Erin Tennis By Laws - Erin Tennis Club

A by-law relating generally to the conduct
of the affairs of

Erin Tennis Club
(the “Corporation” or the “Club”)
BE IT ENACTED as a by-law of the Corporation as follows:

Interpretation

1.1 Definitions. In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“board” means the board of directors of the Corporation and “director” means a member of the board;
“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
“Club Rules” means the rules, regulations and policies of the Club which support the operation of the Club and the enjoyment of the game of tennis by all members.
“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution
1.2 Interpretation. In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
1.3 Act Definitions. Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

Execution of Documents
1. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of the President, Vice-President and Treasurer. In addition, the board may from time to time direct the manner in which and the person or persons 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 signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
Financial Matters
1. Financial Year End. The financial year end of the Corporation shall be December 31 in each year.
2. Banking Arrangements. The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by the Treasurer of the Corporation and/or other officers as the board of directors may by resolution from time to time designate, direct or authorize.
3. Borrowing Powers. If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:
  1. borrow money on the credit of the corporation;
  2. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
  3. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.
  4. Expenditures. The board shall be authorized to enter into lawful contracts with suppliers, contractors and individuals to a maximum of Ten Thousand dollars ($10,000). Any expenditures, loans or contracts exceeding this maximum amount must be approved by a majority vote of members at a general meeting.
  5. Annual Financial Statements. The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge by email or other form of electronic communication.
Membership
1. Classes. Subject to the articles, there shall be one class of members in the Corporation to be know as Adult Members.
2. Eligibility. Membership in the Corporation shall be available only to individuals over the age of 18 interested in furthering the Corporation’s purposes and who have applied for and been accepted into membership in the Corporation by resolution of the board or in such other manner as may be determined by the board.
3. Voting. Each member in good standing shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation. A member in good standing is one who has paid any membership dues or other fees owing to the Club and who is not the subject of a disciplinary investigation or other sanction by the Club.
4. Agreement. All members must agree to abide by the Bylaws and Club Rules.
5. Term of Membership. The term of membership shall be annual, commencing on a date in April selected by the Board each year and terminating one year thereafter.
6. Maximum Number. The Club reserves the right to restrict the maximum number of members eligible to join the Club each year.
7. Membership Transferability. A membership may only be transferred to the Corporation.
8. Membership Dues. Membership dues shall be established by the Board each year and shall be paid annually. Members shall be notified via electronic communication (such as email), mail or through posted notices of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
9. Termination of Membership. A membership in the Corporation is terminated when:
  1. the member dies or resigns;
  2. a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws;
  3. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
  4. the member’s term of membership expires; or
  5. the Corporation is liquidated and dissolved under the Act.Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
  6. Discipline of Members. Any allegations of improper conduct and behavior by Club members shall be investigated by an ad hoc Conduct and Behaviour Committee, composed of at least two adult members one of whom shall be a Director (the “Conduct Committee”). The investigation shall be completed within 30 days of the allegations being brought to the Board’s attention. Upon completion of the investigation, the Conduct Committee may make any one of the following recommendations to the Board:
    1. If the conduct is considered prejudicial or harmful to the Club and/or its members, the Conduct Committee may recommend the suspension or cancellation of the membership of the member in question.
    2. If the conduct is considered improper but not harmful to the Club, the Conduct Committee may recommend a warning or caution to the member in question.
    3. If the conduct is not considered improper or harmful, the Conduct Committee may recommend that no action be taken.The member in question shall be advised by email or registered post of such recommendation in care of the member’s email or residence as indicated on the books of the Club. The member shall also be advised of the date, time and place of the meeting of the Board of Directors which will consider this recommendation and shall be told that she or he has the opportunity to attend the meeting in order to show cause as to why the recommendation should not be implemented. Suspension or Cancellation of membership or the issuance of a caution shall occur upon resolution of the Board of Directors at a duly constituted meeting. Disciplinary decisions will require a majority vote by a quorum of the attending Directors.
    4. Special Resolutions Required. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to sections 4.1, 4.2 and 4 4.3 of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m). Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete section 4.7 of the by-laws.
Members Meetings
1. Notice. Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
2. Members Calling a Members’ Meeting. The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
3. Annual General Meetings. Annual meetings include the following items of business: consideration of the financial statements, receipt of report from the public accountant (if appointed), the appointment of a public accountant (if appointed) and election of directors.
4. Proposals Nominating Directors at Annual Members’ Meetings. Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
5. Cost of Publishing Proposals for Annual Members’ Meetings. The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
6. Place of Members’ Meeting. Meetings of the members will be held at the clubhouse of the Corporation or at another location in the Town of Erin designated by the Board.
7. Persons Entitled to be Present at Members’ Meetings. Only Members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members’ meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.
8. Chair of Members’ Meetings. In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
9. Quorum at Members’ Meetings. A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be ten (10) members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
10. Votes to Govern at Members’ Meetings. At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
11. Participation by Electronic Means at Members’ Meetings. If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
12. Members’ Meeting Held Entirely by Electronic Means. Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
Directors
1. Powers of Directors. The property and business of the Club shall be managed by a board of directors. The board shall carry out its duties in a manner consistent the Act and with the purpose of the organization and in keeping with the best interests of the Club. The board will develop, implement and monitor a long-term capital expenditure plan to ensure the maintenance and improvement of tennis court facilities and inclusion of new projects to respond to membership needs.
2. Number of Directors. The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.
3. Term of Office of Directors. The directors shall be elected by the members to hold office for a term expiring not later than the close of the next annual meeting of members following the election.
4. Vacancy on the Board of Directors. A quorum of directors may fill a vacancy among the directors, with the exception that a vacancy resulting from an increase in the minimum or maximum number of directors provided for in the articles or a failure to elect the minimum number of directors provided for in the articles must be filled by a vote of the members at a special meeting called for that purpose. A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.
5. Qualifications of Directors. A director of the Corporation is required to be a member of the Corporation. Subject to the Act, the following persons are disqualified from being a director of the Corporation:
  1. anyone who is less than 18 years of age;
  2. anyone who has been declared incapable by a court in Canada or in another country;
  3. a person who is not an individual; and
  4. a person who has the status of a bankrupt.
Directors’ Meetings
1. Calling of Meetings of Board of Directors. Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.
2. Notice of Meeting of Board of Directors. Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section 9.1 of this by-law to every director of the Corporation not less than 4 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
3. Regular Meetings of the Board of Directors. The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
4. Votes to Govern at Meetings of the Board of Directors. At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
5. Committees of the Board of Directors. The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, 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.
Officers
1. Appointment of Officers. The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
2. Description of Offices. Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
  1. Chair of the Board – The Chair of the Board, if one is to be appointed, shall be a director. The Chair of the Board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The Chair shall have such other duties and powers as the board may specify.
  2. Vice-Chair of the Board – The Vice-Chair of the Board, if one is to be appointed, shall be a director. If the Chair of the Board is absent or is unable or refuses to act, the Vice-Chair, if any, shall, when present, preside at all meetings of the board of directors and of the members. The Vice-Chair shall have such other duties and powers as the board may specify.
  3. President – If appointed, the President shall, subject to the authority of the board, have general supervision of the affairs of the Corporation. The President shall:
    1. Be the official representative and designated spokesperson for the Club;
    2. Be the Chief Executive Officer of the Corporation and be responsible for the functions of the board of directors;
    3. Be a signing authority for the Club;
    4. Be an ex-officio member of all committees and sub-committees;
    5. Be responsible for the promotion and maintenance of a positive Club profile in the community;
    6. Ensure that the Club is represented at all external meetings and meetings of significance;
    7. Appoint from time to time such special committees as deemed necessary; and
    8. Suspend any member or director from the privileges of the Club or the duties of any office, until the next meeting of the board of directors, but not in any case more than thirty (30) days, from when the offense for which such suspension was made shall be dealt with by the said Board; and
    9. Perform any other duties as assigned by the board of directors
  4. Vice President – If appointed, the Vice-President shall carry out the duties of the President in his or her absence, and shall:
    1. Be a signing authority
    2. Assist the President in overseeing the day-to-day operation of the Club
    3. Be responsible for the promotion and maintenance of a positive Club profile in the community; and
    4. Perform any other duties as assigned by the President or the board of directors.
  5. Secretary – If appointed, the Secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The Secretary shall also:
    1. enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings;
    2. give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees, including notices of meetings;
    3. Publish and post agendas and approved minutes of all duly constituted meetings of the Club, including Board of Directors meetings;
    4. be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation and maintain copies of all significant correspondence related to the Club;
    5. Keep a record of the Membership and Junior Players and their addresses and email addresses;
    6. File information returns as required; and
    7. Perform any other duties as assigned by the President or the board of directors.
  6. Treasurer – If appointed, the Treasurer shall:
    1. Be responsible for all monies of the Club and for their deposit in the name of and to the credit of the Club in a chartered bank.
    2. Be a signing authority;
    3. Dispense funds with the approval of the board of directors;
    4. Recommend a policy for the investment of Club funds to the board of directors;
    5. Ensure that the signing officers are any two of the designated members of the board of directors;
    6. Be responsible for reconciling and reporting to the board the financial accounts of the Club at each board meeting;
    7. Prepare an annual budget with regard to the current and future financial obligations of the Club and track expenditure against the budget;
    8. Prepare an annual report and make the financial records available for review as required;
    9. Evaluate, review and recommend financial policy to the board of directors; and
    10. Perform any other duties as assigned by the President or the board of directors.;
3. Vacancy in Office. In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
  1. the officer’s successor being appointed,
  2. the officer’s resignation,
  3. such officer’s death.If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
Notice
1. Method of Giving Any Notice. Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
  1. if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
  2. if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
  3. if sent to such person by telephonic, electronic or other communication facility (such as email) at such person’s recorded address for that purpose; or
  4. if provided in the form of an electronic document in accordance with Part 17 of the Act.A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
General Provisions
1. Invalidity of any Provisions of this By-law. 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.
2. Omissions and Errors. The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
3. Mediation and Arbitration. Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.
4. Dispute Resolution Mechanism. In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
  1. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
  2. The number of mediators may be reduced from three to one or two upon agreement of the parties.
  3. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
5. All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
6. By-laws and Effective Date. Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting. This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (Fundamental Change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.

ENACTED BY THE Board of Directors of the Club the 3rd day of April, 2018.