(NON-PROFIT
CORPORATION)
BY-LAW,RULES AND REGULATIONS
FULL
TEXT
Full text of the By-Law, Special
Resolution, Rules and Regulations as adopted by the General Assembly held in
Ottawa on xxxxxxxxx 2003.
BY-LAW
NO. 1
Being the General By-law of
WHITE EAGLES SPORTS CLUB OF OTTAWA
(hereinafter referred to as the
"Corporation")
INTERPRETATION
1. Definitions
In this By-law, unless the context otherwise specifies or requires:
(a) "Act" means the Corporations
Act, R.S.O. 1990, chap. c. 38 as from time to time amended and every
statute that may be substituted therefor and, in the cast of such substitution,
any references in the By-laws of the Corporation to provisions of the Act shall
be read as references to the substituted provisions therefor in the new statute
or statutes;
(b) "By-law" means any
By-law of the Corporation from time to time in force and effect;
(c) "Letters Patent" means
the Letter Patent and any supplementary letters patent of the Corporation;
(d) "Regulations" means the
regulations made under the Act as from time to time amended and every
regulation that may be substituted therefor and, in the case of such
substitution, any reference in the By-laws of the Corporation to provisions of
the regulations shall be read as references to the substituted provisions
therefor in the new regulations;
(e) "Special Resolution" means a resolution passed by the directors and
confirmed with or without variation by at least two-thirds (2/3) of the votes
cast at a general meeting of the members of the Corporation duly called for
that purpose or at an annual meeting, or, in lieu of such confirmation, by the
consent in writing of all members entitled to vote at such meeting.
2.
Interpretation. This By-law shall be, unless the context otherwise
requires, construed and interpreted in accordance with the following:
(a) all terms which are contained in
the By-laws of the Corporation and which are defined in the Act or the
Regulations made thereunder shall have the meanings given to such terms in the
Act or such Regulations;
(b) words importing the singular
number only shall include the plural and vice versa; and the word
"person" shall include bodies corporate, corporations, companies,
partnerships, syndicates, trusts and any number or aggregate of persons;
(c) the headings used in
the By-laws are inserted for reference purposes only and are not to be
considered or taken into account in construing the terms or provisions thereof
or to be deemed in any way to clarify, modify or explain the effect of such
terms or provisions.
HEAD OFFICE
3.
Head Office. The head office of the Corporation shall
be in the City of (name) in the Province of Ontario (subject to change by
Special Resolution) and at such place within the municipality in Ontario where
the head office is from time to time situate as the directors of the
Corporation may from time to time by resolution fix.
SEAL
4.
Seal:
The Seal, an impression of which is stamped in the margin hereof, shall be the
seal of the Corporation.
DIRECTORS
5.
Duties and Number. The affairs of the Corporation shall
be managed by a board of directors who may be known and referred to as
directors, trustees or governors. The board of directors shall consist of the
number of directors set out in the Letter Patent or such other number of
directors as may be determined from time to time by Special Resolution.
6.
Qualifications.
Every director shall be eighteen (19) or more years of age and shall be a
member of the Corporation, or shall become a member of the Corporation within
ten (10) days after election or appointment as a director and no undischarged
bankrupt shall become a director.
7.
First Directors.
The applicants for incorporation shall become the first directors of the
Corporation whose term of office on the board of directors shall continue until
their successors are elected at the first meeting of members.
8.
Election and Term. Subject to the
provision of this By-law, directors shall be elected yearly by the members at
an annual meeting. The directors' term of office shall be from the date of the
meeting at which they are elected until the annual meeting next following or
until their successors are elected. The whole board of directors shall retire
at the annual meeting at which the election of directors is to be made but,
subject to the provisions of the By-laws, shall be eligible for re-election.
9.
Vacancies.
The office of a director shall automatically be vacated:
(a) if the director does not within
ten (10) days after election or appointment as a director become a member, or
ceases to be a member of the Corporation;
(b) if the director becomes bankrupt
or suspends payment of debts generally or compounds with creditors or makes an
authorized assignment or is declared insolvent;
(c) if the director is found to be
mentally incompetent person or becomes of unsound mind;
(d) if the director by notice in
writing to the Corporation resigns office which resignation shall be effective
at the time it is received by the Secretary of the Corporation or at the time
specified in the notice, whichever is later;
(e) if at a special meeting of
members, a resolution is passed by at least two-thirds (2/3) of the votes cast
by the members at the special meeting removing the director before the
expiration of the directo's term of office; or
(f) if the director dies.
10.
Filling Vacancies.
A vacancy occurring in the board of directors shall be filled as follows:
(a) if the vacancy occurs as a result
of the removal of any director by the members in accordance with paragraph 9(e)
above, it may be filled upon the vote of a majority of the members and any
director elected to fill a removed director's place shall hold office for the
remainder of the removed director's term;
(b) any other vacancy in the board of
directors may be filled for the remainder of the term by the directors then in
office, if they shall see fit to do so, so long as there is a quorum of
directors in office provided that if there Is not a quorum of directors, the
remaining directors shall forthwith call a meeting of the members to fill the
vacancy, and, in default or if there are no directors then in office, the
meeting may be called by any member;
(c) otherwise such vacancy shall be
filled at the next annual meeting of the members at which the directors for the
ensuing year are elected.
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.
11.
Executive Committee.
Subject to Section 70 of the Act and in the event that the number of directors
on the board is greater than six (6), the directors may elect from among their
number an executive committee consisting of not fewer than three (3) directors
and may delegate to such executive committee any of the powers of the board of
directors, subject to the restrictions, if any, contained in the By-laws or
imposed from time to time by the board of directors, the executive committee
may meet for the transaction of business, adjourn and otherwise regulate its
meetings as it sees fit may from time to time adopt, amend or repeal rules or
procedures in this regard, provided, however, that if the executive committee
is authorized to fix it quorum, such quorum shall not be less than a majority
of its members. Subject to the act, except to the extent otherwise determined
by the board of directors or , failing such determination, as determined by the
executive committee, the provisions of paragraphs 14 to 21 hereof, inclusive,
shall apply, with necessary modifications to the executive committee.
12.
Other Committees.
The board of directors may from time to time appoint any other committee or
committees, as it deems necessary or appropriate for such purposes and with
such powers as the board shall see fit. Any such committee may formulate its
own rules of procedure, subject to such regulations or directions as the board
may from time to time make. Any committee member may be removed by resolution
of the board of directors. The board of directors may fix any remuneration for
committee members who are not also directors of the Corporation.
13.
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 a
director may be reimbursed for reasonable expensed incurred by the director in
the performance of the director's duties. (Nothing herein contained shall be
construed to preclude any director from serving the Corporation as an officer
or in any other capacity and receiving compensation therefor.)
14.
Place of Meeting.
Meetings of the board of directors may be held either at the head office or at
any place within or outside Ontario.
15.
Notice.
A meeting of directors may be convened by the Chairperson of the board (if any
and if so authorized by Special Resolution of the Corporation), the President,
a Vice-President who is a director or any two directors at any time. The
Secretary, when directed or authorized by any of such officer or any two
directors, shall convene a meeting of directors. The notice of meeting convened
as aforesaid need not specify the purpose of or the business to be transacted
at the meeting. Notice of any such meeting shall be served in the manner
specified in paragraph 56 of the By-law not less than two (2) days (exclusive
of the day on which the notice is delivered or sent but inclusive of the day
for which notice is given) before the meeting is to take place; provided always
that a director may in any manner and at any time waive notice of a meeting of
directors and attendance of a director at a meeting of directors shall
constitute a waiver of notice of the meeting except where a director attends a
meeting for the express purpose of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called; provided further that
meetings of directors may be held at any time without notice if all the
directors are present (except where a director attends a meeting for the
express purpose of objecting to the transaction of any business on the grounds
that the meeting is not lawfully called) or if all of the absent directors
waive notice before or after the date of such meeting.
If the first meeting of the
board of directors following the election of directors by the members is held
immediately thereafter, then for such meeting or for a meeting of the board of
directors at which a director is appointed to fill a vacancy in the board, no
notice shall be necessary to the newly elected or appointed directors or
director in order to legally constitute the meeting, provided that a quorum of
the directors is present.
16.
Error or Omission in Giving Notice. No error or accidental
omission in giving notice of any meeting of directors shall invalidate such
meeting or make void any proceedings taken at such meeting.
17.
Adjournment. Any meeting of directors may be adjourned from time to
time by the chairperson of the meeting, with the consent of the meeting, to a
fixed time and place. Notice of any adjourned meeting of directors is not
required to be given if the time and place of the adjourned meeting is
announced at the original meeting. Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the adjournment and a
quorum is present thereat. The directors who formed a quorum at the original meeting
are not required to form the quorum at the adjourned meeting. If there is no
quorum present at the adjourned meeting, the original meeting shall be deemed
to have terminated forthwith after it adjournment. 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.
18.
Regular Meetings.
The board of directors may appoint a day or days in any month or months for
regular meetings of the board of directors at a place or hour to be named by
the board of directors and a copy of any resolution of the board of directors
fixing the place and time of regular meetings of the board of directors shall
be sent to each director forthwith after being passed, but no other notice
shall be required for any such regular meetings.
19.
Quorum.
The number of directors which shall form a quorum for the transaction of
business shall be that which is set out in the Letters Patent or a Special
Resolution of the Corporation and, in the event of no such provision, a
majority of the directors shall form a quorum for the transaction of business.
Notwithstanding any vacancy among the directors, a quorum of directors may
exercise all the powers of directors.
20.
Voting.
Each director is authorized to exercise one (1) vote. Questions arising at any
meeting of directors shall be decided by a majority of votes. In case of any
equality of votes the chairperson of the meeting in addition to an original
vote shall have a second or casting vote.
21.
Telephone Participation. If
all the directors of the Corporation consent, a meeting of directors may be
held by means of such telephone, electronic or other communication facilities
as permit all persons participating in the meeting to hear each other
simultaneously and instantaneously, and a director participating in such
meeting by such means is deemed to be present at the meeting.
POWERS OF DIRECTORS
22.
Administer Affairs.
The board of directors of the Corporation may administer the affairs of the
Corporation in all things and make or cause to be made of 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
Letters Patent or otherwise authorized to exercise and do.
23.
Expenditures.
The board of directors shall have power to authorize expenditures on behalf of
the Corporation from time to time for the purpose of furthering the objects of
the Corporation. The board of directors shall have the power to enter into a
trust arrangement with a trust company or other financial institution for the
purpose of creating a trust fund in which the capital and interest may be made
available for the benefit of promoting the interest of the Corporation in
accordance with such terms as the board of directors may prescribe.
24.
Borrowing Power.
The board of directors of the Corporation may from time to time:
(a)
borrow money on the credit of the Corporation;
(b)
issue, sell or pledge debt obligations (including bonds, debentures, debenture
stock, notes or other like liabilities whether secured or unsecured) of the
Corporation;
(c)
charge, mortgage, hypothecate or pledge all or any currently owned or
subsequently acquired real or personal, movable or immovable property of the
Corporation, including book debts, rights, powers, franchises and undertakings,
to secure any debt obligations or any money borrowed, or other debt or
liability of the Corporation; and
(d)
delegate the powers conferred on the board of directors under this paragraph to
such officer or officers of the Corporation and to such extent and in such
manner as the directors shall determine.
The powers hereby conferred
shall be deemed to be in supplement of and not in substitution for any powers
to borrow money for the purposes of the Corporation possessed by its directors
or officers independently of this By-law.
25.
Fund Raising.
The board of directors shall take such steps as they may deem requisite to
enable the Corporation to acquire, accept, solicit or receive legacies, gifts,
grants, settlements, bequests, endowments and donations of any kind whatsoever
for the purpose of furthering the objects of the Corporation.
26.
Agents and Employees. The
board of directors may appoint such agents and engage such employees (and may
delegate this function to an officer or officers of the Corporation) as it
shall deem necessary from time to time and said persons shall have such
authority and shall perform such duties as shall be prescribed at the time of
such appointment.
27.
Remuneration of Agents and Employees. The
remuneration of officer, agents, employees and committee members shall, subject
to other provisions of this By-law, be fixed by the board of directors by
resolution provided that the board of directors may delegate this function to
an officer or officers of the Corporation.
OFFICERS
28.
Appointment.
The board of directors shall annually or more often as may be required, elect a
President and Secretary, and if authorized by Special Resolution of the
Corporation, a Chairperson of the board, from among themselves and if deemed
advisable may appoint annually or more often as may be required one or more
Vice-Presidents, a Treasurer and one or more Assistant Secretaries and/or one
or more Assistant Treasurers. A director may be appointed to any office of the
Corporation but, subject to Section 291 of the Act, none of the said officers
except the Chairperson of the board and the President need be a director or
member of the Corporation. Two or more of the aforesaid offices may be held by
the same person. In case and wherever the same person holds the offices of
Secretary and Treasurer that person may but not need be known as the
Secretary-Treasurer. The board of directors may from time to time appoint such
other officers and agents as it shall deem necessary who shall have such
authority and shall perform such duties as may from time to time be prescribed
by the board of directors.
29.
Vacancies.
Notwithstanding the foregoing, each incumbent officer shall continue in office
until the earlier of:
(a) that officer's resignation, which
resignation shall be effective at the time the written resignation is received
by the Secretary of the Corporation or at the time specified in the
resignation, whichever is later;
(b) the appointment of a successor;
(c) that officer ceasing to be a
director or member if such is a necessary qualification of appointment;
(d) the meeting at which the directors
annually appoint the officers of the Corporation;
(e) that officer's removal;
(f) that officer's death.
If the office of any officer of
the Corporation shall be or become vacant the directors by resolution may
appoint a person to fill such vacancy.
30.
Remuneration of Officers. The
remuneration of all officers appointed by the board of directors shall be
determined from time to time by resolution of the board of directors (except
that no officer who is also a director shall be entitle to receive remuneration
for acting as such.) All officers shall be entitled to be reimbursed for
reasonable expenses incurred in the performance of the officer's duties.
31.
Removal of Officers. All
officers, in the absence of agreement to the contrary, shall be subject to
removal by resolution of the board of directors at any time, with or without
cause.
32.
Duties of Officers may be Delegated. In
case of the absence or inability to act of any officer of the Corporation or
for any other reason that the board of directors may deem sufficient, the board
of directors may delegate all or any of the powers of any such officer to any
other officer or to any director for the time being.
33.
Powers and Duties.
All officers shall sign such contracts, documents or instruments in writing as
require their respective signatures and shall respectively have and perform all
powers and duties incident to their respective offices and such other powers
and duties respectively as may from time to time be assigned to them by the
board of directors. The duties of the officers shall include:
(a) Chairperson of the Board. Where
the Corporation by Special Resolution provides for the election by the directors
of a Chairperson of the board from among themselves, the directors may define
the duties, and may assign to the Chairperson of the board any or all of the
duties of the President or other officer of the Corporation, and in that case
the Special Resolution shall fix and prescribe the duties of the President.
(b) President. The
President shall be the chief executive officer of the Corporation unless
otherwise determined by resolution of the board of directors. The President
shall be a director and shall be vested with and may exercise all of the powers
and perform all of the duties of the Chairperson of the board in the event that
there is no Chairperson of the board, or where there is a Chairperson of the
board and such person is absent or refuses to act.
(c) Vice-President.
The Vice-President or, if more than one, the Vice-Presidents, in order of
seniority, shall be vested with all the powers and shall perform all the duties
of the President in the absence or inability or refusal to act of the
President; provided, however, that a Vice-President who is not a director shall
not preside as Chairperson at any meeting of the board of directors or of
committees of directs, if any, and that a Vice-President who is not a director
and member shall not, subject to paragraph 48 of this By-law, preside at any
meeting of members.
(d) Secretary.
The Secretary shall give or cause to be given notices for all meetings of the
board of directors or the executive committee, if any, and members when
directed to do so and have charge of the corporate seal of the Corporation, the
minute books of the Corporation and the documents and registers referred to in
Section 300 of the Act.
(e) Treasurer.
Subject to the provisions of any resolution of the board of directors, the
Treasurer shall have the care and custody of all the funds and securities of
the Corporation and shall deposit the same in the name of the Corporation in
such bank or banks or with such depository or depositories as the board of
directors may direct. The Treasurer shall deep or cause to be dept the
requisite books of account and accounting records. The Treasurer may be
required to give such bond for the faithful performance of the Treasurer's
duties as the board of directors in their uncontrolled discretion may require
but no director shall be liable for failure to require any bond or for the
insufficiency of any bond or for any loss by reason of the failure of the
Corporation to receive any indemnity thereby provided.
(f) Assistant Secretary and
Assistant Treasurer. The Assistant Secretary or, if more than
one, the Assistant Secretaries in order of seniority, and the Assistant
Treasurers in order of seniority, shall respectively perform all the duties of
the Secretary and the Treasurer, respectively, in the absence or inability or
refusal to act of the Secretary or the Treasurer, s the case may be.
(g) Executive Director.
The board of directors may from time to time appoint an Executive Director and
may delegate to that person full power to manage and direct the business and
affairs of the Corporation (except such matters and duties as by law must be
transacted or performed by the board of directors and/or by the members) and to
employ and discharge agents and employees of the Corporation or may delegate to
that person any lesser authority. The Executive Director shall conform to all
lawful orders given by the board of directors of the Corporation and shall at
all reasonable times give to the directors or any of them all information they
may require regarding the affairs of the Corporation.
INDEMNITIES TO DIRECTORS AND
OTHERS
34.
For the Protection of Directors and Officers.
Except as otherwise provided in the Act no director or officer for the time
being of the Corporation shall be liable for the acts, receipts, neglects or
defaults of any other director or officer or employee or for any loss, damage
or expense happening to the Corporation through the insufficiency or deficiency
of title to any property acquired by the Corporation or for or on behalf of the
Corporation or for the insufficiency or deficiency of any security in or upon
which any of the moneys 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 including any person with whom any moneys,
securities or effects shall be lodged or deposited or for any loss, conversion,
misapplication or misappropriation of any damage resulting from any dealings
with any moneys, securities or other assets belonging to the Corporation or for
any other loss, damage or misfortune whatever which may happen in the execution
of the duties of the director's or officer's respective office or trust or in
relation thereto unless the same shall happen by or through the director's or
officer's own willful neglect or default.
INDEMNITIES TO DIRECTORS AND
OTHERS
35.
Indemnities to Directors and Others. Every director or
officer of the Corporation or other person who has undertaken or is about to
undertake any liability on behalf of the Corporation or any corporation controlled
by it and their heirs, executors and administrators, and estate and effects,
respectively, shall from time to time and at all times, be indemnified and
saved harmless out of the funds of the Corporation, from and against:
(a) all costs, charges and expenses
whatsoever which such director, officer or other person sustains or incurs in
or about any action, suit or proceeding that is brought, commenced or
prosecuted against the director, officer or other person for or in respect of any
act, deed matter or thing whatever, made, done or permitted by them, in or
about the execution of the duties of such office or in respect of any such
liability; and
(b) all other costs, charges and
expenses which the director, officer or other person sustains or incurs in or
about or in relation to the affairs thereof, except such costs, charges or
expenses as are occasioned by their own willful neglect or default.
The Corporation shall also
indemnify any such person in such other circumstances as the Act or law permit
or requires. Nothing in this By-law shall limit the right of any person entitle
to indemnity to claim indemnity apart from the provisions of this By-law to the
extent permitted by the Act or law.
INTERESTED DIRECTOR CONTRACTS
36.
Conflict of Interest. A director who is in any
way directly or indirectly interested in a contract or proposed contract with
the Corporation shall make the disclosure required by the Act. Except as
provided by the Act, no such director shall vote on any resolution to approve
any such contract. In supplement of and not by way of limitation upon any
rights conferred upon directors by Section 71 of the Act and specifically
subject to the provisions contained in that section, it is declared that no
director shall be disqualified by any such office from, or vacate any such
office by reason of, holding any office or place of profit under the
Corporation or under any corporation in which the Corporation shall be a shareholder
or by reason of being otherwise in any way directly or indirectly interested or
contracting with the Corporation as vendor, purchaser or otherwise or being
concerned in any contract or arrangement made or proposed to be entered into
with the Corporation in which the director is in any way directly or indirectly
interest as vendor, purchaser or otherwise. Subject to compliance with the Act,
no contract or arrangement entered into by or on behalf of the Corporation in
which any director shall be in any way directly or indirectly interested shall
be voided or voidable and no director shall be liable to account to the
Corporation or any of its members or creditors for any profit realized by or
from any such contract or arrangement by reason of any fiduciary relationship.
37.
Submission of Contract or Transaction to Members for Approval. The
board of directors in its discretion may submit any contract, act or
transaction with the Corporation for approval or ratification at any annual
meeting of the members or at any general meeting of the members called for the
purpose of considering the same and, subject to the provision of Section 71 of
the Act, any such contract, act or transaction that shall be approved or
ratified or confirmed by a resolution passed by a majority of the votes cast at
any such meeting (unless any different or additional requirement is imposed by
the Act or by the Letters Patent) shall be as valid and as binding upon the
Corporation and upon all the members as though it had been approved, ratified
or confirmed by every member of the Corporation.
MEMBERS
38.
Entitlement. Membership in the Corporation shall
be available to those persons who are interest in furthering the objectives of
the Corporation and whose application for admission as a member has received
the approval of the board of directors of the Corporation. The board of
directors may also pass membership rules, providing, among other things, for
the admission of members by the Secretary of the Corporation. Each member shall
be promptly informed by the Secretary of their admission as a member.
39.
Resignation. Any member may withdraw from the
Corporation by delivering to the Corporation a written resignation and lodging
a copy of the same with the Secretary of the Corporation. A resignation shall
be effective from acceptance thereof by the board of directors. In the case of
resignation, a member shall remain liable for payment of any outstanding
membership dues levied or which became payable by the member to the Corporation
prior to such person's resignation.
40.
Termination of Membership. The interest of a member in the
Corporation is not transferable and lapses and ceases to exist:
(a) upon death or dissolution of the
member;
(b) when the member's period of
membership expires (if any);
(c) when the member ceases to be a
member by resignation or otherwise in accordance with the By-laws;
(d) if at a special meeting of
members, a resolution is passed to remove the member by at least two-thirds
(2/3) of the votes cast at the special meeting provided that the member shall
be granted the opportunity to be heard at such meeting.
41.
Membership Dues. Members shall be notified
in writing of the membership fees at any time payable by them and, if any are
not paid within one (1) calendar month of the membership renewal date, as the
case may be, the members in default shall thereupon cease to be members of the
Corporation.
MEMBERS' MEETINGS
42.
Annual Meeting.
Subject to compliance with Section 293 of the Act, the annual meeting of the
members shall be held on such day in each year and at such time as the
directors may by resolution determine at any place within Ontario or, in the
absence of such determination, at the place where the head office of the
Corporation is located.
43.
General Meetings. Other meetings of
the members may be convened by order of the Chairperson of the board, the
President if a director or a Vice-President who is a director and member or by
the board of directors at any date and time and at any place within Ontario or,
in the absence of such determination, at the place where the head office of the
Corporation is located. The board of directors shall call a general meeting of
members on written requisition of not less than one-tenth (1/10th)
of the members.
44.
Notice.
Subject to Section 133(2) of the Act, ten (10) days' written notice shall be
given in the manner specified in paragraph 56 to each voting member of any
annual or special general meeting of members. Notice of any meeting where
special business will be transacted should contain sufficient information to
permit the member to form a reasoned judgment on the decision to be taken.
45.
Waiver of Notice. A member and
any other person entitled to attend a meeting of members may in any manner
waive notice of a meeting of members and attendance of any such person at a
meeting of members shall constitute a waiver of notice of the meeting except
where such person attends a meeting for the express purposes of objecting to
the transaction of any business on the grounds that the meeting is not lawfully
called.
46.
Error or Omission in Giving Notice. No error or omission in
giving notice of any annual or special meeting or any adjourned meeting of the
members of the Corporation shall invalidate any resolution passed or any
proceedings taken at any meeting of members.
47.
Quorum. A quorum
at any meeting of the members (unless a greater number of members and/or
proxies are required to be present by the Act, Letters patent or By-law) shall
be persons present being not less than two in number and being or representing
by proxy not less than two members. No business shall be transacted at any
meeting unless the requisite quorum be present at the time of the transaction
of such business. If a quorum is not present at the time appointed for a
meeting of members or within such reasonable time thereafter as the members
present may determine, the persons present and entitle to vote may adjourn the
meeting to a fixed time and place but may not transact any other business and
the provisions of paragraph 56 with regard to notice shall apply to such
adjournment.
48.
Chairperson of the Meeting. In the event that the
Chairperson of the board, if any, is, by Special Resolution of the Corporation
entitled or required to act as chairperson of the meeting and is absent, the
President is absent or is not a director and there is no Vice-President present
who is a director and a member, the persons who are present and entitled to
vote shall choose another director as chairperson of the meeting and if no director
is present or if all the directo5rs present decline to take the chair then the
person who are present and entitle to vote shall choose one of their number to
be chairperson.
49.
Adjournment. The chairperson of any meeting may with the consent
of the meeting adjourn the same from time to time to a fixed time and place and
no notice of such adjournment need be given to the members. 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.
50.
Votes. Every question submitted to any meeting of members shall be
decided in the first instance by a show of hands and in the case of an equality
of votes the chairperson of the meeting shall both on a show of hands and at a
poll have a second or casting vote in addition to the vote or votes to which
the chairperson may be otherwise entitled.
No member shall be entitled
either in person or by proxy to vote at meetings of members of the Corporation
unless the member has paid all dues or fees, if any, then payable by the
member.
At any meeting unless a poll is
demanded a declaration by the chairperson of the meeting that a resolution has
been carried or carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be conclusive evidence of the fact.
A poll may be demanded either
before or after any vote by show of hands by any person entitled to vote at the
meeting. If at any meeting a poll is demanded on the election of a chairperson
or on the question of adjournment is shall be taken forthwith without
adjournment. If at any meeting a poll is demanded on any other question or as
to the election of directors, the vote shall be taken by ballot in such manner
and either at once, later in the meeting or after adjournment as the
chairperson of the meeting directs. The result of a poll shall be deemed to be
the resolution of the meeting at which the poll was demanded. A demand for a
poll may be withdrawn.
51.
Proxies.
Votes at meetings of the members may be given either personally or by proxy or,
in the case of a member who is a body corporate or association, by an
individual authorized by a resolution of the board of directors or governing
body of the body corporate or association to represent it at meetings of
members of the Corporation. At every meeting at which a member is entitled to
vote, every member and/or person appointed by proxy to represent one or more
members and/or individual so authorized to represent a member who is present in
person shall have one vote on a show of hands. Upon a poll and subject to the
provisions, if any, of the Letters Patent, every member who is entitled to vote
at the meeting and who is present in person or represented by an individual so
authorized shall have one vote and every person appointed by proxy shall have
one vote for each member who is entitled to vote at the meeting and who is
represented by such proxyholder.
A proxy shall be executed by the
member or the member's attorney authorized in writing or, if the member is a
body corporate or association, by a officer or attorney thereof duly
authorized.
A person appointed by proxy must
be a member.
A proxy may be in the following
form:
The undersigned member of WHITE
EAGLES SPORTS CLUB OF OTTAWA hereby appoints (name) of
or failing the person appointed above, (name)
of
as the proxy of the undersigned to attend and act at the meeting of the members
of the said Corporation to be held on the day
of ,
20 , and at any adjournment or adjournments
thereof in the same manner, to the same extent and with the same power as if
the undersigned were present at the said meeting or such adjournment or
adjournments thereof.
DATED
the day
of , 20
.
Signature of member
The directors may from time to
time make regulations regarding the lodging of proxies at some place or places
other than the place at which a meeting or adjourned meeting of members is to
be held and for particulars of such proxies to be cabled or telegraphed or sent
by facsimile or in writing before the meeting or adjourned meeting to the
Corporation or any agent of the Corporation for the purpose of receiving such
particulars and providing that proxies so lodged may be voted upon as though
the proxies themselves were produced at the meeting or adjourned meeting and
votes given in accordance with such regulation shall be valid and shall be
counted. The chairperson of any meeting of members may, subject to any
regulations made as aforesaid, in the chairperson's discretion accept
telegraphic or cable or facsimile or written communication as to the authority
of any person claiming to vote on behalf of and to represent a member notwithstanding
that no proxy conferring such authority has been lodged with the Corporation,
and any votes given in accordance with such telegraphic or cable or facsimile
or written communication accepted by the chairperson of the meeting shall be
valid and shall be counted.
CUSTODY AND VOTING OF SHARES
AND SECURITIES
52.
Voting Shares and Securities. All of the shares or other
securities carrying voting rights of any company or corporation held from time
to time by the Corporation may be voted at any and all meetings of
shareholders, bondholders, debenture holders or holders of other securities (as
the case may be) of such company of corporation and in such manner and by such
person or person as the board of directors of the Corporation shall from time
to time determine. The duly authorized signing officers of the Corporation may
also from time to time execute and deliver for and on behalf of the Corporation
proxies and/or arrange for the issuance of voting certificates and/or other
evidence of the right to vote in such names as they may determine without the
necessity of a resolution or other action by the board of directors.
53.
Custody of Securities.All shares and securities owned by the Corporation
shall be lodged (in the name of the Corporation) with a chartered bank or a
trust company or in a safety deposit box or, if so authorized by resolution of
the board of directors, with such other depositories or in such other manner as
may be determined from time to time by the board of directors.
All share certificates, bonds,
debentures, notes or other obligations belonging to the Corporation may be
issued or held in the name of a nominee or nominees of the Corporation (and if
issued or held in the names of more than one nominee shall be held in the names
of the nominees jointly with the right of survivorship) and shall be endorsed
in blank with endorsement guaranteed in order to enable to transfer to be completed
and registration to be effected.
EXECUTION OF INSTRUMENTS
54.
Execution of Instruments. Contracts,
documents or instruments in writing requiring the signature of the Corporation
may be signed by:
(a) any one of the Chairperson of the
board, the President or a Vice-President together with any one of the Secretary
of the Treasurer;
(b) any two directors;
(c) any one of the aforementioned
officers together with any one director;
and all contracts, documents and
instruments in writing so signed shall be binding upon the Corporation without
any further authorization or formality. The board of directors shall have power
from time to time by resolution to appoint any officer or officers or any
person or persons on behalf of the Corporation either to sign contracts,
documents and instruments in writing generally or to sign specific contracts,
documents or instrument in writing.
The term "contracts,
documents or instruments in writing" as used in this By-law shall include
but not be limited to deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property real or personal, immovable or movable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of shares, share warrants,
stocks, bonds, debentures or other securities and all paper writings.
The seal of the Corporation when
required may be affixed to any instruments in writing signed as aforesaid or by
any officer or officers appointed by resolution of the board of directors.
CHEQUES, DRAFTS, NOTES, ETC.
55.
Cheques, Drafts, Notes, Etc. All cheques, drafts or
order for the payment of money and all notes and acceptance and bills of
exchange shall be signed by such officer or officers or person or persons,
whether or not officers of the Corporation, and in such manner as the board of
directors may from time to time designate by resolution.
NOTICES
56.
Service.
Any notice or other document required by the Act, the Regulations, the Letters
Patent, or the By-laws to be sent to any member or director or to the auditor
shall be delivered personally or sent by prepaid mail or by telegram or cable
or facsimile to any such member or director at their latest address as shown in
the records of the Corporation and to the auditor at its business address, or
if no address be given therein 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.
57.
Signature to Notices. The signature of any director or officer
of the Corporation to any notice or document to be given by the Corporation may
be written, stamped, typewritten or printed or partly written, stamped,
typewritten or printed.
58.
Computation of Time.Where a given number of days' notice or notice
extending over a period is required to be given under the By-laws, letters
patent or supplementary letters patent of the Corporation, 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.
59.
Proof of Service.
With respect to every notice or other document sent by post it shall be
sufficient to prove that the envelope or wrapper containing the notice or other
document was properly addressed as provided in paragraph 56 of this By-law and
put into a Post Office or into a letter box. A certificate of an officer of the
Corporation in office at the time of the making of the certificate as to facts
in relation to the sending or delivery of any notice or other document to any
member, director, officer or auditor or publication of any notice or other
document shall be conclusive evidence thereof and shall be finding on every
member, director, officer or auditor of the Corporation as the case may be.
AUDITORS
60.
Auditors. The
members shall at each annual meeting appoint an auditor to audit the accounts
of the Corporation for report to members who shall hold office until the next
following annual meeting, provided, however, that the directors may fill any
casual vacancy in the office of the auditor. If an appointment is not so made,
the auditor in office must continue until a successor is appointed. The
remuneration of the auditor shall be fixed by the members or by the directors
if they are authorized to do so by the members and the remuneration of an
auditor appointed by the directors shall be fixed by the directors. The members
may, by resolution passed by at least two-thirds (2/3) of the votes cast at a
general meeting of which notice of intention to pass the resolution has been
given, remove any auditor before the expiration of the auditor's term of office
and shall by a majority of the votes cast at that meeting appoint another
auditor in such auditor's stead for the remainder of the term.
FINANCIAL YEAR
61.
Financial Year.
The financial year of the Corporation shall terminate on the
day of
in each year or on such other date as the directors may from time to time by
resolution determine.
ENACTED this day of November, 2003.
WITNESS the seal of the Corporation.
President
Secretary
SPECIAL RESOLUTION
Rules and Regulations. Subject to the
provision of the By-Law of White Eagles Sports Club of Ottawa, the following
Rules and Regulations have been adopted by the Annual General Assembly held in
Ottawa on the xxxxxxxx 2003.
