CONSTITUTION
BY-LAW NO. 1 - 2026
A by-law relating generally to the
conduct of the business and affairs of
THE THUNDER BAY FIGURE SKATING CLUB.
(hereinafter called the "Corporation")
BY-LAW NO. 1
ARTICLE ONE
INTERPRETATION
1.01 Definitions
In this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:
(a) "Act" means the Not-for-Profit Corporations Act, 2010 (Ontario), and any statute
amending it or any successor legislation, and where the context requires, includes the
regulations made under the Act, as amended or re-enacted from time to time;
(b) “Articles” means any instrument that incorporates the Corporation or modifies its
incorporating instrument, including articles of incorporation, restated articles of incorporation,
articles of amendment, articles of amalgamation, articles of arrangement, articles of
continuance, articles of dissolution, articles of reorganization, articles of revival, letters
patent, supplementary letters patent, or a special act;
(c) “Board” means the board of directors of the Corporation;
(d) "By-law" means this by-law and any by-law of the Corporation from time to time in force
and effect;
(e) "Corporation" shall mean THUNDER BAY FIGURE SKATING CLUB;
(f) “Director” means an individual elected or appointed to the Board;
(g) “Member” means a member of the Corporation;
(h) "Membership Year" shall be September 1st to August 31st of each calendar year.
(i) "Officer" means an officer of the Corporation;
(j) “Ordinary Resolution” means a resolution submitted to a meeting of the Members of the
Corporation duly called for the purpose of considering the resolution and passed at the
meeting, with or without amendment, by at least a majority of the votes cast, or a resolution
consented to by each Member of the Corporation entitled to vote at a meeting of the
Members of the corporation;
(k) “Registrant” means (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 of Skate Canada; 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 of Skate Canada;
(l) "Rules and Policies" means the rules and policies of Skate Canada as set out in the
technical rules, policies and procedures of Skate Canada as published from time to time;
(m) "Skate Canada" means Skate Canada / Patinage Canada, or successor;
(n) “Skate Ontario” means Skate Ontario, or successor;
(o) “Special Resolution” means a resolution submitted to a special meeting of the
Members of the Corporation duly called for the purpose of considering the resolution and
passed at the meeting, with or without amendment, by at least two -thirds of the votes cast,
or a resolution consented to by each Member of the Corporation entitled to vote at a meeting
of the Members of the Corporation; p) “Special Business”
Means any business that is not considered routine business of the club and that requires
specific notice to the members except for:
(i) consideration of the financial statements;
(ii) consideration of the audit report, if any;
(iii) election of Directors; and
(iv) reappointment of the incumbent auditor, if necessary;
(q) “Telephonic or Electronic
Means any method of communication that allows participants to communicate with one
another in real time, including by telephone, video conference or other electronic
communications.
1.02 Interpretation
(a) Unless otherwise defined herein, the defined terms set out in the Act have the same
meanings as when used in this by-law.
(b) Words in the singular include plural, and words in the plural include the singular. Words
referring to one gender include all genders. The word "person" includes an individual,
corporation, company, partnership, trust or other organisations.
(c) The headings in these by-laws are for reference only. They do not affect the meaning or
interpretation of any provision.
ARTICLE TWO MEMBERSHIP IN SKATE CANADA AND SKATE ONTARIO
2.01 Membership in Skate Canada and Skate Ontario
(a) The Corporation shall be a member in good standing of Skate Canada and Skate
Ontario.
(b) The Corporation shall pay such fees and such other charges as shall be required of
members of Skate Canada, in order to maintain its membership.
(c) The Corporation shall encourage the instruction, practice, enjoyment and advancement
of its members in all aspects of skating in accordance with the Rules and Policies.
(d) The corporation shall be managed and operated by a volunteer Board of Directors and
shall comply with the applicable rules, policies and requirements of Skate Canada & Skate
Ontario.
(e) The Corporation shall protect the eligible status of its Members. The Corporation shall not
knowingly take or omit any action that would jeopardize the eligible status of its Members.
ARTICLE THREE
AFFAIRS OF THE CORPORATION
3.01 Registered Office
The registered office of the Corporation shall be in the place within the Province of Ontario
as specified in the Articles, or at such location therein as the Board may from time to time
determine by resolution or special resolution.
ARTICLE FOUR
DIRECTORS
4.01 Composition of the Board
In accordance with the Articles, the affairs of the Corporation shall be managed by the Board
consisting of a minimum of three (3) and maximum of nine (9) (which includes the past
president).The board shall be composed of a president, Vice president, secretary, treasurer
and 4 officers plus the past president. The Board shall be composed of the fixed number of
Directors within such range as determined from time to time by special resolution of the
Members, or, if the special resolution empowers the Board to determine the number, by
resolution of the Board.
4.02 Eligibility of Directors
To be eligible for election as a Director, an individual must
meet the following criteria:
(a) Be eighteen (18) years of age or older;
(b) Has not been found under the Substitute Decisions Act, 1992 or under the Mental Health
Act to be incapable of managing property;
(c) Has not been found to be incapable by any court in Canada or elsewhere;
(d) Does not have the status of bankrupt; and
(e) Is a member in good standing of the corporation at the time and throughout their term on
the Board of Directors.
4.03 Term of Office and Vacancies
If Board position becomes vacant, the Board may appoint a qualified member to fill the
position until the next election subject to the Act.
(a) Directors shall serve a two (2) year term and may seek re-election if they remain eligible.
Director positions shall be staggered so that approximately one-half of the Directors
positions are elected each year. A Director remains in office until their successor is elected
or appointed. Unless they resign, are removed, or otherwise cease to be eligible to serve.
(b) As long as there is a quorum of Directors in office, any vacancy occurring in the Board
may be filled for the remainder of the term by the Directors then in office; otherwise such
vacancy shall be filled at the next meeting of the Members at which the Directors for the
ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors
shall forthwith call a meeting of the Members to fill the vacancy, and, in default or if there are
no Directors then in office, the meeting may be called by any Member.
4.04 Ceasing to Hold Office
The office of a Director is immediately considered vacant without any further action being
required.
(a) if they cease to be a Member of the Corporation;
(b) the Director is absent from three (3) consecutive meetings of the Board;
(c) has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act
to be incapable of managing property; (d) if by notice in writing to the Corporation resigns their office 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;
(e) if they are removed from office by the Members in accordance with section 4.06 herein;
or
(f) if they die.
4.05 Election and Nomination of Directors
(a) Directors shall be elected annually by the Members at an annual meeting at which
an election of Directors is required by ordinary resolution.
(b) The Board shall circulate among the Members a request for nominations for
Directors and requests to Ordinary Members, Parent Members, and Honorary Members,
who wish to present their candidacy as a Director on the Board at least forty-five (45) days
before the annual meeting of Members to the secretary. The request shall include full name,
contact information, A short paragraph explaining why you would like to join the Board and
summary of the skills, experience, and qualities you feel you can bring to the Board and the
Club.
(c) The nominator or candidate shall return the application with the name of the nominator,
seconder, and consent of the candidate or nominee no later than thirty (30) days before the
annual meeting, along with the requirements of 4.05 b.
(d) The Club shall provide membership with an opportunity to nominate eligible individuals
for election as Directors. The names of all eligible nominees received by the deadline shall
be included in the notice of the AGM. If the number of nominees is greater than the number
of available Director positions, an election shall be held at the AGM. If the number of
nominees is equal to the number of available positions, the nominees may be elected in
accordance with the club's voting procedures.
(f) Nomination for Director positions must be submitted in accordance with the nomination
process and deadline established by the corporation. Nominations received after the
deadline may only be accepted at the AGM if permitted by the corporation by-laws and
applicable legislation.
(g) Directors shall be elected individually by the members at the AGM. If the number of
eligible nominees is greeted then the number of positions, an election shall be held.
Members may vote for up to the number of available positions. The nominees receiving the
most votes shall be elected. If the number of eligible nominees is equal to or less than the
number of available positions, the nominee may be elected by a vote of the members.
4.06 Removal of Directors
The Members may, by ordinary resolution at a special meeting of which notice specifying the
intention to pass such resolution has been given, remove any Director before the expiration
of the Director’s term of office, and may, by ordinary resolution at such meeting, elect any
person in the Director’s stead for the remainder of the Director’s term.
4.07 Committees
The Board may establish committees as follows:
(a) 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. (b) The Board shall determine the composition of and may dissolve any committee by
resolution at any time.
(c) The Board shall determine terms of reference for any committee.
ARTICLE FIVE
MEETINGS OF DIRECTORS
5.01 Place of Meetings
Meetings of the Board and of a committee, if any, may be held at any place within Ontario to
be determined by resolution of the Board.
5.02 Notice
Directors must be given written notice of the date, time and location of each Board meeting
at least two (2) business days before the meeting. A meeting may be held with less than two
(2) business days’ notice if all Directors agree. Notice is not required if all directors are
present and no one objects to the meeting, or if Directors who are absent have waved notice
or agreed to the meeting. The notice should include the main purpose or business of the
meeting.
5.03 Omission of Notice
The accidental omission to give notice of any meeting of Directors to, or the non-receipt of
any notice by, any person shall not invalidate any resolution passed or any proceeding taken
at such a meeting.
5.04 Telephonic or Electronic Meetings
With consent of all the Directors of the Corporation, a Board meeting or meetings of any
committees of the Board may be held by telephonic or electronic means that permit all
participants to communicate adequately with each other during the meeting. Participation by
a Director or a Member of a committee in a meeting under this section 5.04 shall constitute
presence in person at such meetings.
5.05 Adjournment
The chair may adjourn a Board meeting with the consent of the Directors present. The
meeting may be continued at another time and place determined by the Directors. If the new
time and place are announced before the meeting is adjourned, no further notice is required.
A quorum must be present when the meeting resumes.
5.06 Others Entitled to be Present at Meetings
Members may request to address the Board. The Board may invite members of guests to
attend when appropriate. Members who wish to address the board may email the President.
The President can then inform the members who wish to attend, the date, time and location
of the next meeting.
5.07 Regular Meetings
The Board shall meet as often as necessary to conduct club business. The Board will meet
no less than sixty (60) days between meetings.
5.08 Quorum
Unless the Articles or a special resolution otherwise provides, a majority of the current
number of elected and appointed members of the Board constitutes a quorum, but in no
case shall a quorum be less than three (3) Directors. Notwithstanding any vacancy among
the Directors, a quorum of Directors may exercise all the powers of Directors.
5.09 Voting
Each Director in attendance at a Board meeting shall be entitled to one (1) vote on each
matter. Every question arising at Board meetings shall be decided by a majority of votes,
and every question shall be decided by a show of hands unless a secret ballot/ poll on the
question is required by the Chair or requested by any Director. A declaration by the Chair
that a resolution has been carried and an entry to that effect in the minutes is conclusive
evidence of the fact without proof of the number or proportion of votes recorded in favour of
or against the resolution. Online voting may be permitted for time-sensitive decisions and
email must contain a Yes, No or Abstain and must be filed in a retrievable manner. Online
votes must be documented in the subsequent meeting of the Board.
5.10 Remuneration of Directors
The Directors shall serve without remuneration, and no Director shall directly or indirectly
receive any profit from their position as such; provided that a Director may be reimbursed for
reasonable expenses incurred by them in the performance of their duties.
5.11 Duty of Directors
Every Director of the Corporation in exercising their powers and discharging their duties shall
act honestly and in good faith with a view to the best interests of the Corporation and
exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances.
5.12 Absent Directors
No person shall act for an absent Director at a Board meeting.
5.13 Written Resolution
in Lieu of Meeting Unless otherwise restricted by the Articles or this by-law, any resolution
required or permitted to be passed at any meeting of the Board or of any committee thereof
may be taken without a meeting if all Directors or members of such committee, as the case
may be, consent thereto in writing, and the writings are filed with the minutes of proceedings
of the Board or committee in accordance with the constitution.
ARTICLE SIX
OFFICERS
6.01 Officers
The Board shall designate annually the offices of the Corporation. The Board
shall appoint from among the Directors a person to be President, Treasurer, Secretary and
Vice-President. Officers will hold their office for a term of one (1) year, provided that each
such Officer shall hold office until the earlier of the date on which their office is vacated or
until the end of the meeting at which their successor is elected or appointed. Two (2) or more
of the below mentioned offices may be held by the same person. The Board may specify the duties of an Officer, in accordance with this by-law and subject to the Act delegate to such
offices powers to manage the business and affairs of the Corporation.
6.02 Removal of Officers
The Board may, by resolution passed by at least two-thirds (2/3) of the votes cast at a
meeting of the Board, remove any Officer before the expiration of their term of office and
may, by a majority of the votes cast at that meeting, elect any person in their stead for the
remainder of their term.
6.03 President
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
activities and affairs of the Corporation.
6.04 Vice-President
If appointed, the Vice-President shall in the absence or inability to act of
the President or President-Elect perform the duties of the President or President-Elect and
shall perform those other duties as the Board may specify.
6.05 Secretary
The Secretary shall attend meetings of the Members, the Board, and committees, if any, to
record minutes and votes. In the absence of the Secretary, the Secretary may appoint someone to act as clerk. The Secretary shall perform any other duties required by the by-laws or the Board.
6.06 Treasurer
If appointed, the Treasurer may work with a bookkeeper, if any, in the performance of the
foregoing duties. The Treasurer shall safeguard the Corporation’s funds and securities,
maintain accurate records of all receipts and disbursements, and deposit funds in accounts
designated by the Board. The Treasurer shall make authorized payments, keep supporting
documentation, and report to the President and Board on financial transactions and the
Corporation’s financial condition at regular meetings or as requested. The Treasurer may
work with a bookkeeper, if any, to carry out these duties.
ARTICLE SEVEN PROTECTION OF DIRECTORS AND OFFICERS
7.01 Declaration of Interest
(a) A Director or Officer who:
(i) is a party to a material contract or transaction or proposed material contract or
transaction with the Corporation; or
(ii) 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 disclose to the Corporation or request to have entered in the
minutes of Board meetings the nature and extent of their interest.
(b) The disclosure required by section 7.01(a) must be made, in the case of a Director:
(i) at the meeting at which a proposed contract or transaction is first considered; (ii) if the Director was not then interested in a proposed contract or transaction, at the
first meeting after the Director becomes so interested;
(iii) if the Director becomes interested after a contract is made or transaction is
entered into, at the first meeting after the Director becomes so interested; or
(iv) if an individual who is interested in a contract or transaction later becomes a
Director, at the first meeting after the individual becomes a Director.
(c) The disclosure required by section 7.01(a) must be made, in the case of an Officer who is
not a Director:
(i) forthwith after the Officer becomes aware that the contract or transaction or
proposed contract or transaction is to be considered or has been considered at a
Board meeting;
(ii) if the Officer becomes interested after a contract is made or transaction is entered
into, forthwith after the Officer becomes so interested; or
(iii) if an individual who is interested in a contract or transaction later becomes an
Officer, forthwith after the individual becomes an Officer.
(d) If the contract or transaction or proposed contract or transaction in respect of which a
disclosure is required to be made for the purposes of section 7.01(a) is one that, in the
ordinary course of the Corporation’s business, would not require approval of the Board or Members, then the Director or Officer shall disclose to the Corporation, or request to have entered in the minutes of Board meetings, the nature and extent of their interest forthwith after the Director or Officer becomes aware of the contract or transaction or proposed contract or transaction.
(e) Except as permitted by the Act, a Director referred to in section 7.01(a) shall not attend
any part of a Board meeting during which the contract or transaction is discussed, and shall
not vote on any resolution to approve the contract or transaction.
(f) If no quorum exists for the purposes of voting on a resolution to approve a contract or
transaction only because one (1) or more Director(s) are not permitted to be present at the
meeting by virtue of section 7.01(e), the remaining Directors are deemed to constitute a
quorum for the purpose of voting on the resolution.
(g) For the purposes of section 7.01, a general notice to the Board by a Director or Officer
disclosing that the individual is a director or officer of, or has a material interest in, a person,
or that there has been a material change in the Director’s or Officer’s interest in the person,
and is to be regarded as interested in any contract or transaction entered into with that
person, is sufficient disclosure of interest in relation to any such contract or transaction.
(h) A contract or transaction for which disclosure is required under section 7.01(a) is not void
or voidable, and the Director or Officer is not accountable to the Corporation or the Members
for any profit or gain realized from the contract or transaction, because of the Director’s or
Officer’s interest in the contract or transaction or because the Director was present or was
counted to determine whether a quorum existed at the Board or Board committee meeting
that considered the contract or transaction, if:
(i) disclosure of the interest was made in accordance with this section;
(ii) the Board approved the contract or transaction; and
(iii) the contract or transaction was reasonable and fair to the Corporation when it
was approved.
7.02 Limitation of Liability
Every Director and Officer of the Corporation in exercising their powers and discharging their
duties shall act honestly and in good faith with a view to the best interests of the Corporation
and exercise the care, diligence and skill that a reasonably prudent person would exercise in
comparable circumstances. Subject to the foregoing, no Director or Officer shall be liable for
the acts, omissions, failures, neglects or defaults of any other Director, Officer or employee,
or for joining in any act for conformity, or for any loss, damage or expense suffered or
incurred by the Corporation through the insufficiency or deficiency of title to any property
acquired by the Corporation or for or on behalf of the Corporation, or for the insufficiency or
deficiency of any security in or upon which any of the monies of the Corporation shall be
invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of
any person with whom any of the monies, securities or effects of the Corporation shall be
deposited, or for any loss occasioned by any error of judgment or oversight on their part, or
for any other loss, damage or misfortune that shall happen in the execution of the duties of
their office or in relation thereto. Nothing herein shall relieve any Director or Officer from the
duty to act in accordance with the Act or from liability for any breach thereof.
7.03 Indemnity
The Corporation shall indemnify each former and present Director and Officer of the
Corporation, and each other individual who acts or acted at the Corporation's request as a
Director or Officer or in a similar capacity of another entity, against all costs, charges and
expenses, including an amount paid to settle an action or satisfy a judgment, reasonably
incurred by such person in respect of any civil, criminal, administrative , or investigative
action or other proceeding in which the individual is involved because of that association with
the Corporation or other entity if:
(a) the person was not judged by any court or other competent authority to have committed
any fault or omitted to do anything that the individual ought to have done;
(b) the person acted honestly and in good faith with a view to the best interests of the
Corporation or, as the case may be, to the best interests of the other entity for which the
individual acted as Director or Officer or in a similar capacity at the Corporation's request;
and
(c) in the case of a criminal or administrative action or proceeding that its enforced by a
monetary penalty, the person had reasonable grounds for believing that the conduct was
lawful. The Corporation may indemnify such persons and their heirs, executors,
administrators, and legal representatives, in all such other matters, actions, proceedings and
circumstances as may be permitted by the Act or the law. Nothing in this by-law shall limit
the right of any person entitled to indemnity to claim indemnity apart from the provision of
this by-law.
7.04 Insurance
Subject to the Act, the Corporation may purchase and maintain such insurance for the
benefit of any person referred to in section 7.03 hereof as the Board may from time to time
determine. The Corporation shall maintain annual liability insurance coverage as required
and designated by Skate Canada.
ARTICLE EIGHT
MEMBERSHIP
8.01 Entitlement
Membership is open to all individuals irrespective of age, creed, ethnic origin or sex who are
interested in furthering the Corporation’s purposes and who have been accepted into
membership in the Corporation by resolution of the Board. The individual agrees to uphold
and comply with the Corporation’s Articles and by-laws and meets the conditions of
membership in section 8.03.
8.02 Applications
Applications for membership shall be submitted electronically through the Corporation’s
website or in any other manner approved by the Board. Applications for Honourary
Membership shall be submitted by email to the Board. Applicants shall be promptly notified
of their admission by telephone or electronic means.
8.03 Classes of Membership
There shall be four (4) classes of membership in the Corporation:
1. Ordinary Member (Voting)
An Ordinary Member of the Corporation is an individual who has successfully applied for
admission to the membership of the Corporation, has paid all membership dues as required
by the Corporation, and actively participates in the amateur skating programmes offered by
the Corporation and is eighteen (18) years of age and, if eighteen (18) or older, the individual
must consent in writing to the parent or legal guardian becoming a Parent Member. Upon
acceptance as a Member to the Corporation, the Ordinary Member becomes a Registrant of
Skate Canada. An Ordinary Member is entitled to one (1) vote at all meetings of the
Members.
2. Parent Member (Voting)
A Parent Member of the Corporation is a parent or legal guardian of an individual who has
successfully applied for admission to the membership of the Corporation, has paid all
membership dues as required by the Corporation, and actively participates in the amateur
skating programmes offered by the Corporation and is under eighteen (18) years of age and,
if eighteen (18) or older, the individual must consent in writing to the parent or legal guardian
becoming a Parent Member. A Parent Member is entitled to one (1) vote only with respect to
any and all underage active participant(s) they represent as parent or guardian, at all
meetings of the Members.
3. Honourary Member (Voting)
An Honourary Member of the Corporation is an individual who has rendered valuable service
to the Corporation and/ or whose advice and experience would be of value in advancing the
purposes and supporting the activities of the Corporation. An Honourary Member must be
nominated by the Board and any individual so nominated shall be voted on an annual basis
by the Members at the meeting at which the Directors of the Corporation are elected. Such
Honourary Members shall be exempt from payment of dues and upon acceptance, and shall
be a Registrant of Skate Canada. An Honourary Member is entitled to one (1) vote at any
meetings of the Members.
4. Associate Member (Non-Voting)
An Associate Member of the Corporation is an individual who has successfully applied for
admission to the Corporation whose home club is not the Corporation, which admission has limited club privileges as may be determined from time to time by the Board, has paid all
dues as required by the Corporation and actively participates in the amateur skating
programmes offered by the Corporation. An Associate Member is not entitled to vote at any
meetings of the Members.
8.04 Suspension for Non-Payment of Membership Fees
Any Member failing to pay dues, assessments or fees within a period of ten (10) business
days after such dues or assessments shall have become due or payable shall be suspended
from all rights and privileges of membership. If such arrears are not paid within ten (10)
business days of such suspension, the Member shall, unless an arrangement for payment of
such arrears is approved by the Board, cease to be a Member in accordance with section
8.07 herein. The Board shall refuse to recognize any further application from such Member
unless and until all such arrears are paid in full. Upon payment of all unpaid dues, fees or
assessments, Members in arrears may be reinstated at the discretion of the Board.
8.05 Suspension or Termination for Other Reasons
The Board shall have authority to suspend or expel any Member failing to abide by the terms
of the Articles or the by-laws and/or the Rules and Policies of Skate Canada in accordance
with section 8.07 herein.
8.06 Termination of Membership by Members
Any Member may be expelled from the Corporation for cause by not less than two-thirds
(2/3) of the votes cast at a meeting of Members by Members present and eligible to vote at
an annual or other special meeting of Members. Every Member so charged shall be entitled
to reasonable notice and an opportunity to be heard by the Board in accordance with section
8.07 herein.
8.07 Fair Discipline or Termination
If the Board or the Members determines that a Member should be suspended or expelled
from membership in the Corporation in accordance with section 8.04, section 8.05 and
section 8.06, the President, or such other Officer as may be designated by the Board, shall
provide fifteen (15) days' notice of suspension or expulsion to the Member and shall provide
reasons for the proposed suspension or expulsion. The Member may make a written
submission to the President, or such other Officer as may be designated by the Board, in
response to the notice received within such 15-day period, and the Board. If no written
submission is received, 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 a written submission is received in accordance with this
section, the Board will give the Member an opportunity to be heard orally or in writing, not
less than five (5) days before the suspension or expulsion of membership becomes effective.
The Board's decision shall be final and binding on the Member.
8.08 Termination of Member Rights
The interest of a Member in the Corporation is not transferable and lapses and ceases to
exist upon a Member’s death, the expiration of their Membership year or their suspension or
expulsion pursuant to section 8.04, section 8.05 and section 8.06.
8.09 Liability of Members
The Members are not, in that capacity, liable for any liability of the Corporation, or any act or
default of the Corporation, except as otherwise provided by this Act.
ARTICLE NINE
MEETINGS OF MEMBERS
9.01 Annual Meeting
The Corporation shall hold an annual meeting of Members within three
(3) months of its fiscal year end, provided that such meeting is not later than fifteen (15)
months after holding the preceding annual meeting. The annual meeting of the Members
shall be held at such date and time in Ontario as determined by resolution of the Board and
may be held in person, by telephonic or electronic means or as a hybrid of both. Any
Member, upon request, shall be provided, not less than five (5) 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:
a) receipt of the agenda;
b) receipt of the minutes of the previous annual and subsequent special meetings;
c) consideration of the financial statements;
d) report of the auditor or person who has been appointed If and when necessary, to
conduct a review engagement;
e) reappointment or new appointment of the auditor or a person to conduct a review
engagement, when necessary, for the coming year;
f) election of Directors; and
g) 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 Meeting
A special meeting of the Members may be called at any time by the Board for the transaction
of any business, the general nature of which is specified in the notice calling the meeting. A
special meeting of Members may also be called by requisition of Members carrying not less
than ten percent (10%) of the voting rights of the Corporation to the Board for any purpose
connected with the affairs of the Corporation that does not fall within the exceptions listed in
the Act within twenty-one (21) days from the date of deposit of the requisition.
9.03 Notice
Subject to the Act, not less than ten (10) and not more than fifty (50) days written
notice of any annual or special Members’ meeting shall be given in the manner specified in
section 10.01 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 Omission of Notice
The accidental omission to give notice of any meeting or any irregularity in the notice of any
meeting or the non-receipt of any notice by any Member or Members or by the auditor or
person appointed to conduct a review engagement shall not invalidate the meeting and any
resolution passed or any proceedings taken at any meeting of Members.
9.05 Participation by Telephonic or Electronic Means
If the Corporation chooses to make available communication facilities by telephonic or
electronic means that permits all participants to communicate adequately with each other
during a meeting of Members, any person entitled to attend such a meeting may participate
in the meeting by such telephonic or electronic means in the manner provided by the Act. A
person participating in a meeting by such means is deemed to be present at the meeting.
Notwithstanding any other provision of this by-law, any person participating in a meeting of
Members under this section 9.05 who is entitled to vote at that meeting may vote, in
accordance with the Act, by telephonic or electronic means that the Corporation has made
available for that purpose, given that the Corporation can verify that such votes were made
by voting Members and cannot see how each Member voted.
9.06 Votes
Every question submitted to any meeting of Members shall be decided in the first instance
by a show of hands unless a ballot/poll is demanded. At any meeting unless a ballot/poll is
demanded, a declaration by the Chair of the meeting that a resolution has been carried or
lost shall be conclusive evidence of the fact.
9.07 Proxies
A Member entitled to vote at a meeting of Members may vote by proxy by appointing in
writing a proxyholder, and one (1) or more alternative proxyholders, who is a Member in
good standing, of the Corporation to attend and act at the meeting in the manner and to the
extent authorized by the proxy and with the authority conferred by it subject to the following
requirements:
(a) A proxy is valid only at the meeting in respect of which it is given or at a continuation of
that meeting after an adjournment.
(b) A Member may revoke a proxy by depositing an instrument or act signed by the Member
or by their agent or mandatary:
(i) at the registered office of the Corporation no later than the last business day
before the day of the meeting, or the day of the continuation of that meeting after an
adjournment of that meeting, at which the proxy is to be used; or
(ii) with the Chair of the meeting on the day of the meeting or the day of the
continuation of that meeting after an adjournment of that meeting.
(c) A proxyholder or alternative proxyholder has the same rights as the Member by whom
the proxyholder was appointed, including the right to speak at a special meeting of Members
in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the
meeting and, to vote at the meeting by way of a show of hands.
(d) The form of proxy will:
(i) indicate in boldface type, (A) the meeting at which it is to be used; (B) that the
Member may appoint a proxyholder, other than a person designated in the form of
proxy, to attend and act on the Member's behalf at the meeting; and (C) instructions
on the manner in which the Member may appoint the proxyholder; (ii) contain a designated blank space for the date of the signature;
(iii) provide a means for the Member to designate some other person as proxyholder,
if the form of proxy designates a person as proxyholder;
(iv) provide a means for the Member to specify that the membership registered in
their name is to be voted for or against each matter, or group of related matters,
identified in the notice of meeting, other than the appointment of an auditor/a person
to conduct a review engagement and the election of Directors;
(v) provide a means for the Member to specify that the membership registered in
their name is to be voted or withheld from voting in respect of the appointment of an
auditor or a person to conduct a review engagement or the election of Directors; and
(vi) state that the membership represented by the proxy is to be voted or withheld
from voting, in accordance with the instructions of the Member, on any ballot that
may be called for and that, if the Member specifies a choice under section 9.07(d)(iv)
or section 9.07v) with respect to any matter to be acted on, the membership is to be
voted accordingly.
(e) A form of proxy may include a statement that, when the proxy is signed, the Member
confers authority with respect to matters for which a choice is not provided in accordance
with section 9.07 only if the form of proxy states, in boldface type, how the proxyholder is to
vote the membership in respect of each matter or group of related matters.
(f) If a form of proxy is sent in electronic form, the requirements that certain information is to
be set out in boldface type are satisfied if that information is set out in some other manner so
as to draw the addressee's attention to the information.
(g) A form of proxy that, if signed, has the effect of conferring a discretionary authority in
respect of amendments to matters identified in the notice of meeting or other matters that
may properly come before the meeting must contain a specific statement to that effect.
(h) No persons carrying proxies may exercise more than two (2) votes in all.
9.08 Time for Deposit of Proxies
The Board may fix a time not exceeding forty-eight (48) hours, excluding Saturdays and
holidays, preceding any meeting or adjourned meeting of Members before which time
proxies to be used at the meeting must be deposited with the Corporation or an agent
thereof, and any period of time so fixed shall be specified in the notice calling the meeting. A
proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited
with the Corporation or an agent thereof specified in such notice or if, no such time having
been specified in such notice, it has been received by the Secretary of the Corporation or by
the Chair of the meeting or any adjournment thereof prior to the time of voting.
9.09 Adjournment
The Chair may, with the consent of the meeting, adjourn the meeting to a specified time and
place. No additional notice of the adjournment is required. Any business that could have
been addressed at the original meeting may be addressed at the adjourned meeting,
provided it is consistent with the original meeting notice.
9.10 Quorum
The quorum at any meeting of the Members of Corporation shall be five percent (5%) of
Members entitled to vote at a meeting of the Members inclusive of those Members present
and the proxies presented. 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. If a quorum is not present at the opening of a
meeting of the Members, the Members present may adjourn the meeting to a fixed time and
place but may not transact any other business.
9.11 Member Right to Submit Proposal
(a) A Member entitled to vote at an annual meeting of the Members may,
(i) give the Corporation notice of any matter that the Member proposes to raise at the
meeting, referred to as a “proposal”; and
(ii) discuss at the meeting any matter with respect to which the Member would have
been entitled to submit a proposal.
(b) The Corporation shall include the proposal in the notice described in section 9.03. Upon
the request of the Member who submits a proposal, the Corporation shall include in the
notice of meeting a statement in support of the proposal by the Member and the name and
address of the Member. The statement and the proposal must together not exceed the
prescribed maximum number of words or characters.
(c) The Corporation is not required to comply with section 9.11(b) if:
(i) The proposal is not submitted to the Corporation at least sixty (60) days before the date of
the meeting;
(ii) It clearly appears that the primary purpose of the proposal is to enforce a personal claim
or redress a personal grievance against the Corporation or the Directors, Officers, Members
or debt obligation holders;
(iii) It clearly appears that the proposal does not relate in a significant way to the activities or
affairs of the Corporation;
(iv) Not more than two (2) years before the receipt of the proposal, the Member failed to
present in person or by proxy, if authorized by the by-laws, at a meeting of the Members, a
proposal that had been included in a notice of meeting at the Member’s request;
(v) Substantially the same proposal was submitted to Members in a notice of a meeting of
the Members held not more than two (2) years before the receipt of the proposal and the
proposal was defeated; or
(vi) The rights conferred by this section are being abused to secure publicity.
ARTICLE TEN
NOTICE
10.01 Service
Any notice or other document required by the Act, the Articles or the by-laws to be sent to
any Member, Director or to the auditor or person appointed to conduct a review
engagement shall be delivered personally, sent by prepaid mail or sent by telephonic or
electronic means to any such Member or Director at their latest address as shown in the
records of the Corporation and to the auditor or person appointed to conduct a review
engagement at their business address, or if no address by given therein then to the last
address of such Member or Director known to the Board provided always that notice may be
waived or the time for the notice may be waived or abridged at any time with the consent in
writing of the person entitled thereto.
10.02 Signature to Notices
Notices issued by the corporation may be provided electronically or in writing and do not
require a handwritten signature.
10.03 Computation of Time
Where a given number of days' notice or notice extending over a
period is required to be given under the by-laws or Articles the day of service or posting of
the notice shall not, unless it is otherwise provided, be counted in such manner of days or
other period.
10.04 Proof of Service
The corporation may keep a record of notices and other documents sent or delivered to
members, Directors, officers, auditors or other persons entitled to receive them. the record
may include the date, method of delivery and address or email used.
ARTICLE ELEVEN
AUDITORS
11.01 Appointment, Vacancies, and Remuneration
Only when required by law, or by special resolution of the Board of Directors or Membership
of the corporation, at each annual meeting, the Members shall appoint an auditor to review
the accounts of the Corporation or a person to conduct a review engagement of the
Corporation, by ordinary resolution. Such individuals will hold office until the next annual
meeting, until a successor is duly appointed or until the earliest of their death, resignation,
disqualification, or removal. Directors may fill any vacancy in the office of auditor or a person
to conduct a review engagement when necessary and if there is a quorum of Directors
present. If there is not a quorum of Directors, the Directors shall, within thirty (30) days of the
vacancy, call a special meeting of Members to fill such vacancy. Notice of the appointment
of an auditor or person appointed to conduct a review engagement shall be given in writing
to them forthwith after the appointment is made. The remuneration of the auditor or person
appointed to conduct a review engagement of the Corporation shall be fixed by the Members
by ordinary resolution or by the Board.
11.02 Entitlement to Notice
The auditor or a person appointed conduct a review engagement is entitled to attend any
meeting of Members of the Corporation and to receive all notices and other communications
relating to any such meeting that Member is entitled to receive and to be heard at any such
meeting that they attend on any part of the business of the meeting that concerns them.
11.03 Right of Access
The auditor or a person appointed to conduct a review engagement always has the right of
access to records, documents, books, accounts and vouchers of the Corporation.
11.04 Special Resolution
The corporation shall comply with the audit and review engagement requirements of the
Ontario Not-for-profit corporations Act, 2010, as amended from time to time. Where
permitted by law, the members may pass the required resolution to waive an audit or review
engagement for the corporation's financial year.
ARTICLE TWELVE
GENERAL
12.01 Restrictions
Restrictions on Directors, Officers and Members Directors, Officers and Members of the
Corporation shall comply with all of the by-laws, resolutions, rules and regulations of the
Corporation and Skate Canada. Members shall take no action in the name of the
Corporation not specifically provided for by the by-laws, rules and regulations of the
Corporation, either individually or together with other Members of the Corporation, without
the prior written approval of the Board.
12.02 Use of the Corporation's Logo
Members may use and display the Corporation’s logo in a manner that protects the
Corporation’s reputation and indicates their membership. The logo shall not be used as a
trademark, to identify or guarantee a Member’s products, or in combination with other
trademarks or on commercial goods. Upon termination of membership, Members shall
cease using or displaying the logo and return any copies and reproduction materials to the
Corporation.
12.03 Financial Year
The financial year of the Corporation ends on July 3st1 July 31st in each year or on such
other date as the Board may from time to time by resolution determine.
ARTICLE THIRTEEN
EXECUTION OF DOCUMENTS
13.01 Signing Officers
Deeds, transfers, assignments, contracts, and obligations of the
Corporations may be signed by any two (2) of Corporations Directors or officers, provided
that at least one (1) of the signing Officers is either the President or Vice-President.
ARTICLE FOURTEEN BY-LAWS, AMENDMENTS AND RULES AND REGULATIONS
14.01 Enactment
Subject to the Articles, the Board may, by resolution, make, amend or repeal any by-laws.
Any such by-law, amendment or repeal shall be effective from the date of the resolution of
the Board until the next meeting of Members where it may be confirmed, rejected or
amended by the Members by ordinary resolution. If the by-law, amendment or repeal is
confirmed or confirmed as amended by the Members, it remains effective in the form in
which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not
submitted to the Members at the next meeting of Members or if it is rejected by the Members
at the meeting.
14.02 By-laws Requiring Special Resolution
Section 14.01 does not apply to a by-law that requires a special resolution of the Members
according to section 103(1) of the Act. A special resolution is required to make any
amendment to the membership conditions described in section 8.01 and section 8.03, notice
of meetings described in sections 9.03, conduct of meetings described in section 9.05,
absentee voting described in section 9.07 and this section 14.02.
14.03 Repeal
By-law No. 1 of the Corporation, being a "By-law generally relating to the transaction of the
business and affairs of the Corporation" is hereby repealed as of the coming into force of this
by-law. Such repeal shall not affect the previous operation of any by-law so repealed or
affect the validity of any act done or right, privilege, obligation or liability acquired or incurred
under, or the validity of any contractor agreement made pursuant to, or the validity of the
predecessor charter documents of the Corporation. All Officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by- law and all resolutions of the Members or the Board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this by-law and until amended or repealed.
14.04 Borrowing Powers
The Board may, without authorization of the Members:
(a) borrow money on the credit of the Corporation;
(b) issue, reissue, sell, pledge debt obligations of the Corporation;
(c) give a guarantee on behalf of the Corporation to secure performance of an obligation
of any person; or
(d) mortgage, pledge or otherwise create a security interest in all or any of the property of
the corporation, owned or subsequently acquired, to secure any debt obligation of the
Corporation.
14.05 Policies
The Board may, from time to time, adopt, amend, or repeal policies as it may deem
necessary or desirable in connection with the management of the activities and affairs of the
Board and the conduct of the Directors, Officers, and Board committee, if any, provided that
any such policy shall be consistent with the provisions of this by-law.
14.06 Effective Date
This by-law shall come into force without further formality upon its enactment in accordance
with the Act.
14.07 Dissolution
Upon dissolution of the Corporation and after payment of all debts and liabilities, its
remaining property shall be distributed and/or disposed of in accordance with the Articles.
Amended on this 21st day of October 2026
TBFSC Board of Directors
