Constitution of the

VANKLEEK HILL CURLING CLUB

 

By Law No 1
A by-law relating generally to the conduct of the affairs of VANKLEEK HILL CURLING CLUB.
BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of VANKLEEK HILL CURLING CLUB (hereinafter called the “Corporation”) as follows.
Head Office Seal Members Directors
Meeting of Directors Protection of Directors Meeting of  members Notice of meeting
Voting at meeting Quorum Officers Committees
Voting shares and securities Custody of securities Cheques drafts  notes Execution of instruments
Fiscal Year Interpretation  Fees, termination &  suspension Advisory board

By Law No 2
Banking By Law

By Law No 3
 Borrowing By-law



Head Office

The head office of the Corporation shall be in the Town of Vankleek Hill, in the province of Ontario (subject to change by special resolution) and at such place within the municipality in Ontario where the head office is from time to time situated as the Directors of the Corporation may from time to time by resolution fix.

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Seal

The seal, an impression hereof is stamped in the margin hereof, shall be the seal of the Corporation.

 

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Members

 Membership in the Corporation shall be of five (5) distinct classifications.


 Active
Such member shall be entitled to take part in the sport of curling, has a right to vote at all general meetings called by the Directors and to enjoy all of the social privileges and facilities that the Club may offer from time to time.

 Associate
Associate membership entitles the member to take part in the social activities of the Corporation without any right to vote.

 Honorary
The voting members as a majority may from time to time at a general meeting confer upon any individual over the age of eighteen (18) years, the status of honorary member. There shall be no voting privilege attached to this classification of membership and an honorary member will not be expected to pay any membership fee.

 Honorary Life
The voting members as a majority at a general meeting may have the title of honorary life member upon any person who had reached the age of seventy (70) years and who has been a playing member of either the Vankleek Hill Curling Club or the Corporation for a minimum of fifteen (15) curling seasons. All rights and privileges granted to active members will be conferred upon an honorary life member and there shall be no fee payable by the honorary member.

 Junior
Such membership includes persons between the age of fourteen (14) and eighteen (18) years respectively. There shall be no voting privileges attached to such membership and all junior members will be advised as to the restrictions placed upon them in the use of the curling club facilities.

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Directors

 The affairs of the Corporation shall be managed by the Board of Directors who may be known and referred to as Trustees and who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the bylaws or any special resolution of the Corporation or by statute expressly directed or required to be done by the Corporation at a general meeting of members.

 The Board of Directors shall consist of five (5) persons duly elected by a majority of the general membership at either the actual meeting or at a general meeting prior to which notice is given to the membership indicating the necessity of electing a Director.

 A Director shall be eighteen years of age or more and, subject to the provisions of section 316 of the Corporation Act (Ontario), shall be a member of the Corporation.

 The Directors’ term of office shall, subject to the provisions, if any, of the letters patent or supplementary letters patent of the Corporation, be from the date of the meeting at which they are elected or appointed until the annual meeting next following or until their successors are elected or appointed.

 The office of a Director of the Corporation shall be vacated
*if he becomes bankrupt or suspends payment or compounds with his creditors or makes an authorised assignment or is declared insolvent;
*if he is found to be a lunatic or of unsound mind;
*if he is convicted of any criminal offence;
*if by notice in writing to the Corporation he resigns his office;
*if the Director has failed to pay his membership fees to the Corporation after having duly requested to do so.

 The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove 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.

 The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid or reimbursed for reasonable expenses incurred by him in the performance of his duties.

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Meeting of directors

 Meetings of the Board of Directors and of the executive committee, if any, may be held either at the head office or at any other place within or outside of Ontario. A meeting of Directors may be convened by the President of the Board of Directors, the first Vice-President or any two Directors at any time and the secretary by the Direction of any such officer namely the President or the first Vice President or any two Directors shall convene a meeting of Directors. Notice of such meeting shall be delivered or mailed or telegraphed or cabled to each Director not less that 2 days ( exclusive of the day on which the notice is delivered or mailed or telegraphed or cabled but inclusive of the day for which notice is given) before the meeting is to take place; provided always that meeting of the Board of Directors may be held at any time without formal notice if all the Directors are present or those absent waive notice or signify their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or the notice thereof may be waived by any Director.

For the first meeting of the Board of Directors held immediately following the election of Directors at a general meeting of the members no notice shall be necessary in order legally to constitute the meeting, provided that a quorum of the Directors be present. For a meeting of the Board of Directors at which a Director is appointed to fill a vacancy, no notice shall be necessary to the newly appointed Director.

Questions arising at any meeting of Directors shall be decided by a majority of votes. In case of any equality of votes, the president of the meeting, in addition to his original vote shat have a second or casting vote.


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Protection of directors

 Every Director of officer 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 and estate and effects 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.

all costs, charges and expenses whatsoever which such Director, officer or other person 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 or in respect of any such liability.
All other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

No Director of officer for the time being of the Corporations shall be liable for the acts, receipts, neglects or defaults of any other Director of officer or employee or for joining in any receipt of act for conformity or from any loss or 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 or 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 losses 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 exertion 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 wilful act or on his own wilful default.


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Meeting of the members

 Subject to compliance with Section 323 of the Corporations Act (Ontario), the annual meeting of the members shall be held in each year at such place within Ontario on such day and at such time as the Directors may by resolution determine. At each annual meeting there shall be presented a report of the activities of the Corporation for the previous year, a financial statement of the Corporation, the auditors report thereon and such other information or material relating to the Corporations affair as, in the opinion of the Directors is of interest or importance.

Other meetings of the members may be convened by order of the President of the Board of Directors, the President or first Vice-President or by a majority of the Board of Directors for any date and time and at any place within Ontario.

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Notice of meeting of members

 A printed, written or typewritten notice of a meeting of members, stating the day, hour and place of meeting and the general nature of the business to be transacted shall be delivered or sent through the post, postage prepaid, at least ten days (excusive of the day of mailing and of the day for which notice is given) before the date of such meeting to each member at his address as it appears on the books of the Corporation and if no such address is given therein then to the last address of such member known to the Secretary; provided always that a meeting of members may be held for any purpose on any date and any time and at any place within Ontario, without notice if all members are present in person at the meeting of if all the absent members shall have signified their assent in writing to such meeting being held. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member.

 The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members shall not invalidate any resolution passed or any proceedings taken at any meeting.

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Voting at meeting of members

Every question submitted to any meeting of members shall be decided by a majority of votes and in case of an equality of votes the president shall have a second or casting vote.

At any meeting unless a poll is demanded a declaration by the president that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the tact.

In the absence of the president of the Board of Directors, the first Vice president shall act as chairman in the absence of the president of the Board of Directors, the first Vice president shall be chairman of the meeting and in the event that neither of these Directors are present, then the members present at the meeting shall choose one of the attending Directors as Chairman of the meeting. In the event that no Director is present or if all the Directors present decline to act as chairman the members present shall choose one of their members to be chairman for that meeting.

If at any meeting a poll is taken on the election of a chairman or on the question of adjournment it shall be taken forthwith without adjournment. If a poll is demanded on any other question it shall be taken in such manner and either at one 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 demanded. A demand for a poll may be withdrawn.

The chairman may with the consent of any meeting adjourn the same from time to time and no notice of such as adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

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Quorum  for meeting of members

The presence of twelve members in person shall be necessary to constitute a quorum and no business shall be transacted at any meeting unless the requisite quorum be present at the commencement of business.

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Officers

The Board of Directors hall annually or more often as may be required appoint a President, a Secretary, a first Vice President and a Treasurer. The Board if deemed advisable may also appoint or more often as may be required one or more Assistant Secretaries and one or more Assistant Treasurers, neither of these two positions need be filled by a member of the Board of Directors. The office of the Secretary and Treasurer may be held by the same person in which case he may be known as the Secretary-Treasurer.

 The Directors may fix the remuneration (if any) to be paid to officers of the Corporation who are not Directors. All officers in the absence of agreement to the contrary shall be subject to removal by resolution of the Board of Directors and any time without cause.

In case of the absence or inability to act of the President, a Vice President or any other officer of the Corporation or for any other reason that the Directors may deem sufficient, the Directors may delegate all or any f the powers of such officer to any other officer or to any Director for the time being, provided that a majority of the Board of Directors concur therein.

 Subject to the provisions of any special resolution providing for the election of a Chairman of the Board of Directors, the President shall, if present, preside all meetings of the Directors and members, he shall sign all instruments which require his signature and shall perform all duties incident to his office and shall have such powers and duties as may from time to time be assigned to him by the Directors.

The Vice-President or, if more than one, the Vice Presidents in order of seniority shall be vested with all the powers and h=shall perform all the duties of the President in the absence or disability or refusal to act of the President. The Vice-President(s) shall have such powers and duties as may from time to time be assigned to him or them by the Directors.

 The Secretary shall, when present, act as secretary of all meetings, shall have charge of the minute books of the Corporation and the documents and registers referred to in Section 330 of the Corporation Act of Ontario and shall perform such other duties as the Directors may require of him.

 The Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such depositary or depositories as the Board of Directors may directs and shall perform such other duties as the Directors require of him. He may be required to give such bond for faithful performance of his duties as the Board of Directors in their uncontrolled discretion may require and no Directors shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.

If a vacancy shall occur in any office by reason of death, resignation, disqualification or otherwise the Directors may by resolution elect or appoint a person to fill such vacancy.

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Committee

The Board of Directors may from time to time as deemed necessary appoint committee consisting of such number or Directors as may be deemed desirable and may prescribe their duties.

Any committee so appointed may meet for the transaction of business, adjourn and otherwise regulate its meeting as it thinks fit, unless otherwise determined by the Board of Directors, two members of a committee shall be a quorum. Questions arising at any meeting of a committee shall be decided by a majority of votes and in case of an equality of votes the chairman of the meeting shall have a second or casting vote.

 

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Voting shares and securities

All shares or other securities carrying voting rights of any company or Corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholders, debenture holders, debenture stockholders or holders of other securities ( as the case may be) of such persons or persons as the Board of Directors of the Corporation shall from time to time determine.

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Custody of securities

 


 All shares and securities owned by the Corporation shall be lodged ( in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or with such other depositaries or in such other manner as may be determined from time to time by the Board of Directors.

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Cheques drafts and notes

 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation and in such manner as the Board of Directors may from time to time designate.

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Execution of instruments

Contracts, documents or any instruments in writing the signature of the Corporation may be signed by the President of the Board of Directors or a Vice-President together with the Secretary or the Treasurer and all contracts, documents and 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 by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts documents and instruments in writing generally or to sigh specific contracts, documents and instruments in writing.

The seal of the Corporation may when required be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons appointed as aforesaid by resolution of the Board of Directors.

The terms “contracts documents and instruments in writing” as used herein shall 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 obligation, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writings.
In particular, without limiting the generality of the foregoing (1) the president or a Vice President together with the Secretary or the Treasurer shall have authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Corporation and to sign and execute ( under the corporate seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney, and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

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Fiscal Year

The first fiscal period of the Corporation shall terminate on the first day of May, 1979 and thereafter the fiscal year of the Corporation shall terminate on the 320th day of April in each year or on such date as the Directors shall by resolution from time to time determine


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Interpretation

35. In all by-laws of the Corporation the singular shall include the plural and the plural the singular; the word person shall include firms and Corporations, and the masculine shall include the feminine.


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Membership fees, termination and suspension of membership

36. All members shall be liable to the Club for such fees as are imposed from time to time by the Directors. A member who does not pay any fee determined by the Directors or any assessment made by the Directors and approved by the members as aforesaid within the time fixed for payment ( or within 30 days after notification has been mailed to him by prepaid registered post requiring such payment if that is later) shall automatically cease to be member.

Membership in the Club shall not be assignable or transferable.

The Directors may suspend all or any of the membership privileges of any member for such length of time, not exceeding one year, as they see fit on any of the following grounds

*Breach of or non-compliance with club rules established by the Directors.

*Breach of or non-compliance with any contractual obligation with the club; or


*Any other act which is contrary to the interests of the Club

The membership of any member may be suspended for any period of time or may be terminated by a vote of two-third of the votes cast at a meeting of Directors provided that he may appeal against such termination at the next annual or general meeting of members.

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Advisory board of the corporation

 The Board of management may appoint an Advisory Board consisting of four or more persons, who need not be Directors of the Corporation, and who shall serve for a period determined by the Board and members thereof shall be eligible for reappointment. The members of the Advisory Board shall name one of their members as Chairperson. The President of the Corporation shall ex-officio be a member of the Advisory Board

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Dated this 13th day of September 1978

Witness the seal of the Corporation

M D McIntyre H W Atwood
President c.s. Secretary
VANKLEEK HILL CURLING CLUB

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BY-LAW No. 2

BANKING BY-LAW

BE IT ENACTED as a by-law of the Company that:

1. The Directors may from time to time borrow money from the Bank of Nova Scotia, Vankleek Hill (herein called the “Bank”) upon the credit of the Company on cheques, promissory notes, bills of exchange or otherwise in such amounts and subject to such terms as may be considered advisable; AND may assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favour of then Bank any property of the Company, real or personal, moveable or immoveable, present or future, including book debts, unpaid call, rights, powers, undertaking, franchises and the Company’s own debentures, as security for the fulfillment of nay liabilities or obligations, present or future, of the Company to the Bank and may empower the Bank or any person or persons to sell by public or private sale, assign, transfer or convey from time to time such property; AND may sign, make, draw, accept, endorse, execute and deliver on behalf of and in the name of the Company all such cheques, promissory notes, bills of exchange, drafts, acceptances, orders of the payment of money, warehouse receipts, bills of lading, agreements to give security. Assignments, transfers, conveyances, hypothec, mortgages, pledges, securities and other agreement, documents and instruments as may be necessary or useful in connection with the borrowing of money by and other banking business of the company.

2. The Directors may authorize any one or more Directors, officers, employees or agents of the Company to exercise any of the rights, powers and authorities conferred by this By-law upon the Directors.

3. The borrowing of money from the Bank from time to time heretofore under the authority of the Directors of the Company and the giving of security therefore are hereby ratified and confirmed.

4. This by-law shall continue in force as between the Company and the Bank until a by-law repealing this by-law shall have been validly passed and confirmed and a copy thereof, duly certified under the seal of the Company shall have been delivered to the Bank and receipt thereof acknowledged by the bank.

Dated this 13th day of September 1978

Witness the seal of the Corporation

M D McIntyre H W Atwood
President c.s. Secretary

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BY_LAW NO. 3

VANKLEEK HILL CURLING CLUB

A by-law respecting the borrowing of money by VANKLEEK HILL CURLING CLUB.

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of VANKLEEK HILL CURLING CLUB (hereinafter called the “Corporation”) as follows:

1. The Directors may from time to time

(a) borrow money on the credit of the Corporation;

(b) issue, sell, or pledge securities of the Corporation;

(c) charge, mortgage hypothecated or pledge all or any of the real or personal property of the Corporation, present and future, including book debts and unpaid calls, rights, powers, franchises and undertaking, to secure any securities or any money borrowed or other debt, or any other obligation or liability of the Corporation

The word “securities” as used in this paragraph means bonds, debentures, or other like liabilities of the Corporation whether constituting a charge on the property of the Corporation or not.


2. The Directors may from time to time authorize any Director or Directors, officer or officers, employees of the Corporation or other person or persons, whether connected with the Corporation or not, to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and condition of the loan thereof and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any money borrowed or remaining due by the Corporation as the Directors of the Corporation may authorize and generally to manage, transact and settle the borrowing of money by the Corporation.

3. The Directors may from time to time authorize any Director or Directors, officer or officers, employees of the Corporation or other person or persons, whether connected with the Corporation or not, to sign, execute and give on behalf of the Corporation all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute, and issue cheques, promissory notes, bills of exchange, bills of lading, and other negotiable or transferable instruments and the same and all renewals thereof or substitutions therefore so signed shall be binding upon the Corporation..

4. 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 a borrowing by-law.


Dated this 13th day of September 1978

Witness the seal of the Corporation

M D McIntyre H W Atwood
President c.s. Secretary

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1981 AMENDMENT TO BY-LAW NO. 1


 DIRECTORS



Vankleek Hill Curling Club Annual meeting held June 3, 1981 had a motion in order as given:

MOTION: Moved by the 1980-81 executive that our executive be increased to 8 Directors by appointing each year, 4 new appointees for a two year term and 4 remaining second year appointees continuing on to make a total of 8 (eight). A president (will be) chosen from the second year group and a vice-president from the first year group.

All in Favour

CARRIED

 

 

 

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BOARD OF MANAGEMENT ADVISORY COMMITTEE: (Roger Matte, Sid Burwash, Leigh Mode)

By-Law No 1 Reworded
A unanimous decision to re-word the above amendment follows:

Present number of Directors five (5) be increased by three (3) to a total of eight (8).
Term of office to be for a minimum of two (2) years.
Four (4) new Directors to be elected yearly. New being defined as 1st year of a (2) year term.
Directors may serve for any number of two (2) year terms, consecutive or otherwise, if nominated and re-elected by the General Membership


Dated Vankleek Hill Curling Club – June 13, 1983
Executive meeting with Board of Management