MASTERS SWIMMING CANADA

W H E R E A S the Corporation is the only authority specifically governing Masters Swimming in Canada.

A N D W H E R E A S the Corporation is a member of Swimming/Natation Canada which is, in turn, a member of the Aquatic Federation of Canada which is, in turn, a member of FINA;

A N D W H E R E A S the Corporation shall at all times govern itself in accordance with the rules of Swimming/Natation Canada;

Section 1 .01 Interpretation.

In this By-law, words importing the singular number shall include the plural and vice versa. Words importing the masculine gender shall include the feminine and neuter genders. References to persons shall include firms and corporations.

Section 1.02 Language.

This By-law has been drafted in English; the official French text is a translation. In the case of conflicting interpretation, the English text shall prevail.

Section 1.03 Definitions.

• "Class I Delegates" means the individuals elected or appointed by the Class I Members to represent the said Class I Members at all members' meetings.
• "Class II Delegates" means the individuals elected or appointed by the Class II Members to represent the said Class II Members at all members' meetings.
• "Class I Directors" means those individuals elected or appointed by the Class I Members to sit on the board of directors of the Corporation.
• "Club" means any organised group of persons associated for the purpose of Masters Swimming.
• "Past President" means the individual who shall have held the office of President of the Corporation immediately prior to the current President and who shall have completed his term as such.
• "PMO" means that geographically defined provincial or territorial masters swimming organisation which is a Class I Member, as expressly cited in section 2.01 hereof.
• "Swimmer" means an individual member of a Club or an individual independently registered with a PMO.
• "Voting Members" means the Class I Members.

The membership of the Corporation shall be limited to persons interested in furthering those objectives of the Corporation and shall consist of the following classes of membership:

Section 2.01 Class I Members (Provincial Masters' Organization).

• Qualification. Class I Members shall be swimming organisations from the following geographic areas, provided such swimming organisations have applied for membership and are registered with the Corporation as Class I Members from time to time:
  • British Columbia
  • Alberta
  • Saskatchewan
  • Manitoba
  • Ontario
  • Quebec
  • Newfoundland
  • Prince Edward Island
  • New Brunswick
  • Nova Scotia
  • Clubs and Swimmers from the Yukon and Northwest Territories wishing to join the Corporation shall register with the PMO located nearest to such Club or Swimmer.
• Voting. Each PMO shall appoint or elect one (1) Class I Delegate who shall also be the Class I Director elected by each such PMO pursuant to Section 4.02 herein. In accordance with Section 6.01 hereof, in the event that such Class I Director is elected by the board of directors to be President of the Corporation, then within sixty (60) days of such election by the board of directors, the PMO of such Class I Director shall elect or appoint a new Class I Director. The individuals who serve as both Class I Delegates and Class I Directors shall ensure that each function remains distinct and that, while both functions serve to represent the PMO of origin, the role of director is to be an individual function while the role of delegate is to act as a conduit for the PMO of origin.
• Term. Each PMO shall remain a member provided that it is registered with the Corporation, or until it withdraws as a member, or until its membership with the Corporation is suspended or terminated.

Section 2.02 Class II Members (Clubs).

• Qualification. Class II Members shall be all Clubs which have applied for membership and are registered with the Corporation as Class II Members.
• Voting. Each Club may elect or appoint one (1) representative who shall be entitled to attend members' meetings but such Class II Delegates shall not have the right to vote thereat. Each Club shall promptly notify the secretary of the Corporation of the name of such Class II Delegate.
• Term. Each Club shall remain a member provided that it is registered with the Corporation, or until it withdraws as a member, or until its membership with the Corporation is suspended or terminated.

Section 2.03 Class III Members (Swimmers)

• Qualification. Class III Members shall be Swimmers who have applied for membership and are registered with the Corporation as Class III Members.
• Voting. Each Swimmer shall be entitled to attend members' meetings but shall not have the right to vote thereat.
• Term. Each Swimmer shall remain a member provided that it is registered with the Corporation, or until it withdraws as a member, or until its membership with the Corporation is suspended or terminated.

Section 2.04 Fees.

There shall be no membership fees or dues unless otherwise indicated by the board of directors.

Section 2.05 Termination of Membership.

Membership in the Corporation shall be terminated if:

1. a member resigns by delivering written notice of such resignation to the secretary of the Corporation, which resignation shall take effect on delivery;
2. a member fails to pay such registration fees as may be determined from time to time by the board of directors or otherwise fails to comply with all other registration policies of the Corporation, whereupon a resolution of the board of directors confirming such termination shall be passed;
3. at a members' meeting, a resolution is passed by not less than 75% (seventy-five per cent) of the votes cast on the question of the termination of the member;
4. at a meeting of the board of directors, a resolution of the board is passed by a majority of votes cast terminating a member; or
5. a member dies or ceases to be a legal entity in good standing.

Section 3.01 Annual Meetings.

The annual meeting of members shall be held annually at such time, at such place in Canada and on such day as shall be determined by the board of directors. At the annual meeting, the most recent financial statements of the Corporation shall be reviewed, auditors shall be appointed, directors shall be elected or appointed in accordance with the provisions hereof, the directors' report shall be received and any other business transacted. All of the transactions as may properly be brought before the annual meeting in accordance with this By-law, the Canada Corporations Act and the letters patent and supplementary letters patent of the Corporation shall be done so. The members may resolve that a particular meeting of members be held outside Canada.

Section 3.02 Special Members Meetings.

Unless otherwise provided in this By-law, special members' meetings may be called by the president of the Corporation upon written request to the secretary of the Corporation, by a majority vote of the board of directors upon written request to the secretary of the Corporation, or by written request to the secretary of the Corporation of not less than 75% (seventy-five percent) of all Voting Members. Upon receipt of such request, the secretary of the Corporation shall forthwith call the special members' meeting in accordance with the provisions hereof.

Section 3.03 Notice of Annual Meetings.

Notice of the time and place of each annual meeting shall be provided to all Voting Members and directors and auditors of the Corporation as hereinafter described. Such notice shall state the general nature of the matters to be considered at the annual meeting. Notice shall be provided to the Voting Members at their last known address as indicated on the membership rolls at the head office of the Corporation by written notification and will be postmarked not fewer than fourteen (14) days prior to the annual meeting. Subject to the provisions hereof, all notices of an annual meeting will indicate that Voting Members shall be entitled to vote by proxy as described herein. All proxies must be executed in writing. A proxy holder must be a Swimmer from the PMO of the Class I Delegate who is executing the proxy.

Section 3.04 Notice of Special Members' Meetings.

Notice of the time and place of each special members' meeting of the Corporation shall be provided to all Voting Members and directors and auditors of the Corporation as hereinafter described. Such notice shall state the nature of the matters to be considered at the special members' meeting in sufficient detail to allow the Voting Members to form a reasoned judgment in respect of such matters and the notice shall include a draft copy of any resolution or by-law to be considered at such meeting. Notice shall be provided to Voting Members at their last known address indicated on the membership rolls at the head office of the Corporation by written notification and will be postmarked not fewer than fourteen (14) days prior to the special members' meeting. Subject to the provisions hereof, all notices of special members' meetings will indicate that Voting Members will be entitled to vote by proxy as described herein. All proxies must be executed in writing. A proxy holder must be a Swimmer from the PMO of the Class I Delegate who is executing the proxy.

Section 3.05 Meetings Without Notice.

Members' meetings may be held at any time and place without notice if all Voting Members waive in writing the right to notice of such members' meetings.

Section 3.06 Invalidation of Proceedings.

No error or omission in giving notice of any members' meeting or adjourned members' meeting shall invalidate such meeting or make void any proceeding taken thereat and any Voting Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any Voting Member for any members' meeting or otherwise, the address of the member shall be his last address recorded on the membership rolls at the head office of the Corporation.

Section 3.07 Quorum.

At all members' meetings, a quorum shall consist of the majority of Voting Members.

Section 3.08 Voting.

At every members' meeting, every question, unless otherwise required by the Canada Corporations Act, the letters patent, supplementary letters patent or by-laws of the Corporation, shall be determined by a majority of votes cast on the question. In the case of a tie, the chairman presiding over the members' meeting shall have the deciding vote on any such matter. Voting shall be by show of hands, except in respect of elections or in situations where a ballot is specifically requested. Any Voting Member may demand a poll and a demand for a poll may be withdrawn at any time prior to the taking thereof.

Section 3.09 Resolution.

A resolution in writing, signed by all Voting Members entitled to vote on that resolution is as valid as if it had been passed at a members' meeting.

Section 3.10 Teleconference Meetings

Upon the consent of all Voting Members, any members' meeting may be conducted by conference telephone or any other communications facility that would permit all participant Class I Delegates to hear each other simultaneously and a Class I Delegate participating in such a meeting by such means is deemed to be present at the meeting.

Section 3.11 Members' Meetings

Members of the PMO's may attend members' meetings though their votes are to be exercised by the pertinent Class I Delegate.

Section 4.01 Board Composition.

The property and business of the Corporation shall be managed by a board of directors which shall consist of not fewer than eight (8) and not greater than twelve (12) directors and shall, from time to time, consist of ten (10) Class I Directors, the President of the Corporation and the Past President. The Past President shall serve the board of directors in an ex officio capacity. The President of the Corporation, although not a Class I Director, shall be a director of the Corporation. Each director shall be a Swimmer, a "resident" of Canada as that term is defined in the Income Tax Act (Canada) and must have the power under law to contract. The applicants for incorporation shall become the first directors of the Corporation, whose term of office on the board of directors shall continue until their successors are elected. At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the letters patent of the Corporation. At no time shall any individual act as a director, excluding the Past President, of the Corporation if such individual also holds a fiduciary position or who has voting privileges as a fiduciary, a member or a member's delegate for any other national or international organisation related to aquatic sports.

Section 4.02 Directors.

Each PMO shall be entitled to appoint or elect one (1) director (a "Class I Director") to the Corporation's board of directors for the term as described herein. Such Class I Director shall take office at the board of directors' meeting immediately following such individual's election or appointment by the PMO. The PMO shall promptly notify the secretary of the Corporation of the name of such Class I Director. Such individuals shall also act as the Class I Delegates for that for the purposes of members' meetings.

Section 4.03 Term.

The term of each director shall be for a period of two (2) years to commence as described herein. Vacancies filled by the board of directors or a PMO shall only be for the time remaining in the term of office of the vacated director and the new director may be eligible for re-election. The term of office of a current Class I Director shall end at the time of adjournment of the members meeting at which new Class I Directors are elected.

Section 4.04 Powers.

The directors shall be empowered to receive and act upon all matters of termination of members, uphold by-laws of the Corporation and set policies to enable the Corporation to comply with its objects as described in its letters patent or supplementary letters patent, to recommend amendments to this By-law and other by-laws of the Corporation, to form such permanent or temporary committee as it sees fit, to administer and control monies, funds, investments and securities of the Corporation, to administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract into which the Corporation may lawfully enter, to exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do and to perform any other duties as from time to time may be in the best interests of the Corporation. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interests of the Corporation in accordance with such terms as the board of directors may prescribe. The board of directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endorsements and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

Section 4.05 Vacation of Office.

The office of director shall be vacated upon the occurrence of any of the following events:

1. the director resigns his office by delivering written notice of such resignation to the secretary of the Corporation, which resignation shall take effect upon delivery;
2. he is found by a court to be of unsound mind;
3. he becomes bankrupt or suspends payment or compounds with his creditors;
4. at a duly called meeting of the board of directors, a resolution is passed by at least 75% (seventy-five per cent) of Class I Directors, removing the said director;
5. such director is removed from office by at least 75% (seventy-five per cent) of votes cast by members at a members' meeting;
6. the director is removed as a Class I Director by the Class I Member which originally appointed or elected such individual; or
7. on death;

provided that if any vacancy shall occur for any reason in the position of a Class I Director, the PMO which originally elected or appointed such Class I Director shall fill such vacancy within sixty (60) days of notification of such vacancy, by notice to the secretary of the Corporation. Vacancies created by the vacation of office of directors other than the Class I Directors, may be filled by appointment by the board of directors.

Section 5.01 Quorum.

A majority of the board of directors shall constitute a quorum.

Section 5.02 Frequency of Meetings.

The board of directors shall meet no fewer than two (2) times in each financial year of the Corporation, which meetings shall be held at a time to be determined by the president of the Corporation.

Section 5.03 Notice.

Notice of the time and place of each board meeting shall be provided verbally or in writing by the president not fewer than seven (7) days prior to the said board meeting. This notice may be waived or the time for the sending of the notice may be waived or abridged at any time with the consent in writing of a director or upon the attendance of a director at the board meeting, provided that no board meeting may be held without the written waiver, consent or attendance in person of all directors and provided that notice by mail shall always be given not fewer than fourteen (14) days in advance.

Section 5.04 Votes.

Every director in attendance at or participating in each board meeting shall have one (1) vote, with the exception of the Past-President.

Section 5.05 Place of Meetings.

Board meetings shall be held at the head office of the Corporation or elsewhere as the president may determine. Upon the consent of all directors, any board meeting may be conducted by conference telephone or any other communication facility that would permit all participant directors to hear each other simultaneously and a director participating in such a meeting by such means is deemed to be present at the meeting. Minutes of each board meeting shall be taken by the secretary of the Corporation.

Section 5.06 Chairman.

The president, or in his absence, the vice-president, shall preside over all board meetings as chairman.

Section 5.07 Votes to Govern.

At all board meetings, every question, except those regarding by-laws, as noted in 11.01, shall be decided by a majority of votes cast unless otherwise specified herein. If the vote is tied, the question shall be deemed to be defeated.

Section 5.08 No Proxies.

Voting Directors shall be entitled to vote by proxy as described herein. All proxies must be executed in writing. A proxy holder must be a Class 3 member from the PMO of the Class 1 Director for whom the proxy is being executed.

Section 5.09 Invalidation.

No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any director, the address of the director shall be his last address recorded on the books of the Corporation.

Section 5.10 Remuneration.

Directors shall not receive any remuneration or any profit from their position as directors either directly or indirectly, other than reimbursement for reasonable disbursements, disbursements for travelling and other expenses reasonably incurred in discharging the office of director.

Section 5.11 Resolution.

A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of the board of directors or committee of directors, is as valid as if it had been passed at a meeting of the board of directors or committee of directors.

Section 6.01 Composition.

The officers of the Corporation shall be the president, the vice-president, the secretary, the treasurer, and any such officers as the board of directors may by by-law determine. Any two (2) offices may be held by the same person. Officers must be:

1. a member of the Corporation; and
2. a director of the Corporation or the incumbent President.

Section 6.02 Manner of Appointment.

The board of directors shall within thirty (30) days after the annual meeting of members of the Corporation elect the officers using the procedures in 8.03 (10) Nominating Committee.

Section 6.03 Term.

All officers of the Corporation shall hold office for a term of two (2) years from the date of appointment or election or until their successors are elected or appointed in their stead. Any vacancy occurring in respect of any office may be filled at any time by the board of directors. The person elected to fill the vacated office shall serve for the balance of the term of the person who is being replaced. At the time of the election to the vacated office, the Board shall decide whether the person elected shall be eligible to be elected for either one or two additional terms. No person may hold the same office for more than two (2) consecutive terms. The term of office of officers of the Corporation shall end at the adjournment of the board meeting at which election of successor officers takes place.

Section 6.04 President.

The president shall preside over all members' meetings and meetings of the board of directors. He shall oversee the general and active management of the affairs of the Corporation. He shall see that all orders and resolutions of the board of directors are carried into effect.

Section 6.05 Vice-President.

The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him by the board of directors.

Section 6.06 Treasurer.

The treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at a regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation. He shall also perform such other duties as may from time to time be directed by the board of directors. In the performance of his duties, the Treasurer may enlist the assistance of a bookkeeper who is eligible to receive a stipend for this work. The appointment of any individual to assist the Treasurer shall be subject to the approval of the Board in each and every case. Furthermore, the Treasurer shall not delegate his signing authority.

Section 6.07 Secretary.

The secretary shall carry on the affairs of the Corporation generally under the supervision of the officers thereof and shall attend all members' meetings, board of directors' meetings and executive committee meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give or cause to be given narratives of all meetings of the members and of the board of directors and shall perform such other duties as may be prescribed by the board of directors or president, under whose position he shall be. He shall be custodian of the seal of the Corporation which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

Section 6.08 Other.

The duties of all other officers of the Corporation shall be such as the term of their engagement call for or the board of directors requires of them.

Section 6.09 Remuneration.

Officers shall not receive any remuneration or any profit from their position as officers either directly or indirectly, other than reimbursement for reasonable disbursements, disbursements for travelling and other expenses reasonably incurred in discharging such office.

Section 6.10 Vacation of Office.

The office of an officer shall be vacated upon the occurrence of any of the following events:

1. an officer resigns by delivering a written notice of such resignation to the secretary of the Corporation, which resignation shall take effect upon delivery;
2. he is found by a court to be of unsound mind;
3. he becomes bankrupt or suspends payment or compounds with his creditors;
4. on the death of such individual; and
5. if at a duly called board meeting, a resolution is passed by at least 75% (seventy-five per cent) of votes cast, removing the officer.

Section 7.01 Composition.

The executive committee shall consist of the president, the vice-president, treasurer and secretary.

Section 7.02 Powers.

The executive committee shall exercise such powers as are authorized by the board of directors and shall be responsible for the transaction of all business requiring the attention of the Corporation between meetings of the board of directors.

Section 7.03 Quorum.

A majority of members of the executive committee shall constitute a quorum.

Section 7.04 Notice.

Meetings of the executive committee may be called by the president verbally or in writing and on not fewer than seventy-two (72) hours notice, except in the case of notice which is mailed. This notice may be waived or the time for the sending of notice may be waived or abridged at any time with the consent in writing of the members of the executive committee or upon the attendance of a member of the executive committee at the meeting of the executive committee, provided that no meeting of the executive committee may be held without written waiver, consent or attendance in person of all members of the executive committee and provided that any notice by mail shall always be given not fewer than fourteen (14) days in advance.

Section 7.05 Chairman.

The president, or in his absence, the vice-president, shall be the chairman of any meetings of the executive committee.

Section 7.06 Votes.

Each member of the executive committee, including the chair, shall be entitled to one (1) vote at all meetings of the executive committee. Every question shall be decided by a majority of votes cast. In the event of a tied vote, the motion shall be automatically referred to the board to be dealt with at the next board meeting.

Section 7.07 Invalidation.

No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee shall invalidate such meeting or make void any proceedings taken thereat and any member of the executive committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member of the executive committee for any meeting or otherwise, the address of the members of the executive committee shall be his last address recorded on the books of the Corporation.

Section 7.08 Remuneration.

Members of the executive committee shall not receive any remuneration or any profit from their position as members of the executive committee either directly or indirectly other than reimbursement for reasonable disbursements, disbursements for travelling and other expenses reasonably incurred in discharging their office.

Section 7.09 Vacation of Office.

The office of an executive committee member shall be automatically vacated if:

1. the individual resigns by delivering a written notice of such resignation to the secretary of the Corporation, which resignation shall take effect upon delivery; and
2. at a duly called meeting of the board of directors, a resolution is passed by at least 75% (seventy-five per cent) of votes cast, removing the said member of the executive committee.

Section 8.01 Committees

The following shall apply in respect of all standing committees and ad hoc committees:

1. all committees shall serve at the pleasure and discretion of the board of directors, in the case of standing committees, and of the executive committee in the case of ad hoc committees;
2. all standing committees shall have membership approved by the Board of Directors or by the executive committee, in the case of ad hoc committees.
3. The executive committee shall review the composition of the committees annually and make recommendations to the board.
4. All committees shall report to the annual general meeting.

Section 8.01 Composition.

Composition: The standing committees of the Corporation shall be enumerated below or as struck by the board of directors and wherever possible, each committee shall have representation from across Canada.

1. By-laws
2. Finance
3. Rules
4. Championship
5. Fitness
6. Awards
7. Publications and Communications
8. Coaching
9. Officials
10. Nominating
11. Marketing

Section 8.03 Powers and Duties

1. By-Laws. The committee shall recommend, maintain and update rules and operating procedures of the board of directors and review and recommend revisions to the Corporation's by-laws as they are required.
2. Finance. The committee shall review, update and recommend policies regarding the expenditures, management of finances and budget of the board of directors and of the Corporation generally.
3. Rules. The committee shall review, update and recommend revisions to the Corporation=s Competition rules, Canadian Championship rules, Open Water Swimming rules, Masters Swimming Canada Adapted Swimming guidelines.
4. Championship. The committee shall review provincial bids for Canadian National Championship meets, make recommendations to the Board of Directors in respect thereof and to communicate with the chairpersons of organizing committees and meet managers of Canadian Championships in respect to the implementation of rules, conditions and agreements set forth by the Corporation. The committee shall review, update and recommend revisions to the Corporations' Rules and Regulations regarding MSC Records and Top 20.
5. Fitness. The committee shall research, collect and prepare for publication, information in the categories of health, safety and medicine for the benefit of Swimmers.
6. Awards. The committee shall collect and assess submissions of achievements of Swimmers from across Canada and organise the presentation ceremony at the Canadian Championships.
7. Publications and Communications. The committee shall collect and assemble relevant material for publication, distribution and communications to Clubs and Swimmers. This committee will be comprised of sub-committees directed towards the development of publications for Clubs and Swimmers.
8. Coaching. The committee shall develop and implement a technical program for the training and education of Canadian coaches in respect of Swimmers and to develop and establish technical standards and procedures for coaching Swimmers of all Masters age groups.
9. Officials. The committee shall develop a program of standards and training of deck officials from among Swimmers capable of administering Masters meets.
10. Nominating. There shall be a standing nominating committee of three (3) members. None of the members of the nominating committee shall be standing for election to officer positions. The committee shall be struck at each AGM.
    • (a) Composition. The committee shall be composed of the most immediately available Past-President as chair, the current President, if he or she is not standing for re-election, and one other person chosen by mutual agreement by the first two. If any of the above are standing for election to any officer position, the Board will appoint any necessary replacements.
    • (b) Process:
      • (i) Call for Nominations: As soon as possible after the formation of the Nominating Committee, this committee shall meet.
      • (ii) Nomination Deadline: Nominations shall be received by the Nominating Committee by the end of the Annual General Meeting. If nominations for all vacant positions have not been received by such time, the deadline may be extended.
      • (iii) Nomination Process
        • A. Six (6) months prior to the vote, the Nominating Committee shall send out a request for nominations for upcoming vacant positions.
        • B. The Nominating Committee shall encourage likely candidates to allow their names to stand in nomination.
        • C. The Committee shall examine nominations received with the goal of achieving regional, gender, and experience representation in the Officers.
        • D. Persons allowing their names to stand in nomination shall complete a nomination form.
        • E. Completed forms received by the Nominating Committee shall be distributed among all Directors at the AGM prior to the Directors' meeting at which the election of officers takes place.
    • (c) Election:
      • (i) In the event that there is only one director standing for each Officer position, there is no need for an election, and each would be acclaimed;
      • (ii) The order of election should proceed as President, Vice-President, Treasurer, Secretary. Any candidate not elected for a position shall be eligible to be nominated to a subsequent position;
      • (iii) Ballots shall be prepared by the Nomination Committee, and its Chair should act as returning officer;
      • (iv) Ballots are secret;
      • (v) A motion to destroy the ballots following the election shall be in order.
11. Marketing. The committee shall promote and market the image of Swimmers for the benefit of recruitment of such Swimmers and the advancement of the Corporation's programs.

Section 8.04 Specific Terms of Reference for Standing Committees

In addition to those general terms of reference enumerated below, the following terms of reference shall apply:

1. The finance committee shall at all times be chaired by the treasurer of the Corporation.
2. Each committee should either
   • a) have a Board member on the committee or
   • b) report to a Board member, who would represent this committee in Board meetings.

Section 8.05 Ad Hoc Committees.

The executive committee or the members may from time to time create ad hoc committees on such terms and conditions as they deem necessary.

Section 9.01 Limitation of Liability.

No director or officer of the Corporation shall be liable for the acts or omissions of any other director or officer or employee of the Corporation or for any loss, damage or expense suffered by the Corporation through the insufficiency or deficiency of title to any property acquired by order of the board of directors, or in respect of any deficiency of any security in or upon which any monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited or for any loss occasioned by any error of judgment or oversight on his part, or for any loss or damage which may occur in the execution of the duties of his office, in relation thereto or in respect of any other act or omission of a director in his capacity as such causing loss, damage or expense, unless the same shall happen through his own wilful neglect or default.

Section 9.02 Indemnity.

Every director and officer of the Corporation and his heirs, executors, administrators and estates shall from time to time and at all times be indemnified and saved harmless by the Corporation from and against all costs, charges and expenses that such director or officer sustains or incurs by way of action, suit or proceeding commenced against him or in respect of any acts, deeds, matters or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office, except such costs, charges or expenses which are occasioned by his own wilful neglect or default.

Section 9.03 Insurance.

The Corporation may purchase and maintain such insurance for the benefit of the directors and officers of the Corporation, as the board of directors may determine from time to time.

Section 10.01 Interest in Contracts.

Subject to compliance with the Canada Corporations Act and the applicable provisions of the by-laws of the Corporation, no director, officer or member of the executive committee shall be disqualified from such position by reason of contracting with the Corporation, nor shall any contract or arrangement entered into, by or on behalf of the Corporation, with any director, officer or member of the executive committee (or in which such contract or arrangement any such individual is in any way interested) be subject to avoidance. No director, officer or member of the executive committee so contracting or being so interested shall be liable to account to the Corporation or any of its members for any profit realised by any such contract or arrangement, by reason of such director, officer or member of the executive committee holding such office or the fiduciary relationship resulting therefrom, subject to compliance with the Canada Corporations Act and the applicable provisions of the by-laws of the Corporation.

Section 10.02 Declaration of Interest.

Every director, officer or member of the executive committee who is in any way, either directly or indirectly interested in a contract or arrangement or a proposed contract or a proposed arrangement with the Corporation, shall declare such interest to the extent and in the manner required by the Canada Corporations Act and any by-law of the Corporation and shall refrain, to the extent required by the Canada Corporations Act or the by-laws of the Corporation, from voting in respect of the contract or arrangement or proposed contract or proposed arrangement.

Section 11.01 Creation of By-Laws.

The board of directors may from time to time make by-laws not contrary to the letters patent of the Corporation or may formulate, amend, vary or repeal the same. Such repeals, amendments or variations must be confirmed or approved by a vote of two-thirds of the members of the Corporation at a members' meeting.

Section 11.02 Repeal and Amendment.

No repeal, amendment or variation in respect of this by-law or any subsequent repeal, amendment or variation of this by-law shall be enforced or acted upon until it has received the approval of the Minister of Industry Canada, Corporations Canada.

Section 12.01 Designation.

The fiscal year end of the Corporation shall be December 31.

Section 13.01 Location.

The Board shall establish the address of the corporation from time to time based on the location of the Executive Secretary.

Section 14.01 Execution of Instruments.

Contracts, agreements, deeds, leases, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, leases and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures, or other securities, agencies, powers of attorney, instruments of proxy, voting certificates, returns, documents, reports, or any other instruments in writing to be executed by the Corporation shall be executed by any two (2) of the President, Vice-President and Treasurer and the corporate seal may be affixed to instruments in writing as aforesaid. In addition, the board of directors may from time to time direct the manner in which the person or persons by whom any particular instrument or class of instruments may or shall be signed. The directors may give the Corporation's power of attorney to any registered dealer in securities for the purposes of transferring and dealing with any stocks, bonds and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

Section 15.01 Designation.

At each annual meeting of the Corporation, the Voting Members shall appoint an auditor to audit the accounts of the Corporation for report to the members at the next annual meeting and to hold office until the next annual meeting, provided that the board of directors may fill any vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.

Section 16.01 Seal.

The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.

NOTE: IN THIS BY-LAW "MEMBER" REFERS TO all categories of members in Masters Swimming Canada, as well as to all individuals engaged in activities with or employed by MSC, including, but not limited to, athletes, coaches, officials, volunteers, directors, officers, team managers, team captains, medical and paramedical personnel, administrators and employees including contract personnel; "Appellant" refers to the member appealing a decision; and "respondent" refers to the body whose decision is being appealed.

Section 17.01 SCOPE OF APPEAL

1. Any member of MSC who is affected by a decision of the Board of Directors, of any Committee of the Board of Directors, or of any body or individual who has been delegated authority to make decisions on behalf of the Board of Directors, shall have the right to appeal that decision, provided there are sufficient grounds for the appeal as set out in Section 5 of this policy. Such decisions may include, but are not limited to, employment, contract matters, harassment, selection and discipline.
2. This policy shall not apply to matters relating to the rules of the swimming, which may not be appealed.

Section 17.02 TIMING OF APPEAL

1. 1. Members who wish to appeal a decision shall have twenty-one (21) days from the date on which they received notice of the decision, to submit written notice of their intention to appeal, along with detailed reasons for the appeal, to the President of MSC.
2. 2. Any party wishing to initiate an appeal beyond the twenty-one (21) day period must provide a written request stating reasons for an exemption to this requirement. The decision to allow, or not allow an appeal outside the twenty-one (21) day period shall be at the sole discretion of the President of MSC.

Section 17.03 GROUNDS FOR APPEAL

1. A decision cannot be appealed on its merits alone. An appeal may be heard only if there are sufficient grounds for the appeal. Sufficient grounds include the respondent:
   • a) making a decision for which it did not have authority or jurisdiction as set out in governing documents;
   • b) failing to follow procedures as laid out in the bylaws or approved policies of MSC;
   • c) making a decision which was influenced by bias, where bias is defined as a lack of neutrality to such an extent that the decision-maker is unable to consider other views;
   • d) exercising its discretion for an improper purpose;
   • e) making a decision which was grossly unreasonable.

Section 17.04 SCREENING OF APPEAL

1. Within seven (7) days of receiving the notice of appeal, the President of MSC shall decide whether or not the appeal is based on one or more of the categories of possible errors by the respondent as set out in Section 5. The President of MSC shall not determine if the error has been made, only if the appeal is based on such an allegation of error by the respondent. In the absence of the President of MSC, an ad-hoc committee shall perform this function.
2. If the appeal is denied on the basis of insufficient grounds, the Appellant shall be notified of this decision in writing, giving reasons. This decision is at the sole discretion of the President of MSC, or designate, and may not be appealed.

Section 17.05 APPEALS PANEL

1. If the President of MSC is satisfied that there are sufficient grounds for an appeal, within fifteen (15) days of having received the original notice of appeal the executive shall establish an Appeals Panel (the "Panel") as follows:
   • a) The Panel shall be comprised of three (3) individuals who shall have no significant relationship with the affected parties, shall have had no involvement with the decision being appealed, and shall be free from any other actual or perceived bias or conflict.
   • b) At least one (1) the Panel members shall be from among the Appellant's peers.
   • c) The Appellant shall be given the opportunity to recommend the peer member on the Panel, provided that member satisfies criteria a) above.
   • d) Should the Appellant not recommend the Panel member as set out in c) above within five (5) days, the President shall appoint the peer member of the Panel.

Section 17.06 PRELIMINARY CONFERENCE

1. The Panel may determine that the circumstances of the dispute warrant a preliminary conference:
   • a) The matters which may be considered at a preliminary conference include date and location of hearing, timelines for exchange of documents, format for the appeal, clarification of issues in dispute, any procedural matter, order and procedure of hearing, remedies being sought, identification of witnesses, and any other matter which may assist in expediting the appeal proceedings.
   • b) The Panel may delegate to its Chairperson the authority to deal with these preliminary matters.

Section 17.07 PROCEDURE FOR THE APPEAL

1. The Panel shall govern the appeal by such procedures as it deems appropriate, provided that:
   • a) The appeal hearing shall be held within twenty-one (21) days of the Panel appointment.
   • b) The Appellant, respondent and affected parties shall be given fourteen (14) days written notice of the date, time and place of the appeal hearing.
   • c) The Panel members shall select from themselves a Chairperson.
   • d) A quorum shall be all three (3) Panel members.
   • e) Decisions shall be by majority vote, where the Chairperson carries a vote.
   • f) Copies of any written documents which any of the parties would like the Panel to consider shall be provided to the Panel, and to all other parties, at least five (5) days in advance of the hearing.
   • g) Any of the parties may be accompanied by a representative or advisor, including legal counsel
   • h) The Panel may direct that any other individual participate in the appeal.
   • i) In the event that one (1) of the Panel members is unable or unwilling to continue with the appeal, the matter will be concluded by the remaining two (2) Panel members.
   • j) Unless otherwise agreed by the parties, there shall be no communication between Panel members and the parties except in the presence of, or by copy to, the other parties.
2. In order to keep costs to a reasonable level the Panel may conduct the appeal by means of a conference call or video conference.

Section 17.08 APPEAL DECISION

1. Within seven (7) days of concluding the appeal, the Panel shall issue its written decision, with reasons. In making its decision, the Panel shall have no greater authority than that of the original decision-maker. The Panel may decide:
   • a) To void or confirm the decision being appealed;
   • b) To vary the decision where it is found that an error occurred and such an error cannot be corrected by the original decision-maker for reasons which include, but are not limited to, lack of clear procedure, lack of time, or lack of neutrality;
   • c) To refer the matter back to the initial decision-maker for a new decision; and
   • d) To determine how costs of the appeal shall be allocated, if at all.
2. A copy of this decision shall be provided to each of the parties and to the President of MSC.
3. If the circumstances of the dispute are such that this policy will not allow a timely appeal, the Panel may direct that these timelines be abridged. If the circumstances of the disputes are such the appeal cannot be concluded within the timelines dictated in this policy, the Panel may direct that these timelines be extended.

Section 17.09 DOCUMENTARY APPEAL

Any party to the appeal may request that the Panel conduct the appeal by way of documentary evidence. The Panel may seek agreement from the other parties to proceed in this fashion. If agreement is not forthcoming, the Panel shall decide whether the appeal shall proceed by way of documentary evidence or in-person hearing.

Section 17.10 ARBITRATION

1. All differences or disputes shall first be submitted to appeal pursuant to the appeal process set out in this policy. If any party believes the Appeal Panel has made an error such as those described in Section 5 of this Policy, the matter shall be referred to arbitration, such arbitration to be administered under the Alternate Dispute (ADR) Program for Amateur Sport and its Rules of Arbitration, as amended from time to time.
2. Should a matter be referred to arbitration, all parties to the original appeal shall be parties to the arbitration.
3. The parties to an arbitration shall enter into a formal Arbitration Agreement and the decision of any arbitration shall be final and binding and not subject to any further review by any court of competent jurisdiction or any other body.

Section 17.11 LOCATION AND JURISDICTION

1. Any appeal shall take place via conference call or may be held elsewhere as may be decided by the Panel as a preliminary matter.
2. No action or legal proceeding shall be commenced against MSC in respect of a dispute, unless MSC has refused or failed to abide by the provisions for appeal and/or arbitration of the dispute, as set out in this policy.