FEDERATION OF CANADIAN ARCHERS INC.
(herein called the "Corporation")
1. The name of the Corporation is the Federation of Canadian Archers Inc., or in the French language Fédération Canadienne des Archers Inc.
2. The objects of the Corporation are the following:
(a) to perpetuate, foster and direct the practice of archery in accordance with good sportsmanship and honourable tradition of that most ancient sport;
(b) to regulate archery under its jurisdiction and to deal with any infringement thereof and to enforce rules for the practice of archery in all its forms and to hold annual tournaments to determine the champions of the Corporation;
(c) to collaborate with provincial associations affiliated with the Corporation for the objects aforesaid;
(d) to represent Canada in international archery events;
(e) to receive gifts and donations for the purpose of promoting the objects aforesaid;
Such objects are to be carried out in more than one Province of Canada.
3. The head office of the Corporation will be situated at the Regional Municipality of Ottawa/Carleton, in the Province of Ontario.
4. The Corporation is to be carried on without pecuniary gain to its members and any profits or other accretions to the Corporation are to be used in promoting its objects.
being the General By-Laws of:
FEDERATION OF CANADIAN ARCHERS INC. - FEDERATION CANADIENNE DES ARCHERS INC. (hereinafter called the "Corporation").
ARTICLE I - REGISTERED OFFICE
1.01 Until changed in accordance with the Act, the registered office of the Corporation shall be at the place specified in the Charter and at such place therein as the directors may from time to time decide.
1.02 The Corporation may establish such other offices and agencies elsewhere within Canada as the Board of Directors may deem expedient by resolution.
ARTICLE II - SEAL
2.01 Until changed, the seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation. The corporate seal shall remain in the custody of the Vice-President - Corporate Secretary/Treasurer, to be delivered to such person or persons as authorized by resolution of the Board of directors.
ARTICLE III - BOARD OF DIRECTORS
3.01 Number - The affairs of the Corporation shall be managed by a Board of Directors consisting of:
(a) 1 provincial director for each voting member (as hereinafter defined) and elected or appointed by such voting member as it shall determine.
(b) 3 directors elected by the voting members at the annual general meeting held in odd-numbered years and the remaining directors elected by the voting members at the annual general meeting held in even-numbered years as hereinafter provided (hereinafter "directors-at-large").
(c) 1 Director titled Athlete's Representative, shall be appointed to the Board by the High Performance Committee. The appointee's name shall be conveyed to the Corporation prior to the Annual General Meeting of the Corporation at which the Athlete's Representative is to be named.
3.02 Term of office and filling of vacancies –
(a) Provincial director terms shall be determined by the respective voting members.
(b) Directors’-at-large term of office shall be a maximum of 2 years, from the date of the meeting at which directors are elected or appointed until the annual general meeting next following at which elections are to be held, or until their successors are elected or appointed.
(c) Athlete Representative's term of office is two years.
3.03 Vacation of Office - The office of a director may forthwith be vacated:
(a) if he fails to comply with any requirements imposed by the Act, the Charter, or with any valid by-law respecting the qualification of directors;
(b) if he resigns his office and gives notice to the Corporation of such resignation;
(c) if an Officer, or member of the Board of Directors, receives notification, in writing, from a member in good standing of the FCA, detailing that a Director has acted fiscally irresponsibly, or in some manner jeopardized the integrity of the Federation, the said Director's case shall be reviewed by the FCA Executive. After thorough investigation by the Executive, should the charges against the Director be deemed as substantiated, the Executive shall appoint an ad hoc committee to study the matter in detail. A full report including recommendation for action, and should the recommendation be for expulsion, and a term for the expulsion, shall be presented to the Board of Directors within a time period to be specified by the Executive. Should the ad hoc committee recommend expulsion, a special meeting of the entire Board of Directors shall be convened. The meeting shall take place no later than 60 days after the submission of the ad hoc committee's report. The Director in question shall be sent immediately, by certified mail, a letter detailing the charges presented, and the ruling of the ad hoc committee. The Director shall be instructed to appear before the Board in order to present a defence. Should the Director decide not to attend this special Board meeting, the Board's decision will be based upon the findings and recommendations of the ad hoc committee. Following the discussion, a two-thirds majority vote by all Directors shall be required to pass the motion for expulsion. Its decision shall be final.
(d) if he is found to be a lunatic or becomes of unsound mind or if he becomes bankrupt or suspends payment or compounds with his creditors or if he dies.
3.04 Election -
(a) Provincial directors shall be elected or appointed in the manner and at a place and time as determined by the respective voting members and shall become ex-officio directors of this Corporation at the beginning of the first Board of Directors meeting following their appointment or election and delivery of notification by the voting member electing or appointing to the Corporation;
(b) One-half the total number of directors-at-large shall be elected by the Membership every year at the Annual General Meeting. Members of the Association wishing to run for one of the positions shall at this time so indicate to the Chairman. Nominations shall then be closed, and each candidate shall have an opportunity to make a brief presentation to the Membership. The election of the new Directors shall then follow.
The election of Directors-at-large shall be held by secret ballot at the Annual General Meeting. The Executive Director of the Corporation is responsible for the equitable conduct of the election, and the counting and destruction of the ballots. Voting members shall be entitled to 1 voting delegate. Each delegate has one vote. The nominees receiving the highest number of votes shall be elected. In the event of a tie between any 2 or more nominees for a final position then an additional ballot shall be taken of the voting membership. Only those persons tied thereon and each voting member shall be entitled to cast 1 vote for only 1 of the individuals whose name appears thereon and the one obtaining the highest number of votes shall be declared elected. In order to be elected a nominee must have received a minimum of THREE votes.
(c) The High Performance Committee shall determine a procedure for the election of the Athlete Representative and conduct an election according to the procedure.
3.05 Nomination and Election Procedure of Officers
Every year, at the Annual General Meeting, immediately following the election of new Board of Directors, the Board shall meet in camera in order to elect new Officers. The Executive Director shall chair the proceedings, record nominees, organize the voting procedure and destroy the ballots subsequently. Board members wishing to run for one of the positions shall at this time so indicate to the Chairman. Nominations shall then be closed, and each candidate shall have an opportunity to make a brief presentation to the Board. The election of the new Officers shall then follow.
The election of Officers shall be held by secret ballot and voting members shall be entitled to cast one vote for each position. In order to be elected, a nominee must have received a minimum of 50%+1 votes. The nominee receiving the highest number of votes shall be elected to a specific position as officer. In the event of a tie between any 2 or more nominees then an additional ballot shall be taken of the voting membership. Only those persons tied thereon and each voting member shall be entitled to cast 1 vote for only 1 of the individuals whose name appears thereon and the one obtaining the highest number of votes shall be declared elected.
Following the election of the new Officers, the election meeting shall adjourn and the Annual General meeting shall resume with the presentation of the new Officers to the Membership.
3.06 Qualification of directors - Each director shall be at the time of his or her nomination, election and throughout his or her term of office a member of the Corporation in good standing.
ARTICLE IV - MEETING OF DIRECTORS
4.01 Notice - Directors' meetings may be held at any time and place within Canada as the directors may from time to time determine. At least 1 meeting per calendar year shall be convened by the President. Or in the event of a vacancy in the office of President, it shall be convened by the Vice-President - Administration at such place, date, and time as the President or such Vice-President shall determine. Notice of such meeting shall be delivered or mailed or telegraphed or telephoned to each director not less than 21 days (exclusive of the day on which the notice is delivered or mailed or telegraphed or telephoned but inclusive of the day for which notice is given) before the meeting is to take place. Provided always that meeting of the Board of Directors may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. No errors or omissions arising through inadvertence in giving notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting. Any director may at any time waive notice of any meeting and may ratify and approve of any and all proceedings taken or had thereat. Directors and committees of directors may hold meetings by conference telephone or similar device in accordance with the provisions of the Act. Provided such communications facilities permit all persons participating in the meeting to hear each other and provided all directors consent thereto generally or in respect of a particular meeting. A director participating in a meeting by communications facilities as aforesaid is deemed present at the meeting.
Notice of any directors' meeting need not specify the purpose of the business to be transacted at the meeting except as required by the Act or as required by any other by-law of the Corporation.
After the election of officers at a general meeting of members, or in the case of a director elected to fill a vacancy on the board the first meeting of the Board of Directors may be held immediately following such meeting. No notice of such meeting shall be necessary to the newly elected director or directors in order to legally constitute the meeting, provided that a quorum of directors be present.
The continuing directors may act notwithstanding any vacancy in their body, but, if their number is reduced below the number necessary for a quorum, the continuing directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting, but for no other purpose.
A meeting of the Board of Directors may be called at the request of the majority of the members of the Board by delivering such requisition to the Secretary of the Corporation. Upon receipt of any such requisition, the Secretary shall proceed forthwith to call such meeting at the head office of the Corporation on a date not more than 21 days from the date of receipt of such notice and at such time as determined by him.
4.02 Quorum - 6 directors, including not less than 3 provincial directors, shall constitute a quorum for the transaction of business.
4.03 Voting - Questions arising at any meeting of directors shall be decided by a majority (50%+1) of votes. Each director shall have one (1) vote. Votes-by-mail are binding, provided that the necessary quorum has been achieved and that FCA policies and procedures have been followed. All directors and officers, including the President if necessary, will cast a vote-by-mail. Votes-by-mail do not need to be ratified at the next meeting.
4.04 Meetings of the Board of Directors shall be opened to members of the Corporation as observers to the proceedings. Non-members of the Corporation may be invited as spectators to such meetings with the approval of the President.
ARTICLE V - REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES
5.01 The directors or officers as such shall not be entitled to any remuneration whatsoever, but they shall be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Corporation, and in attending meetings of the Corporation. Any director who is a bona fide employee of the Corporation (whether full-time or part-time) may be paid remuneration with respect to services performed by him as an employee.
ARTICLE VI - SUBMISSION OF CONTRACTS OR TRANSACTIONS TO MEMBERS FOR APPROVAL
6.01 The Board of Directors, at their discretion may, but need not, submit any contract, act or transaction for approval or ratification of any meeting of the members called for the purpose of considering the same and any contract, act or transaction that shall be approved or ratified 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 of by the Charter or any other by-law) shall be as valid and binding upon the Corporation and upon all the members as though it had been approved or ratified by every member.
ARTICLE VII - FOR PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
7.01 Limitations of Liability - No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own willful neglect or default, provided that nothing herein shall relieve any director or officer of any liability imposed upon him by the Act.
7.02 Indemnity - Except in respect of an action by or on behalf of the Corporation to procure a judgment in its favour, the Corporation shall indemnify a director or officer of the Corporation, a former director or officer of the Corporation, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of such Corporation or another Corporation, if
(a) he acted honestly and in good faith with a view to the best interests of the Corporation, and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
7.03 The Corporation shall, with the approval of a court indemnify any person referred to in 7.02 in respect of an action by or on behalf of the Corporation to procure judgment in its favour, to which he is made a party by reason of being or having been a director or an officer of the Corporation against all costs, charges and expenses reasonably incurred by him in connection with such action if he acted honestly and in good faith with a view to the best interests of the Corporation and in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
7.04 In accordance with the provisions of the Act, the Corporation shall indemnify any person referred to in paragraph 7.02 who has been substantially successful in the defence of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or another Corporation against all costs, charges and expenses reasonably incurred by him in respect of such action or proceedings.
7.05 Insurance - Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers as the Board may from time to time determine.
7.06 In accordance with the current Anti-doping Code, the Corporation adopts the 2004 Canadian Anti-Doping Program, encompassing General Principles and associated Rules and Standards, to take effect June 1, 2004. On this date, the Corporation will repeal the Canadian Policy on Doping in Sport and its related Regulations, previously adopted, provided that such repeal will not invalidate or impair any action taken pursuant to the repealed Policy.
7.07 An individual member of the Corporation can make a written request directly to the Corporation President to review a decision made by the Corporation. The President is empowered to weigh the merits of the request and determine a plan of response from the Corporation on this request. It is important to note that this is viewed as a request only, it is not considered an "appeal". Should the President deem the request as an appeal, and once all aspects of the Corporation's internal appeal procedure are exhausted, any further action on the issue must be forwarded directly to the Federal Government sponsored Alternative Dispute Resolution (ADR) mechanism at the Sport Dispute Resolution Centre of Canada.
ARTICLE VIII - OFFICERS
8.01 Officers shall be elected or appointed by the directors from amongst their number according to the procedures specified in 3.05. The term of each office shall be 2 years. In the event of any vacancy occurring among the officers, the Board may appoint from amongst their number another for the balance of the term of such vacating officer.
8.02 The Officers of the Corporation shall be collectively called the Executive Committee. There shall be a maximum of 1 president and 5 vice-presidents, and a minimum of 1 president and 2 vice-presidents.
Titles will include, but are not limited to, and may be combined as follows:
VP Administration, Marketing & Communication
VP High Performance
VP Archery Council of Canada
8.03 Other Offices and Officers - The Board shall be entitled to create and fill such other offices of the Corporation, other than executive offices, as it shall determine necessary from time to time.
8.04 Except with respect to such duties and/or responsibilities as are specifically provided in these by-laws, the duties and responsibilities of each officer of the Corporation shall be as determined by the Board of Directors. For failing such determination or designation, shall be those duties usually pertaining to such offices. The officers act on behalf of the Board during its absence. All minutes, motions, programmes, directives, and business, with the exception of budgets, shall be ratified at the Annual General Meeting. All draft and final budgets shall be ratified by the Board of Directors.
ARTICLE IX - MEMBERSHIP
9.01 The membership in the Corporation is divided into 2 categories, voting and non-voting.
9.02 Voting Members - Voting members of the Corporation shall consist of 1 organization from each province or territory accredited in respect to such province or territory by the Board of Directors and in good standing with the Corporation. Each such organization shall have 1 vote at all meetings of members or upon all matters in respect to which members are entitled to vote and such vote shall be exercised by the appointment of a maximum of 1 proxy (who may be referred to as "voting delegates") and that such a vote would be cast in accordance with the decision of a majority of the proxy holders in accordance with the provisions of these by-laws. Only 1 organization from each province or territory in Canada may be accredited at any given time in respect of such province or territory by the Board of Directors.
9.03 Non-voting members shall consist of all individuals, clubs and affiliated organizations not being qualified as voting members as hereinbefore provided.
9.04 Categories of individual non-voting membership - Non-voting membership in the Corporation is open to individual residents of Canada who satisfy the criteria for membership established by the Board of Directors from time to time, and whose application is approved by the Board of Directors. The categories of such membership shall be as follows:
(a) Individual: membership is open to applicants who pay the appropriate fee;
(b) Family: membership is open to applicant family groups of 3 persons or more who have paid the appropriate fee. A family is defined as 1 or 2 individuals who are married or living in a common-law relationship and may include 1 or more legal dependants of one or both of the individuals, all of whom reside in the same household.
(c) Honorary: the Board may grant membership for a specified term to individuals, exempt from fees, for special merit, service or contribution to the Corporation. The Board of Directors may from time to time, confer an honorary life membership to individuals who have distinguished themselves in the service of FCA;
(d) Life: is open to applicants who pay the appropriate fee.
(e) Package: is open to applicants who pay the appropriate fee through their local FCA affiliated club or Provincial Archery Association.
9.05 Categories of non-voting membership - clubs and organizations - Non-voting membership (hereinafter "affiliation") is open to clubs and organizations satisfying the criteria therefore established by the Board from time to time by resolution, and whose application is approved by the Board of Directors. The categories of such affiliation are as follows:
(a) Club: open to archery clubs satisfying the criteria established by the Board;
(b) Other: available to any group or organization desiring association with the sport of archery;
(c) Honorary: may be granted by the Board, exempt from fees and other qualifications, for such special merit, service or contribution to the Corporation as determined by the Board in each case.
9.06 Membership fees - Fees for the various classes and categories of membership in the Corporation shall be as determined by the Board from time to time by resolution. Without restricting the generality of the foregoing, the Board may, from time to time, provide for special rates for individual non-voting members who are also members of affiliated clubs or organizations.
9.07 Termination of membership -
(a) Membership in all classes and categories, other than life members, shall terminate on December 31st of each year provided however that the rights and privileges of membership shall continue until the 31st day of January immediately following whereupon, unless the member has renewed membership and paid the membership fees determined by the Board in respect of such year, all rights and privileges of membership shall thereupon cease and determine and any member who has failed to renew membership before January 31st in each year may thereafter re-apply for membership but the rights and privileges of membership shall not commence until the required application has been made and fees paid;
(b) The membership of any non-voting member may be terminated by notice in writing delivered to the Corporation at its head office signed by such member or a duly authorized officer of such member;
(c) The membership of a member may be suspended or the member expelled by resolution of the Board of Directors. No member shall be suspended or expelled without first being notified of the reasons therefore and without first having been given an opportunity of being heard by the Board of Directors at a meeting called for that purpose. The suspension or expulsion of a member shall be effective from the date of the resolution to that affect by the Board of Directors but shall be subject to confirmation, repeal or amendment by the voting members at the next annual general meeting of members or at a special meeting of members called for that purpose, at which meeting the member shall first be given an opportunity of being heard by the members entitled to vote thereon.
9.08 Membership in the Corporation is not transferable.
ARTICLE X - MEETING OF MEMBERS
10.01 Annual Meeting - Subject to the Act and the Charter, the annual meeting of the members shall be held at such place in Canada and on such day in such year as determined by the Board of Directors.
10.02 Special Meetings - Meeting of the members other than the annual meeting may be convened:
(a) By order of the Board of Directors at any time and at any place within Canada;
(b) By not less than 3 voting members in good standing by notice in writing delivered to the head office of the Corporation and signed on behalf of such members; or
(c) By not less than 25 members (voting or non-voting) in good standing who must include residents of not less than 3 provinces of Canada, by notice delivered to the head office of the Corporation disclosing the nature of the business to be transacted at such meeting and signed by such members;
In the event a special meeting is requisitioned in accordance with sub-paragraphs (b) or (c) hereof, the Board of Directors shall determine the place and time of such meeting which, in all events, shall not be more than 60 days from the date of receipt of the notice requesting such meeting.
10.03 Notices -
(a) A printed, written or typewritten notice stating the day, hour and place of meeting and the information respecting the business to be transacted, and in the case of special business, with sufficient information to permit the formation of a reasoned judgment on the decision to be taken, shall be served, either by sending such notices to each member entitled to vote at such meeting through the post in a prepaid wrapper or letter, at least 21 days (exclusive of the day of mailing, but inclusive of the day for which notice is given) before the date of every meeting directed to such address as appears on the books of the Corporation, or, if no address be given therein, then to the last address of such member known to the Secretary; or by publishing such notice in the official publication of the Corporation which said publication shall have a publication date not less than 21 days (exclusive of the day of mailing, but inclusive of the day for which notice is given, before the date of such meeting); provided always that a meeting of voting members may be held for any purpose at any time and at any place without notice if all the voting members entitled to notice of such meeting are present in person or represented by proxy at the meeting or if the absent members shall have signified their assent in writing to such meeting being held. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or the duly appointed proxy of any member.
(b) Where the provisions of this by-law as to notice have been duly observed the non-receipt of any notice by any member of director shall not invalidate any proceedings or transaction at any meeting or otherwise.
(c) Any member or director may at any time waive any notice required to be given under these by-laws.
(d) All notices of meetings to voting members shall contain a reminder that the voting member has a right to vote by proxy."
10.04 Omission of notice - The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members shall not invalidate any resolution passed or any proceedings taken at any meeting.
10.05 Adjournment - The chairman may, with the consent of any meeting at which a quorum is present, or shall, if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
10.06 Poll - At any general or special meting a resolution put to the vote shall require a poll of the members entitled to vote and, where required by these by-laws or demanded by at least one member, shall be by way of secret ballot.
10.07 Chairman of meeting - The President, or in his absence, the Vice-President - Corporate Secretary/Treasurer, shall preside as chairman at every general and special meeting of the Corporation but if they are absent, the members present shall be entitled to choose one of their number to be chairman. The chairman of the meeting shall not as such have a second or casting vote.
10.08 Poll - If any meeting a poll is demanded on the election of a chairman or on the question of adjournment, it shall be taken forthwith without adjournment.
10.09 Manner of taking poll - If at any meeting a poll is demanded on any other question, it shall be taken in such manner and either at once or after adjournment as the chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
10.10 Objection to qualification of voter - No objection shall be raised to the qualification of any voter except at a meeting or during the meeting at which a vote objected to is given and tendered. Any such objection made in due time shall be referred to the chairman of the meeting for a decision in the first instance.
10.11 Rules of Order - Except as otherwise provided in the Charter or any valid by-law of the Corporation, the then current edition of Roberts Rules of Order will govern the conduct of meetings.
10.12 The voting members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for a report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The Board of Directors shall fix the remuneration of the audit.
ARTICLE XI - PROXIES
11.01 Votes may be given either personally or by proxy. At every meeting at which he is entitled to vote, every voting member present in person shall have one vote.
11.02 An instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing.
11.03 An instrument appointing a proxy may be in the following form or in any other usual form:
I, of a voting member of hereby appoint of as my proxy to vote for me and on my behalf at the meeting of the Corporation to be held on the day of 20__ and at any adjournment thereof.
Signed this day of 20__
Signature of member
11.04 A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the revocation of the proxy or of the authority under which the proxy was executed, provided that no intimation in writing of such revocation as aforesaid shall have been received by the Corporation at its head office or by the secretary of the meeting before the commencement of the meeting or adjourned meeting at which the proxy is used.
ARTICLE XII - QUORUM AT MEMBERS MEETING
12.01 Two voting members present or represented by proxy shall be a quorum of any meeting of members for the choice of a chairman and the adjournment of the meeting; for all other purposes a quorum for any meeting (unless a greater number of members is required by the Act or by the Charter or by any other by-law to be represented) shall be voting members present or represented by proxy of not less than 50% of the total voting membership of the Corporation. No business shall be transacted at any meeting unless the quorum requisite be present at the commencement of the business but if present at the commencement of the meeting, the meeting may continue even though less than a quorum remain.
12.02 If within half an hour from the time appointed for a meeting a quorum is not present, the meeting, if convened upon the requisition of a member or members, pursuant to the provisions of the Act or by-laws, shall be dissolved unless the member or members present represent in person or proxy more than 50% of the voting power of the Corporation; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting the member or members present shall be a quorum.
ARTICLE XIII - WITHHOLDING INFORMATION FROM MEMBERS
13.01 The accounts and books of the Corporation or any of them shall be open to the inspection of members as is provided by the Act and upon reasonable notice in writing at the head office of the Corporation.
ARTICLE XIV - NOTICES
14.01 Service - Any notice may be given by the Corporation to any member or director either personally or by sending it through the post in a prepaid envelope or wrapper or by telegram addressed to such member or director at his address as the same appears in the books of the Corporation, or if no address be given therein then to the last address of such member or director known to the Secretary; or by publishing such notice in the official publication of the Corporation.
14.02 Signatures to Notices - The signatures to any notice to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
14.03 Computation of time - Where a given number of day's notice or notice extending over any period is required to be given the day of service or posting or publication of the notice shall unless it is otherwise provided by counted in such number of days or other period.
14.04 Proof of Service - A certificate of the Secretary or other duly authorized officer of the Corporation in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any member or director or officer or publication of any notice shall be prima facie evidence thereof and shall be binding on every member, director or officer of the Corporation as the case may be.
ARTICLE XV - EXECUTION OF INSTRUMENTS
15.01 Contracts, documents or any instruments in writing requiring the signature of the Corporation may be signed by the President and any one Vice-President or by the Vice-President - Corporate Secretary/Treasurer and one other Vice-President and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. In addition, the Board of Directors shall have power from time to time by resolution to appoint any officer or officers, 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 instruments in writing.
The seal of the Corporation may when required be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed by resolution of the Board of Directors.
The term "contracts, documents or any instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignment of shares, stocks, bonds, debentures or other securities and all paper writings.
ARTICLE XVI - FISCAL YEAR
16.01 The fiscal year of the Corporation shall be determined by the directors.
ARTICLE XVII - NO QUORUM OF DIRECTORS
17.01 If at any time there is no quorum of directors holding office, any voting member or director may call a general meeting of members for the election of directors, which shall be called and be held in the same manner as if in fact, called by the directors.
ARTICLE XVIII - COMMITTEES
18.01 Establishment - The Board of Directors shall have the power to establish, constitute and dissolve such standing and/or ad-hoc committees as it shall determine necessary from time to time by resolution. In addition, the Board of Directors shall have the power to determine or amend the terms of reference and responsibilities of any committee.
18.02 Without restricting the generality of the Article 18.01 hereof, standing committees to be established by the Board of Directors may include any of the following:
(a) High Performance
(d) Coaching Certification
(e) Communication and Marketing
18.03 The President shall annually, following the annual general meeting of members, appoint a chairperson for each committee. It shall be the responsibility of the chairperson to select additional members of the Corporation for such committee provided always that no such committee shall consist of less than 3 members.
ARTICLE XIX - BORROWING
19.01 The directors may, without authorization of the members:
(a) borrow money upon credit of the Corporation;
(b) issue, re-issue, sell or pledge debt obligations of the Corporation; and
(c) 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.
19.02 The directors may from time to time by resolution delegate to a director, a committee of directors or an officer, all or any of the powers conferred on the directors by Article 19.01 of this by-law to the full extent thereof or such lesser extent as the directors may in any such resolution provide, except that securities may only be issued in the manner and on the terms authorized by the directors.
19.03 The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any power to borrow money or to give security for the purposes of the Corporation possessed by its directors or officers independently of this by-law and in particular, are in addition to those given by the Act.
ARTICLE XX - AMENDMENTS
20.01 Subject to the Charter and the Act, including in particular the approval required of the Minister responsible for administration of the Act, the Board of Directors may make, amend or repeal these and other by-laws upon a resolution of the Board of Directors passed at a meeting called for such purpose and by not less than 50%+1 of the votes cast.
20.02 Notice of any motion to make, amend or repeal a by-law shall be required to be given to the directors at least 60 days prior to the meeting of directors at which such motion is to be made.
20.03 Subject to the Charter and the Act, including in particular the approval of the Minister responsible for the administration of the Act, and by-law made, amended or repealed by the Board of Directors shall not be effective until such by-law has been submitted to the members at the next annual meeting of members and the voting members may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. A by-law, amendment or repeal which is approved or approved with amendment by the voting members becomes effective only upon the approval of the Minister responsible for the administration of the Act.
ARTICLE XXI - INVALIDITY OF BY-LAWS
21.01 If any provision of these by-laws shall be contrary to the express provisions of the Act or the Charter such provision of the by-law shall be read subject to such provisions of the Act or Charter as the case may be, but except as aforesaid, the said provisions of the by-law shall be valid and binding.
ARTICLE XXII - INTERPRETATION
22.01 In these by-laws or any other by-law, special resolution or resolution, unless the context otherwise clearly requires:
(a) "The Act" means the statute under which this Corporation has been incorporated or any Act substituted therefore as amended from time to time, but reference shall be to The Act and amendments thereto in force at each relevant time;
(b) "Person" shall include individuals, partnerships, associations, corporations, trustees, executors, administrators or legal representatives; the male gender shall include the female and neuter gender; the female gender shall include the male and neuter gender; and the neuter gender shall include the male and female gender;
(c) When any provision of The Act is referred to, the reference is to that provision as modified by any statute for the time being in force;
(d) "Charter" shall have same meaning as "Letters Patent" under The Act.
22.02 Where these by-laws deal with any matter or thing which normally may be dealt with by the directors or members without such a provision, such provision has been inserted only for convenience of reference, and in no way is intended to be a restriction or limitation on the powers of the directors or members.
22.03 The Articles and headings are inserted only as a matter of convenience and for ease of reference and in no way define, limit, or extend any of the provisions of these by-laws nor are intended to affect their interpretation.