This supersedes the “Ottawa District Badminton
Association Constitution and By-Laws”, (original enacted February 5,
1960, and amended April 3, 1975 and October 23, 1984 and September 2008 and November
8, 2009 and April 25, 2010)
BY-LAW
NO.1
being the General By-law of
OTTAWA
DISTRICT BADMINTON ASSOCIATION
(hereinafter referred to as the
“Corporation”)
WHEREAS the Corporation was incorporated
under the Corporations Act of
INTERPRETATION
1.
Definitions. In this By-law, unless the context otherwise
specifies or requires:
a)
“Act”
means the Corporations Act, R.S.O.
1990, chap. c. 38 as from time to time amended and every statute that may be
substituted therefor and, in the case of such substitution, any references in
the By-laws of the Corporation to provisions of the Act shall be read as
references to the substituted provisions therefor in the new statute or
statutes;
b)
“By-law”
means any By-law of the Corporation from time to time in force and effect;
c)
“Letters
Patent” means the Letters Patent and any supplementary Letters Patent of the
Corporation;
d)
“Regulations”
means the regulations made under the Act as from time to time amended and every
regulation that may be substituted therefor and, in the case of such
substitution, any references in the By-laws of the Corporation to provisions of
the regulations shall be read as references to the substituted provisions
therefor in the new regulations;
e)
“Special
Resolution” means a resolution passed by the Directors and confirmed with or
without variation by at least two-thirds (2/3) of the votes cast at a Special
General Meeting of the Members of the Corporation duly called for that purpose
or at an Annual or Fall General Meeting, or, in lieu of such confirmation, by
the consent in writing of all of the Members entitled to vote at such meeting;
f)
“Club”
means any badminton Club or organized group of persons, body or multi-sport
corporation having a badminton section consisting of not fewer than 10 Players;
g)
“Representative”
means a senior Player appointed by a Member to represent it at any meeting of
the Corporation, or, in the case of Juniors-only Members, its President,
Chairperson, Coach or Primary Organizer
h)
“Player”
means a senior or junior playing member of a Member, with a senior Player being
identified as a Player who has attained the age of 19 years by September 1 of
the new badminton season;
i)
“Member”
means a Club as defined above, located within the territory determined by the
Ontario Badminton Association as the Ottawa District, that has agreed to
support all applicable By-laws, rules and regulations of the Corporation and
has paid all applicable Corporation membership fees, or “affiliation” fees.
2.
Interpretation. Unless the context otherwise requires, this By-law shall be construed
and interpreted in accordance with the following:
a)
all
terms that are contained in the By-laws of the Corporation and defined in the
Act or the Regulations shall have the meanings given to such terms in the Act
or the Regulations;
b)
words
importing the singular include the plural and vice versa; and the word “person”
includes bodies corporate, Corporations, companies, partnerships, syndicates,
trusts and any number or aggregate of persons;
c)
the headings
used in the By-laws form no part of the By-laws, but are deemed to have been
inserted for convenience only.
HEAD
OFFICE
3.
Head Office. The head office of the Corporation shall be in the City of
SEAL
4.
Seal. The seal, an
impression of which is stamped in the margin hereof, shall be the seal of the
Corporation.
BOARD
OF DIRECTORS
5.
Powers. The affairs of the Corporation shall be managed by a Board of Directors
who may be known and referred to as “Directors”. Without limiting the
generality of the foregoing, the Directors shall have the responsibility and
power:
a)
to
prepare a budget of revenues and expenditures for presentation to the Members
and to control expenditures of funds by the Corporation;
b)
to manage
the functions, effectiveness and remuneration of any employees of the
Corporation;
c)
to manage
the long term and strategic planning of the Corporation in order to enable it
to meet its mandate;
d)
to oversee
any marketing or fund-raising activities of the Corporation and to liaise with
any sponsors or major financial contributors to the Corporation;
e)
to
appoint committees and their Chairpersons and delegate any of their powers to
appointed committees, except as otherwise set out in this By-law;
f)
to
sanction and supervise all tournaments and meetings conducted under the
auspices of or sanctioned by the Corporation or to delegate such powers; and
g)
to
perform all such other acts and duties as the By-laws may provide or as the Act
may require of the Directors of the Corporation.
6.
Number.
The Board of Directors of the Corporation shall consist of 10 people made
up of a President, Vice-President, Secretary, Treasurer, Past-President,
Director of Junior Development, Director of Senior Development, Director of
Leadership Development, Director of Marketing, and a Director-at-Large.
7.
Qualifications. Every Director shall be a Senior Player with a Member club of adult and/or
junior players, or shall be the President, Chairperson, Coach or Primary Organizer
of a Member Club of only junior players, ten (10) days prior to his/her election
or appointment as a Director.
Additionally, every Director’s name must
appear on the Member’s list of Players and affiliation fees must have been paid
for the Director by that Member, ten (10) days prior to his/her election
or appointment as a Director, as confirmed by the Treasurer
of the Corporation.
Notwithstanding the above, this
provision may be waived by the Corporation in any year, for a maximum of two Directors
at the time of his/her election. No un-discharged bankrupt shall become a
Director. If the Past President has
resigned his/her position as President prior to the end of his/her term, his/her
inclusion in the Board of Directors shall only be on the unanimous vote of the
remaining Directors.
8.
Election
and Term. The election of the Officers
as President, Vice-president, Treasurer, Secretary, Director of Leadership
Development, Director of Senior Player Development, Director of Marketing,
Director of Junior Development, and Director-at-Large shall be completed prior
to the election of Directors.
Immediately following the election of
Officers and with the consent of the annual meeting of the Members, the
Secretary shall cast a ballot in favour of those persons elected to the foregoing
offices for their election as Directors.
A Director’s term of office shall be from
the date on which he/she is elected or appointed until just prior to the
Election of new Officers at the subsequent Spring Annual General Meeting of
Members. At this meeting, all Directors
shall be deemed to have resigned just prior to the Election of Officers but,
subject to the provisions of this By-law, shall be eligible for re-election.
MEETINGS
OF DIRECTORS
9. Place of Meeting. Meetings of the Board of Directors may be
held either at the head office or at any place within the boundaries of the
Corporation.
10. Notice. Subject as hereinafter
provided, notice of every meeting of the Board shall be given to each Director
at least five days prior to the meeting.
Notwithstanding the foregoing:
a) no notice need be given of the first
meeting of the Board subsequent to a meeting of Members at which Directors are
elected, if such Board meeting is held immediately following the meeting of
Members; and
b) the Board may appoint a day or days in any
month or months for regular meetings at a place and hour to be named. A copy of any resolution by the Board fixing
the time and place of regular meetings shall be sent to each Director after
being passed, but no other notice shall be required for any such regular
meeting.
11. Error or Omission in Giving Notice. The
accidental failure to give notice of a meeting of the Board to a Director or
any error in such notice not affecting the substance thereof shall not invalidate
any action taken at the meeting.
12. Adjournment. Any meeting of Directors may be adjourned from
time to time by the Chairperson of the meeting, with the consent of the
majority of those present at the meeting, to a fixed time and place. Notice of any adjourned meeting of Directors
is not required to be given if the time and place of the adjourned meeting is
announced at the original meeting.
Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the adjournment and a
quorum is present thereat. The Directors who formed a quorum at the original
meeting are not required to form the quorum at the adjourned meeting. If there
is no quorum present at the adjourned meeting, the original meeting shall be
deemed to have terminated forthwith after its adjournment.
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.
13. Quorum. A majority of the Directors
shall form a quorum for the transaction of business. Notwithstanding any
vacancy among the Directors, a quorum of Directors may exercise all the powers
of Directors.
14. Voting.
Each Director is authorized to exercise one (1) vote. Questions arising at any meeting of Directors
shall be decided by a majority of votes. In case of an equality of votes the
motion shall be defeated. The Chairperson
of the meeting shall not have a second or casting vote.
15. Telephone Participation. If all the Directors of the Corporation
consent, 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 speak to and hear each other simultaneously and
instantaneously, and a Director participating in such meeting by such means is
deemed to be present at that meeting.
Proper Minutes must be kept of any such meeting.
STANDARD
OF CARE AND INDEMNITY OF DIRECTORS
16. Standard of Care. Every Director and Officer of the Corporation
in exercising his/her powers and discharging his/her duties shall act honestly
and in good faith with a view to the best interests of the Corporation and
shall exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances.
Every Director and Officer of the Corporation shall comply with the Act,
the regulations, articles and By-laws.
17. Indemnity of Directors and Officers. Without limit to the right of the Corporation
to indemnify any person to the full extent permitted by law, the Corporation
shall indemnify a Director or Officer, a former Director or Officer and his/her
heirs and legal representatives, against all costs, charges and expenses,
including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by him/her in respect of any civil, criminal or administrative action
or proceeding to which he/she is made a party by reason of being or having been
a Director or Officer, if
a) he/she acted honestly and in good faith
with a view to the best interests of the Corporation; and
b) in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, he/she had
reasonable grounds for believing that his/her conduct was lawful.
OFFICERS
18. Election/Appointment of Officers. The Officers of the Corporation shall be
those persons elected at the Spring Annual General Meeting of the Members. The election of Officers shall be completed
prior to the election of Directors at the Spring Annual General Meeting of the Members. Two or more of the aforesaid offices may be
held by the same person. In case and whenever the same person holds the offices
of Secretary and Treasurer that person may, but need not be known as the
Secretary-Treasurer.
19. Officers. The Officers of the Corporation shall be:
a) The
President. The President shall be
the Chief Executive Officer of the Corporation. He/she shall, when present, preside at all
meetings of the Board of Directors and all meetings of Members of the
Corporation. He/she shall be an ex-officio member of all Committees, with the
exception of the Nominating Committee. He/she shall report on the affairs of
the Corporation at the Spring Annual General Meeting of Members. He/she shall sign such contracts, documents
or instruments in writing, including certificates of membership of the
Corporation requiring his/her signature and shall have and perform all powers
and duties incidental to his/her office and shall have such powers and duties
as may from time to time be assigned to him/her by the Board of Directors.
b) The
Vice President. The Vice-President
shall assist the President in the performance of his/her duties and shall be
vested with all the powers and shall perform all the duties of the President in
the absence or inability or refusal to act of the President. The Vice-President shall be responsible for
any such other duties as the Board of Directors may determine from time to
time.
c) Secretary.
The Secretary shall
issue notices calling all meetings, both of the Members and the Directors and
shall keep minutes of all meetings together with a record of such other matters
as pertain to the activities of the Corporation. He/she, in cooperation with the President,
shall conduct all correspondence of the Corporation and keep copies thereof,
which correspondence shall be open at any time to the inspection of any
Director. He/she shall have custody of
the seal of the Corporation. He/she shall be authorized, together with the
President or the Vice-President, to be a Signing Officer of the Corporation for
the execution of contracts, obligations and other instruments in writing
requiring the signature of the Corporation, as per Section 51 of this
By-law. He/she shall have and perform
all powers and duties incidental to this office and such other powers and
duties as may from time to time be assigned to him/her by the Board of
Directors.
d)
Treasurer. The
Treasurer shall be responsible for and oversee the funds and accounts of the
Corporation and shall sign contracts, documents or instruments in writing
requiring his/her signature. He/she shall receive all fees or dues paid to the
Corporation and shall issue receipts therefore. He/she shall keep and maintain
for inspection proper books of accounts showing the financial position of the
Corporation. He/she shall be concerned with the preparation of an annual
financial statement and budget for submission to the Spring Annual General Meeting
of Members. The Treasurer shall keep a
roll of the Members, together with their representatives, amending the same as
may be required from time to time. He/she
may be a member of the Ontario Winter Games Standing Committee. He/she shall have and perform all powers and
duties incidental to this office and such other powers and duties as may from
time to time be assigned to him/her by the Board of Directors.
e)
Director of Senior Player
Development. The Director of Senior Player development
shall be responsible for the coordination, development and implementation of
all adult recreational and competitive events that come under the direction of
the Corporation, including the District Championships and the District Seniors
& Masters Tournament. He/she shall be responsible for coordinating intra-district
and inter-district adult leagues and match play. He/she shall be responsible for all coaching
clinics given to Members and their Senior and Junior Players and of any specialized
training sessions (fitness, first aid, club organization). He/she shall have all such powers and duties
as may from time to time be assigned by the Board of Directors. He/she may create a Senior Development
Committee and shall act as its Chairperson.
f)
Director of Junior Player
Development. The Director of Junior Player Development
shall be responsible for the development, implementation and management of all Junior
recreational and competitive events that come under the direction of the
Corporation. He/she shall be responsible
to maintain a Junior Player Ranking System. He/she shall be responsible for
organizing, operating and promoting any intra-district and inter-district
league and match play at the junior level. He/she shall have all such powers and duties
as may from time to time be assigned by the Board of Directors. He/she shall act as the Chairperson of the Ontario
Winter Games Standing Committee. He/she
may create a Junior Development Committee and shall act as its Chairperson.
g)
Director
of Leadership Development. The
Director of Leadership Development shall be responsible for the development,
implementation and management of the coaching and officiating programs that
come under the mandate of the Corporation and shall maintain a record of
coaches and officials within the District. He/she shall be responsible for the development,
implementation and management of new programs that come under the mandate of
the Corporation. He/she may create a Leadership
Development Committee and shall act as its Chairperson.
h)
Director
of Marketing. The Director of Marketing shall be responsible to develop and coordinate
all marketing, promotion, communication and outreach activities for the
Corporation, including liaison between the Corporation and municipal, school
and community based organizations. He/she
shall have all such powers and duties as may from time to time be assigned by
the Board of Directors. He/she may
create a Marketing Committee and shall act as its Chairperson.
i)
Director – at
- Large. The Director-At-Large will be available to fulfill all duties and
have such powers as may from time to time be assigned by the Board of
Directors.
j)
Past
President. The Past President shall act in an advisory
capacity to the President and is expected to be an active member of the Board
of Directors.
20. Duties of Officers may be Delegated. In
case of the absence or inability to act of any Officer of the Corporation or
for any other reason that the Board of Directors may deem sufficient, the Board
of Directors may delegate all or any of the powers of any such Officer to any
other Officer or to any Director for the time being.
VACANCIES
- DIRECTORS AND OFFICERS
21. Removal. Subject to the provisions of the Act, the
Members may, by resolution passed by a majority of the votes cast at a special
meeting of Members duly called for that purpose, remove any Director before the
expiration of his/her term of office and may, by a majority of votes cast at
the meeting, elect any person in his/her stead for the remainder of his/her term,
failing which such vacancy may be filled by the Board.
22. Vacation of Office. A Director ceases to hold office when: he/she dies; when he/she is removed from
office by the Members; when he/she ceases to be qualified as a Director (ceases
to be a Player with any Member); or when his/her written resignation is sent or
delivered to the Corporation, or if a time is specified in such resignation, at
the time so specified, whichever is later.
23. Vacancies. Subject to the provisions of the Act, a
quorum of the Board may fill a vacancy on the Board, except a vacancy resulting
from an increase in the number or minimum number of Directors or from failure
to elect the number or minimum number of Directors required by the articles. If
there is not a quorum of Directors, or if there has been a failure to elect the
number or minimum number of Directors required by the articles, the Directors
then in office shall forthwith call a special meeting of Members to fill the
vacancy.
REMUNERATION
24. Remuneration of Directors and Officers. The Directors and Officers shall serve as
such without remuneration and no Director or Officer shall directly or
indirectly receive any profit from occupying the position of Director or
Officer; provided that a Director or Officer may be reimbursed for reasonable
expenses incurred by the Director or Officer in the performance of their
duties.
The maximum honoraria, if any, to be paid
to any Director or Officer of the Corporation shall be fixed, for the ensuing
year, at the Annual General Meeting.
STANDING
AND OTHER COMMITTEES
25.
Standing Committees. Committees of the Corporation may be established as required by the
Board of Directors. The President shall be an ex-officio member of all
Committees, with the exception of the Nominating Committee. The Board of Directors may from time to time
impose such restrictions and limitations and give such directions to any
Committee as it sees fit. The Board of Directors may also remove any member of
a Committee for cause, fill vacancies and add members as the occasion may
require and may assign further duties to any Committee. Committees will have
the power to appoint sub-committees.
In addition to the Committees referred to
under Article 19 – Officers, the following Committees shall be Standing
Committees:
a) Nominating
Committee. The Nominating Committee
shall be composed of three (3) persons.
It shall present for election at the Spring Annual General Meeting of
Members, candidates for the positions of Directors and Officers. The President
shall appoint the Chairperson of the Nominating Committee. The second member of
the Nominating Committee shall be appointed by the Board of Directors, and the
third member of the Nominating Committee shall be appointed by the Members.
b)
26. Term.
The term of office for the members of the Nominating Committee shall
cease upon their presentation of the slate of Officers to the Spring Annual General
Meeting of Members. The term of office
for the members of the Ontario Winter Games Standing Committee shall continue
for two years, until the completion of the Ontario Winter Games each second
year, or until successors are elected or appointed.
27. Remuneration. The members of any standing committee
shall serve in such capacity without remuneration except reimbursement for
expenses pre-approved by the Board for special duties and no member shall
directly or indirectly receive any profit from his/her position as such.
MEETINGS
OF STANDING COMMITTEES
28. Meetings. Meetings of a standing committee may be held
at any time and at any place and may be convened by its Chairperson or a
majority of its members. Subject to
paragraph 53, notice of any such meeting shall be given to each committee
member not less than five days before the meeting is to take place.
29. Quorum.
A majority of the members of a Standing Committee shall form a
quorum for the transaction of business..
Questions arising at any meeting of a standing committee shall be
decided by a majority of votes. In the event of an equality of votes, the
motion shall be defeated. The
Chairperson of the meeting shall not have a second or casting vote.
CONTRACTS
30. Submission of Contracts or Transactions to
Members for Approval. The Board of Directors in its discretion may submit
any contract, act or transaction with the Corporation for approval or
ratification at the Spring Annual General Meeting of the Members or at any
General Meeting of the Members called for the purpose of considering the same.
31. Conflict of Interest. A Director or
Officer of the Corporation who is a party to, or who is a Director or an
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 disclose in writing to the Corporation or request
to have entered in the minutes of meetings of Directors the nature and extent
of his/her interest. Disclosure, as
aforesaid, shall be made at the time and in the manner required by the
Act. A Director so having an interest in
a contract or transaction shall, unless expressly permitted by the Act, not
participate in discussions relating to and not vote on any resolution to
approve the contract or transaction.
MEMBERSHIP
AND FEES
32. Entitlement. Membership in the Corporation shall be
available to those Clubs that are interested in furthering the objectives of
the Corporation and whose written application for admission as a Member has
received the approval of the Board of Directors of the Corporation. The Board of Directors may also pass
membership rules, providing, among other things, for the admission of Members
by the Secretary of the Corporation. Each Member shall be promptly informed by
the Secretary of its admission as a Member.
Membership in the Corporation automatically affiliates Members with both
Badminton Canada and the Ontario Badminton Association and extends the
privileges of each Corporation to such Members for the current badminton season
running from September 1 through the following August 31.
33. Resignation. Any Member may withdraw from the Corporation
by delivering to the Corporation a written resignation and lodging a copy of
same with the Secretary of the Corporation. A resignation shall be effective
from acceptance thereof by the Board of Directors. In the case of resignation,
a Member shall remain liable for payment of any outstanding membership dues
levied or which became payable by the Member to the Corporation prior to such
Member’s resignation.
34. Suspension for Non-payment of Fees. Members shall be notified in writing of
the membership fees at any time payable by them and, if any are not paid within
one (1) calendar month of the membership renewal date, as the case may be, the
Members in default shall thereupon cease to be Members of the Corporation.
35. Reinstatement. The Board of Directors may, if deemed
advisable, reinstate a delinquent Member to membership upon receipt of its
overdue fees and written application.
36. Membership Rolls. Each Member shall provide the Corporation
with a list of names of its Players.
37. Affiliation Fees. Members shall pay affiliation fees at a rate
to be set at the Spring Annual General Meeting of the Members or any Special
General Meeting of the Corporation:
a) by an initial payment on or before October
31st in each year, based on
the number of Players as of that date;
b) by a final payment on or before February 15th
in each year, covering the additional number of Players between November 1st
of the previous year and January 31st
in that year.
38. Termination of Membership. The interest
of a Member in the Corporation is not transferable and lapses and ceases to
exist:
a) upon dissolution of the Member;
b) when the Member’s period of membership
expires (if any);
c) when the Member ceases to be a Member by
resignation or otherwise in accordance with the By-laws;
d) if at a Special Meeting of Members, a
resolution is passed to remove the Member by at least two-thirds (2/3) of the
votes cast at such meeting provided that the Member shall be granted the
opportunity to be heard at such meeting.
MEMBERS’
MEETINGS
39. Spring
Annual General Meeting. Subject to compliance with Section 93 of the
Act, the Spring Annual General Meeting of the Members shall be held on such day
in each year and at such time after the 31st day of March in each
year and before the 15th day of May, as the Directors may by
resolution determine at any place within the boundaries of the Corporation.
The order of business for the Annual
General Meeting of the Corporation shall be as follows:
1. Notice of Meeting
2. Roll Call
3.
4. Report of the President
5. Report of the Secretary
6. Report of the Treasurer
7. Reports of Committees
8. Reports of Member Representatives
9. Special Business
10. Other Business
11. Election of Officers
12. Election of Auditor
13. Election of Representatives to
14. Resolution for bank Signing Officers
15. Adjournment
40. General Meetings. A Fall General Meeting of the Members shall
be held as soon as convenient during November, the exact date and place to be
designated by the President. At this
meeting an audited financial statement for the previous fiscal year shall be
presented, unless such audit was waived at the prior Spring Annual General
Meeting of Members. The meeting shall deal with other
business which may arise.
Special General Meetings of the Members may
be called at any time by the President or a majority of the Board of Directors
and shall be called upon the written request of one-third of the Members. Such meetings will be held within the
boundaries of the Corporation.
41. Notice. Subject to Section 93 of the Act, ten (10)
days’ written notice shall be given in the manner hereinafter specified to each
voting Member of any Annual, Fall 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.
42. Waiver of Notice. A Member and any other person entitled to
attend a meeting of Members may in any manner waive notice of a meeting of
Members and attendance of any such person at a meeting of Members shall
constitute a waiver of notice of the meeting except where such person attends a
meeting for the express purposes of objecting to the transaction of any business
on the grounds that the meeting is not lawfully called.
43. Error or Omission in Giving Notice. No error or omission in giving notice of any
annual or special meeting or any adjourned meeting of the Members of the
Corporation shall invalidate any resolution passed or any proceedings taken at
any meeting of Members.
44. Quorum.
At any meeting of the Members, attendance in person by duly qualified
representatives or proxy holders constituting one-third of the total number of
votes assigned to Members and representing at least one third of the Members shall
form a quorum, but only if at least half of the sitting Directors are present.
No business shall be transacted at any meeting unless the requisite quorum is
present at the time of the transaction of such business. If a quorum is not
present at the time appointed for a meeting of Members or within such
reasonable time thereafter as the Members present may determine, the persons
present and entitled to vote may adjourn the meeting to a fixed time and place
but may not transact any other business and the provisions of paragraph 53 with
regard to notice shall apply to such adjournment.
45. Chairperson of the Meeting. In the event that both the President and
Vice-President are absent, the persons who are present and entitled to vote
shall choose another Director as Chairperson of the meeting. If all Directors present decline to take the
chair, then the persons who are present and entitled to vote shall choose one
of their number to be Chairperson. If no
Directors are present, then there shall be no quorum.
46. Adjournment. The Chairperson of any meeting may, with the
consent of the meeting, adjourn the meeting to a fixed time and place and no
notice of such adjournment need be given to the Members. 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.
47. Votes.
Every question submitted to any meeting of Members shall be decided in
the first instance by a show of hands and shall be decided based on the number
of votes assigned to each Member. In the
case of an equality of votes, the motion shall be defeated. The Chairperson of the meeting shall not have
a second or casting vote.
No Member shall be entitled either in
person or by proxy to vote at meetings of Members unless the Member has paid
all dues or fees, if any, then payable by the Member.
At any meeting, unless a poll is demanded,
a declaration by the Chairperson of the meeting that a resolution has been
carried or carried unanimously or carried by a particular majority or lost or
not carried by a particular majority shall be conclusive evidence of the fact.
If at any meeting a poll is deemed to be
taken on the election of a Chairperson or on the question of adjournment, it
shall be taken forthwith without adjournment. If a poll is demanded on any
other question, it shall be taken in such a manner and either at once or after
adjournment as the Chairperson directs. The result of a poll shall be deemed to
be the resolution of the meeting at which the poll was demanded. A demand for a
poll may be withdrawn.
Members in good standing shall have
representatives empowered to vote in person or by proxy at General Meetings
such that each Member shall be entitled to the number of representatives in
accordance with the following schedule:
From 1 to 9 Players - 0
representatives
From 10 to 50 Players - 1
representative
From 51 to 100
Players - 2 representatives
From 101 to 150 Players - 3
representatives
From
151 to 200 Players - 4
representatives
From 201 to 250 Players - 5
representatives
From
251 to 300 Players - 6
representatives
From 301 to 350 Players - 7
representatives
Over 350
Players - 8 representatives
Each representative shall have one vote. Notwithstanding the provisions in the above
schedule, the number of representatives assigned to each Member will be subject
to these considerations:
a)
representation
shall be determined by the number of Players listed on each Member’s list of
Players for which the Member has paid affiliation fees, as reported by the Treasurer
of the Corporation;
b)
a Player
may be counted by more than one Member for the purpose of assigning representatives,
providing that such Player is shown on the membership list of each Member for
which he/she is counted and providing that affiliation fees have been paid by
such Player to each Member at least 10 days in advance of assigning
representative votes;
c)
a Director
that is the President, Chairperson, Coach or Primary Organizer of a Member Club
shall hold all its votes at an Annual or other General Meeting of Members, unless
he/she has specifically assigned the Member Club’s proxy vote or votes to
another Player of the Member Club;
d)
a Director
shall ex-officio have one vote at all General Meetings, but cannot vote by
proxy on behalf of another Member Club or another Director;
e)
in
accordance with Article 8 of this By-law, each Director shall be deemed to have
resigned just prior to the election and may therefore vote in the election on
behalf of his/her Member Club or by proxy but, having resigned, shall no longer
have the additional Director vote in such election.
48. Proxies. A representative of a Member shall be
entitled to vote using a proxy at a meeting of Members upon presentation of a
proxy form signed by the President of that Member, or equivalent position, to
the reasonable satisfaction of the Secretary of a meeting of Members.
Voting by proxy shall be permitted at the
Annual General Meeting, the Fall General Meeting, and any Special General
Meeting of the Corporation. A person
appointed by proxy must be a Senior Player with the Member appointing the proxy
or, in the case of Juniors-only Members, may be a Senior Player with another
Member that has paid his/her affiliation fee to the Corporation.
Representatives attending meetings of the
Members of the Corporation shall present proxy forms to the Secretary of a
meeting of Members before the commencement of the meeting.
A form of proxy, as set out below, shall
be executed by a duly authorized representative of the Member or, in the case
of Juniors-only Members, its President, Chairperson, Coach or Primary Organizer. Members shall identify their authorized
representatives when affiliating with the ODBA at the start of the season.
PROXY
The authorized person for the Member
identified below hereby appoints _____________________ or otherwise ___________________ in the event that the
first person appointed may not be able to attend, as the proxy of the Member to
attend and act at the meeting of the Members of the Ottawa District Badminton
Association to be held on the ______ day of __________________,
20__ , and at any adjournment or adjournments thereof in the same manner, to
the same extent and with the same power as if the authorized representative of
the Member were present at the said meeting or such adjournment or adjournments
thereof.
DATED at ____________________, this ___ day of __________, 20__
________________________
BADMINTON CLUB (name of Member)
Per: ____________________________
Authorized for the Member
The Chairperson of any meeting of Members
may accept electronic or optical or written communication as to the authority
of any person claiming to vote on behalf of and to represent a Member. Notwithstanding that no proxy conferring such
authority has been lodged with the Corporation, any votes given in accordance
with such electronic or optical or written communication accepted by the
Chairperson of the meeting shall be valid and shall be counted.
CUSTODY
AND VOTING OF SHARES AND SECURITIES
49. Voting Shares and Securities. All of the shares or other securities
carrying voting rights of any company or Corporation held from time to time by
the Corporation may be voted at any and all meetings of shareholders,
bondholders, debenture holders or holders of other securities (as the case may
be) of such company or Corporation and in such manner and by such person or
persons as the Board of Directors of the Corporation shall from time to time
determine. The duly authorized signing Officers of the Corporation may also
from time to time execute and deliver for and on behalf of the Corporation
proxies and/or arrange for the issuance of voting certificates and/or other
evidence of the right to vote in such names as they may determine without the
necessity of a resolution or other action by the Board of Directors.
50. Custody of Securities. All shares and securities owned by the
Corporation shall be lodged (in the name of the Corporation) with a chartered
bank or a trust company or in a safety deposit box or, if so authorized by
resolution of the Board of Directors, with such other depositories or in such
other manner as may be determined from time to time by the Board of Directors.
All share certificates, bonds, debentures,
notes or other obligations belonging to the Corporation may be issued or held
in the name of a nominee or nominees of the Corporation (and if issued or held
in the names of more than one nominee shall be held in the names of the
nominees jointly with the right of survivorship) and shall be endorsed in blank
with endorsement guaranteed in order to enable transfer to be completed and
registration to be effected.
EXECUTION
OF INSTRUMENTS
51. Execution of Instruments. The Signing Officers of the Corporation for
execution of contracts, obligations and other instruments in writing requiring
the signature of the Corporation may be signed on behalf of the Corporation by
the President and the Secretary, or in the absence of the President, the
Vice-President and the Secretary. In the
absence of the Secretary the signing Officers shall be the President and the
Vice-President, and all contracts, documents and instruments in writing so
signed shall be binding upon the Corporation without any further authorization
or formality. The Board of Directors shall have power from time to time by
resolution to appoint any Officer or Officers or any person or persons on
behalf of the Corporation either to sign contracts, documents and instruments
in writing generally or to sign specific contracts, documents or instruments in
writing.
The term “contracts, documents or
instruments in writing” as used in this By-law shall include but not be limited
to deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments
of property real or personal, immovable or movable, agreements, releases,
receipts and discharges for the payment of money or other obligations,
conveyances, transfers and assignments of shares, share warrants, stocks,
bonds, debentures or other securities and all paper writings.
The seal of the Corporation when required
may be affixed to any instruments in writing signed as aforesaid or by any
Officer or Officers appointed by resolution of the Board of Directors.
CHEQUES. DRAFTS. NOTES. ETC.
52. Cheques, drafts,
notes, etc. All cheques, drafts or orders for the payment
of money and all notes and acceptances and bills of exchange shall be signed by
such Officer or Officers or person or persons, whether or not Officers of the Corporation
and in such manner as the Board of Directors may from time to time designate by
resolution.
NOTICES
53. Method of Giving Notice. Any notice or other document required by the
Act, the Regulations, the Letters Patent, or the By-laws to be sent to any
Member or Director or to the auditor shall be delivered personally or sent by
prepaid mail or by electronic or optical means.
Any such notice shall be sent to a Member or Director at their latest
address as shown in the records of the Corporation and to the auditor at its
business address. If no address has been
given therein, then to the last address of such Member or Director known to the
Secretary. Notice may be waived or the
time for the notice may be waived or abridged at any time with the consent in
writing of the person entitled thereto.
54. Signature to Notices. The signature of any Director or Officer of
the Corporation to any notice or document to be given by the Corporation may be
written, stamped, typewritten or
printed or partly written, stamped, typewritten or printed.
55. Computation of Time. In computing the date when notice must be
given under any provision of the articles or by-laws requiring a specified
number of days’ notice of any meeting or other event, the number shall be based
on calendar days and the date of giving the notice shall be excluded and the
date of the meeting or other event shall be included.
56. Proof of Service. With respect to every notice or other
document sent by prepaid mail it shall be sufficient to prove that the
envelope or wrapper containing the notice or other document was properly
addressed as provided in paragraph 53 of this By-law and put into a Post Office
or into a letter box. A certificate of an Officer of the Corporation in office
at the time of the making of the certificate as to facts in relation to the
sending or delivery of any notice or other document to any Member, Director,
Officer or auditor or publication of any notice or other document shall be
conclusive evidence thereof and shall be binding on every Member, Director,
Officer or auditor of the Corporation as the case may be.
AUDITORS
57. Exemption from Audit. Pursuant to Sec. 96.1 of the Act in
respect of a financial year of a Corporation, the Corporation is exempt from
the requirements regarding the appointment and duties of an auditor if,
a) the Corporation is not a public
Corporation;
b) the annual income of the Corporation is
less than the amount identified in the Corporations Act for an audit
requirement; and
c) all of the Members consent, in writing, to
the exemption in respect of the year.
Provided, however, that if the Corporation
has annual income in excess of that identified in the Corporations Act
requiring an audit or that the Corporation cannot obtain consent in writing
from all of its Members within one month of the date of the Fall General
Meeting, at which time the financial statements are presented, then the
requirement for an audit shall be enforced.
58. Auditors. If the exemption requirements are not met in
any year, the Members shall convene a Special General Meeting to appoint an
auditor to audit the accounts of the Corporation for report to Members. Such auditor shall hold office until the next
following annual meeting; provided, however, that the Directors may fill any
casual vacancy in the office of the auditor. The remuneration of the auditor
shall be fixed by the Members or by the Directors if they are authorized to do
so by the Members and the remuneration of an auditor appointed by the Directors
shall be fixed by the Directors. The Members may by resolution passed by at
least two-thirds of the votes cast at a General Meeting of which notice of
intention to pass the resolution has been given, remove any auditor before the
expiration of the auditor’s term of office and shall by a majority of the votes
cast at that meeting appoint another auditor in such auditor’s stead for the
remainder of the term.
FINANCIAL
YEAR
59. Financial Year. The fiscal year end of the Corporation shall
terminate on the 31st day of May in each year.
APPEALS
60. A
Club shall have the right to appeal rulings of the Board of Directors to
either:
a) the Board of Directors, or
b) the Annual General Meeting, the Fall
General Meeting or a Special General Meeting.
If the appeal is directed to the Board of
Directors, a further appeal from its decision may be made as provided in b)
above. The appeal must be submitted in
writing to the Secretary of the Corporation.
Appeals to the Board of Directors must be dealt with within fourteen
days after receipt of the appeal.
AMENDMENTS
61. The
By-laws may be amended at any Annual, Fall or Special General Meeting of the
Corporation providing that:
a) a copy of any proposed amendment has been
filed with the Secretary of the Corporation at least 14 days before such
meeting:
b) a copy thereof has been forwarded to each
Member at least 10 days before such meeting; and
c) such amendment is passed by at least
two-thirds of the total voting power in the Corporation.
REPRESENTATIVES
TO ONTARIO BADMINTON CORPORATION
62. The
President and sufficient other persons to make up the number of Ottawa District
Association representatives to the Ontario Badminton Association shall be
determined as follows:
a) up to two
persons shall be elected at the Spring Annual General Meeting towards making up
the required number of Ontario Badminton Association representatives allotted
to the Ottawa District Badminton Association; and
b) additional persons as required to make up
the total number of Ontario Badminton Association representatives allotted to
the Ottawa District Badminton Association shall be appointed by the Directors
of the Corporation and the office, or person, named at the Spring Annual
General Meeting.
Any vacancy in the nominees so determined
which may require to be filled during the year shall be filled by the
Directors.
HONORARY
OFFICERS
63. The
Board of Directors may appoint an Honorary President and Honorary
Vice-Presidents of the Corporation.
Honorary Officers should be chosen from
among persons recognized for their contribution to badminton or whose interest
in badminton activities suggests their qualifications for such compliment. Honorary Officers need not necessarily be
Players. Honorary Officers shall not
have voting powers.
ADOPTED by the Directors this 15th
day of April, 2010
WITNESS the seal of the Corporation.
CONFIRMED by a meeting of the Members this 25th
day of April, 2010.
Signed by: Fei Tam Signed
by: Ferdy Doreleyers
Fei Tam Ferdy Doreleyers
President Secretary