SYDENHAM SPORTSMAN’S ASSOCIATION BY-LAWS
That the corporation shall herein after operate under the name of the Sydenham Sportsmen’s Association and that the abbreviation S S A be designated to represent the Sydenham Sportsmen’s Association.
BYLAW NO. 1
A bylaw relating generally to the transaction of the affairs of
SYDENHAM SPORTSMEN’S ASSOCIATION
BE IT ENACTED as a bylaw of the Sydenham Sportsmen’s Association as follows:
1. The Head Office of the Corporation shall be in the Township of Derby, in the County of Grey, in the Province of Ontario and at such place therein as the directors may from time to time determine.
2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
BOARD OF DIRECTORS
3. The affairs of the Corporation shall be managed by a board of 17 Directors, each of whom at the time of his/her election or within 10 days thereafter and throughout his/her term of office shall be a member of the Corporation. Each director shall be elected to hold office until the first annual meeting after he/she shall have been elected or until his/her successor shall have been duly elected and qualified. The election may be by a show of hands unless a ballot be demanded by any member. The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any director before the expiration of his/her term of office, and may, by a majority of the votes, cast at that meeting, elect any person in his/her stead for the remainder of his/her term.
(a) A nomination meeting shall be conducted to accept nominations for the S S A executive. This meeting usually occurs in November and/or December for the following year. Any member in good standing who wishes to accept a nomination, must either be in attendance or notify the association in writing of his/her intent.
(b) There shall be an election of Directors held annually of which all members shall be notified.
(c) Directors of the Sydenham Sportsmen’s Association shall be elected during the Annual Meeting in January as follows:
(d) Eleven (11) Directors to be elected for a one (1) year term and five (5) Directors to be elected for a two (2) year term. Thus upon retirement of eleven (11) Directors following each election, there will remain five (5) Directors experienced in the affairs of the association.
(e) The immediate past President is to be an ex-officio Director of the Sydenham Sportsmen’s Association during the annual term immediately following his/her Presidency, and the immediate past President is to be an ex-officio member of the executive of the Sydenham Sportsmen’s Association. The immediate past President is to have full voting privileges as a Director and as a member of the executive in accordance with the provisions for voting hereinafter set forth.
VACANCIES, BOARD OF DIRECTORS
4. Vacancies on the board of directors, however caused, may so long as a quorum of directors remain in office, be filled by the Directors from among the qualified members of the Corporation, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual 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. If the number of directors is increased between terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
5. A majority of the directors shall form a quorum for the transaction of business. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors’ meetings may be formally called by the President or Vice-President or by the Secretary on direction of the President or Vice-President, or by the Secretary on direction in writing of two directors. Notice of such meetings shall be delivered, telephoned or telegraphed to each director not less than one day before the meeting is to take place or shall be mailed to each director not less than two days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months at an hour to be named and of such regular meeting no notice need be sent. A directors’ meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The directors’ may consider or transact any business either special or general at any meeting of the board.
ERRORS IN NOTICE, BOARD OF DIRECTOR
6. No error of omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
VOTING, BOARD OF DIRECTORS
7. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his/her original votes, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demands be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facia proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his/her duties may be performed by the Vice-President or such director as the board may from time to time appoint for the purpose.
8. The directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right of interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS
9. The directors shall receive no remuneration for acting as such.
OFFICERS OF THE CORPORATION
10. There shall be a President, first Vice-President, second Vice-President, recording Secretary, Correspondence Secretary, and Treasurer and such other officers of the board of directors may from time to time determine by by-law. The above officers shall be elected by the board of directors of Sydenham Sportsmen’s Association from among their number at the first meeting of the board after the annual election of such board of directors, provided that in default of such election the then incumbents, being members of the board, shall hold office until their successors are elected. The other officers of the Corporation need not be members of the board and in the absence of written agreement to the contrary, the employment of officers shall be settled from time to time by the board.
The immediate past President is to be an ex-officio Director of the Sydenham Sportsmen’s Association during the annual term immediately following his/her Presidency, and the immediate past President is to be an ex-officio member of the executive of the Sydenham Sportsmen’s Association. The immediate past President is to have full voting privileges as a Director and as a member of the executive in accordance with the provisions for voting hereinafter set forth.
DUTIES OF PRESIDENT AND VICE-PRESIDENT
11. The President shall, when present, preside at all meetings of the members of the Corporation and of the board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President with the Secretary or other officer appointed by the board for the purpose shall sign all by-laws. During the absence or inability of the President, his/her duties and powers may be exercised by the Vice-President, and if the Vice-President, or such other director as the board may from time to time appoint for the purpose, exercise any such duty or power, the absence or inability of the President shall be presumed with references thereto.
DUTIES OF SECRETARY
12. The Secretary shall be ex-officio clerk of the board of directors. He/she shall attend all meetings of the board of directors and record all facts and minutes of all proceedings in the books kept for that purpose. He/she shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he/she shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution, and he/she shall perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF TREASURER
13. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the board of directors. He/she shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers therefor and shall render to the board of directors at the regular meetings thereof or whenever required of him/her, an account of all his/her transactions as Treasurer, and of the financial position of the Corporation. He/she shall also perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF OTHER OFFICERS
14. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them.
EXECUTION OF DOCUMENTS
15. Deeds, transfers, licences, contracts and engagements on behalf of the Corporation shall be signed by either the President or Vice-President and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the President, Vice President, Treasurer or by any person authorized by the board.
The President, Vice-Presidents, the directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the board of directors may transfer any and all shares, bonds or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers or shares, bonds, or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bons or other securities on the books of any company or corporation.
Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Corporation may or shall be executed.
BOOKS AND RECORDS
16. The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statue or law are regularly and properly kept.
17. The membership shall consist of the applicants for the incorporation of the Corporation and such other individuals and such corporations, partnerships and other legal entities as are admitted as members by the board of directors.
Members may resign by resignation in writing which shall be effective upon acceptance thereof by the board or directors.
In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him/her to the corporation prior to acceptance of his/her resignation.
Each member in good standing shall be a member of the Ontario Federation of Anglers and Hunters and is entitled to one vote on each question arising at any special or general meeting of the members. Corporations, partnerships and other legal entities may vote through a duly authorized proxy.
Each member shall promptly be informed by the Membership Chairman of his/her admission as a member.
Fees for Membership in the Association shall be charged on a yearly basis, the amounts being set in accordance with the financial obligations of the Association and the cost of services provided to members such as insurance, subscriptions, affiliate memberships, etc., the amounts being determined by the executive upon approval of the membership.
(a) The Association will accept “Adult Members and Spouses” on a yearly basis, who shall be entitled to all rights and privileges of the Association.
1. Senior Citizens (age 60 or more) shall be accepted as adult members but be charged a lesser membership fee as determined by the Directors and members.
(b) The Association will accept Student Members on a yearly basis for those who shall be 13 years of age or more.
1. Full rights and privileges of the Association will be extended to those who reach their 18th birthday and are in full time attendance at an accredited educational institution.
(c) The club with accept “Junior Members” on a yearly basis, members will have No Vote on matters pertaining to the expenditures of the club’s funds or the election of officers.
1. Said junior members shall be 12 years of age and under at the date which membership is taken out.
2. Should a junior member become 13 years of age following the date of membership, he will remain a junior member of the Association for the balance of the same year.
(d) “Honorary Members” may be admitted to the club on a yearly basis after having been nominated, and elected by a majority vote at a regular meeting. No membership fee shall be charged to an Honorary Member. Honorary Members have no vote and may not hold office.
(e) The Association may grant Life Membership to those who have made outstanding contributions to the objects of the corporation over many years.
1. Such members have all rights and privileges of adult members but shall pay no membership fee in perpetuity.
(f) The Association make no Distinction between sex in regards to membership and will accept male or female applications for membership that comply with the principles stated herein.
(g) Memberships may be granted to anyone who has not had more than one conviction of the Fish and Game Act, the Fisheries Act or an offence under the Criminal Code involving the use of firearms, the conviction having been a least one (1) year prior to application for membership. More than one conviction will not be tolerated and application for membership will be refused or membership revoked according to the by-laws of the Sydenham Sportsmen’s Association in force at the time of the application for membership or at the time the conviction comes to the attention of the Directors of the Sydenham Sportsmen’s Association.
In accepting membership in this association, each member assumes the following obligations:
(a) To carry out to the best of one’s ability, abide by and aid in the carrying out of the principles of the Constitution and by-laws;
(b) To abide by Provincial and Federal legislation governing fish and wildlife, and to assist in the discouraging, and if necessary, in the prosecution of persons who flout the by-laws and regulations of the Association as herein laid down.
(c) To educate to the best of one’s ability, children to be true conservationists, and to conduct oneself in such a manner as to bring credit to the S S A and upon oneself as an individual.
ANNUAL AND OTHER MEETINGS OF MEMBERS
18. The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The board of directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the Corporation. No public notice or advertisement of member’s meetings, annual or general, shall be required, but notice of the time and place of every meeting shall be given to each member by sending the notice by prepaid mail or telegraph, ten days before the time fixed for the holding of such meeting; provided that any meeting of members may be held at any time and place without such notice if all the members of the Corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the Corporation at annual or general meetings may transact.
ERROR OR OMISSION IN NOTICE
19. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice, to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his/her last address recorded on the books of the Corporation.
20. Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
21. A quorum for the transaction of business at any meeting of members shall consist of not less than three members present in person or represented by proxy; provided that in no case can any meeting be held unless there are two members present in person.
VOTING OF MEMBERS
22. Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one vote and he/she may vote by proxy. Such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his/her constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the Corporation unless he/she has paid all dues or fees, if any, then payable by him/her.
At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be taken in such manner as the Chairman shall direct and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of an equality of votes in any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled to a second or casting vote.
23. Voting ballots shall be promptly destroyed upon passage of a motion received after voting results are complete.
24. Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on the day of in each year.
25. All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the board of directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporation’s bankers for the credit of the Corporation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Corporation by using the Corporation’s rubber stamp for the purpose. Anyone of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.
26. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
Passed by the board of directors and sealed with the corporate seal this 2nd day of January 1997.