BY-LAW No. 1 Part 3 of 3


  Section Nine  Non-Liability and Indemnity

 
  Protection of Directors, Officers and Chairmen

9.01 

No Director, Officer or Chairman of any standing committee of the
Corporation shall be liable for the acts, receipts, neglects or defaults
of any other Director, Officer or other member of any committee or sub-
committee or employee, or for joining in any receipts or their acts for
conformity, or for any loss, damage or expense happening to the
Corporation through the insufficiency or deficiency of any security in
or upon which any of the monies 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 judgement or oversight on his part, or for
any other loss, damage or misfortune whatever which shall happen in the
execution of the duties of his office or in relation thereto unless the
same are occasioned by his own wilful neglect or default.

 

  Indemnity of Directors, Officers and Chairmen

9.02 

Every Director, Officer or Chairman of any standing committee of the
Corporation and his heirs, executors and administrators and estate and
effects, respectively, shall from time to time and at all times be
indemnified and saved harmless out of the funds of the Corporation from
and against:
  1. all costs, charges and expenses whatsoever that such director or
    Officer sustains or in or about any action, suit or proceeding that
    is brought, commenced or prosecuted against him for or in respect of
    any act, deed, matter or thing whatsoever made, done or permitted by
    him in or about the execution of the duties of his office; and,
  2. all other costs, charges and expenses that he sustains or incurs in
    or in relation to the affairs of the Corporation;

except such costs, charges or expenses as are occasioned by his own
wilful neglect or default.

 

  Release and Indemnity Agreement for Members

9.03 

Each member eighteen years of age and older who has applied and been
accepted for membership must have signed the release and indemnity
agreement. Each member under eighteen years of age must have the release
and indemnity agreement signed by a parent or guardian.

 
  Release and Indemnity Agreement for Non-Members

9.04 

Each person eighteen years of age and older attending a cycling or
skiing event sponsored by the Corporation for which they paid must have
signed a release and indemnity agreement. Each person under eighteen
years of age must have a release and indemnity agreement signed by a
parent or guardian.

 
  Non-Liability of Corporation for Personal Property

9.05 

It is a condition of the use of the Corporation's services or privileges
that a member's personal property, while in the custody of (by bailment
or otherwise) or in the control of the Corporation, is at all times at
the member's risk. The Corporation and its servants don not incur any
liability at law for the loss or damage to such personal property from
any cause whatsoever.

 
  Section Ten  Finances

 
  Fiscal Year

10.01 

The fiscal year of the Corporation shall begin on October first.

 
  Auditor

10.02 

The members shall at each Annual General Meeting appoint an auditor to
hold office until the next Annual General Meeting and, if an
appointment is not made, the auditor in office shall continue in office
until a successor is appointed. The Board may fill any casual vacancy
in the office of the auditor. The remuneration of the auditor shall be
fixed by the Board. Notice of the appointment of an auditor shall be
made in the newsletter of the Corporation.

 
  Publication of Annual Statement

10.03 


The annual financial statement, after presentation to the members at
the Annual General Meeting, shall be published in the next appropriate
issue of the newsletter of the Corporation.

 
  Availability of Annual Statement

10.04 

Annual financial statements as approved by the Board shall be available
for inspection by any member of the Corporation at a time and place
mutually agreeable to the member and the Treasurer.

 

  Section Eleven Amendments to the Constitution and By-Laws

 

  Procedure to Amend

11.01 

Amendments or alterations to the By-Laws shall be made pursuant to the
provisions of the Corporations Act of the Province of Ontario.

 
  Promulgation of By-Laws

11.02 

By-laws for the orderly government of the Corporation may be
promulgated by the Board, subject to ratification by the membership at
next Annual General Meeting or Special Meeting.

 
  Section Twelve  Miscellaneous

 

  Dissolution or Liquidation

12.01 


In the event of the dissolution or liquidation of the Corporation, any
assets remaining after all debts and obligations have been honoured,
shall be distributed to one or more recognized charitable organizations
chosen by the Board.

 
  Grants, Donations, gifts

12.02 

The Board may accept grants, donations and gifts in the name of the
Corporation and its members. Proper acknowledgement and recording of
these grants, donations and gifts shall be the responsibility of the
Treasurer. Grants, donations and gifts shall not be divided amongst the
members of the Corporation.

 
  Repeal

12.03 

All former by-laws of the Corporation are repealed from and after the
coming into force of the By-Law No. 1 without prejudice to any action
heretofore taken thereunder.

 
  Seal

12.04 


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

 
  Coming Into Force

12.05 

This by-law shall come into force on the day on which it is confirmed
by the members of the Corporation.