BARC-OC Bylaws

BY- LAW NO.1

A by-law relating generally to the transaction of the business and affairs of the British Automobile Racing Club - Ontario Centre. BE IT ENACTED as a By-law of the British Automobile Racing Club - Ontario Centre ( hereafter referred to as the ‘Corporation’ ) as follows:

INTERPRETATION

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 reference to persons shall include firms and corporations.

ARTICLE 1 – HEAD OFFICE

The Head Office of the Corporation shall be in the Municipality of Metropolitan Toronto, in the province of Ontario and at such place therein as the Directors may from time to time determine.

ARTICLE 2 – THE CORPORATE SEAL

Article 2, SECTION 1 – Form:

The Corporate Seal of the Corporation shall be in the form impressed hereon.

Article 2, SECTION 2 – Custody:

The Secretary shall be the custodian of the Seal of the Corporation.

Article 3 - BOARD OF DIRECTORS –

The affairs of the Corporation shall be managed by a Board of nine Directors

Article 3.1, Board of Directors - Section 1 – OFFICERS –

Composition:

1. (a) The Immediate Past-President; President; Vice-President; Secretary; and Treasurer shall form the Officers of the Corporation, and each shall be current BARC-OC members in good standing;
2. (b) No Officer may hold more than one Office at a time.

Authorities and Duties:

1. (a) The Officers shall have and exercise the authority of the Board of Directors when the Board is not in session;
2. (b) The Officers shall make policy interpretations on behalf of the Board and shall meet as soon as possible with the Board for ratification of its actions/decisions.

Article 3.1 – Board of Directors - Section 2 – Directors –At-Large and Committees/Departments :

1. (a) Directors of BARC-OC shall be: Officers and Directors-At-Large;
2. (b) Non-elected Committee Chairs shall be non-voting at Board Meetings, and shall be current BARC-OC members in good standing;
3. (c) Each Director-At-Large without Portfolio will either assume the position of Chair of a Committee/Director of a Department, or act as the Board Liaison with a Committee Chair, and will be responsible for regular (monthly or as often as is requested by the Board) reporting of the actions of the Committee/Department to the Board of Directors;
4. (d) Committees/Departments deemed either Standing or Ad Hoc may include, and are not limited to: Membership; Racing; Ice Racing; Social Events and Charitable Contributions; Marketing and Promotion (including Social Media); Newsletters/Publications; Programs; Trophies, Awards and Regalia; Volunteer Management (including recruitment, recognition and retention); Nominations; Memorabilia; Solo events; Rally; and any such other Committees/Departments as the Board of Directors may from time to time appoint.

Article 3.1 – Board of Directors – SECTION 3 Elections :

1. (a) The President, Secretary and at least 2 Directors shall be elected for a 2-year term, on even-numbered years. The Vice-President, Treasurer, and at least 2 Directors shall be elected for a 2-year term, on odd-numbered years.
2. (b) A majority of members present, including Proxy votes, shall elect;
3. (c) Directors elected at the AGM shall begin their term of office on January 1^st of the following calendar/fiscal year

Article 3.2 – Board of Directors Quorum:

1. (a) A majority of the Directors shall form a quorum for the transaction of business At any meeting of the Board of Directors;

Article 3.3 – Board of Directors Vacancies:

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 resolution has been given, remove any director or officer before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

Article 3.4 – Board of Directors - Filling Vacancies:

1. (a) Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remain in office, be filled from among the qualified members of the Corporation, if they shall see fit to do so;
2. (b) Otherwise, such vacancies shall be filled at the next Annual General Meeting of the members at which the Directors for the ensuing year are elected;
3. (c) If there is not a quorum of Directors, the remaining Directors shall forthwith call a Special meeting of the members to fill the vacancy or vacancies, to the authorized number of the Board of Directors.

Article 3.5 – Board of Directors - MEETINGS -

Article 3.6 – Board of Directors - SECTION 1 - Location:

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 or 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.

Article 3.6 – Board of Directors - SECTION 2 Notice of Meetings:

1. (a) Directors’ meetings may be formally called by the President or Vice-President, or by the Secretary on direction in writing of two Directors.
2. (b) Notice of such meetings shall be delivered, telephoned, telegraphed or e-mailed to each Director not less than three days before the meeting is to take place or shall be mailed to each Director not less than seven days before the meeting is to take place.
3. (c) The statement 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.
4. (d) 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 meetings no notice need be sent.
5. (e) A Directors’ meeting may also be held without notice, immediately following the Annual General Meeting of the Corporation or immediately following any Special Meeting.
6. (f) The Directors may consider or transact any business from either a Special or General at any meeting of the Board.

ARTICLE 3.6 – Board of Directors – SECTION 3 - Errors in Notice:

1. (a) No error or omission in giving notice shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting;
2. (b) 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 3.7 – Board of Directors – Voting: Protocol:

1. (a) Questions arising at any meeting of Directors shall be decided by a majority of votes;
2. (b) In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote;
3. (c) All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent;
4. (d) A declaration of the Chairman that a resolution has been carried and an entry to that effect in the Minutes shall be prima facie evidence or the fact without proof of the number or proportion of the vote recorded in favour of or against such resolution;
5. (e) In the absence of the President, his duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for the purpose.

ARTICLE 3. 8– Board of Directors – Powers:

1. (a) 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;
2. (b) Save as hereinafter provided, generally, may exercise all such powers and all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do;
3. (c) 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 / or other property, moveable or immoveable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as may deem advisable.

ARTICLE 3.9 – REMUNERATION OF DIRECTORS

The Directors shall receive no remuneration for acting as such.

ARTICLE 3.10 – DUTIES OF PRESIDENT AND VICE-PRESIDENT

Article 3.10 – Board of Directors - SECTION 1 – President:

1. (a) The President shall, when present, preside at all meetings of the members of the Corporation, but he may delegate the chairmanship of any meeting;
2. (b) The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation.
3. (c) The President with the Secretary or other officer appointed by the Board for the purpose shall sign all By-laws and Membership certificates.

Article 3.10 – Board of Directors - SECTION 2 - Vice-President:

1. (a) During the absence or inability of the President, the Vice-President, or such other Director as the Board may from time to time appoint for the purpose of exercising any such duty or power.

ARTICLE 3.11 – Board of Directors – Duties of Secretary:

1. (a) The Secretary shall be a member of the Board of Directors;
2. (b) He 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;
3. (c) He shall give all notices required to be given to members and to Directors;
4. (d) He 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 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 shall perform such other duties as may from time to time be determined by the Board of Directors.

ARTICLE 3.12 – Board of Directors – Duties of Treasurer:

1. (a) The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all monies 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;
2. (b) He shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers therefore, and shall render to the Board of Directors at regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial positions of the Corporation. He shall also perform such other duties as may from time to time be determined by the Board of Directors;
3. (c) The Treasurer of the Corporation shall be bonded and the cost of such bond be paid by the Corporation;
4. (d) Only the Treasurer or an Officer of the Corporation approved for that event or function, is allowed to leave that event or function with the entry fees or monies collected at the event or function;
5. (e) The entry fees or monies collected at that event or function are to be balanced prior to the Treasurer or Officer of the Corporation taking possession of the entry fees or monies of the event or function.

ARTICLE 3.13 – Board of Directors - Execution of Documents:

1. (a) Deeds, transfers, licences, contracts and engagements on behalf of the Corporation shall be signed by any two of the four officers and the Secretary shall affix the seal of the Corporation to such instruments as required the same.
2. (b) Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the President, Secretary, Vice-President, Treasurer or by any member authorized by the Board of Directors;
3. (c) The President, Vice-President, the Directors, Secretary or Treasurer, or any one of them designated by the Board of Directors may transfer any and all shares of stock, bonds or other securities from time to time standing in the name of the Corporation in its individual name or any other capacity or as trustee or otherwise
4. (d) and may accept in the name of and on behalf of the Corporation transfers or shares of stock, bonds or other securities from time to time transferred to the Corporation,
5. (e) 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 any attorneys to make or accept transfers of shares of stock, bonds or other securities on the books of any company or corporation.
6. (f) 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 member or members by whom, any particular instrument, contract or obligation of the Corporation may or shall be executed.

ARTICLE 3.14 – Board of Directors - Books and Records -

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 or law are regularly and properly kept.

ARTICLE 3.15 – Board of Directors – Financial Year -

Unless otherwise resolved by the Board of Directors, the fiscal year of the Corporation shall terminate on the thirtieth day of September in each year.

ARTICLE 3.16 – Board of Directors – Cheques, Etc. -

1. (a) 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 two Officers.
2. (b) One officer may 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.
3. (c) Any one of such Officers 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.

ARTICLE 3.17 – Board of Directors – Deposit of Securities for Safekeeping -

1. (a) The securities of the Corporation shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors.
2. (b) Any and all securities so deposited may be withdrawn from time to time, only upon written order of the Corporation, signed by such Officers of the Corporation and in such manner as shall, from time to time, be general or confined to specific instances.

ARTICLE 3.18 – Board of Directors Affiliation -

The Corporation shall at all times maintain affiliation with the Canadian Automobile Sport Clubs, or its successor or successors if any, and shall adhere to the rules and regulations effective under such affiliation as they apply to the Corporation and its members.

ARTICLE 4 – MEMBERSHIP -

Article 4.1 – Membership - Membership Categories:

1. (a) Members in Good Standing –
   Those members who have paid the required membership dues for the current fiscal year;
2. (b) Life Members –
   Those members who have made significant contributions to the Club;
3. (c) Honourary Members –
   Persons are given free membership, by the Board of Directors, for a specific, limited period of time;
4. (d) Youth Members – Annual membership for those under age 16 shall be $15.00

Article 4.2 – Membership - Qualified Voting Members:

1. (a) Members qualified to vote on any matter shall be: Members in Good Standing; Life Members; and Honourary Members.
2. (b) Each member qualified to vote shall be entitled to one vote on each question arising at any Special or Annual General Meeting of the members.
3. (c) Each member shall be informed by the Membership Secretary, of his admission as a member.

Article 4.3 – Membership - Quorum of Members at General Meetings:

A quorum for the transaction of business at any monthly General Meeting of the Corporation shall be the majority of the Board of Directors plus 10 of the Members duly qualified to vote at such meetings.

Article 4.4 - Membership – Resignation of Members:

1. (a) Members may resign by resignation in writing which shall be effective upon acceptance thereof by the Board of Directors.
2. (b) In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Corporation prior to the acceptance of his resignation.

ARTICLE 4.5 - Membership – DUES OR FEES:

Article 4.5 – Membership Dues or Fees - SECTION 1 – Setting Dues or Fees:

1. (a) Dues shall be fixed by a vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the members at the next Annual, Special or General Meeting;
2. (b) The Secretary, or such official as may from time to time be appointed by the Directors for the purpose, shall notify the members of the dues or fees at any time payable by them;
3. (c) If any are not paid within sixty days of the date of such notice thereof, the members in default shall thereupon automatically cease to be members of the Corporation;

Article 4.5 – Membership Dues or Fees - SECTION 2 – Non-Payment of Member Dues or Fees:

1. (a) The Membership Chair or such official as may from time to time be appointed by The Directors for the purpose, shall notify the members that the dues or fees are due within 60 (sixty) days of the date of such notice, and will include the consequences of non-payment;
2. (b) Members in default of dues or fees payment shall cease to be members of the Corporation, and will therefore become ineligible to vote on matters related to the Corporation;
3. (c) Eligibility to have one vote on each question at any Special or Annual General Meeting requires that dues or fees be paid 30 (thirty) days prior to said meetings.

Article 4.5 – Membership Dues or Fees - SECTION 3 – Re-instatement of Members:

1. (a) Any members to which this By-law shall become applicable may, within a period of sixty days following their ceasing to be members, upon payment of all unpaid dues or fees be reinstated by a vote of the Board of Directors;
2. (b) Membership may be reinstated following cessation of membership due to non-payment of dues or fees, upon payment of all unpaid dues or fees, unless the individual is or has been found by the Board of Directors to have acted in any way detrimental to the interests of the Corporation and/or to other individual members.

ARTICLE 5 - ANNUAL AND SPECIAL GENERAL MEETINGS OF THE MEMBERS

Article 5.1 – Annual and Special General Meetings - Purpose:

The purpose of the Annual General Meeting shall be to:

1. (a) Ratify proposed amendments to the By-Laws;
2. (b) Ratify the actions of the Board of Directors;
3. (c) Accept the reports of the Board of Directors;
4. (d) To present a Financial Statement for the prior fiscal year and accept the BARC Audit Committee’s internal review;
5. (e) Appoint a BARC Audit Committee;
6. (f) At the discretion of the Board, but not later than 20 twenty days prior to the end of each fiscal year of the Corp, Elect the positions of the Board of Directors which are required to be filled;

Article 5.2 - Annual and Special General Meetings - Notice of Meetings:

1. (a) The Annual or any Special 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;
2. (b) At every Annual General Meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the BARC Audit Committee shall be presented;
3. (c) The Audit Committee shall be appointed for the ensuring year;
4. (d) The members may consider and transact any business either special or general without any notice thereof at any General Meeting of the members;
5. (e) The Board of Directors or the President or Vice-President shall have power to call at any time a Special General Meeting of the members of the Corporation;
6. (f) No public notice nor advertisement of members’ meetings, annual or general shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice ten days before the time fixed for the holding of such meeting by: prepaid post; email; telephone; or any combination of which shall be required.

Article 5.3 – Annual and Special General Meetings - Quorum:

A quorum for the transaction of business at any Special or Annual General Meeting of the Corporation shall be not less than 20% (twenty percent) of the members duly qualified to vote at such meetings (including Proxy votes)

Article 5.4 – Annual and Special General Meetings - Voting of Members:

1. (a) Subject to the provision, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall, at all meetings of the Members, be entitled to one vote;
2. (b) At all meetings of members, every question shall be decided by the By-Laws of the Corporation, or by law;
3. (c) Every Question shall be decided in the first instance by a show of hands, unless a poll be demanded by any member;
4. (d) Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded, a declaration by the Chairman that a resolution has been carried or not carried, and an entry to that effect without proof of the number or proportion of the votes accorded in favour for or against such resolution;
5. (e) The demand for a poll may be written, but if a poll be demanded and withdrawn, the question shall be taken in such manner as the Chairman shall direct, and the result of such poll shall be deemed to be the decision of the General Meeting upon the matter in question;
6. (f) In case of an equality of votes at any General Meeting whether upon show of hands or at a poll, the Chairman shall be entitled to a casting vote

Article 5.5 – Annual and Special General Meetings - Proxy Votes:

1. (a) In the event that eligible voting members cannot attend an election at an Annual General Meeting, a Proxy vote will be allowed;
2. (b) Any Proxy must be submitted via a current BARC-OC member eligible to vote in the current election.

ARTICLE 6 – ERRORS OR OMISSIONS IN NOTICE OF MEETINGS:

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 or had thereat. For the purpose of sending notice to any member, Director or Officer for any meeting or otherwise, the address of the member, Director or Officer shall be his last address recorded on the books of the Corporation.

ARTICLE 7 – ADJOURNMENTS:

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.

BY - LAW NO. 3

A By-law relating to the suspension or expulsion of members of the British Automobile Racing Club - Ontario Centre.

BE IT ENACTED as a By-law of the British Automobile Racing Club - Ontario Centre ( hereinafter referred to as the Corporation ) that:

ARTICLE 1 - DEFINITION

The Board of Directors shall have the right to order the suspension or expulsion of any member whom they consider to have acted in any way detrimental to the interests of the Corporation.

ARTICLE 2 – ORDERED RETIREMENT

The Board of Directors shall have the right to order the retirement from office or of the Club, of any Officer, Director or Member whom they consider to have acted in any way detrimental to the interests of the Corporation.

ARTICLE 3 - HEARINGS

Such Member, Officer or Director may be required to present himself before the Board of Directors to give cause why he should not be suspended or expelled or retired, as the case may be.

ARTICLE 4 - PROCEDURES

A member, Officer or Director suspended, expelled or retired from office under the provisions of this By-law may, by giving of a written notice stating his desire to the Board of Directors, cause a Special General Meeting to be called within one month of the date of such notice, to consider in open meeting the suspension, expulsion or retirement from office.

ARTICLE 5 – RE-INSTATEMENT

Re-in statement shall require the approving vote of two-thirds of the members present at such Special General Meeting.

HUMAN RIGHTS POLICY BARC-OC Human Rights Policy November 27, 2003

POLICY:

1. (a) The British Automobile Racing Club - Ontario Centre recognizes the dignity and worth of every person and is committed to providing equal rights and opportunities for its members without discrimination that is contrary to law.
2. (b) The Club is also committed to providing a participation environment free from prohibited discrimination, harassment and sexual solicitation.
3. (c) Harassment is defined as:
   Any conduct, comment or gesture on the basis of sex, race, colour, religion, sexual orientation or disability that is likely to cause offence or humiliation to any member.
4. (d) Every member has the right to equal treatment without discrimination and to be free from harassment while participating in club activities.
5. (e) Various prohibited grounds for discrimination or harassment as outlined in applicable human rights legislation may include the following: race; ancestry; place of origin; colour; ethnic origin; citizenship; creed; sex; sexual orientation; age; record of offences; marital status; family status; or handicap.
6. (f) Prohibited harassment includes sexual harassment.
7. (g) In addition, members, while participating in club activities, have a right to be free of sexual solicitation made by a person in a position to confer, grant or deny a benefit or advancement and to be free of a reprisal or threat of reprisal for rejecting such sexual solicitation or advance.
8. (h) The Board of Directors will make every reasonable effort to ensure that no member is discriminated against during club activities contrary to law and will take appropriate disciplinary measures against any member found to be in violation of this policy, as provided for in the by-laws of the Club.

SCOPE

This policy applies to all members of the British Automobile Racing Club - Ontario Centre.

PROCEDURES

1. Complaints and Response to Complaints

All complaints will be treated in a serious manner and investigated promptly and thoroughly. Members who feel that they have been subjected to any form of harassment or sexual harassment should indicate to the person responsible that their conduct is unwelcome. If the conduct continues, the member should immediately inform any member of the Board of Directors.

2. Investigation

1. (a) Each complaint will be handled in strictest confidence and will be documented and dealt with in the manner most appropriate to the situation. In all cases, the Board of Directors will honour their obligation to conduct a thorough investigation in a timely and effective manner.
2. (b) Each complaint will be investigated by a committee composed of one person nominated by the Board of Directors, and one person nominated by each of the parties involved in the complaint.
3. (c) The investigation will entail:
   • * Informing the person against whom the complaint is made;
   • * Informing all parties involved that they have the right to legal representation if they so choose;
   • * Interviewing all parties;
   • * Interviewing any witnesses;
   • * Advising the person making the complaint, and the person against whom the complaint is made, of all findings and conclusions.

3. No Reprisal

1. (a) Any member filing a complaint under this policy or interviewed in connection with the investigation of the complaint will be assured that no reprisal action or threat of reprisal will be taken or made against them.
2. (b) Any member, who believes that any reprisal or threat of reprisal has been made or taken, should immediately contact the Board of Directors in order that the situation may be investigated and appropriate remedial action taken, if necessary.
3. (c) The only permissible exception to this policy is if it is found by the Board of Directors through their investigation of the incident, that the party concerned has knowingly and willfully misrepresented the true facts, then Item 5, Unfounded Allegations would come into effect.

4. Remedial Action

Any member violating this policy is subject to appropriate disciplinary action, as provided by the By-laws of the Club.

5. Unfounded Allegations

1. (a) The British Automobile Racing Club - Ontario Centre also recognizes the damage that could potentially be caused by unfounded allegations.
2. (b) In such instances, appropriate disciplinary action would also be taken.
3. (c) No action will be taken against any person who makes a complaint in good faith.
4. (d) In conclusion, The British Automobile Racing Club - Ontario Centre respects the individual’s rights to participate in an environment free from harassment of any kind.
5. (e) We are committed to addressing any complaint made in a timely, complete and thorough manner.