This is a by-law relating to the transactions of the affairs of Mississauga Sports Council, a corporation without share capital, incorporated under the Ontario Corporations Act. _______________________________________________________________________
BE IT ENACTED as a by-law of the Mississauga Sports Council (the "Corporation") as follows:
1. (1) In this by-law and all other by-laws and resolutions of the Corporation unless the context otherwise requires:
(a) "Board" means the board of directors of the Corporation;
(b) "Corporation" means Mississauga Sports Council;
(c) "documents" include 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, bonds, debentures or other securities and all paper writings;
(d) "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;
(e) "MSC" means the "Mississauga Sports Council";
(f) “Mail” includes: interoffice, courier, Canada Post and electronic correspondence.
(g) “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;
(h) "Chair" means the chair of the Board or President;
(i) "Corporation" means Mississauga Sports Council that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
(j) "Director" means an individual occupying the position of director of the Corporation by whatever name he or she is called;
(k) "Member" means a member of the Corporation;
(l) "Officer" means an officer of the Corporation:
(m) Meetings of the corporation, including Board, Members (including AGM), and committees, may be held by telephone, electronic or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other at the same time, and a Director, member or individual who, through those means, votes at the meeting, or establishes a communications link to the meeting is deemed to be present at that meeting.
(n) Force Majeure (French for "superior force") is a contract provision that allows MSC Board to suspend, amend or terminate the performance or delivery of its obligations when certain circumstances beyond their control arise, making performance inadvisable, commercially impracticable, illegal, or impossible.
(2) All terms defined in the Corporation Act have the same meanings in this by-law and all other by-laws and resolutions of the Corporation.
2. The head office of the Corporation shall be in the City of Mississauga, in the Province of Ontario, and at such place therein as the Board may from time to time determine.
3. The seal which is impressed hereon shall be the corporate seal of the Corporation.
4. Board of Directors
(a) The affairs of the Corporation shall be managed by a Board of ten (10) directors each of whom, at the date of his election, or within (10) days thereafter and throughout his term in office, shall be a member of the Corporation.
(b) Five (5) directors of the Corporation shall be elected in the following manner: A director shall be elected by the members of the Corporation for a period of two (2) years and for successive two (2) year periods thereafter. Each director shall retire at the 2nd Annual General Meeting following their election, but shall be eligible for re-election.
(c) Five (5) directors of the Corporation shall be elected in the following manner: A director shall be elected by the members of the Corporation for a period of two (2) years and for successive two (2) year periods thereafter, with a one year offset from the directors elected in 4.(b). Each director shall retire at the 2nd Annual General Meeting following their election, but shall be eligible for re-election.
(d) All directors who are elected to hold office shall be elected by members on a show of hands unless a poll is demanded and if a poll is demanded the election shall be by ballot. Directors who are elected shall be eligible for re-election if otherwise qualified.
(e) All directors shall be members of the Sports Council within 30 days of accepting the position.
5. Honorary Members
Honorary members shall be appointed by the Board, but shall not be entitled to vote at, but shall be entitled to notice of meetings of the directors and members of the Corporation; they shall not participate in any distribution of the property of the Corporation upon dissolution of the Corporation; and they shall not be required to pay any membership fees or dues. Honorary member categories are as follows:
(a). Honorary Members of the Mississauga Sports Council Shall be entitled to attend any meeting of members and shall be entitled to one vote at any such meeting.
(b.) Honorary Life Member of the Board of Directors of the Mississauga Sports Council Shall be entitled to attend any meeting of members and shall be entitled to one vote at any such meeting. Shall be entitled to attend any meeting of the Board of Directors but shall not be entitled to vote at any such meeting.
(a) shall be at least eighteen (18) years of age;
(b) shall not be an undischarged bankrupt or an incompetent person;
(c) shall be a resident of Mississauga, own a business in Mississauga, or be employed in Mississauga.
(d) shall be a Canadian citizen or have attained his landed immigrant status.
So long as a quorum of the directors remains in the office, the position on the Board may be filled by the directors from among the qualified members of the Corporation. If no quorum of directors exists, the remaining directors shall forthwith call a general meeting of members to fill the vacancies on the Board.
8. Removal of Directors
The members may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intentions of pass the resolution has been given, remove any director prior to the expiration of his term of office, and may, by a majority of the votes cast as that meeting, elect any person in his stead for the remainder of his term.
9. (1) Quorum
A quorum for the transaction of business at meetings of the Board shall be a majority.
Meetings of the Board and of the executive committee of the Board (if any), may be held at any place within the City of Mississauga.
Notice of the Board meetings shall be delivered, mailed or telephoned to each director not less than two (2) days before the meeting is to take place. The statutory declaration of the President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.
(4) Regular Meetings
The Board may appoint one or more days in each year for regular meetings of the board at a place and timed named; no further notice of the regular meetings need be given. The board shall hold a meeting within seven (7) days following the annual meeting of the Corporation for the purpose of organization, the election and appointment of officers and the transaction of any other business.
Questions arising at any meeting of the Board shall be decided by majority vote. At all meetings of the Board, every question shall be decided by a show of hands unless a poll on the question is required by the Chairman or requested be any director. A declaration by the President that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
11. Remuneration of Directors
The directors of the Corporation shall serve without remuneration.
12. Indemnities to Directors
Every director or office of the Corporation and his heirs, executors and administrators, and estate and effect, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Corporation, from and against.
(a) all costs, charges and expenses whatsoever which the director sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office; and
(b) all other costs, charges and expenses which he sustains or incurs, in or about or in relation to the affairs thereof, except the costs, charges or expenses occasioned by his own willful neglect or default.
13. (1) Protection of Directors and Officers
No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency of any security in or upon which any of the money of or on behalf of 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, 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 respective office or trust or in relation thereto unless the same shall happen by or through his own wrongful and willful act or through his own wrongful or willful neglect or default.
(2) Responsibility for Acts
The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction or whether or not made, except such as shall have been submitted to and authorized or approved by the Board of directors.
(3) Force Majeure In the event a Force Majeure is invoked, the board may, by resolution passed by at least two-thirds (2/3) of the votes cast, take any and all necessary steps/actions to ensure that the viability and continuity of MSC can be maintained. Further, all such resolutions shall be brought before the membership at the next AGM.
The Board shall annually, or as often as may be required, elect a President and appoint such officers as required. All officers shall be members of the Corporation but no officer except the President, Vice-President, Secretary or Treasurer need be a director. The Board may appoint other officers and agents as it considers necessary and all officers shall have the authority and perform the duties from time to time prescribed by the Board. The Board may also, at its direction, remove any officer of the Corporation by a vote of Directors with 75% majority.
The President shall, when present, preside at all meetings of the Board and members. The President shall supervise the affairs and operations of the Corporation, sign all documents requiring his signature and have the powers and duties from time to time prescribed by the Board or incident to his office.
15A. Past Chairman/President
Position of the retiring Chairman/President of the Sports Council, unless he declines the post in writing, in which case the members of the Board may appoint a replacement Director for a year until the next Annual General Meeting. At that time the Directors have the right to elect someone to replace the Past Chairman/President. The Past Chairman/President will have a vote.
16. Vice President
In the absence of the President the Vice President shall, when present, preside at all meetings of the Board and members shall in the President's absence have all the powers and duties of the President.
The Secretary shall be ex officio clerk of the Board and shall attend all meetings of the Board and of the executive committee of the Board, (if any), to record all facts and minutes of those proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to directors. He shall be the custodian of the corporate seal of the Corporation and of all books, papers, records, correspondence and documents belonging to the Corporation and shall perform the other duties from time to time prescribed by the Board or incident to his office.
The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in the bank or banks from time to time designated by the Board. He shall disburse the funds of the Corporation under the direction of the Board, taking proper vouchers therefore and shall render to the Board, whenever required by him, an account of all his transactions as Treasurer and of the financial position of the Corporation. He shall co-operate with the auditors of the Corporation during any audit of the accounts of the Corporation and perform the other duties from time to time prescribed by the Board or incident to his office.
19. Other Officers
The duties of all other officers of the Corporation appointed by the Board shall be such as the terms of their engagement call for or the Board prescribes.
20. Qualification For Membership
Membership in the Corporation shall consist of the applicants for incorporation of the Corporation and any person of the age of majority who lives in the City of Mississauga, owns a business in the City of Mississauga, works in the City of Mississauga, or is a member of a City of Mississauga affiliated group and who pays the membership dues.
21. Termination of Membership
A membership in the Corporation is not transferable and automatically terminates upon the happening of either a), b) or c) of the following events:
a) if the person ceases to live in Mississauga, own a business in Mississauga, work in Mississauga and be a member of a City of Mississauga affiliated group; or
b) if the person resigns as a member of the Corporation; or
c) if the person fails to pay membership dues, if any, within thirty (30) days of the date of receiving notice from the Secretary of the Corporation that such is in default.
22. Membership Dues
Membership dues may only be levied if authorized by the unanimous agreement of the Board of Directors. Notice of an assessment shall be mailed to each member.
23. Liability of Members
Members shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter of thing relating to or connected with the Corporation.
24. Membership Application
All applications for membership shall be subject to the approval of the Board of Directors.
MEETINGS OF MEMBERS
25. (1) All meetings of the members may be held in person, or using telephonic, electronic or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other at the same time, and therefore, are considered to be in attendance ((reference 1. (1) (m)).
(2) Annual Meeting
The annual meeting of the members shall be held each year within the City of Mississauga, at a time, place and date determined by the Board, for the purpose of:
a) hearing and receiving the reports and statements required by the Corporations Act to be read at and laid before the Corporation at an annual meeting;
b) electing directors
c) appointing the auditor and fixing or authorizing the Board to fix his remuneration; and
d) for the transaction of any other business properly brought before the meeting.
(3) General Meeting
The Board may at any time call a general meeting of members for the transaction of any business, the general nature of which is specified in the notice calling the meeting. A general meeting of members may also be called by the members as provided in the Corporations Act.
26. Notice of Meetings
Notice of the time, place and date of meetings of members and the general nature of the business to be transacted shall be given at least twenty one (21) days before the date of the meeting to each member (and in the case of an annual meeting to the auditor of the Corporation) by sending by prepaid mail in accordance with 1.(1) (f).
27. Quorum of Members
A quorum for the transaction of business at any meeting of members, shall consist of not less than 25% of the members present in person or represented by proxy, provided that, in no case can any meeting be held unless there are three (3) members present in person. No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of such meeting.
28. (1) Voting By Members
Unless otherwise required by the provisions of the Corporations Act, all questions proposed for consideration at a meeting of members shall be determined by a majority of the votes cast by members who shall each be entitled to one vote. In the case of an equality of votes, the Chairman presiding at the meeting has a second or casting vote.
(a) Every member, (including a corporate member), entitled to vote at meetings of members may by means of proxy appoint a person who need to be a member as his nominee, to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy shall be in writing, shall be executed by the member or his attorney authorized in writing, (or if the member is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized) and ceases to be valid one year from its date. Subject to the requirements of the Corporations Act, a proxy may in such a form as the directors from time to time prescribe or in such a form as the Chairman of the meeting may accept as sufficient, and shall be deposited with the Secretary of the meeting before any vote is passed under its authority, or at such earlier time and in such manner as the Board may prescribe.
b) No person who has been appointed by means of a proxy as a nominee of a member pursuant to 27(2)(a) may hold the proxy of more than one member.
(3) Show of Hands
At all meetings of members every question shall be decided by a show of hands unless a poll is required by the Chairman or requested by any member. Upon a show of hands, every member or proxy holder present in person shall have one vote. Whenever a vote by show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chairman that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Corporation is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
If at any meeting a poll is requested on the election of a Chairman or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the manner and either at once or later at the meeting or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn at any time prior to the taking of the poll.
29. Chairman In the absence of the Chairman and a director, the members present at any meeting of members shall choose another member as Chairman.
Any meetings of the Corporation may be adjourned to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjourned meeting.
EXECUTION OF DOCUMENTS:
31. Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the Chair and/or, Treasurer and/or other two (2) and the Executive Director and all documents so signed are binding by the Corporation without any further authorization or formality.
32. Books and Records
The Board shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute are regularly and properly kept.
33. Banking Arrangements
The Board shall designate, by resolution, the officers and other persons authorized to transact the banking business of the Corporation, or any part thereof, with the bank, trust company, or to other corporation carrying on a banking business that the Board has designed as the Corporation's banker, to have the authority set out in the resolution, including, unless otherwise restricted, the power to,
(a) operate the Corporation's accounts with the banker;
(b) make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;
(c) issue receipts for an orders relating to any property of the Corporation;
(d) execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and
(e) authorize any officer of the banker to do any act or thing on the Corporation's behalf to facilitate the banking business.
34. (1) Borrowing by the Corporation
Subject to the limitations set out in the by-laws or in the Letters Patent of the Corporation, the board of Directors may,
(a) borrow money on the credit of the Corporation;
(b) issues, sell or pledge securities of the Corporation; or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation,
provided that, except where the Corporation borrows on the security of its real or personal property, its borrowing power shall be limited to borrowing money for current operating expenses.
(2) From time to time the Board may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the money so borrowed or to be borrowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
35. Financial Year
The financial year of the Corporation shall terminate on the 31st day of December in each year or on such other date as the Board may from time to time by resolution determine.
36. Computation of Time
In computing the date when notice must be given under any provision of the by-laws requiring a specified number of days' notice of any meeting or other event, the date of giving the notice is, unless other provided, included.
37. Omissions and Errors
The accidental omission to give notice of any meeting of the Board or members or the non-receipt of any notice by any director member or by the auditor of the Corporation or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceeding taken at the meeting. Any director, member or the auditor of the Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.
DISSOLUTION OF ASSETS
38. Dissolution Clause
If at any time the operations of the corporation cease to exist, the assets of the corporation shall be held in trust by the City of Mississauga, Recreation and Parks Department.
39. (1) Conflict of Interest
All Directors and Officers will make decisions fairly, impartially, and promptly, considering all available information, legislation, policies and procedures, and will declare a conflict of interest and refrain from voting when a conflict of interest occurs, even if it is perceived by the majority of the board.
A Director, Officer or member of a committee or its sub-committee, who has an interest or who may be perceived as having an interest in a proposed contract or transaction with Mississauga Sports Council (MSC) will comply with the Act and MSC’s policies and will disclose fully and promptly the nature and extent of such interest to the Board of committee, as the case may be, will refrain from voting or speaking in the debate on such contract or transaction, will reframe from influencing the decisions on such contract or transaction, and will otherwise comply with the requirement of the Act regarding conflict of interest.
(2) Conflict Resolution
MSC staff, volunteers and members, shall adhere to the Conflict Resolution process and policy as approved by Board of Directors. Any member of the organization may initiate the Conflict Resolution process by communicating in writing to MSC the nature and facts of the conflict. The MSC, at its discretion, may proceed with the Conflict Resolution process by assigning one or more neutral persons to the review. The MSC shall make available to any member the Conflict Resolution process when requested.