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Held Monday September 25, 2023, 7:00 PM
In the Upper Lounge of Tam Heather Curling and Tennis Club
- General Introduction
- Constitutional Review Committee Mandate
- Constitutional Review Committee Members
- Motion 1: That Sections 5.1 - 5.6, 5.23,5.24 and 8 be combined into one section and that Section 7.2 Spending Powers be included in the same new section.
New part to read:
5. BOARD OF DIRECTORS
5.1 Board of Directors: (CHANGE OF TITLE)
a) The affairs of the Club shall be managed by a Board of Directors (the ‘Board’ or individually, a ‘Director’) (current 5.1)
b) The Board shall have the power to make and authorize expenditure on behalf of the Club from time to time, for the purpose of furthering the objects of the Club (current 7.2)
5.2 Number
The Board shall consist of nine (9) voting Directors, elected or appointed by members of the Club in accordance with the provisions of this By-Law. (Current 5.2 1st statement)
5.3 Members (Duties shall be moved to Policy/Operational Handbook)
a) The Members of the Board shall be the President, Vice-president, Secretary, Treasurer, Membership Director, House Director, Curling Liaison, Tennis Liaison, and Member-atLarge. (Member-at-Large to replace City Director)
b) The President, Vice-President, Secretary and Treasurer shall be the Officers of the Board and shall have the power to sign such contracts, documents or instruments in writing as require their respective signatures. (currently in 8.8)
c) The immediate Past President shall be an ‘ex-officio’ non-voting member. (current 5.3 condensed)
d) The manager of the Club shall be an ‘ex-officio’, non-voting Officer. (current 8.2)
e) Any Director shall be subject to removal by resolution of the Board, at any time, for any reason. (current 8.4)
5.4 Qualifications
a) Every Director shall be eighteen years of age or more, and a voting member in good standing. (5.4 condensed)
b) At no time shall two members of the same family (including common-law relationships) be Directors on the Board at the same time. (5.4 condensed)
5.5 Election
a) Directors shall be elected to a specific position on the Board by the members of Club at the annual meeting. (Reflects Present Practice)
b) Elections can be by a show of hands by a majority of votes cast or by secret ballot. The BOD will decide on the process.
5.6 Tenure (current 5.6, and part b) approved AGM 2022)
a) Subject to the Letters Patent and to the provisions of the Act, the term of office of a voting Director shall be from the date of the annual meeting at which the person is elected until the date of the annual meeting three (3) years following.
b) Voting Directors may serve a maximum of six (6) consecutive years on the Board of Directors. (Approved 2022 annual meeting.
5.7 and 5.8 remain and will be revised in coming year
5. Motions 2 a) to l): Vote on as a package
a) Whereas debentures are no longer in existence
MOTION: “That part 12.11 Meetings of Members, and part 16.1 Amendment of By-Laws be deleted” and further “that 15.3 Notice - Change of Address be amended to delete the phrases ‘and persons owning debentures’ and ‘or a said debenture holders’. (Reflects Present Practice)
b) Whereas the voting City Director has not attended Board meetings in the past few years, and Whereas the City Lease has no requirement for a voting Director on the Board
MOTION: “That part 5.2 Directors b) to h) be deleted to remove the City Director as a voting Director from the Board”. (Reflects Present Practice)
c) Whereas the Executive Committee has not served any role in the past years, and Whereas issues can be dealt with by the Board
MOTION: ”That parts 5.20, Executive Committee, and 5.21 Removal of Member, and 5.22 Meetings of the Executive Committee, be deleted”. (Reflects Present Practice)
d) Whereas monetary deposits are no longer required to accompany a motion put forth by a member,
MOTION: “That parts 12.5 and 12.6 Deposit of Requisition, Required and Duty to Deal with Requisition, be deleted, thus removing this monetary requirement to accompany the submission of a motion”. (Reflects Present Practice)
e) Whereas virtual access to meetings may be made available for members unable to attend in person,
MOTION: 12. Meetings of Members, “That the following statement be added to part 12. Meetings of Members to read: “Any person entitled to attend a meeting of the members may participate in the meeting by telephonic or electronic means that permits participants to communicate adequately with each other during the meeting, if the Club makes such means available”. (Reflects Present Practice)
f) Whereas the term ‘Sections’ is used in different designations, to avoid confusion of terms, “Sections’ shall be referred to as ‘Curling and Tennis Sections’ and those groups within Curling and Tennis shall be referred to as ‘Leagues’.
Whereas 5.7-5.13, Nominating Committee, are more applicable under 13.0 Committees, and Whereas the Nominating Committee and the Curling and Tennis Committees are ‘Standing Committees’ (meet on a regular schedule), there should be a delineation between Standing and ‘Ad Hoc’ committees
MOTION: “That parts 5.7 to 5.13 Nominating Committee, in current By-Law 1 be moved to 13. Committees, and that 13.0 Committees be amended to read:
a) The Sections of the Club shall be organized into two (2) Activity Sections: Curling and Tennis (Clarity)
b) The groups within the Curling and Tennis Sections shall be designated as ‘Leagues” and divided into Leagues as the Board sees fit to establish. (Clarity)
c) Standing Committees (Reflects Present Practice)
i) Curling Committee - a Committee formed annually which shall oversee the activities and functions within the Curling Section. It shall be composed of a minimum of four (4) representatives from the different leagues of curling and be chaired by the Curling Liaison member of the BOD (Makeup of Committee defined)
ii) Tennis Committee - a Committee formed annually which shall oversee the activities and functions within the Tennis Section. It shall be composed of a minimum of four (4) representatives from the different leagues of tennis and be chaired by the Tennis Liaison member of the BOD. (Makeup of Committee defined)
iii) Nominating Committee - a Committee which shall oversee the creation of a slate of Directors to be elected at each AGM. It shall be chaired by the Past President or designate, and be composed of a minimum of four (4) persons with equal representation from the Curling and Tennis Sections. (Makeup of Committee defined)
d) ‘Ad Hoc’ Committees - The Board may appoint committees from time to time, as the need arises. (New Title only)
e) Committees shall have the power to make recommendations only, to the Board, or to the members, in such manner as the Board may direct. (No Change)
g) Whereas Social members are a class of membership at Tam Heather, and Whereas Social members in good standing should have full club privileges upon payment of required fees
MOTION: “That 11.16 Classes of Membership, part b) Social member, be amended to read: ‘A Social member, in good standing, shall have the power to vote at meetings of members, and the right to be elected or appointed a Director of the Club’ (CHANGE - at present, Social members cannot vote or be a Director)
h) Whereas Members should have the opportunity to submit motions to the Board for consideration at the annual meeting, and
Whereas a member is currently required to obtain 1/20 of the membership (approx. 55 names) to submit a motion
MOTION: “That 12.4 Circulation of Members’ Resolutions be renamed ‘Member Resolutions(Motions)’ and amended to read:
‘That the signatures of four (4) members, in good standing, be required to accompany the motion” (Clarity and CHANGE to allow for easier Member input; consistent with # signatures required for Board nomination)
i) Whereas the timelines for submissions and announcements are inconsistent throughout the By-Law1 document, and
Whereas Members should have adequate notification of special and annual meetings, and Whereas members need time to consider and obtain further detail on amendments.
MOTION: “That timelines for announcement of date of annual meeting, slate of officers, and motions to amend By-Laws, be sixty(60) days” CHANGES from current timelines
- 5.11 Notice of Nominations - fifteen (15) days
- 12.7: Notice of Member Meeting (annual or general) - fifteen (15) days
- 16.2: Amendment of By-Laws, Notice - thirty (30) days
j) Whereas Articles and By-Laws should be separated in a Constitution, and
Whereas By-Laws may be amended at an annual meeting by the Members
MOTION: “That the current By-Law 1 be divided into Articles (current By-Law 1-4) and By-Laws, and further:
“That the current By-Law 1 be renumbered to reflect the removal of the sections placed under Articles, and to accommodate the approved amendments” (NEW FORMAT)
Whereas the ‘Act’ for Non-profit organizations, and the City Lease are binding agreements, and Whereas changes may be made in the ‘Act’ or the City of Toronto Lease Agreement during the year
MOTION: “That the following compliance statement be added to the Articles to read:
a) The Club will comply with the requirements of the Ontario Not-For-Profit Act, and with the City of Toronto lease Agreement
b) Whenever the Act or the Lease Agreement is amended such that compliance requires a change to our By-Laws, the Board shall comply with the Act or Lease Agreement until such time as an amendment will be brought forward for approval at the next annual general meeting. (NEW)
