BY-LAW NUMBER 1
A By-law relating to transaction of the affairs of:
Searchmont Ski Association Inc.
of Sault Ste Marie & Area
ARTICLE 1
INTERPRETATION
1.01DEFINITIONS
In this by-law and special resolutions of the Corporation, unless the context otherwise requires:
“Act” means the Corporations Act of Ontario, and any Act that may be substituted therefore, as from time to time amended;
“Board” means the Board of Directors of the Corporation;
“Business Day” means any day, other than a Saturday, Sunday or a statutory holiday;
“By-laws” means this By-Law and all other By-Laws of the Corporation from time to time in force and effect;
“Corporation” means the Corporation incorporated as a corporation without share capital under the Act by Letters Patent dated the 3rd day of October, 2001 and named Searchmont Ski Association Inc.;
“General Member” shall have the meaning described thereto in Section 3.01;
“Honourary Member” shall have the meaning described thereto in Section 3.01;
“Letters Patent” means the letters patent incorporating the corporation as from time to time amended by supplementary letters patents;
“Mountain Member” shall have the meaning described thereto in Section 3.01;
“Non-participant Member” shall have the meaning described thereto in Section 3.01;
“Special resolution” means a resolution passed by a majority of the Board of Directors and confirmed by two-thirds majority of votes cast at a meeting of members.
ARTICLE 2
BUSINESS OF THE CORPORATION
2.01PURPOSE
The purpose of the Corporation is to utilize the facilities for the benefit and enjoyment of the Members. The objects of the Corporation are set out in the Letters Patent.
2.02HEAD OFFICE
The head office of the Corporation shall be where the Letters Patent indicate in the Province of Ontario or such other place in Ontario as may be determined from time to time by special resolution.
2.03SEAL
The Corporation shall have a seal on which its name is engraved in legible characters.
2.04BOOKS AND RECORDS
The directors shall see that all 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.
At a minimum, the following records shall be kept at the head office of the Corporation or at such other place as the directors may from time to time by resolution determine:
a)a copy of those documents which created the Corporation and all by-laws of the Corporation;
b)the names of all members eligible to vote;
c)the names and addresses of all persons who are directors, with the dates on which each became or ceased to be a director;
d)minutes of all proceedings at meetings of the members and meetings of the Board of Directors, and
e)proper accounting records with respect to all financial and other transactions of the Corporation.
2.05FINANCIAL YEAR-END
Unless the directors otherwise determine by resolution, the financial year of the Corporation shall end on April 30th in each year.
The financial year-end statement will be available to the members for viewing at the registered office and members may request a copy free of charge.
ARTICLE 3
MEMBERSHIP
3.01Membership in the Corporation shall consist of the following:
a)Mountain Member. A Mountain Member shall be a member in good standing that is enrolled in the Mountain Member program and who is entitled to certain benefits as outlined and amended from time to time.
b)General Member. A General Member is an adult season pass holder in good standing and shall have paid for his/her seasons pass prior to December 31 in each season and who is entitled to certain benefits as outlined and amended from time to time.
c)Non-Participant Member. A Non-Participant Member shall have purchased a daily ticket or purchased services from or has a general interest in the Corporation.
d)Honourary Member. A Honourary Member shall be any one or more individual who have distinguished themselves in the cause of skiing and who are named from time to time by the Board of Directors to be named a Honourary Member and who is entitled to certain benefits as outlined and amended from time to time.
3.02NOTICE OF MEETINGS
Notice in writing of the time and place of each meeting of members shall be given, not less than twenty-one (21) days before the day on which the meeting is to be held, to the directors and each Member entitled to vote at the meeting. Notice of a special general meeting of members shall state the nature of the business to be transacted in sufficient detail to permit the members to form a reasoned judgment thereon. Notice of each meeting of members shall include a statement advising Members that they have the right to vote by proxy.
3.03 QUORUM
Except as otherwise provided by the Act, or by the letters patent or by any other by-law of the Corporation, in order to constitute a quorum for the transaction of business at any meeting of the members, there shall be present, in person or by proxy, at least ten (10) voting members.
3.04Voting
Members or their proxy should be entitled to vote upon questions put to any such meetings and voting shall be in accordance with the following formula:
a) Mountain Members:2 Votes
b) General Member: 1 Vote
c) Non-Participant Member: 0 Votes
d) Honorary Member: 1 Vote
3.05pRESIDENT, Secretary and Scrutineers
The President, or his appointee shall be Chairperson of any meeting of members. If no such officer is present within fifteen (15) minutes from the time fixed for holding the meeting, the members present and entitled to vote at the meeting shall choose one of their numbers to be Chairperson. The Chairperson shall appoint some person, who need not be a member, to act as Secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by resolution or by the President, with the consent of the majority of votes cast at the meeting.
3.06Votes to Govern
At any meeting of members every question shall, unless otherwise required by the letters patent, the by-laws, the Act or other legislative requirements, be determined by a majority of the votes cast on the question.
3.07Show of Hands
At any meeting of the members, unless a ballot is demanded, any vote may be taken by a show of hands. The declaration of the Chairperson that a resolution has been carried, or carried unanimously or by a particular majority, or lost, and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.
3.08Proxies
A Member may appoint any designate as its delegate for any Meeting of the Corporation. Such delegate or delegates must present his proxy at the opening of any Meeting of the Corporation, signed by all members they represent. However, no one delegate or delegates may carry more than 20% of the total votes capable of being represented in person or by proxy at the Meeting of the Corporation. In the event that a delegate or the delegates carry more than the said 20% of the votes, then his or their voting power shall be reduced to 20% of the total vote. A Member shall be entitled to vote only if such member has made payment of all and any fees or assessments levied against that Member under and pursuant to these By-laws.
3.09Number of Members
The number of Members of the Corporation in any calendar year shall be the aggregate number of Mountain, General, Non-participant and Honourary Members.
3.10Annual Member Fees
Each Member of the Corporation shall pay annual fees in such amounts and on such times as shall be established by the Board of Directors from time to time.
3.11CONDUCT OF MEMBERS
Members of the Corporation are committed to the mission and goals of the Corporation as stated from time to time and will act in such a way as to support the Corporation in endeavors to the best of their ability.
All Members shall at all times while on the Corporation's property:
a)participate in all sports safely and under control with due concern for the safety of others;
b)obey all By-laws, Rules and Regulations of the Board and all notices or directions posted on the Corporation's property, as are from time to time in effect;
c)conduct themselves with due regard to the safety and comfort of persons using the Corporation's property and the safety of the property;
d)refrain from acting discourteously towards other people or in any manner that will materially detract from their enjoyment of the Corporation's property;
e)not permit anyone else to have or use his membership badge or membership card; and
f)abide by similar rules when visiting any resort or corporation that provides reciprocal services or benefits.
3.12DISCIPLINE
If any Member shall be adjudged by the Board to have contravened any By-law or other Rule or Regulation of the Corporation or to be guilty of any conduct or action which the Board in its absolute discretion deems unbecoming a Member, inconsistent with the objects of the Corporation or detrimental to the interests of the Corporation or to the public, the Board may impose any or more of the following penalties:
a) a reprimand;
b) suspension of any of the privileges of membership (including use of some or all of the Corporation's property or the right to have guests) for such period or periods and upon such conditions, if any, as the Board may determine;
c) suspension of the privileges of being a guest at theCorporation’s property for such periods and upon such conditions, if any, as the Board may determine;
d) suspension of membership for such period or periods and upon such conditions, if any, as the Board may determine;
e) expulsion as a Member; or
f) termination of the privilege of being a guest at the Corporation.
ARTICLE 4
BOARD OF DIRECTORS AND OFFICERS
4.01BOARD SIZE
The affairs of the Corporation shall be managed by the Board of Directors. The number of directors shall be 7, until changed by the Board of Directors by special resolution and by by-law.
4.02CODE OF CONDUCT
A code of conduct as approved by the Board of Directors from time to time will set out standards by which the Board of Directors shall govern the Corporation.
4.03QUALIFICATIONS
Each person shall be qualified for election or appointment as a director if eighteen (18) years of age or older and a Mountain, General or Honourary member in good standing of the Corporation.
4.04TERMS OF OFFICE
The election of directors shall take place at each annual meeting of the members or such other general meeting, if required. Directors shall be elected to hold office for a term expiring not later than the close of the third annual meeting of the members following their election. Directors shall be eligible for re-election to the Board for an additional two terms, to a maximum term of office expiring not later than the close of the ninth annual meeting of members following their initial election. Any director who has ceased to hold office for a minimum of one (1) year shall again be eligible for re-election to the Board for an additional term to a maximum term of office expiring not later than the close of the ninth annual meeting of members following such re-election, and so on from time to time.
4.05VACATION OF OFFICE
Each Director shall hold office as a Director until:
a)He resigns the office of Director by delivering his/her resignation in writing to the President of the Board;
b)He is found to be of unsound mind by a court of competent jurisdiction;
c)He dies or becomes otherwise incapable of acting as a Director; or
d)He is removed by the other Directors because he is absent from more than three (3) consecutive meetings unless there is valid reason for such absenteeism and the remaining Directors consent.
e)A board member will be asked to resign in accordance with board policies on roles and responsibilities and code of conduct. In order to remove a board member the policy on improper conduct or removal of a board member will be adhered to.
If any of the conditions in a) to d) are met, the Board may, upon a majority, take such action by way of removal or suspension of such Director and the appointment of such replacement or replacements as may be required for the proper discharge of the Board’s responsibility.
In the event that a vacancy in the Board of Directors occurs due to one of the events in a) to d) in clause 4.05, the Directors remaining in office may fill such vacancy or vacancies in the Board until the next annual general meeting. The term of the vacancy or vacancies shall be the unexpired term of his predecessor.
4.06QUORUM FOR THE BOARD
A quorum of the Board for the conducting of business shall be a majority of the Board present in person, by teleconference or other electronic means.
4.07REMUNERATION
The Directors shall receive no remuneration for acting as such, however, the Directors may receive, by way of reimbursement or in advance, an amount equal to the amount of the expenses reasonably and properly incurred by them in attending meetings of the Board or any committee. No Director shall receive any amount for any such expenses unless and until the Board has authorized the amount and receipt thereof and it is hereby expressly provided that no director has any right to receive any amount for any expenses unless and until the Board has authorized the amount and receipt thereof by such director.
4.08NOMINATIONS FROM THE FLOOR
Additional nominations for one or more Directors to be elected at an annual meeting may be made by any voting member and seconded by another voting member, and accepted verbally or in writing by the person nominated.
4.09PROTECTION OF DIRECTORS
Every Director of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and their heirs, executors and administrators, estates and estate trustees, 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 such Director or other person sustains or incurs in or about any action 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 or in respect of any such liability;
(b) all other costs, charges and expenses which he sustains or incurs in or about or in relation of the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
No Director 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 for joining in any receipt of 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 order of the Board of Directors for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own willful act or his own willful default.
4.10DISCLOSURE OF INTEREST/CONFLICT
Every Director of the Corporation who is a party to a material contract or transaction or a proposed material contract or transaction with the Corporation or who is a director or an officer of, or has a material interest in, any entity who is a party to a material contract or transaction, or a proposed material contract or transaction with the Corporation, shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Every Director, as well, must disclose to Board members as to any direct family members that are competitors, coaches, or officials. The Chair shall ensure that all direct family conflicts have been disclosed. Such Director shall not vote on any resolution.
4.11OFFICERS OF THE CORPORATION
There shall be a President, Vice-President, a Secretary, a Treasurer and a Manager and such other officers as the Board of Directors may determine by way of a by-law from time to time. One person may hold more than one office except the offices of President and Vice-President. The President, Vice-President, Secretary, and Treasurer shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual election of such Board of Directors, to hold term of one year or until the annual meeting following his appointment, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected. The other officers of the corporation need not be members of the Board and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the Board.
4.12DUTIES OF PRESIDENT AND VICE-PRESIDENT
The President shall, when present, preside at all meetings of the members of the Corporation and of the Board of Directors. 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 Vice-President and if the Vice-President, or such other Director as the Board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with the reference thereto.