THE VICTORIA CURLING CLUB
VICTORIA, BRITISH COLUMBIA
Passed and approved by the Officers and
Executive on the 13th Day of April, 1970
Additions added on the 17th Day of June, 1985
Revised on June 22nd, 1992 at the Annual General Meeting.
Revised on June 23rd, 1997 at the Annual General Meeting.
Revised on June 22nd, 1998 at the Annual General Meeting.
Revised on June 21st, 1999 at the Annual General Meeting.
Revised on June 19th, 2000 at the Annual General Meeting.
Revised on June 18th, 2001 at the Annual General Meeting.
Revised on March 20, 2007 at an Extra-Ordinary General Meeting.
Revised on September 14, 2010 at the Annual General Meeting.
Revised on September 17, 2011 at the Annual General Meeting.
Revised on June 20, 2014 at the Annual General Meeting.
Revised on June 18, 2015 at the Annual General Meeting.
Revised on June 15, 2017 at the Annual General Meeting
THE VICTORIA CURLING CLUB
(Referred to herein as the Club)
PREVIOUSLY IN THE CONSTITUTION
0.1 The Society may provide for the payment of benefits or rendering of services to its’ Members and their beneficiaries and dependants in the event of death, accident, sickness, disability or misfortune, to the extent permitted by law.
0.2 The operations of the Society shall be carried on within Victoria in the Province of British Columbia. This provision is alterable.
0.3 Dissolution Clause- “In the event of the winding up or dissolution of the Society, all funds and assets of the Society remaining after the payment or satisfaction of all costs, charges, expenses, debts and liabilities of the Society, including the remuneration (if any) of a liquidator, and after payment to employees of the Society of any arrears of salaries or wages, and after the payment of any debts of the Society, shall be given, transferred and distributed to such organizations that are registered charities pursuant to the provisions of the Income Tax Act that shall be designated by the members of the Society at the time of the winding up or dissolution of the Society, and if effect cannot be given to the aforesaid provisions, such funds shall be given, transferred and distributed to such organizations that are determined by the members of the Society to be registered charities pursuant to the provisions of the Income Tax Act which have purposes similar to those of the Society.”
This provision was previously unalterable.
BY-LAW #1 – REGISTERED OFFICE
1.1 The Registered Office of the Club shall be at 1952 Quadra Street, in the City of Victoria, Province of British Columbia.
BY-LAW #2 – SEAL
2.1 The Club shall have a common seal with its’ name engraved in legible characters thereon, circumscribing the words “The Victoria Curling Club”. The seal shall be kept in the custody of the duly appointed Manager of the Club at the Registered Office of the Club.
The Seal shall not be affixed to any deed, instrument or document of any description save by resolution of the Board of Directors and in the presence of the President, First Vice-President, Second Vice- President and any Director or any two of them who shall respectively testify by their signatures that the seal was duly affixed in their presence.
BY- LAW #3 – CLASSIFICATION OF MEMBERSHIP
3.1 The Membership of the Club shall consist of Honorary Life Members and Active Members, with the rights and privileges herein defined:
(A) HONORARY LIFE MEMBERS: Those Active Members of the Club duly elected to Membership for Life, at an Annual General Meeting of the Club, in recognition of important and meritorious services rendered to the Club. Any number of Honorary Life Member may be elected in any year and such election shall be by secret ballot and shall require 80% of the votes cast. Nominations for election to Honorary Life Membership shall be submitted to the Board of Directors for approval 60 days before the Annual General Meeting. Honorary Life Members shall be entitled to all the privileges of the Club, including eligibility for Office, the right to vote, and any proprietary interest in the assets of the Club and shall be exempt from payment of Annual Dues.
(B) ACTIVE MEMBERS: (Single Membership) Those who have been duly elected to Active Membership according to the By-Laws of the Club and who:
(a) Were active members of the Victoria Curling Club as of March 16, 2017 or have paid the One Time Membership Fee in their lifetime; and
(b) Have paid the Annual Capital Fund Contribution in the current year (if applicable). Active Members, who have reached the age of Nineteen (19), shall be entitled to all the privileges of the Club including eligibility for Office, the right to vote and any proprietary interest in the assets of the Club.
(D) HONORARY ASSOCIATE LIFE MEMBERS: Those persons who have been Active Members of the Club and maintained their Active Membership for a minimum of ten (10) years and who the Club would like to recognize for significant contributions over the years to the Club, and are retiring from active participation in the Club, may be nominated by an Active Member or apply in writing to the Board of Directors. The Board of Directors will consider all nominations and recommend names of deserving candidates by a simple majority vote to the Annual General Meeting. Election of Members to Honorary Associate Life Membership will take place at the Annual General Meeting by a simple majority vote. Honorary Associate Life Members shall have all the privileges of the Club.
BY-LAW #4 – ELECTION TO MEMBERSHIP
4.1 The election of new Members shall vest in the Board of Directors save and except where otherwise in these By-Laws provided. The Board of Directors shall formulate rules from time to time stating the requirements of the Club for election of new Members. The rules so formulated and any change therein shall be posted for a period of at least fourteen (14) days on the notice board in the registered office of the Club, immediately after formulation or change and thereafter be available at the registered office of the Club for the inspection of any member or proposed new member on request.
BY-LAW #5 – MEMBERSHIP FEE
5.1 The Membership Fee shall be a One Time Membership Fee as herein defined:
(A) ONE TIME MEMBERSHIP FEE: This Fee shall be such amount as the Members shall decide by extraordinary resolution at an Annual General Meeting or Extraordinary General meeting of the Club. The ONE TIME MEMBERSHIP FEE shall be paid by each new Member in such manner and at such time as the Board of Directors may decide, and is NON REFUNDABLE. Payment of the One Time Membership Fee will entitle the individual to all membership benefits until their first ANNUAL MAINTENANCE FEE is payable.
BY-LAW #6 – ANNUAL DUES AND CLUB DUTIES
6.1 The Annual Dues shall be of two (2) categories:
(A) ANNUAL CURLING DUES. Payment will entitle the member to curl in a curling league (or in curling leagues) associated with the amount paid
(B) ANNUAL MAINTENANCE FEE. Payable by all Active Members who have been an Active Member of the Victoria Curling Club for more than 6 months and who are 20 years of age or older as of September 1 of the year Annual Curling Dues are Payable The ANNUAL MAINTENANCE FEE will entitle the member to all membership benefits until August 31 of the year following payment.
6.2 The amount of annual dues payable, shall be fixed by the Board of Directors of the Club and shall be posted on the Notice Board at the Registered Office of the Club, not later than the 1st day of August each year. Annual Dues shall be paid by Active Members not later than the 1st day of October each year.
SECTION 6.3 REMOVED FROM THE CONSTITUTION IN ITS’ ENTIRETY
6.4 Members who have moved to areas beyond Victoria, on application to the Board of Directors, may have their Memberships placed in suspense for a period of not more that five (5) years subject to the following:
- Application for suspension of Membership must be made in writing within one (1) year of removal from Victoria.
- Application for reinstatement of Membership must be made in writing within one (1) year of return to Victoria.
- Application for reinstatement of Membership must be accompanied by payment of 50% of the Annual Social Dues payable during the period of Membership was held in suspension.
- All rights and privileges of Membership in the Club are suspended pending receipt of application for reinstatement.
BY-LAW #7 – WITHDRAWAL FROM OR LOSS OF MEMBERSHIP
7.1 Membership in the Club shall be forfeited in any of the circumstances listed hereunder:
- The failure, neglect or refusal to pay any Dues, Fines or other legal demands, for thirty (30) days from the date when the same became due and payable, unless the Board of Directors by resolution shall grant further extension.
- On the acceptance by the Board of Directors of the written resignation of any persons in any classification of Membership.
- On the expulsion of any person in any classification of Membership for cause deemed sufficient by the Board of Directors.
- On the death of any person in any classification of Membership.
BY-LAW #8 – FORFEITURE OF MEMBERSHIP
8.1 On the withdrawal from or loss of Membership, the person in any classification of Membership so withdrawing or losing Membership shall forfeit all privileges of Membership in the Club, and all rights or claims to any assets of the Club.
BY-LAW #9 – FINES AND/OR SUSPENSION
9.1 The Board of Directors may fine any person, in any classification of Membership, such amount as determined by the Board of Directors from time to time, or suspend from Membership, any person in any classification of Membership, in breach of any rules or for other cause for such period as the Board of Directors may, in its’ discretion, determine.
BY-LAW #10 – BOARD OF DIRECTORS
“Board of Directors” or “Board” means the six (6) elected Directors of the Society and the four (4) Officers of the Society.
“Club” or “Society” means the Victoria Curling Club.
“Officers” means the President, Vice-President, Treasurer, and Past-President.
10.1 The Board of Directors shall consist of the immediate Past President, President, Vice-President, Treasurer and six (6) Directors. All Ten Members of the Board of Directors must be Active Members in good standing.
10.2 The Officers, with the exception of the immediate Past President, will be elected at the Annual General meeting of the Club as provided in these By-Laws for a one-year term effective from the conclusion of the Annual General Meeting, and each shall be eligible for re-election to any Office in the Club.
10.3 Three Directors shall be elected annually for a two (2) year term effective from the conclusion of the Annual General Meeting of Election until the date of the second Annual General Meeting after the date of election and each shall be eligible for re-election to any Office in the Club.
10.4 Any Member of the Board of Directors may, by notice in writing, resign at any time and, on acceptance by the remaining Members of the Board of Directors, the Office shall be vacant.
10.5 Should any vacancy occur on the Board of Directors the remaining Members shall continue to act, not withstanding such vacancy and the acts of such remaining Members shall be valid. The Board of Directors may fill not more than two (2) such vacancies by the appointment of Active Members of the Club. Such appointees shall hold Office only until the 1st Annual General Meeting or Extraordinary General Meeting of the Club, following the date of such appointment at which time an Active Member of the Club shall be elected to fill the vacancy.
10.6 The Membership may, at any Annual General Meeting or Extraordinary General Meeting called for the purpose, remove any Member of the Board of Directors from Office for cause, before the expiration of his term of Office and shall at such Annual General Meeting or Extraordinary General Meeting, elect another Active Member to the Board of Directors to fill the vacancy so created, for the unexpired term of the Member so removed.
10.7 A quorum of the Board of Directors shall consist of a majority of the Board of Directors then in Office.
10.8 A resolution in writing, assented to by the signature or each Member of the Board of Directors, shall be as effectual and of the same force as though it had been duly passed at a meeting of the Board of Directors.
10.9 No voting member of the Executive or Board of Directors may receive remuneration or other financial benefits for their services to the organization regardless of the type of service provided.
10.10 A Nominating Committee shall be elected by the Board of Directors each year. The Committee shall submit to the Board of Directors, on or before a date to be determined by the Board, the names of those Active Members of the Club whom the Nominating Committee wish to propose for election to the Board of Directors at the next Annual General Meeting.
BY-LAW #11 – POWERS OF THE BOARD OF DIRECTORS
11.1 The business, discipline and management of the Club shall vest in the Board of Directors, save and except such powers that expressly are by the “Society Act”, R.S.B.C. and any amendments thereto or by these By-Laws are required to be exercised by the Club at any Annual General Meeting or Extraordinary General Meeting, but no By-Law made by the Club as such meetings shall invalidate any prior act of the Board of Directors, which would have been valid if that By-Law had not been made.
11.2 The Board of Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions decided at such meetings shall be decided by majority vote.
11.3 Any three (3) Members of the Board of Directors may, and the Manager shall, on the requisition of such Members, summon a meeting of the Board of Directors.
11.4 The Board of Directors may delegate any of its’ powers to committees consisting of Members of the Club as they may deem expedient. Committees will report to the Board of Directors. Any committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may be imposed upon them by the Board of Directors. A majority vote of such committees shall govern, and a quorum of such committees shall be a majority. The Chairman of such committees, if not chosen by the President or otherwise provided for, shall be chosen by the committee. A committee may meet, adjourn or otherwise regulate their procedure as they shall think fit.
11.5 All acts done at any meeting of the Board of Directors or committee thereof shall, not withstanding that if afterward it be discovered that there was some defect in the appointment(s) of any Member or Members or that they or any of them were disqualified, be as valid as if every such Member or Members had been duly appointed and was qualified as a Member of the Board of Directors or committee thereof.
BY-LAW #12 – REMOVED FROM THE CONSTITUTION IN ITS’ ENTIRETY
BY-LAW #13 – IMMEDIATE PAST PRESIDENT
13.1 The immediate Past President shall hold Office and be eligible to act on any committee and to generally assist the President elect.
BY-LAW #14 – PRESIDENT
14.1 The President shall preside at all Meetings of the Board of Directors and at all Meetings of the Members of the Club and shall preserve order and shall apply and enforce all By-Laws and Rules of the Club. He/She may appoint a Member of the Board of Directors to all committees, he/she shall be responsible for the approval of all accounts, bills or commitments against the Club before payment, acceptance or delivery and for the countersigning of all cheques and other orders for the payment of money by the Club.
14.2 He/She shall watch over the assets and records of the Club and perform such other acts and duties as may be incident to his Office, and which may also be properly required of him/her by the Board of Directors. He/She shall call Extraordinary General Meetings of the Club and Meetings of the Board of Directors whenever he/she shall deem it necessary, and shall act as an ex-officio Member of all committees except the Nominating Committee. He/She shall sign the Minutes of all Meetings of the Board of Directors of the Club. The President may delegate any of his/her duties as he/she deems expedient.
BY-LAW #15 – VICE-PRESIDENT
15.1 The Vice-President shall assist the President in the discharge of their duties and in the absence or disability of the President, will act in their stead.
BY-LAW #16A Treasurer
16.B.1 The Treasurer shall keep the financial records of the Club, including books of account, necessary to comply with the Society Act, and shall render financial statements to the Board, members and others when required or directed.
16.B.2 The President shall appoint one Director, other than those holding office as a Vice-President or Past-President, as the recording Secretary. The Secretary shall conduct the correspondence of the Club, issue notice of meetings of the Society and the Directors, keep minutes of the Society and the Board, have custody of all records and documents of the Society except those required to be kept by the Treasurer, have custody of the common seal of the Society, and maintain the register of members.
By-Law #16C Term Limits
16.C.1 Notwithstanding the foregoing no person shall serve as an Officer of the Club for more than a total of six (6) consecutive years after which they must step down for a period of one year. They are eligible to serve on the Board for an unlimited number of years subject to these term limitations.
16.C.2 Notwithstanding the foregoing no person shall serve on the Board of the Victoria Curling Club in any capacity for more than four (4) consecutive years, after which time they must step down for a period of one year. They are eligible to serve on the board for an unlimited number of years subject to these term limitations.
BY-LAW #17 –MANAGER
17.1 The Manager shall be appointed by the Board of Directors to hold Office at its’ pleasure. The duties of this Office may be assigned to more than one incumbent with such division of responsibilities as the Board of Directors may decide. He/She or they need not be Members of the Club.
17.2 The Manager shall be responsible for the accounts and records of the Club as in these by-Laws provided, for the custody of and the proper affixing of the Club seal; and for ensuring that all Notices are duly given as required. He/She shall make available at reasonable times as required and/or authorized by the Board of Directors such accounts, records, registers or other files required in the day to day operation of the Club. He/She shall take direction generally from the President and carry out policies formulated by the Board of Directors as required.
17.3 The Manager shall be responsible for the collection and accounting of Membership Fees; Annual Dues; and all other revenue; the deposit of all receipts of cash and/or cheques in the bank or depository of the Club; and for the drawing of cheques for payment of the liabilities and expenditures of the Club. Such cheques shall be signed by any two (2) of the signing Officers designated by the Board of Directors.
17.4 The Manager shall be remunerated at a fixed monthly or annual salary or as otherwise determined by the Board of Directors.
17.5 REMOVED FROM THE CONSTITUTION IN ITS’ ENTIRETY
BY-LAW #18 – ACCOUNTS AND RECORDS
18.1 Proper books of account shall be maintained with respect to:
- All monies received and disbursed and particulars of the circumstances in which such monies are received and disbursed.
- The purchase and sale of goods by the Club.
18.2 Proper and adequate registers shall be kept of all categories of Membership.
18.3 A Statement of Assets and Liabilities shall be produced as of the last day of each fiscal year and a Statement of Profit and Loss for each fiscal year shall be compiled.
18.4 Proper correspondence files shall be maintained. Complete files of the Minutes of Board of Directors’s Meetings, Annual General Meetings, Extra-Ordinary Meetings, or other special meetings of the Club shall be kept.
BY-LAW #19 – BANKING
19.1 The Bank or Depository of the funds of the Club shall be such Bank or Depository as may from time to time be determined by the Board of Directors.
19.2 All cash, cheques, drafts, notes and other negotiable instruments received, shall be deposited in the Bank or Depository within a reasonable time of their receipt, and all disbursements for the payment of accounts, services rendered, and other payments shall be made by cheque, draft or money order drawn on the Bank or Depository. The authority for such cheque, draft or money order shall be signed by the proper Officers of the Club as authorized from time to time by the Board of Directors or these By-Laws.
19.3 The Manager shall, unless and until otherwise determined by the Board of Directors, arrange, settle, balance and certify all Bank or Depository books and accounts between the Bank or Depository and the Club, and shall sign for and receive all cancelled cheques and vouchers from the Bank or Depository.
BY-LAW #20 – FISCAL YEAR
20.1 The fiscal year of the Club shall terminate on the 30th Day of April each year.
BY-LAW #21 – THE AUDITOR
21.1 The Auditor, who shall be a duly qualified Chartered Accountant, shall be appointed by the Active Members of the Club at the Annual General Meeting and shall retain this appointment until the date of the next Annual General Meeting.
21.2 The Auditor shall be remunerated for services at such sum as the Auditor and the Board of Directors of the Club shall mutually agree.
21.3 The Auditor shall, within thirty (30) days after the termination of each fiscal year, present to the Board of Directors a written report presenting fairly the state and condition of the affairs of the Club together with a Statement of Assets and Liabilities as at the 30th Day of April; a Statement of Profit and Loss for the Fiscal year just ended; and such supplementary schedules or explanations as may be necessary or which the Board of Directors may request.
21.4 The Auditor shall have access to the books, accounts, vouchers and documents of the Club and shall be entitled to require from the Directors, Manager and Officers of the Club, such information and explanation as may be necessary in the discharge of his commitment to the Club.
21.5 The Auditor may be present at the Annual General Meeting of the Club and any other meeting of the Club at which any report made by him/her is presented.
BY-LAW #22 – ANNUAL GENERAL MEETING
22.1 The Annual General Meeting of the Active Members of the Club having the right to vote, shall be held within five (5) months of the fiscal year end on such day and at such time and place as the Board of Directors shall determine.
22.2 Order of Business at the Annual General Meeting shall be:
- Adoption of Minutes of the last Annual General Meeting
- Adoption of Minutes of Extra-ordinary General Meetings for the past year
- Report from the President
- Presentation of the Auditor’s Report
- Election of the Board of Directors
- Election of the Auditor
- Other Business
BY-LAW #23 – EXTRA-ORDINARY GENERAL MEETINGS
23.1 All General Meetings of the Members of the Club having a right to vote, other than the Annual General Meeting, shall be Extra-Ordinary General Meetings, and shall be called by the President, or as otherwise provided in the By-Laws.
23.2 An Extra-Ordinary General Meeting may be called on the written requisition signed by any twenty-five (25) Members of the Club having the right to vote addressed to the President and stating therein the general nature of the business to be transacted.
23.3 Order of Business at an Extra-Ordinary General Meeting shall be:
- Adoption of the Minutes of the last Extra-Ordinary General Meeting
- Business for which the Meeting is called
- Election of Members to vacancies in Board of Directors, if any
BY-LAW #24 – GENERAL MEETINGS
24.1 A General Meeting of any or all classifications of Membership may be called at any time by the President. Such General Meetings may be for any purpose other than dealing with matters of a financial nature or Election of Members to Office, or the Board of Directors.
BY-LAW #25 – NOTICE OF MEETINGS
25.1 Notice of the Annual General Meeting and any Extra-Ordinary General Meeting shall be given in accordance with the provisions of By-Law #27 at least fourteen (14) days prior to the date of the meeting. The Notice of the meeting shall state the date, time and place of the meeting and a general outline of the purpose of the meeting.
BY-LAW #26 – QUORUM
26.1 Thirty-five (35) Members having the right to vote present at any Annual General Meeting or Extra-Ordinary General Meeting shall constitute a Quorum. If within one half (1/2) hour of the time appointed for such meeting, a quorum is not present, the meeting, if called by requisition of Members, shall be dissolved, and in every other case shall stand adjourned to the same day, time and place in the next week, and if at the adjourned meeting, a quorum is not present with one half (1/2) hour of the time appointed for the meeting the Members present shall constitute a quorum.
BY-LAW #27 – NOTICES
27.1 Any Notice required to given pursuant to these By-Laws may be given by the Club to the Members by sending it prepaid post to the address of the Members last recorded in the records of the Club or by email to the email address or fax number the club has on record. Any Notice sent by mail, email or fax shall be deemed to have been given on the second business day following the date of mailing, email or fax thereof.
27.2 In the event that at any time the Club proposes to mail a Notice to the Members in accordance with this By-Law and a strike, slow-down or other labour disruption is in effect in the Canada Post Office which could reasonably be contemplated to cause, directly or indirectly, a delay in the delivery of Notice, or if any such strike, slow-down or other labour disruption intervenes within a period after the mailing of the Notice, that a delay of delivery of the Notice could reasonably be contemplated to result directly or indirectly herefrom, then the Board of Directors may give notice of Meeting in any alternate form the Directors deem appropriate, including, without limiting the generality of the foregoing, publish a Notice of the Meeting in a newspaper or newspapers, sending the Notice by telecopier, fax or email, advising the Members by telephone, delivering the Notice to the Members personally or by any combination of these methods.
BY-LAW #28 – MOTIONS AND RESOLUTIONS
28.1 All motions and resolutions proposed to be made at any Annual General Meeting or Extra-Ordinary General Meeting shall, upon request of the President or Chairman of the Meeting, be reduced to writing and shall be signed by the Mover and Seconder. A motion or resolution that has been voted upon and failed to pass, shall not be submitted again at the same meeting even if in different form but of the same substance. All motions and resolutions shall require a majority vote to be carried unless otherwise provided by these By-Laws or the “Society Act”. R.S.B.C.
BY-LAW #29 – VOTING
29.1 At all Annual General Meetings and Extra-Ordinary General Meetings, all voting on motions and resolutions shall be by a show of hands in the first instance, and if required by the President or Chairman, or upon demand from the floor, a standing vote shall be taken.
29.2 Each Member entitled to vote shall have one (1) vote only.
29.3 On the election of the Board of Directors, all voting shall be done by Ballot, upon which each Member entitled to vote shall write the name of the Member or Members for whom he/she is voting.
29.4 A declaration by the President or Chairman that a motion or resolution has been carried by a sufficient majority or lost, as the case may be and an entry to that effect in the Minute Book of the Club shall be conclusive evidence of the fact without proof of the number of votes in favour or against such resolution.
BY-LAW #30 – INSPECTION OF ACCOUNTS AND RECORDS
30.1 The Board of Directors shall from time to time determine whether, and to what extent, and at what time and place, and under what conditions or regulations, the accounts and records of the Club, or any of them shall be open for the inspection of any classification of Membership. No such Members, other than Members of the Board of Directors, shall have any right of inspection of accounts or records or documents of the Club, except, as may be conferred by Statute, authorized by the Board of Directors, or by resolution of the Club at an Annual General Meeting or Extra-Ordinary Meeting.
BY-LAW #31 – ALTERATION OF BY-LAWS
31.1 Notice of any proposed Extra-Ordinary Resolution to create any addition, repeal or alteration of any of these By-Laws, shall be signed by the proposed Mover and Seconder, and posted on the Notice Board at the Registered Office of the Club, at least fourteen (14) days prior to the Extra-Ordinary General Meeting, at which the Extra-Ordinary Resolution will be proposed. Such Extra-Ordinary Resolution shall require a majority of two-thirds (2/3) of the votes cast at the Extra-Ordinary General Meeting, or any adjournment thereof called for the purpose.
BY-LAW #32 – BORROWING POWERS
32.1 The Board of Directors may, from time to time, authorize the Club to borrow any sum of money for the purpose of the Club and may raise or secure the repayment of that sum in any manner and on such terms and conditions as they think fit, and in particular, and without limiting the generality of the foregoing, by issue of bonds or debentures, or any mortgage or charge, whether specific or floating, or other security on the undertaking or the whole or any part of the property of the Club, both present and future.
32.2 The Club shall not issue a debenture without the sanction of a Special Resolution passed by a majority of not less that 75% of the votes of those Members present and entitled to vote.
32.3 The Members may, by Special Resolution, authorize the Board of Directors to issue debentures for a period not exceeding one (1) year from the date the Resolution is passed.
BY-LAW #33 – PROXIES
33.1 No proxies shall be recognized at any meeting of the Club.