CROQUET CANADA BYLAWS

CROQUET CANADA

(INCORPORATED 1987)

BY-LAWS

ARTICLE 1 - NAME

The name of the corporation is "CROQUET CANADA".

ARTICLE 2 - OBJECTIVES

The objects of Croquet Canada are:

(a) to promote, foster and develop the game of Croquet and to take all steps as may be deemed necessary or advisable for preventing infringements
of the rules of the game or other improper methods of practice in the game, and for protecting it from abuses;

(b) to regulate all variations of the game of croquet;

(c) to make, adopt, vary, and publish rules, regulations, by-laws and conditions for the regulation of all variations of the said game or otherwise, and to take all such steps as shall be deemed necessary or advisable for enforcing such regulations, by-laws and conditions;

(d) to promote, provide for, regulate, and manage in all or any of the required details or arrangements, including any arrangements for the benefit of associations or clubs, croquet competitions, contests, and matches, international or otherwise, in Canada, or elsewhere and to do or provide for all or any such matters and things, as may be considered necessary for or ancillary to the comfort, conveyance, convenience, or benefit of players and of the public, or of any other persons concerned or engaged in such competitions, contests, or matches;

(e) to promote, provide for, regulate, and license all media involvement with the game of croquet as sanctioned by Croquet Canada;

(f) to provide for, make and vary all such rules, regulations, and by-laws as to amateur and professional players as may, from time to time be determined on;

(g) to do all such other things as may be deemed incidental or conducive to the attainment of the above objects or any of them.

ARTICLE 3 - ORGANIZATION

Croquet Canada shall be composed of Members as hereinafter set out, and it shall be managed by a Board of Directors constituted as stated in these by-laws.

ARTICLE 4 - MEMBERSHIP

1. The Membership of Croquet Canada shall consist of:

Individual Members: individuals who pay an annual fee as required by Article 5 of this By-law.

Club Members: any organization or club that pays an annual fee as required by Article 5 of this By-law.

Life Members: an honourary distinction to be awarded at the discretion of the Board entitling the individual so recognized to all rights
and privileges of Membership except that such individuals shall not be required to pay any Membership fees or dues.

Special Members: any individual or club so designated by the Board, provided however that such Member shall not be entitled to vote at any meeting of Croquet Canada, but shall be entitled to such notice, rights and privileges as the Board may from time to time determine. 

2. For the purpose of this By-law "Member" shall include Individual Members, Club Members, and Life Members.

ARTICLE 5 - MEMBERSHIP AND OBLIGATIONS

1. Annual Membership fees shall be as established by the Board of Directors as required by Article 12 of this By-law. 

2. Any application from a Member to be admitted in Membership shall be submitted in writing.

3. No Member shall be entitled to vote at any Meeting of Croquet Canada unless all monies due by such Member to Croquet Canada have been paid.

4. Membership shall be continuous unless the Member: 

(a) withdraws from Croquet Canada either by resigning or by being more than 6 months in arrears of annual Membership dues;

(b) who, by personal or business conduct, violates any part of the By-laws, policies or other regulations of Croquet Canada, may be
expelled from Membership by a two-third (2/3) majority vote of the Board after an investigation has first been made at which the Member concerned has been given a proper hearing with a full opportunity to explain its actions. When such a hearing is being initiated by Croquet Canada notice of such hearing shall be given all concerned in writing, not less than seven (7) days before such hearing.

5. Any Member whose connection with Croquet Canada has been terminated by resignation, expulsion, or otherwise, shall forfeit all interest in any funds or other property belonging to Croquet Canada.

ARTICLE 6 - ANNUAL GENERAL MEETING

1. The Annual or any other General Meeting of the Members shall be held at the head office of Croquet Canada or at any place in Canada as the Board of Directors may determine and on such day as the said Directors shall appoint. The Members may resolve that a particular meeting of Members be held outside Canada.

2. At every Annual Meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the Auditors shall be presented and auditors appointed for the ensuing year. The Members may consider and transact any business either special or general at any Meeting of the Members. The Board of Directors or the President or Vice-President shall have power to call, at any time, a General Meeting of the Members of Croquet Canada. The Board of Directors
shall call a Special General Meeting of Members on written requisition of Members carrying not less than five percent (5%) of the voting rights. Twenty percent (20%) of Members of Croquet Canada in good standing (excluding Special Members) present in person or by proxy at a Meeting will constitute a quorum.

3. Fourteen (14) days' written notice shall be given to each voting Member of any Annual or Special General Meeting of Members. Notice of any Meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken. Notice of each Meeting of Members must remind the Member that he has the right to vote by proxy.

4. Each voting Member present at a meeting shall have the right to exercise one vote. A Member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific Meeting of Members, in the manner and to the extent authorized by the proxy. A proxyholder must be a Member of Croquet Canada.

5. No error or omission in giving notice of any Annual or General Meeting or any adjourned Meeting, whether Annual or General, of the Members of Croquet Canada shall invalidate such meeting or make void any proceedings taken thereat and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purposes of sending notice to any Member, director or officer for any meeting or otherwise, the address of the Member, director or officer shall be his last address recorded on the books of Croquet Canada. 

ARTICLE 7 - RULES OF ORDER

All meetings of Croquet Canada shall be conducted in accordance with the Robert's Rules of Order insofar as they may apply.

ARTICLE 8 - PRESIDING OFFICER

The President shall preside at all General Meetings of Croquet Canada, and in his absence, the Vice-President, and thereafter in the
absence of the Vice-President, the Treasurer shall take the Chair. The absence of all three (3) of these officers shall require the selection of a pro tem Presiding Officer.

ARTICLE 9 - QUORUM

A quorum at all General Meetings shall consist of not less than twenty (20%) percent of all Members in good standing. A Member may be present in person, or by proxy, in such form as may be authorized by the Board. 

ARTICLE 10 - VOTING

1. Subject to Article 11, at all meetings of Members of Croquet Canada, every question shall be determined by a majority of votes unless otherwise required by these By-laws or by statute.

2. If a vote by ballot is required, the Chair shall appoint scrutineers who shall total the votes and report same to the Presiding Officer who shall announce the results to the assembly for the record.

ARTICLE 11 - BOARD OF CROQUET CANADA 

1. The Board of Croquet Canada shall consist of fifteen (15) directors, twelve (12) of whom shall be elected general directors, two (2) of whom shall be elected regional directors, and one (1) of whom shall be appointed by the Board as a director-at-large.

2. Before the end of January of each year the Board shall appoint an Electoral Committee of at least two Board Members to organize and oversee elections for that year in accordance with Board directives. Members of the Electoral Committee may not at the same time be candidates for election.

3. Annual election of directors shall be held in the month of November. Only Members in good standing are eligible for election. In every contested election of directors, the voting shall be by secret postal ballot. In an election of general directors all Members are eligible to vote. In an election of a regional director only the Members resident in that region are eligible. The boundaries of the two regions, Eastern and Western, shall be determined by the Board.

4. The term of office of every elected director, general or regional, shall be three years. It begins on December 1 of the year of election and expires on November 30 of the third (3rd) year after election. The terms of office of the twelve general directors shall be staggered so that in any year there will be four terms that expire that year, four terms that expire in the following year and four terms that expire in the year after the following year.

5. After December 1 of each year the Board shall appoint one director-at-large for a term that expires on the next November 30. If the
directorship-at-large becomes vacant, the Board may fill it for the remainder of its term by a new appointment.

6. The Director at Large shall have duties as prescribed. 

7. Directors as such, shall not receive stated remuneration for their services, but, by resolution of the Board, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Board. Such fixed sum may be paid to the Directors as the Members may by resolution, determine, provided that nothing herein contained shall be construed to preclude any Director from serving Croquet Canada as an officer or in any other capacity and receiving compensation therefor.

8. The office of Director shall be automatically vacated: 

(a) if a Director shall resign his office by delivering a written resignation to the secretary of Croquet Canada; 

(b) if he is found by a court to be of unsound mind; 

(c) if he becomes bankrupt or makes an assignment of his property;

(d) if at a Special General Meeting of Members a resolution is passed by majority of the Members present at the meeting that he be removed from office;

(e) on death;

provided that if any vacancy shall occur for any reason in this paragraph contained, the Board of Directors by majority vote, may, by appointment, fill the vacancy with a Member of the corporation for the remainder of the vacant director's term or until the next Annual General Meeting of Croquet Canada, whichever shall first occur. 

9. A minimum of seven (7) Directors shall form a quorum.

ARTICLE 12 - DUTIES OF THE BOARD OF DIRECTORS

1. The Board shall be vested with full power and entitled to manage the affairs of Croquet Canada.

2. The Board shall be responsible to the Members of Croquet Canada.

3. The Board shall implement and control the policies, finances and general affairs of Croquet Canada in discharging its responsibilities to the Members.

4. At each Annual General Meeting the Board of Directors shall establish the Membership fees for the ensuing year.

5. The Board shall have power to make rules, regulations and arrangements as to all matters of business, duties, management, regulations or otherwise, so far as it is not already herein expressly provided for. In keeping with their duty to enforce all the laws all the time, and without waiting for an official protest, or appeal, the Board shall immediately inquire into the circumstances of any alleged irregularity which may be brought to their attention by a duly responsible officer or any Member and take appropriate action without delay.

5. It shall not be responsible for any expenditures made or any obligations assumed in the name of Croquet Canada by any Member unless consent thereto has previously been given by the Board.

6. The Board shall have power to deal with all protests and appeals and all cases of discipline of any nature whatsoever arising out of games played under its jurisdiction and empowered to use if necessary, its authority in the preservation and enforcement of good order. 

7. (a) Subject to Section 65 of the CCA, the Board may from time to time:

(i) borrow money upon the credit of Croquet Canada;

(ii) limit or increase the amount to be borrowed;

(iii) issue debentures or other securities of Croquet Canada;

(iv) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and 

(v) mortgage, hypothecate, charge or pledge all or any of the real and personal property, undertaking and rights of Croquet Canada
to secure any such debentures or other securities or any money borrowed or any other liability of Croquet Canada.

(b) The Board may from time to time authorize any Board Member, Officer or Officers, or employees of Croquet Canada to make arrangements with reference to the money borrowed or to be borrowed as aforesaid, and as to the terms and conditions of the loan thereof, and as to the securities for any monies borrowed or remaining due by Croquet Canada as the Board may authorize, and generally to manage, transact and settle the borrowing of money by Croquet Canada.

(c) The Board may from time to time authorize any Board Member, Officer or Officers, or employees of Croquet Canada to sign, execute and give on behalf of Croquet Canada all documents, agreements, promises and other writing necessary or desirable for the purpose, aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of lading and other negotiable or transferrable instruments and the same and all renewals thereof or substitutions therefore so signed shall be binding
upon Croquet Canada.

(d) The powers hereby conferred shall be and be deemed to be in supplement of and not in substitution for any powers to borrow money for the purpose of Croquet Canada possessed by the Board of Officers independently of a borrowing by-law.

8. Any act of the Board, whether "intravires" of the Board or not, which is sanctioned either expressly or implied at a subsequent Annual General Meeting of Croquet Canada shall be deemed to be an act of Croquet Canada, and may not afterwards be impeached by any Member of Croquet Canada on any ground whatsoever.

ARTICLE 13 - DIRECTORS' MEETINGS

1. Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each Director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned Meeting of the Board of Directors of Croquet Canada shall invalidate such meeting or make void any proceeding 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 taken or had thereat. Each Director is authorized to exercise one (1) vote.

2. If all the Directors of Croquet Canada consent thereto generally or in respect of a particular meeting, a Director may participate in a Meeting of the Board or of a Committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the Meeting to hear each other, and a Director participating in such a Meeting by such means is deemed to be present at the Meeting.

3. A resolution in writing, signed by all the Directors entitled to vote on that resolution at a Meeting of Directors or Committee of Directors, is as valid as if it had been passed at a Meeting of Directors or Committee of Directors.

ARTICLE 14 - DUTIES OF OFFICERS

1. The President shall be the Chief Executive Officer of Croquet Canada and without limiting the generality of the foregoing shall have the authority and responsibility for administering the affairs of Croquet Canada within the policies established by the Board of Directors. He shall preside at all meetings of Croquet Canada and of the Board. In the event of any tie, he shall have a casting vote. He may appoint committees and chairpersons, where necessary, and is an ex officio Member of all committees including the standing committees.

2. The Vice-President shall be the senior officer of Croquet Canada next to the President, and he shall preside at all meetings in the
President's absence. He shall have such other duties as prescribed .

3. The Treasurer shall receive all monies to the credit of Croquet Canada and shall give a receipt for the same. He shall deposit all monies received in a chartered bank or trust company in the name of Croquet Canada. No money shall be withdrawn from the bank without the sanction of the Board. He shall sign all cheques drawn by Croquet Canada. All accounts shall be paid by official cheque. The deposit and receipt book shall be produced at all meetings and shall be properly balanced, up to date in accordance with
the bank books. He shall prepare the budget, and annual report and financial statement for the Annual General Meeting of Croquet Canada. He shall prepare a financial report monthly for the Board.

4. The Secretary may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry on the affairs of the
Corporation generally under the supervision of the Officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes and proceedings in the books to be kept for that purpose. He shall give or cause to be given notice of all meetings of the Members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of directors or President, under whose supervision he shall be. In addition, he shall be custodian of the Seal of the Corporation, which he shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.

5. The Board of Directors may appoint such officers, agents and engage such employees as it shall deem necessary from time to time and such persons shall have authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment. 

6. Officers shall be subject to removal by resolution of the Board of Directors at any time. 

ARTICLE 15 - INDEMNITY

Every Director or Officer of Croquet Canada or other person who has undertaken or is about to undertake any liability on behalf of Croquet Canada 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 funds of Croquet Canada, from and against:

(a) all costs, charges and expenses which such director, officer of other person sustains or incurs in or about any action, suit or
proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him, in or abut the execution of the duties of his office or in respect of any such liability;

(b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default. 

ARTICLE 16 - AUDIT

1. The fiscal year of the Board shall be from the first day of November to the 31st day of October following, both inclusive. 

2. The Members shall at each annual meeting appoint an auditor to audit the accounts of the corporation for report to the Members at the next Annual Meeting. The auditor shall hold office until the next Annual Meeting provided that the Directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.

ARTICLE 17 - COMMITTEES

1. The Board of Directors shall have the power to determine the number of staff it requires to maintain it programs.

2. Duties and salaries of the staff will be determined by the Board of Directors.

ARTICLE 18 - CORPORATE SEAL

Croquet Canada shall have a Corporate Seal and all documents bearing the Seal shall be countersigned in accordance with the provisions of these by-laws. All documents bearing the Seal of Croquet Canada shall be signed by the President, or in the absence of the President by the Vice-President.

ARTICLE 19 - OTHER REGULATIONS

1. Croquet Canada may make such other regulatory measures as it deems necessary for the efficient administration of the playing structure of the game within its jurisdiction.

2. Croquet Canada may make such other Rules and Regulations as may be deemed necessary to promote, develop and govern the game of Croquet.

3. No such Regulation may violate the individual's rights or freedom except as may be required to protect the rights and freedom of any other individual and to ensure the stability of the basic structure of the game.

ARTICLE 20 - MONIES

1. All monies owing to Croquet Canada shall be due and payable within thirty (30) days of invoicing unless otherwise stipulated.

2. Penalties for late payment or non-payment of monies due shall be as established by the Board.

ARTICLE 21 - AMENDMENTS TO THE CONSTITUTION (BY-LAWS)

1. All proposed amendments to the Constitution shall be forwarded in writing to Croquet Canada no later than thirty (30) days prior to the Annual General Meeting or a Special General Meeting called for that purpose.

2. Copies of proposed amendments to the Constitution shall be sent to all Members not less than Twenty-one (21) days prior to the Annual General Meeting at which they will be considered.

3. Amendments to the By-laws will require a three-quarter (3/4) majority vote of those accredited delegates present at the Annual General Meeting.

4. Only Members or the Board of Directors of Croquet Canada shall be permitted to propose amendments to these By-laws.

5. No such change, amendment, or alteration to the By-laws adopted by Croquet Canada shall become operative or be acted upon until the same has been approved by the Minister of Industry Canada, as required by the Canada Business Corporations Act.

ARTICLE 22 - REGISTERED OFFICE

1. The registered office shall be the Municipality of Metropolitan Toronto, Province of Ontario.

2. All official records and minutes of proceedings of meetings of Croquet Canada and the Board shall be prepared by Croquet Canada's
Secretary.

3. The books and records of Croquet Canada may be inspected during regular office hours.

ARTICLE 23 - REMOVAL OF COMMITTEE MEMBERS

The voting Directors may by resolution pass by a majority in number of such voting Directors representing a Quorum at a special meeting of Directors of which notice specifying the intention to pass such a resolution has been given, remove any Committee Members before the expiration of his term and may by a majority of votes cast at such meeting propose any regular Member in his stead for the remainder of his term.

EXECUTED at Toronto, Ontario, this day of [month] 1998