BY‑LAW NO. 11
of
SPECIAL OLYMPICS ONTARIO INC.
(the “Corporation”)
By‑law Nos. 5 and 10 are repealed in their entirety and the following substituted therefor:
Current as of October 18, 2006
Special Olympics Oath:
“Let me win, but if I cannot win
Let me be brave in the attempt”
TABLE OF CONTENTS
Section
Page
1. Head Office. 1
2. Corporate Seal 1
3. Directors. 1
4. Meetings of Directors. 5
5. Committees of Directors. 6
6. Officers. 7
7. Protection of Directors and Officers. 9
8. Members. 10
9. Meetings of Members. 13
10. Notices. 16
11. Miscellaneous. 18
Appendix – Letter Patent Extract
1. Head Office
1.1 The head office of the Corporation shall be in the City of Toronto, in the Province of Ontario, and at such place therein as the directors may from time to time determine.
2. Corporate Seal
2.1 The seal of the Corporation, if any, may be approved by resolution of the directors.
3. Directors
3.1 Duties. The affairs of the Corporation shall be managed by a board of directors.
3.2 Number and Quorum. Until changed by a special resolution, the number of directors of the Corporation shall be fourteen, of whom a majority shall constitute a quorum for the transaction of business at any meeting of the directors.
3.3 Election and Term of Office. Directors shall be elected at each annual meeting of members of the Corporation to fill the positions of those directors whose term of office is expiring at the meeting. The term of office of at least three directors shall expire at each annual meeting. Each director shall hold office until the close of the fourth annual meeting following his or her election, provided that the board of directors may determine that the term of office of one or more directors elected at an annual meeting shall expire at the close of the first, second or third annual meeting following his or her election if necessary to ensure that the term of office of at least three directors shall expire at each annual meeting. Retiring directors are eligible for re-election, provided that, subject to section 3.6 of this by‑law, a person may hold office as a director of the Corporation for a maximum of eight years. Notwithstanding the foregoing, a person may hold office as a director of the Corporation for a ninth year if such person serves as the Chair of the Board of the Corporation during such ninth year, provided that no person may hold office as a director of the Corporation for more than nine years.
3.4 Representation of Volunteer and Athlete Members. At all times, at least two of the directors of the Corporation shall be volunteer members of the Corporation and at least one of the directors of the Corporation shall be an athlete member of the Corporation; provided that, if at any time, the board of directors does not include the requisite number of volunteer members and/or athlete members as stipulated by this section 3.4, the board of directors shall not be disqualified from acting so long as a quorum of the board is present.
3.5 Qualification. Each director must be a subscribing member of the Corporation either at the time of election or appointment or within ten days thereafter. No person shall be qualified to be a director if that person is less than eighteen years of age, or has the status of an undischarged bankrupt.
3.6 Immediate Past Chair of the Board. The immediate past Chair of the Board of the Corporation shall be ex officio a director of the Corporation until he or she has been succeeded by the current Chair of the Board; provided that, where such immediate past Chair of the Board of the Corporation has held office as a director of the Corporation for less than eight years, such person may, subject to the provisions of section 3.3 of this by-law, continue to hold office as a voting director of the Corporation.
3.7 Honourary Directors. Honourary directors numbering no more than twenty at any one time may be elected by resolution of the directors from among those individuals who have distinguished themselves by their accomplishments and who subscribe to the objectives of the Corporation. Honourary directors are not entitled to receive notice of, attend or vote at meetings of directors of the Corporation.
3.8 Vacation of Office. A director ceases to hold office if he or she dies, is removed from office pursuant to section 3.9 hereof, ceases to be qualified for election as a director or resigns by a written resignation received by the Corporation. A written resignation of a director becomes effective at the time it is received by the Corporation, or at the time specified in the resignation, whichever is later.
3.9 Removal of Directors. The subscribing members may remove from office any director or directors by a resolution passed by at least two-thirds of the votes cast at a general meeting of subscribing members of which notice specifying the intention to pass such resolution has been given. A vacancy created by the removal of a director may be filled at the meeting of the subscribing members at which the director is removed by a resolution passed by at least a majority of the votes cast at such meeting.
3.10 Vacancies. A quorum of directors may fill a vacancy among the directors. A director appointed or elected to fill a vacancy holds office for the unexpired term of his or her predecessor.
3.11 Action By Directors. The powers of the directors may be exercised at a meeting of directors, or of a committee of directors, at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the directors or committee of directors. Where there is a vacancy in the board of directors the remaining directors may exercise all the powers of the board so long as a quorum remains in office.
3.12 Remuneration and Expenses. The directors shall serve as such without remuneration, provided that the directors shall be entitled to be paid their travelling and other expenses properly incurred by them in going to, attending and returning from meetings of directors or committees of directors. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a body corporate which is employed by or performs services for the Corporation, the fact of that person being a director or officer of the Corporation shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.
3.13 Conflict Of Interest. A director or officer who is a party to, or who 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 disclose the nature and extent of the interest at the time and in the manner provided by the Act.
3.14 Administer Affairs. The board of directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized to exercise and do.
3.15 Board Policies. The board of directors of the Corporation may from time to time approve policies relating to the management of the affairs of the Corporation, and the President and Chief Executive Officer shall abide by and implement all such policies.
3.16 Expenditures. The board of directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate, by resolution to an officer or officers of the Corporation, the right to employ and pay salaries to employees. The board of directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation. The board of directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the board of directors may prescribe.
3.17 Borrowing Power. The board of directors of the Corporation may from time to time:
(a) borrow money on the credit of the Corporation;
(b) issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Corporation;
(c) charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Corporation; and
(d) delegate the powers conferred on the board of directors under this section 3.17 to such officer or officers of the Corporation and to such extent and in such manner as the directors shall determine.
The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of this by‑law.
4. Meetings of Directors
4.1 Time And Place Of Meetings. Meetings of the directors shall be held at such time and place in or outside Ontario as the Chair of the Board or any two directors may determine.
4.2 Notice of Meeting. Notice of the time and place of each meeting of directors shall be given to each director by telephone not less than seven days before the meeting is to take place or by written notice not less than nine days before the meeting is to take place. Meetings of the directors may be held at any time without notice if all the directors have waived or are deemed to have waived notice. The notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting.
4.3 Regular Meetings. The board of directors shall meet at least four times each year. The directors may appoint a day or days in any month or months for regular meetings and shall designate the place and time at which such meetings are to be held. A copy of any resolution of directors fixing the place and time of regular meetings of the board shall be sent to each director forthwith after being passed, and no other notice shall be required for any such regular meeting. A meeting of the directors may also be held, without notice, immediately following the annual meeting of the Corporation, provided that a quorum of the directors is present.
4.4 Meeting By Telephone. If all the directors of the Corporation present at or participating in the meeting 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 communicate with each other simultaneously and instantaneously, and a director participating in such a meeting by such means is deemed to be present at that meeting.
4.5 Adjourned Meeting. Notice of an adjourned meeting of directors is not required if the time and place of the adjourned meeting is announced at the original meeting and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. Such adjournment may be made notwithstanding that no quorum is present.
4.6 Chairperson of Directors’ Meetings. The Chair of the Board or, in the absence of the Chair of the Board, a director chosen by the directors at the meeting, shall be the chairperson of any meeting of directors.
4.7 Voting At Meetings. Each director, other than an honourary director, is authorized to exercise one vote at meetings of directors. Questions arising at any meeting of directors shall be decided by a majority of votes. In the case of an equality of votes, the chairperson of the meeting shall not have a second or casting vote.
4.8 Show of Hands. Voting at a meeting of directors shall be by show of hands except where a ballot is demanded by a director entitled to vote at the meeting or where required by the chairperson. A ballot may be demanded either before or after any vote by show of hands. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be required or demanded, an entry in the minutes of a meeting of directors to the effect that the chairperson declared a motion to be carried or carried unanimously or lost is admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. A demand for a ballot may be withdrawn at any time prior to taking of a poll on the ballot.
5. Committees of Directors
5.1 Committees of Directors. The directors may, by resolution, appoint from among their number one or more committees of directors and delegate to them any of the powers of the directors.
5.2 Transaction of Business. The powers of a committee appointed by the directors may be exercised at a meeting at which a quorum of such committee is present or by resolution in writing signed by all members of the committee entitled to vote on that resolution at a meeting of the committee. Meetings of a committee may be held at any place in or outside Ontario.
5.3 Procedure. Unless otherwise determined by the directors, each committee shall have power to fix its quorum and to regulate its procedure. Each committee shall keep, or cause to be kept, minutes of all meetings of the committee and shall provide copies of such minutes to the Secretary to be kept with the books and records of the Corporation in accordance with section 6.5.
6. Officers
6.1 General. The board of directors shall from time to time appoint a Chair of the Board, a President and Chief Executive Officer, a Secretary, a Director of Organizational Development and a Director of Finance and Administration, and may appoint such other officers as the board of directors may determine, including one or more assistants to any of the officers so appointed. One person may not concurrently hold more than one of such offices in the Corporation. The officers so appointed may but need not be members of the board of directors except as provided in section 6.3.
6.2 Term of Office. Any officer may be removed by the directors at any time but such removal shall not affect the rights of such officer under any contract of employment with the Corporation. Otherwise, each officer shall hold office until a successor is appointed.
6.3 Chair of the Board. The Chair of the Board shall be appointed from among the directors and shall, when present, chair all meetings of members and directors and shall have such other powers and duties as the directors may determine.
6.4 President and Chief Executive Officer. The President and Chief Executive Officer shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs and in the absence of the Chair of the Board and the Secretary shall be chairperson at meetings of members when present. The President and Chief Executive Officer shall report to and be directly responsible to the board of directors, shall comply with all policies and lawful orders given by the board of directors, and shall at all reasonable times give to the board of directors or any of them any information they may request regarding the affairs of the Corporation. The President and Chief Executive Officer shall be entitled to receive notice of, and may attend and participate in all meetings of, the board of directors, and all committees of the board, but shall not have the right to vote at such meetings.
6.5 Secretary. The Secretary shall give, or cause to be given, all notices required to be given to members, directors and auditors; shall attend and be secretary of all meetings of subscribing members and directors and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings; shall be the custodian of the corporate seal of the Corporation, if any, and of all records, books, documents and other instruments belonging to the Corporation; and shall have such other powers and duties as the directors may determine.
6.6 Director of Organizational Development. The Director of Organizational Development shall be responsible for the general administration and overall direction of the provincial programs and field services of the Corporation and shall have such other powers and duties as the directors may determine. The Director of Organizational Development shall report to and be directly responsible to the President and Chief Executive Officer.
6.7 Director of Finance and Administration. The Director of Finance and Administration shall keep proper books of account and accounting records with respect to all financial transactions of the Corporation; shall be responsible for the deposit of money, the safe-keeping of securities and the disbursement of the funds of the Corporation; shall render to the directors when required an account of the operating results and of the financial position of the Corporation; shall be responsible for the planning and implementation of the operating systems and practices to support accountability and risk management procedures; and shall have such other powers and duties as the directors may determine. The Director of Finance and Administration shall report to and be directly responsible to the President and Chief Executive Officer.
6.8 Other Officers. The powers and duties of all other officers shall be such as the directors may determine. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the directors otherwise direct.
6.9 Variation and Delegation of Duties. The directors may, from time to time, vary, add to or limit the powers and duties of any officer. In the case of absence or inability to act of any officer 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.
6.10 Conflict of Interest. An officer shall disclose personal interest in any material contract or proposed material contract in accordance with section 3.13 of this by‑law.
6.11 Agents and Attorneys. The directors shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as the directors may specify.
7. Protection of Directors and Officers
7.1 Indemnification of Directors and Officers. The Corporation shall indemnify a director or officer, a former director or officer, and the heirs and legal representatives of such person from and against:
(a) all costs, charges and expenses whatsoever which such person may sustain or incur in or about any action, suit or proceeding which is brought, commenced or prosecuted against such person for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such person, in or about the execution of the duties of such person’s office; and
(b) all other costs, charges and expenses which such person may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such person’s own wilful neglect or default.
7.2 No Liability for Actions of Others. Except as otherwise provided in the Act, no director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be lodged or deposited or for any loss occasioned by any error of judgment or oversight on such person’s part or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such person’s respective office or trust or in relation thereto unless the same shall happen by or through such person’s own wilful act or default.
8. Members
8.1 Classes of Membership. The membership of the Corporation shall be comprised of a class of subscribing members, a class of volunteer members and a class of athlete members.
8.2 Subscribing Members. The class of subscribing members shall include the applicants for the incorporation of the Corporation and such other individuals and such corporations, partnerships and other legal entities as, in the opinion of the board of directors, share the objectives of the Corporation and are admitted as subscribing members by resolution of the board of directors. Each subscribing member shall promptly be informed by the Secretary of admission as a subscribing member. Each subscribing member is entitled to receive notice of, attend and vote at all meetings of members, and each subscribing member will be entitled to one vote at such meetings.
8.3 Volunteer Members. The class of volunteer members shall include such individuals who share the objectives of the Corporation and are actively engaged in coaching athlete members or in the administration of Special Olympics programs in Ontario and whose application for admission as a volunteer member is accepted by the Corporation. Once each year and from time to time as determined by the President and Chief Executive Officer, the President and Chief Executive Officer shall cause to be prepared a list of the current volunteer members and only those members whose names appear on the most recent list shall be considered to be volunteer members of the Corporation. A volunteer member is not entitled to receive notice of, attend or vote at any meeting of the members, but the board of directors may invite one or more volunteer members to attend a meeting of members, but they shall have no vote at the meeting.
8.4 Athlete Members. The class of athlete members shall include such individuals with an intellectual disability and who are registered in a program of the Corporation and whose application for admission as an athlete member is accepted by the Corporation. Once each year and from time to time as determined by the President and Chief Executive Officer, the President and Chief Executive Officer shall cause to be prepared a list of the current athlete members and only those members whose names appear on the most recent list shall be considered to be athlete members of the corporation. A athlete member is not entitled to receive notice of, attend or vote at any meeting of the members, but the board of directors may invite one or more athlete members to attend a meeting of members, but they shall have no vote at the meeting.
8.5 Resignation of Members. Members may resign by resignation in writing which shall be effective at the time it is received by the Corporation, or at the time specified in the resignation, whichever is later. A member shall remain liable for payment of any dues or fees which became payable by that member to the Corporation prior to acceptance of the member’s resignation.
8.6 Revocation of Membership.
(a) The Director of Organizational Development shall have the right to revoke or to suspend, on such terms as the Director of Organizational Development may determine, the membership of any volunteer member or athlete member of the Corporation whose actions have been, in the good faith determination of the Director of Organizational Development, detrimental to the Corporation; provided however that (i) subject to paragraph 8.6(b), prior to revoking or suspending the membership of any such person the Director of Organizational Development shall give the person at least 30 days’ written notice of the Director of Organizational Development’s intention to revoke or suspend the person’s membership, the reasons therefor, and the opportunity for such person to present his or her case to the Director of Organizational Development or to a person designated by the Director of Organizational Development in connection with the proposed revocation or suspension of membership, (ii) the Director of Organizational Development shall report each such proposed or actual revocation or suspension of membership (and any suspension of membership pursuant to paragraph 8.6(b) or (c)) in writing to the President and Chief Executive Officer immediately and to the board of directors at its next meeting, and (iii) any person whose membership is revoked or suspended by the Director of Organizational Development shall have the right to appeal such revocation or suspension to the President and Chief Executive Officer. Any decision of the President and Chief Executive Officer in respect of such an appeal shall be final and non‑appealable.
(b) The Director of Organizational Development shall have the right to immediately suspend the membership of any volunteer member or athlete member for a period of up to 60 days in circumstances where the Director of Organizational Development has determined that an immediate suspension is desirable in the best interests of the Corporation. The Director of Organizational Development shall give notice in writing promptly to any volunteer member or athlete member whose membership is suspended pursuant to this paragraph (b).
(c) The Director of Organizational Development may delegate to Community Councils (or other bodies within the Corporation’s organizational structure) the right to revoke or to suspend, or such terms as the Community Council (or other body) may determine, the membership of any volunteer member or athlete member within that community whose actions have been, in the good faith determination of the Community Council (or other body), detrimental to the Corporation; provided however that (i) prior to revoking or suspending the membership of any such person the Community Council shall give the person at least 30 days’ written notice of the Community Council’s intention to revoke or suspend the person’s membership, the reasons therefor, and the opportunity for such person to present his or her case to the Community Council in connection with the proposed revocation or suspension of membership, (ii) a Community Council shall promptly report each such proposed or actual revocation or suspension of membership to the Director of Organizational Development in writing, (iii) any person whose membership is revoked or suspended by a Community Council shall have the right to appeal such revocation or suspension to the Director of Organizational Development or to a person designated by the Director of Organizational Development.
(d) The board of directors shall have the power to revoke or to suspend, on such terms as the board of directors may determine, the membership of any subscribing member of the Corporation whose actions have been, in good faith determination of the board of directors, detrimental to the Corporation; provided however that prior to revoking or suspending the membership of any such person the board of directors shall give the person at least 30 days’ written notice of the board’s intention to revoke or suspend the person’s membership, the reasons therefor, and the opportunity for such person to present his or her case to the board of directors or to a committee of the board of directors or to a person designated by the board of directors in connection with the proposed revocation or suspension of membership.
8.7 Fees of Members. Dues or fees payable by members, if any, shall be set from time to time by the board of directors. The President and Chief Executive Officer shall notify the members of the dues or fees at any time payable by them and, if any are not paid within thirty days of the date of such notice thereof, the members in default shall thereupon automatically cease to be members of the Corporation, but any such members may on payment of all unpaid dues or fees be reinstated with the approval of the President and Chief Executive Officer.
9. Meetings of Members
9.1 Annual Meetings. The annual meeting of the members of the Corporation shall be held at the head office of the Corporation or at such other place within Ontario, and at such time in each year as the board of directors may determine, for the purpose of receiving the reports and financial statements required to be placed before the members at an annual of the Corporation meeting, electing directors, appointing an auditor or auditors and fixing the remuneration of the auditors (or authorizing the directors to fix such remuneration), and for the transaction of such other business as may properly be brought before the meeting.
9.2 General Meetings. The board of directors shall have power at any time to call a general meeting of the members to be held at such time and at such place within Ontario as may be determined by the board of directors.
9.3 Notice of Member’s Meetings. No public notice or advertisement of any members’ meeting shall be required. Except in the case of a members’ meeting for which the Corporation publishes notice at the time or times and in the manner contemplated by section 133(2) of the Act for corporations the objects of which are exclusively for charitable purposes, notice of the time and place of every such meeting shall be given to each subscribing member by sending the notice not less than fifteen (15) days before the date fixed for the holding of such meeting, provided that any meeting of members may be held at any time and place without such notice if all the subscribing members are present thereat (or represented by proxy) or if a quorum is present and those subscribing members who are not so present (or represented by proxy) have waived notice and if the auditor is present or has waived such notice. Notice of a meeting of members at which special business is to be transacted shall state or be accompanied by a statement of the nature of that business in sufficient detail to permit the member to form a reasoned judgment thereon and shall include the text of any special resolution or by‑law to be submitted to the meeting. All business transacted at a general meeting of members and all business transacted at an annual meeting of members, except consideration of the minutes of an earlier meeting, the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor, shall be deemed to be special business.
9.4 Error or Omission in Notice. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat.
9.5 Persons Entitled To Be Present. The only persons entitled to be present at a meeting of members shall be those entitled to vote thereat, the directors, the auditor and other persons who are entitled or required under any provision of the Act or the Letters Patent of the Corporation to attend a meeting of members of the Corporation. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.
9.6 Chairperson. The Chair of the Board, or in the absence of the Chair of the Board, the Secretary, or in the absence of the Chair of the Board and the Secretary, the President and Chief Executive Officer, or in the absence of all of the foregoing officers, a person chosen by a vote at the meeting shall be chairperson of meetings of members.
9.7 Scrutineers. At each meeting of members one or more scrutineers, who need not be members, may be appointed by a resolution or by the chairperson with the consent of the meeting.
9.8 Quorum. Eight persons present in person or by proxy and each being entitled to vote thereat shall constitute a quorum for the transaction of business at any meeting of members.
9.9 Representatives. Where a body corporate or association is a member of the Corporation, the Corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of members of the Corporation. An individual so authorized may exercise on behalf of the body corporate or association the individual represents all the powers it could exercise if it were an individual member of the Corporation.
9.10 Proxyholders. Every member entitled to vote at a meeting of members may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, as the member’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. A proxyholder need not be a member of the Corporation. A proxyholder or an alternate proxyholder has the same rights as the member who made the appointment to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at such meeting in respect of any matter by way of any show of hands. A proxy shall be executed by the member or the member’s attorney authorized in writing or, if the member is a body corporate, by an officer or attorney thereof duly authorized, and ceases to be valid one year from its date. A proxy shall be in such form as may be prescribed from time to time by the board of directors or in such other form as the chairperson of the meeting may accept and as complies with all applicable laws and regulations.
9.11 Time For Deposit Of Proxies. The board of directors may fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of members before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.
9.12 Votes To Govern. At all meetings of members every question shall be decided, either on a show of hands or by ballot, by a majority of the votes cast on the question unless otherwise specifically proved by the Act or by this by‑law. In case of an equality of votes, the chairperson of the meeting, if entitled to vote, shall have a second or casting vote.
9.13 Show of Hands. Voting at a meeting of members shall be by show of hands except where a ballot is demanded by a member or proxyholder entitled to vote at the meeting or where required by the chairperson. A ballot may be demanded either before or after any vote by show of hands. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot therein be required or demanded, an entry in the minutes of a meeting of members to the effect that the chairperson declared a motion to be carried or carried unanimously or by a particular majority or lost or not carried by a particular majority is admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. A demand for a ballot may be withdrawn at any time prior to taking of a poll on the ballot.
9.14 Ballots. If a ballot is demanded or required, the vote upon the question shall be taken in such manner as the chairperson of the meeting shall direct and each person present and entitled to vote at the meeting shall be entitled to one vote.
9.15 Adjournment. The chairperson of any meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the same from time to time and from place to place. If a meeting of members is adjourned for less than thirty days it is not necessary to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned. If a meeting of members is adjourned by one or more adjournments of an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting. 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 such original meeting.
9.16 Resolution In Lieu Of Meeting. A resolution in writing signed by all the members entitled to vote on that resolution at a meeting of members is a valid as if it had been passed at a meeting of members.
10. Notices
10.1 General. Any notice or document required by the Act, the regulations thereunder, the Letters Patent or the by‑laws of the Corporation to be sent to a member or director or the auditor of the Corporation may be sent by prepaid mail addressed to, or may be delivered personally to, the member at the latest address as shown in the records of the Corporation or to the director at the latest address as shown in the records of the Corporation or in the most recent notice filed under the Corporations Information Act, whichever is the more current, or to the auditor at its business address. A notice or document if mailed to a member or director or the auditor of the Corporation shall be deemed to have been received on the fifth day after mailing. If the Corporation sends a notice or document to a member in accordance with this section and the notice or document is returned on three consecutive occasions because the member cannot be found, the Corporation is not required to send any further notices or documents to the member until the member informs the Corporation in writing of its new address.
10.2 Computation of Time. In computing the time when a notice or document must be given or sent under any provision requiring a specified number of days’ notice of any meeting or other event, a “day” shall mean a clear day and the period of days shall be deemed to commence the day following the event that began the period and shall be deemed to terminate at midnight of the last day of the period except that if the last day of the period falls on a Sunday or holiday the period shall terminate at midnight of the day next following that is not a Sunday or holiday.
10.3 Omission and Errors. The accidental omission to give any notice or send any document to any member, director or other person or the non-receipt of any notice or document by any member, director or other person or any error or omission in any notice or document shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on such notice or document.
10.4 Proof of Service. A certificate of the Secretary or other duly authorized officer of the Corporation, or of any agent of the Corporation, as to facts in relation to the mailing or delivery or sending of any notice or document to any member or director of the Corporation or to any other person or publication of any such notice or document, shall be conclusive evidence thereof and shall be binding on every member or director or other person as the case may be.
10.5 Signature to Notice. The signature to any notice or document given by the Corporation may be printed or otherwise mechanically reproduced thereon or partly printed or otherwise mechanically reproduced thereon.
10.6 Waiver of Notice. Notice may be waived or the time for the sending of a notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto. Attendance of any director at a meeting of the directors or of any member at a meeting of members is a waiver of notice of such meeting, except where an individual attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
11. Miscellaneous
11.1 Fiscal Year. Unless changed by the board of directors the fiscal year of the Corporation shall terminate on the 30th day of June in each year.
11.2 Bank Accounts, Cheques, Drafts and Notes. The Corporation’s bank accounts shall be kept in such chartered bank or banks, trust company or trust companies or other firm or corporation carrying on a banking business as the board of directors from time to time determine. Cheques on bank accounts, drafts drawn or accepted by the Corporation, promissory notes given by it, acceptances, bills of exchange, orders for the payment of money and other instruments of a like nature may be made, signed, drawn, accepted or endorsed, as the case may be, by such officer or officers, person or persons as the board of directors may from time to time name for that purpose. Cheques, promissory notes, bills of exchange, orders for the payment of money and other negotiable paper may be endorsed for deposit to the credit of any one of the Corporation’s bank accounts by such officer or officers, person or persons, as the board of directors may from time to time name for that purpose, or they may be endorsed for such deposit by means of a stamp bearing the Corporation’s name.
11.3 Execution of Instruments. Any two of the President and Chief Executive Officer, the Director of Organizational Development and the Director of Finance and Administration, or any one of such persons together with the Chair of the Board or any director who is a member of any finance or audit committee established by the directors pursuant to section 5.1 of this by‑law, shall have authority to sign in the name and on behalf of the Corporation all instruments in writing and any 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 to appoint any other officer or officers or any person or persons on behalf of the Corporation either to sign instruments in writing generally or to sign specific instruments in writing. Any signing officer may affix the corporate seal to any instrument requiring the same. The term “instruments in writing” as used herein shall, without limiting the generality thereof, include contracts, documents, powers of attorney, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property (real or personal, immovable or movable), agreements, tenders, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities, instruments of proxy and all paper writing.
11.4 Interpretation. In this by‑law, wherever the context requires or permits, the singular shall include the plural and the plural the singular; the word “person” shall include firms and corporations, and masculine gender shall include the feminine and neuter genders. Wherever reference is made to any determination or other action by the board of directors such shall mean determination or other action by or pursuant to a resolution passed at a meeting of the directors, or by or pursuant to a resolution consented to by all the directors as evidenced by their signatures thereto. Wherever reference is made to the “Act”, it shall mean the Corporations Act (Ontario), and every other act or statute incorporated therewith or amending the same, or any act or statute substituted therefor. Unless the context otherwise requires, all words used in this by‑law shall have the meanings given to such words in the Act.
Appendix
The Extract from SOO’S LETTERS PATENT
The objects for which the corporation is to be incorporated
The objects for which the Corporation is to be incorporated are:
(a) to ensure that all persons with an intellectual disability can with proper instruction and encouragement, enjoy learn and benefit from participation in individual and team sports and competition activity, adapted as necessary to meet the needs appropriate to their age and ability;
(b) to promote, sponsor and facilitate the participation of persons with an intellectual disability in fitness, athletic, competitive activities that exist in the community;
(c) to promote, sponsor and support, through existing sport governing bodies and other organizations, qualified instruction in specialized sport training for persons with an intellectual disability who are not yet able to participate fully in existing programs;
(d) to promote, sponsor and conduct local, area and provincial athletic competitions for persons with an intellectual disability;
(e) to support and engage in special athletic events and competitions at the national and international levels persons with an intellectual disabilities;
(f) to promote, in cooperation with other persons or organizations, public awareness in the area of intellectual disability;
(g) to solicit, receive and hold contributions of money and property for the objects of the Corporation; to sell or convert any property into money from time to time; to invest and reinvest any principal in investments authorized by law for the investment of trust funds; and to disburse and distribute such money and property in furtherance of the objects of the Corporation; and
(h) for the objects aforesaid, to carry on printing, publishing, motion picture and television production and to sell and distribute literature, films and materials pertaining to persons with an intellectual disability or in their interest.