BY-LAW NO. 1
A by-law relating generally to the
transaction of the affairs of GEORGIAN NORDIC
SKI AND CANOE CLUB
BE IT ENACTED as a by-law of the GEORGIAN
NORDIC SKI AND CANOE CLUB
hereinafter referred to as the
Corporation as follows:
HEAD OFFICE
1. The Head Office of the Corporation shall
be in the Town of Parry Sound in the District
of Parry Sound, in
the
from time to time
determine.
SEAL
2. The seal, an impression whereof is
stamped in the margin hereof, shall be the corporate
seal of the
Corporation.
BOARD OF DIRECTORS
3. The affairs of the Corporation shall be
managed by a board of 15 directors,
or such
other number as may otherwise be determined from
time to time by the membership, each of whom at the time of his election or
within ten 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. 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 that meeting, elect any person in his stead for the
remainder of his term.
VACANCIES, BOARD OF DIRECTORS
4. 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 shall 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, but if there is
not a quorum of directors, the remaining directors shall forthwith
call a meeting of the
members to fill the vacancy. 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. 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. Directors' 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
delivered, telephoned or mailed to each director not less than 5
days before the meeting
is to take place. The statutory declaration of the Secretary or
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. A directors’ meeting may also be held, without notice,
immediately proceeding or
following the annual meeting. The directors may consider or
transact any business
either special or general at any meeting of the board.
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. Questions arising at any meeting of
directors shall be decided by a majority of votes. 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 any 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 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 favor of or against
such resolution. In the absence of the President his duties
may be performed by
the Vice-President or such other director as the board may from
time to time appoint
for the purpose.
POWERS
8. Directors 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 or agreement 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.
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, provided that a director
maybe reimbursed for reasonable
expenses incurred by him in the performance of his duties.
OFFICERS OF THE CORPORATION
10. There shall be a President, a
Vice-President, a Secretary and a Treasurer or in lieu of
a Secretary and
Treasurer, a Secretary-Treasurer and such other officers as the board of
directors may determine by
by-law from time to time. One person may hold more than
one office except the
offices of President and Vice-President. The President and Vice-
President shall be elected by the board of
directors from among their number at the first
meeting of the board after
the annual election of such board of directors, provided that, in
default of such election
the then incumbents, being members of the board, shall hold
office until their
successors are elected. The other officers of the Corporation need not be
members of the board and
in the absence of written agreement to the contrary, the
employment of all officers
shall be settled from time to time by the board.
DUTIES OF PRESIDENT AND VICE-PRESIDENT
11. The President shall, when present,
preside at 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. 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 all proceedings in
the books kept for
that purpose. He shall give all notices required to be given to members
and to directors. He shall complete and submit within ten days
of a change in Directors the notification form required by the Government of
Ontario. He shall be the custodian of the seal of the Corporation
and 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 of directors to do so and to such
person or persons as may be named in the resolution, and he 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 therefor 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 other officers of the
Corporation shall be such as the terms of their
engagement call for or the
board of directors requires of them.
EXECUTION OF DOCUMENTS
15. Deeds, transfers, licenses, contracts
and engagements on behalf of the Corporation shall be signed by either the
President or Vice-President and by the Secretary, and the Secretary shall affix
the seal of the Corporation to such instruments as require the same.
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.
The President, Vice-President, the
directors, Secretary or Treasurer, or anyone of
them, or any person or
persons 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. 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 all
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.
ANNUAL AND OTHER MEETINGS OF MEMBERS
17. The annual or any other general meeting
of the members shall be held at the head
office of the Corporation
or elsewhere in
and on such day as the
said directors shall appoint.
At every annual meeting, in addition to any
other business that may be transacted,
the report of the
directors, the financial statement and the report of the auditors shall be
presented and a board of
directors elected and auditors appointed for the ensuing year and
the remuneration of
the auditors shall be fixed. 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. Notice of the time
and place of any
annual, general, or special members meetings may be properly given by
either
(a) advertising in
a newspaper having general circulation in the Town of
Sound, published seven days before the date
of the meeting or
(b) sending by
prepaid ordinary mail seven days before the date of the meeting.
Any meetings of members may be held
at any time and place without such notice if all the
members agree.
ERROR OR OMISSION IN NOTICE
18. 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.
ADJOURNMENTS
19. Any meetings of the members 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. No notice shall
be required of any such adjournment. Such adjournment may be
made notwithstanding
that no quorum is present.
QUORUM OF MEMBERS
20. A quorum for the transaction of
business at any meeting of members shall consist of such number of members
equal to 75% of the number of directors elected at the annual meeting of the
corporation present in person.
VOTING OF MEMBERS
21. 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. A proxy voting on behalf of members absent from the meeting
must himself be a
member of the Corporation. No member shall be entitled either in
person or by proxy to
vote at meetings unless he has paid all dues or fees, if any, then
payable by him, or has
otherwise failed to maintain his qualifications as established by
by-law. 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, every member having voting rights shall have one vote, and
unless a poll be demanded
a declaration by the Chairman 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. 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 such poll shall be
taken in such manner as the Chairman shall direct 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.
FINANCIAL YEAR
22. Unless otherwise ordered by the board
of directors, the fiscal year of the Corporation
shall terminate on the
30th day of June in each year.
CHEQUES, ETC.
23. 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 of directors and any one of
such officers or agents
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. Anyone of 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
bank's forms or settlement of balances and release or
verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
24. 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. 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 so selected as custodians of the board of
directors shall be fully
protected in acting in accordance with the 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.
NOTICE
25. Whenever under the provisions of the
by-laws of the Corporation, notice is required
to be given, such
notice may be given either personally or telegraphed or by depositing
same in a post office
or a public letter-box, in a prepaid, sealed wrapper addressed to the
director, officer or member
at his or their address as the same appears on the books of the
Corporation. A notice or other
document so sent by post shall be held to be sent at the
time when the same was
deposited in a post office or public letter-box as aforesaid, or if
telegraphed shall be held to
be sent when the same was handed to the telegraph company
or its messenger. For
the purpose of sending any notice the address of any member,
director or officer shall
be his last address as recorded on the books of the Corporation.
INDEMNIFICATION
OF DIRECTORS
26. Every
director or officer of the Club, her or his heirs, executors and
administrators, and estates and effects, respectively, shall from time to time
and for all times, be indemnified and saved, harmless, out of the funds of the
Club from and against:
(a) all costs,
charges and expenses whatsoever which such Director or Officer sustains or
incurs in or about any action, suit or proceeding which is brought, commenced
or prosecuted against him for or in respect of any act, deed, matter or thing
whatsoever made, done or permitted by him or her in or about the execution of
the duties of her or his office; and
(b) all other costs, charges and expenses which she or 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 or her own willful
neglect or default.
INTERPRETATION
27. 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 of the masculine
gender shall include the
plural number of the feminine gender, as the case may be, and
vice versa, and
references to persons shall include firms and corporations.
Adopted by the membership and sealed with
the corporate seal this___12th __day of April, 2005
President _Ron.Chase______________Secretary Catherine McNeice______________
BY-LAW NO. 2
BORROWING
The directors may from time to time
1. borrow money on the credit of the Corporation by obtaining
loans or advances as otherwise:
2. issue, sell or pledge securities of the Corporation
including bonds, debentures, debenture stock, for such sums, and such terms and
at such prices as they may deem expedient
3. give a guarantee on behalf of the Company to secure the
performance of an obligation of any person: and
4. Assign, transfer, convey, mortgage,
hypothecate, pledge, charge or give security in any manner upon all or any of
the real or personal, moveable or immovable property rights, powers, chooses in
action, or other assets present or future, of the Company to secure any such
securities or other securities of the company or any money borrowed or to be
borrowed or any obligations or liabilities as aforesaid or otherwise of the
Company heretofore, now or hereafter made or incurred directly or indirectly or
otherwise,
5.
That any or all of the foregoing powers may from time to time be
delegated by the Directors to any one or more of the directors or officers of
the Company.
BY-LAW
NO. 3
USAGE OF PROPERTY AND ASSETS OF THE
CORPORATION
1. The
rezoning of property, proposals for the extraordinary use of all lands,
resources, assets, the disposal and or acquisition of lands, buildings and
other property of the Corporation, non budgeted capital expenditures above
$5000 and accessing credit above $5000 not repayable within a three month
period must be approved at a meeting of the general membership preceded by a
notice of meeting as outlined in Section 19 of these bylaws “Annual and Other
Meetings of the Members”. Emergency replacement or repair of grooming equipment
and repairs to facilities are exempt from this provision but the membership
must be informed at the earliest date possible of such expenditures.
2. Intended usage
of the property owned by the Corporation is restricted to: non-motorized outdoor physical recreational pursuits
identified primarily as Cross Country skiing.
3. Rental of
facilities as determined by the Board of Directors shall be consistent with the
purposes and intended use of the property and facilities owned by the
Corporation as described in the Letters Patent of the Corporation.
4. The use of
motorized vehicles is restricted to such equipment required for maintenance and
development of land owned by the Corporation.
5. Extraordinary usage includes any and all
activities not consistent with the stated purposes of the Corporation ( examples of extraordinary usage include but are not
limited to logging, harvesting of firewood for sale, extraction of sand and
gravel, hunting)
Adopted by the
Membership and sealed with the corporate seal this___12_____day of __April, 2005
President_Ron Chase_____________ Secretary_Catherine McNeice_____________
BY-LAW
NO. 4
MEMBERSHIP
1. The membership shall consist of the
applicants for the incorporation of the
Corporation and such other individuals and such corporations,
partnerships and other legal entities as are admitted as members by the board
of directors by resolution.
2. The Board of Directors may by by-law set
out the qualifications for membership.
3. The
Board of Directors may from time to time by resolution, fix membership dues,
and categories of membership.
Memberships are valid from December 1-November 30 of the following year.
4. 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.
5. A member shall
be disqualified from membership in the Corporation for the nonpayment of dues
as established by the Board, provided that the Board, in cases of special
hardship, may waive a payment of dues or accept late payment.
6. A member shall
also be disqualified by Resolution of the Board of Directors for such
cause as to the Board seems just,
including a breach of any rules of general Application
which may be promulgated from time to
time by the Board.
Adopted by the Membership and sealed with the
corporate seal this ____12th_day of April, 2005
President_Ron
Chase______________
Secretary_Catherine McNeice_________________