The By-Laws of the Oshawa Cycling Club


By-Law No. 1
A By-law relating generally to the transaction of the affairs of the


OSHAWA CYCLING CLUB

Table of Contents


• Section 1 - General
• Section 2 - Directors
• Section 3 - Board Meetings
• Section 4 - Financial
• Section 5 - Officers
• Section 6 – Protection of Directors and Others
• Section 7 - Conflict of Interest
• Section 8 - Members
• Section 9 - Members Meetings
• Section 10 - Notices
• Section 11 - Adoption and Amendment of By-Laws
Section 1 - General
1.01 Definitions
In this by-law, unless the context otherwise requires:
1. "Act" means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;

2. “Articles” means Articles of Incorporation and includes Letters Patent under which the Corporation was originally incorporated;

3. "Board" means the board of directors of the Corporation;

4. "By-laws" means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force;

5. "Chair" means the chair of the Board;

6. "Corporation" means the OSHAWA CYCLING CLUB, the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;

7. "Director" means an individual occupying the position of director of the Corporation by whatever name he or she is called;

8. "Member" means a member of the Corporation;

9. "Members" means the collective membership of the Corporation; and

10. "Officer" means an officer of the Corporation.

11. “Prescribed form” means any form prescribed by the Corporation in compliance with the By-laws;

12. “Proxy” means an authorization by means of which a member has appointed a proxyholder to attend and act on the member’s behalf at a meeting of members.
1.02 Interpretation
Other than as specified in Section 1.01, all terms contained in this by-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
1.04 Seal
The seal of the Corporation, if any, shall be in the form determined by the Board.
1.05 Execution of Contracts
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
Section 2 - Directors
2.01 Election and Term
The Directors shall be elected by the Members from among the Members. The term of office of the Directors (subject to the provisions, if any, of the articles) shall be for a period of two years from the date of the annual general meeting at which they are elected or appointed, or until such time as their successors are elected or appointed.
2.02 Number of Directors
The Board may determine from time to time the number of Directors necessary to manage the affairs of the Corporation and the Board shall consist of that number of Directors, but such number shall not be less than seven (7) nor more than fifteen (15).
2.03 Vacancies

The office of a Director shall be vacated immediately:
1. if the Director resigns office by written notice to the secretary, which resignation shall be effective at the time it is received by the secretary or at the time specified in the notice, whichever is later;

2. if the Director dies or becomes bankrupt;

3. if the Director is found to be incapable of managing property by a court or under Ontario law; or

4. if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office.
2.04 Filling Vacancies

A vacancy on the Board shall be filled as follows:
1. a quorum of Directors may fill a vacancy among the Directors by appointing a member who is not currently a Director; accordingly, the vacancy shall be filled by a majority vote of the Directors, and the appointee shall hold office until the next Annual General Meeting. At that time, the appointee shall be eligible to be elected as a Director.

2. if there is not a quorum of Directors or there has been a failure to elect the minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting, the meeting may be called by any Member; and

3. if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by a majority vote at any special general meeting called for that purpose and any Director elected to fill the vacancy shall hold office for the remainder of the removed Director’s term.
2.05 Committees

Committees may be established by the Board as follows:
1. The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors excepting those powers set out in the Act that are not permitted to be delegated; and

2. Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
2.06 Remuneration of Directors
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that:
1. Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties;

2. Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is: (i) considered reasonable by the Board; (ii) approved by the Board for payment by resolution passed before such payment is made; and (iii) in compliance with the conflict of interest provisions of the Act; and

3. Notwithstanding the foregoing, no Director shall be entitled to any remuneration for services as a Director.
Section 3 - Board Meetings
3.01 Calling of Meetings
Meetings of the Directors may be called by the Chair, president or any two Directors at any time and any place on notice as required by this by-law, provided that, for the first organizational meeting following incorporation, an incorporator or a Director may call the first meeting of the Directors by giving not less than five days notice to each Director, stating the time and place of the meeting.
3.02 Regular Meetings
The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.
3.03 Notice
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this by-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the general meeting of the Corporation at which they were elected.
3.04 Chair
The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.
3.05 Voting
Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall not have a second or casting vote. If there is a tie vote, the motion is lost.
3.06 Participation by Telephone or Other Communications Facilities
For the purpose of meetings of the Board, two-thirds of the Board shall constitute a quorum. If a quorum is present at the opening of a meeting of the Board, the Directors present may proceed with the business of the meeting; if a quorum is not present throughout the meeting, the meeting shall be considered adjourned immediately upon there ceasing to be a quorum and shall reconvene only when there is a quorum of Directors.
Section 4 - Financial
4.01 Banking
The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.
4.02 Financial Year
The financial year of the Corporation ends on October 31 in each year or on such other date as the Board may from time to time by resolution determine.
Section 5 - Officers
5.01 Officers
The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, vice-president, treasurer and secretary at its first meeting following the annual general meeting of the Corporation at which Directors were last elected or appointed. The term of office of an Officer is one year from the date that the Officer was appointed by the Board, or such shorter term as determined by the Board in accordance with these by-laws. The office of Chair and president may also be held by the same person. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
5.02 Office Held at Board’s Discretion
Any Officer shall cease to hold office upon resolution of the Board.
5.03 Duties
Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.
5.04 Duties of the Chair
The Chair shall perform the duties described in sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.
5.05 Duties of the President
The president shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.
5.06 Duties of the Vice-President
The president shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
5.07 Duties of the Treasurer
The treasurer shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.
5.08 Duties of the Secretary
The secretary shall perform the duties described in Schedule D and such other duties as may be required by law or as the Board may determine from time to time.
Section 6 - Protection of Directors and Others
6.01 Protection of Directors and Officers
No Director, Officer or committee member of the Corporation is to be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
1. complied with the Act and the Corporation's articles and By-laws; and

2. exercised their powers and discharged their duties in accordance with the Act.
Section 7 - Conflict of Interest
7.01 Conflict of Interest
A Director who is in any way directly or indirectly interested in a matter, contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. For clarification, those matters that require disclosure shall include matters in which there is the appearance of a conflict of interest or of a potential conflict of interest, whether pecuniary or personal in nature. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors, participate in the discussions or any considerations related to any such contract or transaction, or vote on any resolution to approve any such contract or transaction.
Section 8 - Members
8.01 Members
Membership in the Corporation shall consist of the incorporators named in the articles and such other persons interested in furthering the Corporation’s purposes and who have been accepted into membership in the Corporation by resolution of the Board.
1. Members – Except for Honourary Members and Tour Members, only those individuals who have fully paid their annual membership dues for the year may be considered for membership in the Corporation. Any individual who has been so accepted into membership in the Corporation is entitled to vote at any general meeting of the Corporation.

2. Honourary Members – For meritorious service to this Corporation or for distinguished service in pursuit of the objects set out in the Articles of the Corporation, the Board may appoint an individual as an Honourary Member. Honourary Members shall not pay annual dues or other charges and shall have no voice or vote at meetings of the Membership. Honourary Membership shall extend from the date of appointment to the last day of March then following, or for such longer period as the Board shall determine in making its appointment. Such membership may be revoked for just cause.

3. Tour Members – Only those individuals who have fully paid their Tour Membership dues may be considered for Tour Membership in the Corporation. Upon paying the fee determined for a particular multi-day tour event, a Tour Member is entitled to attend the particular multi-day tour event for which the fee has been paid. A Tour Member is not entitled to attend a general meeting of the Corporation and shall have no voice or vote at meetings of the Membership. A Tour Member may become a regular member as defined in 8.01.1 by paying to the Corporation the difference between the cost of a regular membership and the cost of the Tour Membership.
8.02 Membership

In this section, Membership includes all classes of members described in Paragraph 8.01 except where explicitly stated to the contrary.

Only natural persons are eligible for membership. A membership in the Corporation is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act or this by-law.

Except in respect to Honourary Members where the Board has determined otherwise, Membership in the Corporation shall extend from the first day of April and automatically expires immediately after the last day of March in the following year.

Annual membership dues and dues in respect to Tour Members may be set from time to time by the Board in its absolute discretion and shall apply for the year from the first day of April each year to the last day of March of the following year.
8.03 Disciplinary Act or Termination of Membership for Cause
1. Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles, By-laws or policies of the Corporation as established by the Corporation from time to time.

2. The notice shall set out the reasons for the disciplinary action. The potential disciplinary action may include termination of membership with forfeiture of membership dues, or such other action as the Board may determine.

3. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
Section 9 - Members’ Meetings
9.01 Annual General Meeting
The annual general meeting shall be held on a day prior to the last day of February each year and at a place within Regional Municipality of Durham fixed by the Board. Each Member shall be provided, not less than 21 days before the annual meeting, with a copy of the agenda for the meeting, a copy of the approved financial statements, auditor’s report or review engagement report, if any, and other financial information required by the By-laws or articles, and sufficient other information related to the business to be conducted at the meeting to permit the Member to form a reasonable judgment on the decision to be taken.

The business transacted at the annual general meeting shall include:
1. receipt of the agenda;

2. receipt of the minutes of the previous annual and subsequent special meetings;

3. consideration of the financial statements;

4. report of the auditor or person who has been appointed to conduct a review engagement, if any;
5. reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year, if any;

6. election of Directors; and

7. such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual general meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual general meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.
9.02 Special Meetings
The Directors may call a special meeting of the Members. The Board shall convene a special meeting on written requisition of not less than one-tenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition.
9.03 Notice
1. receipt of the agenda;

2. receipt of the minutes of the previous annual and subsequent special meetings;

3. consideration of the financial statements;

4. report of the auditor or person who has been appointed to conduct a review engagement, if any;
5. reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year, if any;

6. election of Directors; and

7. such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual general meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual general meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.
Subject to the Act, not less than 10 and not more that 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken. Notice of each meeting must remind the Member of the right to vote by proxy.
9.04 Quorum
A quorum for the transaction of business at a Members’ meeting shall consist of a minimum of twenty (20) or 10% of the Members entitled to vote at the meeting, whichever is the lesser, whether present in person or by proxy. 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.
9.05 Chair of the Meeting
The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.
9.06 Voting of Members
Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:
1. each Member shall be entitled to one vote at any meeting;

2. every Member entitled to vote at a meeting of the members may do so by means of a proxy, in prescribed form deposited with the Secretary or with such other Officer authorized to accept proxies not less than 24 hours before any meeting or continuance of an adjourned meeting of Members at which the proxy is to be used, and only at such meeting as specified in the proxy; the Member thereby shall appoint a proxyholder or one or more alternative proxyholders, who need not be members, as the member’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy;

3. votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;

4. an abstention shall not be considered a vote cast;

5. before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;

6. if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and

7. whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
9.07 Adjournments
The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. 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.
9.08 Persons Entitled to be Present

The only persons entitled to attend a Members’ meeting are the Members entitled to vote at such meetings, the Directors, the auditors of the Corporation, 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.
Section 10 - Notices
10.01 Service
Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement, if any, shall be provided by telephone, delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement, if any, at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
10.02 Computation of Time
Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.
10.03 Error or Omission in Giving Notice
No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meeting.
Section 11 - Adoption and Amendment of By-laws
11.01 Amendments to By-laws
The Members may from time to time amend this by-law by a majority of the votes cast. The Board may from time to time in accordance with the Act pass or amend this by-law other than a provision respecting the transfer of a membership or to change the method of voting by members not in attendance at a meeting of members.

Enacted this __________________ day of ____________________, 2015
President
Secretary