By-Law 1

Full amendment revised February 17th, 2012

WHEREAS, Greyhound Lovers of Hamilton-Wentworth is a non-profit organization founded for the preservation of greyhounds and provision of aid to greyhounds, and

WHEREAS, it is necessary to provide for the operation of the organization,

NOW THEREFORE, it is hereby enacted as follows:

1.1    Any person interested in the preservation of greyhounds or provision of aid to greyhounds and their owners shall be eligible for the membership upon payment of dues as hereinafter provided.

1.2    All members are in good standing except a member who has failed to pay the current annual membership fee or any other subscription or debt due and owing by the  member to GLOHW and the member is not in good standing so long as the debt remains unpaid.

1.3    A person shall cease to be a member of GLOHW:

1.3.1    by delivering their resignation in writing to the secretary of GLOHW or by mailing or delivering it to the address of GLOHW.
1.3.2    on the member’s death
1.3.3    on being expelled; or
1.3.4    on having been a member not in good standing for 12 consecutive months.

1.4    A member may be expelled by a special resolution of the members passed at a general meeting.

1.5    The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

1.6    The person who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

1.7    Every member shall uphold the constitution and comply with these bylaws.

1.8    No member when conducting GLOHW business or acting on behalf of GLOHW as a representative can behave in a manner that would be unlawful or detrimental to the business and / or operation of GLOHW business.

2.1    The annual dues for members are payable on January 1st of each year.

2.2    The annual membership dues shall be determined by the directors and presented to the membership at the general annual meeting.  If the dues are not altered at the general annual meeting they are to remain the same as the previous year.

3.1    General meetings of GLOHW shall be held at the time and place that the directors decide.

3.2    An annual meeting of the GLOHW shall be held at least once in every calendar year and not more than fifteen months after the holding of the last preceding annual meeting, and shall consider;

(a)   The approval of the financial statements;

(b)   the report of the directors ;

(c)   the report of the auditor, if any;

(d)   the election of directors;

(e)   the appointment of the auditor, if required; and

(f)   other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the directors issued with the notice convening the meeting.

3.3    Notice of all meetings shall specify the place, day and hour of the meeting and, in case of special business, the general nature of that business.

3.4    The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any members entitled to receive notice does not invalidate proceedings at the meeting.

3.5    The president of GLOHW, the vice president or in the absence of both, one of the other directors present, shall preside as chair of a meeting.

3.6    If at a general meeting,

(a)    there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting; or

(b)    the president and all other directors present are unwilling to act as chair, then, the members present shall choose one of their numbers to be chair.

3.7    If at an annual meeting,

(a)    there is no president, vice president or other director present within 15 minutes after the time appointed for holding the meeting; or

(b)    the president and all other directors present are unwilling to act as chair, then, the members present shall choose one of their number to be chair; or

(c)     the president and all other directors present are unwilling to act as chair, then, the meeting shall be adjourned to the same day in the next week, at the same time and place.

3.8    A quorum is not less than 20% of the membership or 10 members, whichever is least.

3.9    No business, other than the election of a chair and the adjournment or termination of the meeting, shall be conducted at a meeting at a time when a quorum is not present.

3.10    If at any time during a meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.

3.11    If within 15 minutes from the time appointed for a general meeting a quorum is not present, the meeting shall be terminated.

3.12    The chair of a meeting may not move or propose resolution.

3.13    The chair is allowed a vote on the proposed resolution, however in the case of a tie; the chair does not have a second or tie-breaking vote.

3.14    In case if a tie the proposed resolution shall not pass.

3.15    Each paid family membership is entitled to one vote.

3.16    Voting is by show of coloured placard. Placard to be issued at member sign in, prior to the meeting, to current members. One placard per family membership.

3.17    Voting by proxy is not permitted.

4.1    The directors may exercise all the powers and do all the acts and things that GLOHW may exercise and do, and which are not by these bylaws or by statute or otherwise lawfully directed or required to be exercised or done by GLOHW in general meeting, but subject, nevertheless, to

(a)    all laws, affecting GLOHW

(b)    these by laws; and

(c)    rules, not being inconsistent with these bylaws, which are made from time to time by GLOHW in general meeting.

4.2    No rule, made by GLOHW in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

4.3    Separate elections shall be held for each office to be filled.

4.4    An election may be by acclamation; otherwise it shall be by ballot.

4.5    The president of GLOHW shall remain on the board another year after his/her term.  He/she shall hold the position as past-president for the term of the succeeding president, in order to ensure a smooth transition of GLOHW’s goals and objectives.

4.6    The president and secretary shall hold office for one year in the first year of GLOHW, and thereafter for two years; all other directors shall hold office for two years, in order to ensure an overlap of officers at each election.

4.7    All directors shall be eligible for election to their current office for one succeeding term only.

4.8    If no successor is elected, the person previously elected or appointed continues to hold office.

4.9    The directors may appoint a member as a director to fill a vacancy on the board.

4.10    No act or proceeding of the directors is invalid only by reason of there being less than the prescribed number of directors in office.

4.11    All directors must be members of GLOHW in good standing.

5.1    The directors may meet together at the places they see fit to dispatch business, adjourn and otherwise regulate their meeting and proceeding.

5.2    The directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the directors then in office.

5.3    The president shall be chair of all meetings of the directors, but if at a meeting the president is not present within 15 minutes after the time appointed for holding the meeting, the vice president shall act as chair; but if neither is present the directors present may choose one of their numbers to be chair at the meeting.

5.4    A director may request at any time a special meeting of the directors. The director must get the approval of another director, and then contact the secretary who shall convene a special meeting of the directors.

5.5    All directors have a responsibility to notify GLOHW’s office or another director if they are unable to attend a meeting of the board.

5.6    Questions arising at a meeting of the directors and committee of directors shall be decided by a majority of votes.

5.7    In case of an equality of votes the chair does not have a second or casting vote.

5.8    No resolution proposed at a meeting of directors or committee of directors need be seconded and the chair of a meeting may move or propose a resolution.

5.9    A resolution in writing, signed by all the directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of directors.

6.1    The directors may delegate any, but not all, of their powers to committees consisting of  a director or directors or members as they deem appropriate.

6.2    A committee, so formed in the exercise of the powers so delegated, shall conform to any rules imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the directors to be held after it has been done.

6.3    The members of a committee may meet and adjourn as they think proper.

7.1    The president shall preside at all meetings of GLOHW and of the directors. The president is the chief executive officer of GLOHW and shall supervise the other officers in the execution of their duties.

7.2    The vice president shall carry out the duties of the president during the president’s absence.

7.3    The secretary shall;

(a)    oversee the correspondence of GLOHW;

(b)    issue notices of meetings of GLOHW and directors;

(c)    keep minutes of all meetings of GLOHW and directors;

(d)    oversee all records and documents of GLOHW except those required to be kept by the treasurer or authorized delegate.

(e)    oversee and delegate administration and maintenance of the register of members to an authorized member of the ARF committee or other as is appropriate to fulfil the goals and obligations of GLOHW.

7.4    In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

7.5    The treasurer or authorized delegate shall;

(a)    keep the financial records, including books of account, necessary to comply with applicable Federal and Provincial Acts;

(b)    render financial statements to the directors, members and others when required.

(c)    prepare or have prepared, and submit with the approval of the directors, the Registered Charity Information Return as required under the Income Tax Act.

7.6     At its discretion, the Board may appoint any member, in good standing to an adhoc position for a period of 1 year, upon which time a review would be initiated to assess if the need remains viable.

8.1    A notice may be given to a member, either personally, by mail, by telephone, by fax, or by e-mail.

8.2    Notice of a general or annual meeting shall be given to every member shown on the register of members at least 14 days prior to the meeting.

8.3    No other person is entitled to receive a notice of the general meeting.

9.1    The fiscal year shall run from September 1st to August 31st.

9.2    The rules contained in the Robert’s Rules of Order shall govern in all cases where they do not conflict with the by-laws of GLOHW.

9.3    An executive meeting may be considered and accepted as a general meeting within the  context of these procedural by-laws.

9.4    The constitution and by-laws may only be amended by resolution and confirmed by a vote of three-quarters of the members present at any general meeting, provided the proposed amendments and notice has been given in writing or electronically to all members not less than 14 days before the meeting.

10.1    This by-law shall come into force and take effect upon the date of its passing and enactment.


President                                Secretary
R. Cramp                                P. Cramp