Orillia District Snowmobile Club
Special Resolution to Amend the By-laws
(Membership and Voting Controls)
WHEREAS the Orillia District Snowmobile Club (the “Corporation”) is governed by By-laws enacted pursuant to the Not-for-Profit Corporations Act, 2010 (Ontario);
WHEREAS the Board of Directors has determined that clarification of membership admission, voting eligibility, and membership administration is necessary to protect the orderly governance of the Corporation;
WHEREAS the Members wish to ensure that only duly admitted Members in good standing may vote at meetings of Members;
NOW THEREFORE BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. Section 8.01 (Members) of the By-laws is repealed and replaced with the following:
8.01 Members
Membership in the Corporation shall consist of: a) the incorporators named in the Articles; and b) such other individuals as have been accepted as Members by resolution of the Board. Only Members in good standing whose names appear on the Membership Roll maintained by the Secretary shall be entitled to vote at meetings of the Members.
2. The By-laws are amended by adding the following new sections:
8.04 Member in Good Standing
A Member in good standing is a Member who: a) meets the requirements of Section 8.01; b) has not resigned and whose membership has not been suspended or terminated; and c) appears on the Membership Roll as of the applicable record date.
8.05 Term of Membership
Membership in the Corporation is not transferable and shall continue until resignation, termination, or such other conditions as may be established by resolution of the Board.
8.06 Membership Administration
The Board may establish policies respecting membership application, confirmation, renewal, suspension, and administration, provided such policies are consistent with this By-law and the Act. The Board may limit the number of Members admitted in any calendar year where it reasonably determines such limitation is necessary to protect the orderly governance of the Corporation.
3. The By-laws are amended by adding the following new section:
9.01 C Record Date
The Board shall fix a record date for determining the Members entitled to receive notice of and vote at a Members’ meeting. Only Members whose names appear on the Membership Roll as of the record date shall be entitled to vote at the meeting.
4. Section 9.06 (Voting of Members) is amended by adding the following sentence at the end of Section 9.06(A): Attendance at a Members’ meeting does not confer voting rights.
5. The By-laws are amended by adding the following new section:
9.11 Verification of Voting Rights
Prior to any vote at a Members’ meeting, the Chair or the Secretary shall verify voting eligibility using the Membership Roll. The Chair shall rule on all questions regarding eligibility to vote, and such ruling shall be final unless otherwise required by the Act.
6. Effective Date
These amendments shall take effect immediately upon confirmation by the Members in accordance with the Act.


