(the “Corporation”)
Approved by the Board of Directors on October 9th 2021.
Approved by the Members at a Special Meeting on October 23, 2021.
Changes to quorum made 2024 AGM of 19 Jan 2025.
BE IT ENACTED as a by-law of the Corporation as follows:
1. Definitions:
In this by-law of the corporation, unless the context otherwise requires:
“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; (NFP Act)
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the corporation;
“board” means the board of directors of the Corporation and “director” means a member of the board; the terms “board” and “board of directors” are interchangeable;
“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
“club” and “corporation” are interchangeable, both are used reflecting the terms used in the different sources that come together in this document.
“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members; “general meeting” means the same as “meeting of members”;
“resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
“fitness walking” is the regular and structured participation in endurance walking activities, with the general goal of improving one’s walking ability;
“competitive walking” is the preparation for, and participation in, endurance activities where prowess is measured by time or distance, with the general goal of improving one’s walking ability and performance;
“sine die” means without end;
“race walking” is the event in Track and Field Athletics defined and described in TR54.2 of the World Athletics (WA) Competition and Technical Rules. The event is presently under the jurisdiction of Athletics Canada in Canada, working through its member and affiliated Athletics associations in each province and territory. In Ontario, the Athletics Canada member is Athletics Ontario
2. Corporate Seal:
The Club has a corporate seal in the form approved by the Board and bears the words “Bytown Walkers club de marche”. The President of the Club is the custodian of the corporate seal.
3. Financial Year:
The Club’s membership and financial year shall be from January 1st to December 31st.
4. Banking Arrangements:
The Club’s banking business shall be transacted at one or more financial institutions designated by the Board. Banking business shall normally be transacted by the Club Treasurer; financial transactions require two signatures from a list designated by resolution of the Board.
5. Borrowing Powers:
If authorized by a resolution of the Board of Directors and confirmed by an ordinary resolution of the members, the directors of the corporation may from time to time, incur debt on the credit of the club, providing the terms and repayment plan are clearly stated.
6. Annual Financial Statements:
Annual Financial Statements shall be provided at the Annual General Meeting and shall normally be in the hands of the membership seven days before the meeting.
7. Membership Conditions:
Membership shall consist of regular and student members and is open to both residents and non-residents of the National Capital area upon payment of the membership fee approved by the Board, each year. The Board of Directors may name Guest and Honorary members. A Guest Member is appointed for the current membership year in order to further Club objectives. An Honorary Member is appointed sine die as a recognition of outstanding contributions to the Club or to the sport of walking.
Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to this section of the by-laws if those amendments affect membership rights and conditions described in Paragraphs 197(1)(e), (h), (l), or (m) of the Act.
8. Membership Transferability:
A membership may only be transferred to the Corporation Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
9. Notice of Members Meeting:
The Club shall hold one Annual General Meeting (AGM) per year and may hold Special General Meetings, except during a period of 30 days before or after the AGM. The AGM agenda, election information and motions proposing changes to the Club’s Constitution, By-laws and Policies shall be in the hands of the membership no less than 30 days before the date of the meeting. Members shall be notified by electronic or telephonic means.
Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
10. Special Meetings:
A Special General meeting may be called by the Board of Directors or by the membership by written notice presented to the Board of Directors at least two weeks before the proposed date of the meeting. The number of signatories to that written notice shall equal the number of members in good standing required for a quorum. The written notice shall include the proposed agenda, which shall be circulated to the membership no later than seven days before the proposed date of the meeting. The Board of Directors shall confirm the meeting on the date proposed whenever possible. If the directors do not call a meeting within the prescribed period after receiving the requisition, any member who signed the requisition may call the meeting.
11. Termination of Membership:
A membership in the Corporation is terminated when:
a. the member dies or resigns;
b. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
c. the member’s term of membership expires; or
d. the Corporation is liquidated and dissolved under the Act.
12. Effect of Termination of Membership: Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
13. Discipline of Members:
The board shall have authority to suspend or expel any member from the Corporation for any one of the following grounds:
a. violating any provision of the articles, by-laws, or written policies of the Corporation;
b. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
c. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.
14. Proposals Nominating Directors at Annual Members’ Meetings:
Nominations for Board of Directors positions shall be submitted to the Board no later than 14 days prior to the AGM. Nominations shall then be circulated to all members no later than seven days prior to the AGM. Nominations from the floor of the AGM may be made only if no nominations have been received under the terms of this section.
15. Cost of Publishing Proposals for Annual Members’ Meetings:
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
16. Place of Members’ Meeting:
All Members’ Meetings shall be held in the City of Ottawa with provision for virtual attendance. The Annual General Meeting shall be held on a date between 1st November and 31st January. The date is to be decided by the Board of Directors, and announced to the membership at least 60 days in advance.
17. Persons Entitled to be Present at Members’ Meetings:
Regular, e-members (electronic) and student members may vote at the Annual General Meeting. Guest and Honorary Members may participate in all AGM activities, but may not vote.
18. Quorum at Members’ Meetings:
The quorum for all Members’ Meetings is one-third (1/3) of all members entitled to vote at the meeting. If a quorum is present at the opening of a meeting, the business of the meeting may proceed even if a quorum is not maintained throughout the meeting.
19. Votes to Govern at Members’ Meetings:
Changes to the Constitution and Bylaws are made only at the Annual General Meeting, or at a Special General Meeting called specifically for the purpose. To be approved, these changes need a two-thirds majority of the votes cast on the questions. Abstentions are not counted as votes cast. Votes on Policies and other business may occur at any General Meeting or at any meeting of the Board of Directors. To be approved, these changes need a simple majority of the votes cast. Abstentions are not counted as votes cast.
20. Participation by Virtual Means at Members’ Meetings:
Participation at meetings of members may be in person, virtual, or a combination of both.
21. Members’ Meeting Held Entirely by Virtual Means:
Meetings of members may be held virtually at the discretion of the Board.
22. Number of Directors:
The Board shall consist of the number of directors specified in the articles. The articles provide for a minimum of three and maximum of seven directors, to include the following positions: President; Registrar; Treasurer and Directors at Large.
23. Term of Office of Directors:
The Directors shall be elected and hold office for a term expiring not later than the close of the second annual meeting of members following the election. One half of the (1/2) directors shall be elected one year and the other half (1/2) are elected the following year to result in a rolling term. Thereafter, except when an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for two year terms. Membership on the Board shall be limited to three consecutive terms.
24. Calling of Meetings of the Board of Directors:
The Board of Directors shall normally meet monthly, but must meet at least six times yearly. Meetings are called by the chair of the board, or any two directors at any time.
25. Notice of Meeting of Board of Directors:
Notice of time and place for holding a meeting of the board shall be communicated to board members and members in advance. Meeting dates are normally agreed upon at the previous board meeting.
26. Votes to Govern at Meetings of the Board of Directors:
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In the case of an equality of votes, the resolution fails.
27. Committees of the Board of Directors:
The Board of Directors may appoint ad hoc committees to consider matters deemed to require advice or action. Committee members shall report to the Board and hold their office as determined by the Board.
28. Appointment of Officers: The Board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
29. Description of Offices:
The President is responsible for the proper conduct of all Club business, and for the Club’s operation and growth. The President shall be the Club’s representative in all external matters, or shall designate another representative. The President shall chair all meetings of the Board and all General Meetings, or shall designate another Chair. At the expiry of his or her term of office, the President shall deliver all relevant documents, records, and other club property in his or her possession or control to the incoming President.
The Registrar is the Club’s Corporate Secretary, and is responsible for the Club’s proper record-keeping in all matters except those specifically assigned to other Board members. The Registrar shall maintain a current list of members, and keep the forms and information necessary to do so. The Registrar shall make available membership information on other Athletics organizations that members in competitive program levels may wish, or be required to join, and shall be the Club’s designated representative to those organizations in matters of membership and registration. At the expiry of his or her term of office, the Registrar shall deliver all relevant documents, records, and other club property in his or her possession or control to the incoming Registrar.
The Treasurer is responsible for all monies received and expended by the Club. The Treasurer shall deposit income in the bank account(s) authorized by the Board, make approved disbursements, and account for all transactions. The Treasurer shall provide a complete financial report to the AGM, a summary report to each meeting of the Board, and whenever requested by the President. The funds, books and vouchers shall at all times be subject to inspection and verification by the Board. The Treasurer is responsible for registering the Club Website. At the expiry of his or her term of office, the Treasurer shall deliver all documents, records, assets, and other club property in his or her possession or control to the incoming Treasurer.
Directors at Large are responsible for ensuring due consideration of Club business discussed by the Board, and for representing members’ views to the Board. They may also be assigned specific tasks by the Board. At the expiry of their terms of office, Directors at Large shall deliver all documents, records, assets, and other club property in their possession or control to the incoming Directors at Large.
30. Vacancy in Office
Should a vacancy occur on the Board of Directors, the remaining members may appoint a replacement member. Should the number of replacements in any one year exceed three Board members in total, a Special General Meeting shall be held to confirm all remaining members and fill vacancies by election.
31. By-laws and Effective Date
The Board of Directors may not make, amend or repeal any by-laws that regulate the affairs of the Corporation without having the by-law, amendment or repeal confirmed by the members by resolution.
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Bytown Walkers Club de marche 