Structure and Management of the Ottawa Curling Club

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Incorporation

The Ottawa Curling Club, Limited was incorporated on April 5, 1929 under what was then the Ontario Companies Act. The authorized capital was $100,000, consisting of 2000 shares of $50 each, of which 479 shares were ultimately issued.

Supplementary Letters Patent were issued under the Corporations Act on October 11, 1985. The 479 issued shares were divided into 38,320 Class A preference shares with a par value of $0.625 each (that is, 80 Class A shares per existing share). As well, 10 common shares with a par value of $1.00 each were authorized (none of which have been issued), as were 1,000,000 Class B preference shares with a par value of $0.01 each.

Voting Rights

Under the Supplementary Letters Patent, holders of Class A shares do not have any voting rights for the election of directors or any other purpose except as noted below, but are entitled to attend shareholders meetings, and to receive notice of such meetings as well as the financial statement and auditor's report. However, Class A shareholders are entitled to vote, on the basis of one vote for every 80 Class A shares held, at any shareholders meeting called for the purposes of dissolving or selling the OCC, changing the rights of Class A shareholders, or creating another class of shares of the same or greater priority.

Class B preference shares may be issued only to persons who are active members in good standing, as determined by the board of directors. Every holder of a Class B preference share is entitled to one vote at all shareholder meetings, and no person may hold more than one Class B share.

Pursuant to the Supplementary Letters Patent, the Board of Directors has determined, in the Club Rules and Regulations, that members in the Social membership category are not entitled to cast a vote at a meeting of shareholders; that is, they are not Class B preference shareholders. Social members are also not eligible to become Directors.

As of May 31, 1998, there were 525 Class B Preference shareholders. All persons who are registered holders of Class B Preference Shares at the commencement of the Annual Meeting are entitled to vote.

By-laws, Rules and Regulations

The OCC has enacted By-Laws, and Rules and Regulations pursuant to the By-Laws. The most recent complete set of By-Laws and Rules and Regulations was enacted by the Board of Directors in the Spring of 1986.

General Meetings

The Ottawa Curling Club has general meetings each Spring and Fall to inform the members about club events, issues, and decisions taken by the Board. The Spring Meeting is an informal information session, providing an opportunity to review the current season and announce plans and decisions for next season (e.g., membership fees). The Fall meeting is the official annual general meeting (AGM) and includes a review of the Club's financial statements, appointment of an auditor, reports from the President and Directors, and election of officers.  As well, a revised/updated Strategic Business Plan is presented, and the Board of Directors answers to the members for its achievements against the previous year’s plan.

Subsection 5(c) of Company By-Law Number 1 - 1986 (revised 1987) provides that twenty-five (25) registered Class B Preference Shareholders or their representatives, personally present, constitute a quorum at the AGM.

Proxies

Registered shareholders of Class B Preference Shares who are unable to be personally present at the AGM are requested to complete a proxy form and return it by 12:01 p.m. on the day of the AGM. The proxy form designates one or more Directors as nominees to act on the shareholder's behalf. Accompanying the proxy form is an information circular furnished by the OCC in connection with the solicitation of proxies.

Nominations

Any Class B shareholder and two seconders may nominate, in writing, another Class B shareholder for the office of director.  Nominations must be delivered to the OCC at least five days before a shareholders' meeting at which an election is to be held.

A Nominating Committee of three shareholders is appointed by the President to ensure that there are sufficient nominations for directors each year.

Last modified: September 27, 2005, 5:34 pm