General Operating By-Laws
SHERIDAN TENNIS & PICKLEBALL CLUB
A by-law relating to the transaction of the activities and affairs of the Sheridan Tennis Club (the “Corporation”).
Sheridan Tennis Club is incorporated under the Not-for-Profit Corporations Act, 2010 (Ontario). It is a not-for-profit organization that manages and operates a tennis and pickleball facility owned by the City of Mississauga. The facility is located in the Thorn Lodge Park in the Sheridan Homelands area of the City of Mississauga.
MISSION AND OBJECTIVES
Sheridan Tennis Club will promote a broad range of tennis and pickleball activities including but not limited to group play,
instruction and club tournaments for all levels and for all ages. To fulfill this mission, Sheridan Tennis club will:
1. Maintain the tennis and pickleball facility for the use of its members from April to November, weather permitting.
2. Ensure that the facilities are available to all members on an equitable basis.
3. Develop community spirit and encourage sportsmanship and good fellowship amongst all its members.
4. Ensure that it operates within the approved rules of court usage and court etiquette.
Section 1 - General
1.01 Definitions
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
1.02 Interpretation
Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.
1.04 Seal
The seal of the Corporation, if any, shall be in the form determined by the Board.
1.05 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer
may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.
Section 2 - Directors
2.01 Election and Term
The Directors shall be elected by the Members at the first meeting of Members and at each succeeding annual meeting. The Members shall elect the Directors to hold office for a term ending no later than the end of the third annual meeting of Members following the election. Directors shall serve staggered terms so that approximately one-third of the directors complete their terms as of the end of any given year.
2.02 Vacancies
The office of a Director shall be vacated immediately:
2.03 Filling Vacancies
A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor
2.04 Committees
Committees may be established by the Board as follows:
2.05 Remuneration of Directors
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from
occupying the position of Director; subject to the following:
c. At the discretion of the Board, Directors may be exempted from the payment of the annual membership fee required under Section 8.02 of this bylaw.
Section 3 - Board Meetings
3.01 Calling of Meetings
Meetings of the Directors may be called by the Chair, president, secretary or any two Directors at any time and any place on notice as required by this By-law.
3.02 Regular Meetings
The Board may fix the place, if applicable, and time of regular Board meetings and send a copy of the resolution fixing the place, if applicable, and time of such meetings to each Director, and no other notice shall be required for any such meetings.
3.03 Notice
Notice of the time and place for holding a meeting of the Board shall be delivered by telephone, email or text to each Director not less than twenty-four (24) hours before the meeting is to take place. Notice of the meeting is not necessary if all the Directors are present and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting.
3.04 Chair
The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.
3.05 Voting
Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of Votes, the Chair shall not have a second or casting vote.
3.06 Participation by Telephonic or Electronic Means
If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.
Section 4 - Financial
4.01 Banking
The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.
4.02 Financial Year
The financial year of the Corporation ends on October 31 in each year or on such other date as the Board may from time to time by resolution determine.
Section 5 - Officers
5.01 Officers
The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, vice president, treasurer, secretary, membership director, communications director and software programming director at its first meeting following the annual meeting of the Corporation. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and president may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such
authority and shall perform such duties as the Board may prescribe From time to time.
5.02 Office Held at Board’s Discretion
Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the
earlier of:
5.03 Duties
Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.
5.04 Duties of the Chair
The Chair shall perform the duties described in sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.
5.05 Duties of the President and Chair of the Board
The President shall be appointed by the Board from among the elected Directors and shall also be appointed the chair of the Board for the purposes of the Act. The President shall, when present, preside at all Board and Members’ meetings and shall represent the Corporation and the Board as may be required or appropriate and shall have such other powers and duties as the Board may specify.
5.06 Duties of the Treasurer
The Treasurer shall carry out the duties of the Corporation’s treasurer generally, and shall keep or cause to be kept full and accurate accounts of all of the Corporation’s assets, liabilities, receipts and disbursements in the books to be kept for that purpose. The Treasurer shall chair the Board’s audit committee if such committee has been established, and shall perform such other duties as may be prescribed by the By-laws or the Board.
5.07 Duties of the Secretary
The Secretary shall carry out the duties of the Corporation’s secretary generally and shall attend, or cause a recording secretary to attend, all meetings of the Board, the Members, and committees, to act as a clerk thereof and to record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the By-laws or the Board.
5.08 Duties of the Vice President
The Vice President shall, in the President’s absence or disability, perform the President’s duties and exercise the President’s powers and shall perform such other duties as shall from time to time assigned to the Vice President by the Board.
5.09 Duties of the Membership Director
The Membership director shall be responsible for growing and maintaining accurate records with respect to the membership of the Corporation, including the registration of all returning and new members at the beginning of each year. The membership director shall also be responsible for developing the appropriate strategies to retain existing members as well as attract new members as required. In addition, the Membership Director shall perform such
other duties as shall from time to time assigned by the Board.
5.10 Duties of the Communications Director
The Communications director shall be responsible for developing and distributing information to the Corporation's members. The Communication Director will work closely with the Membership director to ensure that all members receive timely information about the Corporation's activities. In addition, the Membership Director shall perform such other duties as shall from time to time assigned by the Board.
5.11 Duties of the Software Programming Director
The Software Programming director shall be responsible for maintaining all of the Corporation's online software applications, including the online platform used for the registration of members and the booking of courts. In addition, the Membership Director shall perform such other duties as shall from time to time assigned by the Board.
Section 6 - Protection of Directors and Others
6.01 Protection of Directors and Officers
No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any
security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
a. complied with the Act and the Corporation’s articles and By-laws; and
b. exercised their powers and discharged their duties in accordance with the Act
6.02 Indemnity
The Corporation will indemnify any director for any cost arising from a lawsuit about any action which occurred in the scope of his/her role as a director.
Section 7 - Conflict of Interest
7.01 Conflict of Interest
A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or 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 make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.
Section 8 - Members
8.01 Members
Membership in the Corporation shall consist of the following
categories:
8.02 Membership
Membership in the Corporation is conditional upon the payment of the annual membership fee established by the Board. Membership fees are non-refundable. A membership in the Corporation is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act.
8.03 Disciplinary Act or Termination of Membership for Cause
Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws.
The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
Section 9 - Members’ Meetings
9.01 Annual Meeting
The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than five business days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles. The business transacted at the annual meeting shall include:
No other item of business shall be included on the agenda for annual meeting unless a Member has given notice to the
Corporation of any matter that the Member proposes to raise at the meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.
9.02 Special Meetings
The Directors may call a special meeting of the Members. The Board shall call a special meeting on written requisition of the Members who hold at least 10 per cent of votes that may be cast at the meeting sought to be held within 21 days after receiving the requisition unless the Act provides otherwise.
9.03 Notice
Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken, and state the text of any special resolution to be submitted to the meeting.
9.04 Quorum
A quorum for the transaction of business at a Members’ meeting is at least twenty-five (25) Eligible Voting Members, whether present in person or by proxy. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
9.05 Chair of the Meeting
The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.
9.06 Voting of Members
Business arising at any Members’ meeting shall be decided by a majority of votes cast, in person or by proxy, unless otherwise required by the Act or the By-law provided that:
9.07 Adjournments
The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. 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.
9.08 Persons Entitled to be Present
The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
9.09 Participation by Telephonic or Electronic Means
A meeting of the Members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means if the Corporation makes such means available, provided that those means must enable all persons entitled to attend the meeting to reasonably participate and a person participating in the meeting by those means is deemed to be present in person at the meeting. A vote at a meeting of the Members may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person.
Section 10 - Notices
10.01 Service
Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Corporation shall be delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member at the Member’s latest address as shown in the records of the Corporation; and to such Director at his or her latest address as shown in the records of the Corporation or in the most recent notice or return filed under the Corporations Information Act, whichever is the more current; and to the auditor or the person who has been appointed to conduct a review engagement at its business address; provided always that notice may be waived
or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto.
10.02 Error or Omission in Giving Notice
The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
Section 11 - Adoption and Amendment of By-laws
11.01 Amendments to By-laws
The Board may from time to time in accordance with the Act amend or repeal and replace this By-law.
Section 12 - Club Policies
12.01 Rules and Regulations
The rules and regulations of the club governing such items as access to premises, allocation of courts for leagues, tournaments, special events, dress code, and the closing of courts for maintenance purposes shall be determined by the Board. These rules and regulations of play shall be summarized in a separate Policy Manual developed by the Board and will be published and made available to all members at the beginning of the playing season and must be observed by all members and guests.
Enacted [November 20, 2024, except where Corporation is deemed to have passed this by-law under subsection 18(1) of the Act.].
[Alvaro Gonzalez, President] [Joseph Lum, Secretary]
SHERIDAN TENNIS & PICKLEBALL CLUB
A by-law relating to the transaction of the activities and affairs of the Sheridan Tennis Club (the “Corporation”).
Sheridan Tennis Club is incorporated under the Not-for-Profit Corporations Act, 2010 (Ontario). It is a not-for-profit organization that manages and operates a tennis and pickleball facility owned by the City of Mississauga. The facility is located in the Thorn Lodge Park in the Sheridan Homelands area of the City of Mississauga.
MISSION AND OBJECTIVES
Sheridan Tennis Club will promote a broad range of tennis and pickleball activities including but not limited to group play,
instruction and club tournaments for all levels and for all ages. To fulfill this mission, Sheridan Tennis club will:
1. Maintain the tennis and pickleball facility for the use of its members from April to November, weather permitting.
2. Ensure that the facilities are available to all members on an equitable basis.
3. Develop community spirit and encourage sportsmanship and good fellowship amongst all its members.
4. Ensure that it operates within the approved rules of court usage and court etiquette.
Section 1 - General
1.01 Definitions
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
- “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
- “Board” means the board of directors of the Corporation;
- ”By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
- “Chair” means the chair of the Board;
- “Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
- ”Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called;
- “Eligible Voting Member” means an adult member in good standing of the corporation and the parent or guardian in good standing of a junior member of the corporation:
- “Member” means a member of the Corporation;
- “Members” means the collective membership of the Corporation; and
- “Officer” means an officer of the Corporation.
1.02 Interpretation
Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.
1.04 Seal
The seal of the Corporation, if any, shall be in the form determined by the Board.
1.05 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer
may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.
Section 2 - Directors
2.01 Election and Term
The Directors shall be elected by the Members at the first meeting of Members and at each succeeding annual meeting. The Members shall elect the Directors to hold office for a term ending no later than the end of the third annual meeting of Members following the election. Directors shall serve staggered terms so that approximately one-third of the directors complete their terms as of the end of any given year.
2.02 Vacancies
The office of a Director shall be vacated immediately:
- if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
- if the Director dies or becomes bankrupt;
- if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
- if, at a meeting of the Members, the Members by ordinary resolution removes the Director before the expiration of the Director’s term of office.
2.03 Filling Vacancies
A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor
- if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an ordinary resolution;
- if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and
- if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; and a quorum of Directors may fill a vacancy among the Directors.
2.04 Committees
Committees may be established by the Board as follows:
- The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated; and
- Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
2.05 Remuneration of Directors
The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from
occupying the position of Director; subject to the following:
- Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors’ duties
- Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is:
- i. considered reasonable by the Board;
- ii. approved by the Board for payment by resolution passed before such payment is made; and
- iii. in compliance with the conflict of interest provisions of the Act.
c. At the discretion of the Board, Directors may be exempted from the payment of the annual membership fee required under Section 8.02 of this bylaw.
Section 3 - Board Meetings
3.01 Calling of Meetings
Meetings of the Directors may be called by the Chair, president, secretary or any two Directors at any time and any place on notice as required by this By-law.
3.02 Regular Meetings
The Board may fix the place, if applicable, and time of regular Board meetings and send a copy of the resolution fixing the place, if applicable, and time of such meetings to each Director, and no other notice shall be required for any such meetings.
3.03 Notice
Notice of the time and place for holding a meeting of the Board shall be delivered by telephone, email or text to each Director not less than twenty-four (24) hours before the meeting is to take place. Notice of the meeting is not necessary if all the Directors are present and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting.
3.04 Chair
The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.
3.05 Voting
Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of Votes, the Chair shall not have a second or casting vote.
3.06 Participation by Telephonic or Electronic Means
If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.
Section 4 - Financial
4.01 Banking
The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.
4.02 Financial Year
The financial year of the Corporation ends on October 31 in each year or on such other date as the Board may from time to time by resolution determine.
Section 5 - Officers
5.01 Officers
The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, vice president, treasurer, secretary, membership director, communications director and software programming director at its first meeting following the annual meeting of the Corporation. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and president may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such
authority and shall perform such duties as the Board may prescribe From time to time.
5.02 Office Held at Board’s Discretion
Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the
earlier of:
- 1. the Officer’s successor being appointed,
- 2. the Officer’s resignation, or
- 3. such Officer’s death.
5.03 Duties
Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.
5.04 Duties of the Chair
The Chair shall perform the duties described in sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.
5.05 Duties of the President and Chair of the Board
The President shall be appointed by the Board from among the elected Directors and shall also be appointed the chair of the Board for the purposes of the Act. The President shall, when present, preside at all Board and Members’ meetings and shall represent the Corporation and the Board as may be required or appropriate and shall have such other powers and duties as the Board may specify.
5.06 Duties of the Treasurer
The Treasurer shall carry out the duties of the Corporation’s treasurer generally, and shall keep or cause to be kept full and accurate accounts of all of the Corporation’s assets, liabilities, receipts and disbursements in the books to be kept for that purpose. The Treasurer shall chair the Board’s audit committee if such committee has been established, and shall perform such other duties as may be prescribed by the By-laws or the Board.
5.07 Duties of the Secretary
The Secretary shall carry out the duties of the Corporation’s secretary generally and shall attend, or cause a recording secretary to attend, all meetings of the Board, the Members, and committees, to act as a clerk thereof and to record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the By-laws or the Board.
5.08 Duties of the Vice President
The Vice President shall, in the President’s absence or disability, perform the President’s duties and exercise the President’s powers and shall perform such other duties as shall from time to time assigned to the Vice President by the Board.
5.09 Duties of the Membership Director
The Membership director shall be responsible for growing and maintaining accurate records with respect to the membership of the Corporation, including the registration of all returning and new members at the beginning of each year. The membership director shall also be responsible for developing the appropriate strategies to retain existing members as well as attract new members as required. In addition, the Membership Director shall perform such
other duties as shall from time to time assigned by the Board.
5.10 Duties of the Communications Director
The Communications director shall be responsible for developing and distributing information to the Corporation's members. The Communication Director will work closely with the Membership director to ensure that all members receive timely information about the Corporation's activities. In addition, the Membership Director shall perform such other duties as shall from time to time assigned by the Board.
5.11 Duties of the Software Programming Director
The Software Programming director shall be responsible for maintaining all of the Corporation's online software applications, including the online platform used for the registration of members and the booking of courts. In addition, the Membership Director shall perform such other duties as shall from time to time assigned by the Board.
Section 6 - Protection of Directors and Others
6.01 Protection of Directors and Officers
No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any
security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
a. complied with the Act and the Corporation’s articles and By-laws; and
b. exercised their powers and discharged their duties in accordance with the Act
6.02 Indemnity
The Corporation will indemnify any director for any cost arising from a lawsuit about any action which occurred in the scope of his/her role as a director.
Section 7 - Conflict of Interest
7.01 Conflict of Interest
A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or 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 make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.
Section 8 - Members
8.01 Members
Membership in the Corporation shall consist of the following
categories:
- FAMILY: Maximum of 2 adults and up to 3 children under the age of 18
- Age of April 1 of current year) living at the same address.
- ADULT: 18 years and over (Age as of April 1 of current year)
- JUNIOR: Less than 18 years of age (Age as of April 1 of current year)
8.02 Membership
Membership in the Corporation is conditional upon the payment of the annual membership fee established by the Board. Membership fees are non-refundable. A membership in the Corporation is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act.
8.03 Disciplinary Act or Termination of Membership for Cause
Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws.
The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
Section 9 - Members’ Meetings
9.01 Annual Meeting
The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than five business days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles. The business transacted at the annual meeting shall include:
- receipt of the agenda;
- receipt of the minutes of the previous annual and subsequent special meetings;
- consideration of the financial statements;
- report of the auditor or person who has been appointed to conduct a review engagement;
- reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year; election of Directors; and
- such other or special business as may be set out in the notice of meeting.
No other item of business shall be included on the agenda for annual meeting unless a Member has given notice to the
Corporation of any matter that the Member proposes to raise at the meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.
9.02 Special Meetings
The Directors may call a special meeting of the Members. The Board shall call a special meeting on written requisition of the Members who hold at least 10 per cent of votes that may be cast at the meeting sought to be held within 21 days after receiving the requisition unless the Act provides otherwise.
9.03 Notice
Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken, and state the text of any special resolution to be submitted to the meeting.
9.04 Quorum
A quorum for the transaction of business at a Members’ meeting is at least twenty-five (25) Eligible Voting Members, whether present in person or by proxy. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
9.05 Chair of the Meeting
The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.
9.06 Voting of Members
Business arising at any Members’ meeting shall be decided by a majority of votes cast, in person or by proxy, unless otherwise required by the Act or the By-law provided that:
- each Eligible Voting Member shall be entitled to one vote at any meeting;
- votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;
- an abstention shall not be considered a vote cast;
- before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
- if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
- whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
9.07 Adjournments
The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. 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.
9.08 Persons Entitled to be Present
The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
9.09 Participation by Telephonic or Electronic Means
A meeting of the Members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means if the Corporation makes such means available, provided that those means must enable all persons entitled to attend the meeting to reasonably participate and a person participating in the meeting by those means is deemed to be present in person at the meeting. A vote at a meeting of the Members may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person.
Section 10 - Notices
10.01 Service
Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Corporation shall be delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member at the Member’s latest address as shown in the records of the Corporation; and to such Director at his or her latest address as shown in the records of the Corporation or in the most recent notice or return filed under the Corporations Information Act, whichever is the more current; and to the auditor or the person who has been appointed to conduct a review engagement at its business address; provided always that notice may be waived
or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto.
10.02 Error or Omission in Giving Notice
The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
Section 11 - Adoption and Amendment of By-laws
11.01 Amendments to By-laws
The Board may from time to time in accordance with the Act amend or repeal and replace this By-law.
Section 12 - Club Policies
12.01 Rules and Regulations
The rules and regulations of the club governing such items as access to premises, allocation of courts for leagues, tournaments, special events, dress code, and the closing of courts for maintenance purposes shall be determined by the Board. These rules and regulations of play shall be summarized in a separate Policy Manual developed by the Board and will be published and made available to all members at the beginning of the playing season and must be observed by all members and guests.
Enacted [November 20, 2024, except where Corporation is deemed to have passed this by-law under subsection 18(1) of the Act.].
[Alvaro Gonzalez, President] [Joseph Lum, Secretary]