Bylaws of the Haliburton Curling Club
Section 1 - General
1.01 Definitions
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
a. "Act" means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
b. "By-laws" means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
c. "Corporation" means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
d. "Director" means an individual occupying the position of director of the Corporation by whatever name he or she is called;
e. "Members" means the collective membership of the Corporation; and f. "Officer" means an officer of the Corporation.
1.02 Interpretation
Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1. In this by-law and in all other by-laws of the Club unless the context otherwise specifies or requires,
“Active Curler” - means a Regular Member, as hereafter defined, who has registered and paid the required Dues in a particular year in order to play in one or more curling leagues organized and operated by the Club; “Active Curling” shall have a corresponding meaning;
“AGM” - means the annual general meeting of the Members of the Club as provided for in section 8.01 hereof;
"Board of Directors" or "Board" - means the board of directors of the Corporation in existence on October 1, 2024 pursuant to the by-laws of the Corporation and as continued for the Club from October 1, 2024 until re-elected or replaced in accordance with the provisions of this By-Law and “Director” means a person elected to the Board as aforesaid and as shall be elected in accordance with this By-Law;
“Board support person” – means an individual holding a portfolio (As shown in Schedule A) to inform the board of directors regarding specific functions of the club
“Chairperson” or “Chair” means the President, Vice-President or any other Voting Member appointed or elected at a particular meeting of the Board or of the Members to preside at the meeting in accordance with Robert’s Rules of Order or such other rules of order as may be agreed at the particular meeting;
“Club” - means HaliburtonCurling Club, initially incorporated as theCorporation (with share capital) but now a corporation without share capital pursuant to Supplementary Letters Patent issued and filed on October 6, 1976 pursuant to the Act;
“Curling Year” - means the period from JULY 1 TO JUNE 30 in each and every year (or such other period as the Directors may determine) and is intended to be the period during which Dues apply, membership is applied for, Active Curling occurs, and end of Active Curling season events occur in a particular Financial Year;
“Dues” - means all annual and other payments required of Members in order to maintain membership in the Club as determined by the Board;
“Member” - means a person who has paid the required Dues and whose application for membership in a particular category has been accepted by the Board and shall include Voting Members, Non-Voting Members, and Honourary Lifetime Social Members;
“Notice” or“notice” -meansawrittennoticedeliveredtoaDirectororMember. If notice is sent by mail then it shall be deemed given if post marked at least four (4) days prior to the day of the first day of the notice required for the meeting. If the notice is sent by email or facsimile, it shall be deemed given at the time and on the day the email or facsimile is recorded as transmitted successfully on the issuing mechanism;
“Resolution” - means a written decision or resolution consented to in writing by all of the Directors or a decision or resolution passed by a majority of the votes cast at a meeting of the Board or at an AGM or any other meeting of the Regular Members called for the purpose;
"person" or "persons" - means individuals, corporations, partnerships, trusts and associations;
"Special Resolution" - means a decision or resolution passed by the majority of the Directors and confirmed in writing by all of the Voting Members or passed by two-thirds (2/3) of the votes cast at an AGM or special meeting of the Voting Members of the Club; and
“Regular Member” – means a Voting Member or an Honourary Lifetime Social Member as determined in accordance with Section 7 of this By-law.
2. The headings used in the By-Laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms and provisions thereof.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.
1.04 Seal
The seal of the Corporation, if any, shall be in the form determined by the Board.
1.05 Execution of Documents
Deeds, transfers, and assignments valued at $5000.00 or more must be executed by at least two directors or officers and must include the President or Past President. Deeds, transfers, and assignments valued at less than $5000.00 may be executed by at least one officer or director. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.
Section 2 - Directors
2.01 Election and Term
The Directors shall be elected by the Members at the first meeting of Members and at each succeeding annual meeting. The term of office of the Directors (subject to the provisions, if any, of the articles) is a two-year term with the opportunity for re-election at the conclusion of their term, to a maximum of six (6) contiguous years on the Board, with the exception of Past President who may hold an additional two-year term. The term shall be from the date of the meeting at which they are elected or appointed until the date of the annual meeting in the year of the end of their term, or until their successors are elected or appointed.
The Board must be composed of a minimum of 7 and a maximum of 11 Directors.
To ensure continuity of experience on the Board, the board should strive, if possible, to ensure approximately half of the board positions be open to vote each year. The Board has the authorization to extend the term of any given Board member by a maximum of one year as they see fit to ensure that approximately half (40-60%) and only half of the terms on the Board will be open each year.
To be eligible for the Board the candidate must be and remain a Member of the club for the term of office.
2.01.1 Election Process
a) The nomination period requires the communication of the Board positions as well as the dates of the nomination period and nomination process.
b) Where there are individuals who have been nominated and are willing to stand for a Director position at an upcoming AGM, the nominee list is included in the Notice at such time as the Notice of the AGM is communicated.
c) The election process will be executed with a view to Schedule C “Board Nomination and Election Process”.
2.02 Vacancies
The office of a Director shall be vacated immediately:
1. if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
2. if the Director dies or becomes bankrupt;
3. if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
4. if, at a meeting of the Members, the Members by ordinary resolution removes the Director before the expiration of the Director’s term of office;
5. if the Director ceases to be a Member of the club.
2.03 Filling Vacancies
A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor:
1. if the vacancy occurs as a result of the Members removing a Director, the Board may fill the vacancy by an ordinary resolution;
2. if there is not a quorum of Directors including a situation caused by mass resignations the Directors in office shall, without delay, call a meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; or
3. a quorum of Directors may fill a vacancy among the Directors.
Board vacancies will be filled with a view to Schedule A “Board Structure” with board positions on the left and supporting portfolios on the right. When possible, new board members should come from individuals who already hold or have held 1 or more of the board support positions.
2.04 Committees
Committees may be established by the Board as follows:
1. The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated; and
2. Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
2.05 Remuneration of Directors
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director, subject to the following:
1. Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties;
2. Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is:
i. considered reasonable by the Board;
ii. approved by the Board for payment by resolution passed before such payment is made; and
iii. in compliance with the conflict of interest provisions of the Act; and
3. Notwithstanding the foregoing, no Director shall be entitled to any remuneration for services as a Director or in other capacity if the Corporation is a charitable corporation, unless the provisions of the Act and the law applicable to charitable corporations are complied with, including Ontario Regulation 4/01 made under the Charities Accounting Act.
2.06 POWERS OF DIRECTORS
1. Management: The Directors of the Club may administer the affairs of the Club in all things and make or cause to be made for the Club, in its name, any kind of contract which the Club may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Club is by its charter or otherwise authorized to exercise and do.
2. Expenditures and Banking: The Directors shall have power to authorize expenditures on behalf of the Club from time to time and may delegate by Resolution to an officer or officers of the Club the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company or chartered bank for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interests of the Club in accordance with such terms as the Board may prescribe.
3.Borrowing: TheDirectors mayfromtimeto time, borrowmoney, to a maximumof $50,000.00 in the aggregate (the “Directors’ Limit”), on the credit of the Club without further authorization of Members. Any borrowing in excess of the Directors’ Limit shall require a special resolution of 2/3rds (two thirds) of the board and the approval of 2/3rds (two thirds) of the Voting Members in attendance at a meeting called for the purpose.
4. Donations etc: The Directors shall take such steps as they may deem requisite to enable the Club to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Club.
5. Funds Raised: All funds raised by, for, in the name of, and, or under the auspices of the Club shall be reported to the Treasurer. Funds that are to be held by the Club shall be deposited to one or more accounts opened in the name of the Club. The Directors have sole authority to approve the opening of a particular account. The Directors shall have authority to designate persons or Officers to have signing authority on any particular account.
6. Employees: The Board may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.
Section 3 - Board Meetings
3.01 Calling of Meetings
Meetings of the Directors may be called by the Chair, president or any two Directors at any time and any place on notice as required by this By-law, provided that, for the first organizational meeting following incorporation, an incorporator or a Director may call the first meeting of the Directors by giving not less than five (5) days' notice to each Director, stating the time and place of the meeting.
3.02 Regular Meetings
The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings. At a minimum, meetings will be held bi-monthly during the curling season (September – April) and quarterly during the balance of the year (May – August).
3.03 Notice
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in this bylaw to every Director of the Corporation not less than seven (7) days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. 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.
3.04 Chair
The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.
3.05 Voting
Each Director with voting privileges is authorized to exercise one (1) vote.
Majority Vote: A majority of votes cast by Directors present shall determine each question except where the vote or consent of a greater number of Directors is required by the Act or these By-laws. If any board vote results in a tie the Chair shall cast the deciding vote.
3.06 Participation by Telephonic or Electronic Means
If the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.
3.07 No invalidity
No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings take or had thereat.
3.08 Quorum
A majority of Directors in office, but not less than four (4), shall constitute a quorum for meetings of the Board. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or pursuant to the by-laws of the Club.
3.09 Board Proxy
A board member’s vote cannot be delegated or proxied.
3.10 Presentations
Any member of the club may attend a directors meeting for the purpose of making a presentation to the board regarding a specific issue or concern.
3.11 Board support attendance
Board support position holders may attend directors meetings without a vote unless the meeting or part thereof is declared “in camera” by the Chair.
3.12 Minutes of the Board
The minutes of the Board shall be available to Members after board examination and acceptance and be available to the Board, each of whom shall receive and keep confidential a copy of such minutes.
Section 4 - Officers
4.01 Officers
The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, treasurer and secretary at its first meeting following the annual meeting of the Corporation. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and president may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
4.02 Term of office
The officers of the Club shall hold office at the pleasure of the Board for a period one (1) year from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by Resolution of the Board at any time.
4.03 Duties
1. Duties of Officers
Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties. These are described in SCHEDULE B.
2. Duties of the President
The president shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
3. Duties of the Treasurer
The treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
4. Duties of the Secretary
The secretary shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
Section 5 - Protection of Directors and Others
5.01 Protection of Directors and Officers
No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
1. complied with the Act and the Corporation’s articles and By-laws; and
2. exercised their powers and discharged their duties in accordance with the Act
Indemnification and Insurance: Every Director or officer of the Club or other authorized person who has undertaken or is about to undertake any liability on behalf of the Club or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the assets of the Club, from and against:
(a) all costs, charges and expenses which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against such Director, officer or other person or in respect to any act, deed, matter of thing whatsoever, made, done or permitted by such Director, officer or other person, in or about the execution of the duties of that person’s office or in respect to any such liability; and
(b) all other costs, charges and expenses which that person sustains or incurs in or about or in relation to theaffairs thereof, except such costs, charges or expenses as are occasioned by that person’s own willful neglect or default.
In furtherance of the above, the Club shall be authorized to purchase adequate and appropriate errors and omissions and such other insurance for the benefit of its Directors and officers and other persons authorized to undertake liability from time to time on behalf of the Club.
Section 6 - Conflict of Interest
6.01 Conflict of Interest
A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.
Section 7 - Members
7.01 Membership
A membership in the Corporation is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act.
7.02 Conditions of Membership
General Requirements: Membership in the Club shall be limited to persons:
(a) whose application for membership has received approval of the Board (or of any committee designated by the Board to review applications for admission),
(b) who have paid the Dues required by the Board from time to time, and
(c) who have complied with any conditions of membership, including but not limited to the Club’s Code of Conduct Policy, and who continue to qualify for and be approved for membership in accordance with the by laws, rules and regulations of the Club in force from time to time.
The membership committee will bring forth to the board a list of members recommended for approval.
7.03 Types of Members
1. There shall be such classes or sub-classes of membership as may be determined by Resolution of the Directors from time to time and ratified at the next AGM of the Club following the Resolution in order to designate leagues of play or other curling or other privileges within the activities of the Club.
2. To facilitate communication in the Club for specific leagues and purposes, the Board may continue the use of existing designation of categories and sub-categories of Voting Members, such as “Seniors”, “Ladies”, “Men’s”, “Mixed” and Juniors (those over eighteen (18) years of age); and various categories and sub-categories of Non Voting Members such as “Social”, “Practice”, “Junior” (those under eighteen) or “Little Rocks”.
3. The conditions of membership and the specific rights, privileges and obligations attaching to each class of membership shall be as follows:
(a) Voting Member:
(i) A Voting Member shall be a person who is eighteen (18) years of age or over as of September 1 in a particular Curling Year, has applied for membership as an Active Curler for a particular Curling Year, has paid the required Dues due from time to time (unless such Dues are waived by the Board in recognition of special services rendered to the Club) and who continues to be a Member;
(ii) Voting Members shall have the right to attend and vote at all meetings of Members of the Club and shall pay Dues as determined by the Board from time to time.
(b) Non Voting Member:
(i) A Non Voting Member shall be a person who is either under the age of eighteen (18) years or a person who would otherwise qualify for Voting Membership but who does not wish to participate as an Active Curler such as a social member;
Non Voting Members shall not have the right to vote at any meetings of the Club, including Board meetings. Non Voting Members may attend and participate in discussions at meetings of Members if and so long as permitted by the Board.
(c) Honourary Lifetime Social Member:
(i) An Honourary Lifetime Social Member shall be an individual person (not a corporation) who held shares in the Corporation as of December 22, 2008, who is not an Active Curler and who applies for registration in a particular Curling Year to be recognized as an Honourary Lifetime Social Member;
(ii) An Honourary Lifetime Social Member shall have the right to attend and vote at all meetings of Members of the Club and shall not be required to pay Dues in consideration of that individual person’s forfeiture of their shares in the Corporation to create the Club.
4. Withdrawal: Any Member may withdraw from the Club during a particular Curling Year by delivering to the Club a written resignation and lodging a copy of the same with the Secretary of the Club. Any decision to refund, in whole or in part, Dues to a Member who terminates membership before the end of the Curling Year shall be in the sole discretion of the Board; and upon such delivery that Member's membership shall there upon be terminated. A Member shall be deemed to be no longer a Member if the Member does not re-apply to be a Member for the Curling Year next following the last Curling Year for which that Member has paid Dues.
7.04 Disciplinary Act or Termination of Membership for Cause
1. Upon 15 days’ written notice to a Member, delivered to their physical or email address on file with the Corporation, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws.
2. The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
3. A violation of the code of conduct described in Schedule D shall be grounds for termination
Section 8 - Members’ Meetings
8.01 Annual Meeting (AGM)
1. Timing:
The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. There shall be at least one AGM in each calendar year. The first AGM shall be held not later than twelve (12) months after the issue of Supplementary Letters Patent of the Club converting the Corporation to the Club. Each AGM thereafter shall be held as soon as reasonably possible after the end of the Club’s ensuing fiscal year but not later than fifteen (15) months after the holding of the last AGM.
2. Location of Meetings:
The AGM and any other meeting of the Members shall be held at the Head Office of the Club or at such other place in Haliburton County as the Board may determine and on such day as the said Directors shall appoint.
3. Information provided to members:
Any Member, upon request, shall be provided with a copy of the approved financial statements, along with any external examination of these statements and other financial information required by the By-laws or articles.
4. Business transacted at meeting:
The business transacted at the annual meeting shall include:
a. receipt of the agenda;
b. receipt of the minutes of the previous annual and subsequent special meetings; c. presentation of FINANCIAL STATEMENTS along with any examination related to
such financial statements;
d. presentation of a membership report;
e. reappointment or new appointment of a person to conduct an examination or verification of the financial activities of the club (if applicable);
f. election of Directors; and
g. such other or special business as may be set out in the notice of meeting.
No other item of business shall be included on the agenda for annual meeting unless a Member has given notice to the Corporation of any matter that the Member proposes to raise at the meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.
The Regular Members may consider and transact any other business at the AGM, not referred to herein or in the Notice of the meeting or the agenda if the consideration of the business is approved by a majority of the Regular Members in attendance at the AGM. The president (or chair) reserves the right to call a special meeting to discuss such business prior to a vote thereon.
8.02 Special Meetings
The Directors may call a special meeting of the Members. The Board shall call a special meeting on written requisition of the Members who hold at least 10 per cent of votes that may be cast at the meeting sought to be held within 21 days after receiving the requisition unless the Act provides otherwise.
8.03 Quorum
A quorum for the transaction of business at a Members’ meeting is 10% of the Regular Members of the corporation. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
8.04 Chair of a Members Meeting
The Chair of a members meeting shall be the chair of the Board of Directors in the Chair’s absence, the Members present shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.
8.05 Meeting Procedures
1 Meeting Notice:
Ten (10) days written notice shall be given to each Member of record, as at the date of the notice, of any AGM or special meeting of Members. The Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Regular Members to form a reasoned judgment (at the time of the meeting) on the decision to be taken. Notice of each meeting of Members must remind the Member that that a Regular Member has the right to vote by proxy and that any such proxy must be delivered to the Meeting Chair at least 48 hours prior to such meeting.
2 Right to vote and proxy:
Except as in this paragraph provided, each Regular Member present at a meeting shall have the right to exercise one vote. A Regular Member may, by means of a written proxy the form of which shall be prescribed from time to time by the Board, appoint a proxy to attend and act at a specific meeting of Members, in the manner and to the extent authorized by the proxy. A proxywithout specific direction shallbea nullity.Aproxyshallceaseto bevalid at theconclusion ofthemeeting(orattheconclusionofanyadjournmentthereof)forwhichtheproxywasissued. A proxy holder must be a Member of the Club. A Regular Member who is at a particular time also paid by the Club or paid by anyone for services rendered or to be rendered to the Club shall not be entitled to vote nor attend at those portions meetings of the Club for which or during which those services or the remuneration therefore is to be discussed or determined.
3 Voting:
At all meetings of Regular Members,(including meetings held electronically) every question shall be decided by a show of hands unless a poll thereon or a secret ballot be required by the Chairperson of the meeting or demanded by any Voting Member. After a show of hands has been taken upon any question, the Chairperson may require or any Regular Member may demand a poll thereon. A demand for poll or a secret ballot may be withdrawn at any time prior to the taking of the poll or the secret ballot. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon shall be so required or demanded and not withdrawn, a declaration by the Chairperson of the meeting that the vote upon the question has been carried, or carried by a particular majority, or not carried, and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any Resolution or other proceeding in respect of the said question. The result of the vote so taken shall be the decision of the Club in an AGM or special meeting, as the case may be. A majority of votes cast by Regular Members present shall determine each question except where the vote or consent of a greater number of Regular Members is required by the Act or these By-laws.
4 Adjournments:
The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. 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.
5 Persons Entitled to be Present:
The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditor or the person who has been appointed to conduct a review engagement of the Corporation, if any, and others who are entitled or required under any provision of the Act or the articles or the By-laws of the Corporation to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
Section 9 - Notices
9.01 Service
Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Corporation shall be delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member at the Member’s latest contact information as shown in the records of the Corporation; and to such Director as per his or her latest contact information as shown in the records of the Corporation or in the most recent notice or return filed under the Corporations Information Act, whichever is the more current; and to the auditor or the person who has been appointed to conduct a review engagement at its business address; provided always that notice may be waived or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto.
9.02 Error or Omission in Giving Notice
The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
Section 10 - Adoption and Amendment of By-laws
10.01 Amendments to By-laws
The Board may from time to time in accordance with the Act amend or repeal and replace this By-law.
10.02 Special Resolution:
The by-laws of the Club not embodied in the letters patent and supplementary letters patent may be repealed or amended by by-law enacted by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds (2/3) of the Voting Members at a meeting duly called for the purpose of considering the said by-law, (or an AGM) provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of the then responsible government ministry or authorized agency in Ontario has been obtained. Bylaw Number 1 of the Corporation is superseded and replaced by this Bylaw and is effective as of October 1, 2024 upon approval by the Voting Members at the AGM next following the date of this Bylaw.
10.03 Books and Records
Proper Record keeping: The Directors shall see that all necessary books and records of the Club required by the by-laws of the Club or by any applicable statute or law are regularly and properly kept.
10.04 Rules and Regulations
Rule making: The Board may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Club as they deem expedient, provided that such rules and regulations shall have force and effect only until the next AGM general meeting of the Members of the Club when they shall be confirmed, and failing such confirmation at such AGM general meeting of Members, shall at and from that time cease to have any force and effect.
10.05 Interpretation
Interpretation: In these by-laws, and in all other by-laws of the Club hereafter passed unless the context otherwise requires, words importing the singular number of the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
Enacted as of the 1st day of October, 2024.
Witness the seal of the Club: c/s
Wanda Ruddy, Director Kent Milford, Director
Glenn Scott, Director Megan Bawn, Director
Peter Osborne, Director Brenda Eastmure, Director
John Morrison, Director Frances Schwering, Director
Schedule A: Board Positions and Board support positions
Schedule B: Duties of officers
A President:
Duties and Responsibilities
The President shall:
(a) be the chief executive officer of the Club;
(b) preside at all meetings of the Club and of the Board;
(c) have the general and active management of the affairs of the Club;
(d) see that all orders and Resolutions of the Board are carried into effect.
1 Agendas
Establish agendas aligned with annual Board goals and preside over Board meetings if also holding the office of Chair. Ensure meetings are effective and efficient for the performance of governance work. Ensure that a schedule of Board meetings is prepared annually.
2 Direction
Serve as the Board’s central point of communication with the members and board support persons regarding the Board’s expectations and concerns. Develop standards for Board decision-support packages that include formats for reporting to the Board and level of detail to be provided to ensure that management strategies, planning and performance information are appropriately presented to the Board.
3 Performance Appraisal
Lead the Board in monitoring and evaluating the performance of club employees or contract employees if any, through an annual process.
4 Representation
Serve as the Board’s primary contact with the public.
5 Reporting
Report regularly to the Board on issues relevant to its governance responsibilities.
6 Board Conduct
Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct.
7 Mentorship
Serve as a mentor to other Directors. Ensure that all Directors contribute fully. Address issues associated with underperformance of individual Directors.
8 Succession Planning
Ensure succession planning occurs for board members and board support persons.
B Past President:
Duties and Responsibilities
Thepast -president shall,intheabsenceordisabilityofthepresident,performtheduties and exercise the powers of the president. The past-president shall also perform such other duties as shall be imposed on the past-president by the Board at any time and from time to time. In addition to the above the Past-president has an ongoing obligation to the board of directors to provide input and advice based on his/her experience as President. If no past president exists the board shall have the right to appoint a vice president to assist and assume duties of the president if the president is unable to perform their duties.
The Past President also is to maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors’ and members conduct
C Treasurer:
Position Description of the Treasurer
If appointed, the Treasurer works collaboratively with the president and team members to support the Board in achieving its fiduciary responsibilities.
Duties and Responsibilities
The Treasurer shall:
(a) have the custody of the funds and securities of the Club;
(b) keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Club in the books belonging to the Club;
(c) oversee the deposit of and reconcile all monies, Dues, income, securities and other valuableeffects in thenameand to thecredit oftheClub in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time;
(d) oversee the disbursements of funds of the Club as may be directed by proper authority of the Board taking proper vouchers for such disbursements,
(e) render to the president and Directors at the regular meetings of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Club; and
(f) perform such other duties as may from time be directed by the Board.
Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.
D Secretary:
Duties and Responsibilities
The Secretary:
(a) may be empowered by the Board, upon Resolution of the Board, to carry out the secretary’s affairs of the Club generally under the supervision of the officers thereof;
(b) shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose;
(c) shall give or cause to be given notice of all meetings of the Members and of the Board;
(d) shall perform such other duties as may be prescribed by the Board or Chairperson, under whose supervision the secretary shall be; and
(e) shall be custodian of the seal of the Club, which the secretary shall deliver only when authorized by a Resolution of the Board to do so and to such person or persons as may be named in the Resolution.
(f) Keep a roll of the names and addresses of the Members. Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees. Attend to correspondence on behalf of the Board. Have custody of all minute books, documents, registers and the seal of the Corporation and ensurethat they aremaintained as required by law.Ensurethat all reports are prepared and filed as required by law or requested by the Board.
(g) Give such notice as required by the By-Laws of all meetings of the Corporation, the Board and Board committees. Attend all meetings of the Corporation, the Board and Board committees.
(h) Manage the Board nomination and elections processes.
E Other Officers:
Duties and Responsibilities
The duties of all other officers of the Club shall be such as the terms of their engagement call for or the Board requires of them.
Schedule C: Board Nomination and Election Process
The following steps outline the election process for President and the Board of Directors:
1) The Board declares before nominations open the number of people they want on the Board for the next year and indicates the portfolios which have the strongest need.
2) The current Board declares who is running for re-election to the Board, including the President position, and each person’s preferred portfolio.
3) The Secretary is responsible for ensuring the election process is followed. 4) The Board declares and communicates that nominations are open and will
remain open for a period of not less two weeks. Nominations will close at least 1 week before the scheduled AGM.
5) No nominations will be taken from the floor of the AGM.
6) The nominations are to be open and visible to the members at all times 7) Individuals who wish to run for the board will sign up (manually or
electronically as the board permits) along with a nominator and indicate their preferred portfolio. Any member may nominate another member, and in such case the nominee has the right to decline the nomination or indicate a different preferred portfolio.
8) No person can run for both President and the Board at the same time. 9) With the exception of the President position, there is no guarantee that
anyone elected will hold their preferred portfolio. Portfolios will be decided by the incoming Board after the Board composition is known and the election complete.
10) There will be two separate elections at the AGM: the first for the President position and the second for the remainder of the Board.
11) Election for President position:
a. If there are more than three (3) candidates for president, a run-off election will eliminate all but the top three candidates. If there are three (3) candidates for president, or three (3) remaining candidates, there will be a run-off election held by secret ballot with the lowest voted candidate eliminated. If there are two (2) candidates for president, or two (2) remaining candidates, an election will be held by secret ballot with the President position awarded to the candidate receiving the highest number of votes. In the event of a tie number of votes, there will be another round of voting, and this process will continue until there is a winner.
b. In the event that there is only one nominee for President, the Board may choose to forgo voting by secret ballot and perform a vote by show of hands to acclaim the nominees to the President position.
12) Election for the remainder of the Board:
a. The board election will consist of 1 single election with all nominees listed, including any current Board members who wish to stand for re-election. The top vote getters will be elected to the board up to the number of available seats. (Example: if there are 6 Board spots available to be filled, the top 6 vote getters will be those elected to the Board).
b. The ballots for voting will list all nominees and will clearly indicate the maximum number of votes available to be cast on the ballot. (Example: if there are 6 board spots available to be filled, the ballot will indicate no more than 6 nominees may be selected on the ballot for the vote to count). Any ballots where a Member has voted for more than the allowed number of nominees will be considered a spoiled ballot and none of the votes on that ballot will be counted. Any ballot where a Member has voted for fewer than the allowed number of nominees is valid and all votes on that ballot will be counted.
c. In the event that the number of nominees is equal to or less than the number of available positions, the Board may choose to forgo voting by secret ballot and perform a vote by show of hands to acclaim all nominees to the Board.
13) Once the term commences the Board has the right to appoint a Board member if portfolio gaps exist or a vacancy occurs.
Schedule D: Code of Conduct
Code of Conduct
April 2019
Purpose
1. The purpose of this Code of Conduct is to ensure a safe, positive, respectful environment with the Haliburton Curling Club’s (HCC) programs, activities and events, by making all individuals aware that there is an expectation of appropriate behaviour, consistent with the values of the HCC.
2. This policy is applicable to all individuals entering the Haliburton Curling Club including members, league representatives, volunteers, managers and administrators, members of the Executive Board, employees, contract personnel, parents of minor members, guests, and school representatives including teachers and coaches.
3. All individuals have a responsibility to abide by the stipulations, listed below, through their actions, words, activities and communications, both verbal and written.
4. This policy also applies to conduct that may occur outside of the club when such conduct is detrimental to the image and reputation of the Haliburton Curling Club.
5. The Haliburton Curling Club feels that a positive curling experience is of paramount purpose and that competitive aspects of the sport cannot override this experience.
Awareness
A Code of Conduct policy statement, shown in Appendix A, will be posted in the club. Members will be made aware of the existence of the Code of Conduct as part of membership registration. Club hosted bonspiel organizers will make participants aware of the existence of the Code of Conduct in the sign-up process. The Code of Conduct will be posted on the HCC website in a prominent location.
Responsibilities
All individuals have a responsibility to abide by the following stipulations through their actions, words, activities and communications, both verbal and written. This refers to actions that may be intentional or not and to activities that one ought reasonably to know to be offensive or unwelcome.
a) Maintain and enhance the dignity and self-esteem of all club members and other individuals by:
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- Demonstrating respect to individuals regardless of body type, physical characteristics, athletic ability, gender, gender identity, ancestry, colour, ethnic or racial origin, nationality, sexual orientation, age, marital status, religion or disability.
- Focusing comments or criticism appropriately by avoiding confrontational behaviour
- Consistently demonstrating the spirit of sportsmanship, sports leadership and ethical conduct
- Acting, when appropriate, to prevent or correct practices that are unjustly discriminatory
- Consistently treating individuals fairly and reasonably
- Ensuring the rules of curling and the spirit of such rules are adhered to
b) Refrain from any behaviour that constitutes harassment, where harassment is defined as comment or conduct directed towards an individual or group, which is offensive, abusive, racist, sexist, degrading or malicious. Types of behaviour that constitute harassment include, but are not limited to:
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- Written or verbal abuse, threats or outbursts or bullying · Confrontational behaviour
- Physical assault
- Retaliation or threats of retaliation against an individual who reports harassment
c) Refrain from any behaviour that constitutes sexual harassment, where sexual harassment is defined as unwelcome sexual comments and sexual advances, requests for sexual favours, or conduct of a sexual nature. Types of behaviour that constitute sexual harassment include, but not limited to:
-
- Sexually degrading words used to describe a person · Unwelcome touching, sexual flirtations, advances or propositions
- Sexual assault
d) Refrain from the use of power or authority in an attempt to coerce another person to engage in inappropriate activities
e) Take reasonable steps to manage the responsible consumption of alcoholic beverages in social situations associated with club events
f) Respect the property of others and not willfully cause damage
g) Not retaliate or escalate any alleged violation of the Code of Conduct, or reprisal against an individual who has reported a violation
h) Immediately leave HCC if requested by, Bonspiel official, Board Member, Convenor or other person of designated authority,
i) Intervene, as appropriate, to deescalate a situation reporting the incident quickly to a Board member, bonspiel official or other person of designated authority.
Complaints Procedure
Any member of the club or individual associated with the Haliburton CurlingClub who feels they have been harassed or discriminated against is encouraged, if comfortable, to first make a direct request to the alleged perpetrator to stop the offensive behaviour.
If the offending actions persist, or the individual is not comfortable with approaching the alleged perpetrator, the individual is encouraged to quickly bring the matter to a league representative or to any member of the Board for possible intervention and resolution. Failing that the individual needs to lodge a written complaint to the President in order to initiate an investigation.
The complaint will be investigated in such a way to maintain the dignity and respect of all individuals involved and to bring the matter to a fair and acceptable resolution.
The President can recommend to the Board for approval, immediate interim disciplinary and/or remedial action be taken as the situation is warranted pending the outcome of the investigation.
A Committee comprised of three Board members, will be set up by the Board to receive the original complaint and all supporting documents. The Committee will consult with both parties with respect to:
a) date, time and duration of the hearing;
b) names of any witnesses to be called; and
c) the documents which are to be submitted.
d) The panel will make every effort to convene a hearing within thirty (30) days of the receipt of the request.
Either party may be accompanied by an advisor, at their own cost. In the event that one party does not appear at the meeting despite reasonable notice, the Committee may proceed with the hearing in their absence.
Upon completion of the hearing, the Committee will provide its findings to the parties in writing within thirty (30) days.
If the Committee finds that the suspect’s conduct has fallen within the definition of personal or sexual harassment, discrimination or bullying, it will recommend to the President of the Board, for Board approval, that disciplinary and/or remedial action be taken. Those actions may include a reprimand, suspension, demotion, dismissal, expulsion, or such actions as may be deemed appropriate.
Sanctions
Sanctions may include, but are not limited to:
a) A recommendation that a person’s membership be revoked with or without financial reimbursement.
b) Temporary or permanent suspension from employment with the HCC, or from participation in some or all of the activities over which HCC has jurisdiction.
c) The imposition of temporary or permanent conditions for continued membership or employment with HCC, or participation in activities as the Board may view as appropriate in the circumstances.
d) The issuance of a warning and/or reprimand.
Risk Assessment
On a yearly basis the HCC Board will conduct a risk assessment to determine the effectiveness of the Code of Conduct, making changes as risks are identified.
Record Keeping
The Chair of the Committee shall keep a secure record of every incident.
Confidentiality
To the extent possible, reports, complaints, witness statements and other documents produced under these guidelines shall be held in safekeeping in the Club.
Information provided about a complaint will not be disclosed except as necessary to protect individuals, to investigate the complaint and to take corrective action.
APPENDIX A
Code of Conduct
April 2019
The Haliburton Curling Club is committed to ensure a safe, positive and respectful environment with the Haliburton Curling Club’s (HCC) programs, activities and events, by making all individuals aware that there is an expectation of appropriate behaviour, consistent with the values of the HCC.
This Code of Conduct is applicable to all individuals entering the Haliburton Curling Club including members, league representatives, volunteers, managers and administrators, members of the Executive Board, employees, contract personnel, parents of minor members, guests, and school representatives including teachers and coaches.
All individuals have a responsibility to abide by the following stipulations through their actions, words, activities and communications, both verbal and written.
a) Maintain and enhance the dignity and self-esteem of all individuals,
b) Refrain from any behaviour that constitutes harassment or bullying and confrontational behaviour
c) Refrain from any behaviour that constitutes sexual harassment,
d) Refrain from the use of power or authority in an attempt to coerce another person to engage in inappropriate activities,
e) Take reasonable steps to manage the responsible consumption of alcoholic beverages,
f) Respect the property of others and not willfully cause damage,
g) Not retaliate or escalate any alleged violation of the Code of Conduct,
h) Immediately leave HCC if requested by a Bonspiel official, Board Member, Convenor or other person of designated authority,
i) Intervene, as appropriate, to deescalate reporting the incident quickly to a Board designated official.
The Board will investigate and deal with all complaints in a fair, respectful and timely manner. Information provided about a complaint will not be disclosed except as necessary to protect individuals, to investigate the complaint and to take corrective action.
Mary Hillaby
President Haliburton Curling Club
