Amended February 11, 2005
Approved March 5, 2005

ARTICLE I

GENERAL

1.1 Purpose – These by-laws relate to the general conduct of the affairs of Ontario Cycling Association Incorporated, a corporation incorporated under the Ontario Corporations Act and referred to as the "Corporation" in these Bylaws.

1.2 Definitions – The following terms have the meanings in these By-laws:

1.3 Interpretation – Words stating the singular shall include the plural and vice-versa, and words stating a gender shall include the other gender as well as Clubs.

1.4 Conduct of Meetings – Unless otherwise specified in the Act or these By-laws, meetings of Members and meetings of the Board shall be conducted according to Perry's Call to Order (ISBN 0-9691683-0-6).

2.1 The Corporation has six (6) categories of membership:

2.2 Individual Member – An Individual Member is an individual who has paid membership dues and who, if in good standing, has one (1) vote in the affairs of the Corporation and is eligible to be nominated for election or appointment as a Director or officer of the Corporation.

2.3 Event Member – An Event Member is an individual who has paid membership dues in order to participate in a specific event of the Corporation and who has no vote in the affairs of the Corporation.

2.4 Member Club – A Member Club is a Club which has paid membership dues, which has as its own members at least five Individual Members, which has by-laws and policies that are consistent with those of the Corporation, and which has one vote in the affairs of the Corporation to be exercised by the Club's delegate. Subject to the preceding sentence and Subsection 2.18(c), not all members of a Member Club need to be Individual Members of the Corporation, and membership in a Member Club does not confer membership in the Corporation.

2.5 Associate Member – An Associate Member is an individual member of a Club who has paid membership dues, and who has no vote in the affairs of the Corporation.

2.6 Associate Business Member – A business which supports the aims of the Corporation, which has paid membership dues and which has no vote in the affairs of the Corporation.

2.7 Honourary Member – Upon nomination by the Board, the Members may by Special Resolution designate as an Honourary Member any individual or organization which has provided outstanding service to the Corporation or to cycling in Ontario. Honourary Members pay no membership dues and have no vote in the affairs of the Corporation.

2.8 No individual, Club, team or business shall be admitted as a Member unless:

2.9 Year – Unless otherwise determined by the Board, the membership year of the Corporation is the calendar year.

2.10 Dues – Membership dues for all categories of members shall be determined by the Board.

2.11 Deadline – The Board shall determine the deadline date by which membership dues must be paid.

2.12 Resignation – A Member may resign from the Corporation by giving written notice to the Board, except as stated in Clause 2.14.

2.13 May Not Resign – A Member may not resign from the Corporation when the Member is subject to a disciplinary investigation or proceeding of the Corporation.

2.14 Arrears – A Member may be suspended from the Corporation for failing to pay membership dues by the deadline date prescribed by the Board. Should membership dues remain unpaid for an additional thirty (30) days, the Member may be suspended or expelled from the Corporation at the discretion of the Board.

2.15 Discipline – In addition to suspension or expulsion for failure to pay membership dues, a Member may be suspended or expelled from the Corporation, or have other membership restrictions or sanctions imposed upon him, in accordance with the Corporation's policies and procedures relating to discipline of Members.

2.16 Cease to Be a Member – Any Member which is not an individual shall cease to be a Member upon its dissolution or winding up of its affairs.

2.17 Discretionary – A Member of the Corporation shall, in the discretion of the Board, be deemed by the Board not to be in good standing in the event that:

2.18 Non-Discretionary – A Member of the Corporation shall be deemed not to be in good standing in the event that:

2.19 Cease to be in Good Standing – Members who cease to be in good standing shall not be entitled to vote at meetings of Members and shall lose all Member privileges until such time as the Board is satisfied that the Member is in good standing. A Member who is not in good standing may not be a Director.

3.1 Directors – The Board shall consist of seven (7) directors, comprised of:

3.2 Powers of the Corporation – Except as otherwise provided in the Act, the Letters Patent or these By-laws, the Board has the powers of the Corporation.

3.3 Managing the Affairs of the Corporation – The Board may make policies and procedures for managing the affairs of the Corporation in accordance with the Act, the Letters Patent and these By-laws. These policies and procedures shall be published in a Policy Manual.

3.4 Discipline – The Board may make policies and procedures regarding the discipline of Members, and shall have the authority to discipline Members in accordance with such policies and procedures.

3.5 Dispute Resolution – The Board may make policies and procedures relating to management of disputes within the Corporation and all disputes shall be dealt with in accordance with such policies and procedures.

3.6 Employment of Individuals – The Board may employ or engage under contract such individuals as it deems necessary to carry out the work of the Corporation.

3.7 Eligibility for nomination (General) – Individual Members in good standing who are eighteen (18) years of age or older, who have the power under law to contract, who are not undischarged bankrupts and who are residents of Ontario may be nominated for election as a Director subject to subsection 3.7(a).

3.8 Nomination – A nomination for election as a Director shall be in writing and shall:

3.9 Election – The election of Directors shall take place as follows:

3.10 Start of Term – Directors who are elected or acclaimed shall begin their terms immediately following the relevant General Meeting.

3.11 Length of Term – Subject to Section 3.12, the Directors who are the President and Vice-Presidents and Club Liaison and the past-President shall serve terms of two (2) years.

3.12 Election of Directors – Subject to Subsections 3.12(b) and (c) hereof, the President and the Vice-President High Performance and the Club Liaison shall be elected at the Annual General Meeting in years ending in an odd number and the Vice-President Finance and Administration, the Vice-President Development and the Vice-President BMX shall be elected at the Annual General Meeting in years ending in an even number provided that:

3.13 Resignation – A Director may resign from the Board at any time by presenting his notice of resignation to the Board.

3.14 Vacate Office – The office of any Director shall be vacated automatically if the Director, without reasonable excuse, fails to attend two (2) consecutive meetings of the Board or fails to attend four (4) meetings in any twelve-month period.

3.15 Vacancies – So long as there is a quorum of Directors in office, any vacancy occurring in the Directors may be filled for the remainder of the term by the Directors then in office.

3.16 Removal – A Director may be removed by Special Resolution of the Members in a General Meeting, provided the Director has been given notice of and the opportunity to be present and to speak at the General Meeting. The Members may, by majority of votes cast at that meeting, elect any person in the removed Director's stead.

3.17 Number of Meetings – The Board shall hold at least two (2) meetings per year.

3.18 Call of Meeting – The meetings of the Board shall be at the call of the President, or if four (4) Directors make a written request to the President to call a meeting.

3.19 Notice – Written notice of Board Meetings shall be given to all Directors at least five (5) days prior to the date of the meeting.

3.20 Quorum – A quorum for Board meetings shall be four (4) Directors.

3.21 Chair – If the President is absent from the meeting, the Vice-President Finance and Administration shall chair the meeting. In the absence of the Vice-President Finance and Administration, the Board shall appoint from among its members a Director to chair the meeting.

3.22 Voting – Unless specified otherwise, questions shall be decided by majority vote, where the Chair of the meeting carries a vote and where a tie vote shall fail. Voting shall be by show of hands unless a Director requests a secret ballot.

3.23 Meetings by Telephone or Other Telecommunications Technology – A Meeting of the Board or any committee may be held by telephone conference call or by means of telecommunications technology which permits each participant to communicate simultaneously with all other participants.

3.24 Officers – The Officers of the Corporation are the President, the Vice-President Finance and Administration, the Vice-President Development, the Vice-President High Performance and the Vice-President BMX .

3.25 Duties – The duties of Officers are as follows:

3.26 Vacancy – Subject to Section 3.15, where the position of an Officer becomes vacant for any reason, the Board may appoint a qualified individual to fill the vacancy for the remainder of the relevant term.

3.27 Executive Committee – The Executive Committee shall be comprised of the President, the Vice-President Finance and Administration, the Vice-President Development and the Vice-President High Performance. The Executive Committee shall have the authority to oversee the implementation of Board policies during intervals between meetings of the Board, and shall perform other duties as are prescribed by these By-laws or may be prescribed from time to time by the Board. The quorum of the Executive Committee shall be a majority of its members.

3.28 Other Committees – The Board may appoint such other committees as it deems necessary for managing the affairs of the Corporation and may appoint members of committees or provide for the election of members of committees, may prescribe the duties of committees, and may delegate to any committee any of its powers, duties and functions except where prohibited by the Act, the Letters Patent or these By-laws. The President or his or her designate shall be a non-voting member of all committees.

3.29 Quorum – A quorum for any committee shall be the majority of its voting members.

3.30 Vacancy – When a vacancy occurs on any committee, the Executive Committee may appoint an individual to fill the vacancy for the remainder of the committee's term, provided this individual satisfies any qualifications for committee membership as specified in the Corporation's policies and procedures.

3.31 Removal – The Board may remove any member which it has appointed to any committee.

3.32 Chair and Voting – Each committee shall elect its own chair. Committees shall make decisions by majority vote and the committee chair shall not have a second or casting vote.

3.33 Number of Meetings – The committees shall hold at least four (4) meetings per year.

3.34 All Directors, Officers and members of committees shall serve their term of office without remuneration except for reimbursement of pre-approved reasonable expenses and allowances in accordance with policies approved by the Board.

3.35 A Director, Officer or member of a committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Corporation shall disclose fully and promptly the nature and extent of such interest to the Board or committee, as the case may be; shall refrain from voting or speaking in debate on such contract or transaction; shall refrain from influencing the decision on such contract or transaction; and shall otherwise comply with the requirements of the Act regarding disclosure of interests in contracts.

4.1 Types of Meetings – General Meetings shall include Annual General Meetings and Special General Meetings.

4.2 Notice – Written notice of General Meetings shall be given to all Members at least ten (10) days prior to the date of the meeting.

4.3 Annual General Meeting – The Corporation shall hold an Annual General Meeting at such time and place as may be determined by the Board, at least once every calendar year and not more than fifteen (15) months after the adjournment of the previous Annual General Meeting.

4.4 Special General Meeting – A Special General Meeting of the Members may be called at any time at the discretion of the Board or upon the written requisition of ten (10) percent or more of the voting Members of the Corporation.

4.5 Quorum – Quorum at a General Meeting shall be one (1) percent of voting Members or twenty (20) voting Members, whichever is less.

4.6 Business at Meetings – The report of the Auditor, the presentation of financial statements, the appointment or re-appointment of the Auditor and the report of the Directors to the Members shall be conducted at the Annual General Meeting. Any other business including Ordinary Resolutions and Special Resolutions may be conducted at the Annual General Meeting or at Special General Meetings.

4.7 Voting – Unless specified otherwise, questions shall be decided by Ordinary Resolution, where a tie vote shall fail. An abstention from voting shall not be counted as a vote. Voting shall be by show of hands, unless a majority of the members approves a secret ballot. the chair of the meeting shall not have a second or casting vote. Voting by proxy shall be permitted. The Directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of members before which time proxies to be used at that meeting must be deposited with the Corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.

4.8 Adjournment – A General Meeting may be adjourned from time to time from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the original meeting. When a meeting is adjourned for fourteen (14) days or more, notice of the adjourned meeting shall be given as if was a new meeting.

5.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the Corporation shall be the calendar year.

5.2 Auditor – At each Annual General Meeting the Members shall appoint an Auditor.

5.3 Signing Authority – The Board shall designate two (2) or more individuals who shall have signing authority for all financial transactions and contracts conducted in the name of the Corporation. All such transactions shall require two (2) signatures.

5.4 Property – The Corporation may acquire, lease, sell or otherwise dispose of securities, lands, buildings or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.

5.5 Borrowing – The Corporation may borrow funds upon such terms and conditions as the Board may determine up to a maximum of ten percent (10%) of the previous fiscal periods gross revenue. Borrowing above this limit must be approved by the Members at a General Meeting by Ordinary Resolution.

5.6 Books and Records – The Board shall ensure that all books and records of the Corporation required to be kept by the Act, these By-laws or any other statute or law are regularly and properly kept.

6.1 Shall Indemnify – The Corporation shall indemnify and hold harmless out of the funds of the Corporation each Director from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer.

6.2 Shall Not Indemnify – The Corporation shall not indemnify a Director or any other individual for acts of fraud, dishonesty, or bad faith.

6.3 Insurance – The Corporation may purchase and maintain insurance for the benefit of its Directors and Officers, as the Board may determine.

7.1 Written Notice – In these By-laws, written notice shall mean notice which is hand-delivered, faxed, e-mailed or provided by mail or courier to the Registered Address of the Corporation, Director or Member, as the case may be.

7.2 Date of Notice – Date of notice shall be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or e-mailed, or in writing where the notice is couriered, or in the case of notice which is provided by mail, three (3) days after the date the mail is post-marked.

7.3 Error in Notice – The accidental omission to give notice of a meeting of the directors or the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance shall not invalidate any action taken at the meeting.

8.1 Special Resolution – These By-laws may only be amended, revised, repealed or added to by a Special Resolution at a General Meeting. The proposed amendment must be delivered to the President at the Head Office of the Corporation, at least thirty (30) days in advance of the General Meeting.

8.2 Notice – The written notice of the General Meeting of the Corporation must include details of the proposed resolution to change the By-laws.

9.1 Ratification by Members – These By-laws were ratified by a Special Resolution of the Members on November 20, 1999.

9.2 Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Corporation repeal all prior By-laws of the Corporation. Such repeal shall not impair the validity of any action taken pursuant to the repealed By-laws.