By-Laws

CORPORATE SEAL

2. The corporate seal of the Association shall be in such form as shall be prescribed by the provisional directors of the Association and shall have the words “Club Giuliano Dalmato” endorsed thereon.

3. The Head Office of the Association shall be located in the Greater Toronto Area, in the province of Ontario, Canada. The location of the Head Office with in the said Greater Toronto Area shall be located at such place as the Board of Directors by Resolution may, from time to time appoint.

SUBJECT to the Ontario Corporations Act to acquire, direct and administrate a club house and a summer camp to further the objectives of the association, and to provide recreational facilities for the members of the association and the community at large.

Membership in the Association shall be limited to persons who meet the qualifications hereinafter set forth and whose application for admission as members have received the approval of the Board of Directors. Each applicant for membership in the association shall furnish satisfactory evidence of his qualifications to the Association. The Board of Directors shall be the sole judge of the applicants qualifications for membership.

To qualify for regular membership, a member must be over the age of sixteen years, paid all of the dues of the Association, and assessments, and apply for regular membership with all its responsibilities.

To qualify for a supporting membership, the applicant must be a person who is interested in and supports the aims of the Association and pays the required dues, but indicates that he desires to be a supporting member only, rather than a regular member.

To qualify for honourary membership, members must have earned special recognition for services rendered to the Association. An Honourary member may not be elected to any office unless he is a regular member as well.

The spouse of a regular member, and the children of a regular member, who are over the age of sixteen, may also become members of the Association. If they do not actually become regular members of the Association, they may still participate in the affairs of the Association and may assist the Association, the officers and directors, and members, but they shall not have any voice in the running of the Association. Or any of its affairs, nor shall they have any vote in the matters of the Association or any election whatsoever.

a) Any person who desires to become a regular or supporting member shall file an application, in writing, with the secretary on an application form, which will be furnished by the secretary on request. Any application must be signed by the applicant and countersigned by a regular member of the Association. The completed application must be accompanied by a remittance of one year's dues. In any case where an applicant is refused membership in the Association, the amount remitted with his or her application shall be returned.

b) Honourary members shall be only those persons nominated by the Board of Directors at the Annual Meeting and approved by a two-thirds majority vote (by secret ballot) at the Annual General Meeting, following such meeting of the Board of Directors where the Honourary members are nominated.

Application for membership shall be approved only by a two-thirds majority vote of the Board of Directors. If any application fails to obtain approval by the said two-thirds majority vote, then such application shall be deemed to be rejected. Any application may be refused at the discretion of the Board of Directors.

The membership fees shall be due and paid annually. The annual fee shall be such sum as fixed at any Annual Meeting of the Association as approved by the majority vote of the duly constituted members present at such meeting. The membership year shall be January 1st through December 31st.

Initiation or enrollment fees shall be due and be paid upon the application of any applicant and shall be such sum as fixed at any annual meeting of the association as approved by the majority vote of the duly constituted delegates and members present at such annual meeting. Such initiation or enrolment fees shall be required only upon the enrollment of a member and shall not be returnable to the member on his ceasing to be a member, once he has been accepted as a member.

Any member whose subscription or dues is not paid in full by July 1st of that year, shall cease to be a member of the Association and can only be reinstated on giving a satisfactory reason far his or her default to the Board of Directors. The application for reinstatement must be accompanied by a remittance of such dues and assessments as are due and payable at the time of the application. No member of the Association, whose subscription is in arrears, shall participate in any of the advantages or privileges of the Association, nor shall they be entitled to vote on any question voted on by the members of the Association, nor shall they be entitled to compete for any prize offered by the Association. Admittance to any Annual or Special Meeting of the Association shall be limited only to those members of the Association who are in good standing, although others may be admitted by invitation, or by acceptance of the majority of the members present at a meeting.

A membership certificate shall be issued to each member of the Association as soon after he is elected as possible. A Certificate shall be in such form as the Board of Directors may from time to time prescribe.

Each and every member entitled to vote at a meeting as a member or at a Directors' Meeting as a Director may cast his or her ballot in person or by proxy. Members voting by proxy, must instruct the attending member in writing of their intention. The member casting proxy votes must notify the Secretary or Chairperson in the absence of the Secretary, at the meeting in which the proxy votes are to be cast of their intent.

1. The property and business of the Association shall be managed by a Board of eleven directors, of whom six shall constitute a quorum. The Board of Directors shall at each Annual Meeting make a full report of its actions during the preceding fiscal year and shall further cause to be made an audit of the Treasurer’s Books and present a reconciliation thereof to the membership at such Annual Meeting. A copy of such report shall be available to all delegates and members at the said Annual Meeting.

2. All Directors shall be eligible for re-election at the Annual Meeting of members at which their term of office terminated.

If any vacancies shall occur, for any reason whatsoever, in any office or on the Board of Directors of the Association the Directors may by resolution fill the vacancy, or vacancies, by the person or persons, in good standing in the Books of the Association as a member. Appointments made under the provisions of thisSection shall be for the duration of the unexpired term of the office or directorship vacated.

4. At the first General Meeting of the members of the Association, and at each Annual Meeting of the members subsequent to the first General Meeting, there shall be elected by a majority of the said members present the said officers and directors:

5. Directors, as such, shall not receive any stated remuneration for their services, but by resolution of the Board, expenses of their attendances may be allowed for their attendance at each regular or special meeting of the Board. Such fixed sum may be paid to the Directors as the members may by resolution, determine,provided that nothing herein contained shall be construed to preclude any Director from serving with the Association as an officer or in any other capacity in receiving compensation therefore.

6. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his successor is elected.

7 The Directors may exercise all such powers of the Association as are not by the Federal or applicable provincial Laws or by these By-Laws required to be exercised by the members at a General Meeting.

8. The Directors shall have power to authorize expenditures on behalf of the Association from time to time, and may delegate by resolution to an officer or officers of the Association the right to employ and pay salaries to employees. The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Association.

9. Upon election at the First Annual Meeting of members, the Board of Directors then elected shall then replace the provisional Directors named in the Letters patent of the Association.

10. All Directors must be a regular member of the Association and must be of the full age of twenty-one years, at the time of election.

11. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have authority and shall perform such duties as shall prescribed by The Board of Directors at the time of such appointment.

12. The remuneration of all the officers, agents and employees shall be fixed by the Board of Directors by resolution. Such resolutions shall force and effect, only until the next Annual or Special General Meeting of the members when it shall be confirmed by the resolution of the members, and in the absence of such confirmation of the members, then the remuneration to such officers, agents, or employees shall cease to be payable from the date of such meeting of members.

13. The officers and directors of the Association shall hold office for the term of one year only.

14. 'The President shall be the chief executive officer of the Association. He shall have the general and active management of the business of the Association. He shall see that all orders and resolutions of the Board of Directors are carried into effect and he or a Vice-president with the Secretary, or with the Treasurer or other officer appointed by the Board for that purpose shall sign all by-laws and other documents requiring the signatures of the officers of the Association.The President further shall during any period when the Board of Directors is not in session, have general charge of the supervision of the affairs and property of the Association, subject, however, to such rules and regulations as may from time to time be made by the Board of Directors. He shall preside at all meetings of the Association and of the Board of Directors and shall be ex-officio a member of all committees. He shall from time to time and as often as may be directed,

submit reports to the Board of Direction and give such information touching the affairs of the Association as may be required and make such recommendations as he may think proper. He shall appoint all committees, except the nominating committee, with all of the appointments being subject to the approval of a majority of the Board of Directors, except in those cases or circumstances where action is required of such a committee or committees prior to any such meeting of the Board of Directors such approval or appointment shall not be required.

15. The First Vice-President shall in the absence or disability of the President perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him by the Board. In the event that the office of President becomes vacant because of the President's death, resignation, total disability, or removal, or for any other reason whatsoever, the first Vice-President shall perform all duties of the President until the next annual election or until the new President is elected or appointed, whichever shall first occur.

16. The Second Vice-president shall in the absence or disability of the President and the First Vice-President, perform the duties and exercise the powers of the President and or First Vice-President and shall perform such other duties as shall from time to time be imposed upon him by the Board. In the event that the office of President and or First Vice-President becomes vacant because of the President's and or First Vice-President's death, resignation, total disability, or removal, or for whatever reason whatsoever, the Second Vice-President shall perform all duties of the President (if both the President and the First Vice- President offices are vacant) and or the First Vice-President until the next annual election or until the new President and or new First Vice-President is elected or appointed, whichever shall first occur.

17. The Secretary shall be the ex-officio clerk of the Board of Directors. He shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose, which books shall be the property of the Association. He shall give or cause to be given, notice of all meetings of the members and of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he shall be. He shall also be the custodian of the corporate records of the Association and perform all the other duties usually performed by the Secretary of a similar Association. He shall be the custodian of the seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Association. He shall deliver same up only when authorized by resolution of the Board of Directors to do so and should deliver up same to such person or persons as may be named in the resolution.

18 The Treasurer shall have the custody of the corporate funds and securities and he shall receive all moneys, bills, notes, bonds, and similar property belonging to the Association and safely keep the same in the name of the Association and he shall deposit all moneys and valuable effects in the name and to the credit of the Association and such, depositories as may be designated by the Board of Directors from time to time. He shall invest all funds not needed, but only with the approval of the Board of Directors. He shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements and shall render to the President and Directors at a regular meeting of the Board or whenever they may require on account of all his transactions as Treasurer and of the financial position of the Association. All disbursements made by him shall be made directly, subject to such rules as may be prescribed by the Board of Directors. He shall make an Annual Report and attend the General Meeting of Shareholders to explain same and shall make such annual reports as may be required from time to time by the Board of Directors.

19. The Financial Secretary shall keep full and accurate accounts and receipts and disbursements and books belonging to the Association and shall render to the President and Directors at a regular meeting of the Board or when they may require an account of all the transactions of the Treasurer and of the Financial position of the Association. The Financial Secretary shall also make an annual report and attend the general meeting of members to explain same, and he shall make such other reports as may be required from time to time by the Board of Directors. The books of the Financial Secretary (and of the Treasurer) shall at all times be open to inspection by the members of the Board of Directors, their agents, auditors or accountants. If required by the Board of Directors, the Treasurer and the Financial Secretary, or either one or both of them, shall give to the Association a bond in the sum and with one or mere sureties satisfactory to the Board for the faithful performance of the duties of their offices and for the restoration to the Association in case of their death, or the death of either one of them, resignation, retirement or removal from office of all books, papers, vouchers, money and other property of whatever kind in their or his possession or under his or their control belonging to the Association. Such bond may be secured by a reliable surety company which shall be approved by the Board of Directors, and the premium on such bond shall be paid by the Association and the bond shall be held in the custody of the President.

1. Committees may be formed for membership, finances, building, building maintenance, entertainment, culture, social, sport, advertising, publishing or for such other purposes as the Board of Directors in their wisdom may decide. The committee members are responsible for the performance of their duties of their respective offices. Committee members and Chairman may call upon members to assist them in their duties with the approval of the Board of Directors. The Board of Directors may delegate certain powers to members and to special committees.

2. No committee shall have authority to bind this Association to the payment of money or the performance of any contract or the carrying' out of any obligation or duty, the authority to do so hereby being specifically reserved expressly unto the Board of Directors or the duly authorized and elected officers of the Association.

3. Nominating Committee:
The Board of Directors shall annually appoint a nominating committee which shall be composed of five (5) voting members of the Association. The names and addresses of the persons so appointed shall be sent by the Secretary to each of the members at the same time as the notice of the general annual meeting in each year. The nominating committee shall prepare a nominating list for President and a list of nominees for each office to be filled at the said succeeding annual membership meeting.

The president shall annually appoint an election committee which shall be composed of five (5) regular voting members of the Association. At the time of the election of the Directors and officers, the Chairman of the election committee in addition to the nominees recommended by the said nominating committee, shall ask far further nominations from the floor and when such nominations have been closed the election shall then take place in an orderly fashion by secret ballot upon all of the nominations submitted and made, whether they come from the nominating committee, the floor, or any other source acceptable to the Association and in accordance with the Federal and Provincial Statutes and By-laws of this Association. The election committee shall supervise the elections and shall publish the election results. Any candidate for election as a Director or officer of the Association may not be a member of this committee. Without limiting any of the generality of the foregoing, the election committee shall accept verbal nominations from regular members at the meeting itself. Any written nominations will also be accepted by the election committee. Any speech by any nominated candidate or by anyone in support of any candidate with be limited to two minutes each per candidate and there will be only one speaker for each nominated candidate. Any candidate for nomination will be accepted, notwithstanding the absence of such candidate, if the written consent by that candidate to stand for such position has been deposited with the election committee or is deposited with the election committee at or prior to the election meeting.

5. Nothing herein contained shall be construed to limit or prohibit the appointment of any other committee or committees by the President for the advancement of the Association in accordance with the provisions of the By-laws of the Association.

6. Members of the Association may also form committees to achieve the special objectives. Such committees may elect a Chairman, Secretary, Treasurer and Specialists for their respective committees, but all committees will be under the control of and under the supervision of the Board of Directors.

7. In the event that the Board of Directors pass any resolutions concerning any committee, such committee, Chairman, and the members of the said Committee must be informed of the resolutions concerning them by the Directors. Committees may at any time send up to three members of the Committee to a Directors Meeting to present their views to the Directors.

8. Any committees who work against the interest of the Association may be dissolved by the Board of Directors at a general meeting of same.

1. A regular annual meeting of the voting members of the voting Association shall be held once a year and shall be held during the first month of the calendar year, whenever reasonably possible, and shall be held at such actual date, location, time and place as the Board of Directors may designate. At such meeting the members shall receive the report of the Directors and shall fill any vacancies in the Board of Directors and in the offices of the Association as exist at the date of such annual meeting, including but not limited to those vacancies which have arisen because of the expiry of the term of the previous directors or officers.

2. In addition to the said regular annual meeting of the members of the Association, the Board of Directors shall cause to be called a general membership meeting, at least every three months or such earlier times as necessary to discuss the affairs of the Association. These quarterly membership meetings will also serve to acquaint the members with the problems of the Association and to further the friendship among the members of the Association.

3. The order of business at all meetings, whether of .Directors, or members shall be as follows:

d) The Question of notices of meeting and evidence that notices were properly mailed or in the alternative waiver of notices.

n) All other matters that come before the meeting that are not included in the order of business prescribed, and all disputed questions of parliamentary practice or procedure shall be controlled by Bourinot's Rules of Order.

The Chairman of the meeting may vary the order of business with the consent of the meeting, or may waive any order of business with the consent of the meeting. Any error in the order prescribed or any waiver of any part of the order prescribed shall not invalidate any resolution passed or any proceeding or proceedings taken at any meeting. Without limiting the generality of the foregoing, it is specifically agreed and understood that at the annual meeting of the members, at the time of reading the reports of the officers they shall be in the following order:

4. At all meetings of the Board of Directors or of the members, every question shall be decided by a majority of the votes cast on the question; and in case of an equality of vote the Chairman of the meeting shall be entitled to a second or casting vote. Unless otherwise specified by law, or by the By-laws of the Association, all votes shall be by show of hands, provided, however, if the majority of the eligible voters at any meeting (whether Directors or membership) pass the resolution, the vote may be by secret ballots.

5. Special meetings of the membership shall be called by the President upon the request of a majority of the Board of Directors and shall also be called by the request of twenty-five voting members in good standing. At least twenty days advance notice of the time and place shall be given to members of any annual meeting, and at least ten days advance notice of the time and place shall be given to members of any special meeting. Any notice of a special meeting shall also include the purpose for which such meeting is called and the secretary shall send the appropriate notice of the meeting to each member in good standing at the time such notice is mailed.

6. Regular meetings of the members shall be held whenever practical and at the discretion of the Board of Directors and shall be in addition to the quarterly meetings hereinbefore referred. These regular meetings shall also be for the education of the members and for such things as may be of mutual benefit to all members.

7. The Board of Directors shall meet at least once a month. Other meetings of the Board of Directors shall be held from time to time at such place, at such time and on such day as the President, or any four Directors may determine, and the secretary shall call meetings when directed or authorized by the President or any four Directors. Notice of every meeting so called shall be given to each Director at least seven days before the time when the meeting is to be held if the notice is mailed or sent by any means of wire or wireless communication or if delivered personally to whom it is to be given, provided always that no notice of a meeting shall be necessary if all the Directors are present, or if those absent have waived notice or signified their consent in writing to such meeting being held. Notice of any meeting, or any irregularity in any meeting of the notice thereof may be waived by any Director. The Board of Directors may appoint a specific day or days for the regular monthly meetings to be held by the Board at a place and hour to be named. A copy of any resolution of the Board of Directors fixing the place and time of the said regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular Board meeting.

8. Notwithstanding anything hereinbefore or hereinafter contained the only persons who shall be entitled to vote at any meeting of the members or on any question which is to be determined by the members shall be those members of the regular membership which have a vote, that is, only voting members. Wherever this by-law refers to questions to be decided by the members of the Association, such members shall be deemed to be limited to those who are regular members and who have the right to vote.

1. Two members present in person shall constitute a quorum for any meeting of members for the choice of a Chairman and the adjournment of the meeting, but for all other purposes, including but not limited to, the transacting of any other business at any meeting of members, a quorum for any such meeting (unless a greater number of members are required by The Federal or provincial Statutes or by the Association 's Charter, or by any by-law of the Association) shall consist of at least twenty-five percent of the voting members of the Association. A quorum for any meeting of Directors shall constitute at least two-thirds of the total number of Directors elected or appointed present in person. No other business shall be transacted at any meeting unless the requisite quorum shall be present at the commencement of such business.

2. No member shall be entitled to vote at any meeting if he is at that time involved with legal proceedings against the Association.

A member who has permission to speak shall keep his remarks short and to the point. He should not be interrupted and the Chairman shall be responsible for order at the meetings.

1. No public notice or advertisement of any meeting of members shall be required. A printed, written or typewritten notice stating the day, hour and place of each such meeting and the general nature of the business to be transacted thereat (including but not limited to the specific subject matter of any special meeting called) shall be served either personally or by sending such notice to each member or Director (whichever the case may be) entitled to notice of such meetings and to the auditor of the Association through the post in a prepaid wrapper or letter, at least ten (10) days (exclusive of the day of mailing and of the day for which the notice is given) before the date of every meeting directed to such address of each such member and of the auditor and of the Directors as appears on the books of the Association, or if no address is given therein, then to the last address of each such member, director or auditor known to the Secretary of the Association, providing always that a meeting of members may be held for any purpose at any date and time and at any place within Ontario without notice if all the members entitled to notice of such meeting shall have signified their assent, in writing, to such meeting being held, or if all the members entitled to vote thereat are present in person at the meeting, or if those not so present have waived notice, provided also that a meeting of Directors may be held for any purpose at any date and time and at any place within Ontario without notice if all of the Directors entitled to notice of such meeting shall have signified their assent in writing to such meeting being held, or if all the Directors entitled to vote thereat are present in person at the meeting, or if all those not so present have waived notice of the meeting. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or by the auditor of the Association or by any Director. The accidental omission to give notice by any member or by the auditor or by any Director shall not invalidate any resolution passed or any proceeding or proceedings taken at any such meeting.

2. Any notice, communication or other document to be given by the Association or by the Secretary of the Association to a member, Director. officer, or auditor of the Association under any provisions of the Association’s Charter, or the By-laws of the Association, or Federal or provincial Statutes, shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his last address as recorded on the books of the Association, or mailed by prepaid ordinary mail or airmail in a sealed envelope addressed to him at his last address as recorded on the books of the Association or if sent by any means of wire or wireless or any other form of transmitted or recorded communication. The Secretary may change the address on the books of the Association ) of any member in accordance with any information believed by him to be reliable. A notice, communication or documents so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid, and a notice, communication, or document so mailed shall be deemed to have been given when deposited in a post office or public letter box, and a notice sent by any means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch.

3. In computing the date when notice must be given under any provision of the Charter or By-laws required a specified number of days’ notice of any meeting or other event, the date of giving the notice and the date of the meeting or other event shall be excluded.

4. The accidental omission to give any notice to any member, Director, officer, or auditor, or the non-receipt of any notice by a member, Director, officer or auditor, or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

5. Any member, Director, officer or auditor may waive any notice required to be given under any provisions of the Charter of the Association or.By-laws of the Association or of Federal or Provincial Statutes, and such waiver, whether given before or after the meeting or other event of which notice is, required to be given, shall cure any default or defect in the giving of such notice.

1. The By-laws of the Association may be repealed or amended by By-law enacted by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds of the members at a meeting duly called for the purpose of considering the said By-law.

2. In the alternative, the By-laws of the Association may be repealed or amended at any annual meeting of the members of the Association without any previous notice having been sent to the members of the amendment proposed or to be made provided that the amendment or repeal is passed by at least two-thirds of all members present.

3. No enactment, repeal or amendment of any By-law or part thereof shall be enforced or acted upon until the approval of the Secretary of State has been obtained.

1. All literature pertaining to the Association will be published or mailed in English and in Italian wherever reasonable practical in the discretion of the Directors.

2. At all meetings of members of the Association every question shall be determined by a majority of votes, unless otherwise specifically provided for by Provincial Statutes or by these By-laws.

1. The members shall at each annual meeting appoint an auditor to audit the accounts of the Association to hold office until the next annual meeting provided that the Directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors.

2. In addition to the professional auditor hereinbefore set out the Association shall elect three auditors from among the regular members at a general meeting for one year, one of whom will be the Chairman of the auditors' committee. Directors may not be members of the auditors committee.

3. It is the duty of the auditors committee to supervise the monetary transactions of the Association, to inspect all vouchers, cheques, and other items relating to disbursements, and to be of assistance to the formal auditor of the Association.

4. The auditor and the auditors' committee must report annually to the general annual meeting and shall report any irregularities or shortcomings to the auditor of the Association and to the Directors and to the members.

1. Contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by any two of the President, Vice-President, Secretary, and Treasurer, and all contracts documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Directors shall have power from time to time by By-law to appoint an officer or officers on behalf of the Association either to sign contracts, documents and il'1strumentsin writing generally or to sign specific contracts, documents and instruments in writing. The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

1. The Board of Directors may prescribe such rules and regulations not inconsistent with these By-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Association when they shall be confirmed, and in default of confirmation at such annual meeting of members shall at and from that time cease to have force and effect.

(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed or other debt, or any other obligation or liability of the Association.

From time to time the directors may authorize any Director, officer or employee of the Association or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof and as to the securities to be given therefore, with power to vary or modify such arrangements, terms, and condition, and to give such additional securities for any moneys borrowed or remaining due by the Association as the Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Association.

The securities of the Association shall be deposited for safekeeping with one or more Bankers, trust companies, trust companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn from time to time, only upon the written order of the Association signed by such officer or officers, agent or agents of the Association, and in such manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

1. The dissolution of the Association may only be undertaken at a special general meeting specifically called for this purpose and a two-thirds majority vote of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and members present shall be required to dissolve the Association. If ten percent of the regular members vote for the continuance of the Association, then the Association may not be dissolved.

2. If the Board of Directors are unable to get a quorum at a general meeting of the members (that is a quorum of the regular members to be present at any general meeting of the Association) and at least three such meetings are called in any nine month period, then the Board of Directors will cause the Association to be dissolved.

3. Upon the dissolution of the Association, the assets of the Association shall be distributed in accordance with the laws of the Province of Ontario and with the By-laws of the Association and with the Charter of the Association.

In these by-laws and in all other by-laws of the Association hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be and vice-versa, and references to persons shall include firms and corporations.

Club Giuliano Dalmato

“Constitution”