Ontario Powerlifting Association By-Laws

Ratified: November 28, 2020

Download the By-Laws as a PDF

Objective

The objective of the Ontario Powerlifting Association shall be:

To work in accord with the International Powerlifting Federation.
To promote, control and develop powerlifting on a provincial scale.
To promote an interest in and a dedication to better health and fitness through weight training.
To help in the development of new training techniques involving weight training for other sports.
To develop Powerlifting as a competitive sport in a high school and university level.
To set up and enforce rules for competition in accordance with I.P.F. rules.
To appoint qualified referees.
To regulate and control provincial championships.
To set up a committee to discipline clubs and individuals that do not follow the by-laws.
To honour individuals in the form of special awards for exceptional work and achievement.

Article I — General

1.1 Purpose

These By-laws relate to the affairs of the Ontario Powerlifting Association.

1.2 Definitions

The following terms have these meanings in these By-laws:

Act — the Ontario Corporations Act or any successor legislation including the Not-for-Profit Corporations Act, 2010 (upon becoming law).
Auditor — an individual, partnership, or corporation appointed by the Members 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 in accordance with the Act.
Board — the Board of Directors of the Corporation.
Corporation — the Ontario Powerlifting Association.
Days — days including weekends and holidays.
Director — an individual elected or appointed to serve on the Board pursuant to these By-laws.
Officer — an individual elected or appointed to serve as an Officer of the Corporation pursuant to these By-laws.
Ordinary Resolution — a resolution passed by a majority of the Quorum on that resolution.
Special Resolution — a resolution passed by not less than two-thirds of the Quorum on that resolution or signed by all the voting Members entitled to vote on that resolution.

1.3 Registered Office

The registered office of the Corporation will be located within the Province of Ontario.

1.4 No Gain for Members

The Corporation will be carried on without the purpose of gain for its Members and any profits or other accretions to the Corporation will be used in promoting its objects.

1.5 Ruling on By-laws

Except as provided in the Act, the Board will have the authority to interpret any provision of these By-laws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Corporation.

1.6 Conduct of Meetings

Unless otherwise specified in these By-laws, meetings of the Members and meetings of the Board will be conducted according to Robert’s Rules of Order (current edition).

1.7 Interpretation

Words importing the singular will include the plural and vice versa, words importing the masculine will include the feminine and vice versa, and words importing persons will include bodies corporate. Words importing an organization name, title, or program will include any successor organizational name, title, or program.

1.8 Affiliations

The Corporation will be affiliated with the Canadian Powerlifting Union.

1.9 Independence Retained

Notwithstanding 1.8, the corporation retains its independence as a distinct organization from the CANPL and IPF, and is able to govern its own affairs as it sees fit.

Article II — Membership

2.1 Categories

The Corporation has the following categories of Member:

Individual Member — Any individual who is an athlete participating in the events or activities of the Corporation. There are two categories of Individual Members:
1. Full Members
2. Student Members
Affiliate Member — Any individual, including the Directors of the Corporation, who is not an athlete but who is affiliated with the Corporation.

2.2 Registration

Each category of Member must register with the Corporation and agree to abide by the Corporation’s By-laws, policies, procedures, rules and regulations or, if the individual is under the age of 18, who has had a parent or guardian agree to abide by the Corporation’s By-laws, policies, procedures, rules and regulations on behalf of the individual.

Authority of Members

2.3 Membership Authority

The Members of the Corporation will have the following powers:

To appoint the Auditor
To amend the By-laws
To elect Directors; and
As provided in the Act and in these By-laws

Directors as Members

2.4 Directors

All Directors will be considered Affiliate Members as long as they are a Director in good standing with the Corporation.

Admission and Renewal of Members

2.5 Admission and Renewal of Members

Any candidate will be admitted or renewed as a Member if:

The candidate member makes an application for membership in a manner prescribed by the Corporation;
The candidate member was previously a Member, the candidate member was a Member in good standing when the candidate ceased to be a Member;
The candidate member has paid dues as prescribed by the Board;
The candidate member agrees to uphold and comply with the Corporation’s governing documents;
The candidate member meets any other condition of membership determined by the Board;
The candidate member has met the applicable definition listed in Section 2.1; and
The candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.

Membership Dues and Duration

2.6 Duration

Unless otherwise determined by the Board, membership with the Corporation begins as described below and ends as described below or when the member resigns or is terminated from membership:

Individual Member — begins on the date the Board accepts the member’s registration and ends on a date determined by the Board common to all Individual Members.
Affiliate Member — begins on the date the Board accepts the member’s registration and ends on a date determined by the Board common to all Affiliate Members, which the exception of Affiliate Members who are Directors whose membership begins on the date the Director assumes office in accordance with these By-laws and ends when the individual ceases to be a Director.

2.7 Dues

Membership dues will be determined by the Board.

2.8 Deadline

Members will be notified in writing of the membership dues at any time payable, and if the membership dues are not paid within sixty (60) days of the membership renewal date or notice of default, the Member in default will automatically cease to be a Member of the Corporation.

Transfer, Suspension, and Termination of Membership

2.9 Transfer

Membership in the Corporation is non-transferable.

2.10 Suspension

A Member may be suspended, pending the outcome of a discipline hearing in accordance with the Corporation’s policies related to discipline, or by Special Resolution of the Board at a meeting of the Board provided the Member has been given notice of and the opportunity to be heard at such meeting.

2.11 Effects of Suspension

A suspended Member is not in good standing, may not vote at meetings of the Members, is not permitted to have any sport-related involvement with the Corporation, and may be subject to a probationary period before being reinstated to good standing.

2.12 Termination

Membership in the Corporation will terminate immediately upon:

The expiration of the Member’s membership, unless renewed in accordance with these By-laws;
The Member fails to maintain any of the qualifications or conditions of membership described in Section 2.1 of these By-laws;
Resignation by the Member by giving written notice to the Corporation;
Dissolution of the Corporation;
A decision made by the Board (or designate) or a disciplinary panel in accordance with these By-laws or the Corporation’s policies;
The Member’s death; or
By Ordinary Resolution of the Board or of the Members at a duly called meeting, provided fifteen (15) days notice is given and the Member is provided with reasons and the opportunity to be heard.

Notice will set out the reasons for termination of membership and the Member receiving the notice will be entitled to submit a written submission opposing the termination.

2.13 May Not Resign

A Member may not resign from the Corporation when the Member is subject to disciplinary investigation or action by the Corporation.

2.14 Arrears

A Member will be expelled from the Corporation for failing to pay membership dues or monies owed to the Corporation by the deadline dates prescribed by the Board. Any dues, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due.

2.15 Discipline

A Member may be disciplined in accordance with the Corporation’s policies and procedures relating to the discipline of Members.

Good Standing

2.16 Definition

A Member will be in good standing provided that the Member:

Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
Has completed and remitted all documents as required by the Corporation;
Has complied with the By-laws, policies, and rules of the Corporation;
Is not subject to a disciplinary investigation or action by the Corporation, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
Has paid all required membership dues.

2.17 Privileges of Good Standing

Subject to these By-laws and other governing documents of the Corporation, Members in good standing may be entitled to the following privileges:

To serve as a Director or Officer of the Corporation;
To be a member of a Committee of the Corporation;
To attend, participate, and vote at meetings of the Members;
To participate in the Corporation’s activities; and
To participate in other events associated with the Corporation.

2.18 Cease to be in Good Standing

Members that cease to be in good standing, as determined by the Board (or designate) or a disciplinary panel, will not be entitled to vote at meetings of the Members or be entitled to the benefits and privileges of membership until such time as the Board is satisfied that the Member has met the definition of good standing.

Article III — Meetings of Members

3.1 Annual Meeting

The Corporation will hold meetings of Members at such date, time and place as determined by the Board within the Province of Ontario. The Annual Meeting will be held within fifteen (15) months of the last Annual Meeting and within six (6) months of the Corporation’s fiscal year end. Any Member, upon request, will be provided, not less than twenty-one (21) days before the annual meeting, with a copy of the approved financial statements, auditor’s report (if any) or review engagement report (if any).

3.2 Special Meeting

A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board or upon the written requisition of ten percent (10%) or more of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within twenty-one (21) days from the date of the deposit of the requisition.

3.3 Participation/Holding by Electronic Means

Any person entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting if the Corporation makes such means available. A person so participating in a meeting is deemed to be present at the meeting. The Board or Members, as the case may be, may determine that the meeting be held entirely by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting.

3.4 Notice

Written or electronic notice of the date of the Annual Meeting of the Members will be given to all Members in good standing, Directors, and the Auditor (if appointed) at least ten (10) days and not more than fifty (50) days prior to the date of the meeting. Notice will contain a reminder of the right to vote by proxy, a proposed agenda, reasonable information to permit Members to make informed decisions, nominations of Directors, and the text of any resolutions or amendments to be decided.

3.5 Waiver of Notice

Any person who is entitled to notice of a meeting of the Members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called in accordance with these By-laws.

3.6 Error or Omission in Giving Notice

No error or omission in giving notice of any meeting of the Members shall invalidate the meeting or make void any proceedings taken at the meeting.

3.7 New Business

No other item of business will be included in the notice of the meeting of the Members unless notice in writing of such other item of business, or a Member’s proposal, has been submitted to the Board sixty (60) days prior to the meeting of the Members in accordance with procedures as approved by the Board. Copies of all such proposals together with copies of any amendments thereto then proposed by the Board and copies of all resolutions put forward by the Board shall be sent to all Members with the agenda and the notice calling an Annual Meeting.

3.8 Quorum

Voting members at the AGM represent quorum.

3.9 Agenda

The agenda for the Annual Meeting will at least include:

Call to order
Establishment of quorum
Appointment of scrutineers
Approval of the agenda
Approval of minutes of the previous Annual Meeting
Presentation of reports
Report of Auditors (if any)
Appointment of Auditors (if any)
Business as specified in the meeting notice, including but not limited to:
1. Championship bids
2. Awards
Election of Directors
Adjournment

3.10 Scrutineers

At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted.

3.11 Adjournments

With the majority consent of the Members present and after quorum is ascertained, the Members may adjourn a meeting of Members and no notice is required for continuation of the meeting if the meeting is held within thirty (30) days. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

3.12 Attendance

The only persons entitled to attend a meeting of the Members are the Members, the parents or guardians of a Member if the Member is younger than 18 years old, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any), individuals possessing a proxy on behalf of a Member, and others who are entitled or required under any provision of the Act to be present at the meeting. Any other person may be admitted only if invited by the Chair or with the majority consent of the Members present.

Voting at Meetings of Members

3.13 Voting Rights

Members in good standing have the following voting rights at all meetings of the Members:

Individual Members who are 18 years old or older may exercise one vote at all meetings of the Members. Individual Members who are younger than 18 years old may have one vote exercised at meetings of Members by a parent or guardian. For clarity, a parent or guardian with three children registered with the Corporation who are younger than 18 years old may exercise three votes. Also, two parents of the same child who is registered with the Corporation and who is younger than 18 years old may both attend a meeting of the Members but may only exercise one vote.
Affiliate Members have one vote each.

3.14 Voting Powers

Each voting Member votes on every issue. For clarity, Affiliate Members who are Directors vote during elections (which includes a sitting Director voting on the issue of his or her re-election, if applicable).

3.15 Eligibility of Votes

On a specific date, the Board will determine the list of Members who are eligible to vote at a meeting of the Members. The date will be no more than ten (10) days prior to the meeting.

3.16 Voting on Fundamental Changes

Under the jurisdiction of the Ontario Not-for-Profit Corporations Act, each class of Member is permitted to vote separately on fundamental changes affecting the Corporation.

3.17 Proxy Voting

Every voting Member may appoint a proxy holder to attend and vote on behalf of the Member. The proxy holder need not be a Member. A proxy must:

Be signed by the Member (or, if the Member is younger than 18 years old, by the Member’s parent or guardian);
Be in a form that complies with the Act;
Comply with the format stipulated by the Corporation; and
Be submitted to the Registered Office of the Corporation at least forty-eight (48) hours prior to the meeting of the Members.

3.18 Proxy Holder

A proxy holder will only hold a maximum of one (1) proxy.

3.19 Voting by Mail or Electronic Means

A Member may vote by mail, or by telephonic or electronic means if:

The Corporation has made available a procedure that permits voting by mail, telephonic, or electronic means;
The votes may be verified as having been made by the Member entitled to vote; and
The Corporation is not able to identify how each Member voted.

3.20 Determination of Votes

Votes will be determined by a show of hands, orally, or electronic ballot, except in the case of elections which require a secret ballot, unless a secret or recorded ballot is requested by a Member.

3.21 Majority of Votes

Except as otherwise provided in these By-laws, the majority of votes will decide each issue. In the case of a tie, the issue is defeated.

3.22 Written Resolution

A resolution signed by all the Members entitled to vote on that resolution at a meeting of the Members is as valid as if it had been passed at a meeting of the Members.

Article IV — Governance

Composition of the Board

4.1 Directors

The Board will consist of seven (7) Directors.

4.2 Composition of the Board

The Board will consist of the following:

President
Vice President
Chief Administration Officer
Chief Financial Officer
Chief Officiating Officer
AVP Records
AVP Registration

4.3 Composition of the Executive Officers

Regional Representatives X 4
School Competition Representative
AVP Website Commissioner — Appoint or Hired based on experience, not a voting position
AVP Social Media — Appoint or Hired based on experience, not a voting position

4.4 Chief Officiating Officer

The Chief Officiating Officer may be assisted in the role by up to two (2) appointed AVP Referees. These individuals may be invited to meetings of the Board but they are not Directors of the Corporation and they do not have a vote at meetings of the Board.

Eligibility of Directors and Executive Officers

4.5 Eligibility

To be eligible to serve as a Director, an individual must:

Be eighteen (18) years of age or older;
Not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;
Have the power under law to contract;
Have not been declared incapable by a court in Canada or in another country;
Not have the status of bankrupt.
Must be an active member of the OPA in good standing, and remain a member throughout their term.
Must sign a confidentiality and non-disclosure agreement.

4.6 Regional Representative

To be a Regional Representative, the individual must reside in the geographic regions of Ontario that they represent (which are determined at the discretion of the Corporation) — East, North, Central, Southwest. There can only be one Regional Representative from each region on the Board at one time.

Election of Directors and Executive Officers

4.7 Nominations Committee

The Board may appoint a Nominations Committee. If appointed, The Nominations Committee will be responsible to solicit and receive nominations for the election of the Directors.

4.8 Nomination

Any nomination of an individual for election as a Director will:

Include the written consent of the nominee by signed or electronic signature;
Comply with the procedures established by the Nominations Committee (if appointed); and
Be submitted to the Registered Office of the Corporation seven (7) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board.

4.9 Incumbents

Current Directors wishing to be re-elected are not subject to nomination but must notify the Board of their interest in re-election seven (7) days prior to the Annual Meeting.

4.10 Nominations from the Floor

An individual may be nominated from the floor of the meeting of the Members in accordance with the Act if the incumbent does not stand for re-election and no nominations have been previously submitted.

4.11 Circulation of Nominations

Valid nominations will be circulated to Members at the Annual Meeting prior to the elections.

4.12 Election

At each meeting of the Members at which elections are held, elections will be held for any Director position for which the incumbent Director’s term is expiring.

4.13 Elections

Elections for each elected Director position will be decided by Ordinary Resolution of the Members in accordance with the following:

One Valid Nomination — Winner elected by Ordinary Resolution.
Two or More Valid Nominations — The nominee(s) receiving the greatest number of votes will be elected. In the case of a tie, the nominee receiving the fewest votes will be deleted from the list of nominees and a second vote will be conducted. If there continues to be a tie and more nominees than positions, the nominee receiving the fewest votes will be deleted from the list of nominees until there remains the appropriate number of nominees for the position(s) or until a winner is declared. If there continues to be a tie then the winner(s) will be declared by Ordinary Resolution of the Board.

4.14 Terms

Directors will serve terms of two (2) years and will hold office until they or their successors have been duly elected in accordance with these By-laws, unless they resign, or are removed from or vacate their office.

4.15 AVP Website Commissioner and AVP Social Media

AVP Website Commissioner, and AVP Social Media are hired by the Board for a term of 2 years. Those wishing to apply provide a resume to the Board showing skills in the appropriate area of expertise required for the position. These are nonpaid positions and are not voting members of the Board or voting Executives.

Resignation and Removal of Directors

4.16 Resignation

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 notice is received by the Chief Administration Officer or at the time specified in the notice, whichever is later. When a Director who is subject to a disciplinary investigation or action of the Corporation resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.

4.17 Vacate Office

The office of any Director will be vacated automatically if:

The Director no longer becomes eligible to serve as a Director;
The Director resigns;
The Director is found to be incapable of managing property by a court or under Ontario law;
The Director is found by a court to be of unsound mind;
The Director charged and/or convicted of any criminal offence related to the position;
The Director becomes bankrupt or suspends payment of debts or compounds with creditors or makes an authorized assignment in bankruptcy or is declared insolvent; or
The Director dies.

4.18 Removal

An elected Director may be removed by Ordinary Resolution of the Members at a meeting of the Members provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting.

Filling a Vacancy on the Board

4.19 Vacancy

When the position of a Director or Executive Officer becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the position for the remainder of the term.

Meetings of the Board

4.20 Call of Meeting

A meeting of the Board will be held at any time and place as determined by the President or by written requisition of at least two (2) Directors.

4.21 Chair

The President will be the Chair of all meetings of the Board unless designated by the President. In the absence of the President, or if the meeting of the Board was not called by the President, the Vice-President (or designate) will be the Chair of the meeting.

4.22 Notice

Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least seven (7) days prior to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Corporation.

4.23 Board Meeting With New Directors

For a first meeting of the Board held immediately following the election of Directors at a meeting of the Members, or for a meeting of the Board at which a Director is appointed to fill a vacancy on the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director(s).

4.24 Number of Meetings

The Board will hold at least two (2) meetings per year.

4.25 Quorum

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

4.26 Voting

Each Director is entitled to one vote. Voting will be by a show of hands, written, or orally unless a majority of Directors present request a secret ballot. Resolutions will be passed by Ordinary Resolution.

4.27 No Alternate Directors

No person shall act for an absent Director at a meeting of the Board.

4.28 Written Resolutions

A resolution in writing signed by all the Directors is as valid as if it had been passed at a meeting of the Board.

4.29 Closed Meetings

Meetings of the Board will be closed to Members and the public except by invitation of the Board.

4.30 Meetings by Telecommunications

A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting.

Duties of Directors

4.31 Standard of Care

Every Director will:

Act honestly and in good faith with a view to the best interests of the Corporation; and
Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Powers of the Board

4.32 Powers of the Corporation

Except as otherwise provided in the Act or these By-laws, the Board has the powers of the Corporation and may delegate any of its powers, duties, and functions.

4.33 Empowered

The Board is empowered, including but not limited to:

Make policies and procedures or manage the affairs of the Corporation in accordance with the Act and these By-laws;
Make policies and procedures relating to the discipline of Members, and have the authority to discipline Members in accordance with such policies and procedures;
Make policies and procedures relating to the management of disputes within the Corporation and deal with disputes in accordance with such policies and procedures;
Employ or engage under contract such persons as it deems necessary to carry out the work of the Corporation;
Determine registration procedures, determine membership dues, and determine other registration requirements;
Enable the Corporation to receive donations and benefits for the purpose of furthering the objects and purposes of the Corporation;
Make expenditures for the purpose of furthering the objects and purposes of the Corporation;
Borrow money upon the credit of the Corporation as it deems necessary in accordance with these By-laws; and
Perform any other duties from time to time as may be in the best interests of the Corporation.

Article V — Officers

5.1 Composition

The Officers will be comprised of the President, Vice President, Chief Administration Officer, Chief Financial Officer, Chief Officiating Officer, AVP Records, and AVP Registration.

5.2 Duties

The duties of Officers are as follows:

The President will be the chair of the Board, will preside at the Annual and Special Meetings of the Corporation and at meetings of the Board unless otherwise designated, 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.
The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President, and will perform such other duties as may from time to time be established by the Board.
The Chief Administration Officer will be responsible for the documentation of all amendments to the Corporation’s By-laws, will ensure that all official documents and records of the Corporation are properly kept, cause to be recorded the minutes of all meetings, will prepare and submit to each meeting of the Members and other meetings a report of all activities since the previous meeting of the Members or other meetings, will give due notice to all Members of the meeting of the Members of the Corporation, and will perform such other duties as may from time to time be established by the Board.
The Chief Financial Officer will, subject to the powers and duties of the Board, keep proper accounting records as required by the Act, will cause to be deposited all monies received by the Corporation in the Corporation’s bank account, will supervise the management and the disbursement of funds of the Corporation, when required will provide the Board with an account of financial transactions and the financial position of the Corporation, will prepare annual budgets, will oversee and supervise office staff, and will perform such other duties as may from time to time be established by the Board.
The Chief Officiating Officer will, subject to the powers and duties of the Board, responsible for all testing of provincial referees, keep in constant communication with the national officiating Chairperson on rules and referees, communicate with referees as required, be responsible for a yearly report to be given at the Annual Meeting, and will perform such other duties as may from time to time be established by the Board.
The Vice President will be the Chair of the Nominations Committee (if appointed) and perform such duties as may from time to time be established by the Board.

5.3 Delegation of Duties

At the discretion of the Officer and with approval by Ordinary Resolution of the Board, any Officer may delegate any duties of that office to appropriate staff or committee of the Corporation, or to another Officer or Director.

5.4 Removal

An Officer may be removed by Ordinary Resolution at a meeting of the Board or of the Members, provided the Officer has been given notice of and the opportunity to be present and to be heard at the meeting where such Ordinary Resolution is put to a vote. If the Officer is removed by the Members, his or her position as a Director will automatically and simultaneously be terminated.

5.5 Vacancy

Where the position of an Officer becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office.

5.6 Other Officers

The Board may determine other Officer positions and appoint individuals to fill those positions. Other Officers need not be Directors.

Article VI — Committees

6.1 Appointment of Committees

The Board may appoint such committees as it deems necessary for managing the affairs of the Corporation and may appoint members of committees or provide for the election of members of committees, may prescribe the duties and terms of reference of committees, and may delegate to any Committee any of its powers, duties, and functions.

6.2 Executive Committee

The Board may appoint an Executive Committee composed of the Officers. The Board may delegate any of its powers and functions to the Executive Committee, which will have the authority to oversee the implementation of the Corporation’s policies and procedures during intervals between meetings of the Board. Decisions of the Executive Committee will be ratified by the Board at the next meeting of the Board.

6.3 Vacancy

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.

6.4 President Ex-officio

With the exception of the Executive Committee, on which the President is a voting member, the President will be an ex-officio and non-voting member of all Committees of the Corporation.

6.5 Removal

The Board may remove any member of any Committee.

6.6 Debts

No Committee will have the authority to incur debts in the name of the Corporation.

Article VII — Finance and Management

7.1 Fiscal Year

Unless otherwise determined by the Board, the fiscal year of the Corporation will be January 1st to December 31st.

7.2 Bank

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

7.3 Auditors

At each Annual Meeting the Members may appoint an auditor to audit or conduct a review engagement of the books, accounts and records of the Corporation in accordance with the Act. The auditor will hold office until the next Annual Meeting. The auditor will not be an employee, Officer, or Director of the Corporation and must be permitted to conduct an audit or review engagement of the Corporation under the Public Accounting Act, 2004, as amended.

7.4 Annual Financial Statements

The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Corporation of the last fiscal year of the Corporation but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting. A copy of the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than twenty-one (21) days before the Annual Meeting. The Financial Statements will include:

The financial statements;
The auditor’s report or review engagement (if any); and
Any further information respecting the financial position of the Corporation.

7.5 Books and Records

The necessary books and records of the Corporation required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to:

The Corporation’s articles and By-laws;
The minutes of meetings of the Members and of any committee of Members;
The resolutions of the Members and of any committee of Members;
The minutes of meetings of the Directors or any committee of Directors;
The resolutions of the Directors and of any committee of Directors;
A register of Directors;
A register of Officers;
A register of Members; and
Account records adequate to enable the Directors to ascertain the financial position of the Corporation on a quarterly basis.

7.6 Signing Authority

Contracts, agreements, deeds, leases, mortgages, charges, conveyances, transfers and assignments of property, leases and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures, or other securities, agencies, powers of attorney, instruments of proxy, voting certificates, returns, documents, reports, or any other instruments in writing to be executed by the Corporation will be executed by at least two (2) of the Officers or other individuals, as designated by the Board. In addition, the Board may direct a manner in which the person or persons by whom any particular instrument or class of instruments may or will be signed.

7.7 High Value Contracts

All financial instruments and contracts with a value larger than $3,000 must be signed by two (2) Officers or other individuals as designated by the Board that hold the signing authority of the Corporation.

7.8 Property

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.

7.9 Borrowing

The Corporation may borrow funds under such terms and conditions as the Board may determine, as permitted by the Act.

7.10 Borrowing Restriction

The Members may, by Special Resolution, restrict the borrowing powers of the Board but a restriction so imposed expires at the next Annual Meeting.

Remuneration

7.11 No Remuneration

All Directors, Officers and members of Committees will serve their term of office without remuneration (unless approved at a meeting of Members) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a Committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a Committee will disclose the conflict/potential conflict in accordance with these By-laws.

Conflict of Interest

7.12 Conflict of Interest

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 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.

Article VIII — Amendment of By-Laws

8.1 Voting

These By-laws may only be amended, revised, repealed or added to:

Under the jurisdiction of the Ontario Corporations Act, by Ordinary Resolution of the Board of Directors. The new, amended, or revised By-law is effective until the next meeting of the Members, at which the Members may ratify the new, amended, or revised By-law by Ordinary Resolution. A new, amended, or revised By-law that is not ratified by the Members ceases to have effect and no new By-law of the same or like substance has any effect until ratified at a meeting of the Members.
Under the jurisdiction of the Ontario Not-for-Profit Corporations Act:
1. By Ordinary Resolution of the Board. Any By-laws amendments will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution.
2. By a Member entitled to vote who may make a proposal to make, amend, or repeal a By-law in accordance with the Act which requires at least sixty (60) days’ notice. Any By-laws amendments will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution.

8.2 Effective Date

By-laws amendments are effective from the date of the resolution of the Directors unless rejected or amended by the voting Members at a meeting of the Members.

Article IX — Notice

9.1 Written Notice

In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, fax, electronic mail or courier to the address of record of the individual, Director, Officer, or Member, as applicable.

9.2 Date of Notice

Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post-marked.

9.3 Error in Notice

The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the meeting.

Article X — Dissolution

10.1 Dissolution

The Corporation may be dissolved in accordance with the Act.

Article XI — Indemnification

11.1 Will Indemnify

The Corporation will indemnify and hold harmless out of the funds of the Corporation each Director and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Corporation’s request in a similar capacity.

11.2 Will Not Indemnify

The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon him or her under the Act. For further clarity, the Corporation will not indemnify an individual unless:

The individual acted honestly and in good faith with a view to the best interests of the Corporation; and
If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

11.3 Insurance

The Corporation will maintain in force Directors and Officers liability insurance at all times.

Article XII — Fundamental Changes

12.1 Fundamental Changes

Under the jurisdiction of the Ontario Not-for-Profit Corporations Act, a Special Resolution of all Members (whether voting or non-voting) is required to make the following fundamental changes to the By-laws or articles of the Corporation. Fundamental Changes are defined as follows:

Change the Corporation’s name;
Add, change or remove any restriction on the activities that the Corporation may carry on;
Create a new category of Members;
Change a condition required for being a Member;
Change the designation of any category of Members or add, change or remove any rights and conditions of any such category;
Divide any category of Members into two or more categories and fix the rights and conditions of each category;
Add, change or remove a provision respecting the transfer of a membership;
Increase or decrease the number of, or the minimum or maximum number of, Directors;
Change the purposes of the Corporation;
Change to whom the property remaining on liquidation after the discharge of any liabilities of the Corporation is to be distributed;
Change the manner of giving notice to Members entitled to vote at a meeting of Members;
Change the method of voting by Members not in attendance at a meeting of the Members; or
Add, change or remove any other provision that is permitted by the Act.

12.2 Special Class Vote Result

Should any membership category not, by Special Resolution, approve a special class vote on a fundamental change, the issue is defeated.

Article XIII — Adoption of These By-Laws

13.1 Ratification

These By-laws were ratified by a Special Resolution vote of the Members of the Corporation at a meeting of Members duly called and held on 28/11/2020.

13.2 Repeal of Prior By-laws

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