West Lincoln Skating Club By-Laws 2024

A by-law relating generally to the conduct of the business and affairs of West Lincoln Skating Club (hereinafter referred to as “WLSC”)

BY-LAW NO. 1

ARTICLE ONE INTERPRETATION

1.01 Definitions In this by-law and all other by-laws of the WLSC, 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 WLSC 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 WLSC; 

d) "by-law" means this by-law and any by-law of the WLSC from time to time in force and effect;

(e) "WLSC" shall mean West Lincoln Skating Club;

(f) “Director” means an individual elected or appointed to the Board;

(g) “Member” means a member of the WLSC;

(h) "Membership Year" shall be September 1 st to August 31st of each calendar year;

(i) “ordinary resolution” means a resolution submitted to a meeting of the Members of the WLSC 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 WLSC entitled to vote at a meeting of the Members of the WLSC;

(j) “Registrant” means 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

(k) "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;

(l) "Skate Canada" means Skate Canada / Patinage Canada, or successor;

(m) “Skate Ontario” means Skate Ontario, or successor;

(n) “special resolution” means a resolution submitted to a special meeting of the Members of the WLSC 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 WLSC entitled to vote at a meeting of the Members of the WLSC;

(o) “special business” means all business transacted at a special Members’ meeting and all business transacted at an annual Members’ meeting except for the following:

(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;

(p) “telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, e-mail, automated touch-tone telephone system, computer, or computer networks.

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 importing the singular number only shall include the plural and vice versa and words importing a specific gender shall include the other genders and the word "person" shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number of aggregate of persons.

(c) The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms and provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

ARTICLE TWO MEMBERSHIP IN SKATE CANADA AND SKATE ONTARIO

2.01 Membership in Skate Canada and Skate Ontario

(a) WLSC shall be a member in good standing of Skate Canada and Skate Ontario.

(b) WLSC shall pay such fees and such other charges as shall be required of members of Skate Canada, in order to maintain its membership.

(c) WLSC shall encourage the instruction, practice, enjoyment and advancement of its members in all aspects of skating in accordance with the Rules and Policies.

(d) WLSC, with respect to any aspect of skating, is to be managed and operated by amateurs who are duly registered as a Registrant.

(e) WLSC shall protect the eligible status of its Members. WLSC shall not knowingly take or omit any action that would jeopardize the eligible status of its Members.

ARTICLE THREE AFFAIRS

3.01 Registered Office: The registered office of the WLSC 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 WLSC shall be managed by the Board consisting of a minimum of three (3) and maximum of nine (9) Directors. The Board shall be comprised 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. At least one (1) Director on the Board must be a certified professional coach.

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 WLSC or will become a Member within ten (10) days of being elected.

4.03 Term of Office and Vacancies

(a) The Board shall be elected and retire in rotation. Subject to the provisions of this section, the Directors referred to in section 4.01 shall be elected or appointed for a term of two (2) years, provided that each such Director 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. For the purposes of the rotation referred to in this section, the Board shall be and is divided into two (2) classes, as nearly equal in number as possible, designated class I and class II. In case of any increase or decrease, from time to time, in the number of Directors, the number of Directors in each class shall be apportioned as nearly equal as possible. No decrease in the number of Directors shall shorten the term of any incumbent Director. Each Director shall serve for a term ending on the date of the second annual meeting following the annual meeting at which such Director was elected; provided that each Director initially appointed to class I shall serve for an initial term expiring at the Corporation's first annual meeting of Members following the date this provision is proclaimed into force and each Director initially appointed to class II shall serve for an initial term expiring at the Corporation's second annual meeting of Members following the date this provision is proclaimed into force . New Directors shall be designated to the class of their predecessors. All Directors who retire, if qualified, are eligible for re-election for five (5) two-year consecutive terms.

(b) So 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 shall ipso facto be vacated:

(a) if they cease to be a Member of the WLSC;

(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 WLSC resigns their office which resignation shall be effective at the time it is received by the WLSC 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, Honourary Members, and certified professional coaches who wish to present their candidacy as a Director on the Board at least twenty-eight (28) days before the annual meeting of Members.

(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 fourteen (14) days before the annual meeting.

(d) The Board shall consider the applicants and prepare a slate of director nominees for presentation to and election by the Members at the annual meeting in accordance with section 4.05(a) herein. The number of director nominees on the slate shall be equal to the number of Directors whose terms end on the day of the next annual meeting. The Board shall circulate the slate to the Members in the annual meeting notice in accordance with section 9.03 herein.

(e) The Board may include on the proposed slate of director nominees, sitting Directors to continue as Directors on an annual basis, provided they continue as Members in good standing.

(f) No nominations for Director positions will be accepted other than as set out in this section.

(g) Each nominee on the slate will be placed before the Members individually for election. Any unfilled Director positions will be filled in accordance with the Act, the Articles, and section 4.06(a) herein.

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 either at the registered office or at any place within Ontario as agreed upon by all members of the Board.

5.02 Notice: Notice of the time and place of each meeting of the Board shall be given in writing in the manner provided in Article Ten to each Director not less than two (2) business days before the time when the meeting is to be held, provided that a meeting of the Board may be held at any time on shorter notice. Notice of a meeting is not necessary if all of 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. No notice of a meeting need be given to a Director in respect of the meeting at which they were elected or appointed to the Board to fill a vacancy thereon. A notice of a meeting of Directors shall specify the purpose of or the business to be transacted thereat.

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 meeting.

5.04 Telephonic or Electronic Meetings With consent of all the Directors of the WLSC, 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 meeting.

5.05 Adjournment Any meeting of Directors may be adjourned from time to time by the Chair of the meeting, with the consent of the meeting, to a fixed time and place. Notice of the adjourned meeting of Directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. 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.

5.06 Others Entitled to be Present at Meetings: Any Member in good standing of the WLSC, may attend Board meetings and address the Board by emailing their request to be included in the meeting agenda to the President not less than ten (10) days prior to such meeting. Members or other guests invited to attend Board meetings, with the consent of the Board, shall be informed of the time and place of the meeting and entitled, in the same manner and to the same extent as a Director to attend and speak at the meeting of the Board, but shall not be entitled to vote thereat, or be present during any vote. 

5.07 Regular Meetings: The Board may appoint a day or days in any month or months for regular meetings of the Board at least once per month at a place or hour to be named by the Board and a copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director forthwith after being passed.

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, with said renumeration subject to review by the Board.

5.11 Duty of Directors: Every Director of the WLSC in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the WLSC 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.

ARTICLE SIX OFFICERS

6.01 Officers: The Board shall designate annually the offices of the WLSC. The Board shall appoint from among the Directors a Chair and may appoint any other 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. 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 WLSC.

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 WLSC and shall be responsible for implementing the strategic plans and policies of the WLSC. The President shall, subject to the authority of the Board, have general supervision of the activities and affairs of the WLSC 

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 If appointed, the Secretary shall attend all meetings of the Members, the Board, and committees, if any, to act as a clerk thereof and to record all votes and minutes of all proceedings in the records to be kept for that purpose. The Secretary shall perform those other duties as may be prescribed by the by-laws or the Board.

6.06 Treasurer If appointed, the Treasurer shall have the custody of the corporate funds and securities, except as otherwise provided by the Board, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the WLSC and shall deposit all monies and other valuable effects in the name and to the credit of the WLSC in such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the WLSC as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and the Board, at the regular meetings of the Board, or whenever the Board may require it, an account of all their transactions as treasurer and of the financial condition of the WLSC

6.07 Chair: The Chair of the Board shall, when present, preside at all meetings of the Board and of the Members. The Chair shall have such other duties and powers as the Board may specify. The offices of the Chair may be held by the President or the Vice -President in the absence of the President, provided that such offices are held by a Director of the WLSC.

6.09 Powers and Duties of Officers: The powers and duties of all Officers shall be such as the terms of their engagement call for or as the Board or (except for those whose powers and duties are to be specified only by the Board) the Chair may specify. The Board and (except as aforesaid) the President may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any Officer.

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 WLSC; 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 WLSC, shall disclose to the WLSC 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 WLSC’s business, would not require approval of the Board or Members, then the Director or Officer shall disclose to the WLSC, 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 WLSC 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 WLSC when it was approved. 

7.02 Limitation of Liability: Every Director and Officer of the WLSC in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the WLSC 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 WLSC through the insufficiency or deficiency of title to any property acquired by the WLSC or for or on behalf of the WLSC, or for the insufficiency or deficiency of any security in or upon which any of the monies of the WLSC 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 WLSC 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 WLSC shall indemnify each former and present Director and Officer of the WLSC, and each other individual who acts or acted at the WLSC'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 WLSC 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 WLSC 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 request of the WLSC Board; 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 WLSC 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 WLSC 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 WLSC’s purposes and who have been accepted into membership in the WLSC by resolution of the Board. The individual agrees to uphold and comply with the WLSC’s Articles and by-laws and meets the conditions of membership in section 8.03.

8.02 Applications: Application for membership in the WLSC shall be submitted electronically using the WLSC’s Website. Members shall be promptly informed of their admission as a Member electronic means.

8.03 Classes of Membership There shall be four (4) classes of membership in the WLSC:

1. ORDINARY MEMBER (VOTING) An Ordinary Member of the WLSC is an individual who has successfully applied for admission to the membership of the WLSC, has paid all membership dues as required by the WLSC, and actively participates in the amateur skating programmes offered by the WLSC 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 WLSC, 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 WLSC is a parent or legal guardian of an individual who has successfully applied for admission to the membership of the WLSC, has paid all membership dues as required by the WLSC, and actively participates in the amateur skating programmes offered by the WLSC and is under eighteen (18) years of age. A Parent Member is entitled to one (1) vote per participant to a maximum of two (2) votes with respect to any and all underage active participant(s) they represent as parent or guardian if at all meetings of the Members.

3. HONOURARY MEMBER (VOTING) An Honourary Member of the WLSC is an individual who has rendered valuable service to the WLSC and/ or whose advice and experience would be of value in advancing the purposes and supporting the activities of the WLSC. 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 WLSC 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 and may be elected to a Director position.

4. ASSOCIATE MEMBER (NON-VOTING) An Associate Member of WLSC is an individual who has successfully applied for admission to WLSC whose home club is not WLSC, 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 WLSC and actively participates in the amateur skating programmes offered by the WLSC. 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 WLSC 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 WLSC 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 WLSC. 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 WLSC 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 WLSC, or any act or default of WLSC, except as otherwise provided by this Act.

ARTICLE NINE MEETINGS OF MEMBERS

9.01 Annual Meeting

WLSC 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. 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) review of the previous year’s review engagement ; e) reappointment or new appointment of the auditor or a person to conduct a review engagement 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 WLSC 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 WLSC to the Board for any purpose connected with the affairs of WLSC 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 Electronic Means

If the WLSC chooses to make available communication facilities by electronic means that permits all participants to communicate adequately with each other during a meeting of Members, any person entitled to attend such meetings may participate in the meeting by such 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 electronic means that WLSC has made available for that purpose, given that WLSC can verify that such votes were made by voting Members.

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 WLSC 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 WLSC 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(iv) 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 WLSC 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 WLSC 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 WLSC or by the Chair of the meeting or any adjournment thereof prior to the time of voting.

9.09 Adjournment The Chair of any meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need by given to the Members. 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 same.

9.10 Quorum The quorum at any meeting of the Members of WLSC 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 WLSC 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 WLSC shall include the proposal in the notice described in section 9.03. Upon the request of the Member who submits a proposal, the WLSC 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 WLSC is not required to comply with section 9.11(b) if: (i) The proposal is not submitted to the WLSC at least thirty (30) 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 WLSC 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 WLSC; (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

The signature of any Director or Officer of the WLSC of any notice to be given by the WLSC may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

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 With respect to every notice or other document sent by post, it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed as provided in section 10.01 of this by-law and put into a post office or into a letter box, or sent by telephonic or electronic means. A certificate of an Officer of the WLSC in office at the time of the making of the certificate as to the facts in relation to the sending or delivery of any notice or other document to any Member, Director, Officer or auditor or person appointed to conduct a review engagement or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every Member, Director, Officer or auditor or person appointed to conduct a review engagement of the Corporation as the case may be.

ARTICLE ELEVEN AUDITORS

11.01 Appointment, Vacancies, and Remuneration

At each annual meeting, the Members shall appoint an auditor to review the accounts of the WLSC or a person to conduct a review engagement of the WSLC, by ordinary resolution. Such individual 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 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 WLSC 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 WLSC 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 and is entitled to require from the Directors and Officers such information and explanations they are reasonably able to give.

ARTICLE TWELVE GENERAL

12.01 Restrictions on Directors, Officers and Members Directors,

Officers and Members of the WLSC shall comply with all of the by-laws, resolutions, rules and regulations of the WLSC and Skate Canada. Members shall take no action in the name of the WLSC not specifically provided for by the by-laws, rules and regulations of the WLSC, either individually or together with other Members of the WLSC, without the prior written approval of the Board.

12.02 Use of the WLSC's Logo

Members are encouraged to use and to display the logo of the WLSC but upon the termination of membership in the WLSC for any reason, the retiring Members shall return to the President's office, any and all facsimiles of the logo of the WLSC, together with any means of reproduction thereof and shall cease to use or display the logo in any manner whatsoever. The use of the logo is intended to affirm membership in the WLSC and at all times shall be used in a manner which protects the good reputation of the WLSC. It is not intended and may not be used in any sense as a trademark for the Member or as a guarantee or as an identification of the Members' products and may not be used in conjunction with or in any design combination with any trademark, nor stamped nor imprinted on any article of commerce.

12.03 The financial year of the WLSC ends on May 31 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 WLSC may be signed by any two (2) of the President, Vice-President, Secretary or Treasurer, 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 bylaws. 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 WLSC, being a "By-law generally relating to the transaction of the business and affairs of the WLSC" 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 WLSC. 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 WLSC; (b) issue, reissue, sell, pledge debt obligations of the WLSC; (c) give a guarantee on behalf of the WLSC 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 WLSC owned or subsequently acquired, to secure any debt obligation of the WLSC.

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 WLSC and after payment of all debts and liabilities, its remaining property shall

be distributed and/or disposed of in accordance with the Articles.

Enacted this 28 day of July, 2024

WLSC Board of Directors: Barry Burns, Matt Carella, Tiffany Stainton, Katie McGarrigle, Carole Carella, Stefanie Ritcher and Amy Dion