BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the TORONTO ULTIMATE CLUB (hereinafter referred to as the "Corporation") as follows:

Purpose

1. The purpose of the Corporation shall be to:
   1. organize and arrange Ultimate leagues and competitions;
   2. teach, develop and promote the sport of Ultimate;
   3. foster goodwill and sportsmanship according to the Spirit of the Game;
   and to undertake other complementary activities which benefit the Toronto Ultimate community and are not inconsistent with these goals.

Membership

2. The members of the Corporation shall be any person admitted as a member by the authority of the Board of Directors for such term and on such conditions as the Board of Directors may from time to time determine.
3. Every member shall be entitled to one vote at all meetings of the members of the Corporation.
4. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation.
5. Any member may be required to resign by a vote of three-quarters of the members present and voting at a special general meeting of the members. The affected member must be notified of the reasons for this action at least two (2) weeks prior to such a meeting and must be given the opportunity to be heard at such a meeting, either in person or by written submission.

Head Office

6. The head office of the Corporation shall be located in the City of Toronto in the Province of Ontario.

Board of Directors

7. The property and affairs of the Corporation shall be managed by a Board of Directors (hereafter called the "Board") of a fixed number, with a minimum of five (5) directors and a maximum of twenty (20) directors, elected from and by the members of the Corporation.
8. The directors of the Corporation are empowered to determine from time to time the number of directors of the Corporation within the minimum and maximum numbers provided for in this By-Law as the same may be amended from time to time.
9. A director shall hold office until the second annual meeting of the members following his or her election.
10. The office of a director shall be automatically vacated:
    1. if they cease to be a member;
    2. if by notice in writing delivered to the Secretary of the Corporation they resign their office;
    3. if by resolution passed by a three-quarters vote of those present at a special general meeting of the members called for that purpose, they are removed from office; or
    4. otherwise in accordance with the provisions of the Corporations Act (Ontario);
    provided that if any vacancy shall occur for any reason, the directors may by resolution fill the vacancy from among the members.
11. Directors as such shall not receive remuneration for their services but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Corporation.
12. The Board may exercise or direct the exercise of all such powers of the Corporation as are not by the Corporations Act (Ontario) (hereafter called the "Act") or by this By-Law required to be exercised by the members at general meetings.
13. The Board shall have the power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees.
14. The Board may employ such agents and engage such employees as it shall deem necessary from time to time and such appointees shall be paid such remuneration as the Board shall determine from time to time by resolution.
15. The Board may establish standing committees in connection with the work of the Corporation and may prescribe rules and regulations not inconsistent with the by-laws relating to the management and operation of the Corporation.
16. The Chair of the Board shall be elected annually by the Board from among the directors. The Chair shall, where possible, chair meetings of the members and of the Board. Otherwise, a chair shall be elected from among those present.

Ex Officio Directors

17. There shall be created a category of directors of the Corporation to be designated as ex officio directors subject to the provisions herein set forth.
18. Ex officio directors shall be entitled to all rights and privileges of the directors of the Corporation with the exception of the right to vote at meetings of the Board.
19. Ex officio directors may be appointed annually by the Board in such numbers as the Board shall from time to time determine.
20. Ex officio directors shall be eligible for reappointment subject to the provisions of any nominating policy established by the Board.
21. Ex officio directors as such shall not receive remuneration for their services but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Corporation.

Officers

22. The officers of the Corporation shall be the President, one or more Vice-Presidents, the Treasurer, the Secretary and such other officers as the Board may determine duties for and appoint. The officers shall be appointed by the Board and the President and the Secretary shall be appointed fro among the directors. The offices of President, Treasurer and Secretary shall be occupied by different persons. The General Manager, if there is to be one, may not concurrently hold another position on the Board.
23. The President shall be the chief executive officer of the Corporation and shall be an ex officio member of all standing committees.
24. The Vice-President, or if more than one, the Senior Vice-President, in the absence or disability of the President, shall perform the duties and exercise the powers of the President and shall perform other such duties as the Board from time to time may by resolution determine.
25. The Secretary shall maintain the official records of the Corporation and shall perform other such duties as the Board from time to time may by resolution determine.
26. The Treasurer shall have custody of the corporate funds and securities, shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation, and shall cause financial statements of the Corporation, for the just completed fiscal year and any other financial statements the Board may from time to time require, to be prepared and presented to the members. They shall deposit to the credit of the Corporation, in a bank or trust company to be named by the Board, all sums of money received by the Corporation. They shall disburse the funds of the Corporation in the regular course of its work or as they may be ordered or approved by the Board.

Meetings

27. The annual meeting of the members of the Corporation shall be held at a place, time and date determined by the Board. At least ten (10) days before the date fixed for each meeting, written notice thereof shall be sent to all members in good standing or shall otherwise be provided by means of the general communication facilities with the membership including computer website posting, telecopier or e-mail communications with TUC team representatives intended for redistribution to members, electronic communications, and the like. Other special general meetings of the members of the Corporation may be called at any time by decision of the Board with the same notice. The quorum at any meeting of the members of the Corporation shall be ten (10) members.
28. At all meetings of the Board or of the members, every question shall be determined by a majority of the votes unless otherwise specially provided by the Act or by this By-Law.
29. The meetings of the Board shall be held at the call of the Chair, President or Secretary on at least forty-eight hours’ notice unless all directors not present waive notice thereof. The quorum at any meeting of the Board shall be no less than two-fifths the number of directors which constitutes the Board.
30. At all meetings of the members, directors or committees, the chair thereof shall have a casting vote in the case of a tie in addition to his or her regular vote.

Auditor

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

Fiscal Year

32. The financial year of the Corporation shall terminate on such date in each year as may be fixed from time to time by the Board.

Borrowing and Security

33. Without limiting the powers of the Corporation as set forth in the Act, but subject to the Articles of the Corporation, the Board may from time to time on behalf of the Corporation, without authorization of the members:
    1. borrow money upon the credit of the Corporation;
    2. issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the Corporation, whether secured or unsecured;
    3. to the extent permitted by the Act, give directly or indirectly financial assistance to any person by means of a loan, guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person, or otherwise; and
    4. mortgage, hypothecate, pledge or otherwise create a security interest in all or any currently-owned or subsequently-acquired real or personal, movable or immovable property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness, liability or obligation of the Corporation.
    Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

Amendments of the By-Laws

34. This and other by-laws may be repealed or amended by by-law enacted by the present Board and sanctioned by an affirmative vote of a majority of the members present and voting at a meeting duly called for the purpose of considering any said by-law.

Seal and Signature

35. The Secretary shall have custody of any corporate seal which shall be in such form as shall be approved by the Board. Contracts, documents or other instruments in writing requiring the signature of the Corporation shall be approved by the Board and signed by any two of the President, a Vice-President, the Treasurer, the Secretary or other officer, provided however that the Board shall have power from time to time by resolution to appoint persons on behalf of the Corporation to sign contracts, documents or instruments in writing generally, or to sign specific contracts, documents and instruments in writing.

Winding Up

36. In the event of the Corporation being wound up or otherwise dissolved, its net assets, after payment of all debts and liabilities, will be transferred to a charitable corporation having objects similar to the Toronto Ultimate Club as approved by the Board and ratified by the members.

Repeal

37. The previous By-Laws No. 1 and No. 2 of the Corporation are repealed as of the coming into force of this By-Law. Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the ability of any contract or agreement made pursuant to, or the validity of any Articles (as defined in the Act) of the Corporation obtained pursuant to, any such by-law prior to its repeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this By-Law and all resolutions of the members or the Board or a committee of the Board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this By-Law and until amended or repealed.

Effective Date

38. This By-Law shall come into force when approved by the members and the Board in accordance with the Corporations Act (Ontario).

ENACTED the 25th day of October, 2001 (as amended and restated on September 23, 2006 by By-Law No. 4).

Leigh Kivenko (President) Thomas Meyer (Secretary)

The foregoing By-Law No. 3 is hereby passed by the Board of Directors of the Corporation pursuant to the Corporations Act (Ontario) by consent of all the directors as evidenced by their signatures hereto.

DATED the 25th day of October, 2001 (as amended and restated on September 23, 2006 by By-Law No. 4).

The foregoing By-Law No. 3 is hereby passed by the members of the Corporation.

DATED the 25th day of October, 2001 (as amended and restated on September 23, 2006 by By-Law No. 4).

Leigh Kivenko (President) Thomas Meyer (Secretary)