As approved at the Annual General Meeting, October 26, 2013.
TABLE OF CONTENTS
Section 1 - Definitions
Section 2 - Name
Section 3 - Objectives
Section 4 - Organization
Section 5 - Corporate seal
Section 6 - Head Office
Section 7 - Membership
Section 8 - Meetings of Members
Section 9 - Board of Directors
Section 10 - Powers of Directors
Section 11 - Directors’ Meetings
Section 12 - Standing Committees of the Board
Section 13 - Indemnities to Directors and Others
Section 14 - Officers
Section 15 - Duties of Officers
Section 16 - Program Committees
Section 17 - Execution of Documents
Section 18 - Minutes of Board of Directors
Section 19 - Financial Year
Section 20 - Amendment of By-Laws
Section 21 - Auditor
Section 22 - Books and Records
Section 23 - Rules and Regulations
Section 24 - Interpretation
Section 25 - Honourary Directors
Section 26 - Effective Date
Section 27 - Parliamentary Authority
BY-LAW NO. 1
(Enacted October 26, 2013 and replaces all previous by-laws)
Section 1 - DEFINITIONS
1.1 In this by-law and all other by-laws and special resolutions of the Association, unless the context otherwise requires:
(a) Act means the Canada Corporations Act and any act that may be substituted therefore, as from time to time amended.
(b) Board means the board of directors of the Association.
(c) By-laws means this by-law and all other by-laws of the Association from time to time in force and effect.
(d) Executive Director means the Executive Director, employed by the Association to manage the affairs of the Association on a day to day basis.
(e) Letters Patent means the letters patent of incorporation of the Association, as from time to time amended and supplemented by supplementary letters patent.
(f) Members has the meaning prescribed in section 7 of this by-law.
(g) Member of Member Organization means a person who is a current member of a Member.
(h) Meeting of Members means an annual or general or special general meeting of Members.
Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein.
Section 2 - NAME
2.1 The name of this Association is Sail Canada.
Section 3 - OBJECTIVES
3.1 Sail Canada has as its exclusive purpose and function, to encourage and promote the sport of sailing in all its forms in Canada, including yachting, on a nationwide basis. In furtherance of this purpose and function, the stated purposes of Sail Canada are:
(a) To serve as the governing body for the sport of sailing in Canada and as such, to represent and protect the interests of Canada and Canadian sailing within the International Sailing Federation (ISAF), the Canadian Olympic Committee and with other national and international bodies;
(b) To establish and promote training and certification standards for sailing, recreational boating and navigation in Canada;
(c) To foster interest and participation in competitive and recreational sailing and those activities common to all forms of boating in Canada;
(d) To oversee and govern the conduct of competitive sailing events held in Canada;
(e) To identify, select and train members of national teams to represent Canada in international sailing competitions;
(f) To assist member Provincial or Territorial organizations in the development of sailing in their respective jurisdictions and to encourage support of sailing by the public generally; and
(g) To receive money and other property by gift, bequest, fees or otherwise, and to apply same in furtherance of these purposes.
Section 4 - ORGANIZATION
4.1 The organization of the Association shall be as follows:
(a) The Association shall consist of Members, and a Board of Directors.
(b) The governing documents of the Association shall include the Letters Patent, the By-laws and Regulations, as amended from time to time.
(c) The Regulations shall be authorized by the Board of Directors and approved by the Members.
(d) The Regulations shall specify a committee structure that will assist the Board of Directors to govern the Association with due diligence.
Section 5 - CORPORATE SEAL
5.1 The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Association.
Section 6 - HEAD OFFICE
6.1 Until changed in accordance with the Act, the head office of the Association shall be in the City of Kingston, in the Province of Ontario.
Section 7 - MEMBERSHIP
7.1 The Membership of the Association shall consist of Sailing Organizations that represent three groups:
(a) Sailing or Yacht Clubs – organizations with docking, mooring and/or boat launch and recovery facilities that provide programs, facilities or events to individuals participating in the sport of sailing on a local, regional or national level in Canada;
(b) Provincial Sailing Associations - associations or federations established to promote the sport of sailing in its respective province of Canada and which is recognized as such by the relevant provincial government; and
(c) Special Organizations - any association, federation or organization having an interest in promoting, administering or supporting the sport of sailing, as stated in Section 3 of the bylaws.
7.2 Candidates for Membership in categories specified in section 7.1 shall make application as follows:
(a) Clubs, as defined in paragraph 7.1(a) shall make application in writing to its relevant provincial or territorial sailing association.
(b) In order to be qualified for membership a club must be a member in good standing of its provincial or territorial association
(c) Organizations as defined in paragraph 7.1(b) and 7.1(c) shall make application in writing to the Board of Directors
7.3 The Board of Directors may from time to time establish guidelines for additional classes of Members.
7.4 The Board of Directors will determine from time to time the dues and fees of Members of the Association.
7.5 The Board of Directors may levy a special assessment, in addition to all other fees, of not more than the annual fee payable by the Member.
7.6 The Board of Directors will determine, from time to time, the date on which dues, fees and assessments are payable.
7.7 A Member must give notice to the Board of Directors of cessation of membership not later than December 31 in the last year of membership, otherwise the Member shall be liable for the fees, dues and assessments for the subsequent year, upon application for reinstatement as a Member.
7.8 The Board of Directors may terminate the membership of any Member whose fees and/or special assessments, if any, remain unpaid for more than one year.
7.9 The Board of Directors may expel from membership any Member that exhibits conduct injurious to the character or interests of the Association. The Member whose expulsion is under consideration shall be entitled to:
(a) notice of any proceedings the subject of which is the Member's expulsion;
(b) be advised of the grounds on which and the reasons for the expulsion proceedings,
(c) offer an explanation or justification either orally or in writing, and
(d) a hearing before the Board of Directors, if requested by the Member, all of which is to be conducted in accordance with the Rules of Procedure set forth in the Association's Regulations.
7.10 Any Member expelled by a majority vote of the Board of Directors may appeal the decision to the next Meeting of Members where a two-thirds majority of Members present and voting is required to reinstate the Member.
Section 8 - MEETINGS OF MEMBERS
8.1 The Annual Meeting of the Members of the Association shall be held not later than November 30th of any year, at such time and place as the Board of Directors may determine.
8.2 The Board of Directors shall call a Special Meeting either whenever it considers such a meeting to be necessary, or upon receiving a request in writing by twenty-five (25) Members entitled to attend and vote at a General Meeting.
8.3 Twenty-one (21) days notice of any Annual, General or Special Meeting shall be delivered to each Member. Such notice shall specify the place, day and the hour of the meeting and the general nature of the business to be transacted. Notice of any meeting where special business will be transacted shall be accompanied by sufficient information to permit the Member to form a reasoned judgment on the decision to be taken. Notice of each Meeting of Members must remind the Member of its right to vote by proxy. Notice of meeting must be prominently displayed for a minimum of 21 days on the association’s website in both official languages.
(a) Any notice to be given to any Member, Director or auditor shall be served personally or by sending it through the post prepaid or by facsimile transmission, or by email, addressed to each Member or Director at his address as it appears in the books of the Association, or if no address is given, then to the last address known to the Association.
(b) Notice sent by post shall be sent by registered mail and with respect to facsimile transmission is a confirmation receipt shall be sufficient to prove that the notice was properly addressed.
(c) The signature of any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
(d) Each Member is entitled to receive notice shall be deemed to have received such notice if the notice is delivered as provided in the By-laws to the President of each Member and any other persons that the Board or meeting of Members shall from time to time determine by resolution.
(e) No accident, error or omission in giving notice of any such special meeting shall invalidate such meeting or make void any proceeding taken thereat.
8.4 The quorum for the transaction of business at any Annual, General or Special Meeting shall be twenty (20) Members present and entitled to vote. In the absence of the President, the meeting will be chaired by a member of the Board of Directors designated by the President. In the absence of any member of the Board of Directors within (30) minutes after the time appointed for holding the meeting, the Members present may choose one of the Members of the Member Associations to take the chair.
8.5 An agenda for all Meetings of Members shall be circulated to all Members at least ten (10) days before the date of the meeting.
8.6 Items not included on the circulated agenda, excluding matters requiring Notice of Motion as prescribed in section 8.13, may be added to the agenda at the meeting prior to the time that the agenda is approved by a two-thirds majority of the votes cast.
8.7 Any Member entitled to vote at an Annual, General or Special Meeting of the Association shall be entitled to appoint, in writing, a proxy to attend the meeting on that Member's behalf and to exercise all voting rights. Any person who is a Member, by virtue of belonging to a Member Organization specified in section 7.1, or other category established by the Board of Directors, may act as a proxy holder. The written proxy may be in a general form or may give specific instructions with respect to the business to come before the meeting. The notice of meeting may prescribe how the proxies will be registered. In any event, the proxy shall be deposited with the Secretary of the meeting before any vote is cast under the authority of the proxy.
8.8 The business to be conducted at the Annual Meeting shall include:
(a) reporting on Association activities for the last year;
(b) receipt of the Audited Financial Statements for the last fiscal period as approved by the Board of Directors;
(c) appointment of auditors;
(d) the election of the President and six Directors at Large; and
(e) such other matters as may rightfully come before the meeting including matters resulting from Notices of Motion.
8.9 Any person who is an Association Member, by virtue of belonging to a Member Organization specified in section 7.1, or other category established by the Board of Directors, may attend, and participate in the discussion of business at an Annual, General or Special Meeting. Any other person may be invited to attend and participate at the invitation of the Chairman.
8.10 At meetings of Members, Members designated in section 7.1 shall be entitled to the number of votes as follows:
(a) Clubs, as defined in paragraph 7.1 (a) shall be allocated votes proportional to their paid membership as follows:
(i) 5 to 100 members - 1 vote;
(ii) 101 to 200 members - 2 votes;
(iii) for each additional 100 members - 1 additional vote per 100 members
(b) The number of members of a club shall be established and certified by the Executive Director from the last membership report issued on September 30 of the current year. Where members' names are not supplied by the Member Organizations, the number of votes will be determined by dividing the aggregate of the fees paid by the annual fee payable for one member rounded off to the nearest whole number.
(c) Organizations as defined in paragraph 7.1 (b) and (c) shall each have one vote
8.11 No Member shall be entitled to vote unless all fees and dues have been paid by September 30 of the current year.
8.12 At an Annual, General or Special Meeting, questions, excluding a request for a vote by secret ballot, shall be decided by the majority on a show of hands of the Members entitled to vote. Except any five Members entitled to vote may request a secret ballot. In the event of a secret ballot, the ballots will be tabulated by the Association's auditor (or a scrutineer appointed by the Chairman of the meeting and ratified by the meeting) and the results reported to the meeting.
8.13 The following items cannot be considered at a meeting of the Members unless Notice of Motion and appropriate documents are attached to the circulated agenda:
(a) amendments to the By-laws;
(b) borrowing of money;
(c) reviewing, amending or rescinding a previously passed motion;
(d) removal of Members;
(e) affiliation of the Association with other bodies; and
(f) dissolution of the Association.
8.14 Notices of Motion by Members must be received by the Executive Director at least one week before the required distribution of the circulated agenda.
8.15 A majority of the votes cast by the Members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of Members is required by the Act or these By-laws.
8.16 No error or omission in giving notice of any annual meeting or general meeting or special meeting or any adjourned meeting of the Members 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 purpose of sending notice to any Member, Director or officer for any meeting or otherwise, the address of the Member, Director or officer shall be his last address recorded on the books of the Association.
Section 9 - BOARD OF DIRECTORS
9.1 The affairs and activities of the Association shall be governed by a Board of Directors which shall be responsible for establishing the general policy, goals and objectives of the Association and in particular shall:
(a) establish priorities among the Association's programs;
(b) ratify and confirm the establishment of such committees including terms of reference, as it may consider necessary or desirable;
(c) monitor the activities of all committees of the Association;
(d) give final approval to the Association's Budget;
(e) consider and act upon applications for Membership and association;
(f) exercise all powers of the Association as are not required either by the Act or these by-laws to be exercised by the Members at an Annual General Meeting
9.2 The Board of Directors shall comprise of the President, six Directors at Large and two Athlete Directors.
9.3 In order to be eligible for appointment or election as a Director, candidates must be:
(a) individuals, at least 18 years of age, with power under law to contract; and
(b) be a member in good standing of a member club, class or other member organization.
(c) In the case of the Athlete Directors the member must have been a carded Canadian Sailing Team athlete within the prior ten years.
9.4 The President and six Directors at Large shall be elected at the Annual Meeting by the Members present and eligible to vote. The Directors of the Association who serve as the two Athlete Directors shall be elected by all currently carded Canadian Sailing Team Athletes in a process to be determined by these athletes.
(a) The Chairman of the Annual Meeting shall appoint the Chairman of the Nominating Committee as the president of the elections.
(b) Directors whose nominations are unopposed shall be declared elected by acclamation by the President of the Elections.
(c) Where more nominations are received than there are positions available, an election by secret ballot will be held.
(d) In an election where the number of candidates exceeds the number of positions to be elected by two or more, the candidate receiving the least number of votes shall drop off the ballot and a new vote shall be held among the remaining candidates. Votes will continue until such time as number of candidates on the ballot exceeds by one the number of positions to be elected. In the final vote, the candidate(s) receiving the most votes shall be elected to the available position(s).
(e) In the event of a tie in any vote, a separate run-off vote between or among the candidates involved in the tie will be held, unless the candidates involved in the tie received insufficient votes to remain on a subsequent ballot. If the run-off vote fails to settle the tie, the election will be decided by a toss of a coin.
(f) Ballots are destroyed on a motion approved by the Members following the final vote for a position.
(g) The election process must ensure that there are a minimum of two members of each gender on the board of directors, not including the Athlete Directors. Should the number of members fall below two members of any gender, then only members of that gender would be eligible for candidacy until the two member rule was met.
(h) In the event that a sufficient number of candidates of the under-represented gender have not been nominated or are unwilling to stand for election, the Board shall appoint candidates of the under-represented gender as directors and no further ballots shall be taken.
9.5 The President is elected in odd years for a two-year term and may not serve more than two (2) two-year terms in succession. Directors at Large are elected for a three-year term and may not serve more than two (2) three-year terms in succession. Two (2) Directors at Large are elected each year. Two Athlete Directors, one of each gender, are elected for a one-year term, with no limit on the number of terms. Eligibility to serve as an Athlete Director is limited to those members who are current, or were within the past ten years, a carded Canadian Sailing Team member.
9.6 If the president of a provincial association board of directors or a member of a Sail Canada Program committee is elected to the Board of Directors, s/he shall resign from their present position; failure to do so shall nullify their election to the Board.
9.7 Any vacancy on the Board of Directors however caused may, so long as a minimum of five directors remain in office, be filled by the directors, if they shall see fit to do so, otherwise such vacancy or vacancies shall be filled at the next annual meeting of the Members at which the Directors for the ensuing year are elected. In the case of the Athlete Directors, such appointment shall be done in consultation with the currently carded CST Athletes. If there is not a minimum of five Directors remaining in office, the remaining Directors shall forthwith call a meeting of the Members to fill the vacancy or vacancies.
9.8 The term of a Director shall begin effective with the adjournment of Annual Meeting in which he is elected. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.
9.9 The office of a Director shall be automatically vacated:
(a) if at a special or general meeting of Members, a resolution is passed by 2/3 of the Members present at the meeting that he be removed from office;
(b) if a Director has resigned his office by delivering a written resignation to the Secretary of the Association;
(c) if a Director is found by a court to be of unsound mind;
(d) if a Director becomes bankrupt or suspends payment or compounds with his creditors;
(e) on death; or
(f) if the Director is disqualified as a director pursuant to the provisions of the Act.
9.10 Where a Director at Large vacates his office or is removed from office in the first year of the three-year term, the member who completes the term shall be deemed to have a completed a full term. The member who completes the term of a Director at Large who vacates his office or is removed from office in the second or third year of the three-year term shall be deemed to have not completed a full term. The member who completes the term of a President who vacates or is removed from his office shall be deemed to have completed a full term if the vacancy occurs in the first year of the two-year term. The member who completes the term of the President who vacates or is removed from his office shall be deemed to have not completed a full term if the vacancy occurs in the second year.
9.11 The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any Director from serving the Association as an officer or in any other capacity and receiving compensation therefore.
Section 10 - POWERS OF DIRECTORS
10.1 The Directors of the Association may administer the affairs of the Association in all matters and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, and generally, may exercise all such other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to exercise and do.
10.2 The Directors shall have power to authorize expenditures on behalf of the Association from time to time and may delegate this power, by resolution, to the Executive Director or an officer or officers of the Association.
10.3 The Directors shall have the power to 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 Association in accordance with such terms as the Board may prescribe.
10.4 The Board is hereby authorized, from time to time:
(a) subject to the approval of the Members, to borrow money upon the credit of the Association, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board in its discretion may deem expedient;
(b) to limit or increase the amount to be borrowed;
(c) subject to the approval of the Members, to issue or cause to be issued bonds, debentures or other securities of the Association and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board; and
(d) to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the Association, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Association, and the undertaking and rights of the Association.
10.5 The Board shall take such steps as they may deem requisite to enable the Association 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 Association.
10.6 The Board may appoint such agents and engage & pay 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 of Directors at the time of such appointment. This authority may be delegated to the Executive Director in the course of normal business activities.
10.7 Remuneration for all officers, agents and employees and committee members shall be fixed by the Board of Directors. This authority may be delegated to the Executive Director in the course of normal business activities.
Section 11 - DIRECTORS' MEETINGS
11.1 The Board of Directors shall meet at least twice a year, once concurrently with the Annual General Meeting and at least once at the call of the President, provided at least ten (10) days notice in writing is sent to each director including the agenda for business to be conducted.
Additional meetings of the Board may be held at any time and place to be determined by the Directors provided that 48 hours notice of such meeting shall be given, other than by mail, to each Director. Notice by mail shall be sent at least 10 days prior to the meeting. No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken thereat. All the members of the Board of Directors shall have one vote. In the event of a tied vote the President may cast an additional deciding vote. Proxies are not accepted at a meeting of the Board except in the case of the Athlete Directors who only in the event are unable to attend due to their competition schedules, may be replaced by an alternate Athlete representative appointed by the currently carded Canadian Sailing Team Athletes.
11.2 A majority of Directors in office, from time to time, but not less than 50% of the total number of Directors, shall constitute a quorum for meetings of the Board. Any meeting of the Board at which a quorum is present shall be entitled to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Association.
11.3 Directors and other eligible persons may participate in a meeting of the Board, or any committee of the Board by means of a conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by such means is deemed to be present at the meeting. The Chair of any meeting held by conference telephone or other communications facilities shall take a roll call at the commencement of the meeting by calling out the name of each person participating and making a list of all present or deemed to be present in order to determine whether there is a quorum of persons present at any such meeting.
Section 12 - STANDING COMMITTEES OF THE BOARD
12.1 The Provincial Council is a Standing Advisory Committee of the Board.
12.2 The Provincial Council shall be constituted annually, immediately following the Annual Meeting. The composition of the Provincial Council shall comprise one representative from each of the provincial/territorial associations. The Provincial Council shall select a Chair from within its membership through a process determined by the Council.
(a) The Provincial Council will have an advisory role to the Board of Directors and shall meet at least once each year in person at the time of the Annual Planning Conference/ Annual General Meeting.
(b) The Provincial Council will hold a joint meeting with that Board at least once each year, normally at the Annual Planning Conference/Annual General Meeting.
(c) The Provincial Council may meet at any other time during the year as determined by a majority of its members. Such meetings will be held by means of a conference telephone or other communications facilities as permit all Council members participating in the meeting to hear each other, and a person participating in such a meeting by such means is deemed to be present at the meeting. The Chair of any meeting held by conference telephone or other communications facilities shall take a roll call at the commencement of the meeting by calling out the name of each person participating and making a list of all present or deemed to be present.
12.3 The Nominating Committees is a Standing Committee of the Board.
12.4 The Nominating Committee shall be constituted annually, immediately following the Annual Meeting, and shall consist of eight members including the Past President and one representative appointed by each of the Provincial Council, the currently carded CST Athletes, Olympic Policy Committee, Athlete Development Committee, Business Development Committee, Training and Certification Committee, and the Audit Committee or Finance Committee. Any person serving as the Chair of any Program Committee, PSA President or paid staff member of Sail Canada or any PSA is ineligible to be appointed to the Nominations Committee unless they first resign their current position. A quorum will consist of a simple majority of the appointed members. The members of the Nominating Committee shall choose the chairman from among themselves in a process to be determined by the committee.
(a) The Nominating Committee shall issue the call for nominations on or before May 1st and included as part of the call, the number of positions to be elected and the expertise sought. The Provincial Council, carded athletes, and committees are to name their representative to the nominating committee by May 15.
(b) Any two (2) voting Members of the Association may nominate a person to serve as a Director at Large or President.
(c) On or before September 1, the committee will announce to the members the list of nominations received to date and issue a second call for nominations which shall be due by September 10.
(d) On or before September 30, the committee will announce to the Members the final list of candidates, accompanied by a brief biography of each candidate.
(e) Announcements from the Nominating Committee shall be sent by electronic means to the Board Members, member clubs, the Provincial Sailing Associations on or before the dates identified in Article 12.4 and Articles 12.4 (a), (c) and (d) and shall be posted on the Sail Canada website in a prominent position by 12 noon of the following business day.
(f) The Nominating Committee may nominate more than one person for each position and must present all nominations received for each position.
g) The Nominating committee shall endeavour to nominate candidates to the board of directors such that the board is diverse and representative of the constituents of the Sail Canada.
Special attention should be given to the following:
(i) a minimum of one member should have relevant experience with sailors with a disability and/or be a sailor with a disability.
(ii) a minimum of two members should be female and a minimum of two members should be male
(iii) a minimum of one member should be francophone and a minimum of one member should be Anglophone.
(iv) consideration should be given to ensure regional representation (East, West, Ontario, and Quebec)
12.5 Where conditions warrant, the Board of Directors may establish ad hoc committees to deal with specific areas of concern to the Board. The Board shall prescribe duties of any committee. Members of Standing Committees or ad hoc committees shall not receive remuneration for their services, but they shall be entitled to be reimbursed for their travel and other expenses properly incurred by them in connection with the affairs of the Association, and in attending meetings of the Association.
Section 13 - INDEMNITIES TO DIRECTORS AND OTHERS
13.1 Every Director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against;
(a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability except such costs, charges or expenses as are occasioned by his own willful neglect or default; and
(b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
Section 14 - OFFICERS
14.1 The officers of the Association shall be the President and Secretary and such other officers as the Board may determine from time to time.
14.2 The Secretary shall be selected from among the elected Directors at the first meeting of the new Board following the annual Members meeting.
14.3 The President of the Association shall hold office until the end of the general meeting where a successor is elected. The Secretary may be removed by resolution of the Board at any time.
Section 15 - DUTIES OF OFFICERS
15.1 The President shall preside at all meetings of the Association and the Board of Directors. The President (or his designate) shall be an ex-officio, non-voting member of all Association Committees except the Nominations Committee. The President shall represent the Association at various public functions, ensure that the Directors are aware of all policy guidelines of the Association and of the decisions of committees, and monitor the performance of all committees. The President shall also have such particular duties, functions and responsibilities as may be assigned to him from time to time by the Board of Directors.
15.2 The Secretary shall generally be responsible for the corporate administrative affairs of the Association. The corporate administrative duties shall be carried out by the Executive Director under the general supervision of the Secretary. The corporate duties, including attendance either personally or by delegate at all meetings to record all votes and minutes of all proceedings in the books to be kept for that purpose, the giving or causing to be given notice of all meetings of the Members and of the Board of Directors, and the performance of such other duties as may be specifically prescribed by the Board or President shall be carried out by Assistant Secretaries appointed as set out below.
15.3 The Board, on the advice of the Secretary, may appoint one or more Assistant Secretaries who may be a member of the Association staff. Any of the day to day corporate responsibilities of the Secretary may be delegated to one or more of the Assistant Secretaries who shall carry out these duties under the general supervision of the Secretary.
15.4 The Secretary shall be custodian of the seal of the Association, which shall be delivered only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution. Except that he may deliver the seal to the Executive Director at any time without such resolution.
15.5 Documents and other instruments in writing requiring the affixing of the seal shall be executed by the President or the Executive Director or any Officers specifically authorized to do so pursuant to section 18.1.
Section 16 – PROGRAM COMMITTEES
16.1 The Board shall constitute such Program Committees as it deems necessary in carrying out the affairs of the Association and define their terms of reference in a Policy on Organizational Structure.
16.2 A member of the Board shall not be eligible to be elected or appointed to any of the Program Committees or their sub-committees.
Section 17 - EXECUTION OF DOCUMENTS
17.1 Contracts, documents or any instruments in writing requiring the signature of the Association, shall be signed by an officer of the Association and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Association to sign specific contracts, documents and instruments in writing. The Directors may give the Association's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Association. The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers specifically appointed by resolution of the Board.
Section 18 - MINUTES OF BOARD OF DIRECTORS
18.1 The minutes of the Board shall be available to the general Membership of the Association at the office of the Association during regular business hours and shall be available to the Board, each of whom shall receive a copy of such minutes.
Section 19 - FINANCIAL YEAR
19.1 Unless otherwise ordered by the Board, the fiscal year end of the Association shall be March 31st of each year.
Section 20 - AMENDMENT OF BY-LAWS
20.1 The by-laws of the Association not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Act, may be proposed by: 1) a majority of the Directors at a meeting of the Board; or 2) 5 voting members. The repeal or amendment must be then sanctioned by an affirmative vote of at least two-thirds (2/3) 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-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
Section 21 - AUDITOR
21.1 The Members shall, at each annual meeting, appoint an auditor to audit the accounts of the Association for report to the Members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by Board of Directors
21.2 The auditor may not be a Director, officer or employee of the corporation without the consent of all the Members.
Section 22 - BOOKS AND RECORDS
22.1 The Board of Directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept.
Section 23 - RULES AND REGULATIONS
23.1 The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect unless they are repealed at an annual or special meeting of Members.
Section 24 - INTERPRETATION
24.1 In these by-laws and in all other by-laws of the Association 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 Associations.
Section 25 - HONORARY DIRECTORS
25.1 On a proposal made by the Board of Directors, the Members at an Annual Meeting may, as a mark of respect or of appreciation for past services to the Association or the sport, elect a distinguished person to be an Honorary Director.
(a) Unless otherwise prescribed by the Annual Meeting at the time of elections, a person shall be elected to an Honorary Directorship for life.
(b) An Honorary Director shall be entitled to attend and to participate in all meetings of the Association, including the Board of Directors and committees, except where the board may resolve itself into committee of the whole and meets in-camera. An Honorary Director shall not be entitled to vote unless he is elected by the Membership as a member of the Board.
Section 26 - EFFECTIVE DATE
26.1 All previous By-laws of the Association are repealed as of the coming into force of these By-laws. The repeal shall not affect the previous operation of any By-laws so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Articles or predecessor charter documents of the Association obtained pursuant to, any such By-laws before its repeal. All officers and persons acting under any By-laws so repealed shall continue to act as if appointed under the provisions of these By-laws, and all resolutions of the Members or the Board or a committee of the Board with continuing effect passed under any repealed By-laws shall continue to be good and valid except to the extent inconsistent with these By-laws and until amended or repealed.
26.2 This by-law shall come into force when confirmed by the Members in accordance with the Act.
Section 27 – PARLIAMENTARY AUTHORITY
27.1 The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Association in all cases which they are applicable and in which they are not inconsistent with these By-laws and any special rules of order the Association may adopt.