CONSITUTION | Tbfsc

CONSTITUTION

BY-LAW NO. 1 - 2026

A by-law relating generally to the

conduct of the business and affairs of

THE THUNDER BAY FIGURE SKATING CLUB.

(hereinafter called the "Corporation")

BY-LAW NO. 1

ARTICLE ONE

INTERPRETATION

1.01 Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

(a) "Act" means the Not-for-Profit Corporations Act, 2010 (Ontario), and any statute amending it or any successor legislation, and where the context requires, includes the regulations made under the Act, as amended or re-enacted from time to time;

(b) “Articles” means any instrument that incorporates the Corporation or modifies its incorporating instrument, including articles of incorporation, restated articles of incorporation,articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent, or a special act;

(d) "By-law" means this by-law and any by-law of the Corporation from time to time in force and effect;

(e) "Corporation" shall mean THUNDER BAY FIGURE SKATING CLUB;

(f) “Director” means an individual elected or appointed to the Board;

(g) “Member” means a member of the Corporation;

(h) "Membership Year" shall be September 1st to August 31st of each calendar year.

(i) "Officer" means an officer of the Corporation;

(j) “Ordinary Resolution” means a resolution submitted to a meeting of the Members of the Corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least a majority of the votes cast, or a resolution consented to by each Member of the Corporation entitled to vote at a meeting of the Members of the corporation;

(k) “Registrant” means

(i) an individual who is registered by a club or skating school with Skate Canada and who is subject to all applicable rules, regulations and policies of Skate Canada but who is not a member of Skate Canada; and

(ii) an individual who is engaged in any activity provided, sponsored, supported, sanctioned or recognized by Skate Canada and registered directly with Skate Canada but who is not a member of Skate Canada;

(l) "Rules and Policies" means the rules and policies of Skate Canada as set out in the technical rules, policies and procedures of Skate Canada as published from time to time;

(m) "Skate Canada" means Skate Canada / Patinage Canada, or successor;

(n) “Skate Ontario” means Skate Ontario, or successor;

(o) “Special Resolution” means a resolution submitted to a special meeting of the Members of the Corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least two -thirds of the votes cast,or a resolution consented to by each Member of the Corporation entitled to vote at a meeting of the Members of the Corporation;

(p) “Special Business”Means any business that is not considered routine business of the club and that requires specific notice to the members except for:

(i) consideration of the financial statements;

(ii) consideration of the audit report, if any;

(iii) election of Directors; and(iv) reappointment of the incumbent auditor, if necessary;

(q) “Telephonic or Electronic“ Means any method of communication that allows participants to communicate with one another in real time, including by telephone, video conference or other electronic communications.

1.02 Interpretation

(a) Unless otherwise defined herein, the defined terms set out in the Act have the same meanings as when used in this by-law.

(b) Words in the singular include plural, and words in the plural include the singular. Words referring to one gender include all genders. The word "person" includes an individual,corporation, company, partnership, trust or other organisations.

(c) The headings in these by-laws are for reference only. They do not affect the meaning or interpretation of any provision.

ARTICLE TWO

MEMBERSHIP IN SKATE CANADA AND SKATE ONTARIO

2.01 Membership in Skate Canada and Skate Ontario

(a) The Corporation shall be a member in good standing of Skate Canada and Skate Ontario.

(b) The Corporation shall pay such fees and such other charges as shall be required of members of Skate Canada, in order to maintain its membership.

(c) The Corporation shall encourage the instruction, practice, enjoyment and advancement of its members in all aspects of skating in accordance with the Rules and Policies.

(d) The corporation shall be managed and operated by a volunteer Board of Directors and shall comply with the applicable rules, policies and requirements of Skate Canada & Skate Ontario.

(e) The Corporation shall protect the eligible status of its Members. The Corporation shall not knowingly take or omit any action that would jeopardize the eligible status of its Members.

ARTICLE THREE

AFFAIRS OF THE CORPORATION

3.01 Registered Office

The registered office of the Corporation shall be in the place within the Province of Ontario as specified in the Articles, or at such location therein as the Board may from time to time determine by resolution or special resolution.

ARTICLE FOUR

DIRECTORS

4.01 Composition of the Board

In accordance with the Articles, the affairs of the Corporation shall be managed by the Board consisting of a minimum of three (3) and maximum of nine (9) (which includes the past president).The board shall be composed of a president, Vice president, secretary, treasurer and 4 officers plus the past president. The Board shall be composed of the fixed number of Directors within such range as determined from time to time by special resolution of the Members, or, if the special resolution empowers the Board to determine the number, by resolution of the Board.

4.02 Eligibility of Directors

To be eligible for election as a Director, an individual must meet the following criteria:

(a) Be eighteen (18) years of age or older;

(b) Has not been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

(d) Does not have the status of bankrupt; and

(e) Is a member in good standing of the corporation at the time and throughout their term on the Board of Directors.

4.03 Term of Office and Vacancies

If a Board position becomes vacant, the Board may appoint a qualified member to fill the position until the next election subject to the Act.

(a) Directors shall serve a two (2) year term and may seek re-election if they remain eligible.Director positions shall be staggered so that approximately one-half of the Directors positions are elected each year. A Director remains in office until their successor is elected or appointed. Unless they resign, are removed, or otherwise cease to be eligible to serve.

(b) As long as there is a quorum of Directors in office, any vacancy occurring in the Board may be filled for the remainder of the term by the Directors then in office; otherwise such vacancy shall be filled at the next meeting of the Members at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the Members to fill the vacancy, and, in default or if there are no Directors then in office, the meeting may be called by any Member.

4.04 Ceasing to Hold Office

The office of a Director is immediately considered vacant without any further action being required.

(a) if they cease to be a Member of the Corporation;

(b) the Director is absent from three (3) consecutive meetings of the Board;

(c) has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

(d) if by notice in writing to the Corporation resigns their office which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice,whichever is later;

(e) if they are removed from office by the Members in accordance with section 4.06 herein;or

(f) if they die.

4.05 Election and Nomination of Directors

(a) Directors shall be elected annually by the Members at an annual meeting at which an election of Directors is required by ordinary resolution.

(b) The Board shall circulate among the Members a request for nominations for Directors and requests to Ordinary Members, Parent Members, and Honorary Members,who wish to present their candidacy as a Director on the Board at least forty-five (45) days before the annual meeting of Members to the secretary. The request shall include full name,contact information, A short paragraph explaining why you would like to join the Board and summary of the skills, experience, and qualities you feel you can bring to the Board and the Club.

(c) The nominator or candidate shall return the application with the name of the nominator,seconder, and consent of the candidate or nominee no later than thirty (30) days before the annual meeting, along with the requirements of 4.05 b.

(d) The Club shall provide membership with an opportunity to nominate eligible individuals for election as Directors. The names of all eligible nominees received by the deadline shall be included in the notice of the AGM. If the number of nominees is greater than the number of available Director positions, an election shall be held at the AGM. If the number of nominees is equal to the number of available positions, the nominees may be elected in accordance with the club's voting procedures.

(e) Nomination for Director positions must be submitted in accordance with the nomination process and deadline established by the corporation. Nominations received after the deadline may only be accepted at the AGM if permitted by the corporation by-laws and applicable legislation.

(f) Directors shall be elected individually by the members at the AGM. If the number of eligible nominees is greeted then the number of positions, an election shall be held.Members may vote for up to the number of available positions. The nominees receiving the most votes shall be elected. If the number of eligible nominees is equal to or less than the number of available positions, the nominee may be elected by a vote of the members.

4.06 Removal of Directors

The Members may, by ordinary resolution at a special meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of the Director’s term of office, and may, by ordinary resolution at such meeting, elect any person in the Director’s stead for the remainder of the Director’s term.

4.07 Committees

The Board may establish committees as follows:

(a) Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities.

(b) The Board shall determine the composition of and may dissolve any committee by resolution at any time.

ARTICLE FIVE

MEETINGS OF DIRECTORS

5.01 Place of Meetings

Meetings of the Board and of a committee, if any, may be held at any place within Ontario to be determined by resolution of the Board.

5.02 Notice

Directors must be given written notice of the date, time and location of each Board meeting at least two (2) business days before the meeting. A meeting may be held with less than two(2) business days’ notice if all Directors agree. Notice is not required if all directors are present and no one objects to the meeting, or if Directors who are absent have waved notice or agreed to the meeting. The notice should include the main purpose or business of the meeting.

5.03 Omission of Notice

The accidental omission to give notice of any meeting of Directors to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at such a meeting.

5.04 Telephonic or Electronic Meetings

With consent of all the Directors of the Corporation, a Board meeting or meetings of any committees of the Board may be held by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. Participation by a Director or a Member of a committee in a meeting under this section 5.04 shall constitute

presence in person at such meetings.

5.05 Adjournment

The chair may adjourn a Board meeting with the consent of the Directors present. The meeting may be continued at another time and place determined by the Directors. If the new time and place are announced before the meeting is adjourned, no further notice is required.A quorum must be present when the meeting resumes.

5.06 Others Entitled to be Present at Meetings

Members may request to address the Board. The Board may invite members of guests to attend when appropriate. Members who wish to address the board may email the President.The President can then inform the members who wish to attend, the date, time and location of the next meeting.

5.07 Regular Meetings

The Board shall meet as often as necessary to conduct club business. The Board will meet no less than sixty (60) days between meetings.

5.08 Quorum

Unless the Articles or a special resolution otherwise provides, a majority of the current number of elected and appointed members of the Board constitutes a quorum, but in no case shall a quorum be less than three (3) Directors. Notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of Directors.

5.09 Voting

Each Director in attendance at a Board meeting shall be entitled to one (1) vote on each matter. Every question arising at Board meetings shall be decided by a majority of votes,and every question shall be decided by a show of hands unless a secret ballot/ poll on the question is required by the Chair or requested by any Director. A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. Online voting may be permitted for time-sensitive decisions and email must contain a Yes, No or Abstain and must be filed in a retrievable manner. Online votes must be documented in the subsequent meeting of the Board.

5.10 Remuneration of Directors

The Directors shall serve without remuneration, and no Director shall directly or indirectly receive any profit from their position as such; provided that a Director may be reimbursed for reasonable expenses incurred by them in the performance of their duties.

5.11 Duty of Directors

Every Director of the Corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise incomparable circumstances.

5.12 Absent Directors

No person shall act for an absent Director at a Board meeting.

5.13 Written Resolution

in Lieu of Meeting Unless otherwise restricted by the Articles or this by-law, any resolution required or permitted to be passed at any meeting of the Board or of any committee thereof may be taken without a meeting if all Directors or members of such committee, as the case may be, consent thereto in writing, and the writings are filed with the minutes of proceedings of the Board or committee in accordance with the constitution.

ARTICLE SIX

OFFICERS

6.01 Officers

The Board shall designate annually the offices of the Corporation. The Board shall appoint from among the Directors a person to be President, Treasurer, Secretary and Vice-President. Officers will hold their office for a term of one (1) year, provided that each such Officer shall hold office until the earlier of the date on which their office is vacated or until the end of the meeting at which their successor is elected or appointed. Two (2) or more of the below mentioned offices may be held by the same person. The Board may specify the duties of an Officer, in accordance with this by-law and subject to the Act delegate to such offices powers to manage the business and affairs of the Corporation.

6.02 Removal of Officers

The Board may, by resolution passed by at least two-thirds (2/3) of the votes cast at a meeting of the Board, remove any Officer before the expiration of their term of office and may, by a majority of the votes cast at that meeting, elect any person in their stead for the remainder of their term.

6.03 President

The President shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The President shall, subject to the authority of the Board, have general supervision of the activities and affairs of the Corporation.

6.04 Vice-President

If appointed, the Vice-President shall in the absence or inability to act of the President or President-Elect perform the duties of the President or President-Elect and shall perform those other duties as the Board may specify.

6.05 Secretary

The Secretary shall attend meetings of the Members, the Board, and committees, if any, to record minutes and votes. In the absence of the Secretary, the Secretary may appoint someone to act as clerk. The Secretary shall perform any other duties required by the by-laws or the Board.

6.06 Treasurer

If appointed, the Treasurer may work with a bookkeeper, if any, in the performance of the foregoing duties. The Treasurer shall safeguard the Corporation’s funds and securities,maintain accurate records of all receipts and disbursements, and deposit funds in accounts designated by the Board. The Treasurer shall make authorized payments, keep supporting documentation, and report to the President and Board on financial transactions and the Corporation’s financial condition at regular meetings or as requested. The Treasurer may work with a bookkeeper, if any, to carry out these duties.

ARTICLE SEVEN

PROTECTION OF DIRECTORS AND OFFICERS

7.01 Declaration of Interest

(a) A Director or Officer who:

(i) is a party to a material contract or transaction or proposed material contract or transaction with the Corporation; or

(ii) is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, shall disclose to the Corporation or request to have entered in the minutes of Board meetings the nature and extent of their interest.

(b) The disclosure required by section 7.01(a) must be made, in the case of a Director:

(i) at the meeting at which a proposed contract or transaction is first considered;

(ii) if the Director was not then interested in a proposed contract or transaction, at the first meeting after the Director becomes so interested;

(iii) if the Director becomes interested after a contract is made or transaction is entered into, at the first meeting after the Director becomes so interested; or

(iv) if an individual who is interested in a contract or transaction later becomes a Director, at the first meeting after the individual becomes a Director.

(i) forthwith after the Officer becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a Board meeting;

(ii) if the Officer becomes interested after a contract is made or transaction is entered into, forthwith after the Officer becomes so interested; or

(iii) if an individual who is interested in a contract or transaction later becomes an Officer, forthwith after the individual becomes an Officer.

(d) If the contract or transaction or proposed contract or transaction in respect of which a disclosure is required to be made for the purposes of section 7.01(a) is one that, in the ordinary course of the Corporation’s business, would not require approval of the Board or Members, then the Director or Officer shall disclose to the Corporation, or request to have entered in the minutes of Board meetings, the nature and extent of their interest forthwith after the Director or Officer becomes aware of the contract or transaction or proposed contract or transaction.

(e) Except as permitted by the Act, a Director referred to in section 7.01(a) shall not attend any part of a Board meeting during which the contract or transaction is discussed, and shall not vote on any resolution to approve the contract or transaction.

(f) If no quorum exists for the purposes of voting on a resolution to approve a contract or transaction only because one (1) or more Director(s) are not permitted to be present at the meeting by virtue of section 7.01(e), the remaining Directors are deemed to constitute a quorum for the purpose of voting on the resolution.

(g) For the purposes of section 7.01, a general notice to the Board by a Director or Officer disclosing that the individual is a director or officer of, or has a material interest in, a person,or that there has been a material change in the Director’s or Officer’s interest in the person,and is to be regarded as interested in any contract or transaction entered into with that person, is sufficient disclosure of interest in relation to any such contract or transaction.

(h) A contract or transaction for which disclosure is required under section 7.01(a) is not void or voidable, and the Director or Officer is not accountable to the Corporation or the Members for any profit or gain realized from the contract or transaction, because of the Director’s or Officer’s interest in the contract or transaction or because the Director was present or was counted to determine whether a quorum existed at the Board or Board committee meeting that considered the contract or transaction, if:

(i) disclosure of the interest was made in accordance with this section;

(ii) the Board approved the contract or transaction; and

(iii) the contract or transaction was reasonable and fair to the Corporation when it was approved.

7.02 Limitation of Liability

Every Director and Officer of the Corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise incomparable circumstances. Subject to the foregoing, no Director or Officer shall be liable for the acts, omissions, failures, neglects or defaults of any other Director, Officer or employee,or for joining in any act for conformity, or for any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising 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 their part, or for any other loss, damage or misfortune that shall happen in the execution of the duties of their office or in relation thereto. Nothing herein shall relieve any Director or Officer from the duty to act in accordance with the Act or from liability for any breach thereof.

7.03 Indemnity

The Corporation shall indemnify each former and present Director and Officer of the Corporation, and each other individual who acts or acted at the Corporation's request as a Director or Officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by such person in respect of any civil, criminal, administrative , or investigative action or other proceeding in which the individual is involved because of that association with the Corporation or other entity if:

(a) the person was not judged by any court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done;

(b) the person acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as Director or Officer or in a similar capacity at the Corporation's request;and

(c) in the case of a criminal or administrative action or proceeding that its enforced by amonetary penalty, the person had reasonable grounds for believing that the conduct was lawful. The Corporation may indemnify such persons and their heirs, executors,administrators, and legal representatives, in all such other matters, actions, proceedings and circumstances as may be permitted by the Act or the law. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provision of this by-law.

7.04 Insurance

Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any person referred to in section 7.03 hereof as the Board may from time to time determine. The Corporation shall maintain annual liability insurance coverage as required and designated by Skate Canada.

ARTICLE EIGHT

MEMBERSHIP

8.01 Entitlement

Membership is open to all individuals irrespective of age, creed, ethnic origin or sex who are interested in furthering the Corporation’s purposes and who have been accepted into membership in the Corporation by resolution of the Board. The individual agrees to uphold and comply with the Corporation’s Articles and by-laws and meets the conditions of membership in section 8.03.

8.02 Applications

Applications for membership shall be submitted electronically through the Corporation’s website or in any other manner approved by the Board. Applications for Honourary Membership shall be submitted by email to the Board. Applicants shall be promptly notified of their admission by telephone or electronic means.

8.03 Classes of Membership

There shall be four (4) classes of membership in the Corporation:

1. Ordinary Member (Voting)

An Ordinary Member of the Corporation is an individual who has successfully applied for admission to the membership of the Corporation, has paid all membership dues as required by the Corporation, and actively participates in the amateur skating programmes offered by the Corporation and is eighteen (18) years of age and, if eighteen (18) or older, the individual must consent in writing to the parent or legal guardian becoming a Parent Member. Upon acceptance as a Member to the Corporation, the Ordinary Member becomes a Registrant of Skate Canada. An Ordinary Member is entitled to one (1) vote at all meetings of the Members.

2. Parent Member (Voting)

A Parent Member of the Corporation is a parent or legal guardian of an individual who has successfully applied for admission to the membership of the Corporation, has paid all membership dues as required by the Corporation, and actively participates in the amateur skating programmes offered by the Corporation and is under eighteen (18) years of age and,if eighteen (18) or older, the individual must consent in writing to the parent or legal guardian becoming a Parent Member. A Parent Member is entitled to one (1) vote only with respect to any and all underage active participant(s) they represent as parent or guardian, at all meetings of the Members.

3. Honourary Member (Voting)

An Honourary Member of the Corporation is an individual who has rendered valuable service to the Corporation and/ or whose advice and experience would be of value in advancing the purposes and supporting the activities of the Corporation. An Honourary Member must be nominated by the Board and any individual so nominated shall be voted on an annual basis by the Members at the meeting at which the Directors of the Corporation are elected. Such Honourary Members shall be exempt from payment of dues and upon acceptance, and shall be a Registrant of Skate Canada. An Honourary Member is entitled to one (1) vote at any meetings of the Members.

4. Associate Member (Non-Voting)

An Associate Member of the Corporation is an individual who has successfully applied for admission to the Corporation whose home club is not the Corporation, which admission has limited club privileges as may be determined from time to time by the Board, has paid all dues as required by the Corporation and actively participates in the amateur skating programmes offered by the Corporation. An Associate Member is not entitled to vote at any meetings of the Members.

8.04 Suspension for Non-Payment of Membership Fees

Any Member failing to pay dues, assessments or fees within a period of ten (10) business days after such dues or assessments shall have become due or payable shall be suspended from all rights and privileges of membership. If such arrears are not paid within ten (10)business days of such suspension, the Member shall, unless an arrangement for payment of such arrears is approved by the Board, cease to be a Member in accordance with section 8.07 herein. The Board shall refuse to recognize any further application from such Member unless and until all such arrears are paid in full. Upon payment of all unpaid dues, fees or assessments, Members in arrears may be reinstated at the discretion of the Board.

8.05 Suspension or Termination for Other Reasons

The Board shall have authority to suspend or expel any Member failing to abide by the terms of the Articles or the by-laws and/or the Rules and Policies of Skate Canada in accordance with section 8.07 herein.

8.06 Termination of Membership by Members

Any Member may be expelled from the Corporation for cause by not less than two-thirds(2/3) of the votes cast at a meeting of Members by Members present and eligible to vote at an annual or other special meeting of Members. Every Member so charged shall be entitled to reasonable notice and an opportunity to be heard by the Board in accordance with section 8.07 herein.

8.07 Fair Discipline or Termination

If the Board or the Members determines that a Member should be suspended or expelled from membership in the Corporation in accordance with section 8.04, section 8.05 and section 8.06, the President, or such other Officer as may be designated by the Board, shall provide fifteen (15) days' notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make a written submission to the President, or such other Officer as may be designated by the Board, in response to the notice received within such 15-day period, and the Board. If no written submission is received, the President, or such other Officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Corporation. If a written submission is received in accordance with this section, the Board will give the Member an opportunity to be heard orally or in writing, not less than five (5) days before the suspension or expulsion of membership becomes effective.The Board's decision shall be final and binding on the Member.

8.08 Termination of Member Rights

The interest of a Member in the Corporation is not transferable and lapses and ceases to exist upon a Member’s death, the expiration of their Membership year or their suspension or expulsion pursuant to section 8.04, section 8.05 and section 8.06.

8.09 Liability of Members

The Members are not, in that capacity, liable for any liability of the Corporation, or any act or default of the Corporation, except as otherwise provided by this Act.

ARTICLE NINE

MEETINGS OF MEMBERS

9.01 Annual Meeting

The Corporation shall hold an annual meeting of Members within three(3) months of its fiscal year end, provided that such meeting is not later than fifteen (15)months after holding the preceding annual meeting. The annual meeting of the Members shall be held at such date and time in Ontario as determined by resolution of the Board and may be held in person, by telephonic or electronic means or as a hybrid of both. Any Member, upon request, shall be provided, not less than five (5) business days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the by-laws or Articles. The business transacted at the annual meeting shall include:

a) receipt of the agenda;

b) receipt of the minutes of the previous annual and subsequent special meetings;

c) consideration of the financial statements;

d) report of the auditor or person who has been appointed If and when necessary, toconduct a review engagement;

e) reappointment or new appointment of the auditor or a person to conduct a reviewengagement, when necessary, for the coming year;

f) election of Directors; and

g) such other or special business as may be set out in the notice of meeting.No other item of business shall be included on the agenda for annual meeting unless a Member has given notice to the Corporation of any matter that the Member proposes to raise at the meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

9.02 Special Meeting

A special meeting of the Members may be called at any time by the Board for the transaction of any business, the general nature of which is specified in the notice calling the meeting. A special meeting of Members may also be called by requisition of Members carrying not less than ten percent (10%) of the voting rights of the Corporation to the Board for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act within twenty-one (21) days from the date of deposit of the requisition.

9.03 Notice

Subject to the Act, not less than ten (10) and not more than fifty (50) days written notice of any annual or special Members’ meeting shall be given in the manner specified in section 10.01 to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgement on the decision to be taken and state the text of any special resolution to be submitted to the Meeting.

9.04 Omission of Notice

The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any Member or Members or by the auditor or person appointed to conduct a review engagement shall not invalidate the meeting and any resolution passed or any proceedings taken at any meeting of Members.

9.05 Participation by Telephonic or Electronic

Means If the Corporation chooses to make available communication facilities by telephonic or electronic means that permits all participants to communicate adequately with each other during a meeting of Members, any person entitled to attend such a meeting may participate in the meeting by such telephonic or electronic means in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting.Notwithstanding any other provision of this by-law, any person participating in a meeting of Members under this section 9.05 who is entitled to vote at that meeting may vote, in accordance with the Act, by telephonic or electronic means that the Corporation has made available for that purpose, given that the Corporation can verify that such votes were made by voting Members and cannot see how each Member voted.

9.06 Votes

Every question submitted to any meeting of Members shall be decided in the first instance by a show of hands unless a ballot/poll is demanded. At any meeting unless a ballot/poll is demanded, a declaration by the Chair of the meeting that a resolution has been carried or lost shall be conclusive evidence of the fact.

9.07 Proxies

A Member entitled to vote at a meeting of Members may vote by proxy by appointing in writing a proxy holder, and one (1) or more alternative proxy holders, who is a Member in good standing, of the Corporation to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:

(a) A proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment.

(b) A Member may revoke a proxy by depositing an instrument or act signed by the Member or by their agent or mandatory:

(i) at the registered office of the Corporation no later than the last business day before the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used; or

(ii) with the Chair of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting.

(c) A proxy holder or alternative proxy holder has the same rights as the Member by whom the proxy holder was appointed, including the right to speak at a special meeting of Members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, to vote at the meeting by way of a show of hands.

(d) The form of proxy will:

(i) indicate in boldface type,

(A) the meeting at which it is to be used;

(B) that the Member may appoint a proxy holder, other than a person designated in the form of proxy, to attend and act on the Member's behalf at the meeting; and

(ii) contain a designated blank space for the date of the signature;

(iii) provide a means for the Member to designate some other person as a proxy holder,if the form of proxy designates a person as a proxy holder;

(iv) provide a means for the Member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters,identified in the notice of meeting, other than the appointment of an auditor/a person to conduct a review engagement and the election of Directors;

(v) provide a means for the Member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of an auditor or a person to conduct a review engagement or the election of Directors; and

(vi) state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the Member, on any ballot that may be called for and that, if the Member specifies a choice under section 9.07(d)(iv)or section 9.07 v) with respect to any matter to be acted on, the membership is to be voted accordingly.

(e) A form of proxy may include a statement that, when the proxy is signed, the Member confers authority with respect to matters for which a choice is not provided in accordance with section 9.07 only if the form of proxy states, in boldface type, how the proxy holder is to vote the membership in respect of each matter or group of related matters.

(f) If a form of proxy is sent in electronic form, the requirements that certain information is to be set out in boldface type are satisfied if that information is set out in some other manner so as to draw the addressee's attention to the information.

(g) A form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect.

(h) No persons carrying proxies may exercise more than two (2) votes in all.

9.08 Time for Deposit of Proxies

The Board may fix a time not exceeding forty-eight (48) hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of Members before which time proxies to be used at the 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. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Corporation or an agent thereof specified in such notice or if, no such time having been specified in such notice, it has been received by the Secretary of the Corporation or by the Chair of the meeting or any adjournment thereof prior to the time of voting.

9.09 Adjournment

The Chair may, with the consent of the meeting, adjourn the meeting to a specified time and place. No additional notice of the adjournment is required. Any business that could have been addressed at the original meeting may be addressed at the adjourned meeting,provided it is consistent with the original meeting notice.

9.10 Quorum

The quorum at any meeting of the Members of Corporation shall be five percent (5%) of Members entitled to vote at a meeting of the Members inclusive of those Members present and the proxies presented. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. If a quorum is not present at the opening of a meeting of the Members, the Members present may adjourn the meeting to a fixed time and place but may not transact any other business.

9.11 Member Right to Submit Proposal

(a) A Member entitled to vote at an annual meeting of the Members may,

(i) give the Corporation notice of any matter that the Member proposes to raise at the meeting, referred to as a “proposal”; and

(ii) discuss at the meeting any matter with respect to which the Member would have been entitled to submit a proposal.

(b) The Corporation shall include the proposal in the notice described in section 9.03. Upon the request of the Member who submits a proposal, the Corporation shall include in the notice of meeting a statement in support of the proposal by the Member and the name and address of the Member. The statement and the proposal must together not exceed the prescribed maximum number of words or characters.

(i) The proposal is not submitted to the Corporation at least sixty (60) days before the date of the meeting;

(ii) It clearly appears that the primary purpose of the proposal is to enforce a personal claimor redress a personal grievance against the Corporation or the Directors, Officers, Membersor debt obligation holders;

(iii) It clearly appears that the proposal does not relate in a significant way to the activities or affairs of the Corporation;

(iv) Not more than two (2) years before the receipt of the proposal, the Member failed to present in person or by proxy, if authorized by the by-laws, at a meeting of the Members, a proposal that had been included in a notice of meeting at the Member’s request;

(v) Substantially the same proposal was submitted to Members in a notice of a meeting of the Members held not more than two (2) years before the receipt of the proposal and the proposal was defeated; or

(vi) The rights conferred by this section are being abused to secure publicity.

ARTICLE TEN

NOTICE

10.01 Service

Any notice or other document required by the Act, the Articles or the by-laws to be sent to any Member, Director or to the auditor or person appointed to conduct a review engagement shall be delivered personally, sent by prepaid mail or sent by telephonic or electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or person appointed to conduct a review engagement at their business address, or if no address by given therein then to the last address of such Member or Director known to the Board provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

10.02 Signature to Notices

Notices issued by the corporation may be provided electronically or in writing and do not require a handwritten signature.

10.03 Computation of Time

Where a given number of days' notice or notice extending over a period is required to be given under the by-laws or Articles the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such manner of days or other period.

10.04 Proof of Service

The corporation may keep a record of notices and other documents sent or delivered to members, Directors, officers, auditors or other persons entitled to receive them. the record may include the date, method of delivery and address or email used.

ARTICLE ELEVEN

AUDITORS

11.01 Appointment, Vacancies, and Remuneration

Only when required by law, or by special resolution of the Board of Directors or Membership of the corporation, at each annual meeting, the Members shall appoint an auditor to review the accounts of the Corporation or a person to conduct a review engagement of the Corporation, by ordinary resolution. Such individuals will hold office until the next annual meeting, until a successor is duly appointed or until the earliest of their death, resignation,disqualification, or removal. Directors may fill any vacancy in the office of auditor or a person to conduct a review engagement when necessary and if there is a quorum of Directors present. If there is not a quorum of Directors, the Directors shall, within thirty (30) days of the vacancy, call a special meeting of Members to fill such a vacancy. Notice of the appointment of an auditor or person appointed to conduct a review engagement shall be given in writing to them forthwith after the appointment is made. The remuneration of the auditor or person appointed to conduct a review engagement of the Corporation shall be fixed by the Members by ordinary resolution or by the Board.

11.02 Entitlement to Notice

The auditor or a person appointed conduct a review engagement is entitled to attend any meeting of Members of the Corporation and to receive all notices and other communications relating to any such meeting that Member is entitled to receive and to be heard at any such meeting that they attend on any part of the business of the meeting that concerns them.

11.03 Right of Access

The auditor or a person appointed to conduct a review engagement always has the right of access to records, documents, books, accounts and vouchers of the Corporation.

11.04 Special Resolution

The corporation shall comply with the audit and review engagement requirements of the Ontario Not-for-profit corporations Act, 2010, as amended from time to time. Where permitted by law, the members may pass the required resolution to waive an audit or review engagement for the corporation's financial year.

ARTICLE TWELVE

GENERAL

12.01 Restrictions

Restrictions on Directors, Officers and Members Directors, Officers and Members of the Corporation shall comply with all of the by-laws, resolutions, rules and regulations of the Corporation and Skate Canada. Members shall take no action in the name of the Corporation not specifically provided for by the by-laws, rules and regulations of the Corporation, either individually or together with other Members of the Corporation, without the prior written approval of the Board.

12.02 Use of the Corporation's Logo

Members may use and display the Corporation’s logo in a manner that protects the Corporation’s reputation and indicates their membership. The logo shall not be used as a trademark, to identify or guarantee a Member’s products, or in combination with other trademarks or on commercial goods. Upon termination of membership, Members shall cease using or displaying the logo and return any copies and reproduction materials to the Corporation.

12.03 Financial Year

The financial year of the Corporation ends on July 31st, July 31st in each year or on such other date as the Board may from time to time by resolution determine.

ARTICLE THIRTEEN

EXECUTION OF DOCUMENTS

13.01 Signing Officers

Deeds, transfers, assignments, contracts, and obligations of the Corporations may be signed by any two (2) of Corporations Directors or officers, provided that at least one (1) of the signing Officers is either the President or Vice-President.

ARTICLE FOURTEEN

BY-LAWS, AMENDMENTS AND RULES AND REGULATIONS

14.01 Enactment

Subject to the Articles, the Board may, by resolution, make, amend or repeal any by-laws. Any such by-law, amendment or repeal shall be effective from the date of the resolution of the Board until the next meeting of Members where it may be confirmed, rejected or amended by the Members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the Members, it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the Members at the next meeting of Members or if it is rejected by the Members at the meeting.

14.02 By-laws Requiring Special Resolution

Section 14.01 does not apply to a by-law that requires a special resolution of the Members according to section 103(1) of the Act. A special resolution is required to make any amendment to the membership conditions described in section 8.01 and section 8.03, notice of meetings described in sections 9.03, conduct of meetings described in section 9.05,absentee voting described in section 9.07 and this section 14.02.

14.03 Repeal

By-law No. 1 of the Corporations, being a "By-law generally relating to the transaction of the business and affairs of the Corporation" is hereby repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contractor agreement made pursuant to, or the validity of the predecessor charter documents of the Corporation. All Officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by- law and all resolutions of the Members or the Board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this by-law and until amended or repealed.

14.04 Borrowing Powers

The Board may, without authorization of the Members:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell, pledge debt obligations of the Corporation;

(d) mortgage, pledge or otherwise create a security interest in all or any of the property ofthe corporation, owned or subsequently acquired, to secure any debt obligation of theCorporation.

14.05 Policies

The Board may, from time to time, adopt, amend, or repeal policies as it may deemnecessary or desirable in connection with the management of the activities and affairs of theBoard and the conduct of the Directors, Officers, and Board committee, if any, provided thatany such policy shall be consistent with the provisions of this by-law.

14.06 Effective Date

This by-law shall come into force without further formality upon its enactment in accordancewith the Act.

14.07 Dissolution

Upon dissolution of the Corporation and after payment of all debts and liabilities, itsremaining property shall be distributed and/or disposed of in accordance with the Articles.

Amended on this 21st day of October 2026

TBFSC Board of Directors