Blenheim Kent Golden Eagles Gymnastic Club by-law

Section 1 - General

The Blenheim-Kent Golden Eagles Gymnastic Club shall be known as the �Corporation� and may use and register any such business names, trade styles, logos, symbols, mascots, and any other identifying representations as the Board may determine.

1.02 Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

"Act" means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
"Board" means the board of directors of the Corporation;
"By-laws" means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
"Chair" means the chair of the Board;
"Corporation" or �BKGEGC� means the Blenheim-Kent Golden Eagles Gymnastic Club;

f. "Director" means an individual occupying the position of director of the Corporation by whatever name they are called;

g. "Family" means a social unit consisting of one or more adults together with the children they care for;

�Majority Vote� means the simple majority of legal votes cast, unless specifically stated otherwise;
"Member" means a member of the Corporation. See Section 8 for explanation of Voting Member, Non-Voting Member, Family Member
"Officer" means an officer of the Corporation.

1.03 Interpretation

Other than as specified in Section 1.02, all terms contained in this By-law that are defined in the Act shall have the meanings 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. All marginal headings and numbering of clauses shall exist for ease of reference only and shall not be interpreted as having any other purpose or meaning.

1.04 Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, shall prevail.

1.05 Execution of Documents

Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation may be signed by any two of the President, Vice-President, Secretary, and Treasurer. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any Board member may certify a copy of any instrument, resolution, By-law, or other document of the Corporation to be a true copy thereof.

Section 2 - Directors

2.01 Election and Term

The Board may institute, prescribe, and enforce such policies, procedures, and regulations, not inconsistent with this, or any other By-law of the Corporation, the Act, or any other statutes.

Prior to each Annual General Meeting, the Board shall appoint one or more Directors to determine the vacancies (and may include any Officer designation recommendations) for which candidates are eligible in each year and shall so inform Voting Members of record no more than ninety (90) days prior to the Annual General Meeting or special meetings of Voting Members. Together with such notice to the Voting Members, nominations for the declared vacancies will be invited. Such nominations shall be in such format and shall require such information as the Board shall determine from time to time.�

Each Director shall be elected by Majority Vote of the Voting Members at the annual meeting of Members. The term of office of the Directors (subject to the provisions, if any, of the articles) shall be from the date of the meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed. There shall be no limit to the number of terms that may be held, successive or otherwise.

2.02 Vacancies

The office of a Director shall be vacated immediately:

if the Director resigns their office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
if the Director dies or becomes bankrupt;
if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
if, at a meeting of the Members, the Voting Members by ordinary resolution removes the Director before the expiration of the Director�s term of office.

2.03 Filling Vacancies

A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director�s predecessor:

if the vacancy occurs as a result of the Voting Members removing a Director, the Voting Members may fill the vacancy by an ordinary resolution;
if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; and
a quorum of Directors may fill a vacancy among the Directors.

2.04 Committees

Committees may be established by the Board as follows:

The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated; and
Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board�s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
Committees shall have no powers, authority, or discretionary decision-making ability, other than that which shall have been specifically stated and delegated by the Board in its sole discretion.

2.05 Remuneration of Directors

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director, subject to the following:

Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors� duties;
Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in their capacity other than as Directors, provided that the amount of any such remuneration or reimbursement is:

considered reasonable by the Board; and
approved by the Board for payment by resolution passed before such payment is made; and
in compliance with the conflict-of-interest provisions of the Act.

Section 3 - Board Meetings

3.01 Calling of Meetings

Meetings of the Directors may be called by the Chair, President or any two Directors at any time and any place on notice as required by this By-law, provided that, for the first organizational meeting following incorporation, an incorporator or a Director may call the first meeting of the Directors by giving not less than 3 days' notice to each Director, stating the time and place of the meeting.

3.02 Regular Meetings

The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

3.03 Notice

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this By-law to every Director of the Corporation not less than three days before the date that the meeting is to be held. Notice of a meeting is not necessary if all the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.

3.04 Chair

The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.

3.05 Voting

Each Director has one vote. Questions arising at any Board meeting shall be decided by a Majority Vote. In case of an equality of votes, the Chair shall not have a second or casting vote. Should any two (2) Directors be of the same Family, only one Director shall have a vote.

3.06 Quorum

A majority of the Directors shall form a quorum for the transaction of business. No business requiring a vote may be done unless there is a quorum present. 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 permits 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.

3.07 Number of Board Meetings

Exclusive of the meeting of the Board immediately after an Annual General Meeting (if any) there shall be a minimum of four (4) Board meetings annually.

3.08 Agenda and Attendees

The agenda for any meeting of the Board shall be set by the Secretary in collaboration with the President and is subject to approval with or without amendment or addition by the majority of a quorum of Directors.

Meetings of the Board are privileged and any attendees other than members of the Board attend with permission of the Chair and/or Board and such permission may be withdrawn.

In addition to elected Board members, attendees for board meetings may include:

1. Head Coach

2. Other invitees, presenters, delegation(s) or persons on specific or general invitations.

Section 4 - Financial

4.01 Banking

The Board shall by resolution from time to time designate the bank in which the money, bonds, or other securities of the Corporation shall be placed for safekeeping.

4.02 Financial Year

The financial year of the Corporation ends on June 30 in each year or on such other date as the Board may from time to time by resolution determine.

4.03 Financing

The activities of the Corporation shall be financed by:

1. membership fees, dues and other levies or assessments determined from time to time by the Board.�

2. donation, grants, bequests, gifts, endowments, awards, or any other form of benefaction in cash or kind, solicited or otherwise received.

3. proceeds from any other fundraising programs, activities, or undertakings that would yield revenue for the Corporation that may be approved from time to time by the Board.

Section 5 - Officers

5.01 Officers

The Board shall appoint from among the Directors a President, Vice President, Treasurer, and Secretary at its first meeting following the annual meeting of the Corporation. The office of Treasurer and Secretary may be held by the same person and may be known as the Secretary-Treasurer. The President shall also be the Chair, unless the President is not available, then the Vice President or any other Director may act as Chair. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.

5.02 Office Held at Board�s Discretion

Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the earlier of:

the Officer's successor being appointed,
the Officer's resignation, or
such Officer's death.

5.03 Duties

Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all such duties.

5.04 Duties of the Chair

The Chair shall perform the duties described in sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.

5.05 Duties of the President

The President shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.

5.06 Duties of the Treasurer

The Treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.

5.07 Duties of the Secretary

The Secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.

5.08 Duties of the Vice President

The Vice President shall perform the duties described in Schedule D and such other duties as may be required by law or as the Board may determine from time to time.

Section 6 - Protection of Directors and Others

6.01 Protection of Directors and Officers

No Director, Officer, or committee member of the Corporation is 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 their respective office or trust provided that they have:

complied with the Act and the Corporation�s articles and By-laws; and
exercised their powers and discharged their duties in accordance with the Act

6.02 Liability Insurance

The Corporation may purchase and maintain such insurance for the benefit of its Directors and Officers. This may be under a Directors and Officers Liability Policy with the provincial sport governing body (currently Gymnastics Ontario) or some other form as the Board may, from time to time, determine.

Section 7 - Conflict of Interest

7.01 Conflict of Interest

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a Director or Officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material 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 during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

Section 8 � Members

8.01 Members

Members of the Corporation shall be such legal entities and individuals as defined herein and as are admitted to membership by resolution of the Board from time to time. Terms and Conditions for membership are generally set out in this section but nothing prohibits the Board from imposing, waiving, or varying any conditions, rights, privileges, duties, and responsibilities of membership or from imposing any sanctions or probationary membership conditions. Membership terms and conditions may be set out in these By-laws or by Board policy.

There shall be two (2) classes of Members:

1. Voting Members (including two (2) sub-classes)

2. Non-voting Members (including two (2) subclasses)

8.02 Voting Members

Subclass a) Directors of the Corporation

Subclass b) Family Members

Family Members shall be program participants over the age of 18, or one parent/guardian per program participant under the age of 18, who have paid all dues and fees levied by the Corporation, and therefore are a Member in good standing. When a Family Member is also a Director of the Corporation, they shall be entitled to vote as per 8.04 herein.

8.03 Non-Voting Members

Subclass a) Staff members

Staff members are those persons who have been duly registered with Gymnastics Ontario (G.O.) as a supporter, coach, or judge and whose fees for membership in G.O. have been fully paid. When a staff member is also a Family Member, they shall be entitled to vote is per 8.04 herein.

Subclass b) Honorary members

Honorary members are appointed by the Board for such reasons and such periods of time as the Board sees fit and shall have such privileges and benefits of membership as the Board determines from time to time. Honorary members shall be deemed registered without payment of fees.

8.04 Right to Vote

Each Voting Member may exercise their right to vote in the manner prescribed herein, provided they have provided satisfactory appointment evidence to the Secretary or the Secretary�s delegate for the purposes of voting accreditation. No Members may vote in person or by delegate if they have unpaid fees or assessments.

8.05 Termination/Suspension of Membership

Any Member may resign in writing to the BKGEGC at any time and such resignation shall be effective upon acceptance by the Board. Any Member shall remain liable for any assessment or other indebtedness to the Corporation which may exist up to acceptance of resignation by the Board.

The Board may suspend or terminate any membership (except those of elected Directors) and shall give notice of suspension or termination in writing. Reasons are:

i) failing to govern its conduct in accordance with BKGEGC membership requirements, By-laws of the Corporation or any policies or regulations as may exist from time to time; or

ii) failing to pay any fee, due, or assessment, or any other monetary obligation to the BKGEGC; or

iii) any other reason as determined by resolution of the Board

Suspension of membership: shall mean a temporary condition that could be extended to the end of the current membership year. Privileges of membership are suspended for whatever period prescribed by the Board but may be reinstated at any time during the same membership year with such probationary requirements as the Board sees fit.

Termination of membership: shall mean the cessation of all membership privileges for the balance of the current membership year, without possibility of reinstatement in the same year. Any application for membership in future years may contain probationary conditions or other requirements.

8.06 Dues, Fees, and Assessments

1. Membership fees payable shall be fixed by a Majority Vote of the Board.

2. Other dues and assessments of any type shall be fixed by a Majority Vote of the Board from time to time.

3. The requirements for payment of fees, dues or assessment shall be determined by Board policy.

Section 9 - Members� Meetings

9.01 Annual Meeting

The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than five business days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor�s report or review engagement report and other financial information required by the By-laws or articles.

The business transacted at the annual meeting shall include:

receipt of the agenda;
receipt of the minutes of the previous annual and subsequent special meetings;
consideration of the financial statements;
report of the auditor or person who has been appointed to conduct a review engagement;
reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year;
election of Directors; and
such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual meeting unless a Member has given notice to the Corporation of any matter that the Member proposes to raise at the meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

9.02 Special Meetings

The Directors may call a special meeting of the Members. The Board shall call a special meeting on written requisition of the Members who hold at least 10 per cent of votes that may be cast at the meeting sought to be held within 21 days after receiving the requisition unless the Act provides otherwise.

9.03 Notice

Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members� meeting shall be given in the manner specified in the Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken and state the text of any special resolution to be submitted to the meeting.

9.04 Quorum

A quorum for the transaction of business at a Members� meeting shall consist of not less than ten (10) Voting Members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

9.05 Chair of the Meeting

The Chair shall be the chair of the Members� meeting; in the Chair�s absence, the Members present at any Members� meeting shall choose another Director as Chair and if no Director is present or if all of the Directors present decline to act as Chair, the Members present shall choose one of their number to chair the meeting.

9.06 Voting of Members

Business arising at any Members� meeting shall be decided by a Majority Vote unless otherwise required by the Act or the By-law provided that:

each Member shall be entitled to one vote at any meeting;
votes shall be taken by a show of hands among all Members present and the Chair of the meeting, if a Member, shall have a vote;
an abstention shall not be considered a vote cast;
before or after a show of hands has been taken on any question, the Chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the Chair of the meeting shall direct;
if there is a tie vote, the Chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the Chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

9.07 Adjournments

The Chair may, with the majority consent of any Members� meeting, adjourn the same from time to time and if a meeting of the Members is adjourned by one or more adjournments for an aggregate of less than 30 days, it is not necessary, that any person be notified of the meeting that continues the adjourned meeting, other than by announcement of all of the following at the time of an adjournment:

The time of the continued meeting.
If applicable, the place of the continued meeting.
If applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

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.

9.08 Persons Entitled to be Present

The only persons entitled to attend a Members� meeting are the Members, the Directors, the auditor or the person who has been appointed to conduct a review engagement of the Corporation, if any, and others who are entitled or required under any provision of the Act or the articles or the By-laws of the Corporation to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.

Section 10 - Notices

10.01 Service

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Corporation shall be delivered personally, or sent by prepaid mail, facsimile, email, or other electronic means to any such Member at the Member�s latest address as shown in the records of the Corporation; and to such Director at their latest address as shown in the records of the Corporation or in the most recent notice or return filed under the Corporations Information Act, whichever is the more current; and to the auditor or the person who has been appointed to conduct a review engagement at its business address; provided always that notice may be waived or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto.

10.02 Error or Omission in Giving Notice

The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

Section 11 - Adoption and Amendment of By-laws

11.01 Amendments to By-laws

The Board may from time to time in accordance with the Act amend or repeal and replace this By-law. Any By-laws enacted or amended, repealed, or otherwise altered by the Board must be presented to the voting membership at the Annual General Meeting or at a special general meeting called for the purpose so that Voting Members may confirm, repeal, alter, amend, or otherwise deal with the issue. A Majority Vote is required for confirmation, unless otherwise required in the Act or in these by-laws.

Enacted June 11, 2024.

Sarah Heuston, President

Jenny Roffel, Secretary

Jean Ripley, Treasurer

Vanessa Thompson, Vice President

Schedule A

Position Description of the President

Role Statement

If appointed, the President shall be the chief executive Officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The President shall, subject to the authority of the Board, have general supervision of the affairs of the Corporation.

Responsibilities

Agendas

Establish agendas aligned with Board goals and preside over Board meetings and special or general meetings of Members including the Annual General Meeting. Ensure meetings are effective and efficient for the performance of governance work.

Performance Appraisal

Lead the Board in monitoring and evaluating the performance of senior management, if any, through an annual process.

Representation

Serve as the Board�s primary contact with the public. They shall sign all contracts, instruments and documents as would normally require their signature and shall exercise such power and perform such other duties as may be assigned from time to time by the Board of Directors.�

Reporting

Report regularly to the Board on issues relevant to its governance responsibilities.

Board Conduct

Set a high standard for Board conduct and enforce policies and By-laws concerning Directors� conduct.

Schedule B

Position Description of the Treasurer

Role Statement

If appointed, the Treasurer works collaboratively with the President and senior management, if any, to support the Board in achieving its fiduciary responsibilities.

Responsibilities

Custody of Funds

The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall oversee the deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The treasurer shall oversee the disbursal the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements and shall render to the Chair and Directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The treasurer shall also perform such other duties as may from time to time be directed by the Board.

Board Conduct

Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors� conduct, with particular emphasis on fiduciary responsibilities.

Financial Statement

Present to the Members at the annual meeting as part of the annual report, the financial statement of the Corporation approved by the Board together with the report of the auditor or of the person who has conducted the review engagement, as the case may be.

Schedule C

Position Description of the Secretary

Role Statement

If appointed, establish agendas aligned with Board goals. The Secretary works collaboratively with the President to support the Board in fulfilling its fiduciary responsibilities.

Responsibilities

Board Conduct

Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors� conduct, with particular emphasis on fiduciary responsibilities.

Document Management

Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees. Attend to correspondence on behalf of the Board. Have custody of all minute books, documents, and ensure that they are maintained as required by law. Ensure that all reports are prepared and filed as required by law or requested by the Board.

Meetings

Give such notice as required by the By-Laws of all meetings of the Corporation, the Board and Board committees.

Schedule D

Position Description of the Vice President

Role Statement

If appointed, the Vice President shall, in the event that the President is unable or unwilling to fulfill their duties for any reason, assume the responsibilities and powers and perform the duties of the office of President for such time as the Board sees fit. Should the Vice President be unable or unwilling to perform this duty, the presidential succession shall be granted to any other Director chosen by resolution of the Board.

Responsibilities

Board Conduct

Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors� conduct, with particular emphasis on fiduciary responsibilities.