BY-LAW No. 1 Part 1 of 3

A by-law relating generally to the transaction of affairs of The Toronto Bicycling Network Inc.

INTRODUCTION

WHEREAS The Toronto Bicycling Network Inc. was incorporated as a not-for-profit organization under the laws of the Province of Ontario on the 7th day of March, 1986;

AND WHEREAS the Corporation Act of the Province of Ontario provides for the enactment and confirmation of by-laws at a general meeting;

AND WHEREAS this by-law shall replace and supersede any others passed prior to the day of enactment;

AND WHEREAS the by-law herein is necessary for the proper operation of The Toronto Bicycling Network Inc.;

BE IT ENACTED as a by-law of The Toronto Bicycling Network Inc. as follows:

	Section One Interpretation
1.01	In this by-law and in all other by-laws of The Toronto Bicycling Network Inc., hereafter passed, unless the context otherwise specifies or requires:

1. "Corporation" means The Toronto Bicycling Network Inc.
   also known as Toronto Bicycling Network and TBN,
2. "Board" means the Board of Directors of the
   Corporation,
3. "Director" means an elected or appointed member of the
   Board,
4. "Executive" means the Executive Committee of the Board,
5. "Officer" means a member of the Corporation given
   certain duties and may but need not be a member of the
   Board,
6. "Member" means a person who has been granted membership
   to participate in the year-round activities of the
   Corporation,
7. The singular shall include the plural and the plural
   the singular,
8. The masculine shall include the feminine and the
   feminine shall include the masculine.

	Section Two Head Office
2.01	The Head Office of the Corporation shall be located in the Municipality of Metropolitan Toronto in the Province of Ontario, and at such place therein as the board may from time to time by resolution decide.
	Section Three Terms of Membership
	Application
3.01	All persons interested in the purposes of the Corporation who make application and pay membership fees fixed by the Board shall be members in good standing.
	Member
3.02	A Member is 18 years of age or over . He shall be entitled to hold office and vote at all members' meetings. He shall have all other Corporation privileges subject to any restrictions which may be passed by the Board.
	Associate Member
3.021	An Associate Member is a member of an affiliated club with which the corporation has established an Associate Membership Program. Associate Members must pay an Associate Membership fee fixed by the Board. An Associate Member receives all of the benefits of normal membership except that he cannot hold office or vote at member's meetings and does not receive the newsletter of the club. Other restrictions on Corporation privileges may be passed by the Board.
	Junior Member
3.03	A Junior member is under 18 years of age. He shall not be entitled to hold office or to vote at any members' meetings. He shall have all other Corporation privileges subject to any restrictions which may be passed by the Board.
	Members Bound by By-Laws
3.04	All members shall, by accepting membership, be deemed to have notice of and to agree to be bound by all rules and regulations duly made thereto or hereafter to be made by the Corporation or by duly authorized Officers or by the Board.
	Fees
3.05	The annual and other fees, dues and assessments which the members shall pay to the Corporation shall be as the Directors shall from time to time fix. Members in default of payment automatically shall cease to be members. Members shall be reinstated upon payment of such fees and any associated service charges.
	Refund of Fees
3.06	On resignation or expulsion, a member shall have no claim on the refund of any part of his fees for the current year or past years.
	Disciplinary Matters
3.07	Should the conduct of any member, either as a part of or outside of the Corporation activities be, in the opinion of the Board, injurious to the character and interests of the Corporation, or should any member persistently refuse to conform to any by-law or rule or regulation of the Corporation, the Board may reprimand, and/or suspend, and or request such member to resign; and should he not resign within fourteen days of the mailing to him, at his address as shown by the books of the Corporation, a letter containing such request, the Board shall be empowered to remove his name from the list of members, at a meeting of the Board, duly called for the purpose, and notice of such meeting shall be given to the member, at least seven days prior to the date of such meeting. Notification of the member's reprimand and/or suspension and/or expulsion shall be forwarded to him by mail. Any reinstatement of the member shall be subject to review by the Board upon submission of a new application.
	Section Four Meetings of Members
	Place of the Annual General Meeting
4.01	The Annual General Meeting of the Corporation shall be held at such place in Metropolitan Toronto on such day each year as the Directors may by resolution determine.
	Date of the Annual General Meeting
4.02	The Annual General Meeting of the Corporation shall be held in the final quarter of the calendar year, provided that such annual meeting shall not be held later than 60 days after the end of the Corporation's fiscal year. notice of the meeting shall be published in the newsletter of the Corporation and sent to all members of the Corporation, postmarked at least 14 days in advance. Non-receipt of notice by any members shall not invalidate any resolution passed or any proceedings taken at the Annual General Meeting.
	Procedure at the Annual General Meeting
4.03	The procedure for business at the Annual General Meeting shall be as determined by the Board but to follow standard accepted practise. Such meeting shall be held to receive the reports and statements required by the Corporations Act, to be read at and laid before the Corporation members at the annual meeting, to elect Directors and appoint the auditor for the ensuing year and fix or authorize the Directors to fix his remuneration, and for the transaction of such other business as may properly be brought before the meeting.
	Calling a Special Meeting
4.04	A Special Meeting of the Corporation may be called by a simple majority of the Board or by requisition signed by at least one tenth of the members of the Corporation. A notice of a Special Meeting shall contain a summary of proposed business to be conducted at such meeting and said notice shall be mailed to members of the Corporation or published in the newsletter of the Corporation postmarked at least 14 days in advance.
	Place of the Special Meeting
4.05	The Special Meeting of the Corporation shall be held at such time and such place within Metropolitan Toronto as may be designated by the Directors or the persons calling the meeting.
	Right to Vote
4.06	At each meeting of the Corporation every member who is at the proper time entered in the books of the Corporation as a member in good standing of the Corporation shall be entitled to one vote on each question arising at any Annual General Meeting or Special Meeting of the members.
	Quorum
4.07	A quorum for the transaction of business at any meeting of members shall consist of not less than 25 members or one fourth of the members, whichever is the lesser, present in person or by proxy. The President or in his absence the Vice-president of Touring or in his absence the Vice- President of Skiing or such other member of the Board as the President shall delegate shall take the chair and shall preside at all members meetings of the Corporation. If the President or his designates are not present, the members present shall choose one of their members to be Chairmen of the meeting.
	Voting Procedure
4.08	For the election of Directors and for the conduct of business at the Annual General Meeting or special meetings, voting shall be by show of hands. a simple majority shall decide all motions, whether at the Annual General Meeting or a special meeting.
	Votes to Govern
4.09	At all meetings of the members every question shall, unless otherwise required by law or the by-laws of the Corporation, be decided by a majority of the votes duly cast on the question. At all meetings of members every question shall be decided by as show of hands, unless a poll thereon be required by the chairman or be demanded by any member present in person. After a show of hands has been taken on any question the Chairman may require or any member entitled to vote may demand a poll thereon. Whenever a vote by a show of hands shall have been taken, unless a poll be so required or demanded, as declaration by the chairman that a resolution has been carried, or carried by a particular majority, or not carried, an entry to that effect in the minutes of the proceedings shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceedings in respect of the said question, and result of the votes so taken shall be the decision of the Corporation at the Annual General Meeting or Special Meeting, as the case may be, upon such resolution.
	Polls
4.10	If a poll be required by the Chairman of the meeting or be duly demanded by any member and the demand not withdrawn, a poll upon the question shall be taken in such manner as the Chairman of the meeting may direct. Upon a poll each member entitled to vote at the meeting shall be entitled to one vote and the result of the poll shall be the decision of the Corporation at the Annual General meeting or Special Meeting, as the case may be, upon the question.
	Casting Vote
4.11	In case of an equality of votes at any meeting of members either upon show of hands or upon a poll, the Chairman of the meeting shall be entitled to a second or casting vote.
	Voting by Proxy
4.12	Not withstanding the foregoing, any member in good standing may appoint a person as a delegate to represent him. Such delegate on presentation of written authority signed by the member, may be entitled to vote on all issues which may come before that particular meeting. This permission is known as voting by proxy. The document of authorization so issued by a member will be valid for only one meeting and such delegate may only vote a single proxy.
	Adjournment of Meetings
4.13	The Chairman may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members, except that when a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be as in the case of an ordinary meeting. Any business may be brought before or dealt with at the original meeting in accordance with notice calling such original meeting.