Articles & Bylaws

SCHEDULE ‘B’

 

FEDERATION OF CANADIAN ARCHERS INC.

FÉDÉRATION CANADIENNE DES ARCHERS INC.

 

 

BYLAWS

 

GENERAL

1. These Bylaws relate to the general conduct of the affairs of the Federation of Canadian Archers Inc. / Fédération Canadienne des Archers Inc., a Canadian Corporation.

2. The following terms have these meanings in these Bylaws:

a)      Act – the Canada Not-for-Profit Corporations Act, S.C. 2009, c.23, including the Regulations made pursuant to the Act, and any statutes or regulations that may be substituted, as amended from time to time;

b)      Articles – the restated articles of continuance of the Corporation;

c)       Auditor – a Public Accountant, as defined in the Act, appointed by the Members by Ordinary Resolution at the annual meeting to audit the books, accounts, and records of the Corporation for a report to the Members at the next annual meeting;

d)      Board – the Board of Directors of the Corporation;

e)      Corporation – Federation of Canadian Archers Inc.;

f)        Days – total days irrespective of weekends and holidays;

g)      Director – an individual elected to serve on the Board pursuant to these Bylaws;

h)      Member – those organizations meeting the definition of member pursuant to these Bylaws;

i)         Officer – an individual appointed to serve as an Officer of the Corporation pursuant to these Bylaws;

j)         Ordinary Resolution – a resolution passed by the majority of votes cast on that resolution;

k)       Registrants - those individuals who participate in the activities of the Corporation, as defined in these Bylaws.

l)         Special Resolution – a resolution passed by a majority of not less than two thirds of the votes cast on that resolution.

3. The registered office of the Corporation will be located in the province of Ontario, at such address as the Board may determine.

4. Except as provided in the Act, the Board will have the authority to interpret any provision of these Bylaws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the purposes of the Corporation as set out in the Articles.

5. These Bylaws have been drafted in English and the official French text is a translation. In the case of conflicting interpretations, the English version will prevail.

MEMBERSHIP

6. The Corporation has one class of Members, which is the organization recognized by the Corporation as the sole governing body for the sport of archery in each Province or Territory of Canada. Each Member will select its delegate to represent that Member at meetings of Members, provided that such delegate is a Registrant in that Member's jurisdiction. Membership in the Corporation is not transferable.

7. Each Member agrees to abide by the Corporation's Articles, Bylaws, policies, procedures, rules and regulations.

8. Membership will follow the calendar year (January 1 to December 31), and membership dues and fees, and the due date for their payment, will be determined from time to time by the Board.

9. Membership in the Corporation is terminated when:

a)      The Member is liquidated or dissolved;

b)      The Member no longer meets the definition of Members set out in Section 6;

c)       The Member fails to pay its membership dues, fees or other monies owed to the Corporation by the deadline date prescribed by the Corporation;

d)      The Member resigns from the Corporation by giving written notice to the President, in which case the resignation becomes effective on the date specified in the notice. However a Member may not resign from the Corporation if the member is subject to disciplinary investigation or action; or

e)      The Corporation is liquidated or dissolved under the Act.      

10. A Member may also be disciplined, suspended or expelled from the Corporation by the Board for failing to comply with Section 7, provided that the Member is given an opportunity to address the Board before such a decision is made. Such Member will also have recourse to an appeal to the Members at a meeting of Members.

REGISTRANTS

11. Registrants of the Corporation are those individuals who are engaged in activities that are provided, sponsored, supported, sanctioned or recognized by the Corporation and its Members. Registrants include athletes, coaches, officials, administrators, volunteers, and individuals recognized previously by the Corporation as Honorary and Life Members. In all cases, such individuals are registered with an archery club, a Member or with the Corporation directly. The term Registrant is also taken to mean archery clubs that are registered with the Corporation's Members. Registrants are not members of the Corporation, but may be charged registration fees in order to participate in the programs and activities of the Corporation.

MEETINGS OF MEMBERS

12. Meetings of Members will include annual meetings and special meetings, to be held at such date, time and place as determined by the Board.

13. The annual meeting will be held within 15 months of the last annual meeting but not later than six months after the end of the Corporation’s preceding financial year.

14.   A special meeting of the Members may be called at any time by the President or upon the written requisition of Members holding not less than five percent of the total Members' votes. The agenda of special meetings will be limited to the subject matter for which the meeting was called.

15. A meeting of Members may be held by means of telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility.

16. Any Member entitled to vote at a meeting of Members may participate in the meeting by means of telephone, or an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person so participating in a meeting is deemed to be present at the meeting.

17. Notice will include the time and place of a meeting, the proposed agenda, reasonable information to permit Members to make informed decisions, and will be given to each Member by the following means:

a)      By mail, courier or personal delivery to each Member entitled to vote at the meeting, during a period of 21-60 days before the day on which the meeting is to be held; or

b)      By telephone, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of 21-35 days before the day on which the meeting is to be held; or

c)       By posting on the Corporation's web site not less than 30 days before the day on which the meeting is to be held.

18. Persons entitled to be present at a meeting of Members are the delegates identified by the Member to exercise the Member's vote, other representatives of the Member that the Member consents to being present, the Directors, Registrants, the Auditor and such other persons who are entitled or required under any provision of the Act to be present at the meeting. Any other person may be admitted only at the invitation of the Chair of the meeting or by Ordinary Resolution of the Members at the Meeting.

19. Any meetings of Members may be adjourned to any time and place as determined by the Board 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 will be required for any adjourned meeting.

20. Quorum for a Meeting of Members will be a majority of Members. If quorum is met at the start of the meeting, but thereafter Members depart the meeting such that quorum is lost, the meeting is nonetheless a valid meeting and may continue.

21. Each Member is entitled to one vote. There will be no proxy voting. An Ordinary Resolution will decide each issue, unless otherwise provided for in the Act or these Bylaws. In the case of a tie, the vote is defeated. 

22. Except as otherwise provided in the Act, the current edition of Robert's Rules of Order will govern the conduct of a meeting.

 

 

GOVERNANCE

23. The Board will consist of seven Directors, as follows:

a)      Three directors-at-large elected by the Members in even years;

b)      Three directors-at-large elected by the Members in odd years; and

c)       One Athlete Director nominated by the High Performance Committee and elected by the Members in odd years.

24. Any person, who is 18 years of age or older, who has the power under law to contract, who is resident of Canada, who is a Registrant, who has not been declared incapable by a court in Canada or in another country, who does not have the status of bankrupt, and who satisfies the requirements of the Income Tax Act in relation to the eligibility to serve as a director of a registered charity may be nominated for election as a Director-at-Large. To be eligible for election as an Athlete Director, a person must meet these qualifications and must also be currently, or have been previously, a member of the Corporation's national team.

25. Any nomination of an individual for election as a Director-at-large must be supported by a Member, must include the written consent of the nominee, and must be submitted to the registered office of the Corporation 30 days prior to the annual meeting. A nomination for Athlete Director must be supported by the High Performance Committee, must include the written consent of the nominee, and must be submitted to the registered office of the Corporation 30 days prior to the annual meeting. Nominations will be circulated to the Members at least 21 days prior to the annual meeting, and elections will take place at the annual meeting.

26. Directors will serve terms of two years. 

27. A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. This resignation will become effective the date on which the request is accepted by the Board.

28. The office of any Director will be vacated automatically if the Director:

a)      Ceases to meet the qualifications set out in Section 24;

b)      Is charged with and/or convicted of any criminal offense related to the position; or

c)       Upon the Director's death.

29. A Director may be removed by Ordinary Resolution of the Members at a meeting of Members, provided the Director has been given notice of and the opportunity to be heard at such a meeting. If the Director is removed and holds a position as an Officer, the Director will automatically and simultaneously be removed from the position as an Officer.

30. Where the position of a Director becomes vacant for whatever reason, the Board may appoint a qualified individual to fill the vacancy for the remainder of the vacant position's term.

31. The President or a majority of Directors may call a meeting of the Board. 

32. Notice of meetings of the Board will be given to all Directors at least seven days prior to the scheduled meeting.  No notice of a meeting of the Board is required if all Directors waive notice, or if those Directors who are absent consent to the meeting being held in their absence. 

33. At any meeting of the Board, quorum will be a majority of Directors.

34. The President may vote at meetings.

35. A meeting of the Board may be held by means of telephone, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility.

36. Except as otherwise provided in the Act or these Bylaws, the Board has the powers of the Corporation and may delegate any of its powers, duties and functions. More specifically, the Board will:

a)      Approve the vision, mission, values and strategic direction of the Corporation;

b)      Approve policies and procedures to deliver the programs and services of the Corporation;

c)       Provide continuity for the Corporation by ensuring its financial health;

d)      Engage under employment contract an Executive Director to manage and oversee the operations of the Corporation;

e)      Ensure positive relationships with stakeholders; and

f)        Perform any other duties from time to time as may be in the best interests of the Corporation.

OFFICERS

37. The Officers of the Corporation are the President, Vice President Finance, Secretary and Executive Director. With the exception of the Executive Director who is an employee of the Corporation, Officers will serve terms of two years. The position of Secretary will be held by the Executive Director, unless the Board determines otherwise.

38. The President and Vice President Finance will be appointed by the Board from among its members. The Board will appoint a Secretary, who need not be a Director. The process used to appoint the President, Treasurer and Secretary will involve voting by Directors and will be supervised by the Executive Director.

39. The Officers will have the following responsibilities:

a)      The President will be responsible for the general supervision of the affairs of the Corporation, will preside at meetings of Members and at meetings of the Board, will be responsible for the operation of the Board, will be the official spokesperson of the Corporation, and will perform such other duties as may from time to time be established by the Board. 

b)      The Vice President Finance will see that proper accounting records as required by the Act are kept, will cause to be deposited all monies received by the Corporation into the Corporation's bank account, when requested will provide the Board with an account of financial transactions and the financial position of the Corporation, and will perform such other duties as may from time to time be established by the Board.

c)       The Secretary will have charge of the minute books of the Corporation and the documents and registers required to be maintained under the Act. The Secretary will give, or cause to be given, notices of all meetings of the Members and of the Board, will certify all documents of the Corporation which require certification, and will perform such other duties as may from time to time be established by the Board.

d)      The Executive Director is the Chief Executive Officer of the Corporation and will be responsible for the management and supervision of the operations of the Corporation.

40. In addition to naming Officers, the Board may also assign portfolio responsibilities to specific Directors. A Director may be assigned a single portfolio or multiple portfolios. The portfolios include, but are not limited to:

a)      Administration, Marketing and Communication

b)      High Performance

c)       Development

d)      3D Archery

e)      International

41. The Board may, from time to time and subject to the Act, vary, limit or add to the powers and duties of any Officer.

MEMBER COUNCIL

 

42. There will be a Member Council composed of one representative appointed by each Member. The Member Council is responsible for maintaining effective communication between Members and the Corporation, and for advising the Board of Directors on matters of importance to the development of archery at the local, provincial and territorial level. The Member Council is an advisory body and its actions and recommendations are not binding upon Members or upon the Corporation.

 

COMMITTEES

43. The Board may appoint such Committees as it deems necessary for managing the affairs of the Corporation and may appoint members of Committees, may prescribe the duties of Committees, and may delegate to any Committee any of its powers, duties, and functions except where prohibited by the Act or these Bylaws. The Board will establish written terms of reference for all Committees.

44. A quorum for any Committee will be the majority of its members.

45. When a vacancy occurs on any Committee, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Committee’s term. The Board may remove any member of any Committee.

46. The President will be an ex-officio and non-voting member of all Committees of the Corporation.

CONFLICT OF INTEREST

47. In accordance with the Act, a Director, Officer, or member of a Committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Corporation will comply with the Act and the Corporation’s Conflict of Interest Policy and will disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be, will refrain from voting or speaking in debate on such contract or transaction; will refrain from influencing the decision on such contract or transaction; and will otherwise comply with the requirements of the Act regarding conflict of interest.

FINANCE

48. The fiscal year of the Corporation will be April 1 to March 31, or such other period as the Board may from time to time determine.

49. The banking business of the Corporation will be conducted at such financial institution as the Board may designate.

50. The Corporation will send to the Members a copy of the audited financial statements at least 21 days before the annual meeting.

51. The necessary books and records of the Corporation required by these Bylaws or by applicable law will be necessarily and properly kept. Minutes from meetings of the Board and records of the Corporation will be available to the Board, each of whom will receive a copy of such minutes. All other books and records will be available for viewing at the registered office of the Corporation in accordance with the Act.

52. The Executive Director and any Officer will have authority to sign for and on behalf of the Corporation all instruments and contracts. The Board may establish different signing authorities for cheques and other banking documents as it deems appropriate. From time to time the Board may, by resolution, appoint a Director or Officer to sign a specific instrument or contract on behalf of the Corporation. Any instruments or contracts so signed will be binding upon the Corporation without any further authorization or formality.

53. The Corporation may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.

54. The Corporation may invest and may borrow funds upon such terms and conditions as the Board may determine.

55. All Directors, Officers who are not employed by the Corporation, and members of Committees will serve as such without remuneration and will not directly or indirectly receive any profit from their positions as such; provided that Directors, Officers or members of Committees may be paid reasonable expenses incurred by them in the performance of their duties.

AMENDMENT OF BYLAWS

56. Except for the items set out in Section 57, these Bylaws may be amended or repealed by Ordinary Resolution of the Board of Directors. The Directors will submit the Bylaw amendment or repeal to the Members at the next meeting of Members, and the Members may, by Ordinary Resolution, confirm, reject or amend the Bylaw, amendment or repeal. The Bylaw amendment or repeal is effective from the date of the resolution of the Directors. If the Bylaw amendment is confirmed, or confirmed as amended, by the Members it remains effective in the form in which it was confirmed. The Bylaw amendment or repeal ceases to have effect if it is not submitted to the Members as described, or if it is rejected by the Members.

FUNDAMENTAL CHANGES

57. In accordance with the Act, a Special Resolution of the Members is required to make the following fundamental changes to the Articles or Bylaws of the Corporation:

a)      Change the Corporation’s name;

b)      Change the province in which the Corporation’s registered office is situated;

c)       Add, change or remove any restriction on the activities that the Corporation may carry on;

d)      Create a new class or group of Members;

e)      Change a condition required for being a Member;

f)        Change the designation of any class or group of Members or add, change or remove any rights and conditions of any such class or group;

g)      Divide any class or group of Members into two or more classes or groups and fix the rights and conditions of each class or group;

h)      Add, change or remove a provision respecting the transfer of a membership;

i)         Increase or decrease the number of, or the minimum or maximum number of directors;

j)         Change the statement of the purpose of the Corporation;

k)       Change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the Corporation;

l)         Change the manner of giving notice to Members entitled to vote at a meeting of Members;

m)     Change the method of voting by Members not in attendance at a meeting of Members; or

n)      Add, change or remove any other provision that is permitted by this Act to be set out in the Articles.

NOTICE

58. In these Bylaws, written notice will mean notice which is provided by mail, courier, personal delivery, telephone, electronic or other communication facility to the address of record of the Director or Member, as the case may be.

59. Date of notice will be the date on which notice is given by personal delivery, one day after the date on which the notice is delivered by telephone, electronic or other communication facility, two days after the date that notice is couriered, or five days after the date that notice is mailed.

60. The accidental omission to give any notice to any Member, Director, Officer, member of a committee or the Auditor, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the Bylaws, or any error in any notice not affecting its substance will not invalidate any action taken at any meeting to which the notice pertained.

INDEMNIFICATION

61. The Corporation will indemnify and hold harmless out of the funds of the Corporation each Director and Officer, her heirs, executors and administrators from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer. 

62. The Corporation will not indemnify a Director or Officer or any other person for acts of fraud, dishonesty, or bad faith.

63. The Corporation will purchase and maintain in force such Directors and Officers liability insurance as may be approved by the Board.

ADOPTION OF THESE BYLAWS

63. These Bylaws were ratified by a Special Resolution of the Members of the Corporation at a meeting of Members duly called and held on August 7th, 2014.

64. In ratifying these Bylaws, the Members of the Corporation repeal all prior Bylaws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed Bylaws.

 

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