Annotated Bylaws of OutSport Toronto

Evolution of Bylaws

OUTSPORT TORONTO became incorporated as a not-for-profit amateur athletic association under the Ontario Corporations Act (hereafter referred to as “the Act”) on 7 September 2010.  Prior to this, OUTSPORT TORONTO was an association of clubs, leagues, teams, and other organisations. 

The reason OUTSPORT TORONTO incorporated was to help to ensure the long-term viability of  OUTSPORT TORONTOand the fulfillment of its mission by

• transforming the association into an entity that is better defined in the eyes of the law (a corporation) than is an association,
• by virtue of that transformation, providing protection to current and future directors, officers, and other volunteers that the Act affords, thus eliminating to a great extent liability concerns volunteers might have had in serving as a director or on committees of OUTSPORT TORONTO, and
• making OUTSPORT TORONTO eligible for funding and sponsorship for which as an association it was not eligible.

New Bylaws

In becoming a not-for-profit corporation, OUTSPORT TORONTO was fundamentally re-created as of 7 September 2010, with the members being only those individuals named on the application (as per the Act), and no bylaws.  As a result, the directors of the former association who were also now the new members of the corporation drafted and approved this set of bylaws to govern OUTSPORT TORONTO, the corporation.

In drafting these bylaws, the team was careful to keep the spirit and important elements of the old bylaws that were agreed-to by member organisations of the former association while at the same time ensuring compliance with the Act, implementing such provisions as were required by the Act, and choosing sensible options where the Act allowed choices to be made in how OUTSPORT TORONTO could conduct its affairs.

The bylaws were also written not only with the current organisation in mind, but also the possible future nature of the organisation, what OUTSPORT TORONTO might need years from now, and to give rules to future directors and members for handling situations that we hope would not happen but might, such as giving members the power and rules to deal with an absentee board.

As a result, the new bylaws are lengthier than the bylaws adopted by the association.  This is because:

• certain things that were not required of an association are required for a corporation per the Act, and have thus been included;
• various portions of the bylaws are virtually a copy of the relevant sections of the Act, but are nonetheless included in the bylaws to ensure directors, volunteers, and members only need to read the bylaws for important elements of the Act to which they must now adhere, such as the conflict-of-interest rules;
• some ‘optional’ provisions have been included in the event that OUTSPORT TORONTO will in the future wish to do certain things (such as have a seal for important documents, awards, certificates, etc.), so that the bylaws do not have to be revisited; and
• specific rules around membership, admittance, renewal, and acceptance of renewal of membership were included to allow OUTSPORT TORONTO to put in place appropriate procedures to avoid the cost of a financial audit (note that these provisions are in full compliance with the Act – see below for details).

Regarding Audit

The Act specifies that every company incorporated under the Act must have an annual audit (sections 94, 95, and 96), except (section 96.1) where

(a)   the company is not a public company (which OUTSPORT TORONTO is not),

(b)   the annual income of the company is less than $100,000 (and when OUTSPORT TORONTO gets to that point it can afford and should have an audit), and

(c)   all of the members consent, in writing, to the exemption in respect of the year in question. 

So, through an annual re-application and nominee-appointment process, OUTSPORT TORONTO will ask all of its members to specifically state in writing that they waive any requirement for OUTSPORT TORONTO to have an audit. 

Why would we want to do this?  Because an annual audit would cost us thousands of dollars a year, would be one of our largest line-items in our budget, and given our small operations, would benefit only the auditor.

All that notwithstanding, the Act has provisions for any member to examine the financial records of the corporation with reasonable notice to the directors, so any member can conduct their own examination should they have a concern.

Old Association Bylaws

We have also attached a copy of the original association's bylaws as a point of reference for anyone interested in comparing the old and new bylaws.

June 2013 Amendment

The bylaws were amended at the 6 June 2013 Annual General Meeting in four areas.

1. Definition of a "Sports Organisation" was broadened to include recreation.
2. A definition of "LGBT" was added, with an inclusive definition in line with OUTSPORT TORONTO's value of inclusivity.
3. Wording was altered around the specification of gender pronouns to explicity include both male and female genders everywhere in the bylaw.
4. The prohibition against proxy voting was removed.

Those changes are reflected in the amended bylaws above.

May 2015 Amendment

The bylaws were amended again at the 6 May 2015 Annual General Meeting in four areas:

1. to increase the number of possible directors from nine to 15;
2. to modify wording around quorum for a directors’ meeting so that a majority of directors at the time constitutes quorum;
3. to increase the maximum number of directors from a single member organisation from two to four; and
4. to adjust the wording around an independent director candidate which closes a loop-hole where someone potentially could be elected to the board  as a member of a member organisation where they might not be in good standing and endorsed by that member organisation.

Those changes are also reflected in the amended bylaws above.