By Laws of Halton Agreement Forest Trail Association Inc.

A Not-for-Profit Corporation

By-Law 1

NAME

The Halton Region Agreement Forest Trail Association Inc. (hereafter referred to as “HAFTA”)

PURPOSE

HAFTA is an athletic off-road cycling association with the 
 following purposes:

  1. Bring together members of the off-road bicycling community 
 in Halton, Ontario and its surrounding area;
  2. Advocate for and promote safe, responsible off-road bicycling;
  3. Work with and nurture community interest and participation 
 in off-road bicycling by providing trail ethics and etiquette and 
 by riding in accordance with such instruction;
  4. Work with other interest groups to develop and improve systems 
 for off-road bicycling;
  5. Maintain and improve a sustainable network of trails in the area; and
  6. Work with officials and land managers in regard to land access,
 environmental and developmental issues.

FISCAL YEAR

The fiscal year of HAFTA begins the first day of April and ends the thirty-first day of March.

RECORDS

The financial records, minutes of meetings, by-laws, membership lists, letters patent and other records shall be kept at the registered office for HAFTA and all such records shall be available for review 
 by any member in good standing upon reasonable notice.

MEMBERSHIP

Membership is open to anyone who agrees to be bound to all 
 of the rules, regulations, guidelines or customs of HAFTA. Membership Classes HAFTA has the following classes of membership:

  1. Adult Membership
: Adult membership is open to anyone 18 years of age or older.
 Each adult membership carries the right to one vote.
  2. Corporate Membership:
 Corporate membership is open to any business entity whether 
 sole proprietorship, partnership, corporation or other wishing 
 to support off-road bicycling.

Good Standing:

A member in good standing is one who complies with the following:

  1. Has paid all dues, fees or other monies owing to HAFTA;
  2. Is not under a ban or suspension by any official cycling
 organization including, without limitation, the Ontario Cycling
 Association or the International Mountain Bicycling Association;
  3. Is aware of and follows all HAFTA rules, regulations, guidelines
 or customs including, without limitation.

Failure to Maintain Good Standing:

  • Members who are not in good standing shall have all membership right including voting rights suspended and are not entitled to run 
 for elected office until such time as their membership is brought 
 into good standing. Suspended members shall also be prohibited 
 from attending club events.

Dues and Term of Membership:

  • Membership begins on the later of the first day of the fiscal year 
 for HAFTA or the day on which an application for membership 
 is received by the Secretary of HAFTA. Membership ends at 
 midnight on the last day of the fiscal year of HAFTA.
  • The amount of annual dues shall be set by the Executive of HAFTA prior to the start of the fiscal year. Dues for renewing members 
 shall be payable not later than ninety (90) days after the start 
 of such fiscal year.

Revocation of Membership:

HAFTA reserves the right to revoke the membership, without 
 refund, of any member whose behaviour is deemed inappropriate 
 or detrimental to HAFTA. Examples of behaviour which may
 result in revocation of membership include, but are not limited 
 to, the following:

  1. A pattern of continued reckless riding or continued disregard
 of safe cycling rules;
  2. Improper actions during a ride which pose a threat to the
 safety and well-being of any member including him/her self;
  3. Actions having a negative impact on the integrity of HAFTA.

Initiation of revocation proceedings must be by way of a written complaint addressed to the president or to the executive board 
 of HAFTA. Upon receipt of such notice, the executive board must conduct an investigation including a discussion of the complaint 
 with the complainant, any witnesses and the member under 
 review. The executive board must then hold a formal meeting 
 and the decision to revoke membership shall be determined 
 by unanimous vote

Annual General Meeting:

The annual general meeting (“AGM”) of HAFTA shall be held in 
 March in each year on a day to be determined by the executive 
 board. Business 4 at the AGM shall include, without limitation, approval of the financial records, and review of the preceding 
 year’s business. Motions at annual meetings shall be carried 
 by majority vote as determined by a show of hands.

Special Resolutions:

All changes to the By-Laws of HAFTA and any other changes 
 as prescribed by law, require member approval by way of Special Resolution. Special Resolutions shall be carried at a meeting 
 of members called for the purpose of determining such Special resolution by a two thirds (2/3) majority vote as determined 
 by a show of hands.

Notice:

The communications officer shall send notice of the AGM, and 
 any meeting to determine a Special Resolution, to all members 
 by electronic mail to the last known e-mail address not less than 
 ten (10) days prior to such meeting.

Quorum:

Quorum for all members meetings shall not be less than ten 
 percent (10%) of members in good standing according to the 
 most recent membership list.

ADMINISTRATION

Executive Board:

The running of the day to day business of HAFTA shall be 
 conducted by the executive board. The executive board shall 
 adopt policies, long term plans, budgets, shall plan activities, 
 appoint and assign duties to committees or individual members 
 and shall do all other things necessary to conduct the business 
 of HAFTA. The executive board shall be comprised of not fewer 
 than three (3) members and not more than thirty (30).

Election of Executive Board:

Members of the executive board shall be elected from among 
 the general membership to a two (2) year term at the AGM 
 in election years (those years comprising an even number). Candidates may be nominated by any member including him/her self. Candidates may circulate, with the agenda for the AGM, a one (1) letter sized page document as an electoral presentation. 
 If the agenda for the AGM is being electronically distributed, 
 each candidate wishing to distribute an electoral presentation 
 shall make an electronic copy available to the communications 
 officer at least seven (7) days prior to the time for sending notice 
 of the AGM. Candidates must ensure that the format of their presentation is compatible with the software used by the communications officer.

There are no limits to the number of times a member of HAFTA 
 may hold any given executive board position.

Voting for executive board positions shall be by show of hands. 
 In the event of ties, the president shall cast the deciding vote.

Eligibility of Executive Board:

Members wishing to seek election to the executive board must 
 meet the following criteria:

  1. They must be at least eighteen (18) years of age;
  2. They must be an individual;
  3. They must be of sound mind;
  4. They must not be bankrupt; and
  5. They must be a member in good standing

Additionally, a majority of the executive board must 
 be Canadian residents.

Any number of positions may be held by the same member 
 except that the financial officer may not serve concurrently 
as the president.

Composition of Executive Board (Mandatory Positions)

The executive board shall be comprised of the following positions which must be filled at all times:

PRESIDENT

  •  Sets meeting agenda, dates and acts as chair for all meetings
  •  Empowered to delegate duties and functions to any HAFTA
 member
  •  Maintains a co-operative atmosphere at all meetings
  •  Ensures adherence to the by-laws
  • In the event of a tie vote, casts the deciding vote
  • Is the only member allowed to incur indebtedness or borrow
 money in the name of the corporation
  • The president shall be the general manager of HAFTA and 
 shall supervise, control, and direct HAFTAs activities, affairs 
 and officers
  • Liaison with other organizations
  • Co-signs HAFTA cheques

FINANCIAL OFFICER

  • Receives, records and holds all dues and monies received 
 by HAFTA
  • Maintains the HAFTA bank account or accounts
  • Pays all bills and reimburses authorized member expenses
  • Maintains HAFTA financial records and makes the same 
 available for review at the AGM or upon request
  • Co-signs HAFTA cheques

SECRETARY

  • Maintains club records and minutes of all meetings
  • Maintains membership database
  • Responsible for all correspondence pertaining to HAFTA business

TRAIL SUPERVISOR

  • Responsible for overall trail development and maintenance
  • Coordinates trail maintenance activities within HAFTA and 
 with other organizations

Accountability:

All positions on the executive board, whether mandatory 
 or discretionary, are accountable and subject to the review 
 of the executive board as a whole.

Vacancy:

The president shall have the power to appoint any eligible member 
 to fill any vacancy. Additionally, the president shall have the power
to appoint an eligible member to any newly created executive board position. The member appointed to such vacancy or newly created position shall serve until the next regularly scheduled election 
 of executive board members.

Remuneration:

Executive board members serve without remuneration but will be reimbursed for approved expenses

Executive Board Meetings:

The executive board shall meet not less than six (6) times per year. Meetings shall be held at a regular time and place as determined 
 by the executive board from time to time. Notice need only be circulated in the event of changes to the time or place.

The agenda for executive board meetings shall be in the 
 following format:

  1. Call to order
  2. Review and approval of previous minutes
  3. Business arising from past meetings
  4. New business
  5. Adjournment

Decisions made at executive board meetings shall be by vote 
 as determined by a show of hands.

Quorum:

Quorum for executive board meetings shall be not less than two fifths (2/5) of the number of executive board members holding “mandatory” board positions.

Protection of Executive Board:

No executive board member of HAFTA, nor his or her heirs or legal representatives shall be liable for, without limitation, any act, failure 
 to act, receipts, neglect, or default of any other member of HAFTA 
 for any loss, damage, or expense happening to HAFTA through the insufficiency or deficiency of title to any property acquired by the order of the Executive Board or on behalf of HAFTA, or for the insufficiency or deficiency of any security in or upon which any of the monies 
 of HAFTA shall be invested, or for the loss of damage arising 
 from the bankruptcy, insolvency or tortuous act of any person, 
 firm or corporation with whom any of the monies, securities 
 or effects of HAFTA shall be lodged or deposited, or for the loss occasioned by an error of judgment or oversight on their part, 
 or for any loss, conversion, misapplication or misappropriation 
 of any damage resulting from any dealing with any monies, 
 securities or other assets belonging to HAFTA, or for any loss, damage or misfortune whatsoever which may happen in the 
 execution of the duties of their respective office or trust, or 
 in relation thereto, unless the same shall happen by or through 
 their own dishonesty or willful neglect or default.