I. NAME

The Club shall be called, “The International Lawn Tennis Club of Canada”.

II. OBJECTS*

The objects of the Club shall be:

a) To promote, by social union and match-play, good fellowship among persons who have made a significant contribution to the game of tennis, as competitors, builders, coaches, officials or otherwise.

b) To develop, encourage and maintain the highest standard of sportsmanship and understanding amongst players of all nations;

c) To assist in the welcome and hospitality of players visiting Canada from abroad.

d) To provide Members with information of clubs and tennis facilities in overseas countries.

e) To promote and support tennis through philanthropy projects.

III. MEMBERSHIP CLASSIFICATIONS

The Club shall consist of the following classes of members;

1) Active Members

2) International Members

3) Junior Members

4) Honorary Members

To become an Active Member a person shall be a citizen or resident of Canada, shall meet the criteria described in paragraph (a) of By-Law II, and shall have been approved by the Board of Directors of the Club as worthy of membership. (NTRP rating 4.5 and up) To become an International Member a person shall be a citizen and resident of a country or countries other than Canada and Member of the International Lawn Tennis Club of that country, shall meet the criteria described in paragraph (a) of By-Law II and shall have been approved by the Board of Directors of the Club as worthy of membership as an International Member. International Members shall be non-voting members.

(Junior Members shall be under 25 years of age. To become a Junior Member of the International Lawn Tennis Club of Canada, candidates must be proposed in the same manner as Active Members, and shall meet the criteria developed for selection and approval. Junior membership entails no subscription, carries no right to vote and terminates automatically at the age of 25, without prejudice to election as an Active Member).

Junior Members shall be citizens or residents of Canada who satisfy the eligibility requirements for Active Members but have not yet attained the age of 35 years. Upon attaining the age of 35 years, they cease being Junior Members, and shall become Active Members.

(To become an) Honorary Members (a person) need not meet the criteria described in paragraph (a) of By-Law II, but shall have made some other significant contribution to tennis in Canada or (another country) internationally and shall have been approved by the Board of Directors of the Club as worthy of membership

IV. ADMISSION OF MEMBERS

(Decisions on the admission) The admission of new members shall be vested in the Board of Directors.

Members shall be elected by the affirmative vote of three-quarters of the Directors present in person or by proxy at the meeting at which the application is considered. To be considered for Membership a candidate must be proposed and seconded in writing by two members in good standing. The written application from the proposer and seconder must include the name, address, and birth (date) year of the candidate together with a description of the activities which the proposer and seconder consider qualify the candidate for Membership. (The Board of Directors shall consider each such application and a candidate shall be admitted as a Member if the candidate receives the favourable vote of at least three-quarters of the Directors present in person or by proxy at the meeting at which the application is considered or at least three quarters of the Directors indicate in writing that they favour the admission for Membership of the candidate.)

V. NEW MEMBERS

Each new Member shall receive from the Secretary notice in writing of (his) their admission, with a copy of the By-Laws and any Rules of the Club; and shall be requested to pay the annual fee for the current year to the Treasurer, the payment of which shall be a commitment by the new Member to comply with the Rules and By-Laws of the Club and to pay all fees and assessments levied against Members.

VI. BOARD OF DIRECTORS

The management of the business and affairs of the club shall be vested in the Board of Directors consisting of (15) Members, of whom not more than two shall be other than Active Members. ( In addition, the past president, if not otherwise a director, shall, with his consent, be an ex officio, full voting member of the Board).

VII. ELECTION OF (BOARD) DIRECTORS

Members of the Board shall be elected for three year terms. Terms will be arranged such that elections will be required each year to fill the places of one-third of the Board. At each annual meeting five Directors will be elected to fill the places on the Board of those whose terms have expired.

VIII. VACANCIES IN BOARD

If any vacancies occur in the Board between annual elections and a quorum of Directors remain in office, the Board shall have power to fill such vacancies for the remainder of the term for those persons whose vacancies are being filled. If a quorum of Directors is not in office the remaining Directors shall forthwith call a General Meeting of Members to elect directors to fill the vacancies on the Board.

IX. POWER OF THE BOARD

(At the first meeting of the Board following the Annual Meeting, the Board may elect an Honorary President, who shall be a Member of the Club, and) The Board shall elect, from among the Board Members, a President, at least three Vice-Presidents, a Senior Captain, an Open Captain, a Ladies’ Captain, a Secretary, a Treasurer, and any other Officer the Board considers necessary, who shall, in each case, hold office for one year or until their successors are chosen.

The Board shall meet at such times and places as they may consider necessary and convenient for the transaction of business. At least seven days notice shall be given of each meeting of the Board, unless notice is waived by those not in attendance at the meeting. Directors may attend meetings by (telephone) electronic means as long as all those in attendance at the meeting can hear each other.

For ordinary business six shall form a quorum; for the election of members (under Rule IV) the quorum shall be eight; and for the expulsion of members, (under rule O) By-Law XIX the quorum shall be eight. All matters (except otherwise specifically provided for) shall be decided by a majority vote of those in attendance at the meeting ; and in case of any equality of votes, the President shall have a second or casting vote. Matters may also be decided by the written consent (a) of all the Directors; or (b) of a number of Directors equal to the number which would constitute a quorum for a meeting at which the matter would be considered as long as all Directors have received at least twenty-four hours notice of the matter and no Director has demanded a meeting to consider the matter.

X. ANNUAL MEETING

An annual meeting of the Club shall be held at such place and hour and on such day as the Board may appoint but each Annual Meeting shall be held each year no later than (the last of June.) August 31st.

XI. SPECIAL MEETINGS

A special General Meeting of the club may be called by the Board at any time. The Secretary shall also call a Special General Meeting on written requisition signed by ten Members of the Club for the transaction as such business which may be specified in such requisition. If the Secretary fails to call the Special General Meeting within ten days after receiving a requisition, then ten Members may call the meeting.

XII. NOTICE OF GENERAL MEETINGS

Notice of the time and place of every Meeting of Members stating the business to be transacted thereat (and accompanied in the case of the Annual Meeting by the financial statements for the past year and the nominees to the Board of Directors being nominated by the current Board) shall be mailed to all Active Members of the Club, at least thirty days before the holding of such meeting.

XIII. QUORUM AND VOTING AT GENERAL MEETINGS

The President, or in his absence, a Vice-President, shall act as chair in any Annual or Special General Meeting and all meetings of the Board of Directors. Ten Active Members present in person or represented by proxy shall form a quorum for any Annual or Special General Meeting of the Club; and Only Active Members in good standing shall have a vote on matters to come before a Meeting of Members and each Active Member shall have one vote on each such matter. In the case of an equality of votes on any matter the Chair shall have a second and casting vote.

XIV. ORDER OF BUSINESS AT ANNUAL GENERAL MEETINGS

The order of business at the Annual General Meeting of the Club, unless otherwise approved at the commencement of such Meeting by a majority of votes cast, shall be:

1. President’s report

2. Captain’s report

3. Treasurer’s report

4. Secretary’s report

5. Election of Board

6. Other business

The current Board of Directors shall nominate persons for election as Directors to fill the positions of those Directors whose term expires, as contemplated by By-Law (7) By-Law VII. Any three Members may nominate additional persons provided that each nomination is made in writing and received by the Secretary at least five days before the Meeting. There will be no nominations from the floor at the Meeting.

XV AMENDMENTS TO BY-LAWS

The By-Laws of the Club may be amended by a two-thirds majority of the Members voting either personally or by proxy at any General Meeting provided that one month’s notice has been given of the proposed amendment.

XVI FISCAL YEAR

The financial year of the Club shall terminate on December 31st.

XVII SUBSCRIPTION

1. The annual fee for Active Members shall be due and payable, on admission, to the Treasurer, and thence forward on and before July 1st of each year and shall be such amount as may be fixed by the Board, from time to time.

2. There shall be no fee for Honorary and International Members and the Board shall have the right to differentiate among Members in the amount of annual fees payable by them and may forego annual fees for certain Members when the Board considers it appropriate.

3. (If the payment of an annual fee by a new member is not made within six calendar months after admission, the Member’s name shall be erased from the list of Members unless the Board otherwise directs).

4. Annual fees for each year shall be payable immediately upon receipt of (a statement) an invoice therefore. Any Member whose current year’s annual fee is unpaid by September 1 of that same year shall receive notice from the Treasurer, and if any fees shall remain unpaid on November 1, the Member shall lose all privileges of Membership from that date until all outstanding fees are paid in full.

XVIII RESIGNATION

Any members wishing to resign must signify their intention before June 1st; otherwise they shall be liable for the current year’s fees.

XIX EXPULSION

Should the conduct of any member be regarded as injurious to the interest of the Club or incompatible with its Objects, as defined in By-Law 2, a General Meeting shall be held to consider the matter and, if such meeting agree by ballot by a two-thirds majority of Members present and voting on the expulsion of such Member, the Member’s name shall be erased from the list of Members and the Member shall forfeit all fees and the right to claim the privileges of Membership.

XX DISSOLUTION

The club may be dissolved by a two-thirds majority by those attending a special meeting of the Club called for this purpose and, if so, shall surrender all rights and privileges and all records and monies in the treasury to the Council of the International Lawn Tennis Clubs to be disposed of in their sole discretion.