A by-law relating generally to the conduct of the affairs of CROQUET CANADA (the “Corporation”)
Table of Contents Section 1 GENERAL Section 2 MEMBERSHIP - MATTERS REQUIRING SPECIAL RESOLUTION Section 3 MEMBERSHIP DUES, TERMINATION AND DISCIPLINE Section 4 MEETINGS OF MEMBERS Section 5 DIRECTORS Section 6 MEETINGS OF DIRECTORS Section 7 OFFICERS Section 8 INDEMNITY Section 9 NOTICES Section 10 DISPUTE RESOLUTION Section 11 EFFECTIVE DATE
BE IT ENACTED as a by-law of the Corporation as follows:
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 Canada Not-for-profit Corporations Act S C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time, (b) “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation; (c) “board” means the board of directors of the Corporation and “director” means a member of the board; (d) “by-law” means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect; (e) “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members; (f) “ordinary resolution” means a resolution passed by more than 50% of the votes cast on that resolution; (g) “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act; (h) “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and (i) “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution. 1.02 Interpretation In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws. 1.03 Corporate Seal The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal. 1.04 Execution of Documents Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons 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 signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof. 1.05 Financial Year End The financial year end of the Corporation shall be October 31 unless and until otherwise determined by the board of directors. 1.06 Banking Arrangements The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize. 1.07 Annual Financial Statements The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
Section 2 MEMBERSHIP - MATTERS REQUIRING SPECIAL RESOLUTION 2.01 Membership Conditions Subject to the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available only to individuals and clubs interested in furthering the Corporation’s purposes and who have applied for and been accepted into membership in the Corporation by resolution of the board or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation. The board may designate any individual as a life member who shall have all the rights of membership but shall not be required to pay annual membership fees. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(l)(e), (h), (I) or (m). 2.02 Notice of Meeting of Members Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means: (a) by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or (b) by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members. 2.03 Absentee Voting by Mail Ballot Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot if the Corporation has a system that: (a) enables the votes to be gathered in a manner that permits their subsequent verification, and (b) permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
Section 3 MEMBERSHIP DUES, TERMINATION AND DISCIPLINE 3.01 Membership Dues Members shall be notified in writing of the membership dues as fixed by the board at any time payable by them and, if any are not paid within six (6) calendar months of the membership renewal date, the members in default shall automatically cease to be members of the Corporation. 3.02 Termination of Membership A membership in the Corporation is terminated when: (a) the member dies, or, in the case of a member that is a corporation, the corporation is dissolved; (b) a member fails to maintain any qualifications for membership described in Section 2.01 of these by-laws; (c) the member resigns by delivering a written resignation to the president of the Corporation in which case such resignation shall be effective on the date specified in the resignation; (d) the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws; (e) the member’s term of membership expires; or (f) the Corporation is liquidated or dissolved under the Act. Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist. 3.03 Discipline of Members The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds: (a) violating any provision of the articles, by-laws, or written policies of the Corporation; (b) carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion; (c) for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation. In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.
Section 4 MEETINGS OF MEMBERS 4.01 Persons Entitled to be Present The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members. 4.02 Chair of the Meeting In the event that the president and the treasurer are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting. 4.03 Quorum A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. This amendment was approved by the Board of Directors at a meeting held on May 2, 2017. This amendment was approved by the Membership at the Annual General Meeting held on December 9, 2017.
4.04 Votes to Govern At any meeting of members every question shall, unless otherwise provided by the articles or by?laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
Section 5 DIRECTORS 5.01 Term The board shall consist of eight (8) directors of whom one shall be designated as Western Canada representative and one shall be designated as Eastern Canada representative. Subject to Section 5.02, Directors shall be elected for a term of three years commencing with the first day of the month following the month in which they are elected and there shall be no limitation on the number of terms for which an individual may be elected as a director whether consecutive or otherwise. 5.02 First Board Following Continuance Notwithstanding Section 5.01, the terms of office of the directors to be elected at the first annual general meeting following continuance shall be staggered so that the term of office of two of the six directors at large shall expire on the first anniversary of their appointment; two of such directors on the secondary anniversary of their appointment and of the remaining two of such directors on the third anniversary of their appointment. 5.03 Nominees The Nominating Committee shall annually nominate for election or re-election the required number of board nominees for inclusion in a slate to be provided to the members to be voted on at each annual general meeting of members. 5.04 Additional Directors The Board may at any time appoint one or more additional directors who shall hold office for a term expiring no later than the close of the next annual meeting of members but no such appointment shall have the result of either (a) exceeding the total number of directors authorized by the Articles or (b) exceeding one-third of the number of directors elected at the most recent annual member of members.
Section 6 MEETINGS OF DIRECTORS 6.01 Calling of Meetings Meetings of the board may be called by the president or any two (2) directors at any time. 6.02 Notice of Meeting Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than 7 days before the time when the meeting is to be held by one of the following methods: (a) delivered personally to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); (b) mailed by prepaid ordinary mail to the director’s address as set out in (a); (c) by telephonic, electronic or other communication facility at the director’s recorded address for that purpose; or (d) by an electronic document in accordance with Part 17 of the Act. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by?law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting. 6.03 Regular Meetings The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3)(Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice. 6.04 Quorum and Votes At all meetings of the board, a quorum shall consist of a majority of the board and every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote. 6.05 Committees (a) There shall be a Nominating and Governance Committee; a Finance Committee; a Communications Committee and a Selection Committee which shall have such specific mandates as the board shall determine from time to time; (b) Each of such Committees shall be chaired by a director and its membership may include members of the Corporation who are not directors; (c) The board may from time to time appoint any other committee or advisory body as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit; (d) Each such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make and any committee member may be removed by resolution of the board of directors.
Section 7 OFFICERS 7.01 Officers Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the Corporation shall have the following officers who shall have the following duties and powers associated with their positions: (a) President – The president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation. The president shall preside over meetings of the board and the members shall be an ex officio member of all committees of the board. (b) Treasurer –The treasurer shall receive all monies to the credit of the Corporation 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 the Corporation. No money shall be withdrawn from the bank without the sanction of the Board. He shall sign all cheques drawn by the Corporation. 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 the Corporation. He shall prepare a financial report monthly for the Board. (c) Secretary – The secretary shall attend and be the secretary of all meetings of the board and the members. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation. The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer. 7.02 Vacancy in Office In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of: (a) the officer’s successor being appointed, (b) the officer’s resignation, (c) such officer ceasing to be a director (if a necessary qualification of appointment) or (d) such officer’s death. If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
Section 8 INDEMNITY 8.01 Each director and officer of the Corporation shall be entitled to indemnity as permitted by and otherwise in accordance with Section 151 of the Act (Indemnification).
Section 9 NOTICES 9.01 Method of Giving Notices Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given; (a) if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or (b) if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or (c) if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or (d) if provided in the form of an electronic document in accordance with Part 17 of the Act. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed. 9.02 Invalidity of any provisions of this by-law 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. 9.03 Omissions and Errors The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, 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 DISPUTE RESOLUTION 10.01 Mediation and Arbitration Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law. 10.02 Dispute Resolution Mechanism In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows: (a) The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties. (b) The number of mediators may be reduced from three to one or two upon agreement of the parties. (c) If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law. (d) All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
Section 11 EFFECTIVE DATE 11.01 Effective Date This by-law shall be effective as of October 4, 2014 on which date it was enacted by the directors of the Corporation and confirmed by special resolution of the members.