Ottawa Naturists / Naturistes de l’Outaouais

By-law Version 8

Section 1 – General

General
Definitions
Directors
Officers
Board Meetings
Management
Authorities and Responsibilities
Membership
Member Meetings
Notices
Adoption and Amendments of By-law

Section 2 – Definitions

2.01 Definitions

In this By-law of the Corporation, unless the context otherwise requires:

“Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) C15 and, where the context
requires, includes the regulations made under it, as amended or re-enacted from time to time;
“Agent” means any person who is not a Director who is assigned tasks on behalf of ON/NO by
the Board from time to time;
“Articles” means the Articles of Incorporation under the Act as approved by the Members;
“By-law” means this By-law as amended and which is, from time to time, in force and effect;
“Chair” means the chair of the Board;
“Corporation” means the corporation that has passed this By-law under the Act or that is deemed
to have passed this By-law under the Act;
“Director” means an individual occupying the position of Director of the Corporation by
whatever name he or she is called. Directors are elected by the Members to manage the business
affairs of the Club, and are collectively referred to as the Board of Directors (or Board);
“Member” means a member of the Corporation, “Members” means the collective membership of
the Corporation;
“Member in Good Standing” is a Member who has paid any applicable annual fee for the current
membership year and continues to meet the membership requirements prescribed in this
document;
“Officer” means a Director of the Corporation as appointed to the Officer role by the Board of
Directors; and
“The Club” capitalized, in this document, refers to Ottawa Naturists / Naturistes de l’Outaouais.

2.02 Interpretation

Other than as specified in Section 2.01, all terms contained in this By-law that are defined in the Act
shall have the meanings given to such terms in the Act. Words importing the singular include the plural
and vice versa, and words importing one gender include all genders. In the event of a disagreement in
interpretation between the English and the French version of this By-law, the English version shall
prevail.

2.03 Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or
enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-
law are inconsistent with those contained in the Act or the Articles, the provisions contained in the Act
or the Articles, as the case may be, shall prevail.

2.04 Seal

The seal of the Corporation, if any, shall be in the form determined by the Board.

Section 3 – Directors

3.01 Number of Directors

The number of Directors shall be as specified in the Articles of Incorporation.

Subject to the Act, the Directors of the Club shall manage or supervise the management of the activities
and affairs of the Club.

3.02 Eligibility

In addition to the requirements of the Act, only Members in Good Standing may hold office as a
Director of the Corporation.

An individual must consent in writing to hold office.

3.03 Election and Term

Directors shall be elected by the Members at each annual meeting. To allow for continuity on the
Board, normally up to half the maximum number of Directors will be elected in alternate years.

A Director’s term of office shall be two (2) years from election date, unless the Director is completing
the term to fill a vacancy.

If a Director position is vacated during the first year of the term, the Board may appoint a
replacement to serve until a replacement will be elected at the following Annual Meeting for the
balance of the term, to maintain the alternate year split.
If a Director position is vacated during the second year of the term, the Board may appoint a
replacement to complete the balance of the term.

A Director may not hold office for more than three consecutive elected terms. An appointment to a
vacant Director position shall not count toward the three term limitation.

The term of office starts as soon as the election meeting is adjourned.

If there is not a quorum of directors or if there has been a failure to elect the number or minimum
number of directors provided for in the articles, the directors then in office shall without delay call a
special meeting of the members to fill the vacancy and, if they fail to call a meeting or if there are no
directors then in office, the meeting may be called by any member.

3.04 Vacation of Board Positions

The office of a Director shall be vacated immediately unless indicated otherwise:

if the Director resigns office by written notice to the Corporation, which resignation shall be
effective at the time it is received by the Corporation or at the time specified in the notice,
whichever is later;
if the Director dies or becomes bankrupt;
if the Director is found to be incapable by a court or incapable of managing property under
Ontario law;
if, at a meeting of the Members, the Members by ordinary resolution remove the Director before
the expiration of the Director’s term of office; or
if the Director is no longer a Member in Good Standing.

3.05 Filling Vacancies

A vacancy on the Board shall be filled as follows:

if the vacancy occurs as a result of the Members removing a Director, the Members may fill the
vacancy by an ordinary resolution;
a quorum of Directors may fill a vacancy among the Directors by appointment to serve until the
following Annual Meeting at which a replacement will be elected; and
if there is not a quorum of Directors or there has been a failure to elect the number or minimum
number of Directors set out in the Articles, the Directors in office shall, without delay, call a
special meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there
are no Directors in office, the meeting may be called by any Member.

3.06 Committees/workgroups

Subject to the limitations on delegation set out in the Act, the Board may establish any committee or
workgroup it determines necessary for the execution of the Board’s responsibilities. The Board shall
determine the composition and terms of reference for any such committee or workgroup. The Board may
dissolve any committee or workgroup by resolution at any time.

3.06 Committees/workgroups

3.07 Remuneration of Directors

The Directors shall serve as such without remuneration and no Director shall directly or indirectly
receive any profit from occupying the position of Director; subject to the following:

Directors may be reimbursed for reasonable expenses they incur in the performance of their
Director’s duties;
Directors may be paid remuneration and reimbursed for expenses incurred in connection with
services they provide to the Corporation in their capacity other than as Directors, provided that
the amount of any such remuneration or reimbursement is:
i. considered reasonable by the Board;
ii. approved by the Board for payment by resolution passed before such payment is made;
and
iii. in compliance with the conflict of interest provisions of the Act.

3.08 Conflict of Interest

A Director who is a party to, or has a material interest in, a material contract or transaction or proposed
material contract or transaction with the Corporation shall make the disclosure required by the Act.
Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during
which the contract or transaction is discussed or vote on any resolution to approve any such contract or
transaction.

Section 4 – Officers

4.01 Officers

At its first meeting following the Annual Meeting of the Corporation the Board shall appoint from
among the Directors a Chair and shall appoint Directors to be President, Vice President, Treasurer and
Secretary. The office of Chair and President may be held by the same person. The Board may appoint
such other Officers and Agents as it deems necessary, and who shall have such authority and shall
perform such duties as the Board may prescribe from time to time.

4.02 Office Held at Board’s Discretion

Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall
hold office until the earlier of:

the Officer’s successor being appointed,
the Officer’s resignation, or
the Officer becoming ineligible to serve as a Director under the Act.

Removal or resignation as an Officer does not constitute removal or resignation as a Director.

Section 5 – Board Meetings

5.01 Calling of Meetings

Meetings of the Directors may be called by the Chair, President or any two Directors at any time and
any place on notice as required by this By-law.

5.02 Quorum for Board Meetings

The quorum for Board meetings is four Directors, including at least one of the President, Vice President,
Secretary, or Treasurer, except for the first meeting following the Directors’ election at the Annual
Meeting where only four Directors are required.

5.03 Participation by Telephonic or Electronic Means

A meeting of Directors may be held entirely by in-person attendance or by one or more telephonic or
electronic means or by any combination of in-person attendance and one or more telephonic or
electronic means, provided that all persons attending the meeting are able to communicate with each
other simultaneously and instantaneously. A person who, through telephonic or electronic means,
attends a meeting of Directors is deemed for the purposes of the Act to be present at the meeting.

5.04 Chair

The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall
choose one of their number to act as the Chair.

5.05 Regular Meetings

The Board may fix the place, if applicable, and time of regular Board meetings and send a copy of the
resolution fixing the place, if applicable, and time of such meetings to each Director, and no other notice
shall be required for any such meetings. The Board shall have a minimum of four (4) meetings a year.

5.06 Notice

Notice of the time and place, if applicable, for the holding of a meeting of the Board shall be given in
the manner provided in Section 10 of this By-law to every Director of the Corporation not less than
seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of
the Directors are present, and none objects to the holding of the meeting, or if those absent have waived
notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors
is present, each newly elected or appointed Board may, without notice, hold its first meeting
immediately following the annual meeting of the Corporation.

A notice of a meeting of Directors need not specify a place of the meeting if the meeting is to be held
entirely by one or more telephonic or electronic means. If the Directors may attend a meeting by
telephonic or electronic means, the notice of the meeting must include instructions for attending and
participating in the meeting by the telephonic or electronic means that will be made available for the
meeting, including, if applicable, instructions for voting by such means at the meeting.

5.07 Voting

Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of
votes cast. In case of an equality of votes, the Chair shall not have a second or casting vote and the
motion will be deemed lost.

Section 6 – Management

6.01 Banking

The Board shall by resolution from time to time designate the bank in which the money, bonds or other
securities of the Corporation shall be placed for safekeeping.

6.02 Financial Year

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

6.03 Execution of Documents

Any two of the President, Vice-President, Secretary, or Treasurer are authorized to sign contracts or
other documents on behalf of the Corporation provided they are of legal age.

Expenditure authorities are defined in the Authorities Policy and as may be modified from time to time
by Board resolution subject to Member approval.

Documents and contracts that require two signatures shall not be signed by two Directors who are in a
personal or business relationship. Monetary instruments such as cheques, shall not be signed by the
recipient.

The Board may approve the delegation of this authority in general or for specific types of documents.

Any Director or Officer may certify a copy of any instrument, resolution, By-law or other document of
the Corporation to be a true copy thereof.

6.04 Policies

The Board may, from time to time, and in accordance with the Act, develop policies in regard to the
management and operation of the Club.

Record of such policies shall be maintained by the Club and policies may be published for Member and
prospective Member viewing.

6.05 Audit

The Members at an Annual Meeting may, in accordance with the Act, pass an Extraordinary Resolution
to not have an audit or review engagement of the Corporation’s fiscal year. Such a resolution is required
each year at the Annual Meeting. In this case, a volunteer who is neither a Director nor an Officer will
be selected by the Members to carry out a fiscal review of the financial statements at the financial year
end and to report at the next Annual Meeting.

Should the fiscal reviewer selected at the AM be unable to perform or complete the fiscal review, the
Board may appoint a replacement who is neither Director nor Officer to perform or complete the fiscal
review and report at the Annual Meeting.

Section 7 – Authorities and Responsibilities

7.01 Duties

Officers shall be responsible for the duties assigned to them and they may delegate to others the
performance of any or all of such duties.

The Board may appoint from their number a managing Director or a committee of Directors and may
delegate to the managing Director or committee any of the powers of the Directors except those powers
set out in the Act that are not permitted to be delegated.

7.02 Duties of the Chair

The Chair shall perform the duties described in the Responsibilities Policy and in this By-law and such
other duties as may be required by law or as the Board may determine from time to time.

7.03 Duties of Officers

The Officers shall perform the duties described in the Responsibilities Policy and such other duties as
may be required by law or as the Board may determine from time to time.

7.04 Management Roles and Responsibilities

Other Club management roles described in the Responsibilities Policy and other such duties as may be
required by law or as the Board may determine from time to time will be assigned to Directors or agents
by the Board. Roles and Responsibilities may be split or combined as required.

7.05 Authorities

The Board, individual Directors and Members have authorities as defined in the Act and as may be
modified from time to time by the Board subject to Member approval. These Authorities are outlined in
the Authorities Policy or as the Board may determine from time to time.

7.06 Protection of Directors and Officers

Provided that they have:

complied with the Act and the Corporation’s Articles, By-law, and policies; and
exercised their powers and discharged their duties in accordance with the Act; then

no Director, Officer or committee member or Agent of the Corporation is liable:

for the acts, neglects or defaults of any other Director, Officer, committee member or Agent ofthe Corporation; or
for joining in any receipt or for any loss, damage or expense happening to the Corporationthrough the insufficiency or deficiency of title to any property acquired by resolution of theBoard for or on behalf of the Corporation; or
for the insufficiency or deficiency of any security in or upon which any of the money of orbelonging to the Corporation shall be placed out or invested; or
for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firmor Corporation with whom or which any moneys, securities or effects shall be lodged ordeposited; or
for any other loss, damage or misfortune whatever which may happen in the execution of theduties of his or her respective office or trust.

7.07 Indemnity for Directors

The Corporation shall purchase insurance to indemnify Directors provided that:

the individual acted honestly and in good faith with a view to the best interests of the Corporation;
and
if the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the
individual had reasonable grounds for believing that his or her conduct was lawful.

Section 8 – Membership

Membership in the Corporation shall consist of such persons interested in furthering the Corporation’s
purposes and who have been accepted into membership in the Corporation by resolution of the Board.
The function of acceptance into membership may be delegated as part of the Membership Roles and
Responsibilities.

8.01 Membership Application Process

Subject to Board approval, first-time applicants for membership with ON/NO will initially be accorded
the status of Provisional member and issued a Provisional membership card signifying that the holder of
the card is undergoing the process to become a Member but is not yet a Member.

Applications from applicants who are not of legal age, must be co-signed by the parent(s) or legal
guardian of the applicant to provide the Club with a record of legal consent.

To obtain a Provisional membership card, an applicant must:

complete the ON/NO Application Form; and
acknowledge and agree with the definition of naturism and the objectives of ON/NO as described in this document; and
agree to abide by the By-law of ON/NO and any policies established pursuant to this By-law and to assist the Board of Directors in upholding the By-law, and policies of ON/NO; and
pay the required annual fees.

Subject to approval by the Board, an applicant may be issued a full membership status only after
attending three (3) ON/NO events and having had the back of the Provisional membership card certified
to that effect. These events shall include at least one nude event, and one meeting which may be a
Member Meeting, a Board Meeting or an Annual Meeting. The Board can delay or refuse the issuance of
Full membership or cancel a Provisional membership should it deem that doing so is in the best interests
of the Club. If a Provisional membership is cancelled, membership fees paid with the application will
be refunded.

8.02 Cards and Expiry

All yearly memberships expire on the 31st of August. Membership cards are issued for each
membership as follows: one card for single persons, or two cards for families, couples or any two
Members having the same mailing address. Members may be asked to present a current membership
card for admission to any ON/NO event. The card remains the property of ON/NO at all times and must
be surrendered upon request.

A Provisional membership card expires within one year of issue or upon the Board’s refusal to grant full
membership.

8.03 Transfer

A membership in the Corporation is not transferable and automatically terminates if the Member resigns
or such membership is otherwise terminated in accordance with this By-law.

8.04 Award for Long and Exemplary Service

The Board may grant a lifetime waiver of the annual membership fee to a Member, in recognition of
lengthy or exemplary service to ON/NO. There shall be a limit of 5 such awards in effect at any time.

8.05 Membership Fees

The annual fees for membership in ON/NO as specified in the Fees Policy may be set by the Board, but
before coming into effect any change must be confirmed by a majority vote of members at an Annual
Meeting or at a Special Meeting called for this purpose.

8.06 Cancellation of Membership

The Board may cancel membership if:

the Member does not pay membership dues or other monies which are owed to the Club within 60
days; or
the Member’s conduct is deemed by the Board to not be in the best interests of the Club. In this case,
before cancelling the membership, the Board will provide notification of the cancellation and invite the
Member to a hearing within 15 days, to give the Member an opportunity to speak so that a fair decision
can be made. Pending the Member’s appeal, the Member shall not attend ON/NO events. If a
membership is cancelled for cause, current year’s fees paid will not be refunded.

Section 9 – Member Meetings

9.01 Regular Member Meetings

Regular Member meetings will be held at least four (4) times per year on a schedule as determined by
the Board.

Regular Member meetings shall have a business component for Member input on ON/NO business
activities. There may also be a social component to the meeting once the business part is completed.

Notifications of Member meetings shall be communicated to Members through the Club’s regular
channels of communication.

9.02 Annual Meeting

The Annual Meeting will be held in October of each year. At that meeting, the following items will
always be on the agenda:

receipt of the agenda;
receipt of the minutes of the previous Annual and subsequent special meetings;
consideration of the financial statements;
election of Board of Directors;
report of the auditor or person who has been appointed to conduct a fiscal review;
to confirm the level of fiscal review required by the Club and to appoint a reviewer to carry out the review at the end of the financial year;
review of expenditure authorization limits;
review of proposed membership fees;
such other or special business as may be set out in the notice of meeting.

A meeting of the Members may be held entirely by in-person attendance or one or more telephonic or
electronic means or by any combination of in-person attendance and one or more telephonic or
electronic means, and it must enable all persons entitled to attend the meeting to reasonably participate.
A person who, through telephonic or electronic means, votes at or attends a meeting of the Members is
deemed for the purposes of the Act to be present at the meeting.

9.03 Special Meetings

A special meeting may be called at any time by the President, by the Board, or by a written request from
at least 10% of Members in Good Standing.

A Dissolution meeting is one that would be called by the Board if the Board has resolved to permanently
end all activities of ON/NO. The procedure for Dissolution must be in accordance with the Act under
current Ontario Law.

9.04 Chair of the Meeting

The Chair shall be the chair of the Member meeting; in the Chair’s absence, the Members present at any
Member meeting shall choose another Director as chair and if no Director is present or if all of the
Directors present decline to act as chair, the Members present shall choose one of their number to chair
the meeting.

9.05 Notice

Subject to the Act not less than 10 and not more than 50 days written notice of any annual or special
Member meeting shall be given in the manner specified in the Act to each Member, each Director and to
any other person eligible to attend the meeting. Notice of any meeting where special business will be
transacted must contain sufficient information to permit the Members to form a reasoned judgment on
the decision to be taken, and state the text of any special resolution to be submitted to the meeting.

A notice of a meeting of the Members is not required to specify a place of the meeting if the meeting is
to be held entirely by one or more telephonic or electronic means. If a person may attend a meeting of
the Members by telephonic or electronic means, the notice of the meeting must include instructions for
attending and participating in the meeting by the telephonic or electronic means that will be made
available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

9.06 Right to Attend

The only persons entitled to attend a Member meeting are: the Members, the Directors, the auditor or the
person who has been appointed to conduct a fiscal review of the Corporation, if any, and others who are
entitled or required under any provision of the Act or the Articles or the By-law of the Corporation. Any
other person may be admitted only if invited by the Chair of the meeting or with the majority consent of
the Members present at the meeting.

Every Member in Good Standing is entitled to vote on any election or resolution presented at a Member
meeting. Applicants to the Club with Provisional membership may attend Member meetings but not
vote.

9.07 Voting Proxy

A Member with a right to vote may be represented by proxy by a Member in Good Standing at any
Member meeting. The proxy holder must present a signed letter of proxy from the Member he or she
represents at the meeting. A Member in Good Standing may exercise a proxy for only one (1) Member at
a meeting. A Director may exercise proxies for any number of Members.

9.08 Voting Majority

Ordinary resolutions require a simple majority of votes cast to be adopted.

Special resolutions, as required by the Act, or By-law changes require a 2/3 majority of votes cast to be
adopted.

Extraordinary resolutions, as defined by the Act, require an 80% majority of votes cast to be adopted.

9.09 Voting by Members

Business arising at any Member meeting shall be decided by a majority of votes cast unless otherwise
required by the Act or the By-law provided that:

each Member in Good Standing shall be entitled to one vote at any meeting;
votes shall be taken by a show of hands or by electronic poll among all eligible voting Members present and the Chair of the meeting shall have a vote;
an abstention shall not be considered a vote cast;
before or after a vote has been taken on any question, the Chair of the meeting may require, or any eligible voting Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the Chair of the meeting shall direct;
if there is a tie vote, the Chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
whenever a vote 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 shall be conclusive evidence of the fact without proof of the number or
proportion of votes recorded in favour of or against the motion.

9.10 Quorum

The quorum for a Member meeting is the lesser of twenty (20) or 10% of Members in Good Standing
being present or represented by proxy. If the quorum is achieved at the beginning of the meeting, the
meeting may continue and resolutions may be passed even though the quorum is not maintained later in
the same meeting. Attendance by telephonic or electronic means is deemed by the Act as being present
at the meeting. If a quorum of Members is not obtained at a meeting, and the Board deems it necessary,
they may take special measures to obtain a vote in any way that they decide is reasonable and fair. This
could mean sending ballots out with the newsletter, using a telephone survey, calling a Special Meeting
to coincide with a naturist event, or other appropriate methods, so long as the entire membership is
notified.

9.11 Minutes of Meetings

The minutes of the preceding Member meeting shall be made available for viewing at the next Member
meeting. Minutes of previous Member meetings will be made available to Members in Good Standing
upon request.

9.12 Adjournments

The Chair may, with the majority consent of any Member meeting, adjourn the same from time to time
and if a meeting of the Members is adjourned by one or more adjournments for an aggregate of less than
30 days, it is not necessary that any person be notified of the meeting that continues the adjourned
meeting, other than by announcement of all of the following at the time of an adjournment:

The time of the continued meeting.
If applicable, the place of the continued meeting.
If applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

Any business may be brought before or dealt with at any adjourned meeting which might have been
brought before or dealt with at the original meeting in accordance with the notice calling the same.

Section 10 – Notices

10.01 Service

Any notice required to be sent to any Member or Director or to the auditor or person who has been
appointed to conduct a fiscal review of the Corporation shall be delivered personally, or sent by prepaid
mail, facsimile, email or other electronic means to any such Member at the Member’s latest address as
shown in the records of the Corporation; and to such Director at his or her latest address as shown in the
records of the Corporation or in the most recent notice or return filed under the Corporations
Information Act, whichever is the more current; and to the auditor or the person who has been appointed
to conduct a fiscal review at their business address; provided always that notice may be waived or the
time for giving the notice may be abridged at any time with the consent in writing of the person entitled
thereto.

10.02 Error or Omission in Giving Notice

The accidental omission to give any notice to any Member, Director, Officer, member of a committee of
the Board or auditor or person conducting a fiscal review, if any, or the non-receipt of any notice by any
such person where the Corporation has provided notice in accordance with the By-law or any error in
any notice not affecting its substance shall not invalidate any action taken at any meeting to which the
notice pertained or otherwise founded on such notice.

Section 11 – Adoption and Amendment of By-law

11.01 Amendments to By-law

The Board may from time to time in accordance with the Act amend or repeal and replace this By-law.

The Board may make, amend, or repeal any part of this By-law except where such action would involve a change to membership fees or constitute a fundamental change as defined by Section 103 of the Act. Non-fundamental changes to the By-law take effect immediately upon approval by a 2/3 majority vote of the Board. Non-fundamental changes to the By-law must then be ratified by the membership at or prior to the next Annual Meeting or they cease to have effect.
Fundamental changes to the By-law and changes to membership fees take effect only following approval by a majority of votes cast by Members in Good Standing present or represented by proxy at an Annual Meeting or at a Special Meeting called for this purpose.

11.02 Enacted

This Ottawa Naturists / Naturistes de l’Outaouais By-law Version 8 is enacted under Section 17 of the
Act.

11.03 Date of Issue and Effective Date

September 7, 2024 by a majority vote of the Board

11.04 Date of Ratification

September 26, 2024 by a majority vote of members at a Member Meeting

11.05 Supersession

This document supersedes the Ottawa Naturists / Naturistes de l’Outaouais Rules and Bylaws Version 7
approved on October 10, 2015.

Marc Dupuis – Chair

Eric Darwin – Secretary