Hanlan By-Law No.1

A By-law regarding the organization and the transaction of the affairs of the Hanlan Boat Club, a corporation without share capital incorporated June 8, 1994 under the Ontario Corporations Act (Ontario Corporation No. 1074491

1. Name

The Club shall carry out its affairs under its incorporated name the Hanlan Boat Club (“HBC”).

2. Vision

The vision of HBC is to be the rowing club of choice in Toronto.

3. Mission

The mission of HBC is to provide the best overall member experience of any club in Toronto.

4. Objectives

The objectives of HBC are:

(i) To provide members with the opportunity to develop skills in the sport of rowing;
(ii) To acquire and maintain safe, high quality rowing equipment for the use of the membership;
(iii) To maintain an effectual physical facility which promotes rowing programs;
(iv) To develop a safe and friendly club environment which is conducive to the development of quality sweep and sculling programs and which supports the needs of all members;
(v) To establish a competitive rowing program and foster excellence in competition; and
(vi) To foster among the members, a volunteer culture for the greater benefit of HBC.

5. Head Office & Rowing Facility

The HBC rowing facility shall be located on Regatta Road off Unwin Avenue in the City of Toronto. The Head Office and the Registered Office shall be the address of the Secretary.

6. Amendment

Any change or alteration to the by-laws requires approval by at least two thirds of the votes cast by Directors in attendance at a duly constituted meeting of the Board and confirmation by at least two thirds of the votes cast by voting members in attendance at a duly constituted AGM or special meeting of HBC. Notice of the proposed change of any of the terms in the by-laws shall be included in the notice of meeting to the voting members.

7. The Relationship Between UCC, Havergal College, and the HBC

The HBC recognizes that in the early years of the club, Upper Canada College (“UCC”) and the parents of UCC student rowers were part of the development of HBC. Subsequently, Havergal College with help from affiliated masters women joined HBC. Historically, various agreements and understandings developed between the UCC and Havergal College schools (the “Schools”) and HBC with the Schools providing most of the boats and HBC providing the facilities. The HBC further recognizes that successful development of the rowing programs of HBC and the Schools has been possible through the nourishment of relationships based on goodwill, tolerance, and trust, and the three parties working together in a spirit of co-operation. The HBC shall continue such relationships including honouring in such spirit the UCC-HANLAN and the HAVERGAL COLLEGE-HANLAN agreements and understandings. Any termination or material alteration of the arrangements between the schools and HBC shall require approval by at least two thirds of the votes cast by the Directors in attendance at a duly constituted meeting of the Board.

8. Membership

(a) Eligibility

Any person who adheres to the Vision and Objectives and supports the activities of the HBC is eligible for membership.

(b) Application for Membership

(i) New Members All persons seeking membership in the HBC shall complete the HBC application form which shall be accompanied by the appropriate membership fee and which shall be presented to the Membership Committee. Any member of HBC shall have the right to communicate with the Membership Committee concerning the application of a new member.

(ii) Renewal Members Members shall apply for renewal of membership by completing the HBC application form which shall be accompanied by the appropriate membership fee and full payment of any other outstanding accounts with HBC.

(c) Categories of Membership

The following membership categories exist:

Full Member: Members who row in one of the club programs, excluding LTR.

Associate Member: Coaches, Coxswains, Officials, and School Representatives.

• School Member: Athletes in Hosted High School Programs.

Out-of-Town Member

Learn-to-Row Member

Honorary Members: Any member in good standing who has been such for twenty or more years and who has distinguished him/herself either in competition or in service to the club is eligible. In addition any person who has made an exceptional contribution or brought great honour or recognition to the HBC or the sport of rowing is eligible. It is intended that this exceptional recognition be bestowed only on rare occasions. An honorary membership may be proposed by any Member of HBC to the Board. A person is elected Honorary Member after nomination by the Board and election at the AGM. Honorary membership is for life. The member will not be liable for membership fees but will be responsible for boat storage fees and all other HBC assessments and required rowing association fees.)

(d) Voting Members

Junior, Senior, Full, Honorary and Associate members shall each be entitled to one vote.

(e) Membership List

An up to date list of all members of the HBC shall be kept by the Secretary and will be available for inspection by any member.

9. Member Meetings

(a) Annual General Meeting (“AGM”)

An AGM of the HBC shall be held in October of each year or such other time as the Board may decide. The annual report will be presented and will include a report of the Executive Committee, the Board of Directors, the Treasurer and each of the Officers and Committees as necessary. The President will conduct the discussion of new business. The Nominating committee will present the slate of nominees and conduct the election of Directors and Officers. Additional nominees for all positions except the UCC Representative, the UofT representative and the Havergal Representative may come from the floor. A simple majority of the votes cast is required for all decisions unless otherwise required by the by-laws or by law.

(b) Special Meetings

The Board at its discretion may call a special meeting for the voting members of HBC. A special meeting may also be called by a petition of ten voting members of HBC. Upon presentation of such petition, the Board must call a special meeting.

(c) Place and Notice of Meeting

The AGM and special meetings may be held anywhere in the city of Toronto. A minimum of fifteen days’ notice must be given to each voting member by personal delivery, mail, fax or e-mail to the last known postal, fax or email address of the member and the notice must indicate the general nature of the business to be conducted. A notice shall be deemed given on the day so delivered, faxed or e-mailed or if sent by mail, on the 3rd day after it is mailed.

(d) Quorum and Meeting Process

(i) For the conduct of club business, a quorum will be 20% of the voting members present at a duly constituted AGM or special meeting.

(ii) Any dispute with respect to process at any meeting of the members or the Board will be settled by reference to Roberts Rules of Order.

10. Board of Directors ('Board') and Duties

(a) Number of Directors

The Board will consist of ten eleven Directors who will concurrently be elected by the voting members of the HBC as the President, Vice President, past President, Treasurer, Secretary, Club Captain, Vice President of Development, Member at Large, the UCC Representative, the U of T representative and the Havergal Representative. The Hanlan Head Coach, Havergal College Head Coach, and UCC Head Coach will be invited by the President to meetings of the Board from time to time as advisors to the Board.

(b) Meetings of Directors

The Board will meet two or more times annually at times to be determined by the President. Meetings may also be called by any two members of the Board. A quorum for a Board meeting is six persons.

Directors may join in any meeting by telephone conference. Resolutions may also be passed and decisions confirmed by the signature of all Directors.

(c) Duties of Directors

The Board shall provide strategic direction to the HBC and supervise the management of all the HBC’s affairs. Without limiting the foregoing, the duties of the Board include:

(i) Ensure that HBC adheres to the Mission, Vision and Objectives of HBC;

(ii) Develop a Strategic Plan every two years and ensure its implementation;

(iii) Review and approve the Annual Financial Statements;

(iv) Review and approve the AOP;

(v) Fill by appointment any vacancy as occurs among the Directors, Officers or Committee Chairs caused by resignation or disability which appointments shall run until completion of the replaced Director’s, Officer’s or Committee Chairperson’s term;

(vi) In addition to the Standing Committees listed in Section 14 herein, create ad Hoc Committees as it sees fit;

(vii) Accept the slate of the Nominating Committee and present it to the AGM; and

(viii) Appoint Chairpersons to Standing and Ad Hoc Committees. Committee members may be appointed by the Chairperson in consultation with the Executive Committee or by the Board

11. Terms of Office

The term of office of the Directors and Committee Chairpersons, except the UCC Representative, the U of T representative and the Havergal Representative, will be two years. Each Director, Officer and Committee Chairperson is eligible for re-election. The term of office will commence immediately following the AGM. The President, the Vice President, and Vice President of Development will be elected in odd years. The Club Captain, the Treasurer, the Secretary and the Member at Large will be elected in even years. The UCC Representative, the U of T representative, and Havergal Representative will be nominated by the Schools and elected annually.

12. Officers' Duties

The responsibilities and duties of the elected Officers shall be those assigned by the Board from time to time and shall include:

(a) President

(i) Provide leadership and direction to the HBC’s rowing programs and supervise all aspects of the club organization and business;

(ii) Chair the Executive Committee, the Board, the AGM and Special meetings of members;

(iii) Report to the AGM with respect to HBC activities and the activities of the Board;

(iv) Approve minor unbudgeted financial expenditures;

(v) Appoint Chairs of all committees with the advice of the Board and be an ex officio member of all committees;

(vi) Sign all contracts, unless this authority is specifically delegated to another director of the club;

(vii) Vote on the Board only when necessary to break a tie; and

(viii) Represent the HBC in the community.

(b) Vice President

(i) In the absence or disability of the President, perform all of the duties and obligations of the President;

(ii) Undertake other duties which are assigned to him/her by the Executive Committee from time to time; and

(iii) Perform duties of the Secretary or Treasurer in the absence or disability of either until the Secretary or Treasurer is replaced.

(c) Vice President of Development

(i) Further the Vision and Mission of the HBC;

(ii) Development of the HBC; and

(iii) Fundraising, marketing, and membership promotion.

(d) Treasurer

(i) Maintain records of all financial transactions;

(ii) Annually prepare financial statements for presentation to the Board and the AGM;

(iii) Collect dues and other fees and disperse funds as authorized by the Board, Executive, Committee or President;

(iv) In conjunction with the Executive Committee, propose the budget for the AGM;

(v) Register all paying members and remit the appropriate fees to Rowing Canada Aviron and the Ontario Rowing Association;

(vi) Maintain a bank account in a Canadian bank or trust company, deposit all fees and other receipts to the account and countersign cheques with the President or Vice President; and

(vii) maintain HBC’s insurance policies.

(e) Secretary

(i) Keep all records including registries of directors and officers, of committees and of members and the minutes of the AGM, Special Meetings of HBC, meetings of the Board, the Executive Committee and other committees;

(ii) Register HBC with provincial and national rowing associations;

(iii) Develop and maintain HBC’s history; and

(iv) Give notices of meetings and other member communications.

(f) Club Captain

(i) Chair the Rowing Committee;

(ii) Appoint in consultation with the executive committee other members of the Rowing Committee as needed. This committee will include the Head Coach, Boat Storage Steward, Race Entry Steward, Grounds Steward, Transportation Steward, Sculling Steward, Sweep Steward and Safety Steward. If possible, the Sculling and Sweep Stewards should represent both the junior and senior members;

(iii) Maintain a record of the competitive rowing activities of HBC including the results of its members’ races at all regattas and report same to the AGM;

(iv) Obtain approval for all expenditures from the President;

(v) Support the Head Coach in his/her duties;

(vi) Annually develop an agreement with each of the schools with respect to which shells and coach boats will be available for use by HBC members; and

(vii) Assign boats to crews and coaches after consultation with the Head Coach.

13. Head Coach

The Head Coach is appointed by the Executive Committee to organize and administer the Rowing program and will:

(a) Develop training programs;

(b) Arrange for and supervise HBC coaches;

(c) Provide coaching him/herself;

(d) Attend competitions and provide appropriate race coaching and encouragement;

(d) Assist in the enforcement of HBC rules;

(e) Assist in the development of Learn to Row programs; and

(f) Make recommendations to the Captain with respect to the assignment of shells and coach boats to HBC members.

14. Committees of the Board

(a) Committees

HBC shall have the Committees with the powers and responsibilities described below. The Committees other than the Executive Committee will make recommendations to and report to the Executive Committee or the Board. All Committees will keep minutes to be filed with the Secretary.

(b) Executive Committee

The Executive Committee will be composed of the President, Vice President, Secretary, Treasurer and Club Captain. The Executive Committee will meet from time to time as necessary. A quorum for the Executive Committee is three persons. The Executive Committee is responsible for operations of the HBC and its duties include:

(i) Development of an Annual Operations Plan (“AOP”) which reflects the Boards strategic plan;

(ii) Recommend and seek approval from the Board for the AOP and implement and carry out the AOP. The AOP will include the annual budget and the rowing programs for the coming year. The annual budget will include the proposed annual dues, storage fees and other assessments and the proposed expenses. The AOP may also deal with issues with the administration of HBC property, facilities and equipment and the employment of persons necessary for management of the club including the Head Coach.

(iii) Approve major expenditures not included in the budget;

(iv) Act upon charges or complaints and have the power to discipline and expel members;

(v) Present to the Board other business as necessary for the operation of the club; and

(vi) Approve recommendations for, develop and adopt Standard Operating Procedures.

(c) Nominating Committee

The nominating committee will be composed of the Past President (Chair), a member nominated by the Board and a non Board member elected at the AGM. The nominating committee will annually create and present to the Board a slate of nominees for Directors and Officers for presentation for election at the AGM. The nominating committee shall obtain from the Schools the nominee for the UCC Representative, the U of T representative and the Havergal Representative on the Board and present in its slate of nominees the Schools nominees for those positions.

(d) Rowing Committee

The Chairperson will be the Club Captain and members will include the Head Coach, the Sweep Steward, the Sculling Steward, the Boat Storage Steward, the Race Entry Steward, the Grounds Steward, the Transportation Steward and the Safety Steward. The Committee’s responsibilities include:

(i) Supervision of all club equipment and property;

(ii) Ensuring all equipment and property is properly used and cared for and that damaged equipment and property is repaired;

(iii) The development of and support for sculling and sweep rowing at HBC (the Sweep Steward and the Sculling Steward);

(iv) Allocating storage facilities for all boats and maintaining these facilities (Boat Storage Steward);

(v) Entering all crews except for the school races in all Canadian regattas (Race Entry Steward);

(vi) Correct trailer loading of boats and transportation to regattas (Transportation Steward); and

(vii) Maintaining the property of HBC (Grounds Steward).

(e) Safety Committee

The Chairperson will be the Safety Steward and the Chairperson will appoint members as needed. The committee will develop safety rowing policies for Executive Committee and Board approval and implement and monitor these policies.

(f) Social Committee

The Chairperson will appoint members as needed. The committee will develop, promote and take responsibility for the running of social events including those which might be associated with the AGM and other activities which may be determined appropriate from time to time.

(g) Fundraising Committee

The Chairperson will be the Vice President of Development and the Chairperson will appoint members as needed. The committee will develop and implement fund raising strategies for the benefit of the club.

(h) Membership Committee

The Chairperson will be the Secretary and the Vice President will be the other member. The committee will review all applications for new membership and indicate acceptance or rejection which decision shall be communicated to the executive Committee who will have the final decision to accept or reject the application.

 15. Liability of the Directors, Officers, and Others

(a) Limitation of liability

No Director, Officer, Committee Chairperson or Committee member of the HBC shall be liable for the acts, neglects or defaults of any other director, officer, member or employee or for any loss, damage or expense occasioned by any error of judgment or oversight on his or her part ,or for any other loss damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto unless the same shall happen through the director, officer, Committee Chairperson or Committee member’s own willful neglect or default.

(b) Indemnity

Every Director, Officer, Committee Chairperson or Committee member of the HBC and his/her heirs and personal representatives shall from time to time and at all times be indemnified and saved harmless out of the funds and property of HBC from and against:

(i) all costs, charges and expenses whatsoever that such Director, Officer, Committee Chairperson or Committee member sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office; and

(ii) all other costs, charges and expenses that the Director, Officer, Committee Chairperson or Committee member sustains or incurs in or about or in relation to the affairs of the HBC; except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.

(c) Insurance

The HBC will carry public liability insurance and directors and officers liability insurance for the benefit of any person referred to in section 15(a) hereof as the board may from time to time determine.

16. Fiscal Year

The HBC’s financial year end will be Dec 31.

17. Dissolution

(a) Dissolution of the HBC requires a three quarters majority vote of the Board.

(b) The decision of the Board must be confirmed by a 2/3 majority vote of those members attending a special meeting of HBC called for the specific purpose of voting on the motion.

(c) Upon dissolution of the HBC after payment of debts and liabilities, any remaining effects will be distributed or disposed of to one or more suitable non profit organizations having similar or dissimilar objectives to the HBC selected by the Board and will not be distributed to club members.

18. Dues, Fees & Assessments

(a) The dues and fees will be determined and adjusted from time to time as deemed necessary by the Board. The dues classification will include each class of membership:

School with Summer Extension

(b) Annual membership dues and fees for boat storage are payable as of the 1st of April and provide membership and storage privileges until the 31st of the following March. All other assessments are payable as determined by the Board.

(c) A Life Membership may be purchased by a member in good standing who pays a single fee. This membership provides all club membership privileges for the life of the member. It does not include boat storage fees and
other assessments.

(d) Any member who is in arrears of any account will be neither eligible for office nor have use of HBC facilities until payment of fees.

(e) Upon payment of boat storage fees and signing boat storage agreement, boat storage space will be allocated by the Boat Storage Steward at his/her discretion.

(f) The fees for the Learn To Row Courses are determined and adjusted from time to time by the Board.

19. Resignation, Suspension & Expulsion of Members

(a) Any member may resign upon written notice to the Secretary.

(b) Any member who violates the bylaws or rules and regulations or is guilty of any misconduct against the HBC or any of its members may be disciplined, suspended for any period of time or expelled by the Executive Committee.

(c) The Secretary shall notify the member verbally and in writing at his or her last known address of the charges or complaint . The member shall be given a reasonable opportunity to answer the charges and to effect restitution. The Executive Committee shall make due and fair hearing of the member’s reply to such charges and shall make a decision with respect to discipline, suspension or expulsion.

(d) The disciplined, suspended or expelled member may appeal to the Board provided notice of such appeal is given within thirty days of suspension.

(e) A suspended or expelled member has no club privileges.

20. Club Colors, Crest & Uniforms

The HBC colours are white and navy blue. The HBC crest will be selected and adopted by the Board. The HBC racing suits will be selected from time to time by the Board and must be worn by members in all sanctioned competitions.

21. Standard Operating Procedures ('SOP')

The Board may prescribe rules, regulations and policies not inconsistent with the by-laws relating to the operations and activities of HBC which will comprise the Standard Operating Procedures of the HBC. Such rules, regulations and policies will be developed from time to time by the appropriate committee, steward or other person for submission for approval by the Executive Committee and for adoption by the Board.

This By-law Passed by the Directors of the Hanlan Boat Club and confirmed by at least two thirds of the votes cast at a special meeting of members of the Hanlan Boat Club called for the purpose of considering this By-law on April 26, 2001.