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LAKE ONTARIO RACING COUNCIL
CONSTITUTION
EFFECTIVE DECEMBER 1994
With subsequent amendments to December
2003
CONTENTS
1. Objects
2. Head Office
3. Membership
4. Voting
5. Meeting of Delegates
6. Meeting of the Registrants
7. Executive Committee
8. Other Committees
9. Powers of the Executive Committee
10. Duties of Officers
11. Examiner
12. Execution of Documents
13. Fiscal Year
14. Banking Arrangements
15. Constitutions and Amendments, etc
16. Interpretation
17. Effective Date
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BE IT ENACTED AND IT IS HEREBY ENACTED
as the Constitution of the
LAKE ONTARIO RACING
COUNCIL
(hereinafter called the "Council" as Follows) |
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ONE - OBJECTS
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| 1.01 |
To promote competitive sailing in the Greater Toronto Area of Lake Ontario and to coordinate racing for member
clubs |
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TWO - HEAD OFFICE
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| 2.01 |
The head office of the Council shall be in the Municipality of Metropolitan Toronto, in the
Province of Ontario and such place herein as the Executive Committee may from time to time determine. |
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THREE - MEMBERSHIP
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| 3.01 |
Membership shall be available to any club with either CYA or US Sailing affiliation. |
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Membership shall consist of those clubs which apply for membership in the Council, and whose membership is
approved
by a simple majority of member clubs and who pay the annual fees from time to time. Present member clubs are listed in
appendix "A". |
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| 3.02 |
Annual Dues or Fees - There shall be annual dues or fees payable by member clubs and shall from time to
time be fixed by resolution of the Executive Committee. |
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| 3.03 |
Non-payment of Dues or Fees: |
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(a) The Council shall notify the Member Clubs of the levies, dues, fees, charges,
fines, penalties, debts and liabilities at any time payable by them and if any such amounts are not paid within thirty (30)
days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Council,
but any such member may on payment of all unpaid levies, dues, fees, charges, fines, penalties, debts and liabilities be
reinstated by the Chair. In the event that any such member is not reinstated as aforesaid, then he may apply to the
Executive Committee for reinstatement. |
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(b) Notwithstanding any resignation or termination of membership, all former members shall remain liable for all unpaid levies, dues, fees, late payments, charges, fines, penalties, debts and liabilities whatsoever owing by such former member to the Council. |
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FOUR- VOTING
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| 4.01 |
Each Member Club shall be entitled to one voting Delegate who is an accredited member
of his or her Club and who satisfies the requirements of sub-paragraphs 7.03(a), (b) and (d). Only Delegates may vote at
General Meetings, and
each Delegate may cast only one vote, in person, at General Meetings.
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| 4.02 |
In the event of a tied vote on any matter, the Chair of the Executive Committee shall cast
the deciding vote. |
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| 4.03 |
Delegates shall vote on recommendations of the Executive Committee presented at
General Meetings. In addition, Delegates vote on acceptance of the financial statements presented at the Annual General
Meeting and on any Constitutional Amendments properly presented for the consideration of the Council.
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FIVE - MEETING OF DELEGATES
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| 5.01 |
There shall be at least two General Meetings of the Delegates of the Council each year. A
quorum at any General Meeting shall consist of the presence in person of thirty percent (30%) of the total number of
entitled votes. In the event that a quorum is not present, the chairman shall adjourn the meeting for one month (28 days)
and all Member Clubs shall be notified in writing of the adjournment At a subsequent meeting those attending and entitled to vote shall constitute a quorum. |
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| 5.02 |
The Annual General Meeting of the Delegates of the Council shall be held in the month of
December of each year for the approval of the Council's financial statements, election of Officers constituting the
Executive Committee, and such other business as might properly be brought forward. The Secretary shall mail notice of
the Annual General Meeting to all members at least thirty (30) days in advance of the meeting.
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| 5.03 |
The Order of Business at the Annual General Meeting shall include: |
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(a) Call to Order |
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(b) Roll Call of Voting Delegates |
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(c) Reading of the Minutes |
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(d) Report of the Chair |
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(e) Report of the Treasurer |
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(f) Examiner's Report |
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(g) Reports of the Vice Chairs |
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(h) Ratification of Transactions |
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(i) Other Business |
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(j) Appointment of the Examiner |
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(k) New Business |
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(l) Election of Officers |
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(m) Adjournment |
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| 5.04 |
There shall be a General Meeting of the Delegates of the Council held in the month of
October in each year;
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(a) To review the racing programme of the Council for the past year; |
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(b) To establish the racing schedule for the ensuing year; |
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(c) To address such other business as might properly be brought forward. |
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| 5.05 |
A Special General Meeting of the Council may be called by the Executive Committee at
any time with ten (10) days written notice by fax or ordinary mail. A Special General Meeting may also be called by any
two (2) Member Clubs by submitting a petition in writing to the Secretary. On receipt of such petition, the Secretary shall
give notice of a Special General Meeting to all members within thirty (30) days of his receipt of the petition. The Notice to
the Members of the Special General Meeting shall specify the time of the meeting, the location and its purpose. |
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SIX - MEETING OF THE REGISTRANTS
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| 6.01 |
At the option of the Chair of the Executive Committee one (1) meeting may be held each year of all Council
registrants who participate in the Council's racing programme. The purpose of this meeting shall be to review the
racing programme
and to obtain feedback from the registrants. |
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SEVEN - EXECUTIVE COMMITTEE
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| 7.01 |
The powers of the Council shall be
vested in and administered by an Executive Committee composed of
the following officers:
Voting Positions:
Chair
Secretary
Treasurer
Director of Racing
Director of Member Club Liaison
Director of Program Publication and Distribution
Director of Boats and Equipment
Director of Fleet Liaison
Past Chair (ex officio)
No member of the executive shall receive any remuneration for performing
any of the duties of any of the above-named voting positions.
Non-voting positions:
Registrar
Scorer
Head Official
A member of the executive may
receive remuneration for performing duties of the above-named non-voting
positions, in accordance with sections 7.12 and 7.16 . |
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| 7.02 |
The immediate past Chair of the Council or of the Executive Committee shall be an ex
officio member of the Executive Committee and may act as Chair of meetings of the Executive Committee in the absence
of the Chair. |
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| 7.03 |
Qualifications: Each Officer shall:
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(a) be a member of a Member Club and remain a member of a Member Club
throughout his term; |
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(b) be at least eighteen (18) years of age;
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(c) be the voting delegate of the yacht club of which he or she is a member;
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(d) be authorized by the Commodore of his or her Club in writing to commit the Member Club to dates for
racing events and to use of the Club's equipment without further
approval |
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(e) be an active participant in LORC racing.
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If a Member Club ceases to be a member of the Council, its delegate who is also an Officer
ceases to be an Officer and the vacancy so created may be filled in the manner prescribed herein.
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| 7.04 |
Each of the three (3) Clubs which had the highest number of their members as LORC
registrants in the preceding year shall be entitled to have at least one Officer on the Executive Committee. |
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| 7.05 |
Election of Officers: Election of Officers shall not be by ballot unless a ballot is demanded. The election of Officers shall be by simple majority of the Delegates attending the Annual General Meeting of Delegates of the Council in
December of each year. |
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The Delegates shall elect Officers only. The selection of the Officers for the particular positions shall take place at
the first
meeting of the Executive Committee. The immediate past Chair shall conduct the first meeting of the
Executive Committee for the purpose of selecting officers for particular positions. If an individual is proposed to hold an office
which that individual has held for the past two or more consecutive years, it requires the unanimous approval
of the new Executive Committee. |
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| 7.06 |
Removal of Officers: The members entitled to vote may, by resolution passed by at least a majority of the votes
cast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any Officer
before the expiration of his term of office, and may, by majority of the votes cast at that meeting, elect any person in his
stead for the remainder of his term. |
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| 7.07 |
Quorum: A quorum for the transaction of business at meetings of the Executive Committee shall be a majority of
the number of members of the Executive Committee. |
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| 7.08 |
Meetings of the
Executive Committee may be held at any place within or outside Ontario as
designated in the notice calling the meeting. Meetings of the Executive
Committee may be called by the Chair, the Secretary, the Treasurer, or the
Director of Racing. |
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| 7.09 |
Notice: Subject to the provisions of section 7.08 hereof, notice of Executive Committee meetings shall be
delivered, mailed or telephoned to each Officer not less than five (5) days before the meeting is to take place. No formal
notice of a meeting is necessary if all the Officers are present or if those absent have signified their consent to the meeting
being held without notice and in their absence. |
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| 7.10 |
Regular Meetings: The Executive Committee may appoint one or more days in each year for regular meetings of
the Executive Committee at a time and place named no further notice of the regular meetings need be given. The Executive
Committee shall hold a meeting immediately following the Annual General Meeting of the Council for the purpose of
organization and the transaction of any other business. No notice of such meeting shall be necessary in order to constitute
such meeting provided a quorum of Officers is present. There shall be at least five (5) meetings of the Executive
Committee during each year. |
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| 7.11 |
Voting: Questions arising at any meeting of the Executive Committee shall be decided by a majority vote. In the
case of an equality of votes, the Chair of the meeting shall not have a second or casting votes. At all meetings of the
Executive Committee, every question shall be decided by a show of hands unless a poll on the question is required by the
Chair or requested by any Officer. A declaration by the Chair that a resolution has been carried and an entry to the effect
in the Minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of
or against the resolution. |
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| 7.12 |
Remuneration of Officers: The Officers of the Council shall serve without remuneration and no Officer shall
directly or indirectly receive any profit from his position as such: provided, however, that nothing herein contained shall be
construed so as to preclude any Officer from acting as race committee personnel and receiving remuneration therefor, or as provided in paragraph 7.16 herein. |
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| 7.13 |
Indemnities of Officers: Every Officer of the Council and his heirs, executors, administrators, legal personal
representatives, successors and assigns, respectively, shall from time to time and at all times, be indemnified and save
harmless, out of the funds of the Council, from and against: |
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(a) all costs, charges and expenses whatsoever which the Officer sustains or incurs in
or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act,
deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office; and |
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(b) all other costs, charges and expenses which he sustains or incurs in or about or in
relation to the affairs thereof, except the costs, charges or expenses occasioned by his own wilful neglect or default. |
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| 7.14 |
Protection of Officers: No Officer of the Council shall be liable for the acts, receipts, neglects or defaults of any
other Officer or employee or for any loss, damage or expense happening to the Council through the insufficiency or
deficiency of title to any property acquired by the Council or for any loss or damage arising from the bankruptcy,
insolvency or tortious act of any person, firm or corporation with whom any moneys, securities or effects shall be lodged
or deposited or for any loss, damage or misfortune whatever which may happen in the execution of the duties of his
respective office or trust or in relation thereto unless the same shall happen by or through his own wrongful and wilful act
or through his own wrongful and wilful neglect or default. |
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| 7.15 |
Responsibility for Acts: The Officers for the time being of the Council shall not be under any duty or
responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on
behalf of the Council, except such as shall have been submitted to and authorized or approved by the Executive
Committee. |
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| 7.16 |
Acting Other Than Officer: If any Officer of the Council shall be employed by or shall perform services for the
Council otherwise than as an Officer or shall be a member of a firm or a shareholder, director or officer of a company
which is employed by or performs services for the Council, the fact of his being a Director or Officer of the Council shall
not disentitle such Director or Officer of such firm or company, as the case may be, from receiving proper remuneration
for such services. |
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| 7.17 |
Others Present: Such others as the Executive Committee may from time to time by resolution determine, shall be
entitled, in the same manner and to the same extent as an Officer, to notice of, and personally or by his delegate to attend
and to speak at, meetings of the Executive Committee, but shall not be entitled to vote thereat. |
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EIGHT - OTHER COMMITTEES
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| 8.01 |
The Executive Committee shall have the authority to establish standing committees and appoint Chairs and members of
such committees. Such appointments may be either members of the Executive Committee or other qualified members of
the sailing community, but only members of the Executive Committee shall have a vote at its meetings. |
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NINE - POWERS OF THE EXECUTIVE COMMITTEE
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| 9.01 |
The Executive Committee shall be expressly empowered as follows: |
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(a) To direct the Council in accordance with the Constitution |
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(b) To accept new Members; |
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(c) To establish dues and fees and accept such dues and fees and other monies payable to the Council; |
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(d) To disburse such funds as the Council may consider appropriate to enable it to fulfil the objectives of the Council
and to implement where practical all recommendations from any general meeting when properly voted upon at such
meetings. |
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TEN - DUTIES OF OFFICERS
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| 10.01 |
The Chair shall be a member ex officio of all
committees and subcommittees. He or she shall chair all meetings; in the
absence of the Chair, Director of Racing shall chair meetings, and in the
absence of the Director of Racing, those present and entitled to vote shall
select an Acting Chair.
The Chair shall sign such contracts, documents or instruments in writing as
require his signature and shall have such other powers and duties as may from
time to time be assigned to him by the Executive Committee. |
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| 10.02 |
The Directors in order of seniority of
appointment, shall be vested with all the powers and shall perform all the
duties of the Chair in the absence or inability or refusal to act of the Chair.
The Directors shall sign such contracts, documents or instruments in writing as
require his or their signatures and shall also have such other powers and duties
as may from time to time be assigned to him or them by the Executive Committee.
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| 10.03 |
The Secretary shall keep minutes
of meetings, and send minutes to each Officer and each Delegate. The
Secretary shall keep records of membership, send out notices of meetings
including proposed constitutional amendments when appropriate, and perform
all other duties pertaining to such office.
The Secretary shall be the custodian of
the seal of the Council and of all books, papers, records, correspondence,
contracts and other documents belonging to the Council which he shall
deliver up only when authorized by the resolution of the Executive
Committee and only to such person or persons as may be named in the
resolution. He shall sign such contracts, documents or instruments in
writing as require his signature and shall have such other powers and
duties as may from time to time be assigned to him by the Executive
Committee or as are incidental to his office.
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| 10.04 |
The Treasurer shall deposit all funds,
make necessary disbursements, keep financial records and render a report
to the membership at the Annual General Meeting.
Subject to the provisions of any resolution of the Executive Committee,
the Treasurer shall have the care and custody of all the funds and
securities of the Council and shall deposit the same in the name of the
Council in such bank or banks or with such other depository or
depositories as the Executive Committee may direct. The Treasurer shall
keep or cause to be kept accurate accounts of all receipts and
disbursements of the Council in proper books of account. He shall sign
such contracts, documents or instruments in writing as require his
signature and shall have such other powers and duties as may from time to
time be assigned to him by the Executive Committee or as are incidental to
the office. |
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| 10.05 |
The
Executive Committee shall be entitled to appoint a Registrar to carry out the
various duties of an administrative nature which would otherwise be the
responsibility of the Officers as set out in Articles 10.01 to 10.04 above. The
Registrar shall carry out these responsibilities under the direction of the
appropriate officer. The Registrar shall be remunerated at such rates as
determined from time to time by the Executive Committee. |
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ELEVEN - EXAMINER
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| 11.01 |
An Examiner shall be named at each Annual General Meeting to review the financial records of the Council and to report
to the subsequent Annual Meeting as to the accuracy and completeness of the financial records and as to the financial
position of the Council.
The Examiner shall not be a member of the Executive Committee and shall not generally attend its meetings. The
Examiner shall be a member of a Member Club. |
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TWELVE - EXECUTION OF DOCUMENTS
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| 12.01 |
Cheques, Drafts, Notes, etc: All cheques, drafts or orders for the payment of money and all notes and
acceptances and bills of exchange shall be signed by the officer or officers or person or persons and in the manner from
time to time prescribed by the Executive Committee. |
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| 12.02 |
Execution of Documents: Documents requiring execution by the Council may be signed by the Chair together
with the Secretary and all documents so signed are binding upon the Council without further authorization or formality.
The Executive Committee may from time to time appoint any Officer or Officers or any person or persons on behalf of the
Council, either to sign documents generally or to sign specific documents. |
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| 12.03 |
Books and Records: The Executive Committee shall see that all necessary books and records of the Council
required by the Constitution of the Council or by any applicable statute are regularly and properly kept. |
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THIRTEEN - FISCAL YEAR
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| 13.01 |
The Fiscal Year of the Council shall end on the 31st day of October in each year. |
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FOURTEEN - BANKING ARRANGEMENTS
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| 14.01 |
The Executive Committee shall designate, by resolution, the officers and other persons authorized to transact the banking business of the Council or any part thereof, with the bank, trust company, or other
corporation carrying on a banking business that the Executive Committee has designated as the Council's banker, to have
the authority set out in the resolution, including, unless otherwise restricted, the power to:
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(a) operate the Council's accounts with the banker; |
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(b) make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts,
acceptances, bills of exchange and orders for the payment of money; |
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(c) issue receipts for and orders relating to any property of the Council; |
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(d) execute any agreement relating to any banking business and defining the rights and powers of the parties thereto;
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(e) authorize any officer of the banker to do any act or thing on the Council's behalf to facilitate the banking business. |
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| 14.02 |
The Council shall be prohibited from borrowing unless authorized by a majority of Delegates at a General Meeting. |
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| 14.03 |
Deposit of Securities: The securities of the Council shall be deposited for safe keeping with one or more bankers,
trust companies or other financial institutions to be selected by the Executive Committee. Any and all securities so
deposited may be withdrawn from time to time, only upon the written order of the Council signed by such Officer or
Officers, agent or agents of the Council and in such manner, as shall from time to time be determined by resolution of the
Executive Committee and such authority may be general or confined to specific instances. The institutions which may be
so selected as custodians of the Executive Committee shall be fully protected in acting in accordance with the directions of
the Executive Committee and shall in no event be liable for the due application of the securities so withdrawn from deposit
or the proceeds thereof. |
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FIFTEEN - CONSTITUTIONS AND AMENDMENTS, ETC.
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| 15.01 |
Enactment: By-laws of the Council may be enacted, repealed, amended, altered, added to or re-enacted in the
manner contemplated in, subject to the provisions of the
Corporations Act.. |
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| 15.02 |
Any portion of this Constitution may be amended by a two-thirds (2/3) affirmative vote of
those voting at a duly constituted General Meeting, provided that the members have been advised in writing of the
proposed amendment at least thirty (30) days prior to the meeting. |
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SIXTEEN - INTERPRETATION
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| 16.01 |
In this Constitution and all By-laws of the Council, the singular shall include the plural and the plural the singular; the
word "person" shall include firms and corporations and the masculine shall include the feminine. Wherever reference is
made in the Constitution to any statute or section thereof, such reference shall be deemed to extend and apply to any
amendment to be the re-enactment of such statute or section, as the case may be. "Corporations Act" means Corporations
Act, R.S.O. 1990,c.C.38, and any statute amending or enacted in substitution
therefor, from time to time. The word
documents" includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or
personal, immoveable or moveable, agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings. |
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SEVENTEEN - EFFECTIVE DATE
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| 17.01 |
This Constitution shall come into force without further formality upon its enactment. |
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APPENDIX - MEMBER CLUBS OF LORC
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Aquatic Park Sailing Club
Ashbridges Bay Yacht Club
Bluffers Park Yacht Club
Boulevard Club
Bronte Harbour Yacht Club
Cathedral Bluffs Yacht Club
Etobicoke Yacht Club
Frenchman's Bay Yacht Club
Harbour City Yacht Club
Highland Yacht Club
Island Yacht Club
Mimico Cruising Club
National Yacht Club
Niagara-on-the-Lake Sailing Club
Oakville Yacht Squadron
Port Credit Yacht Club
Queen City Yacht Club
Royal Canadian Yacht Club
Royal Hamilton Yacht Club
Toronto Hydroplane & Sailing Club
Toronto Sailing and Canoe Club
Whitby Yacht Club |
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| November 1999 |
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