TORONTO ISLAND PILOTS ASSOCIATION

Toronto Island Pilots Association By-Laws

Article 1 Membership

1.0 The membership shall consist of individuals and other legal entities. Membership is not a right, and all applications therefor shall be subject to approval of the Board of Directors of the Corporation. Each applicant shall promptly be informed by the Secretary or Membership Director if admitted as a member.

1.1 All members shall pay a membership fee as determined from time to time at a meeting of the Board of Directors. This fee entitles members to a one year non-transferrable membership in the Corporation. Any existing membership shall lapse upon non-payment of such fee during, or within one week following, the currency of such membership. The Board of Directors may waive payment of the membership fee for any corporate or other non personal membership whose principal has paid a membership fee, and for any such principal whose related entity has paid a membership fee, but:

a) if either such membership lapses, is terminated or otherwise ends, the related membership shall end at the same time; and

b) only the principal shall be entitled to a vote hereunder or be counted when determining quorum, majority or member percentages or fractions under this by-law.

1.2 A member may be expelled from membership, and his/her/its membership terminated, by the vote of no less than two thirds of the members present at any meeting. Notice of intention to expel any member shall be mailed, delivered, telephoned or electronically delivered to all members not less than 10 days before the related meeting is to take place. The member to be expelled shall have a reasonable right to be heard at such meeting. Such right shall be deemed waived by such member’s failure to attend such meeting.

Article 2 Board of Directors

2.0 The affairs of the Corporation shall be managed and administered by a Board of Directors consisting of not less than 3 and not more than 9 voting members. The Board of Directors shall be elected by a vote of the majority (50% plus 1) of the members attending the Annual General Meeting of members. Each director’s term shall expire on the earliest of his or her resignation, removal (including without limitation the vacation of his or her office) or disqualification and the election of directors on the date of the Annual General Meeting of members next following his or her election as a director. All directors must at all times be paid up members.

2.1 The Board of Directors shall appoint a Chair of the Board from among the Board members at the first Board meeting after each Annual General Meeting.

2.2 Directors’ meetings may be formally called by the Chair of the Board or by the Secretary, or on the direction in writing of two directors.

2.3 Subject to 1.2 above, notice of such meetings shall be mailed, delivered, telephoned or electronically delivered to each director not less than 48 hours before the meetings are to take place. The statutory declaration of the Secretary or Chair of the Board 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 for regular meetings 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 General Meeting of members. The directors may consider or transact any business either special or general at any meeting of the Board.

2.4 The immediate past-Chair of the Board, if not re-elected as a corporate officer or a member of the Board, may act for one year as an ex-officio member of the Board, but shall not have the capacity to vote on Board matters.

2.5 A director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Ontario Not-for-Profit Corporations Act, 2010 (such act as amended or re-enacted from time to time and, where the context requires, including the regulations made under it,herein referred to as the “Act”). Except as provided by the Act, no such director shall attend any part of a meeting of directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

Vacancies

  • The office of a director shall be vacated immediately:
  • if the director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
  • if the director dies or becomes bankrupt;
  • if the director is found to be incapable by a court or incapable of managing property under Ontario law; or

d)   if, at a meeting of the members, the members by ordinary resolution remove the director before the expiration of the director’s term of office.

2.7 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 qualified members of the Corporation, if they shall see fit to do so. Otherwise such vacancy shall be filled at the next general meeting of the members at which the directors for the ensuing year are elected. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.

Quorum and Meetings

2.8 (a) A majority of directors (50% plus 1) will 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.

     (b) With consent of all the directors, a Board meeting or meetings of any committees of the Board may be held entirely or partially by means of telephonic, electronic or other communication facility that permits 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 subsection 2.8 (b) shall constitute presence in person at such meeting.

Voting

2.9 Questions arising at any meeting of directors shall be decided by a majority of votes cast. In case of an equality of votes the motion shall be defeated. A declaration by the Chair of the Board that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In absence of the Chair of the Board, her/his duties may be performed by such other director as the Board may from time to time appoint for the purpose.

Article 3 Errors in Notice, Board of Directors

3.0 No error or omission in giving 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.

Article 4 Powers

4.0 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 herein 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 do.

4.1 Subject to the Act, the Board may appoint any person or persons to perform any function which they deem necessary to conduct efficiently the Corporation’s business.

  • Committees may be established by the Board as follows:

a) The Board of Directors may appoint from their number a managing director or a committee of directors and may delegate to the managing director or committee any of the powers of the directors except those powers set out in the Act that are not permitted to be delegated; and

b) The Board of Directors may set up such standing and temporary committees which they deem necessary to adequately serve the needs of the Corporation. Each standing or temporary committee shall consist of a chairperson to be named by the Board of Directors and committee members recruited by such chairperson. A committee chairperson shall at all times be a member of the Corporation, but other committee members need not be. A committee may be dissolved by the Board of Directors by resolution at any time in its discretion.

Article 5 Remuneration of Directors

5.0 The directors shall receive no remuneration for acting as such, but this shall not prevent repayment of reasonable expenses incurred by them in the normal course of their duties.

Article 6 Officers of the Corporation

6.0 There shall be a President, Secretary and Treasurer appointed (by a vote of the majority of members attending the Annual General Meeting of members) as officers and as all or part of the Executive of the Corporation. The Board or the members may establish other offices within the Executive. Each officer’s term shall expire on the earliest of his or her resignation, removal or disqualification and the next following date of appointment of officers following or at the Annual General Meeting of members. Each member of the Executive must at all times be a member of the Corporation. The Chair of the Board may also be (but need not be) the President.

Duties of the President

6.1 The President (or his/her delegate) shall preside at all meetings of members of the Corporation. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President may from time to time, upon advice to the Board, delegate to any consenting officer or member as he or she may select, any of his or her duties.

Duties of the Secretary

6.2 The Secretary will be responsible generally for the drafting of all corporate correspondence and literature at the direction of the Board, and for giving or arranging notification of meetings to Board and other members. The Secretary will take such minutes of each meeting as the Board may require and will present them at the subsequent meetings at the direction of the Board. She/he will be responsible for the safe custody of all corporate books and records and the corporate seal (if any), for receiving and processing applications for membership and delivering related payments to the Treasurer, for maintaining records of current membership, and for delivering related notices.

Duties of the Treasurer

6.3 The Treasurer will be responsible generally for the financial affairs of the Corporation, including without limitation the establishment and operation of bank accounts required by the Board, the receipt and deposit in such accounts of funds paid to the Corporation, the investing of any surplus funds of the Corporation, and the payment out of monies owing by the Corporation in accordance with the other requirements specified herein. The Treasurer shall report to the Board at each of its meetings, and to the members at the Annual General Meeting of members, on the financial affairs of the Corporation.

Duties of Other Officers

6.4 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.

Article 7 Annual & Special Meetings of Members

7.0 Meetings of the members shall be held at the head office of the Corporation, or elsewhere within twenty-five nautical miles of Toronto City Hall, as the Board of Directors may determine and on such day as the directors shall appoint.

7.1 A general meeting of members shall be held at least once per year unless otherwise requested by a two thirds majority of the membership, at such date, time and place as chosen by the Board.

7.2 At every Annual General Meeting of members, in addition to any other business that may be transacted, the report of the directors and the financial statement shall be presented. Any member, upon request, shall be provided, not less than 5 business days or other number of days that may be further prescribed in regulations before such annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the Corporation’s by-laws or articles.

7.3 The directors may call a special meeting of the members. The Board shall call a special meeting of members, on written requisition of at least two directors or of not less than one tenth of the members, within 21 days after receiving the requisition unless the Act provides otherwise.

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

7.5 The only persons entitled to attend a members’ meeting are the members, the directors, the auditor or the person who has been appointed to conduct a review engagement of the Corporation, if any, and others who are entitled or required under any provision of the Act or the Corporation’s articlesor the by-laws of the Corporation to be present at the meeting. Any other person may be admitted only if invited by the chair of the meeting or with the majority consent of the members present at the meeting. A person nominated for any office of the Corporation must be in attendance at the nominating meeting unless he/she has previously communicated his/her consent to the nomination to the Secretary. Each nomination must be seconded.

7.6 If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility 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 7.6 who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

7.7 If the directors or members call a meeting of members, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely or partially by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Article 8 Errors or Omissions in Notice

8.0 No error or omission in giving notice of any election or general meeting or any adjourned meeting, whether election 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 to 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 last address recorded on the books of the Corporation.

Article 9 Adjournments

9.0 Any meeting of the members or of the directors may be adjourned at 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 such adjournment. Such adjournment may be made notwithstanding that no quorum is present.

Article 10 Quorum of Members

10.0 A quorum for a general meeting of members and for transaction of any business at such meeting shall be at least 10% of paid up members.

Article 11 Voting of Members

11.0 Subject to 1.1 above and the provisions, if any, contained in the articles of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one vote.

11.1 At all meetings of members every question shall be decided by a majority of votes of the members present in person. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. A declaration by the chair of the meeting that a resolution has been carried or not carried and an entry to that effect in the minutes of the meeting shall be admissible in evidence as prima facie proof of the fact without further proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn. Such poll shall be taken in such a manner as the chair of the meeting shall direct and the result of such poll shall be deemed the decision of the Corporation in a general meeting upon the matter in question. In case of an equality of votes at any meeting of members, whether by show of hands or at a poll, the chair of the meeting shall be entitled to a second or casting vote.

Article 12 Financial Year

12.0 Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 30th day of September in each year.

Article 13 Execution of Documents

13.0 Deeds, transfers, licenses, contracts, obligations and engagements on behalf of the Corporation may be entered into on behalf of the Corporation by any two of the President, the Treasurer, the Secretary and any director.

13.1 Two persons as authorized in 13.0 above may transfer any and all shares, bonds, or other securities from time to time standing in the name of the Corporation in its own or any other capacity and as trustee or otherwise and may accept in the name and the behalf of the Corporation transfers of shares, bonds, or other securities from time to time transferred to the Corporation.

13.2 Notwithstanding any provision to the contrary contained in the by-laws of the Corporation, but subject to the provisions of the Act, the Board of Directors may at any time and from time to time by resolution direct the manner in which, and the person or persons by whom, any particular deed, transfer, license, contract, cheque, order, note, obligation or engagement may or shall be executed.

13.3 Any director or officer of the Corporation may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

Article 14 Books and Records

14.0 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 statute or law (including without limitation the Act)are regularly and properly kept.

Article 15 Cheques

15.0 Subject to 13.2 above, all cheques, bills of exchange, orders for the payment of money, or notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed on behalf of the Corporation by any two of the President, the Treasurer, the Secretary and any director. Any one of such officers and directors 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 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. Any one of such officers and directors 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 verification slips.

Article 16 Bylaws, Resolutions and Amendments

16.0 Subject to the Corporation’s articles and the Act, the Board of Directors may, by resolution, make, amend or repeal any by-laws of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of the Board of Directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary meeting resolution. If such 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. Such 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 of members at which the by-law, amendment or repeal is submitted to the members for approval. If a by-law, amendment or repeal ceases to have effect, a subsequent resolution of the Board of Directors that has substantially the same purpose or effect is not effective until it is confirmed or confirmed as amended by the members.

Article 17 Liabilities

17.0 Every director and every officer of the Corporation and their respective heirs, executors, administrators and other legal personal representatives shall, from time to time and at all times, be indemnified and saved harmless by the Corporation from and against:

a) any and all liabilities, costs, charges and expenses sustained or incurred in respect of any action, suit or proceeding that is proposed or commenced against him or her for or in respect of the execution of duties of office: and

b) all other liabilities, costs, charges and expenses that he or she sustains or incurs in respect of the affairs of the Corporation except by his or her own willful neglect or default.

17.1 No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any act of conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution or order of the Board 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 or belonging to the Corporation shall be placed or invested or for any loss or damage arising from the bankruptcy or insolvency of any person, firm or corporation with whom any monies, securities or effects shall be lodged or deposited or for any loss occasioned by any error or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trusts or in relation thereto unless the same shall happen by or through his own willful act or default.

17.2 No act or proceeding of any director of the Corporation shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualifications of such director or directors.

17.3 Directors may rely upon the accuracy of any statement or report prepared by the Corporation’s auditors or any person who has been appointed to conduct a review engagement of the Corporation and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.

Article 18 Severability

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law. If any of the provisions contained in this by-law are inconsistent with those contained in the Corporation’s articles or the Act, the provisions contained in the Corporation’s articles or the Act, as the case may be, shall prevail.