Presentation to 2014 Annual General MeetingFor Ratification

Changes to the WMSC By-Laws/Constitution in preparation for the coming

Ontario Not-for-Profit Corporations Act (ONCA)

Agenda1. Welcome Brian Jewett

2. Introductions Brian Jewett3. Background and expectations Brian Jewett4. Legislation presentation Steve Indig 5. Mandated and recommended changes Patrick Pavlik

6. WMSC working process/timetable Patrick Pavlik7. Proxy voting details Steve Indig 8. Discussion Patrick Pavlik9. Approval if membership Brian Jewett

Steve Indig

Ontario Not for Profit Corporations Act

Presentation by Steven Indig

The information relied upon for this presentation can be found at:

http://www.sportlaw.ca/nfp-act/ontario-act/

Right to Vote: Only of age Participant, Administrative, Volunteer and Life Time members in good standing and physically present at meetings shall have the right to vote. There shall be no proxy voting. Each member is entitled to only one vote, regardless of the number of capacities in which they qualify as members except as permitted by section 8 c. below.Voting by Parents or Guardians: A parent or guardian of a member under the age of 18 shall exercise one vote per underage member. The parent or guardian who registered the member with the Club during the calendar year shall be the designated voter, and if this criterion fails to resolve the issue, the voting entitlement shall be allocated evenly or resolved by a coin flipped by the presiding official of the member meeting. A parent or guardian of a member shall not otherwise have their own right to vote unless they qualify as an Administrative or Volunteer Member.Attendance, Participation & Voting: General meetings of the members shall be open to the public. Only members in good standing and persons invited by the Board may participate in the meeting. Non-member delegations wishing to participate in a general meeting must make written application to the Board no less than 10 days prior to a general meeting and the Board may in its absolute discretion either grant or deny the request. Only persons physically present may vote at a general meeting. No proxy voting shall be permitted except as provided in section 8 c. above (parent or guardian of underage member).

8(b)

8(c)

9(h)

By-Laws proxy references are underlinedBy-Laws need to allow proxy voting per Ontario Legislation

Mandated & Recommended Changes

Proxy Voting – Current

Proxy Voting – Every Member entitled to vote at a Meeting of Members may by means of a proxy, appoint a proxy holder, or one or more alternate proxy holders, to attend and vote on behalf of the Member. The proxy holder need not be a Member. A proxy must:

a) Be signed by the Memberb) Be in a form that complies with the Actc) Comply with the format stipulated by the Corporation andd) Be submitted to the Chair Nominations Committee of the

Corporation at least two (2)business days prior to the meeting of the Members

Proposed changes achieve proxy compliance and provide a manageable administration process

Mandated & Recommended Changes

Proxy Voting – Proposed

Quorum - Current9) g) Quorum :A quorum for an AGM shall consist of no fewer than 50 voting members. A quorum for a SGM shall consist of no fewer than 50 voting members who were not also requesting members for the SGM.

Proposed Quorum for a Meeting of Members:Twenty-five (25) Members present or by proxy will constitute a quorum. If a quorum is present at the opening of the meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present.

Historically WMSC has been challenged with the current quorum of 50 Quorum of 25 is realistic

Mandated & Recommended Changes

Current voting membership model is upwards of 5000 eligible voters5 categories/classes of membership – difficult to manage and may handcuff the Club upon the ONCA becoming lawModel is more player/user centric than volunteer Does not reflect which and how many attend member meetings (30 to 50)

Voting Membership - Current

Mandated & Recommended Changes

Advice is to reduce our membership size and reduce classes to 1Proposal to limit families to 1 vote per user/participant familyUser/participants will be asked to become “invested” like a volunteer

Voting Membership - Proposed

Mandated & Recommended Changes

Voting Membership – Proposed – Part 2

Mandated & Recommended ChangesA family with a coach, manager and 2 players has 3 votesOne vote per member per ONCA recommendations

One (1) class Membership model is primary changeFamily votes and participant investment via orientation is secondary

By-Law Update Process

Introduction of By-Law changes will occur in 4 + phases1.Discuss legislative requirements - Nov 5 Information Session

– Fine tune By-Law wording in preparation for the AGM2.Ratify proxy voting process for 2014 AGM - at the AGM3.Present updated By-Law changes for approval - at the 2014 AGM4.New Constitution/By-Laws effective Dec 10, 2014

– Once ONCA is in effect WMSC has 3 years to comply – Remaining ONCA compliance changes over the 3 years