an entry to that effect in the minutes shall be sufficient proof of that fact without proof or the number or proportion of the votes recorded in favour of or against such resolution.
e) 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.
f) No person shall act for an absent director at a meeting of directors.
11. POWERS
a) The Board of the Corporation may administer the affairs of the Corporation in all things and make or cause to make 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.
b) Without in any way detracting from the foregoing, the Board is expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or person-al, or any right or interest therein owned by the Corporation as they may deem advisable.
12. REMUNERATION OF DIRECTORS
The Directors shall receive no remuneration for acting as such.
13. OFFICERS OF THE CORPORATION
a) There shall be a President, Vice-President, Treasurer, a Secretary, and such other officers as the Board of Directors may determine by by-law from time to time.
b) One person may hold more than one office at the same time except for President and Vice-President.
c) The Directors shall also elect all other officers.
d) Any officers elected shall hold office for a term of two (2) years or until the first meeting of the Board following the annual election of Directors by the members.
e) An elected officer may be eligible to serve three (3) successive two year terms, after which he shall not be eligible for re-election without an absence from the Board of one (1) year;.
f) Upon resignation of a President or his term of office otherwise coming to an end, and if he or she consents, the Board may by resolution appoint any such person to the office of Immediate Past President for a term not exceeding two (2) years from the date that such person ceased to be Chairperson. Past Chairperson will then become a Director.
14. DUTIES OF PRESIDENT AND VICE PRESIDENT
a) The Chairperson shall, when present, preside at all meetings of the members and of the Board. The Chairperson shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The Chairperson together with the Secretary or other officers appointed by the Board by resolution for such purpose shall sign all by-laws, resolutions and minutes.
b) If the Chairperson or any other officer is absent, unable or unwilling to perform his duties and exercise his powers, the Vice Chairperson shall assume all duties and powers until such time as the Chairperson or other officer assumes his duties or until the next annual election or appointment of officers whichever occurs sooner.
15. DUTIES OF SECRETARY
a) The Secretary or person performing the usual duties of a Secretary shall attend all meetings of the Board and shall record all facts and minutes of all proceedings in the books of the Corporation kept for that purpose;
b) He shall give all notices required to be given to members of the Board;
c) He shall have copies of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he shall deliver up only when authorized by a resolution of the Board and such person or persons as may be named in the resolution, and;
d) He shall perform such other duties as may from time to time be determined by the Board.
16. DUTIES OF OTHER OFFICERS
a) If a person is appointed to the office of Immediate Past Chairperson of the Board of Directors then the resolution appointing such person shall fix and prescribe the duties of the person holding such office.
b) It shall be the responsibility of the Past Chairperson and one other member of the Board of Directors to prepare a slate of officers for the annual meeting. Such slate to be available to all members of the Board at least two weeks in advance of the annual meeting.
c) The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.
17.
18. STANDING COMMITTEES
19. NOTICE: ANNUAL AND OTHER MEETINGS OF THE MEMBERS
a) The annual or other general meetings of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the Board of Directors may determine, in November of each year.
b) The Corporation shall have six general meetings per year.
c) A copy of the minutes for each general meeting shall be forwarded to each director, and included therein shall be Notice of the date and time of the next general meeting. The copies of the minutes and Notice included therein shall be made available to each director by the Secretary or designate.
d) At every annual meeting, in addition to any other business that may be transacted, the report of the Board of Directors shall be presented to the Directors and the Board of Directors elected. The Directors may consider and transact any business either special or general, and subject to the law in this regard, any prior notice of the nature of such business shall not be necessary at any meeting of the Directors.
20. VOTING – ANNUAL GENERAL MEETING
a) All motions proposed for the consideration of the members at a meeting of members shall be determined by a majority of the votes cast, unless otherwise required by the By-Laws or any applicable statute, and in the case of any equality of votes, the Chairperson presiding at the meeting shall have a deciding vote.
b) Every motion 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 shall have one vote, except the Chairperson, and unless a poll demanded, a declaration by the Chairperson 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 or proportion of the votes accorded in favor of or against such resolution.
c) A demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the motion shall be decided by a poll to be taken in such manner as the Chairperson shall direct and the result of such poll shall be deemed the decision of the members upon the matter in question.
d) The quorum for annual meetings shall be the same as for general meetings.
21. EXECUTION OF DOCUMENTS
Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by either the Chairperson or the Vice Chairperson and by the Secretary of the Board or designate, and the Secretary or designate shall affix the seal of the Corporation to such instruments as required.
22. BOOKS AND RECORDS
(a)The Secretary or designate shall cause minutes of all proceedings at meetings of the members and of the Directors and of any executive committee, to be entered in books for that purpose.
(b)The Secretary or designate shall also cause the following documents and registers to be kept:
(i) A copy of the Letters of Patent and of any Supplementary Letters of Patent issued to the Corporation;
(ii) All by-laws and special resolutions of the Corporation;
(iii) A register of directors in which are set out the names, addresses, phone numbers of all persons who are or have been directors of the Corporation with the several dates on which each became or ceased to be a director, a copy to be attached to Board of Directors Manual.
23. ERROR OR OMISSION IN NOTICE
No error or omission in giving such notice for a meeting of the Board 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 at any or all proceedings taken or had thereat.
24. ADJOURNMENTS
a) Any meeting 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 such adjournment took place;
b) No notice shall be required of any such adjournment;
c) Such adjournment may be made notwithstanding that no quorum is present.
25. FINANCIAL YEAR
The fiscal year of the Corporation shall terminate on the NEED OUR YEAR END DATE HERE st of , in each year.
26. CHEQUES, PAYMENTS 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 2 Officers, or agents of the Corporation.
27. DEPOSIT OF SECURITIES FOR SAFEKEEPING
a) The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors.
b) Any and all securities so deposited may be withdrawn, from time to time, stay signed by such officer or officers, agent or agents of the Corporation.
28. BORROWING
The borrowing power of the corporation shall be limited to borrowing money for current operating expenses, provided that the borrowing power of the corporation shall not be so limited if it borrows on the security of real or personal property
29. DISSOLUTION
In the event of the dissolution of the Corporation and after the payment of all debts and liabilities the remaining property of the Corporation shall be distributed or disposed of to charitable organizations that carry on their work solely in Ontario.
30. INDEMNITY OF DIRECTORS
Every Director of the Corporation and its heirs, executors and administrators, and estate and effects, respectively, shall be from time to time and at all times indemnified and saved harmless out of the funds of the Corporation, from and against:
(a) All costs, charges and expenses whatsoever that he sustains or incurs in or about any action, suite or proceedings that is brought, commenced or prosecuted against him, for in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office; and,
(b) All other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
31. PUBLIC RELATIONS
a) When an answer or statement is necessary in face of requests or criticism from the press, an assessment of the situation shall be made by the Presidnet in consultation with the Board of Directors. The President may decide to reply publicly or depending upon the situation, to refer the matter to the Board of Directors.
b) Statements shall be formulated by thePresident, or his designate and approved by the authority responsible for the decision to reply. Statements shall be released over the name of the President or his designate.
32 CONFLICT OF INTEREST
a) Every board member is in a fiduciary relation with the agency and is under an obligation to act in the utmost good faith toward the Agency in his dealings with it or on its behalf. No board member shall place himself in a position where there is a conflict between his duties as director and his other interests.
b) Every board member who is in any way directly or indirectly interested in any existing or proposed contract, transaction or arrangement with the Agency or who otherwise has a conflict of interest shall declare the interest fully at a meeting of the board members in the manner required by the Corporations Act and shall refrain from discussion and voting in respect of the matter on which a conflict has been declared.
d) Every disclosure of interest shall be recorded in the minutes of the meetings.
33. CONFIDENTIALITY
a) Every Director, officer and employee of the Corporation shall respect the
the confidentiality of matters brought before the Board, keeping in mind that unauthorized statements could adversely affect the interests of the Corporation.
(b) The Board shall give authority to one or more Directors, officers or employees of the Corporation to make statements to the news media or public about matters brought before the Board. Such matters must receive approval prior to statements being made to the media.
34. INTERPRETATION
In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise required, word importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vie versa, and reference to persons shall include firms and corporations.
35. AUDITORS
The members shall at each annual meeting appoint an auditor to audit the accounts of the Toronto Outboard Racing Club, to hold office until the next annual meeting, provided that the Directors may fill any casual vacancy in the office of the auditor.
36. AMENDMENTS TO THE BY-LAW
Amendments of the bylaws shall be made only at a general meeting of the members called for the purpose and passed by two-thirds majority vote of the Board and shall come into effect when such amendments are approved by the Board.
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