Pembroke Pickleball Club (PPC)

9.1. Notice of Meetings.
Notice of the time and place of a Meeting of Members shall be given to each Member entitled to vote at the meeting, and to the Directors and the Corporation’s Auditor (if applicable), not less than 30 days and not more than 50 days before the meeting in accordance with Article 11 of this By- law.
9.2. Record Date.
The Directors may fix a date as the record date for:
a) determining Members entitled to receive notice of a Meeting of Members;
b) determining Members entitled to vote at a Meeting of Members;
c) determining Members entitled to participate in a liquidation distribution; or
d) determining Members for any other purpose. A record date must not be more than 50 days before the day of the event or action to which it relates.
9.3. Timing of Annual Meeting of Members.
The Annual Meeting of Members shall be held no later than 15 months after the preceding annual Meeting of Members and no later than 6 months after the financial year end of the Corporation.
9.4. Place of Meetings.
Subject to compliance with s. 53 of the Act, Meetings of Members may be held at any place within Ontario determined by the Board or, if all of the Members entitled to vote at such meeting so agree or the Articles so provide, outside Ontario.
9.5. Information to be Furnished in Advance of Meeting.
Not less than 21 days, or another number of days that may be further prescribed in Regulations, before each Meeting of Members, the Corporation shall give a copy of the approved financial statements, report of the Auditor, and any further information respecting the financial position of the Corporation and the results of its operations required by the Articles or the By-law, to all Members who have informed the Corporation that they wish to receive a copy of those documents. The documents required to be given under this section may be provided to Members in the manner set out in Section 11.2.
9.6. Special Business.
All business transacted at a special Meeting of Members and all business transacted at an annual Meeting of Members is Special Business except for the following:
a) consideration of the financial statements;
b) consideration of the audit or review engagement report, if any;
c) presentation by the Board of an approved balanced budget for the upcoming financial year as information based on perceived needs and sources of revenue;
d) election of Directors; and
e) reappointment of the incumbent Auditor.
9.7. 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 Auditor of the Corporation and such other persons who are entitled or required under any provision of the Act, Articles or any By-law 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.
9.8. Chair of Meeting.
If the Chair of the Board, President and the Vice-President, if any, are absent, the Members who are present and entitled to vote at the meeting shall choose one of their Members to chair the meeting.
9.9. Quorum.
a) A quorum at any Meeting of Members (unless a greater number of Members is required to be present by the Act) shall be not less than 10% of the Members entitled to vote at the meeting.
b) If a quorum is present at the opening of a Meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
c) If a quorum is not present at the opening of a Meeting of Members, the Members present may adjourn the meeting to a fixed time and place but may not transact any other business.
d) Notice of an adjourned meeting is required to be given in accordance with this By-law for any meeting that is adjourned by more than 30 days.
9.10. Votes to Govern.
9.11. 9.12. 9.13. At any Meeting of Members every question shall, unless otherwise provided by the Articles or any By-law or by the Act, be determined by a majority of the votes cast on the question. After a show of hands has been taken upon any question, the chair may require, or any Member or proxyholder present and entitled to vote may demand, a ballot thereon. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be so required or demanded, a declaration by the chair that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the question. The result of the vote so taken and declared shall be the decision of the Corporation on the question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.
Participation by Telephone or Electronic Means. If the Corporation chooses to make available a telephonic or electronic means that permits all participants to communicate adequately with each other during a Meeting of Members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic or electronic means in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this By-law, any person participating in a Meeting of Members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic or electronic means that the Corporation has made available for that purpose.
Meeting Held Entirely by Telephonic or Electronic Means.
If the Directors or Members of the Corporation call a Meeting of Members pursuant to the Act, those Directors or Members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting. A meeting held entirely by electronic means is deemed to be held at the registered office of the Corporation.
Voting by Members not in Attendance at a Meeting of Members.
Pursuant to s. 67 of the Act, and subject to approval by the Board, a Member entitled to vote at a Meeting of Members may vote by mailed-in ballot or by telephonic or electronic means if the Corporation provides a system that:
a) enables the votes to be gathered in a manner that permits their subsequent verification; and
b) permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.
9.14. Voting by Proxy.
Pursuant to s. 64(1) of the Act and subject to prior approval by the Board, a Member entitled to vote at a Meeting of Members may vote by proxy by appointing in writing a proxyholder, who shall be Members of the Corporation to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it, provided that the form of the proxy shall be approved by the Board in advance of the Meeting of Members.
9.15. Resolution in Lieu of Meeting.
A resolution signed by all the Members entitled to vote on that resolution at a Meeting of Members is as valid as if it had been passed at a Meeting of Members.
9.16. Procedure.
The chair of a Meeting of Members will conduct the meeting and determine the procedure to be followed at the meeting. Notwithstanding the foregoing, procedure at all Meetings of Members shall be as follows, unless otherwise provided for in the By-law or any resolution, rule or regulation made under it:
a. Report declaring a quorum;
b. Approval of minutes;
c. Report of Treasurer;
d. Report of the President;
e. Report of Elections;
f. Report of Committees;
g. Miscellaneous or Special Business;
h. Adjournment
All Meetings of Members shall utilize Robert’s Rules of Order.