Presentation to 2014 Annual General Meeting For Ratification Changes to the WMSC By-Laws/Constitution in preparation for the coming Ontario Not-for-Profit Corporations Act (ONCA)

Agenda Welcome Brian Jewett Introductions Brian Jewett Background and expectations Brian Jewett Legislation presentation Steve Indig Mandated and recommended changes Patrick Pavlik WMSC working process/timetable Patrick Pavlik Proxy voting details Steve Indig Discussion Patrick Pavlik Approval if membership Brian Jewett

The information relied upon for this presentation 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/

Mandated & Recommended Changes By-Laws proxy references are underlined By-Laws need to allow proxy voting per Ontario Legislation Proxy Voting – Current 8(b) 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(c) 9(h)

Mandated & Recommended Changes Proposed changes achieve proxy compliance and provide a manageable administration process Proxy Voting – Proposed 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: Be signed by the Member Be in a form that complies with the Act Comply with the format stipulated by the Corporation and Be submitted to the Chair Nominations Committee of the Corporation at least two (2)business days prior to the meeting of the Members

Mandated & Recommended Changes Historically WMSC has been challenged with the current quorum of 50 Quorum of 25 is realistic Quorum - Current 9) 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.

Mandated & Recommended Changes Current voting membership model is upwards of 5000 eligible voters 5 categories/classes of membership – difficult to manage and may handcuff the Club upon the ONCA becoming law Model 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 1 Proposal to limit families to 1 vote per user/participant family User/participants will be asked to become “invested” like a volunteer Voting Membership - Proposed

Mandated & Recommended Changes A family with a coach, manager and 2 players has 3 votes One vote per member per ONCA recommendations One (1) class Membership model is primary change Family votes and participant investment via orientation is secondary Voting Membership – Proposed – Part 2

By-Law Update Process Introduction of By-Law changes will occur in 4 + phases Discuss legislative requirements - Nov 5 Information Session Fine tune By-Law wording in preparation for the AGM Ratify proxy voting process for 2014 AGM - at the AGM Present updated By-Law changes for approval - at the 2014 AGM 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