Bylaws of The Esterhazy Ski Club Inc.

Article 1: DEFINITIONS

Article 2: OBJECTIVES

Article 3: LONG TERM ORGANIZATIONAL OUTCOMES

Article 4: REGISTERED OFFICE

Article 5: MEMBERSHIP

Article 6: MEETINGS

Article 7: DIRECTORS

Article 8: DUTIES OF THE DIRECTORS

Article 9: OFFICERS

Article 10: COMMITTEES

Article11: AMENDMENT(S) TO THE BYLAWS

Article 12: FINANCIAL AFFAIRS

Article 13: BORROWING POWERS

Article 14: PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

Article 15: LIQUIDATION AND DISSOLUTION

1. DEFINITIONS

1.1 In these and all other by-laws of the Corporation, unless the context otherwise specifies or

Requires:

(a) “Act” means The Non-Profit Corporations Act, 2022 as amended or replaced from

time to time, and in the case of any such amendment or replacement, any reference

in the by-laws to provisions of the Act shall be read as referring to the amended or

replaced provisions;

(b) “Corporation” means ESTERHAZY SKI CLUB INC. Entity No. 208415;

(c) “The Directors”, “Board” and “Board of Directors” means the Directors of the

Corporation for the time being; Pursuant to Sec 7.

(d) “By-laws” means any by-law(s) of the Corporations from time to time in force and

Effect;

(e) “Meeting of members” includes annual and special meetings of members;

(f) “Special Meeting” any meeting of the Members that is not an Annual Meeting.

(g) “Resolution” means a resolution passed by the majority of votes cast by the

Members, or the Directors, as the case may be, who voted in respect of that Resolution.

(h) “ Special resolution” means a resolution passed by a majority of not less than two-

thirds of the votes cast respecting that resolution.

(i) “Officer” means an officer elected or appointed pursuant to Sec 9.

(j) “ESTERHAZY SKI CLUB INC.” means the Non-profit Corporation in the Province of

Saskatchewan as ESTERHAZY SKI CLUB INC.

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(k) All terms contained in the by-laws which are not defined in the by-laws and which

are defined in the Act shall have the meaning given to such terms in the Act.

2. OBJECTIVES

2.1 Objectives of the Corporation are:

a. To provide a social group in which individuals interested in all aspects of Nordic

skiing may participate.

b. To organize and sponsor Nordic skiing activities.

c. To organize, plan, develop, and build trails for Nordic skiing.

d. To promote the value of Nordic skiing as a participatory and spectator sport.

e. To provide information and education related to safety, skill development and

enjoyment of Nordic skiing.

3. LONG TERM ORGANIZATIONAL DESIRED OUTCOMES

3.1 Desired outcomes of the Corporation are:

(a) Participants experience self-fulfillment and live the life they choose on a daily basis.

(b) Awareness and Value placed on the importance of physical, social, emotional

wellbeing of people.

(c) Positive Physical and mental development in participants.

(d) A culture of inclusion of families supported through service and gathering.

(e) Community participation and positive public relations with respect to individuals and

the Corporation.

4. REGISTERED OFFICE

4.1 The registered office of the Corporation shall be in the facility that houses the Esterhazy

Ski Club Inc. in the Town of Esterhazy, in the Province of Saskatchewan, and at such

place therein as the Directors may from time to time determine.

5. MEMBERSHIP

5.1 The membership of the corporation shall consist of one (1) class of membership.

5.2 Membership shall be available only to:

(a) Directors of the corporation who shall automatically become members of the

corporation upon being appointed or elected as Directors.

(b) Residents who are 18 years or older or under 18 with consent of parent or

guardian. Members must pay annual membership dues to the Corporation and

maintain a valid Cross Country Saskatchewan General Membership.

(c) Directors & members who fail to pay their annual membership dues to the

Corporation and maintain a valid Cross Country Saskatchewan General

Membership shall receive implied Corporation membership for no more than 8

months for voting rights only.

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(d) Officers (who are not members or directors) are not required to maintain

membership in the corporation.

5.3 A Member of the Corporation is entitled to receive notice of, attend and vote at all

meetings of Members and is entitled to one (1) vote at such meetings.

5.4 The membership year of the Corporation shall be from April 1 to March 31.

5.5 A member may withdraw from the membership of the Corporation by notice in writing

to the Board.

5.6 A register of members containing the names and last known address of each person

who is or who, during the previous year, has been a member, and the date on which

each become or ceased to be a member shall be maintained at the corporation’s

registered office.

5.7 No member or group of members may act on behalf of the Corporation without the

permission of the Board of Directors.

6. MEETINGS

6.1 An annual meeting of the members shall be held in each calendar year, within the

province of Saskatchewan, at a time and location to be fixed by the Directors no later

than five (5) months after the corporation’s fiscal yearend. The Annual meeting shall

include (but not limited to) the following business:

(a) Financial Statements

(b) Auditors Report/Appointment of Auditor for upcoming fiscal year (if applicable)

(c) Report on Programs/Services

(d) Bylaw Considerations (amendments)

(e) Election of Directors

6.2 A special meeting of the members may be called by the Board at any time, but shall do

so upon written request of at least 5% of the members.

(a) All business transacted at a meeting of members, other than consideration of

Financial Statements and an Auditor’s report (if applicable), election of directors

and reappointment of an incumbent Auditor (if applicable), is deemed to be

special business.

(b) No special business may be transacted at a meeting of members unless the

notice of meeting stated the nature of the business in sufficient detail to

permit members to form a reasoned judgement thereon.

6.3 Notice of the time and place of a meeting of members and the required information

shall be given not less than fifteen (15) days or more than fifty (50) days before the

meeting to each Director, to the Auditor (if applicable) and to members. Notice may be

given by mail, personal delivery, telephone, or electronic mail.

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6.4 Five percent (5%) of members entitled to cast votes present during the meeting shall

constitute a quorum for member meetings.

Voting

6.5 (a) Each member, in good standing on the date of the meeting, shall be entitled to

one vote on any question.

(b) Every question submitted to a meeting shall be decided by a show of hands (or

digital vote) except where a ballot is demanded by a member either before or

after a vote by show of hands (or digital vote).

(c) In the case of a tie vote, the motion is “lost”.

(d) There shall be no voting by proxy.

6.6 Resolutions presented at a meeting of members shall be submitted to the President.

7. DIRECTORS

7.1 The Directors shall manage the activities and affairs of the Corporation.

(a) The Board of Directors shall consist of a minimum of three (3) and a maximum of

twelve (12) directors.

(b) All Directors shall, at the time of election (or within 10 days thereafter) and

during the term as a Director, be a voting member of the Corporation in good

standing. At any such time that a Director ceases to be a voting member, that

individual also ceases to be a Director.

(c) At least one (1) of the Directors shall be a resident of Saskatchewan.

7.2 The members shall elect the Directors at the annual meeting.

(a) The term of office of a Director shall be for three (3) years.

(b) One Third of the directors will be elected each year at the annual meeting.

(c) Directors shall hold office until the conclusion of the meeting at which their

successors are elected.

7.3 Current employees of the Corporation are ineligible for election or appointment as a

Director of the Corporation.

7.4 Directors may be re-elected for an indefinite number of three (3) year terms.

7.5 Where there is a vacancy on the Board of Directors and;

(a) Where there is a quorum of Directors, the remaining Directors:

(i) may exercise all the powers of the Directors; or

(ii) may fill the vacancy until the next Annual General Meeting, and at such

time, the Annual General Meeting shall elect a member for the

remainder of the term.

(iii) Where there is not a quorum of Directors, the remaining Directors shall

call a meeting of members for the purpose of electing members to fill the

vacancies.

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7.6 (a) Meetings of Directors; a minimum of 1 each calendar year.

(b) The date, time and place of meetings of the Board of Directors shall be at the

discretion of the President.

(c) The Directors may determine to hold regular meetings by adopting a resolution

stating the day, hour and place of the regular meetings and no further notice of

those meetings shall be required.

(d) Directors shall be notified at least 5 days prior to a meeting (letter, email, text,

phone, electronically). Directors may waive notice of a meeting by stating so.

Directors are considered to have waived notice if they attend unless their

attendance is solely to object to the meeting being held.

7.7 The greater of forty percent (40%) or three (3) of the sitting Directors shall constitute a

quorum for Director Meetings.

7.8 Questions arising at any meeting of the Board shall be decided by a majority of votes of

those Directors present. Each Director shall be entitled to vote.

7.9 (a) The Directors may conduct votes on motions by email in lieu of a formal

meeting, provided that all directors are given reasonable notice of the motion

and sufficient information to make an informed decision.

(b) A voting period of 72 hours from time the motion is emailed shall be allotted.

(c) A motion presented by email shall be deemed adopted if a majority of all

directors respond affirmatively within the specified voting period.

(d) Each director is entitled to one vote, and the total number of directors shall be

counted for the purpose of determining the majority.

(e) The results of the email vote shall be recorded in the minutes of the next board

meeting and shall have the same force and effect as if passed at a duly convened

meeting of the board.

(f) If any director fails to respond within the voting period, their non-response shall

be considered a negative vote unless otherwise specified by the board.

7.10 The Directors shall serve as such without remuneration, and no Director and Officer

shall directly or indirectly receive any profit from his or her position as such; provided

that, a Director and Officer may be paid reasonable expenses incurred by him or her in

the performance of his or her duties. The rate of such compensation for Directors shall

be determined by the Board of Directors.

7.11 Conflict of Interest – Directors shall notify the Board of Directors of any and all conflicts

of interest.

8 . DUTIES OF THE DIRECTORS

8.1 The Board of Directors:

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(a) Shall be responsible to the membership and shall act honestly and in good faith

with a view to the best interest of the Corporation.

(b) Shall commit to contributing to the corporation for the prescribed term and;

i) Act in good faith towards the success and viability of the corporation.

ii) Provide connections and build relationships inside and outside the

corporation towards the betterment of the corporation.

iii) Shall exercise the care, diligence and skill that is reasonably prudent to

exercise in comparable circumstances.

iv) Shall comply with the Act, regulations, and by-laws.

v) Shall take such measures as are necessary to achieve the vision and

outcomes of the Corporation and as stated in the Articles of Incorporation.

vi) Shall establish the statements for the Corporation. (i.e. – Mission

Statement, Vision Statement, Value, Outcomes Goals, Objectives, Policies)

vii) May appoint representatives to such organizations that the Board of

Directors has deemed to align with the corporation’s vision and outcomes

and fit to join.

9. OFFICERS

9.1 The Officers of the Corporation shall consist of a President, Secretary, and Treasurer

(a) President – The President shall be a Director. The President shall supervise and

direct the operations of the Corporation. The President shall preside at all Board,

Annual and Special meetings of the Corporation.

(b) Secretary – shall record proceedings and minutes at all Board, Annual and Special

meetings of the Corporation. The Secretary shall also give notice; when directed to

do so, including corporation information, meeting notices, to members, directors

and committees. The secretary shall be the custodian of all corporate records and

documents of the corporation.

(c) Treasurer –shall be responsible for the maintenance of proper accounting records in

compliance with the Act as well as manage the deposit and disbursement of money

for the corporation’s activities. When requested to do so the treasurer shall provide

an account of financial activity and position to the board and/or members

(d) The Secretary and Treasurer positions may be combined if desired; and upon

approval of the Board of Directors to do so.

(e) The Board may, from time to time and subject to the provisions of the Act, vary, add

to, or limit the powers and duties of any Officers

9.2 The Board of Directors shall elect or appoint the officers from among their numbers at a

meeting immediately following the conclusion of the Annual General Meeting.

9.3 The Board of Directors shall define the duties of the officers and the employees, they

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deem necessary to manage the business of the Corporation.

9.4 Signing Officers of the Corporation shall be determined by the Board of Directors. There

shall be two signatures required on all financial and legal vouchers.

9.5 Officers shall be elected by the board for a one (1) year term

10. COMMITTEES

10.1 The Board of Directors shall:

(a) Appoint such committee as is deemed necessary to conduct the affairs of the

Corporation. Committees may be of a “standing long term nature” or an “ad hoc

short-term nature”.

(b) All committees shall be empowered by and responsible to the Board of Directors

(c) Committee members shall be selected and appointed by the Board;

the Board of Directors shall have the authority to select committee members

from outside the membership and Board as deemed necessary to further

advance the mission and vision of the of the Corporation. The Board of Directors

may choose to have a director and /or Executive Director/Staff sit on

committees.

(d) The terms of reference, rules governing, and make up of each committee formed

shall be determined and approved by the Board of Directors.

11. AMENDMENT(S) TO BY-LAWS

11.1 The Directors may, by resolution, make, amend or repeal any by-laws that regulate the

activities and affairs of the Corporation.

11.2 The by-laws, amendment or repeal are effective from the date of the resolution of the

Directors until confirmed, confirmed as amended, or rejected by the members.

11.3 The Directors and /or members may submit any by-laws, amendment or repeal thereof

to be considered at the at the annual meeting of the corporation.

11.4 Any requested by-law(s), amendments or repeal shall be filed with the Secretary at least

sixty (60) days prior to the Annual General Meeting. The Secretary, when giving notice

of the annual meeting, shall stipulate the proposed amendment, alteration or repeal of

the by-laws.

11.5 A two-thirds (2/3) majority vote of members present shall be required to make, alter,

Amend and repeal, in whole or in part a bylaw(s).

11.6 Any bylaws, or an amendment or repeal thereof is effective from the day of the

resolution of directors until confirmed, confirmed as amended or rejected by the

members.

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11.7 Except in the case of the first bylaws made by the Directors, every bylaw, amendment,

or repeal thereof shall state an effective date which shall not be more than 30 days from

the day on which the bylaw, amendment or repeal is made.

11.8 Every bylaw and every amendment or repeal thereof shall be distributed to the

membership before its effective date.

12. FINANCIAL AFFAIRS

Fiscal Year

12.1 The fiscal year end of the Corporation shall end April 30 th of each calendar year.

Spending

12.2 The Officers of the Corporation are hereby authorized to incur and pay all ordinary and

usual expenses necessary for the day-to-day operation of the Corporation without prior

approval of the board of directors.

12.3 (a) Notwithstanding the foregoing, any capital expenditure exceeding the

amount of $1,000 shall require prior authorization by the Board. Such

authorization must be obtained by way of a formal motion duly passed at a

meeting of the of the board or by email.

(b) For purposes of this bylaw, "capital expenditure" means any expenditure for the

acquisition, improvement, or replacement of a fixed asset or other long-term

asset that is capitalized on the corporation’s financial statements.

Records

12.4 The directors shall keep proper records and accounts of all corporation transactions.

12.5 The corporation’s financial records shall be located at the registered office.

12.6 The corporations signing officers shall be in accordance as laid out in Sec 9.5.

Financial Disclosure

12.7 Audit Committee

The directors shall appoint an audit committee each year. The audit committee shall

review and approve the financial statements before the statements are brought before

the board. At least three directors must sit on the committee. The majority of the

committee must not be made up of officers or employees of the corporation.

12.8 The Directors shall place before the members at every Annual General Meeting:

(a) The financial statements for the year ended not more than four (4)

months before the Annual General Meeting.

(b) Any further information respecting the affairs of the Corporation.

12.9 The Directors shall review the financial statements and shall evidence their approval by

the signature of the President and one other Board Director.

12.10 No financial statement shall be released or circulated unless it has been approved by the

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Directors.

12.11 The Corporation shall, not less than fifteen (15) days before the Annual Meeting:

(a) Notify and make available to each member an audited (if applicable) financial

statement and the report of the Auditor at the office of the Corporation by

calling in at the office during usual business hours.

(b) Send a copy of its Financial Statements and report of the Auditor (if applicable)

to the Directors & Corporations Branch.

12.12 Waiver of Audit Requirement

The board may recommend waiving an independent audit of the Corporation’s financial

statements by resolution. The board may also resolve to not appoint a person to

conduct a review of the Corporation’s financial statements. Notice of intent to waive

audit & not appoint a person to conduct a review must be sent to all members with an

explanation that the resolution will pass with support of at least 80% of voting members

present who vote on the resolution.

Funds in the name of the Corporation

12.13 The corporation shall ensure:

(a) all funds of the corporation shall be deposited in one or more accounts in the

name of the corporation at a chartered bank, trust company or credit union,

designated by the directors.

(b) All cheques, promissory notes, bills of exchange or other negotiable instruments

shall be executed in the name of the corporation and signed in accordance laid

out in Sec 9.5 with resolutions passed by the Directors for that purpose.

13. BORROWING POWERS

13.1 For the purpose of carrying out its mission, the Corporation may borrow or raise or

secure the payment of money in such a manner as it thinks fit. These powers shall be

exercised only under the authority of the Board of Directors of the Corporation.

14. PROTECTION OF DIRECTORS, OFFICERS, AND OTHERS

14.1 Limitation of Liability

Every Director and Officer of the Corporation in exercising his or her powers and

discharging his or her duties shall act honestly and in good faith with a view to the best

interests of the Corporation and exercise the care, diligence, and skill that a reasonably

prudent person would exercise in comparable circumstances. Subject to the foregoing,

no Director or Officer shall be liable for the acts, receipts, neglects, or defaults of an

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other Director, Officer, or employee ,or for joining in any receipt or other act for

conformity, or for any loss, damage, or expense happening to the Corporation through

the insufficiency or efficiency of and security in or on which any of the moneys of the

Corporation shall be invested, or for any loss or damage arising from bankruptcy

,insolvency, or tortious acts of any person with whom any of the moneys, securities ,or

effects of the Corporation shall be deposited, or for any loss occasioned by an error of

judgement or oversight on his or her part, or for any other loss, damage, or misfortune

which shall happen in the execution of the duties of his or her office, or in relation

thereto; provided that nothing herein shall relieve any Director, or Officer from the duty

to act in accordance with the Act, and the regulations thereunder, or from liability for

any breach thereof.

14.2 Liability Insurance

All Directors, Officers, Staff, and Volunteers are deemed to be agents of the Corporation

while acting on behalf and/or performing duties for the Corporation. During such times

of acting on behalf of the Corporation, Directors, Officers, Staff, and Volunteers shall be

additionally insured under the Organization Inc. Comprehensive Liability and Errors and

Omissions Insurance Policy; the costs of which are paid by the Corporation.

14.3 Indemnity of Director and Officers

The Corporation shall indemnify the Board of Directors and Officers , and all former

Directors and Officers, and their heirs and legal representatives, against all costs,

charges, and expenses, including an amount paid to settle an action or satisfy a

judgement, reasonably incurred by them in respect of any civil, criminal or

administrative action proceeding to which he or she is made a party to by reason of

being a Director or Officer of the Corporation, provided he or she:

(a) Acted honestly and in good faith, with a view to the best interests of the

Corporation, and

(b) In the case of a criminal or administrative action or proceeding that is enforced by a

monetary penalty; he or she had reasonable grounds for believing that his or her

conduct was lawful.

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