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BE IT ENACTED as By-law No. 1 of
National Capitals Volleyball Club (the “Corporation”), as follows:
Section
One
PURPOSE
1.01
Purpose. The goal of the Corporation is to promote an interest
and participation in amateur volleyball, arranging matches and competitions,
and establishing awards and distinctions, consistent with its stated objects.
Section Two
head office and corporate seal
2.01 Head Office. The
head office of the Corporation shall be located at the City of Ottawa, in the Province
of Ontario.
2.02 Corporate
Seal. The seal of the Corporation shall be in the form impressed in the
margin of this by-law.
Section
Three
Membership
3.01
General. Membership in the Corporation shall be limited to
persons interested in furthering the objects of the Corporation.
3.02
Classes of Membership. There shall be two (2) classes of
membership in the Corporation. The first class shall be designated as “Full
Members” and the second class shall be designated as “Associate Members”.
3.03
Full Members. Full Members shall consist of registered players,
coaches, officers or directors of the Corporation whose applications for
admission as Full Members have received, by resolution, the approval of the
Board of the Corporation. Such Full Members shall be entitled to one (1) vote
at any special or general meetings of the Corporation.
3.04
Associate Members. Associate Members are those persons who
fulfill the criteria set forth in Section 3.01 above, and whose applications
for admission as Associate Members have received, by resolution, the approval
of the Board. Associate Members shall not be entitled to vote at any special
or general meetings of the Full Members.
3.05 Fees. Membership
fees or dues shall be as directed by the Board.
3.06 Voluntary Withdrawal.
Any member may withdraw from the Corporation by delivering to the Corporation a
written resignation and lodging a copy of the same with the Secretary of the
Corporation.
3.07 Forced Withdrawal.
Any member may be required to withdraw as a member of the Corporation by a vote
of 75% of the members at an annual meeting.
3.08 Term. Membership
shall automatically lapse upon the death or bankruptcy of a member. Membership
shall be for a one-year period ending August 31st of each year or
such date as determined by the Board.
3.09 Non-Transferability.
A member may not assign or transfer his membership without the consent of the
Board.
Section Four
Meetings of Members
4.01
Annual Meeting or Special Meeting. An annual meeting of the
members of the Corporation shall be held at the head office of the Corporation
or at such time and place in Canada as the Board may determine or at some date,
as determined by the Board. If a majority of the members consent and agree
that there is no concern for security issues in connection with any business
which may be transacted, a meeting of the members may be held by means of such
telephone, electronic or other communication facilities as permit all persons
participating in the meeting to communicate adequately, and a member
participating in such meeting by such means is deemed to be present in person
at that meeting.
An annual
meeting of the members of the Corporation shall be held at some date not later
than eighteen (18) months after the incorporation of the Corporation and
subsequently once at least in every calendar year and not more than fifteen
(15) months after the holding of the last preceding annual meeting.
4.02 Business at Annual
Meeting. At every annual meeting of the members, in addition to any other
business that may be transacted thereat,
(a) there shall be presented a report of the directors, the
balance sheet as at the immediately preceding fiscal year end, a general
statement of income and expenditure for the fiscal period ending upon the date
of such balance sheet, and the report of the auditors as required; and
(b) the directors shall be elected and the auditors (if required,
or accountants) appointed for the ensuing year.
4.03 Special Meeting.
A special meeting of the members may be called at any time by the Board or the
President and shall be called by the President upon receipt of a written
request from not less than 75% of the members of the Corporation. The members
may consider and transact any business, either special or general, at a special
meeting of the members.
4.04 Notice. No
public or other notice or advertisement of meetings of members of the
Corporation, whether annual or special, shall be required, except that notice
of the time and place of such meeting shall be mailed, faxed delivered or
otherwise electronically communicated to each member at least 14 days before
the holding of such meeting, provided that any meetings of members may be held
at any time and place without such notice if all of the members are present thereat
in person or by proxy without objection, and at such meetings any business may
be transacted which the Corporation at annual or general meetings may
transact. Notice of any meeting where special business shall be transacted
shall contain sufficient information to permit a member to make a reasoned
judgment on the decision to be taken. Notice of any meeting shall remind the
member of his right to vote by proxy.
4.05 Error or Omission in
Notice. No error or omission in giving notice of any annual or special
meeting or any adjourned meeting, whether annual or special, of the members of
the Corporation 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 the purpose of sending notice to a member, director or officer
for any meeting or otherwise, the address of any member, director or officer
shall be his last address recorded on the books of the Corporation.
4.06 Quorum of Members.
At any meeting of members, whether annual or special, ten (10) Full Members
present in person or by written proxy shall constitute a quorum for the
transaction of business. A proxy holder need not be a member. Where a Full
Member is under the age of majority, the right to appoint a proxy shall rest
with the minor’s parent or legal guardian.
4.07 Adjournments.
Any meeting of members or directors may be adjourned to any time and from time
to time and such business may be transacted at such adjourned meeting as might
have been transacted at the original meeting from which such adjournment took
place. No notice shall be required of any such adjourned meeting.
4.08 Voting by Full
Members. Subject to the provisions, if any, contained in the Letters
Patent of the Corporation, each Full Member of the Corporation shall, at every
meeting of members, be entitled to one vote in respect of each matter submitted
to a vote of members. The parent or legal guardian of any Full Member under
the age of majority shall have the right to vote on behalf of such minor.
4.09 Vote-Taking. At
every meeting of members every question shall be decided by a majority of votes
cast by the Full Members present in person at such meeting, unless otherwise
required by the by-laws of the Corporation or by law. Every question shall be
decided, in the first instance, by a show of hands unless a poll be demanded by
any Full Member. Upon a show of hands every Full Member present in person shall
have one vote and, unless a poll be demanded, a declaration by the chairperson
that a resolution has been carried or not carried and an entry to the effect in
the minutes of the meeting shall be sufficient evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
such resolution. A demand for a poll may be withdrawn, if a poll be demanded
and not withdrawn the question shall be decided by a majority of votes given by
the Full Members present in person and such poll shall be taken in such manner
as the chairperson shall direct and the result of such poll shall be deemed the
decision of the meeting upon the matter in question. In case of an equality of
votes at any general meeting, either upon a show of hands or at a poll, the
chairperson shall be entitled to a casting vote.
Section
Five
DIRECTORS
5.01 Number.
The affairs of the Corporation shall be managed by a Board comprised of a
minimum of four (4) directors and a maximum of twenty (20) directors. Fifty-one
percent (51%) of the directors in office shall constitute a quorum for the
transaction of business. The number of directors within the minimum and
maximum directors may be increased or decreased at any time and from time to
time by a majority of the votes cast at a meeting of members duly called and
held for that purpose.
5.02 Election of Directors
and Term of Office. Upon election at the first annual meeting of members,
the Board then elected shall replace the provisional directors named in the
letters patent of the Corporation. The directors’ term of office shall expire
at the next annual meeting of members or until their successors are otherwise
elected or appointed. Directors are eligible for re-election upon the expiry
of their term of office if they are otherwise qualified.
5.03 Vacation of Office.
The office of an incumbent director shall be automatically vacated:
(a) if the incumbent shall resign his office by delivering a
written resignation to the Secretary of the Corporation;
(b)
if the incumbent is found to be a lunatic or becomes of unsound mind;
(c) if the incumbent becomes bankrupt;
(d) if at a special general meeting of members a resolution is
passed by a majority of the members present at the meeting that the incumbent
be removed from office; or
(e) on death of the incumbent.
5.04 Vacancies. So
long as a quorum of directors remain in office, the directors may by resolution
or by majority vote appoint directors to fill vacancies in the Board, however
caused, and such appointed directors shall remain in office for the remainder
of the term of vacancy. If there is not a quorum of directors, the remaining
directors shall forthwith call a meeting of the members to fill the vacancies.
If an increase in the number of directors is confirmed and sanctioned by the
members between annual meetings, a vacancy or vacancies in the Board shall be
deemed to have occurred and may be filled in the manner above provided.
5.05 Meetings.
Subject to the by-laws of the Corporation, the Board may hold its meetings at
any time or place and may deal with any business thereat. If a majority of the
directors of the Corporation consent and agree that there is no concern for
security issues in connection with any business which may be transacted, a meeting
of directors may be held by means of such telephone, electronic or other
communication facilities as permit all persons participating in the meeting to
communicate adequately, and a director participating in such meeting by such
means is deemed to be present in person at that meeting.
5.06 Notice. Except
in the case of emergency meetings, notice of which shall be delivered,
telephoned or telegraphed to each director not less than two days before such
meeting is to take place, written notice of meetings of the Board shall be
mailed, faxed delivered or otherwise electronically communicated to each
director not less than 14 days before the holding of such meeting. No notice
of a meeting of the Board shall be necessary if all the directors are present or
if those absent have signified in writing their consent to the meeting being
held in their absence. Meetings of the Board may be called by the President or
Vice-President or by the Secretary on the direction of the President or
Vice-President. The statement of the Secretary, Vice-President or the
President that notice has been given pursuant to this by-law shall be
sufficient and conclusive evidence of the giving of such notice. The Board may
appoint a day or days in any month or months for regular meetings at any hour
to be named and no notice of such regular meetings need to be sent. A
directors meeting may also be held without notice immediately following the
annual meeting of members of the Corporation.
5.07
Error in Notices. No error or omission in the content of the
notice of a meeting of directors shall invalidate such meeting or make void any
proceedings taken or had at such meeting and any directors may at any time
waive notice of any such meeting and may ratify and approve of any or all
proceedings taken or had thereat.
5.08 Voting.
Questions arising at a meeting of directors shall be decided by a majority of
votes. The chairperson shall have a vote and in the case of an equality of
votes, he or she shall have a second or casting vote. A declaration by the
chairperson that a resolution has been carried and an entry to that effect in
the minutes shall be prima facie evidence of the fact without proof of the
number or proportion of the votes recorded in favour of or against such
resolution.
5.09 Powers. The
Board may:
(a) administer the affairs of the Corporation in all things;
(b) make or cause to be made for the Corporation, in its name,
any kind of contract which the Corporation may lawfully enter into;
(c) 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
appointment;
(d) authorize or make expenditures on behalf of the Corporation
from time to time for the purpose of furthering the objects of the Corporation;
(e) delegate by resolution to an officer or officers of the
Corporation the right to employ and pay salaries to employees;
(f) enter into a trust arrangement with a trust company for the
purpose of creating a trust fund in which the capital and interest may be made
available for the benefit of promoting the interest of the Corporation in
accordance with such terms as the Board may prescribe;
(g) take such steps as it may deem requisite to enable the
Corporation 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 Corporation;
(h) generally exercise all such powers and do all such acts and
things as the Corporation is lawfully authorized to exercise and do.
5.10 Remuneration.
Unless otherwise approved by the Board, no director shall receive remuneration
for acting as such nor receive any profit directly or indirectly from his
position as such.
5.11 Indemnity of
Directors. Every director and officer of the Corporation and his 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 the Corporation, from and against:
(a) all costs, charges and expenses whatever that such director
sustains or incurs in or about any action, suit or proceeding that is brought,
commenced or prosecuted against him, for or in respect of any act, deed, matter
or thing whatever made, done or permitted by him, in or about the execution of
the duties of his office; and
(b) all other costs, charges and expenses that 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 willful neglect or default.
5.12 Minutes. The
minutes of Board meetings shall be available to all the members of the
Corporation.
Section
Six
COMMITTEES
6.01 Committees.
The Board may create one or more committees, whose members shall serve at the
will of the Board, for such purposes and to follow such procedures as the Board
may see fit from time to time.
Section
Seven
OFFICERS
7.01 General.
The officers of the Corporation shall be a President, a Vice-President, a
Secretary, a Treasurer, and such other officers as the Board may from time to
time determine by by-law. A person may hold more than one office.
7.02 Election of Officers.
The officers shall be elected by the members at the annual meeting. The
officers term of office shall expire at the next annual meeting of members or
until their successors are elected or appointed. An officer shall also be a
member of the Board.
7.03 Duties of the
President. The President shall, when present, preside as chairperson at
all meetings of the Board and the members of the Corporation. The President
shall be responsible for the general management and supervision of the affairs
of the Corporation. During the absence or inability of the President, the
duties and powers of the President may be exercised by the Vice-President or by
such other director as the Board may from time to time appoint for that purpose
and, if the Secretary or such other director exercises any such duty or power,
the absence or inability of the President shall be presumed with references
thereto. The President shall also be responsible for the preparation and
distribution of all agendas for meetings of the Board.
7.04 Duties of the
Vice-President. The Vice-President shall, in the absence or disability of
the President, perform the duties and exercise the powers of the president and
shall perform such other duties as shall from time to time be imposed upon the
Vice-President by the Board.
7.05 Duties of Secretary.
The Secretary shall attend all meetings of the Board and the members and shall
be responsible for ensuring that the Corporation has and maintains a complete
set of records relating to all such meetings. The Secretary shall give all
notices required to be given to members and to directors. The Secretary shall
be custodian of the corporate seal and of all books, papers, records,
correspondence, contracts and other documents belonging to the Corporation
which the Secretary shall deliver up 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, and the Secretary shall have the power to certify documents issued
by the Corporation and shall perform such other duties as may from time to time
be determined by the Board.
7.06 Duties of Treasurer.
The Treasurer shall be responsible for supervising the general financial
operations of the Corporation. The Treasurer shall assure himself/herself, and
be responsible for seeing, that full and accurate accounts of all financial
transactions of the Corporation are kept in proper books of account and that
all funds are deposited in the name and to the credit of the Corporation. The
Treasurer shall satisfy himself/herself that all funds of the Corporation are
properly disbursed, that proper vouchers are prepared in respect of
disbursement and shall render to the Board, at regular meetings thereof or
whenever required of him/her, an account of all financial transactions and of
the financial position of the Corporation. The Trasurer shall also perform
such other duties as may be determined from time to time by the Board.
7.07 Other Officers.
The Board may by resolution appoint such other officers as may be deemed necessary
to hold office for such period and to perform such duties as it may from time
to time determine.
Section
Eight
EXECUTION OF INSTRUMENTS
8.01
Deeds, etc. Deeds, transfers, licences, contracts and
engagements shall be signed by the President and by the Secretary or such other
persons as may from time to time be designated by the Board, and the Secretary,
where necessary and if properly authorized, may affix the seal of the
Corporation to such instruments as require the same.
8.02 Transfer of Shares,
etc. Any two of the President, Treasurer and Secretary may transfer any
and all shares, bonds or other securities from time to time standing in the
name
of the Corporation in its
individual or any other capacity, or as trustee or otherwise, and may accept in
the name and on behalf of the Corporation transfers of shares, bonds or other
securities from time to time transferred to the Corporation, and may affix the
corporate seal to any such transfers or acceptances of transfers, and may make,
execute and deliver under the corporate seal any and all instruments in writing
necessary or proper for such purposes, including the appointment of an attorney
or attorneys to make or accept transfers of shares, bonds or other securities
on the books of any company or Corporation.
8.03 Cheques, etc.
All cheques, bills of exchange or other orders for the payment of money, notes
or other evidence of indebtedness issued in the name of the Corporation, shall
be signed by such officer or officers, employee or employees, agent or agents
of the Corporation as shall from time to time be determined by resolution of
the Board, and any one of such officers, employees or agents may alone endorse
notes and drafts for collection on account of the Corporation, or the same may
be endorsed “for collection” or “for deposit” with the depositories of the
Corporation by using the Corporation’s rubber stamp for the purpose. Any one
of such officers, employees or agents so appointed may arrange, settle, balance
and certify all books and accounts between the Corporation and the depositories
and may receive all paid cheques and vouchers and sign all the depositories”
forms or settlement of balance and release or verification slips.
Section
Nine
BOOKS AND RECORDS
9.01 Books
and Records. The directors shall see that all necessary books and records
of the Corporation required by these by-laws or by any applicable statute or
law are regularly and properly kept.
Section
Ten
AUDITORS
10.01
Appointment. One or more auditors shall be appointed at each annual
meeting of the members of the Corporation. The auditors of the Corporation
when appointed shall hold office until the next annual meeting after being
appointed, or until their successors are appointed, unless previously removed
by resolution of the members in general meeting or by the Board. If the
remuneration of the auditor or auditors is not fixed by the members at the
annual meeting then the remuneration of the auditor or auditors shall be fixed
by the Board. A director or officer of the Corporation or a person who is a
partner or employee of a director or officer is not qualified for appointment
as auditor.
10.02 Records. The
auditors shall be supplied with a copy of the financial statements of the
Corporation and it shall be their duty to examine the same together with all
accounts and vouchers relating thereto. The auditors shall have a list
delivered to them of all books kept by the Corporation and shall have access to
the books and accounts of the Corporation at all reasonable times.
10.03 Annual Report.
The auditors shall make an annual report to the members upon the financial
statement and shall state in their report whether in their opinion the
financial statement presents fairly the financial position of the Corporation
and the results of its operations for the period under review in accordance
with generally accepted accounting principles applied on a basis consistent
with that of the preceding period.
Section
Eleven
FISCAL YEAR
11.01 Fiscal
Year. The fiscal year of the Corporation shall end on the 31st
day of March in each year until otherwise determined by the Board from time to
time.
Section
Twelve
CUSTODY OF SECURITIES
12.01 Custody
of Securities. The securities of the Corporation shall be deposited for
safekeeping with one or more bankers, trust companies or other financial
institutions. Any and all securities so deposited may be withdrawn from time
to time upon the written order of the Corporation signed by such officer or
officers, employee or employees, agent or agents of the Corporation and in such
manner as shall from time to time be determined by resolution of the Board, and
such authority may be general or confined to specific instances. The
institution which may be so selected as custodians shall be fully protected in
acting in accordance with directions and shall in no event be liable for the
due application of the securities so withdrawn from deposit or the proceeds
thereof.
Section
Thirteen
NOTICES
13.01 Notices.
Whenever under the provisions of the by-laws of the Corporation notice is
required to be given, such notice may be given either by mail, fax delivered or
otherwise electronically communicated to the director, officer or member at his
or their address as the same appears on the books of the Corporation. A notice
or other document so sent by mail shall be deemed to have been sent at the time
when the same was deposited in a post office public letter-box , in a prepaid,
sealed wrapper addressed to the director, officer or member at his or their
address. For the purpose of sending any notice, the address of any member,
director or officer shall be his last address as recorded on the books of the
Corporation.
Section
Fourteen
BY-LAWS
14.01 By-Laws. By-laws
of the Corporation may be enacted, and the by-laws 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 of the members at a
meeting duly called for the purpose of considering the said by-law, provided
that the repeal or amendment of such by-law shall not be enforced or acted upon
until the approval of Industry Canada has been obtained.
Section
Fifteen
RULES AND REGULATIONS
15.01 Power
to Make Rules and Regulations. The Board may prescribe such rules and
regulations not inconsistent with these by-laws relating to the management and
operation of the Corporation as they deem expedient, provided that such rules
and regulations shall have force and effect only until the next annual meeting
of the members of the Corporation when they shall be confirmed, and failing
such confirmation at such annual meeting of members shall at and from time to
time cease to have any force and effect.
Section Sixteen
INTERPRETATION
16.01 Interpretation. In
these by-laws and all other by-laws of the Corporation hereafter passed unless
the context otherwise requires, words importing the singular number or 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. The provisions of the Letters Patent of the Corporation shall
apply in the case of any conflict between the Letters Patent and the provisions
of this By-law.
The foregoing by-law has been enacted
by the directors at a meeting of the Board properly held on the 17th
day of November, 2004 and confirmed by the members without variation at a
meeting of members properly held on the 17th day of November, 2004.
________________________________________
Robert O’Doherty
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Daniel Wolfenden
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Paul Edwards
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Cathy O’Doherty
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