Kingston Woodturners

CANADA NOT FOR PROFIT CORPORATIONS ACT

BYLAW NO. 2 OF KINGSTON WOODTURNERS

(the “Corporation”)

Relating to the Business and Affairs of the Corporation

TABLE OF CONTENTS

Part 1 – General
Part 2 – Membership
Part 3 – Meetings of Members
Part 4 – Directors
Part 5 – Meetings of Directors
Part 6 – Officers
Part 7 – Meetings of Officers
Part 8 – Notices
Part 9 – Dispute Resolution
Part 10 – Dissolution
Part 11 – Effective Date

BE IT ENACTED as a Bylaw of the Corporation as follows:

PART 1. GENERAL

Definitions

In this Bylaw No. 2 and all other Bylaws of the Corporation, unless the context otherwise requires:

(a) “Act” means the Canada Not-for-Profit Corporations Act, S.C. 2009, c.23, including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

(b) “Annual General Meeting” (AGM) means the gathering of the Board and Members of the Corporation, as required by law to be held each calendar year. This meeting shall be held in during the June monthly gathering of members.

(c) “Articles” means original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement, dissolution or revival of the Corporation;

(d) “Board” means the Board of Directors acting as authorized by the Articles and the Bylaws in managing or supervising the management of the affairs of the Corporation and exercising the powers of the Corporation. The Board shall consist of an elected President, Vice-president, Second Vice-president, Secretary and Treasurer.

(e) “Business Day” means any day that is not a Saturday, Sunday or a statutory holiday in the Province of Ontario;

(f) “Bylaws” means this Bylaw No. 2and all other Bylaws of the Corporation from time to time in force and effect;

(g) “Cheques” means physical cheques or any form of electronic transaction offered by the financial institute which the Corporation has selected for conducting its financial affairs;

(h) “Directors” means those Persons who have become Directors of the Corporation in accordance with this Bylaw No. 2 and have not ceased to be Directors;

(i) “Executive Committee” means the committee responsible for operational leadership, which shall consist of all members of the Board plus the Immediate Past-president, who shall be invited to sit on the Executive Committee as an ex-officio member. The Executive Committee may invite other Members to sit on the Executive Committee as ex-officio members. Ex-officio members, with the exception of the Past-president, shall have no voting privileges. All members of the Executive Committee are deemed Officers under section 142 of the Act.

(j) “Meeting of Members” means the Annual General Meeting or a Special Meeting;

(k) “Member” means a Person who has been admitted into membership in the Corporation and who has a number of rights by virtue of membership in the Corporation;

(l) “Non-administrative Meetings” means gatherings of Members where no corporate governance decisions may be made and no resolutions may be passed, and which any Member in good standing may attend. These are the primary meetings at which information is exchanged, demonstrations conducted and social interaction occurs. “Monthly Meetings” are but one example of Non-administrative Meetings;

(m) “Officer” means an individual appointed as an Officer under section 142 of the Act, Members of the Executive Committee or any other Person who performs functions for the Corporation similar to those normally performed by an individual occupying any of those offices;

(n) “Ordinary Resolution” means a resolution passed by a majority (50%+1) of the votes cast on that resolution;

(o) “Person” means a natural person;

(p) “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;

(q) “Special Event” means a gathering of the Members called to discuss or undertake specific matters as stated in the notice of the meeting; and

(r) “Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

Definitions in the Act

On the date this Bylaw No. 2 becomes effective, the definitions in the Act apply to this Bylaw No. 2.

1.3 Interpretation

In this Bylaw No. 2, a word defined in the plural form includes the singular, and vice-versa, and words in one gender include all genders.

Purpose of the Corporation

The Kingston Woodturners exists to:

provide a meeting place for local woodturners;
share ideas and techniques regarding the craft;
trade woods and other material related to the craft;
exchange ideas about tools and accessories;
promote and educate the general public about woodturning;
promote woodturning education in local educational institutions; and
provide guidance to members with respect to marketing strategies.

Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by two (2) of its Directors. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may do so, and may certify a copy of any instrument, resolution, Bylaw or other document of the Corporation to be a true copy thereof.

Fiscal Year and Financial Year End

The Corporation’s fiscal year shall be 1 July – 30 June of the following year. The financial year end of the Corporation shall be 30 June.

Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada as the Board of Directors may designate, appoint, or otherwise from time to time, by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Board of Directors may by resolution from time to time designate, direct or authorize.

PART 2. MEMBERSHIP

2.1 Categories of Members

Subject to the Articles, there are three categories of Members:

(a) Adult Members. These members are Class A Members;

(b) Youth Members. These members are Class B Members; and

Membership in all categories shall be restricted to those Persons who are eligible in accordance with this Bylaw No. 2.

A Person must pay the applicable membership dues, to become a Member in the appropriate category.

2.2 Eligibility for Adult Membership (Class A Membership)

A Person may apply to be accepted as an Adult Member if he or she:

(a) is 18 years of age or older;

(b) is interested in advancing the purposes and supporting the activities of the Corporation; and

2.3 Eligibility for Youth Membership (Class B Membership)

A Person may apply to be accepted as a Youth Member if he:

(a) is 17 years of age or younger;

(b) is interested in advancing the purposes and supporting the activities of the Corporation;

(d) pays the annual membership dues.

2.4 Eligibility for Honorary Membership (Class A Membership)

The Board may choose to recognize a Person by awarding them an honorary lifetime membership. Honorary Members are not required to pay membership dues, however, they shall have voting privileges.

2.5 Transfer of Membership

Membership is not transferable.

2.6 Membership Rights

Class A Members are entitled to receive notice of, attend and vote at all Meetings of Members, and each such Member shall be entitled to one (1) vote at such meetings.

Subject to the Act, Class B Members shall not be entitled to receive notice of, attend, or vote at a Meeting of Members. Class A Members are entitled to stand for election to the Board or to become Executive Committee members. All Members in good standing are entitled to attend all Non-administrative Meetings and special events, provided they pay any requisite Special Fees.

2.7 Membership Dues

Annual membership dues will be fixed from time to time by the Board. Members shall be notified in writing of the membership dues at any time payable by them. In order to participate in special events, Members may be required to pay additional fees (“Special Fees”), to be fixed by the Executive Committee.

2.8 Good Standing

All Members are deemed to be in good standing except a Member who has failed to pay the annual membership dues and Special Fees, if any, when due and owing and such Member is not in good standing for so long as the dues and Special Fees remain unpaid. Members not in good standing shall be barred from attending any meetings or gatherings until such time as dues and Special Fees owed are paid in full.

2.9 Compliance with Articles, Bylaws and Policies

Every Member will, at all times:

comply with the Articles, the Bylaws and the policies of the Corporation adopted by the Board from time to time; and;

(b) further and not hinder the aims and objects of the Corporation.

2.10 Discipline of Members

The Board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

violating any provision of the articles, Bylaws, or written policies of the Corporation;
carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;
undertakes unauthorized actions or representations on behalf of the Corporation. This would include use of the name “Kingston Woodturners” or the Corporation’s Logo without prior written approval of the Board; or
for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Corporation.

In the event that the Board determines that a Member should be expelled or suspended from membership in the Corporation, the President, or such other Officer as may be designated by the Board, shall provide twenty (20) days notice of suspension or expulsion to the Member and shall provide reason(s) for the proposed suspension or expulsion. The Member may make written or common e-format notice to the President, or such Officer as may be designated by the Board, in response to the notice received within such twenty (20) day period. In the event that no written or common e-format notice submissions are received by the President, the President, or such other Officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Corporation. If written or common e-format notices are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the Member, without any further right of appeal.

2.11 Termination of Membership

A membership in the Corporation is terminated when:

the Member dies;
a Member fails to maintain any qualifications for membership described in Parts 2.8 or 2.9 of these Bylaws;
the Member resigns by delivering a written or common e-format notice to the Chair of the Board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
the Member is expelled in accordance with Part 2.10 of these Bylaws; or
the Member’s term of membership expires.

PART 3. MEETINGS OF MEMBERS

3.1 Notice of Meeting of Members

Notice of the time and place of a Meeting of Members shall be given to each Member entitled to vote at the meeting by mail, courier, personal delivery, telephonic, electronic or other communication, during a period of 21 to 60 days before the day on which the meeting is to be held.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a Special Resolution of the Members is required to make any amendment to the Bylaws of the Corporation, or to change the manner of giving notice to Members entitled to vote at a Meeting of Members.

3.2 Persons Entitled to be Present

The only persons entitled to be present at a Meeting of Members shall be those entitled to vote at the meeting, the Directors and the Public Accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or Bylaws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the Chair of the meeting or by resolution of the Members.

3.3 Chairperson of the Meeting

In the event that the President and nether of the two Vice-presidents of the Board are absent, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

3.4 Quorum

A quorum at any Meeting of the Members (unless a greater number of Members are required to be present by the Act) shall be 10% of the Members entitled to vote at the meeting. If a quorum is present at the opening of the Meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

3.5 Votes to Govern

At any Meeting of Members every question shall, unless otherwise provided by the articles or Bylaws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the Chairperson of the meeting in addition to an original vote shall have a second or casting vote.

PART 4 – DIRECTORS

4.1 Election and Term

Subject to the articles, the Members will elect Directors at a Meeting of Members which shall be held in the month of May those years when an election is required, and the Directors shall be elected to hold office for a maximum three (3) year term. Directors shall be elected to one of the five (5) Board positions: President, First Vice-president, Second Vice-president, Treasurer and Secretary. Directors shall also constitute the core members of the Executive Committee, where they shall hold positions of the same title.

In the event that any office becomes vacant during the organization’s fiscal year, the Board of Directors shall appoint by vote a member of the Executive Committee to fill the vacancy until the end of the term of the Board Member replaced.

4.2 Qualifications of Directors

A Person is eligible to be a Director if they:

are at least 18 years of age;
have not been declared incapable by a court in Canada or elsewhere;
are not an undischarged bankrupt; and
are a Member in good standing.

4.3 Duties and Responsibilities

The Board is responsible for:

providing strategic direction to the Executive Committee;
approving the Corporation’s annual budget;
maintaining the Corporation's books and records; and
complying with disclosure obligations mandated by the Government of Canada.

4.4 Election Process

A Nominating Committee consisting of two (2) Members will be established by the Board, two (2) months prior to the election, to prepare a slate of candidates to fill the positions described in Part 4.1 above. The Nominating Committee shall advise the Members of the date, time and place of the election, together with a list of the position(s) open for nomination. Any Member may nominate themselves or other Members to an open position, by so advising the Nominating Committee no fewer than five (5) days in advance of the election, who shall confirm the nominee’s willingness to stand for election.

At the meeting in which the election occurs, the Chairperson shall solicit nominations from the floor. Nominees who do not wish to stand for election may request that they be struck from the ballot. The Chairperson shall allow nominees ten (10) minutes to address the Members. Nominees may not remain in the room during the conduct of the vote involving themselves. Voting shall be conducted by show of hands, and the Chairperson shall tabulate and declare the results.

PART 5 – MEETINGS OF DIRECTORS

5.1 Chairperson

The President will chair meetings of the Board. One of the Vice-presidents may chair the meeting in the absence of the President.

5.2 Calling of Meetings of the Board

Meetings of the Board may be called by the President, any of the two Vice-presidents or any two (2) Directors at any time.

5.3 Notice of Meeting of the Board

Notice of the time and place for the holding of a meeting of the Board shall be given to every Director of the Corporation not less than forty-eight (48) hours before the time when the meeting is to be held, in the manner prescribed in Part 8. Notice of a meeting shall not be necessary if all the Directors are present, and no one objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.

5.4 Quorum

Two-thirds of the Directors then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Board, except where otherwise required by this Bylaw No. 2.

5.5 Votes to Govern

At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the Chairperson, in addition to an original vote, shall have a second or casting vote.

5.6 Committees

The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board of Directors.

5.7 Adjouring a Meeting of the Board

The Chairperson may adjourn a meeting of the Board with a view to the orderly conduct of the meeting.

5.8 Director(s) Preventing the Formation of a Quorum

If a Director fails to attend two meetings of the Board, without reasonably accounting for their absence, they will be deemed to have resigned from the Board, and the vacancy may be filled.

5.9 Removal of Director and Election of Replacement

The Members may remove a Director before the expiration of such Director’s term of office by Special Resolution passed at a special Meeting of Members, and may, at that same meeting, elect a replacement Director by Ordinary Resolution to serve for the remainder of the departing Director’s term.

If a vacancy created by the removal of a Director is not filled at the special Meeting of Members at which the Director was removed, then the remaining Directors may fill the vacancy in accordance with Part 4.1.

5.10 Ceasing to be a Director

A Person will cease to be a Director:

upon the date which is the later of the date of delivering their resignation in writing to the Secretary of the Corporation or to the Registered Office and the effective date of the resignation stated therein;
upon ceasing to be qualified pursuant to Part 4,2;
upon their removal; or
upon their death.

5.11 Renumeration of Directors and Renumeration of Expenses

A Director is not entitled to any renumeration for serving as a Director. A Director may be reimbursed for all expenses reasonably incurred by them in the course of conducting the affairs of the Corporation.

5.12 Direct Conflict of Interest

A Director who has, or may have, an interest in a proposed contract or transaction with the Corporation will be counted in the quorum at a meeting of the Board at which the contract or transaction is considered but is not entitled to vote on the proposed contract or transaction unless permitted by the Act and will remove themselves from any meeting (or portion thereof) at which the proposed contract or transaction is discussed, unless requested by the Board to remain for a time prior to the vote to provide relevant information.

PART 6 – OFFICERS

6.1 Introduction

The Executive Committee (committee of Officers) is responsible for providing the day-to-day operational leadership of the Corporation. The Executive Committee shall consist of all members of the Board plus the Immediate Past-president, who shall be invited to sit on the Executive Committee as an ex-officio member. The Executive Committee may invite other Members to sit on the Executive Committee as ex-officio members. With the exception of the Immediate Past-president, Ex-officio members shall have no voting privileges. All Executive Committee members are deemed Officers in accordance with the Act.

6.2 Responsibilities

The Executive Committee is responsible for the day-to-day operations of the Corporation, and shall take its direction from the Board. The following outlines the duties and responsibilities of the Officers:

President

The President is the primary Officer responsible for the day-to-day running of the Corporation. He presides over all Executive Committee meetings and may cast the deciding vote at any meeting of the committee. He may be a signing officer for Corporation cheques.

First Vice-president

In the absence of the President, or in the event of his death, incapacitation or refusal to act, the First Vice-president shall perform the duties of President, and when so acting shall have all the powers and obligations of the President.

The First Vice-president, in concert with the Second Vice-president, shall primarily be responsible for the planning and conduct of all programming and events offered to Members, including but not limited to:

demonstrations by Members or invited specialists;
presentations by Members or invited specialists;
informative gatherings of Members; and
educational events.

The First Vice-president shall also perform such other duties as the President may assign. He may be a signing officer for Corporation cheques.

Second Vice-president

The Second Vice-president, in concert with the First Vice-president, shall primarily be responsible for the planning and conduct of all programming and events offered to Members. He may be a signing officer for Corporation cheques.

Treasurer

The Treasurer shall primarily be responsible for maintaining the financial pulse of the Corporation. He:

receives all monies from the membership, donations, advertising fees, etc. and issues receipts;
maintains the Corporation’s bank account and may maintain a petty cash fund not to exceed two hundred and fifty dollars ($250.00);
promptly pays out such monies as required by instruction of the Board and Executive Committee. All major or extraordinary expenditures in excess of two hundred and fifty dollars ($250.00) which are over and above the approved budget will require the prior approval of a majority of the Directors present at the meeting;
maintains a set of financial records at all times, and keeps the financial books, available for examination of the Executive at any meeting;
assists the President in preparing an annual budget;
receives membership dues and Members contact information, then forwards the Members information along to the Secretary;
submits the Corporation’s required annual return in accordance with the Canada Not-for-profit Corporations Act, to the Government of Canada, then maintains custody of related documents;
prepares an annual statement for approval at the Annual General Meeting and such reports as may be requested by the Executive from time to time; and
notifies the Executive of those members who are in arrears in payment of dues.

The Treasurer shall be the primary signing officer for Corporation cheques.

Secretary

The Secretary’s primary responsibilities focus on maintaining the Corporation’s non-financial records. He:

records the minutes of all meetings and distributes minutes to the Board and Executive Committee in a timely manner. Informal meeting notes in lieu of minutes shall suffice for Non-administrative Meetings, copies of which are posted to the Corporation’s website and distributed to Members;
conducts all correspondence for the Corporation and reports same to the Executive Committee and the Board, as appropriate;
has custodial care of all documents relating to the Corporation, including a digital record of all fixed assets of the Corporation;
maintains an up-to-date list of all the Members, including contact information, as received from the Treasurer; and
maintains the official list of all meeting attendees.

He may be a signing officer for Corporation cheques.

Immediate Past-president

The Immediate Past-president shall be the individual most recently occupying the position of President, unless such person is unable or unwilling to fill such position, in which case, the Board may appoint any Past-president to fill the position.

The Immediate Past-president is to facilitate continuity during governance transitions and organizational change, to help ensure the appropriate succession of Directors and Officers, to support the President in their role, and to provide continuity to the Corporation by providing historical context for issues.

He may not be a signing officer for Corporation cheques.

Other Members invited to sit on the Executive Committee as ex-officio members

These other Members shall be encouraged to facilitate the smooth conduct of operations through the offering of advice and suggestions to the committee and assisting the committee where possible.

They may not be signing officers for Corporation cheques.

PART 7 – MEETINGS OF OFFICERS

7.1 Chairperson

The President will chair meetings of the Executive Committee. One of the two Vice-presidents may chair the meeting in the absence of the President.

7.2 Calling of Meetings of the Executive Committee

Meetings of the Executive Committee may be called by the President, either of the two Vice-presidents or any two (2) Officers at any time. It is customary that meetings be called 4 times yearly.

7.3 Notice of Meetings of the Executive Committee

Notice of the time and place for the holding of a meeting of the Executive Committee shall be given to every Officer not less than forty-eight (48) hours before the time when the meeting is to be held, in the manner prescribed in Part 8. Notice of a meeting shall not be necessary if all the Officers are present, and no one objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.

7.4 Quorum

Two-thirds of the Officers then in office shall constitute a quorum for the transaction of business at any regular or special meeting of the Executive Committee, except where otherwise required by this Bylaw No. 2.

7.5 Votes to Govern

At all meetings of the Executive Committee, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the Chairperson, in addition to an original vote, shall have a second or casting vote.

7.6 Adjouring a Meeting of the Executive Committee

The Chairperson may adjourn a meeting of the Executive Committee with a view to the orderly conduct of the meeting.

7.7 Officer(s) Preventing the Formation of a Quorum

If an Officer fails to attend two meetings of the Executive Committee, without reasonably accounting for their absence, they will be deemed to have resigned from the committee, and the vacancy may be filled.

7.8 Removal of Officer and Election of Replacement

The Officers may remove another Officer before the expiration of such Officer’s term of office by Special Resolution passed at an Executive Committee meeting, and may, at that same meeting, elect a replacement Officer by Ordinary Resolution to serve for the remainder of the departing Officer’s term.

7.9 Member will cease to be an Officer:

upon the date which is the later of the date of delivering their resignation in writing to the Secretary and the effective date of the resignation stated therein;
upon ceasing to be qualified pursuant to Part 4,2;
upon their removal; or
upon their death.

7.10 Renumeration of Officers and Renumeration of Expenses

An Officer is not entitled to any renumeration for serving as an Officer. An Officer may be reimbursed for all expenses reasonably incurred by them in the course of conducting the affairs of the Corporation.

7.11 Direct Conflict of Interest

An Officer who has, or may have, an interest in a proposed contract or transaction with the Corporation will be counted in the quorum at a meeting of the Executive Committee at which the contract or transaction is considered but is not entitled to vote on the proposed contract or transaction unless permitted by the Act and will remove themselves from any meeting (or portion thereof) at which the proposed contract or transaction is discussed, unless requested by the Executive Committee to remain for a time prior to the vote to provide relevant information.

PART 8 – NOTICES

8.1 Method of Giving Notices

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a Meeting of Members or a meeting of the Board, pursuant to the Act, the articles, the Bylaws or otherwise to a Member, Director or Officer or to the Public Accountant shall be sufficiently given if:

delivered personally to the Person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a Director to the latest address as shown in the last notice that was sent by the Corporation in accordance with the Act section 128 (Notice of Directors) or 134 (Notice of Change of Directors);
if mailed to such Person at the person’s recorded address by prepaid ordinary mail or air mail;
if sent to such Person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer, Public Accountant or member of a committee of the Board in accordance with any information believed by the Secretary to be reliable. The declaration by the Secretary that notice has been given pursuant to this Bylaw shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Director or Officer of the Corporation to any notice or other document to be given to the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

8.2 Invalidation of any Provisions of this Bylaw

The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of the remaining provisions of this Bylaw.

8.3 Omissions and Errors

The accidental omission to give any notice to any Member, Director, Officer or Public Accountant, or the non-receipt of any notice by any such person when the Corporation has provided notice in accordance with the Bylaws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

PART 9 – DISPUTE RESOLUTION

9.1 Mediation and Arbitration

Disputes or controversies among Members, Directors, Officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Part 9.2 of the Bylaw.

9.2 Dispute Resolution Mechanism

In the event that a dispute or controversy among Members, Directors, Officers, committee members or volunteers of the Corporation arising out of or related to the articles or Bylaws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the Members, Directors, Officers, committee members, or volunteers of the Corporation as set out in the articles, Bylaws or the Act, and as an alternative to such person instituting a lawsuit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

a. the dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable, the Board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.

the number of mediators may be reduced from three to one or two upon agreement of the parties.
If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial legislation governing domestic arbitrations in force in the province where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this part shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this part shall be borne by such parties as may be determined by the arbitrators.

PART 10 – DISSOLUTION

10-1 Dissolution of the Corporation may be proposed by the Board of Directors, or at a Special Meeting called by the petition of a majority of the Membership.

In the event of dissolution and because of the Kingston Woodturner’s not-for-profit (NFP) status, no Member or group of Members shall receive any monetary or physical benefit from the distribution of the physical assets of the Kingston Woodturners.

Any property remaining on liquidation of the Corporation, after discharge of liabilities, shall be distributed to one or more qualified donees within the meaning of subsection 248(1) of the Income Tax Act. Such donees would ideally include a school program or NFP organization involved in woodturning instruction as selected by the Board of Directors and approved by a two-thirds (2/3) majority vote of Members in attendance at the meeting.

PART 11 – EFFECTIVE DATE

11.1 Effective Date

Subject to matters requiring a Special Resolution, this Bylaw shall be effective when made by the Board.

CERTIFIED to be Bylaw No. 2 of the Corporation, as enacted by the Directors of the Corporation by resolution on the 19th day of November, 2024.

Dated as of the 26th day of November, 2024.

(original signed)

_____________________________________

Larry Magee, Chairperson of the Board of Directors Kingston Woodturners

Print Sitemap

Web View Mobile View

Logout Edit page