- Article 1: Definitions
- Article 2: Interpretation
- Article 3: Members
- Article 4: Members Meetings
- Article 5: Board of Directors
- Article 6: Officers
- Article 7: Committees
- Article 8: Division of Sections
- Article 9: Conflict of Interest
- Article 10: Finance
- Article 11: Corporate
- Article 12: Amendment of Bylaws
- Article 13: Fundamental Changes
- Article 14: Notice
- Article 15: Dissolution
- Article 16: Indemnification
- Article 17: Adoption of these Bylaws
Article 1: Definitions
In these bylaws unless otherwise indicated, the following words and phrases shall have the meaning so defined:
ACT – the Canada Not-for-Profit Corporations Act S.C. 2009, c.23 including the regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time
ANNUAL MEETING – the annual meeting of Members
APPOINTED DIRECTOR - a Director appointed by the Board in accordance with Article 5 hereof
ARTICLES – the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement, or revival of Skate Canada
AUDITOR – a Public Accountant, as defined in the Act, appointed by the Members by Ordinary Resolution at the Annual Meeting to audit the books, accounts, and records of Skate Canada for a report to the Members at the next Annual Meeting
BOARD – the board of Directors of Skate Canada
BYLAWS - these by-laws and any other by-law of Skate Canada as amended and which are, from time to time, in force and effect
CHAIR - the chair of the Board
CLUB – A not-for-profit organization that is operating for the general purpose of providing Skate Canada skating programs and is managed by a volunteer board of directors
DAYS – total days including weekends and holidays
DELEGATE – a representative of a Club or Skating School entitled to vote at Members Meetings
DIRECTOR – an individual elected or appointed to serve on the Board pursuant to the Bylaws
ELECTED DIRECTOR - any of Director (West), Director (Ontario), Director (Quebec), Director (Atlantic), Director (Coach), or any Director at Large duly elected pursuant to Article 5 hereof
GOOD STANDING - a person who has paid all dues outstanding to Skate Canada, a Club, or a Skating School (as applicable) and who the Board has not declared not to be in good standing and in the case of Members, a Member whose Membership has not been terminated pursuant to Article 3 hereof
HONORARY ASSOCIATE – a person who has rendered long, meritorious and valuable service to Skate Canada and to whom the Members have recognized as an honorary associate and extended certain privileges pursuant to Skate Canada policies, and who is not a Member
MEMBER – each entity that meets the requirements of any of the three Member classes as defined in Article 3 hereof
MEMBERS MEETINGS - Annual Meetings and/or Special Meetings
MEMBERSHIP - the state of being a Member
MEMBERSHIP YEAR – the term of each Member's Membership being from September 1st of the year in which Membership is granted to such Member pursuant Article 3 hereof until August 31st of the following year and which is subject to renewal in accordance with the policies of Skate Canada and the Bylaws
OFFICER - the President and such other officers as the Board may determine by Ordinary Resolution
ORDINARY RESOLUTION – a resolution passed by the majority of votes cast on that resolution
PERSON ENTITLED TO VOTE - each Delegate and each Registered Professional Coach in Good Standing
PRESIDENT - the president of Skate Canada
REGISTERED PROFESSIONAL COACH IN GOOD STANDING: A skating expert with the required National Coaching Certification Program qualifications to provide a remunerated service at Skate Canada sanctioned clubs and skating schools, both on- and off-ice. These individuals have registered, provided full payment and have met all professional coach registration requirements as set annually by Skate Canada
REGISTRANT – includes (i) an individual who is registered by a Club or Skating School with Skate Canada and who is subject to all applicable rules, regulations and policies of Skate Canada but who is not a Member; and (ii) an individual who is engaged in any activity provided, sponsored, supported, sanctioned or recognized by Skate Canada and registered directly with Skate Canada but who is not a Member
SKATING SCHOOL – an organization other than a Club that is operating for the general purpose of providing Skate Canada skating programs
SECTION - as defined in Section 8.1 hereof
SECTION CHAIR - the chair of any Section
SPECIAL MEETING - a meeting of any class or classes of Members and a special meeting of all Members entitled to vote at an Annual Meeting
SPECIAL RESOLUTION – a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution
Article 2: Interpretation
2.1 Words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust, and an unincorporated organization.
2.2 The Bylaws have been drafted in English and the official French text is a translation. In the case of conflicting interpretations, the English version will prevail.
2.3 Except as provided in the Act, the Board will have the authority to interpret any provision of the Bylaws that is contradictory, ambiguous, or unclear, provided that such interpretation is consistent with the purposes of Skate Canada as set out in the Articles.
Article 3: Members
3.1 Subject to the Articles, Skate Canada shall have three classes of Members, namely:
Clubs/Skating Schools with fewer than three hundred (300) Registrants (the "<300 Clubs/Skating Schools Members Class");
Clubs/Skating Schools with three hundred (300) or more Registrants (the "300+ Clubs/Skating Schools Members Class"); and
the class of Registered Professional Coach in Good Standing ("Registered Professional Coach in Good Standing Class").
3.2 The “300+ Clubs/Skating Schools” and the “<300 Clubs/Skating Schools" making application for membership in Skate Canada shall be admitted as prescribed by the Board of Directors.
3.3 A Certified Professional Coach making application for membership shall be admitted as prescribed by the Board of Directors.
3.4 As set out in the Articles,
3.4.1 each Member of the <300 Clubs/Skating Schools Members Class shall be entitled to receive notice of, attend, and vote at all meetings of the Members and each such Member shall have fifteen (15) votes at such meetings, the entirety of which shall be cast as a block;
3.4.2 each Member of the class, 300+ Clubs/Skating Schools Members Class shall be entitled to receive notice of, attend, and vote at all meetings of the Members and each such Member shall have forty (40) votes at such meetings, the entirety of which shall be cast as a block; and
3.4.3 each Member of the Registered Professional Coach in Good Standing Class shall be entitled to receive notice of, attend, and vote at all meetings of the Members and each such Member shall have (1) vote at such meetings.
3.5 The assignment of a Club or Skating School to a class of Membership for the Membership Year will be based on the number of Registrants in Good Standing as validated by Skate Canada as of August 31 of the preceding Membership Year.
Termination of Membership
3.6 Membership is automatically terminated when:
3.6.1 in the case of a Club or Skating School, the Member is dissolved;
3.6.2 in the case of a Registered Professional Coach in Good Standing, the Member dies; and
3.6.3 in any case, the Member resigns as a Member by delivering a written resignation to the Chief Executive Officer of Skate Canada in which case such resignation shall be effective on the date specified in the resignation. Resignation as a Member shall not release the Member from payment of any dues owing, including those for the current Membership Year or any other indebtedness to Skate Canada.
3.7 Membership may be terminated when:
3.7.1 a Member fails to pay dues or debts owing to Skate Canada; or
3.7.2 the Member willfully commits a breach of the Articles, Bylaws, or written policies of Skate Canada as determined by the Board.
3.8 Upon termination of Membership, the rights of the Member pursuant to the Bylaws automatically cease to exist.
3.9 A Member's Membership may be suspended in accordance with Skate Canada's policies and procedures relating to the discipline of Members.
3.10 A Registrant may be suspended or expelled from Skate Canada in accordance with Skate Canada’s policies and procedures relating to the discipline of Registrants.
3.11 A Membership may only be transferred to Skate Canada.
Article 4: Members Meetings
4.1 Any Members Meeting may be called by the Board or the President/Chair.
4.2 Written notice of the time and place of any Members Meeting shall be provided to the Members by any of the following means:
4.2.1 by mail to each Member entitled to vote at such meeting during a period of twenty-one (21) to sixty (60) days (exclusive of the day on which the notice is delivered or sent but inclusive of the date of such meeting for which the notice is given) before the day on which such meeting is to be held; or
4.2.2 by telephonic, electronic or other communication facility to each Member during a period of twenty-one (21) to thirty-five (35) days before the day on which such meeting is to be held.
4.3 The notice in section 4.2 hereof shall contain a summary of the business to come before the meeting.
4.4 The Board shall call a Special Meeting in accordance with Section 167 of the Act upon written requisition of Members of any class carrying not less than five percent (5%) of the total Members’ votes in that class. Such requisition shall express the object of the meeting and shall be mailed to the Chief Executive Officer of Skate Canada as well as the President/Chair. If neither the Board nor the President/Chair calls a Special Meeting within twenty-one (21) days of receiving such requisition, any Member who signed the requisition may call the Special Meeting to address the object of the meeting so requisitioned. The only items to be discussed at a Special Meeting shall be those specified in the requisition.
4.5 Subject to the regulations under the Act, any class of Members may make a proposal to the Annual Meeting if such proposal is signed by not less than five per cent (5%) of the Members in that class who are entitled to vote at the meeting at which the proposal is to be presented. Any proposal shall be sent to the Members in accordance with the notice requirements and timelines set forth in the Bylaws.
4.6 The Annual Meeting shall be held in Canada at such time and place as determined by the Board and announced at the preceding Annual Meeting.
4.7 The order of business at an Annual Meeting shall be as determined by the Board or as required by the Act or other relevant legislation
Members Meetings by Teleconference and Other Electronic Means
4.8 Any person entitled to attend a Members Meeting may meet by teleconference and/or other electronic means that permits such person to communicate adequately with other persons so entitled, provided that:
4.8.1 The Board addresses the mechanics and security issues related to holding such a meeting including the requirements for establishing quorum, and recording procedures; and
4.8.2 Each Member or other person entitled to be present has equal access to the specific electronic means to be used.
Participation by Teleconference and Other Electronic Means
4.9 A Member or Delegate participating in a Members Meeting whether by telephone or other electronic means shall be deemed for the purposes of the Act to have been present at that meeting.
Persons Entitled to Attend
4.10 Persons entitled to be present at a Members Meeting are Persons Entitled To Vote, the Board, Officers, the Section Chairs, the Auditor, the Chief Executive Officer of Skate Canada, employees of Skate Canada, Honorary Associates, and such other persons who are entitled or required under any provision of the Act to be present at the meeting.
4.11 Members Meetings shall be open to invited guests and to any Registrant having obtained sixteen years of age provided that such individual shall not be entitled to speak at such meeting and provided further that the Board may close any Members Meeting by Ordinary Resolution to those who are not entitled to vote.
4.12 Members, by Ordinary Resolution, may grant invited guests the right to speak at a Members Meeting.
Club/Skating School Delegates to Members Meetings
4.13 Each Member of the <300 Clubs/Skating Schools Class and 300+ Clubs/Skating Schools Class is entitled to send one Delegate to a Members Meeting who shall have the right to cast such Member’s votes on all matters submitted to a vote at the Members Meeting.
4.14 The appointment of each Delegate shall be made in such manner as prescribed by the Board and shall apply for the Membership Year in which such appointment is made unless the Member appoints a replacement Delegate for that Membership Year.
4.15 One hundred and twenty-five (125) Persons Entitled to Vote present in person or present through the telephonic, electronic or other communication facility provided by Skate Canada and representing as least two thousand (2,000) votes shall constitute a quorum.
4.16 A Member or Delegate entitled to vote at a Members Meeting may vote by means of a telephonic, electronic or other communication facility if Skate Canada has a system that:
enables the votes to be gathered in a manner that permits their subsequent verification; and
permits the tallied votes to be presented to the Members without it being possible to identify how each Member or Delegate voted.
4.17 There will be no voting by proxy.
Determining a Majority Vote
4.18 Abstaining voters are not counted in determining a majority.
4.19 A tie vote is defeated.
4.20 Except as otherwise provided in the Act or the Bylaws, a simple majority of the votes cast by the Delegates and Members present shall determine the motions in Members Meetings.
4.21 Unless a secret ballot is held, a declaration by the chair of the Members Meeting that a resolution has been carried or not and an entry to that effect in the minutes of Skate Canada shall be sufficient evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution.
4.22 Any Members Meeting may be adjourned to any time and place as determined by Ordinary Resolution of the Members at the meeting and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice will be required for any adjourned meeting.
Article 5: Board of Directors
5.1 The Board shall consist of:
- Director (West);
- Director (Ontario);
- Director (Quebec);
- Director (Atlantic);
- Director (Coach); and
- Six (6) Directors at Large
5.2 Any person, who is 18 years of age or older who has the power under law to contract, who has not been declared incapable by a court in Canada or in another country, and who has never had the status of bankrupt, may be nominated for election as Director.
5.2.1 Candidates for the Director (West) are further restricted to persons who are either Registrants or Registered Professional Coaches in Good Standing. Candidates must be in Good Standing and resident in the BC/Yukon, Alberta/NWT/Nunavut, Saskatchewan, or Manitoba Sections.
5.2.2 Candidates for Director (Ontario) are further restricted to persons who are either Registrants or Registered Professional Coaches in Good Standing. Candidates must be in Good Standing and resident in the Ontario Section.
5.2.3 Candidates for Director (Quebec) are further restricted to persons who are either Registrants or Registered Professional Coaches in Good Standing. Candidates must be in Good Standing and resident in the Quebec Section.
5.2.4 Candidates for Director (Atlantic) are further restricted to persons who are either Registrants or Registered Professional Coaches in Good Standing. Candidates must be in Good Standing and resident in the New Brunswick, Nova Scotia, PEI, or Newfoundland & Labrador Sections.
5.2.5 Candidates for Director (Coach) are further restricted to Registered Professional Coaches in Good Standing.
5.2.6 Candidates for President/Chair and Directors at Large are further restricted to either Registrants or Registered Professional Coaches in Good Standing. Candidates must be in Good Standing of any Section.
5.3 Any nominations to fill a vacancy on the Board, accompanied by the written consent of the nominee by signed or electronic signature, shall be submitted in writing or by electronic transmission pursuant to Skate Canada policies seventy-five (75) days prior to the next scheduled Annual Meeting to the President/Chair or such other person as the Board may designate.
5.4 Individuals currently on the Board eligible to be re-elected are not subject to nomination but must provide written notice seventy-five (75) days prior to the next scheduled Annual Meeting to the President/Chair or such other person as the Board may designate.
5.5 Names of valid nominees and those seeking re-election will be circulated to all Members seven (7) days prior to the earliest scheduled Section annual meeting.
5.6 Nominations from the floor will not be accepted.
5.7 The President/Chair will hold office for four (4) years and will hold such office until a successor has been duly elected in accordance with the Bylaws, unless the President/Chair resigns, is removed from or vacates his/her office. A President/Chair may serve a second consecutive term of two (2) years after serving the initial four-year term as President/Chair. A President/Chair may not serve longer than six (6) years in succession.
5.8 An Elected Director will hold office for two (2) years and will hold office until his/her successor has been duly elected in accordance with the Bylaws, unless that Director resigns, is removed from, or vacates his/her office. An Elected Director may not serve more than three (3) consecutive terms.
5.9 An Elected Director who has served three (3) consecutive terms, or a President/Chair who has served consecutive terms of four (4) years and two years (2) will be eligible for nomination to a vacant position if there has been a period of two (2) years between the Annual Meeting at which his/her term limit was reached and the Annual Meeting at which the individual would again be a candidate.
5.10 An Elected Director is eligible for nomination as President/Chair at any time including immediately following the services of his/her three (3) consecutive terms as Elected Director.
5.11 An Elected Director elected to serve a partial term will, upon completion of the partial term, remain eligible to serve three (3) consecutive two-year terms as Elected Director.
5.12 The election of the Elected Directors will take place at the Annual Meeting and will take place in three (3) parts:
- subject to sections 5.24 and 5.25 hereof, the Director (Ontario), Director (Atlantic) and three (3) Directors at Large will be elected to the Board at alternate Annual Meetings to those listed in paragraph 5.12(b) hereof;
- subject to sections 5.24 and 5.25 hereof, the Director (West), Director (Quebec), Director (Coach) and three (3) Directors at Large will be elected to the Board at alternate annual meetings to those listed in paragraph 5.12(a) hereof;
- The election of the President/Chair will take place in years as required.
5.13 To ensure that the President/Chair and the Elected Directors are elected by a simple majority, a voting procedure as approved by the Board shall be conducted.
5.14 In the voting for the President/Chair and Elected Directors at the Annual Meeting, the scrutineer(s) shall accept and count only those ballots that are cast for a full slate of positions listed on a ballot.
5.15 Elections will be held as required in following order and will be conducted on separate secret ballots:
- Director (Ontario) and Director (Atlantic) or Director (West) and Director (Quebec)
- Director (Coach)
- Directors at Large
5.16 Any candidate who is not elected to the position of President/Chair may choose, if eligible, to stand for election as the Director (West) or Director (Quebec), or in alternate years Director (Ontario) or Director (Atlantic).
5.17 Any candidate who is not elected to the position of Director (West), Director (Quebec), Director (Ontario), Director (Atlantic), or Director (Coach) may choose, if eligible, to stand for election as Director at Large.
5.18 The Board may by Ordinary Resolution appoint one or more directors, who shall hold office for a term expiring not later than the close of the next Annual Meeting. The total number of Appointed Directors may not exceed one-third (1/3) of the number of Elected Directors elected at the previous Annual Meeting.
5.19 The Board may not appoint the same individual as an Appointed Director for more than two (2) consecutive terms in accordance with paragraph 5.18 nor appoint an individual who has as of the immediate prior Annual Meeting served the maximum allowable consecutive terms as an Elected Director, unless that individual reached the limit of allowable consecutive terms in the position of President/Chair.
5.20 An individual who has served as an Appointed Director for two (2)years in succession and who subsequently seeks election as an Elected Director will count the two (2) terms served as an Appointed Director as the first of three (3) allowable consecutive terms.
Resignation, Vacating and Removal
5.21 A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. Such resignation will become effective as of the date on which the notice is accepted by the Board. If a Director resigns, his or her position as an Officer will automatically and simultaneously be terminated.
5.22 The office of Director shall be automatically vacated:
- if the Director is found by a court in Canada to be of unsound mind;
- if the Director is found guilty of a relevant criminal offense;
- on death or permanent disability that prevents carrying out the duties of a director; and
- if the Director declares bankruptcy.
5.23 A Director may be removed by Ordinary Resolution of the Members, provided that the Director has been given notice of and the opportunity to be heard. If the Director is removed and holds a position as an Officer, the Director will automatically and simultaneously be removed from the position as an Officer.
5.24 Where the position of a Director becomes vacant for whatever reason before its term is complete, the Board may appoint a qualified person to fill the vacancy until the next Annual Meeting. If there is a further year remaining in such Director's term, an election will be held to fill the remainder of his or her term.
5.25 Where the position of President/Chair becomes vacant for whatever reason before its term is complete, the Board may appoint a qualified person from the Board to fill the vacancy until the next Annual Meeting, at which time an election for the position of President/Chair for a four (4) year term will be held.
Powers of the Board
5.26 Except as otherwise provided in the Act or the Bylaws, the Board has the authority to exercise the powers of Skate Canada and may delegate any of its powers, duties and functions. Inter alia:
5.26.1 The Board will set and monitor the accomplishment of the vision, mission, values (or their equivalent) and strategic direction of Skate Canada;
5.26.2 The Board will provide continuity for Skate Canada by ensuring its financial health;
5.26.3 The Board may employ or engage under contract such persons as it deems necessary to carry out the work of the Board;
5.26.4 The Board may make policies governing the management of the affairs of Skate Canada, inclusive of the affairs managed by the Sections of Skate Canada;
5.26.5 The Board may determine registration procedures and fees, dues, assessments, charges and other registration requirements for Members and Registrants;
5.26.6 The Board may make policies relating to the discipline of Members and Registrants and will have the authority to discipline Members and Registrants in accordance with such policies;
5.26.7 The Board may make policies relating to the management of disputes within Skate Canada and all disputes will be dealt with in accordance with such policies;
5.26.8 The Board may borrow money upon the credit of Skate Canada as it deems necessary in accordance with the Bylaws; and
5.26.9 The Board may perform any other duties from time to time as may be in the best interests of Skate Canada.
Meetings of the Board
5.27 The President/Chair or any four (4) Directors may call a meeting of the Board.
5.28 Notice of meetings of the Board will be given to all Directors at least seven (7) days prior to the scheduled meeting. No notice of a meeting of the Board is required if all of the Directors are present and none objects to the holding of the meeting, or if those Directors who are absent consent to the holding of such meeting.
5.29 At any meeting of the Board, quorum will be a simple majority of Directors holding office.
5.30 The Board may meet by teleconference or other electronic means that permits each Director to communicate adequately with each other, provided that:
- Director has equal access to the specific electronic means to be used; and
- the Directors address the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording events.
5.31 Each Director is entitled to one vote. Voting will be by majority. Votes may be cast by secret ballot if a majority of Directors present at the meeting so request. The meeting chair may vote only when the vote would change the result. Therefore the meeting chair may vote to break a tie, and thus pass the motion or to create a tie, and thus defeat a motion.
5.32 A Director participating in a meeting either by teleconference or other electronic means shall be deemed to have been present at that meeting.
5.33 Meetings of the Board will be closed to Members and the public except by invitation of the Board.
5.34 In the absence of the President/Chair, the Directors shall appoint a chair for a meeting from among those Directors present.
Article 6: Officers
6.1 Officers shall be appointed by the Board by Ordinary Resolution.
6.2 Two or more offices of Skate Canada may be held by the same person and a person appointed as an Officer need not be a Director.
6.3 The President/Chair shall ensure that the Board functions in accordance with its policies governing its own performance, ensure the execution of decisions made by the Board, sign all documents that require signature, fulfill all duties inherent to the office of president, and shall have such other powers and duties as may be assigned by the Board.
6.4 The Board may vest in a Director all powers and authorize such person to perform all duties of the President/Chair in the latter’s absence or inability or refusal to act.
6.5 Any Officer other than the President/Chair may be removed by Special Resolution of the Board, provided that such Officer has been provided notice of and the opportunity to be present and to be heard at the meeting where such Special Resolution is put to a vote.
6.6 The President/Chair may only be removed by Special Resolution of the Members in a Members Meeting.
Article 7: Committees
The Board may from time to time appoint any committees, or other advisory bodies, as it deems necessary or appropriate for such purposes and such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such directions as the Board may from time to time make. Any committee member may be removed by Ordinary Resolution of the Board.
Article 8: Division of Sections
8.1 For the purposes of management and control, Skate Canada shall be divided into 10 geographic jurisdictions ("Sections"). The Sections of Skate Canada shall be as follows:
- BRITISH COLUMBIA/YUKON: all Clubs/Skating Schools in the Province of British Columbia and the Yukon Territory;
- ALBERTA/NWT/NUNAVUT: all Clubs/Skating Schools in the Province of Alberta, the Northwest Territories and Nunavut Territory;
- SASKATCHEWAN: all Clubs/Skating Schools in the Province of Saskatchewan;
- MANITOBA: all Clubs/Skating Schools in the Province of Manitoba;
- ONTARIO: all Clubs/Skating Schools in the Province of Ontario;
- QUEBEC: all Clubs/Skating Schools in the Province of Quebec;
- NEW BRUNSWICK: all Clubs/Skating Schools in the Province of New Brunswick;
- NOVA SCOTIA: all Clubs/Skating Schools in the Province of Nova Scotia;
- PRINCE EDWARD ISLAND: all Clubs/Skating Schools in the Province of Prince Edward Island;
- NEWFOUNDLAND AND LABRADOR: all Clubs/Skating Schools in the Province of Newfoundland and Labrador.
8.2 The affairs of each Section shall be managed by a Section board of directors at annual general meetings of the Section, which meetings shall be held prior to the Annual Meeting.
8.3 Except in the case of a conflict with a provincial statute governing a Section, the Bylaws apply to and govern the activities of each Section. A Section may adopt a constitution, seek incorporation, and adopt additional bylaws for the Section. Such constitution, incorporation, and bylaws are subject to the approval of the Board before becoming effective.
8.4 A member of a Section shall be considered as follows:
- each Club and Skating School in Good Standing with its registered address being within a particular Section shall be a member of that Section unless otherwise determined by the Board;
- each Registrant in Good Standing who has registered with a Club or Skating School in a particular Section shall be a member of that Section;
- each Registered Professional Coach in Good Standing who has registered with Skate Canada as being resident within a particular Section shall be a member of that Section
Article 9: Conflict of Interest
In accordance with section 141 of the Act, a Director, Officer, Member, or member of a committee (as considered in Article 7 hereof) or its sub-committee, who has an interest or who may be perceived as having an interest in a proposed contract or transaction with Skate Canada will comply with the Act and Skate Canada’s policies and will disclose fully and promptly the nature and extent of such interest to the Board or committee, as the case may be, will refrain from voting or speaking in debate on such contract or transaction, will refrain from influencing the decision on such contract or transaction, and will otherwise comply with the requirements of the Act regarding conflict of interest.
Article 10: Finance
10.1 The financial year of Skate Canada shall be April 1 to March 31, or such other period as the Board may from time to time determine.
10.2 The banking business of Skate Canada shall be conducted at such financial institutions as the Board may designate from time to time by Ordinary Resolution.
10.3 Skate Canada will send to the Members a copy of the annual financial statements at least twenty-one (21) days before the Annual Meeting.
10.4 The Directors may, without authorization by the Members, borrow, raise or secure the payment of money in such manner as they think fit, and in particular but without limitation, the Directors may from time to time borrow money on the credit of Skate Canada.
10.5 From time to time the Board may authorize a Director, Officer, or employee of Skate Canada to sign for and on behalf of Skate Canada all cheques, contracts, leases, mortgages and similar documents or to sign a specific instrument or contract on behalf of Skate Canada. Any instruments or contracts so signed will be binding upon Skate Canada without any further authorization or formality. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any authorized signatory may certify a copy of any instrument, resolution, Bylaw or other document of Skate Canada to be a true copy thereof.
10.6 All Directors and Officers who are not employed by Skate Canada and members of committees (as considered in Article 7 hereof) or sub-committees will serve as such without remuneration and will not directly or indirectly receive any profit from their respective positions as such; provided that such Directors, Officers, or members of committees or sub-committees may be paid reasonable expenses incurred in the performance of their respective duties.
Article 11: Corporate
11.1 The business and affairs of Skate Canada will be carried on without the purpose of gain for its Members and any profits or other accretions to Skate Canada will be used in promoting its purposes.
11.2 The registered office of Skate Canada will be located in Ontario at such address as the Board may determine.
11.3 Skate Canada may have a corporate seal in the form approved by the Board. If a corporate seal is approved by the Board, the Board shall from time to time by resolution provide for its custody and use.
11.4 The necessary books and records of Skate Canada required by the Bylaws or by applicable law will be necessarily and properly kept. Minutes from meetings of the Board and records of Skate Canada will be available to the Board, each of whom shall receive a copy of such minutes. All other books and records will be available for viewing at the registered office of Skate Canada in accordance with the Act.
Article 12: Amendment of Bylaws
12.1 Except for the items set out in Article 13 hereof, Bylaws may be proposed, amended or repealed by Ordinary Resolution of the Directors at a meeting of the Board. The Directors will submit the Bylaw proposal, amendment, or repeal to the Members at the next Members Meeting, and the Members may, by Ordinary Resolution, confirm, reject or amend the Bylaw proposal, amendment or repeal. The Bylaw confirmation, amendment, or repeal is effective from the date of the Ordinary Resolution of the Directors. The Bylaw confirmation, amendment or repeal ceases to have effect if it is not submitted to the Members at the next Members Meeting or if it is rejected by the Members at such meeting.
12.2 Proposals, amendments, or repeals to the Bylaws may be submitted by the Board, by a Section, by a Club or Skating School in Good Standing, or by a Registered Professional Coach in Good Standing. A Bylaw proposal, amendment, or repeal submitted by the Board must be signed by the President/Chair. A Bylaw proposal, amendment, or repeal submitted by a Section must be signed by its Section Chair. A Bylaw proposal, amendment, or repeal submitted by a Club or Skating School must be signed by its president or owner. A Bylaw proposal, amendment, or repeal submitted by a Registered Professional Coach in Good Standing must be signed by such Professional Coach.
12.3 Proposals, amendments, or repeals to the Bylaws must be submitted in writing to the Chief Executive Officer of Skate Canada ninety (90) days in advance of the Members Meeting at which they are to be considered. Proposals, amendments, or repeals to the Bylaws shall be sent by the Chief Executive Officer of Skate Canada to each Member and each Director sixty (60) days prior to the date of the Members Meeting at which they are to be considered. Each Member and each Director shall have until forty-five (45) days prior to the date of such Members Meeting to respond, via written submission to the Chief Executive Officer of Skate Canada, to any such proposals, amendments, or repeals. The Chief Executive Officer of Skate Canada shall notify each Member and each Director of any such responses (30) days prior to said Members Meeting.
Article 13: Fundamental Changes
In accordance with subsection 197(1) (Fundamental Changes) of the Act, a Special Resolution of the Members is required to make the following fundamental changes to the Articles or Bylaws:
- Change Skate Canada’s name;
- Change the province in which Skate Canada’s registered office is situated;
- Add, change, or remove any restriction on the activities that Skate Canada may carry on;
- Create a new class or group of Members;
- Change a condition required for being a Member;
- Change the designation of any class or group of Members or add, change, or remove any rights and conditions of any such class or group;
- Divide any class or group of Members into two or more classes or groups and fix the rights and conditions of each class or group;
- Add, change, or remove a provision respecting the transfer of Membership;
- Increase or decrease the number of, or the minimum or maximum number of, Directors;
- Change the statement of purpose of Skate Canada;
- Change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of Skate Canada;
- Change the manner of giving notice to Members entitled to vote at a Members Meeting;
- Change the method of voting by Members not in attendance at a Members Meeting; or
- Add, change, or remove any other provision that is permitted by the Act to be set out in the Articles.
Article 14: Notice
14.1 In the Bylaws, written notice will mean notice that is provided by telephonic, electronic, or other communication facility to each Person Entitled to Vote or Director, as the case may be. If a Member requests that a notice be given to that Member by non-electronic means, such notice will be sent by mail, courier, or personal delivery.
14.2 Date of notice will be the date on which notice is given by personal delivery, one day after the date on which the notice is delivered by telephone, electronic or other communication facility, two days after the notice is couriered, and five days after the date that the notice is mailed.
14.3 The accidental omission to give any notice to any Member, Director, Officer, member of a committee or the Auditor, or the non-receipt of any notice by any such person where Skate Canada has provided notice in accordance with the Bylaws, or any error in any notice not affecting its substance will not invalidate any action taken at any meeting to which the notice pertained.
Article 15: Dissolution
Upon the dissolution of Skate Canada, any funds or assets remaining after paying all debts will be distributed in accordance with the Act.
Article 16: Indemnification
16.1 Skate Canada will indemnify and hold harmless out of the funds of Skate Canada each Director and Officer, his or her heirs, executors and administrators from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer.
16.2 Skate Canada will not indemnify a Director or Officer or any other person for acts of fraud, dishonesty, or bad faith.
Article 17: Adoption of these Bylaws
17.1 These Bylaws were ratified by a Special Resolution of the Members at a Special Meeting duly called and held on October 14, 2014.
17.2 In ratifying these Bylaws, the Members repeal all prior Bylaws provided that such repeal does not impair the validity of any action performed pursuant to the repealed Bylaws.