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BY-Law NO.1
(Amended Sunday February, 15th 2009)
A by-law relating generally to the transaction of the business and affairs of
OTTAWA SENATORS RUGBY CLUB INC.
(A Corporation without Share Capital)
1. HEAD OFFICE
The Head office of the Corporation shall be in the City of Ottawa, and Province of Ontario, at such place therein as the directors may from time to time determine.
2. SEAL
The seal, an impression whereof as stamped in the margin hereof, shall be the corporate seal of the Corporation.
3. BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by a Board of eight (8) directors, each of whom at the time of his election or within ten (10) days thereafter and throughout his term of office shall be a member of the Corporation. Each director shall be elected to hold office until the end of the first annual meeting after he shall have had been elected or until his successor shall have been duly elected and qualified. The whole board shall be retired at each annual meeting but shall be eligible for re-election if otherwise qualified. Election may be by a showing of hands unless a ballot be demanded by at least two members who are present. The members of the Corporation, may by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, removes any director before the expiration of his term of office and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
4. VACANCIES - BOARD OF DIRECTORS
Vacancies on the Board of Directors held or caused may so long as a quorum of directors’ remains in office be filled by the directors from among the qualified members of the Corporation. But if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.
5. QUORUM AND MEETINGS - BOARD OF DIRECTORS
A majority of the directors shall form a quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its meeting at such place or places as it may from time to time determine. No final notice of any such meeting shall be necessary if all the directors are present or if those absent have signified their consent to the meeting being held in their absence. Notice of such meeting shall be delivered by telephone or any other method to each director not less than one (1) day before the meeting is to take place. The directors may consider or: transact any business, either special or general at any meeting of the board.
6. ERRORS IN NOTICE -BOARD OF DIRECTORS
No error or omission in giving such notice for a meeting of the directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such given, remove any director before the expiration of hi6 term of office and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
7. VOTING -BOARD OF DIRECTORS
Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote shall not have a second casting vote. In the absence of the president, these duties may be performed by the Treasurer or such other director as the Board may from time to time appoint for the purpose.
8. POWERS
The 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, may exercise all such other powers and do all such other;" acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
9. RENUMERATION OF DIRECTORS
The directors shall receive no remuneration for acting as such.
10. OFFICERS OF THE CORPORATION
There shall be a President; Secretary; Treasure; Team Captain; Fixtures Secretary; Social Secretary; Communications and Recruitment Coordinator and Past President . The officers shall be members of the Board of Directors and shall be elected with the exception of the past president, in the order shown, during the time allocated at the A.G.M. for the election of the Board of Directors.
11. DUTIES OF PRESIDENT
The President shall, when present, preside and chair all meetings of the members of the Corporation and the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President, with the Secretary, or other officer appointed by the Board for the purpose, shall sign all by-laws and membership certificates. During the absence or inability of the President, his duties and powers may be exercised by the Treasurer or such other director as the Board may from time to time appoint for the purpose.
12. DUTIES OF SECRETARY
The Secretary shall attend all meetings of the Board of Directors and record all facts and minutes of proceedings in the books kept for that purpose. He shall be Custodian of all books, paper, records, correspondence, contracts and other documents belonging to the Corporation. He shall perform such other duties as may from time to time be determined by the Board of Directors. The Secretary shall give or cause to be given, all notices required to be given to the members and officers of the Corporation.
13. DUTIES OF TREASURER
The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation on proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers thereof, or whenever require of him, an account of all his transactions as Treasurer and of the financial position of the
Corporation. He shall also perform such other duties as may from time to time be determined by the Board of Directors. The office of Treasurer and Secretary may be held by one person.
14. DUTIES OF TEAM CAPTAIN
The Team Captain shall be in charge of organizing teams that have been selected to represent the Corporation. These duties shall include (but not limited to): ensuring members are informed of their selection as well as the time and place of the game; and monitoring the on field conduct of members.
15. DUTIES OF THE FIXTURES SECRETARY
The Fixtures Secretary shall be primarily responsible for organizing the Corporation's game schedule: arranging for fields and referees; and confirming the time and location of games with opposing teams.
15.1 DUTIES OF SOCIAL SECRETARY
The Social Secretary shall plan and co-ordinate social events and prepare a proposal of events and budget for the consideration / approval of the Officers, prepare and circulate information for each event as required, and. arranges for the charter or leasing of buses of other transportation for events as required.
15.2 DUTIES OF COMMUNICATIONS AND RECRUITMENT COORDINATOR
The Communications and Recruitment Coordinators shall assist in the collection of membership fees, and provide these funds to the Treasurer; sign and issues membership cards; record and maintain a yearly Club Membership List with an electronic database and provide updates as required; provide regular updates to the membership regarding both social and fixture events employing a variety of mediums as necessary, (including regular email contact), and maintains liaison with other local clubs in order toavoid conflict, to encourage social interplay between clubs, and to actively recruit new members graduating from those other local clubs.
15.3 DUTIES OF PAST PRESIDENT
The Past President shall act in an advisory capacity to the current Executive Committee and in promoting membership in the Club. The Past President is not an elected position, but one to which the President succeeds. The length of the Past President’s term is dependent upon that of the current President, but shall not be less than one year in length.
16. BOOKS AND RECORDS
The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
17. EXECUTION OF DOCUMENTS
Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by either the President or Treasurer and by the Secretary or by any other Director or officer appointed by the Board of Directors.
Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which any particular instrument, contract or obligations of the Corporation may or shall be executed.
18. MEMBERSHIP
The membership shall consist of the applicants for the incorporation of the Corporation and such other individuals and such Corporations and other legal entities as are admitted as members by the Board of Directors. Members may resign by resignation in writing which shall be effective upon acceptance thereof by the Board of Directors. In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable to him to the Corporation prior to acceptance of his resignation.
"A member in good standing" shall be defined as one who has paid, or has arranged to pay to the satisfaction of the Board of Directors, all dues, fees and other debts owing by him to the Corporation. A person, whose membership has been suspended, by the Board of Directors, is not a member in good standing and shall not be until the suspension has been lifted. Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Members practicing with the Club, or playing in Club organized fixtures must be registered with a recognized rugby association.
Whereas, the Team Captain is responsible for monitoring the on-field conduct of playing members, (Article 14), if the President considers a member's off-field behaviour at a Club related function to be unacceptable, the President will explain to the member why the behaviour has been found to be unacceptable and will ask the member to refrain from behaving in this way.
The President may also, in his judgment, immediately restrict or suspend the membership privileges of any member for just cause for an appropriate period. In any case of alleged poor behaviour by a member, the matter will subsequently be brought to the attention of the Board, as a whole, for consideration and possible action. The Board defines unacceptable behaviour as behaviour that is abusive, threatening, lewd, intimidating, discriminatory or otherwise inappropriate.
The Board has the power to revoke membership in the Club for unacceptable on and off field behaviour by giving notice to the member of the behaviour it considers to be unacceptable and providing the member with the opportunity to explain him or herself to the Board before rendering a final decision.
19. DUES
There shall be no dues or fees payable by members except such if any, as such from time to time be fixed by unanimous vote by the Board of Directors, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting. The Secretary shall notify the members of the dues or fees at any time payable by them and if any are not paid within thirty (30) days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Corporation.
20. ANNUAL OR OTHER MEETINGS OF MEMBERS
The annual or any other general meeting of the members shall be held at the head office of the Corporation or (?) and on such day as the Directors shall appoint for the purpose of hearing and receiving the reports and statements of the officers of the Corporation. The Secretary shall provide each member of the Corporation who is in good standing a minimum of fourteen days written notice of an annual or other general meeting. An Annual General Meeting will be held within one month of the end of the fiscal year.
21. QUORUM OF MEMBERS
One quarter of the members present in person or represented by proxy shall form a quorum for the transaction of business. Votes by proxy may be given in writing to the Secretary or to a member in good standing to handle as they deem suitable. The Secretary must be notified in writing of those members receiving proxy votes at least seven days prior to the said meeting.
22. VOTING MEMBERS
Subject to the provisions, if any contained in the letters patent each member of the Club shall at all meetings. be entitled to one (1) vote. No member shall be entitled to vote at meetings of the Club unless he is in good standing. At all meetings of members all matters shall be decided by a majority vote unless otherwise required by the by-laws of the Club. Amendments to the by-laws of the Corporation shall require the votes of three-quarters (3/4) of the members. Every question shall be decided by a show of hands unless a ballot is demanded by at least two voting members who are present. In the case of an equality of votes at any general meeting, the Chairman shall be entitled to a second or casting vote.
23. FINANCIAL YEAR
The fiscal year of the Corporation shall be terminated on the 31st day of December in each year.
24. CHEQUES, ETC.
All cheques, bills of exchange or other orders for the payment of monies, notes, etc., shall be signed by such officer or officers of the Corporation and in such manner shall from time to time be determined by resolution of the Board of Directors. Anyone of such officers so appointed may arrange, elsewhere in Ontario as the Board of directors may determine set out balance and certify all books and accounts between the Corporation and the Corporation’s bankers.
25. BORROWING BY THE CORPORATION
The directors may from time to time borrow money on the credit of the Corporation or issue, sell or pledge securities of the Corporation, or charge, mortgage 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 debts or any other obligations or liability by the Corporation.
Passed by the Board of Directors and sealed with the corporate seal this 15th day of February, 2009.
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PRESIDENT SECRETARY