Collingwood
Minor Hockey
Association
By-Laws
By-Laws No. 1
April 14, 2004 replacing the Constitution
Revised April 8th, 2009
Table of Contents
Article 1.00 - Definitions Pages 3 - 4
Article 2.00 - Registered Office and Seal Page 4
Article 3.00 - Mission of the Association Page 4
Article 4.00 - Affiliations Page 5
Article 5.00 - Classes of Membership Page 5
Article 6.00 - Terms of Membership and Eligibility Pages 5 - 7
Article 7.00 - Meetings of the Membership Pages 7 - 9
Article 8.00 - Board of Directors Page 10
Article 9.00 - Procedure for Election of Directors Pages 10 - 12
Article 10.00 - Board Responsibilities Pages 12 - 15
Article 11.00 - Officers & Responsibilities of Officers Pages 16 - 18
Article 12.00 - Committees of the Board Pages 18 - 20
Article 13.00 - Execution of Documents Page 21
Article 14.00 - Financial Year Page 21
Article 15.00 - Banking Arrangements Pages 21 - 22
Article 16.00 - Borrowing by the Association Page 22
Article 17.00 - Notice Pages 22 - 23
Article 18.00 - Passing and Amending By-Laws Pages 23 - 24
Article 19.00 - Repeal of Prior By-Laws Page 24
Article 20.00 - Rules of Procedure Page 24
Article 21.00 - Effective Date Page 24
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A By-Laws relating generally to the conduct of the affairs of the Collingwood Minor Hockey Association, BE IT ENACTED as a By-Laws of Collingwood Minor Hockey Association
as follows:
1.00 Definitions
1.1 In this By-Law and all other By-Laws and Resolutions of the Association, unless the context otherwise requires:
a) “Association” means Collingwood Minor Hockey Association (or such other name as the Association may in the future legally adopt);
b) “Board” means the Board of Directors of the Association;
c) “CHA” means the Canadian Hockey Association (or such other name as the CHA may in the future legally adopt);
d) “Corporations Act” means the Corporations Act R.S.O. 1990, Chapter 38, and any statue amending or enacted in substitution therefore, from time to time;
e) “Director” means an individual who has been elected to the Board of Directors of the Association;
f) ‘Letters Patent” means the Letters Patent incorporating the Association, as from time to time amended by Supplementary Letters Patent;
g) “Officers” means the individuals who hold the offices enumerated in Article 11;
h) “OHF” means the Ontario Hockey Federation (or such other name as the OHF may in the future legally adopt);
i) “OMHA” means the Ontario Minor Hockey Association (or such other name as the OMHA may in the future legally adopt);
j) “Policies” means written statements governing issues affecting the affairs of the Association, which have been considered and approved by the Board of Directors of the Association;
k) “CMHA” means the Collingwood Minor Hockey Association;
l) “Members” means all classes of membership in the Association as provided for in Article 5;
m) “GBMHL” means the Georgian Bay Minor Hockey League;
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n) “GBTLL” means the Georgian Bay Triangle Local League;
o) “OHA” means the Ontario Hockey Association;
p) “Parent/Guardian: means:
1.) The biological parent
2.) The legal guardian residing at the same address as the registered hockey player.
1.2 All terms defined in the Corporations Act have the same meaning in this By-Law and all other By-Laws and Resolutions of the Association.
2. Registered Office and Seal
2.1 The Corporate Seal of the Association shall be in the form as the Board may be resolution from time to time adopt, and shall be entrusted to the Secretary of the Association for its use and safekeeping.
2.2 The registered head office of the Association shall be in the Town of Collingwood, in the Province of Ontario and thereafter as the Association may from time to time determine by special resolution of the members pursuant to the Corporations Act. The Association may establish such other offices within Canada, as the Board may deem expedient by resolution.
2.3 The boundaries of the Association shall be set out by the OMHA Residency Rule # 18.
3. Mission of the Association
3.1 The purpose of the Association is to organize, develop and promote minor ice hockey for the youth of the Town of Collingwood including:
a) The opportunity for all eligible individuals to participate in recreational house/local league ice hockey, and to provide community based programs, which will allow a player to participate in an environment for fun, physical exercise and fair play;
b) The development of an participation in representative ice hockey and provide the opportunity to participate at the highest competitive level;
c) To instill in all players, coaches, managers and members associated with the CMHA good sportsmanship, correct and proper behaviour on and off the ice, respect for authority and team play;
d) The Association shall be operated without the purpose of pecuniary gain to any of the Members and any surplus or accretions of the Association shall be used solely for the purposes of the Association and for the promotion of its objects.
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4. Affiliations
4.1 The Association shall have the following affiliations;
a) The Association shall be a member of the OMHA; and,
b) Any decision to affiliate, amalgamate or associate with a Junior Club can not be taken except at a Special Board Meeting of CMHA, called for this purpose, and any decision thereof must be approved by a two-thirds (2/3) majority vote of the Board of Directors.
c) GBMHL
d) GBTLL
5. Classes of Membership
5.1 There shall be four (4) classes of Membership in the Association:
a) Active Membership;
b) Parent/Guardian Membership;
c) Honorary Lifetime Membership;
d) Volunteer Non-Members.
6. Terms of Membership and Eligibility
6.1 Terms and Eligibility
a) Active Membership
Active Members shall include all elected or appointed Directors or officials, and all convenors, coaches, managers and trainers appointed for the current season, and all registered players who are at least eighteen (18) years of age. Members in this classification will be allowed one (1) vote per person.
b) Parent/Guardian Membership
Parent/Guardian Members shall include all parents and or legal guardians of registered players in good standing where the registered player is under the age of eighteen (18) years. Each Parent/Guardian Member of a registered player shall be entitled to vote and may attend membership meetings and, by invitation, meetings of the Board and Committees of the Association.
c) Honorary Lifetime Membership
Honorary Lifetime Membership may be granted to an individual who has rendered extraordinary and distinguished service to the Association. Individuals may be nominated to be Honorary Lifetime Members by any Member of the Association and the
granting of Honorary Lifetime Membership must be confirmed by a majority vote of the Board of Directors.
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Honorary Members will have no vote but may attend members meetings and by invitation, meetings of the Board and Committees of CMHA.
d) Volunteer Members
Volunteer Members may be eligible for membership. The Board shall consist of a minimum of thirteen (13) Parent/Guardian Members and up to two (2) Volunteer Members.
e) One (1) Person – one (1) Class of Membership
Although it is possible for a member to be qualified for more than one (1) class of membership in the Association, no person may hold more than one (1) class of membership. It is therefore mandatory that each member shall declare himself/herself prior to the start of any meeting of the membership and advise the Chairperson of the membership class he/she wishes to represent. Once the meeting is called to order, the member must remain in that class of membership and may not change to another category or class of membership.
6.2 Membership List
Subject to Article 6.7 herein, the Registrar of the Board shall prepare and maintain a list of current Active Members, Parent/Guardian Members, and Honorary Lifetime Members, and Volunteer Non-Members. This list shall be kept with the Registrar and updated as necessary and made available to all Directors. Such list of Members shall be used to determine eligibility to attend and vote at any Meeting of the Membership.
6.3 Membership Year
Unless otherwise determined by the Board, every Membership, other than Honorary Lifetime Memberships shall commence on or after September lst in each year, and shall lapse and terminate on the 31st day of August next following the date on which such Membership commenced.
6.4 Termination
a) Membership in the Association shall not be transferable and shall terminate upon a Member’s resignation or death.
b) Members may resign from the Association by submitting a resignation in writing addressed to the Secretary who in turn notifies the appropriate Board Members.
c) Members in good standing shall be those admitted to Membership and who have paid all required membership fees to the Association. Members whose membership fees are in arrears for a period of three (3) months shall be suspended from Membership and not permitted to vote, make nominations or hold office in the Association. The Secretary shall inform those concerned of this suspension in writing.
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d) Members whose conduct is considered by the Board to be contrary to the stated Code of Conduct and the purposes of the Association shall be asked by the Board to explain or justify their actions. If these Members are unwilling or unable to do so, they shall be asked by the Board to resign from the Association. If they do not resign, the Board shall give proper notice of motion, to be considered at the next Board Meeting, requesting the expulsion of these Members. A copy of this motion shall be communicated to the Members concerned within a reasonable period of time for that person to make a written response. If a response is made, it shall be circulated with the notice of motion. Approval of such a motion shall require a two-thirds (2/3) majority in a ballot conducted at the Meeting. The Members concerned shall be invited to attend the Meeting and to explain their position before the vote is taken.
6.5 Membership Fees
Registration fees shall be established annually by the Board and resolved by the Board.
6.6 Right to Vote
All Active Members, Parent/Guardian Members shall be entitled to notice of and to vote at all Meetings of Members of the Association.
6.7 Record Date
Individuals, who are Members of the Association at least thirty-five (35) days in advance of any General Meeting of the Members of the Association, are entitled to notice of and to vote at such General Meeting of Members. Any individual who is not a Member at least thirty-five (35) days in advance of the General Meeting is not entitled to notice of or to vote at such General Meeting for which the record date has been established.
7. Meetings of the Membership
7.1 Annual General Meeting of Members
The Annual General Meeting (AGM) shall be held each year in April, at a time, place and day determined by the Board, for the transaction of at least the following business, to be set out in the agenda of such Annual General Meeting.
a) Approval of the agenda;
b) Approval of the minutes of the previous Meeting of the Membership;
c) Receiving reports of the activities of the Association during the preceding year;
d) Receiving information regarding the planned activities of the Association for the current year;
e) Receiving and approving the report of the Auditor of the Association from the previous year and a projected financial position for the current year;
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f) Appointment of the Auditor for the ensuing year;
g) Consideration of any proposed amendments to the Letters Patent or By-Laws of the Association;
h) Transaction of any business, which relates to the business of the Meeting, referred to above, and notice and particulars of which are received by the Secretary in writing on or before 6:00 p.m. On February 10th, immediately preceding the Annual General Meeting;
i) Election of the new Board.
7.2 Additional General Meetings of Members
In addition to the Annual General Meeting and the April General Meeting described in Article 7.1, a General Meeting of the Membership may be called at any time by a Resolution of the Board. The business to be transacted at a General Meeting shall be limited to that specified in the notice calling the General Meeting.
7.3 Notice
a) Annual General Meeting
Notice of the Annual General Meeting to be held in April in each year, shall set out the agenda, including particulars of any other business to come before the Meeting. The time and the place of the Meeting, and such notice shall be delivered to all Members at the last known address recorded for such Members in the records of the Association. Such notice shall be posted in all Association Arenas at least thirty (30) days prior to the date of the Meeting.
b) Additional General Meetings of the Membership
Notice of any additional General Meeting of the Membership shall be mailed to all Members at the last known address recorded in the records of the Association. Such notice shall be posted in all Association Arenas within at least fifteen (15) days prior to the date of the Meeting.
c) Error or Omission in Notice
No inadvertent error or omission in giving notice of any Annual General Meeting or additional General Meeting of Membership or any adjourned Meeting, whether Annual or General, shall invalidate such a Meeting or make void any proceedings taken at such Meeting and any Member may at any time waive notice of any such Meeting and may ratify, approve and confirm any or all actions or proceedings taken at any such Meeting.
7.4 Quorum
A quorum for an Annual General Meeting or General Meeting shall be a minimum of twenty-five (25) Members eligible to vote and present in person. No business shall be
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transacted in the absence of a quorum except to take measures to obtain a quorum, to establish the time to which to adjourn, or to take a recess.
7.5 Voting Procedures
a) A majority of votes cast by Members entitled to vote, unless otherwise required by the Corporations Act or by the By-Laws of the Association, shall decide every question proposed for consideration at Meetings of the Membership;
b) The Chair presiding at a Meeting of the Membership shall have a vote only in the event of a tie vote;
c) At the Meetings of the Membership, every question shall be decided by a show of hands, unless a specific count or unless a secret ballot is required by the Chair or requested by any Member entitled to vote. Whenever a vote by show of hands has been taken upon a question, unless a specific count or secret ballot is requested or required, a declaration by the Chair that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Meeting is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
7.6 No Proxies
Proxies will not be permitted. Members must be present in person at additional General Meetings and Annual General Meetings of the Membership in order to exercise their voting rights in relation to matters coming before an additional General Meeting or an Annual General Meeting of the Membership.
7.7 Adjournments
Any Meeting of the Members of the Association may be adjourned at any time and from time to time and such business may be transacted at such adjourned Meeting(s) as might have been transacted at the original Meeting(s) from which such adjournment took place. No notice shall be required of any such adjourned Meeting other than to those Members present in person at the adjourned Meeting. Such adjournment may be made notwithstanding that no quorum is present.
7.8 Chair
In the absence of the President and the Vice-President, the Members entitled to vote and present at any Meeting of the Membership shall choose another Director as Chair and, if no Director is present or if all the Directors present decline to act as Chair, the Members present shall choose any Member present to be Chair.
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8. Board of Directors
8.1 Composition
a) Eligibility – a Director
i) Shall be nineteen (19) or more years of age;
ii) Shall not be an undischarged bankrupt or of unsound mind;
iii) Shall be a Member of the Association at the time of his or her election or appointment;
iv) Shall remain a Member of the Association throughout his or he term of office.
b) Number of Directors
The affairs of the Association shall be managed by a Board, which consists of a maximum of fifteen (15) elected Directors.
c) Term of Office
i) Five (5) Directors (excluding the President) may be acclaimed at the final meeting of the existing Board of Directors prior to the Annual General Meeting. No Director may be acclaimed two (2) consecutive years.
ii) The term of all incumbent Directors at the date of adoption of this By-Laws shall expire and terminate by special resolution of the Board following the Annual General Meeting prior to June 30th that follows said Meeting.
d) Change in Number of Directors
The Association may by special resolution increase or decrease the number of its Directors. Any change in the number of Directors shall be in compliance with prevailing Ontario laws and regulations.
9. Procedure for Election of Directors
9.1 Nominations
The election of Directors shall take place at the Annual General Meeting of the Membership. Nomination Forms for the Board shall be available each year from the Secretary by January 31st. A Nomination Form must be completed by all nominees and two (2) nominators who are Members of the Association.
9.2 Board Positions
The Board shall consist of the following:
a) Past President - (immediate)
b) President – Elected one (1) year term
c) Vice-President – Elected one (1) year term
d) Treasurer – Elected one (1) year term
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e) Secretary – Elected one (1) year term
f) Directors at Large – Eleven (11) elected one (1) year term
9.2 a) Five (5) Directors (excluding the President) may be acclaimed at the final Meeting of the existing Board of Directors prior to the Annual General Meeting. No Director may be acclaimed two (2) consecutive years.
9.2 b) The outgoing President will be acclaimed to the position of Past President upon the election of a new President.
9.3 Election Procedures
The Chair of the Nominations and Elections Committee shall post in the Association Arena a listing of all individuals who have been nominated for election to the Board on or before the fifteenth (15th) day of March in each year. Nominations may also come from the floor at the Annual General Meeting.
9.4 Vacancies
Any vacancy occurring on the Board may be filled only for the remainder of the current year of the vacated term by Resolution of the Directors then in office provided there is a quorum of Directors then in office. The Board shall invite applications from the Membership for appointment to the vacancy on the Board. The Board shall appoint a replacement Director within thirty (30) days after the Board position was vacated.
9.5 Termination
a) Removal of Director by Membership
Provided that notice specifying the intention to pass such resolution has been given with the notice of Meeting, eligible voting Members of the Association, by a resolution passed by a least two-thirds (2/3) of the votes cast at a General Meeting of Members may remove any Director before the expiration of his or her term of office, and by a majority of the votes cast at that Meeting, may elect any person in his or her stead for the remainder of his or her term.
b) Absenteeism
Unless otherwise determined by the Board, the absence of a Director from three (3) consecutive Board Meetings or the absence of a Director from four (4) out of any eight (8) consecutive Board Meetings shall be deemed to be a resignation of the said Director from the Board.
c) Resignation
The office of a Director shall be vacated upon the occurrence of any of the following events:
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1) If a Director resigns by delivering to an Executive Member of the CMHA a written resignation. The resignation shall take effect at the time of such delivery, unless a later date is specified in the resignation.
2) Automatically upon a Director obtaining a status of bankruptcy.
3.) Automatically upon a Director becoming of unsound mind, as so found by a Court in Canada.
4.) Automatically upon a Director acquiring a criminal conviction.
5.) The Board, by resolution approved a majority of votes of the Directors, provided the remaining Directors constitute a quorum, may remove any Director for cause before the expiration of his or her term of office.
6.) If found to be in breach of the Operating Rules and By-Laws of the CMHA, and the OMHA by the Discipline Committee as per the Discipline Manual, a Director shall vacate the position of Director.
7.) Automatically upon a Director being absent from three (3) Meetings without prior notice and reasonable cause may be excused by a majority vote of the Board.
8.) Automatically upon death of a Director.
10. Board Responsibilities
10.1 Governance
The Board of Directors shall govern the Association in compliance with the objects, powers, By-Laws and Policies of the Association, Rules of Operation and all applicable laws and regulations.
10.2 Board Meetings
a) Regular Board Meetings
Except as otherwise required by law, the Board may hold Meetings at such place or places as the President or, in his or her absence, the Vice-President, may from time to time determine. The Board shall meet not less than twelve (12) times per year.
b) All Meetings of the CMHA Board of Directors shall be open to any interested persons, including coaches, managers and trainers, provided verbal notice of intention to attend such Meetings is received by the President or Secretary at least seven (7) days prior to the said Meeting. No spectators or guests shall have voting privileges. No spectator or guest shall address the Board without first being recognized by the Chair.
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c) Special Board Meetings
Special Board Meetings may be called by the President or a Vice-President in the absence of the President or on petition in writing to the Secretary signed by any three (3) Directors. Business transacted at a Special Board Meeting shall be limited to that specified in the notice calling the Meeting.
10.3 Notice of Board Meetings
a) Notice shall be communicated to all Directors at least seven (7) days in advance of the Meeting, unless all Directors agree to the calling of a Meeting on shorter notice or the Board Meeting is held on a regular day or date each month or immediately following a Meeting of the Members of the Association.
b) Notice shall include a tentative agenda in the case of a regular Board Meeting and shall specify the business to the conducted in the case of a Special Board Meeting.
c) No formal notice of any Board Meeting shall be necessary if all the Directors are present or if those absent signify their consent to the Meeting being held in their absence.
10.4 Error in Notice
No error or omission in giving notice for a Board Meeting shall invalidate such Meeting or invalidate or make void any proceedings taken at such Meeting, and any Director may at any time waive notice of any such Meeting and may ratify and approve of any or all proceedings taken or had thereat.
10.5 Adjournment of Board Meetings
Any Board Meeting may be adjourned at any time and from time to time and such business may be transacted at such adjourned Meetings as might have been transacted at the original Meeting from which such adjournment took place. No notice shall be required of any such adjournment.
10.6 Quorum
A quorum for a Board Meeting shall be two-thirds (2/3) of the Board. No business of the Board shall be transacted in the absence of a quorum.
10.7 Voting Rights
Each Director, present at a Board Meeting, including the Chair, shall be entitled to one (1) vote. The Chair shall have a second (2nd) vote in the event of a tie vote.
10.8 Voting Procedures
A majority of votes of the Directors present at a Board Meeting shall decide every question. Every question shall be decided in the first instance by a show of hands and, unless a secret ballot is demanded by a Director present, a declaration by the Chair that the motion has been carried or not carried and an entry to that effect in the minutes of the
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Meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against such motion.
10.9 Remuneration
Directors shall serve without remuneration and no Director shall indirectly or directly receive any remuneration, salary or profit from the position of Director or for any service rendered to the Association; provided that, the Board of Directors may establish Policies relating to the reimbursement of Directors for reasonable expenses incurred in the performance of their duties as Directors of the Association.
10.10 Conflict of Interest
a) Every Director who directly or indirectly has an interest in a proposed or existing contract or transaction or other matter relating to the Association shall make a full and fair declaration of the nature and extent of the interest at a Board Meeting.
b) The declaration of a conflict of interest shall be made at the Board Meeting at which the question of entering into the contract or transaction or other matter is first taken into consideration or, if the Director is not at the date of that Board Meeting interested in the proposed contract or transaction or other matter, at the next Board Meeting held after the Director assumes the office.
c) After making such a declaration, no Director shall vote on such a contract or transaction or other matter, nor shall he or she be counted in the quorum in respect of such a contract or transaction or other matter.
d) If a Director has made a declaration of an interest in a contract or transaction or other matter in compliance with this Article, the Director is not accountable to the Association for any profit realized from the contract or transaction or other matter.
e) If a Director fails to make a declaration of interest in a contract or transaction or other matter in compliance with this Article, the Director shall account to and reimburse the Association for all profits realized, directly or indirectly, from such contract or transaction or other matter.
10.11 Indemnification of Directors
Every Director of the Association and his or her heirs, executors, administrators and estate and effects respectively shall from time to time be indemnified and saved harmless by the Association from and against;
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a) All costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for and in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her in or about the executive of the duties of his or her office; and
b) All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own willful neglect or default; provided that, no Director of the Association shall be indemnified by the Association in respect of any liability, costs, charges or expenses that he or she sustains or incurs in or about any action, suit or other proceeding as a result of which he or she is adjudged to be in breach of statute unless, in an action brought against him or her in his or her capacity as a Director, he or she has achieved complete or substantial success as a defendant.
c) The Association may purchase and maintain such insurance for the benefit of its Directors as the Board may from time to time determine.
10.12 Confidentiality
Every Director and Officer of the Association shall respect the confidentiality of matters brought before the Board for consideration in camera.
10.13 Rules of Operation
Notwithstanding any other provision contained in this By-Laws the Board shall have the power to pass without any confirmation or ratification by the Members of the Corporation all necessary rules and regulations as they deem expedient related in any way to the operations of the Corporation, including, without limitation, the conduct of members, member teams and guests, provided such rules and regulations are not otherwise inconsistent with the Letters Patent of the Corporation or this By-Laws.
The Rules of Operation should not deal with such things as: fees and dues of members; qualification, admission, transfer, classes and termination of membership; qualification and election of Directors; meetings of Directors and/or members; appointment and duties of officers; execution of documents; establishment of and procedures for committees; auditors and fiscal year-end; and amending By-Laws, which matters are more properly dealt with in the By-Laws. Rules of Operation should strictly deal with only those day-to-day matters directly affecting the member teams and players such as hockey jerseys, tournaments, player and parent conduct and discipline, harassment and abuse, referees and officials, player release, equipment and ice time to name a few.
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11. Officers & Responsibilities of Officers
11.1 Elected/Appointed Directors
a) Five (5) Executive Members are to be elected/appointed by the Board of Directors from among itself, and the Executive will consist of:
1) President
2) Vice-President
3) Secretary
4) Treasurer
5) Past President
The remaining Directors shall assume duties on various Standing Committees as per
Article 12.
11.2 Term of Office
The elected Directors shall hold Office until the April General Meeting held approximately one (1) year after the Directors are elected.
11.3 Termination of Officers
a) Removal for Cause
The Board, by resolution approved by two-thirds (2/3) of the Directors present, may remove any Officer for cause before the expiration of his or her term of office.
b) Resignation
Any Officer of the Association may resign his or her Office by submitting a letter of resignation to the President of the Association.
11.4 Vacancies in Office
If a vacancy occurs in any office, or if for any reason an Officer is unable or unwilling to act in that capacity, a Board Meeting shall be held within thirty (30) days for the purpose of selecting a replacement Officer from among the current Board of Directors.
a) The Board shall fill vacancies in other Offices for the balance of the unexpired terms from among those eligible to serve.
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11.5 Responsibilities of Officers
a) President - The President shall:
i) Represent the Association in the Community;
ii) Act as Chair of the Board, the Executive Committee, and at all Meetings of the Membership;
iii) Exercise general supervision of the Association in accordance with Policies determined by the Board;
iv) Be a non-voting Member of all Committees and Sub-Committees of the Association;
v) Report regularly to the Board on matters of interest;
vi) Delegate tasks as necessary.
b) Vice-President - The Vice-President shall:
i) Assumes the duties of the President in the absence for any reason of the President;
ii) Monitor adherence by the Board to all existing Policies and inform the Board with respect to any inconsistencies between existing Policies and a proposed policy;
iii) Assumes the position as Discipline Chairperson, is responsible for maintaining case files while in term of present year. At the end of term all case files shall be handed over to the legal representation that CMHA has in place. These case files will be kept on file for future reference and remain sealed. A written report will be used as reference if needed;
iv) Be the primary contact for the OMHA;
v) Ensure that each convenor receives a copy of the Referees rulebook and OMHA Manual of Operations;
vi) Carry out duties as assigned by the Board, the Executive Committee or the President.
c) Treasurer – The Treasurer shall:
i) Ensure adherence to and implementation of financial Policies in the financial administration of the Association;
ii) Ensure the submission of the books of account to the Auditor of the Association at the end of the financial year;
iii) Present a report of the Auditor from the previous year and a projected financial position for the current year to the Membership at the Annual General Meeting;
iv) Evaluate, review and recommend financial policy to the Executive Committee and to the Board;
v) Chair the Budget Committee;
vi) Chair the Sponsorship Committee;
vii) Carry out duties assigned by the Board, the Executive Committee or the President.
d) Secretary – The Secretary shall:
i) Record or delegate the recording of the minutes of General Meetings of the Membership, Board Meetings and Executive Committee Meetings and ensure that Association records are regularly and properly kept and all business is conducted in accordance with any applicable statute or law, the Letters Patent and By-Laws and the Policies and procedures established by the Board or by the Membership;
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ii) Ensure the proper custody of the Association’s corporate seal, corporate minutes and resolutions and other corporate records and documents;
iii) Be responsible for receiving and distributing all correspondence received or sent by the Association and all communications within the Association;
iv) Recommend policy to the Board regarding internal and external communications of the Association;
v) Ensure that all necessary and appropriate insurance has been purchased;
vi) Chair the Registration Committee;
vii) Maintain the membership list referred to in Article 6.2;
viii) Carry out duties as assigned by the Board, the Executive Committee or the President.
e) Past President – The Past President shall:
i) Chair the Nominations and Elections Committee;
ii) Be available to assist any Director requiring assistance in the completion of his or her functions;
iii) Carry out other duties as assigned by the Board, the Executive Committee, or the President.
12. Committees of the Board
12.1 Standing Committees
The following Committees shall be Standing Committees of the Board:
a) Executive Committee
b) Representative Hockey Operations Committee
c) Local League Hockey Operations Committee
d) House League Hockey Operations Committee (if numbers warrant)
e) Discipline Committee
f) Ways and Means/Sponsorship Committee
g) Equipment Committee
h) Registration Committee
i) Tournament Committee
j) Training/Risk Management/Coach Monitoring Committee
12.2 Nothing in this By-Laws shall be construed to limit the ability of the Directors and Membership of the Association from abolishing or creating Standing Committees by By-Laws or from establishing such Ad Hoc Committees or Sub-Committees by Directors’ Resolution as may be desired or required from time to time.
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12.2 Executive Committee
a) The Executive Committee shall be chaired by the President, and shall consist of the Vice-President, the Secretary, the Treasurer, the Past President and the Training/Risk Management Director and shall be responsible for the day to day management of the affairs of the Association, including monitoring of all Committees to ensure all Policies of the Association are being complied with.
b) The Executive Committee shall:
i) During the intervals between the Board Meetings, take action in relation to any matter of any nature within the power and the authority of the Board, which requires immediate attention before the date of the next Board Meeting. Such action shall not involve any change of policy or the authorization of unbudgeted expenditures, and any action taken shall be submitted to the Board for ratification at the next Board Meeting;
ii) Review recommendations and proposals prior to such recommendations or proposals being submitted to the Board for Resolution;
iii) Present a report regarding the activities of the Executive Committee to the Board;
iv) Submit to the Budget Committee an estimate of revenues and expenditures of the Executive Committee for the next fiscal year of the Association;
v) Recommend policy to the Board regarding management and administrative issues related to the Association;
vi) Deal with any other matters assigned to it by the Board or by the President.
12.4 Representative Hockey Operations Committee
a) The Representative Hockey Operations Committee shall consist of a Chair and appointed members per CMHA operating rules.
b) The Representative Hockey Operations Committee shall operate the Representative Hockey Program pursuant to the Policies of the Association.
12.5 Local League Hockey Operations Committee
a) The Local League Hockey Operations Committee shall consist of a Chair and appointed members per CMHA operating rules.
b) The Local League Hockey Operations Committee shall operate the Local League Hockey Programs pursuant to the Policies of the Association.
12.6 House League Hockey Operations Committee (if numbers warrant)
a) The House League Hockey Operations Committee shall consist of a Chair and appointed members per CMHA operating rules.
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b) The House League Hockey Operations Committee shall operate the House League Hockey Programs pursuant to the Policies of the Association.
12.7 Standing Committee Procedure
a) All Standing Committees shall comply with all By-Laws, guidelines, Policies and procedures of the Association as determined by the Board of Directors or the Membership of the Association, from time to time, and also shall comply with all requirements of the OMHA , the OHF, the CHA, and, if applicable, any other hockey organizations with which the Association teams are participating.
b) Meetings
Each Standing Committee shall meet at the call of the Chair but shall meet not less than four (4) times per year.
c) Notice
Notice of all Meetings of Standing Committees shall be communicated to all Members of the Standing Committee at least seven (7) days prior to the Meeting, except that such notice may be waived by consent of all Members of the Standing Committee.
d) Quorum
A quorum for a Standing Committee shall be a majority of the Members of the Standing Committee.
e) Voting Rights
Each Member of a Standing Committee present at a Meeting shall be entitled to one (1) vote. In the case of an equality of votes, the Chair shall have a second (2nd) or casting vote.
f) Minutes
Standing Committees shall maintain and keep minutes of their Meetings and shall report to the Board at regular intervals and at any other time upon request by the Board.
g) Annual Report
Each Standing Committee shall prepare an Annual Report of the matters for which it is responsible to be presented to the Membership at the Annual General Meeting of the Association.
12.8 Sub-Committees and Ad Hoc Committees
The Standing Committee procedure also shall govern the procedure of all Sub-Committees and Ad Hoc Committees of the Association.
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13. Execution of Documents
13.1 Execution of Documents
The Board may from time to time appoint any Officer or Officers or any person or persons on behalf of the Association, either to sign documents generally or to sign specific documents. The Corporate Seal of the Association, when required, shall be affixed to documents executed in accordance with the foregoing.
13.2 Books and Records
The Board shall ensure that all necessary books and records of the Association required by the By-Laws of the Association or by any applicable statue are regularly and properly maintained and any contracts or agreements are filed for safekeeping.
14. Financial Year
14.1 The financial year of the Association shall terminate on the 30th day of April in each year.
15. Banking Arrangements
15.1 Banking Resolution
The Board shall designate, by resolution, the Officers and other persons authorized to transact the banking business of the Association, or any part thereof, with the bank, trust company, or other corporation carrying on a banking business that the Board has designated as the Treasurer of the Association, to have the authority to set out in the resolution, including, unless otherwise restricted, the power to:
a) Operate the accounts of the Association with a bank or a trust company;
b) Make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;
c) Issue receipts for and orders relating to any property of the Association;
d) Authorize any officer of the bank or trust company to do any act or thing on behalf of the Association to facilitate the business of the Association.
15.2 Deposit of Securities
The securities of the Association shall be deposited for safekeeping with one or more banks, trust companies or other place or places of safekeeping to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Association signed by such Officer or Officers, Agent or Agents of the Association, and in such manner as shall be determined from time to time
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by resolution of the Board, and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
16. Borrowing by the Association
16.1 Borrowing Power
Subject to the limitations set out in the Letters Patent, Supplementary Letters Patent, By-Laws or Policies of the Association, the Board may by Resolution authorize the Association to:
a) Borrow money on credit for the Association;
b) Issue, sell or pledge securities of the Association; or
c) Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Association.
16.2 Borrowing Resolution
From time to time, the Board may authorize any Director or Officer of the Association or any other person to make arrangements with reference to the monies so borrowed or to be borrowed and as to the terms and conditions of any loan, and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions, and to give such additional security as the Board may authorize, and generally to manager, transact and settle the borrowing of money by the Association.
17. Notice
17.1 Computation of Time
In computing the date when notice must be given under any provision of this By-Laws requiring a specified number of days’ notice of any Meeting or other event, the date of giving the notice is included, unless otherwise provided.
17.2 Omissions and Errors
The accidental omission to give notice of any Meeting of the Board or Members or the non-receipt of any notice by any Director or Member or by the auditor of the Association or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at Meeting. Any Director, Member or the Auditor of the Association may at any time waive notice of any Meeting and may ratify and approve any or all proceedings taken thereat.
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17.3 Method of Giving Notice
Whenever under the provisions of this By-Laws of the Association, notice is required to be given, such notice may be given either personally or by telephone or by depositing same in the post office or a public letter box, in a postage paid sealed envelope addressed to the Director, Officer or Member at his or her address as the same appears in the records of the Association. Any notice or other documents so sent by mail shall be deemed to be sent at the time when the same was deposited in a post office or public letter box as aforesaid. For the purposes of sending any notice, the address of any Member, Director or Officer shall be his or her last address in the records of the Association.
17.4 Notice to Attend Meeting
All Meetings of the CMHA Board of Directors shall be open to any interested persons, including coaches, managers and trainers, provided verbal notice of intention to attend such Meeting is received by the President or Secretary at least seven (7) days prior to the said Meeting. No spectators or guests shall have voting privileges. No spectator or guest shall address the Board without first being recognized by the Chair.
17.5 Emergency or Special Meetings may be called by the President, or by any two (2) Directors, provided forty-eight (48) hours notice is provided. Such notice may be given either personally or by telephone.
18. Passing and Amending By-Laws
18.1 The Board and a member in good standing may recommend amendments to the By-Laws of the Association from time to time, to the Membership.
a) A By-Law or an amendment to a By-Laws recommended by the Board shall be presented for adoption at the next Annual General Meeting of the Members of the Association. The notice of such Annual General Meeting shall refer to, describe and explain the By-Law or amendment(s) to the By-Laws to be presented at the Meeting of the Members.
b) A motion to amend the By-Laws recommended by the Board or proposed by a Member at a General Meeting of Members called for that purpose must be approved by a two-thirds (2/3) vote of the Members present at such General Meeting.
c) The Members at the General Meeting of Members may confirm the proposed By-Law or amended By-Laws as presented or amend or reject the proposed By-Law or amended By-Laws.
d) Any Amendment to the By-Laws by a Member must be in writing, signed by a Member in good standing and received by the Secretary of the Association by March 31st, immediately prior to the Annual General Meeting.
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e) All Members in good standing shall have access to any proposed amendments to the By-Laws, seven (7) days prior to the Annual General Meeting at a place as stated in the original meeting notice.
19. Repeal of Prior By-Laws
19.1 Repeal
All prior By-Laws of the Association, including the document entitled the “Constitution” of the Association are hereby repealed.
19.2 Proviso
The repeal of all prior By-Laws of the Association shall not impair in any way the validity of any act or thing done pursuant to any such repealed By-Laws.
20. Rules of Procedure
20.1 The Rules contained in the most current edition of “Procedures for Meetings and Organizations” by M. K. Kerr and Hubert W. King shall govern the rules and procedures to be used in conducting the Meetings and affairs of the Association in all cases to which they are applicable, and in which they are not inconsistent with the By-Laws or other governing documents or laws affecting the Association.
21. Effective Date
21.1 This By-Laws shall come into force without further formality upon its enactment after approval by the Members of the Association as herein before set out.
The foregoing By-Laws No. 1 is hereby enacted, ratified, sanctioned, confirmed and approved without variation by the affirmative vote of the Members of the Association at a General Meeting of the Members of the Association duly called and held at the National Bank in the Town of Collingwood, Ontario, and at which a quorum was present on the 20th, day of April, 2004.
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President Secretary
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