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 Ontario by Letters Patent issued on the 30th day of April, 1987 as a not-for-profit Corporation,

 

         

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 Ottawa, in the Province of Ontario (subject to change by Special Resolution) and at such place within the municipality in Ontario where the head office is from time to time situated as the Directors of the Corporation may from time to time by resolution fix.

 

 

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)     Ontario Winter Games Committee.  The Ontario Winter Games Committee may be composed of the President, the Treasurer, and the Director of Junior Development, who shall be its Chairperson.  The Board of Directors may appoint additional members as it deems appropriate.   The Committee shall make a final written report, including financial, to the Board of Directors within six weeks of the completion of the Ontario Winter Games competition.  The Committee shall work within the criteria developed for the selection of players, coaches, officials and manager, such criteria to be approved by the Board of Directors from time to time.

 

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.     Reading and Adoption of Minutes of last meeting

          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 Ontario Badminton Association.

          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                                                                Secretary1