Toronto Ornithological Club

SUMMARY OF THE OBJECTS OF THE TORONTO ORNITHOLOGICAL CLUB AS SET OUT IN THE ARTICLES OF INCORPORATION DATED AUGUST 9, 2024

To educate and increase the public’s understanding of ornithology by offering meetings and organising bird outings and by collecting and disseminating educational and research material on that topic.
To undertake research on the wild bird populations in the region by monitoring and assisting in the compilation of a comprehensive wild bird database for the region.
To educate and inform the public about wild birds and their habitats.
To organise or participate in projects designed to protect, preserve, and enhance habitats for birds.
To do all such other things as are incidental and ancillary to the attainment of the foregoing purposes.

The Toronto Ornithological Club is a non-profit Ontario organisation holding Ontario Corporation Number 741676. The Club was originally founded in 1934. It was incorporated by Ontario letters patent of incorporation dated November 23, 1987, which were amended by supplementary letters patent dated July 8, 2004 and Articles of Incorporation dated August 9, 2024.

Section 1 – Directors

Electing and Appointing Directors

1.1 Election of Directors

The affairs of the Club shall be managed by a Board of not less than eight nor more than thirteen Directors each of whom at the time of election and throughout the term of office shall be a Member in good standing. The Board or a nominating committee appointed by the Board shall nominate a slate of officers for the Board positions that will be open in the following year. Additional nominations may be made by any Active Member. To be valid, all such additional nominations must:

be made in writing, showing the name and proposed office of the nominee;
be proposed by two Members in good standing;
include evidence of the nominee’s consent; and
be delivered to the Secretary at least 14 days prior to the date of the Annual General Meeting (“AGM”).

Election of Directors shall take place at the AGM. The election shall be a two-stage process, with any uncontested positions being voted by a show of hands, and contested positions voted upon by secret ballot. If there are more than two candidates for a particular position and the leading candidate fails to gain an absolute majority of votes cast, the candidate with the fewest votes shall drop out and the voting procedure be repeated until a majority for one candidate has been established. In the event of a tie vote, the Chair of the meeting shall cast the deciding vote. After the Officer positions have been elected, any unsuccessful candidates may stand for any remaining Director positions. If multiple stages of voting are required, the Chair may, with the majority consent of the meeting, proceed by show of hands instead of secret ballot.

1.2 Length of term for Directors

Directors shall normally serve two years.

At its 2025 AGM, the Members will elect:

• one half of the Directors for a 2-year term, and

• one half of the Directors for a 1-year term.

In subsequent AGMs, new Directors shall be elected for 2-year terms for the positions open that year. Directors may be elected to multiple terms, with no limit on the number of terms.

Empty Seats

1.3 Situations in which a Director ceases holding office before their end of term

A Director will stop holding office immediately, if he/she:

Dies
Becomes bankrupt, or
Is found to be incapable of managing property by a court or under Ontario law.

A Director may resign by written notice to the Club. A Director who resigns will stop holding office when the Club receives the written notice or at the time specified in the notice, whichever is later.

1.4 Removing a Director from office

Members may remove a Director before the end of their term of office. Members may do this by passing a resolution at an AGM with at least a majority (51%) of the votes cast by the Members. If a vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by resolution with a majority vote.

1.5 Filling Board seats that are vacated mid-term

A quorum of Directors may fill a vacancy among the Directors by a majority vote.

1.6 Number of Directors that may be appointed by the Board

The total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of the members.

1.7 Insufficient number of Directors to make a quorum

If there aren’t enough Directors to make up a quorum or the Members did not elect the minimum number of Directors set out in the articles, the Directors in office will, without delay, call a special Members’ Meeting to fill the vacancy. If the Directors fail to call such a meeting, the meeting may be called by any Member.

1.8 Voting threshold to elect a Director mid-term

The Board may fill any other vacancy by a majority (51%) vote at a duly convened Board meeting.

1.9 Length of term of office for a Director filling a vacancy

The Director elected to fill the vacancy will hold office for the remainder of the removed Director’s term. After that, the appointee will be eligible to be elected as a Director.

1.10 Liability insurance for Directors

The club shall provide and pay for liability insurance for the Directors.

Committees

1.11 Composition and rules of Board committees

Any committee of Directors may create its own rules of procedure, subject to such rules or directions as the Board may from time to time make. The Board may remove any committee member by resolution at a duly convened Board meeting.

Paying Directors

1.12 Paying Directors for their work as Directors or in other capacities

No Director shall directly or indirectly receive any profit from occupying the position of Director or from providing services to the Club in another capacity. However, Directors may be reimbursed for reasonable expenses that they incur in either of those capacities.

Section 2 – Board Meetings

2.1 Calling Board Meetings

The Chair or President may call meetings of directors at any time and any place on notice as required by the Notices Section of this Bylaw. Subsequent meetings of the Board will be scheduled in each meeting of the Board.

Board Meeting Notices

2.2 Advance notice for Board Meetings

Notice of the time and place for the holding of a meeting of the Board will be given to every Director of the Club in the manner provided in the Notices Section of this Bylaw.

Notice of the time and place of the meeting must be given not less than one day before the date that the meeting is to be held.

Notice must be given according to requirements set out in the Notices Section of this Bylaw.

2.3 Conducting a Board Meeting without advanced notice

Notice of a meeting is not necessary if:

all of the Directors are present, and none objects to the holding of the meeting, or
those absent have waived notice or have otherwise signified their consent to the holding of such meeting.

Conducting Board Meetings

2.4 Chair of Board meetings

The President will act as Chair of Board Meetings. If the President is absent, the Directors present will choose a Director to act as the Chair.

2.5 Voting at the Board Meeting

Each Director, including the Chair, has one vote. Questions arising at any Board Meeting will be decided by a majority (51%) of votes unless otherwise required by the Act.

2.6 Breaking tie votes

In case of an equality of votes, the Chair will have a second vote.

Phone and e-Meetings

2.7 Participation in Board Meetings online or by phone

If a majority of the Directors of the Club consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephone or electronic means. The telephone or electronic means must allow all participants to communicate adequately with each other during the meeting. A Director participating in the above ways is deemed to be present at that meeting. For greater certainty, Board meetings may be held entirely by phone or electronic means.

Section 3 – Appointments and Removals

3.1 Appointing Officers

If any of the offices of President, Treasurer, or Secretary are vacant, the Directors may appoint by resolution any other person to fill the vacant offices. The Board may appoint other Officers and agents as it deems necessary. These Officers and agents will have such authority and duties as the Board may assign from time to time.

3.2 Delegation of Officer’s responsibilities

Any Officer may delegate their responsibility to another Director, if that person consents. By resolution, the Board may delegate to any Director any responsibilities pertaining to an unfilled Office, if that Director consents.

3.3 Multiple offices

The same person may hold two or more offices of the Club.

3.4 Removal of an Officer

The Board may remove any Officer by resolution. An Officer may be removed for any reason.

3.5 Removal of a committee member

The Board may for any reason remove any committee member by resolution without affecting any standing that person has as a Director.

3.6 Removing a Director from the Board

Members may remove a Director before the end of their term. Members may do this by passing a resolution at a Members’ Meeting with at least a majority (51%) of the votes cast by the Members. If a vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by resolution with a majority vote.

A Director will be considered to have resigned if they miss four consecutive Board meetings. The Board may in its discretion accept or reject such resignation.

Section 4 – Conflicts of Interest

4.1 Conflict disclosure requirements

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Club or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Club shall make the disclosure required by the Act.

4.2 Limits on Directors with conflicts of interest

No such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction, except as provided by the Act.

No Director shall, directly or through an associate, receive a financial benefit, through a contract or otherwise, from the Club if it is a charitable corporation unless the provisions of the Act and the law applicable to charitable corporations are complied with.

Section 5 – Members

5.1 Classes of membership

Membership in the Club shall consist of a single class of Members.

5.2 Becoming a member

Membership will consist of individuals who have applied and been accepted for membership in the Club and who have paid the applicable dues as determined by the Board from time to time.

Members may also vote to grant Honorary Membership to eminent ornithologists and/or long-term members who have made significant contributions to the Club. Honorary Members shall be Members without the obligation to pay membership dues. The number of Honorary Members may not exceed seven at any given time.

Membership in the Club will include the incorporators named in the articles until such time as their membership ends.

5.3 Members’ rights

As set out in the articles, each Member is entitled to receive notice of, attend, and vote at all Members’ Meetings and each Member will be entitled to one (1) vote at such meetings.

5.4 Termination of membership

Membership automatically terminates if the Member resigns, dies, is expelled, fails to pay membership dues or such membership is otherwise ended according to the Act.

5.5 Term of membership

The term of membership will be one year, subject to renewal in accordance with the policies of the Club.

Transferal of Membership

5.6 Transferal of Membership

Membership in the Club is not transferable.

Discipline of Members

5.7 Membership discipline

The Board may pass a resolution authorising disciplinary action or the termination of Membership for: a) violating the Club’s Code of Conduct or other policies, b) violating the Club’s bylaws, c) causing physical danger to others, d) persistent obstruction of the Club’s proceedings or work, or any other reasons calling for discipline at the Discretion of the Board. In the event of a termination of Membership, no refund of membership dues shall be payable.

5.8 Advanced notice of discipline

The Board must provide 30 days’ written notice to a Member before passing the above-mentioned resolution.

5.9 Notice contents

The notice will set out the reasons for the disciplinary action or termination of membership.

5.10 Member’s right to respond

The Member receiving the notice is entitled to give the Board a written submission addressing the disciplinary action or termination not less than 7 days before the end of the 30-day period. The Board shall consider the submission of the Member before making a final decision by resolution regarding disciplinary action or termination of membership.

Section 6 – Members’ Meetings

Regular Meetings

6.1 Timing of Members’ Meetings

Regular meetings shall normally be held on the second Monday of each month from September to June, except in May when it shall be held on the first Monday and in October when it shall be held on the third Monday owing to Thanksgiving. By resolution, the Board may change these dates or add meetings with a minimum of two weeks written notice to the Club members.

6.2 Attendance at Members’ Meetings

Members’ Meetings may be attended by all Members and the guests of Members.

6.3 Agenda of Members’ meetings

The Board will maintain a standard order of business that shall be transacted at each regular meeting, which may be updated by resolution.

Annual General Meeting

6.4 Timing and Location of the Annual General Meeting (“AGM”)

The AGM will normally take place on the second Monday of March in Toronto. The Board will decide the place of the AGM.

6.5 Agenda of the Annual General Meeting

The business at the Annual General Meeting will include the following:

Approve the agenda for the AGM;
Approve the minutes of the previous AGM and any special meetings;
Receive a report from the person appointed to review the Club’s finances, and approve the financial statements for the previous year;
Either i) appoint the auditor to do an audit or review engagement for the current fiscal year, or ii) pass an extraordinary resolution (requiring the support of at least 80% of votes cast) to bypass an audit and review engagement and designate an individual to informally review the financial statements for the current fiscal year;
elect directors; and
any new or special business that was included in the notice of the meeting.

6.6 Modifying the Agenda of the AGM

Members have a right to submit proposals to be added to the agenda provided that:

The Member must make the proposal 30 days in advance of the AGM so it can be included in the notice of the AGM.
A Member moves a motion, with a seconder, at the AGM to amend the agenda with the proposal as submitted (with no changes).
The motion must be passed by resolution.

No other item of business shall be added to the agenda for the AGM.

6.7 Members’ access to Financial Statements

All members will be sent the Financial Statements for the previous fiscal year as reviewed by the appointed reviewer no less than 7 days prior to the AGM.

Special Members’ Meetings

6.8 Calling a Special Members’ Meeting

The Directors may call a Special Members’ Meeting by resolution at a duly held Board meeting

6.9 Members request of a Special Members’ Meeting

The Board will convene a Special Members’ Meeting on written request of not less than 10% of the Members for any purpose connected with the affairs of the Club that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the request.

Notice

6.10 Advanced notice of Members’ Meetings

Subject to the Act, not less than 10 and not more than 50 days prior to the Meeting written notice of any annual or Special Members’ Meeting must be given in the manner specified in the Act and the Notices Section of this Bylaw to each Member and to the person appointed to conduct the financial review.

6.11 Details required in Notice

Notice of any meeting where special business will be transacted must contain enough information to permit the Members to form a reasoned judgement on the decision to be taken.

Phone and e-Meetings

6.12 Participation in Members’ Meetings online or by phone

The Club may require in-person attendance at some Members’ Meetings, including its AGM, with notice in writing of at least 30 days. The Club may allow but is not required to allow participation in some Members’ Meeting by telephone or electronic means. The telephone or electronic means must:

allow all participants to communicate adequately with each other during the meeting
allow you to verify the identity of anyone casting a vote
prevent you from knowing how they voted.

A Member participating in the above ways is deemed to be present at that meeting. Members’ Meetings may be held entirely by phone or electronic means.

Quorum

6.13 Quorum for Members’ Meetings

A quorum for the transaction of business at a Members’ Meeting is twice the number of sitting Directors.

6.14 Loss of quorum

If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

Chair of the Meeting

6.15 Chair of Members’ Meetings

The chair of the Members’ meeting will be the President, or if the President is absent, any other Member selected by the Board or selected by a person delegated by the Board to do so.

6.16 If the Chair is absent

In the Chair’s absence, the Members present at any Members’ meeting will choose another Director as chair. If no Director is present, or if all of the Directors present decline to act as chair, the Members present will choose a Member present to chair the meeting.

Voting

6.17 Passing a resolution

Business arising at any Members’ Meeting will be decided by 51% of votes cast by Members unless otherwise required by the Act or the Bylaws.

6.18 Votes per Member

Each voting Member will be entitled to one vote at any Members’ Meeting.

6.19 Votes by Proxy

If a Member is unavailable to attend or participate in a Members’ Meeting, they may not appoint someone to vote for them by proxy.

6.20 Voting method

Votes will be taken by a show of hands among all voting Members present unless otherwise required by the Act.

6.21 Written ballots

Before or after a show of hands has been taken on any question, the Secretary or any Member may demand a written ballot. A written ballot so required or demanded will be taken in such manner as the Chair of the meeting directs.

6.22 Chair’s vote

The chair of the meeting will not have a vote.

6.23 Tie vote

If there is a tie vote, the chair of the meeting has to call for a written ballot. The chair cannot vote in a written ballot to break a tie. If the written ballot results in a tie, the motion doesn’t pass.

6.24 Recording a vote by show of hands

Whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes will be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

6.25 Abstentions from voting

An abstention will be considered and counted as a vote cast and recorded in the minutes as an abstention

Adjournments

6.26 Adjournment and notice of follow-up meeting

The chair may, by resolution of a majority of votes cast at any Members’ Meeting, adjourn the Members’ Meeting. The Members must be provided with notice of a follow-up meeting that continues an adjourned meeting. Any business may be brought before or dealt with at any such follow-up meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

Attendance

6.27 Attendance at Members’ Meetings

The only persons entitled to attend a Members’ Meeting are:

the Members
the guests of Members
the Directors
the auditors of the Club (or the person who has been appointed to conduct a review engagement, if any) and
others who are entitled or required under any provision of the Act or the articles to be present at the meeting.

Section 7 – Notices

7.1 Advanced notice of meetings

Any meeting notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be delivered to the last address on record for that Director or Member by one or more of the following means, at the sole discretion of the Secretary:

Postal Mail
Telephone
Email
Or other means determined by the Directors.

7.2 Addresses of recipients of notices

Notices mentioned above will be sent to any such Member or Director at their latest postal or electronic address, at the discretion of the Board, as shown in the records of the Club and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the Board.

7.3 Right to waive notice

Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled to the notice.

7.4 Counting the day that the notice is sent

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice will, unless it is otherwise provided, be counted in such number of days or other period.

7.5 Effect of an error or omission on the validity of the notice

No error or accidental omission in giving notice of any Board Meeting or any Members’ Meeting will invalidate the meeting or make void anything that happens at the meeting.

Section 8 – Finances & Signing Authority

8.1 Club’s financial year end

The financial year of the Club ends on December 31st in each year or on such other date as the Board may from time to time by resolution determine.

8.2 Signing Authority

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Club may be signed by any two of its Officers or Directors. In addition, the Board may from time to time decide who will execute a particular document or type of document and how it will be executed. Any person authorised to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, Bylaw or other document of the Club to be a true copy thereof.

Section 9 – Adoption and Amendment of Bylaws

9.1 Percentage of Members required to change these Bylaws

The Members may from time to time amend this Bylaw with 51% of the votes cast at a Members’ Meeting provided that at least 30-days notice of such proposed change has been provided to the Members.

9.2 Change of Bylaws by the Board

The Board must submit any proposed changes to the Bylaws to the Members at a Members’ Meeting. The Members may confirm, reject or amend the new Bylaw or Bylaw changes.

Section 10 – Definitions & Interpretation

10.1 Definitions

In this Bylaw, unless the context otherwise requires:

“Act” means the Not-for-Profit Clubs Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
“AGM” means Annual General Meeting;
“Board” means the board of directors of the Club;
“Bylaws” means this Bylaw (including the schedules to this bylaw) and all other bylaws of the Club as amended and which are, from time to time, in force;
“Chair” means the chair of the Board;
“Club” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
“Director” means an individual occupying the position of director of the Club by whatever name he or she is called;
“Member” means a member of the Club;
“Members” means the collective membership of the Club; and
“Members’ Meetings” are the regular meetings, Special Members’ Meetings and Annual General Meeting of the Club;
“Officer” means an Officer of the Club.

10.2 Additional Definitions

Other than as specified in the Definitions section, all terms contained in this Bylaw that are defined in the Act will have the meanings given to them in the Act. Words in the singular include the plural and vice versa, and words in one gender include all genders.

10.3 Invalidity of part of the Bylaws

The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of the remaining provisions of this Bylaw.

10.4 Inconsistency of parts of the Bylaws with the Articles or the Act

If any of the provisions contained in the Bylaws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act will prevail.