Club Bylaws

The following definitions shall apply to all Club By-laws. 

1.1- “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time.

1.2-“Articles” means 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 of the Corporation;

1.3- “Board” means the Board of Directors of the Club.

1.4- “By-laws” means this by-law and all other by-laws of the Club as amended and which are, from time to time, in force.

1.5- “Club” means a corporation within the meaning of the Act and the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act.

1.6-“Director” means an individual occupying the position of Director of the Club by whatever name he or she is called.

1.7-“Member” means a member of the Club.

1.8-“Members” means the collective membership of the Club.

1.9-“Officer” means an Officer of the Club.

1.10- “Meeting” includes regularly scheduled General Meetings of the Club, any special or annual meetings of Members, or Board of Directors’ Meetings.

1.11- The words “He” and “she” shall be considered gender neutral.

1.12-“Ordinary Resolution” means a resolution submitted to a Meeting of the Members and passed at the Meeting, with or without amendment, by at least the majority of the votes cast.

1.13-“Special Resolution” means a resolution submitted to a Special Meeting of the Members 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.

2.1- There shall be one (1) class of Members in the Club. Membership shall be open to all persons interested in nature and the environment and who have applied for and been accepted into Membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board. Corporations are not eligible for membership.

2.2- A membership in the Club is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act. Term of an annual membership is one year based on the calendar year. Membership category can be changed upon renewal.

2.3- The fee for membership shall be determined by a Special Resolution of the Board. Any changes to the fee for annual membership shall take effect on January 1 of the calendar year following the approval by Members of the Special Resolution.

2.4- All Members 18 years of age or older are eligible to vote and hold office. There shall be seven (7) categories of membership.

2.4.1- Individual – Persons over the age of 18 years. An individual member is entitled to 1 vote. Term of the membership is 1 year.

2.4.2- Family – Members of the same immediate family residing at the same address. Each Family member living at the same address and over 18 years of age is entitled to 1 vote. Term of the membership is 1 year.

2.4.3- Senior – Persons aged 65 years and older. A Senior member is entitled to 1 vote. Term of the membership is 1 year.

2.4.4- Life – Persons who have been accepted as Life Members before January 1, 2024. A Life Member is entitled to 1 vote. Term of the membership is the lifetime of the Member, unless terminated through resignation or otherwise terminated in accordance with the Act.

2.4.5- Honorary Life – Persons who are named by the Board in recognition of outstanding service to the Club. They are not required to pay annual dues and are entitled to 1 vote. Term of the membership is the lifetime of the Member, unless terminated through resignation or otherwise terminated in accordance with the Act.

2.4.6- Persons under the age of 25. They can receive free membership by submitting a completed membership application form to the membership secretary. They are entitled to 1 vote. Term of the membership is 1 year.

2.4.7- Newcomers to Canada within the last four years.  They can receive a free one-year membership by submitting a completed application form to the membership secretary. They are entitled to 1 vote. Term of the membership is 1 year.

2.4.8- In addition to the right to vote, Members of the Club shall have the right to receive notice of, attend, speak, and participate at all Meetings of Members. Receiving the Club newsletter and Member access to the website are benefits of membership.

2.5- The Club membership list is considered confidential, and shall not be sold or otherwise provided for any other purpose, except as required by the Act or for Club use.

2.6- Membership in the Club is determined when:

• a. the Member dies;
• b. the Member ceases to maintain the qualifications for Membership set out in sections 2.1 and 2.4;
• c. the Member is suspended or removed in accordance with section 2.7; or
• d. the Member resigns by delivering a written resignation to the President in which case such resignation shall be effective at the time the resignation is received by the Club or at the time specified in the resignation, whichever is later.

Subject to the Articles, upon any termination of Membership, the rights of the Member automatically cease to exist. Where a person is no longer a Member, then such person shall be deemed to have also automatically resigned as a Director, an Officer and/or a Committee Member, as applicable, provided that the Board may, in its discretion, subsequently re-appoint such individual as an Offer or Committee Member if the Board deems it appropriate in the circumstances.

2.7- The Board may suspend or remove any Member from the Club for any one or more of the following grounds:

• a. contravening any provision of the Articles, By-laws, or other policies of the Club;
• b. carrying out any conduct which may be detrimental to the Club as determined by the Board in its sole discretion; and/or
• c. for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Club.

In the event that the Board determines that a Member should be suspended or removed from membership in the Club, the process shall be done in good faith and in a fair and reasonable manner. The Board shall provide at least fifteen (15) days’ written notice of suspension or removal to the Member and shall provide reasons for the proposed suspension or removal. The Member shall be given an opportunity to make written submissions to the Board not less than five (5) days before the suspension or removal becomes effective. In the event that the Member declines the opportunity to make written submissions, the Board may proceed to notify the Member that the Member is suspended or removed from membership in the Club. Where written submissions are made by the Member in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Member in writing concerning such final decision.

3.1- The affairs of the Club shall be managed by a Board of Directors, with a minimum of three (3) and up to a maximum of eleven (11) Directors. At each annual meeting the Members shall, by ordinary resolution, elect Directors to hold office for a term expiring at the close of the next Annual General Meeting. Directors must be 18 years of age or older, and be and remain a member of the Club during their one year term. A person is disqualified from being a Director if they have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property, have been found to be incapable by any court in Canada or elsewhere, or have the status of bankrupt. An individual who is elected or appointed to hold office as a Director must consent in writing to hold office as a Director before or within 10 days after the election or appointment.

3.2- The President or other designated Director will preside over Board meetings and General Members meetings. The chair of the Annual General Meeting will call a first meeting of the new Directors.

3.2.1- Regular meetings shall be held at the pleasure of the Board. Retiring Directors are invited to attend the first meeting of the new Board to facilitate the orderly transfer of responsibilities.

3.3- The Board of Directors shall appoint from among the Members, or select from among themselves, a Treasurer. The Board may select persons to fill the positions of President, Vice-President, and Secretary, where the President and Vice-President must be Directors. The Secretary may be an elected Director, or may be appointed from among the Members by the Board. The President, Vice-President, Secretary and Treasurer become the Officers of the Club and are responsible for its day-to-day operation.

3.3.1- Other Directors may take responsibility for activities of the Club, including representation on Committees as determined at the first meeting of a new Board of Directors.

3.4- Officers and/or other Directors approved by resolution of the Board are authorized to sign official documents of the Club. Any two signatures of Officers shall have the power to bind the Club. Other Club Members may be afforded signing authority by resolution of the Board, for specific purposes and periods of time.

3.5- The retiring President may be elected as a Director and appointed as Past President.

3.6- The office of a Director shall be vacated immediately:

• a. if the Director resigns office by written notice to the Club, which resignation shall be effective at the time it is received by the Club or at the time specified in the notice, whichever is later;
• b. if the Director dies;
• c. 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.

3.7- If there is a vacancy created by the removal of a Director, it may be filled at the meeting of Members at which the Director was removed. If there is a vacancy created by a failure to elect the number or minimum number of directors provided for in the Articles, or if there is not a quorum of Directors, the Directors then in office shall without delay call a special meeting of the Members to fill the vacancy. If they fail to call a meting, or there are no Directors in office, the meeting may be called by any Member. In all other cases, a vacancy among the Directors may be filled by a quorum of Directors.

3.8- A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Club or is a Director of 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 Club shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

3.9- No Director shall, directly or through an associate, receive a financial benefit, through a contract or otherwise, from the Club if it is a charitable corporation unless the provisions of the Act and the law applicable to charitable corporations are complied with. The Board may approve payment of out-of-pocket expenses to Directors for assigned duties when valid receipts are presented.

4.1- Regular meetings of the general membership of the Club shall be held monthly in the City of Thunder Bay, at a time and place determined by the Board during the months of September, October, November, January, February, March, and April.

4.2- An Annual General Meeting as required by the Act will be called by the Board. The Board shall select a date for the Annual General Meeting to ensure compliance with the Act’s financial reporting timeline requirements.

4.2.1- Those entitled to attend the Annual General Meeting are the Members, the Directors, the auditors of the Club (or the person who has been appointed to conduct a review engagement, if any).

4.2.2- Any Member, upon request, shall be provided, not less than five business days or other number of days that may be further prescribed in regulations before the Annual General Meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles.

4.2.3- 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. consideration of the audit or review engagement report, if any;
• e. reappointment or new appointment of the auditor or 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’s proposal has been given to the Club of any matter that the Member proposes to raise at the meeting in accordance with the Act at least 60 days before the date of the meeting, so that such item of new business can be included in the notice of annual meeting.

4.3- Subject to the Act, not less than 10 and not more than 50 days written notice of the time and place of any Annual or Special Members’ meeting shall be given in the manner specified in section 9.1 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.

If a meeting of the Members may be attended by telephonic or electronic means, the notice must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available, including, if applicable, instructions for voting by such means at the meeting.

A person attending a Meeting of the Members will only be considered to be present for the purposes of quorum and entitled to vote if the Board has made a determination that the requirements of the Act can be complied with.

Notice of a meeting that is adjourned for less than 30 days is not required if the time and place of the adjourned meeting and, if applicable, the instructions for attending, participating, and voting by telephonic or electronic means are announced at the original meeting.

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

4.4- The President, or other Director designated by the Board, shall chair the Annual General Meeting, General Members Meetings and Board of Directors Meetings. The Secretary, or an acting secretary, shall record the proceedings of such Meetings.

4.5- Field Trips will be authorized by the Board. At all times safety one Field Trips shall be of uppermost importance. Participants need not be members of the Club. Children under 18 years of age must be under the personal control of a parent or guardian. All participants will be required to sign a waiver that relieves the Club of personal liability.

5.1- All Meetings of the Club shall be conducted in accordance with normal parliamentary procedure. “Roberts Rules of Order” may be cited as a reference.

5.2- A majority of the number of Directors in office shall form a quorum at a Board Meeting, and twenty-five members present shall form a quorum at a General Meeting. 

5.3- Voting on resolutions shall normally be by show of hands of Members eligible to vote. A simple majority, except as required elsewhere in these By-laws, shall rule.

5.3.1- All motions or resolutions must be seconded before debate is allowed.

5.3.2- At Board meetings, a recorded vote may be requested by a Director. Any two Directors may request a secret ballot vote on a resolution. A Director may, upon request, be recorded as being against a resolution.

5.3.3 – At Directors’ meetings each director present in person or via telephone conference or videoconference, shall be entitled to one vote.

5.3.4 – A resolution in writing signed by all Directors, or confirmed by means of electronic mail by all Directors, shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted.

6.1- The registered office of the Club shall be located in Thunder Bay, Ontario.

6.2- The financial year of the Club shall be the calendar year.

6.3- The Club shall be subject to the requirements relating to the appointment of an auditor or a person to conduct a review engagement and level of financial review required by the Act.

6.4- Banking and financial transactions shall be conducted with institutions satisfactory to the Board.

6.5- All monies are payable only to the “Thunder Bay Field Naturalists Club”. Some payments and charitable donations may be restricted to or for a specific purpose. Only the Treasurer shall have the authority to issue and sign charitable donation receipts.

6.6- Authority for the purchase or acquisition of any service or asset shall be vested in the Board.

6.7- The records of the Club shall be maintained in accordance with Part 10 of the Act.