Approved by the Membership at the AGM on Oct 21, 2020
Bylaw No. 1
1. This bylaw relates to the transaction of the affairs of The Westwood Sailing Club (hereinafter referred to as the “Club”).
Interpretation
2. All terms contained in this bylaw that are defined in the Ontario Not-for-Profit Corporations Act (2010) (the Act) shall have the meaning given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
Revocation
3. All previous bylaws are hereby revoked and replaced by the following bylaw.
Board of Directors
4. The affairs of the Club shall be managed by a board of a minimum of seven to a maximum of twelve directors.
The directors of the Club shall constitute the board of directors (hereinafter referred to as the “Board”) and shall consist of the following positions with the specified duties in addition to any other duties that may be assigned. Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties. A director may hold more than one role.
The Commodore shall be the chief executive director and shall be responsible for the management of the Club. The Commodore shall preside at Board meetings and meetings of the members.
The Vice Commodore shall act as chief executive director in the absence of the Commodore and shall be responsible for training and safety.
The Secretary shall perform all the duties normally required of a corporate secretary.
The Treasurer shall administer the financial affairs of the Club. He/she is responsible for maintaining proper accounting records, preparation of budgets and financial statements, banking, cash control and appropriate regulatory filings. The Treasurer shall administer his/her responsibilities according to the Club’s policies and procedures. Any significant deviation from the policies and procedures must be approved by the Board.
The Communications Director shall be responsible for the Club website, email, and social media communications.
The Property Manager shall be responsible for overall management of the Club site. This will include safety, security and maintenance of the clubhouse, docks, and equipment lockers.
The Membership Chairperson shall be responsible for marketing, membership recruitment, and scheduling, maintenance of the membership list.
The Fleet Captain shall be responsible for the maintenance of the Club boats and related equipment.
The Racing Chairperson shall be responsible for the entry of Club boats into races, running the Club Regatta and organizing other racing events and race training sessions.
The Social Director shall be responsible for the social activities sponsored by the Club.
The Clubhouse Convenor shall be responsible for care of the clubhouse facilities and management of clubhouse supplies.
The Past Commodore shall be a director ex officio of his/her positions as immediate Past Commodore. Where an immediate Past Commodore is elected to any positions on the Board, the position of Past Commodore shall be filled by a director elected under Section 5.
5. No Director, Officer or committee member of the Corporation is be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money 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, 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 or her respective office or trust provided that they have:
a. complied with the Act and the Corporation’s articles and By-laws
b. exercised their powers and discharged their duties in accordance with the Act.
Election of the Board
6. Subject to Section 4 and 6, each director shall be a regular member and be elected by the members to hold office until the next election or until his/her successor has been duly elected or appointed by the board.
7. A regular member can only be nominated for the position of Commodore if he/she has served on the Board previously but a Commodore who has served for two consecutive years may not be nominated for a third consecutive year unless appointed at an AGM by at least a two-thirds majority of those present.
8. Lifetime, honorary, or social members may be nominated, elected, or appointed to hold office as directors if approved by regular members at a general meeting.
9. Each director being elected must be elected by a majority of the votes cast at a general meeting.
Removal and Vacancies
10. The office of a Director shall be vacated immediately if:
a. The Director resigns office by written notice to the Club, which resignation shall be effective at the time it is received by the Club or at the time specified in the notice, whichever is later;
b. The Director dies;
c. The Director becomes bankrupt;
d. The Director is found to be incapable of managing property by a court or under Ontario law; or
e. At a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office.
11. In the event that a position becomes vacant, the Board may fill the vacancy by appointing a successor. If the vacancy occurs as a result of the members removing a Director, the Members may fill the vacancy by a majority vote. A Director appointed or elected to fill a vacancy shall hold office for the remainder of their predecessor’s term.
12. Any director may resign his/her position by notifying either the Commodore or the Secretary.
Quorum and Meetings of the Board
13. A majority of the directors shall form quorum of the transaction of business.
14. The Board may hold its meetings at such place, or places, as it may from time to time determine.
15. Director’s meetings may be formally called by the Commodore or Vice Commodore or can be called by the Secretary on the direction, in writing, of two directors. The person calling the meeting shall be the Chairperson of that meeting.
16. The Board may designate another director to fulfill the function of secretary in the absence of the Secretary.
17. Notice of directors’ meetings shall be delivered, telephoned, or emailed to each director not less than three days before the meeting is to take place or shall be mailed to arrive not less than five days before the meeting is to take place.
18. The Board may appoint a day or days in any month or months for regular directors’ meetings at an hour named by them of such regular meetings and notice does not need to be sent. A directors’ meeting may also be held, without notice, immediately following each annual meeting of the Club.
Conduct of Meetings of the Board
19. The directors may consider or transact any business at any meeting of the Board.
20. No error or omission in giving notice for a meeting of directors shall invalidate any procedure taken at such meeting and any director may at any time waive notice of such meeting and may at any time ratify and approve of any or all proceedings taken thereat.
21. Questions arising at any meeting of directors shall be decided by a majority of those present. In case of a tie vote, the Chairperson in addition to his/her original vote shall have a second tie-breaking vote.
22. All votes at any Board meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken by assent or dissent.
23. The directors are not to receive any form of remuneration for their services, other than reimbursement of expenses incurred directly in the operation of the Club.
24. If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.
Conflict of Interest
25. A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.
Membership
26. Only individuals may become members of the Club.
27. There shall be four classes of membership, namely:
a. regular member
b. lifetime member
c. honorary member
d. social member
28. Regular members shall be persons of nineteen years of age or over at the time that applications for membership are accepted by the Membership Chairperson in the exercise of his/her authority and who have paid the annual membership fee.
29. Lifetime members shall be persons accorded the privilege of regular membership in the Club at the rate of a social member for their lifetime, subject to those persons applying for membership each year, their applications being accepted by the Board, and their having been regular members of the Club in 25 separate years.
30. Honorary members shall be persons extended the privilege of regular membership, minus voting privileges, in the Club gratis by the Board for a specified amount of time that is no greater than one year.
31. Social members shall be persons of nineteen years of age or over whose application for social membership has been accepted by the Membership Chairperson in the exercise of his/her authority and who have paid the annual social membership fee. Social members are not afforded voting privileges.
32. Social members shall receive the Club newsletter and be able to attend all social functions of the Club as if they were regular members. Social members may sail four times during the season when accompanied by a regular member but shall not race in Club boats.
33. Membership automatically terminates on March 31 following a sailing season. All members must reapply for membership annually. Membership for each year shall commence on April 1 of each year.
34. Membership in any class is not transferable to another person and shall lapse automatically on March 31 following a sailing season.
35. A member in any class may resign by letter or email to the Membership Chairperson or Commodore.
36. The maximum number of regular members of the subsequent year shall be determined by the members at an Annual General meeting. The Board may limit the number of current members in each class of membership but it may not increase the regular membership limit above the maximum approved by the members at an Annual General Meeting.
37. The annual membership fee shall be determined by the Board. The board may set different rates of membership fee (e.g., discounts, promotions, student rate) within any membership class.
General Meetings
38. The Board shall call one general meeting of the membership each year to be known as the Annual General Meeting, which shall be held in the fall. This meeting may be held electronically at the discretion of the Board.
39. At the Annual General Meeting, in addition to any other business that may be transacted, the reports of the directors shall be presented, as shall the financial statement of the Club’s accounts. The directors shall be elected and appointed for the ensuing year.
40. The Board may call general meetings at such place or places as it may from time to time determine. The Board may call general meetings at any time for the transaction of general business.
41. The Directors may call a special meeting of the Members on written requisition of not less than one-tenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition. The requisition must be emailed to the Directors with reasons.
42. Notice calling general meetings shall be distributed by email to all regular members at least ten days prior and no more than 50 days prior to the meetings, and shall include an agenda for the meetings.
43. No error or accidental omission in giving notice of any general meeting shall invalidate the meeting or make void any proceedings taken at the meeting.
44. A general meeting may consider and resolve any matter without notice save those matters for which notice must be given under the Corporations Act.
Voting at General Meetings
45. There shall be a fifteen percent (15%) minimum number of eligible voting members necessary to constitute a quorum at any general meeting.
46. Only regular and lifetime and members are entitled to vote at meetings.
47. A standing vote or vote by hand may be undertaken at a meeting, but a vote by ballot shall be undertaken at the request of a voting member.
48. To encourage individual involvement, to simplify the voting procedure and to further the social cohesiveness of the Club, the use of proxies at all meetings is prohibited.
Committees
50. The Board may recruit and appoint from the members any standing or special committees required to assist in the operation of the Club and such committees shall report to the Board.
51. The commodore shall be ex-officio a member of every such committee.
Suspensions and Expulsions
52. The Board may suspend at any time, any regular, lifetime, honorary, or social member or expel any regular, lifetime, honorary, or social member on written notice to that member for breach of the bylaws or policies passed by the Board or for general misconduct.
53. Any member who is suspended shall not enjoy any of the privileges of membership in the Club, participate in its activities, or make use of any of its facilities.
54. At any meeting of the Board called to suspend a member, that member shall be entitled to attend and is entitled to the same notice as any director.
Financial Affairs
55. Unless otherwise ordered by the Board, the fiscal year of the Club shall terminate on September 30th each year.
56. The Club shall establish and continue a contingency fund maintained in an account separate from the general accounts of the Club, and no more than $5,000 may be removed from the account by the Board in any one fiscal year without the approval of a general meeting.
57. Not less than ten percent (10%) of the membership revenue for a given fiscal year shall be added to the contingency fund by the Board during that year without the approval of a general meeting.
58. Any one of the Commodore, Vice Commodore, Secretary, and Treasurer may sign documents or cheques on behalf of the Club, subject to further restriction by resolution of the Board.
59. In the event that the Members shall, at an annual general meeting, approve by majority vote that a public accountant shall not be appointed, a Finance Committee will be elected (or, if not elected, appointed by the Board) to consider the accounts and financial statements of the Club, to hold office until the next annual general meeting provided that the Directors may fill any casual vacancy on the Finance Committee.
A Finance Committee shall consist of a minimum of two members of the Club, who are financially literate, whose duties and responsibilities shall include:
a. Consider the Corporation’s annual financial statements;
b. Be satisfied that the annual financial statements fairly reflect the financial position of the Corporation;
c. Prepare a report to the members, which will be presented at the Annual General Meeting.
General Affairs
59. The Board is responsible for developing and maintaining club policies. New policies may be adopted by majority vote by the Board.
60. All Club policies and regulations shall be made available to members on the Club website and/or posted in the clubhouse.
61. The sailing season shall be determined by the Board from year to year and announced via email to the members.
Liability
61. The Club shall not be liable for any injuries, loss or damage to goods or property of any member or member's guest.
Dispute Resolution
62. Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration.
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a lawsuit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
a. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
b. The number of mediators may be reduced from three to no fewer than one upon agreement of the parties.
c. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
d. All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
Renewal of Membership
63. Prior to the first week of April in any year, current members will have an opportunity to become members for the ensuing year.
Dissolution of Club
64. Upon dissolution of the Club, the Club's net remaining assets or proceeds from the sale of the assets will be distributed at the direction of Club's membership to non-profit organization(s) that meet Westwood's purpose. The distribution of the Club's assets must not financially benefit individual members and must be approved by at least 80% of votes cast at a general meeting.
Amendments to Bylaws
65. This Bylaw may be amended by a majority vote of the voting Members present at a general meeting.
Date of acceptance of this set of By-laws at a General Meeting: October 21, 2020