Dear KSC Members,
We need your virtual presence and your vote on Wednesday September 18 via Google Meet to formally update club governance documents: both our Bylaws and our Articles of Incorporation. You’ll be asked to vote on Motion 1 to accept the 2024 Bylaws, and Motion 2 to accept the 2024 Articles of Incorporation.
Why? New Ontario legislation (ONCA 2010) has been handed down aimed at modernizing how not-for profit corporations such as the Kanata Sailing Club are created, operated, governed and dissolved. The new law requires that we update those two principal governing documents, the Bylaws and Articles of Incorporation. We must do this before October 18, 2024 in order to be compliant with the legislation.
UPDATING OUR BYLAWS
The Bylaws govern how we manage the club, including such things as selection of a Board of Directors, board members’ roles and responsibilities, membership categories and the conduct of meetings. It’s a document members should be familiar with.
The Bylaws were updated by a club committee (listed below) and have been approved by the Board of Directors. Now the Bylaws have to be ratified by our Membership. This is where you come into the picture.
We will be holding a virtual Special Meeting (link above), at which time you will be asked to approve of the updated Bylaws. We believe this approach will make the meeting simpler to manage. We need approval by 2/3rds of those who attend.
For context, clarifications were made throughout, and specifically in the following areas:
- Added clarity around the removal and appointment of Directors;
- Updated the Conflict of Interest clause; and,
- Expanded Family Memberships to include dependents living at the parental home.
Both the current (2012) and updated (2024) versions of the bylaw are available on our Website here.
You are invited to review the document. As members, you are most directly impacted by Articles 5 and 6, entitled Members and Meeting of Members.
Motion No. 1 that you will be asked to vote on will be: “a Motion to approve the Bylaws in the form presented and included with notice of meeting of the Members”.
UPDATING OUR ARTICLES OF INCORPORATION
ONCA also requires that we update our Articles of Incorporation. The motivation for these updates is that the Ontario government wants to make sure that club assets are well-managed for the benefit of the people of Ontario, particularly when a non-profit benefits from public funding, as we do. We need approval by 2/3rds of those who attend.
You can find the Articles of Amendment on our Website here.
Motion No. 2 that you will be asked to vote on is: “a Motion to approve the Articles of Amendment in the form presented and included with notice of meeting of the Members”.
ACTION
We look forward to seeing as many voting members as possible at the Virtual Special Meeting. If you are an Adult member with Honorary, Family, Single, or Student membership, you have a right to vote.
Each voting member is permitted to serve as proxy holder (hold the right to vote) for one other voting member who is unable to make the meeting. A simple email confirming this must be sent to Olivier, our Corporate Secretary, before the Special Meeting begins. This must contain instructions to the proxy holder who may either be instructed to vote at will, or may be given specific voting instructions for Motion 1 and Motion 2.
Questions relating to Bylaws can be sent to Tim, our Vice Commodore, who was heading up this effort. Questions relating to the updated Articles of Incorporation can be sent to Deb, our Commodore.
AUTHORS
Many thanks go out to Tim Stahl, our Vice Commodore, who took on the Bylaws task with input from Jean Mullan, Liz Prentice-Muir, and Deb McPhedran for the Articles of Incorporation.