Constitution (Stratford Minor Hockey)

PrintConstitution

By-Law Number 1
A by-law relating generally to the transaction of the affairs of STRATFORD MINOR HOCKEY ASSOCIATION BE IT ENACTED as a by-law of Stratford Minor Hockey Association as Follows:

1. Head Office
The Head Office of the Corporation shall be in the City of Stratford, in the Province of Ontario, and at such place therein as the directors may from time to time determine.

2. Board of Directors
The affairs of the Corporation shall be managed by the board of twenty (20) directors, each of whom at the time of his appointment or election or within (10) days thereafter and throughout his term of office shall be a member of the Corporation. The immediate one past president of the Corporation shall be appointed to hold office until the first annual meeting after he has been appointed or until a successor has been duly appointed and qualified. Each of the remaining eighteen (18) directors shall be elected to hold office until the first annual meeting after he or she shall have been elected or until their successor shall have been duly elected and qualified. The whole board shall be retired at each annual meeting, but shall be eligible for re-appointment or re-election of otherwise qualified. Nomination for directors shall be moved by a member of the Corporation and seconded by another member of the Corporation at the annual meeting prior to the election of the board of directors. The election may be by a show of hands unless a ballot be demanded by any member. The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at the meeting, elect any person in his stead for the remainder of his term

3. Vacancies, Board of Directors
Vacancies on the board of directors, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Corporation, if they shall see fit to do so, otherwise such vacancy will be filled at the next meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the member to fill the vacancy. If the number of directors if increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

4. Quorum and Meetings, Board of Directors
Nine directors shall form a quorum for the transaction of business. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine, but it must meet at least once in the months of January, February, March, April, September, October, November, and December in each year. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting be held in their absence. Directors' meetings may be formally called by the President, or by the Secretary on direction of the President, or by the Secretary on direction in writing of three (3) directors. Notice of such meetings shall be delivered, telephoned or telegraphed to each director not less than one (1) day before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting, no notice need be sent. A directors' meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The directors may consider or transact any business either special or general at any meeting of the board.

5. ERRORS IN NOTICE, BOARD OF DIRECTORS
No errors or omissions in giving such notice for a meeting of the directors shall invalidate such meeting or invalidate or make void any proceedings taken or had 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.

6. VOTING, BOARD OF DIRECTORS
Questions arising at any meeting of directors shall be decided by a majority of votes. The Chairman shall have a vote only in case of an equality of votes. All votes at such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way be assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his duties may be performed by the Vice-President or such other directors as the board may from time to time appoint for the purposes.

7. POWERS
The directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.

8. RENUMERATION OF DIRECTORS
The directors shall receive no remuneration for acting as such.

9. OFFICERS OF CORPORATION
There shall be a President, First Vice-President, Second Vise President, a Secretary, a Treasurer, and one (1) immediate Past-President and such other officers as the board of directors may determine by by-law for time to time. No person may hold more than one (1) office. The President, Vice Presidents, Secretary and the Treasurer shall be elected by the board of directors from among their number at the first meeting of the board after the annual election of such board of directors, provided that in default of such election, the then incumbents, being members of the board, shall hold office until their successors are elected. To be elected President of the Corporation a person must be: an active member of the S.M.H.A., a participant on the board of directors and have served on a committee for at least two (2) years of the past three (3) years. The new constitution will now read as follows: To be elected President of the Corporation a person must be: an active member of the S.M.H.A., a participant on the board of directors and have served on a committee ch for at least two (2) of the past three (3) years.

9.1 – 10-04-2012: To be elected to the position of 1st Vice-President or the position of 2nd Vice President, of the Corporation a person must be: an active member of the S.M.H.A., a participant on the board of directors and have served on a committee for at least two (2) of the past (3) years.

9.2 – 10-04-2012: To be elected, Treasurer of the Corporation a person must be: an active member of the S.M.H.A., a participant on the board of directors and have served on a committee for at least two (2) of the past (3) years. The terms of service may be waived at the discretion of the President and the support of the Board.

9.3 – 10-04-2012: To be elected to the position of Secretary of the Corporation a person must be: an active member of the S.M.H.A., a participant on the board of directors and have served on a committee for at least two (2) of the past (3) years. The terms of service may be waived at the discretion of the President and the support of the Board.

10. DUTIES OF PRESIDENT AND VICE PRESIDENT
The President shall, when present, preside at all meetings of the members of the Corporation and of the board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President with the Secretary or other officer appointed by the board for the purpose shall sign all by-laws and memberships certificates. During the absence or inability of the President, the duties and powers may be exercised by the First Vice-President, or such other directors as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.

11. DUTIES OF THE SECRETARY
The Secretary shall be ex officio clerk of the board of directors. He/she shall attend all meetings of the board of directors and record all facts and minutes of all proceedings in the books kept for that purpose. He/she shall give all notices required to be given to members and to directors. He/she shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondences, contracts and other documents belonging to the Corporation which he/she shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution. He/she shall handle all correspondence on behalf of the Corporation and shall perform such other duties as may from time to time be determined by the board of directors....

12. DUTIES OF THE TRESURER
The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other such valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the board of directors. He/she shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers therefore and shall render to the board of directors at the regular meetings therefore or whenever required of him/her, an account of all his transactions as Treasurer, and of the financial position of the Corporation. He/she shall also perform such other duties as may from time to time be determined by the board of directors.

13. OTHER OFFICERS
The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

14. EXECUTION OF DOCUMENTS
Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by either the President or Vice President and by the Secretary and the Secretary shall affix the seam of the Corporation to such instruments as required the same.

Contracts in the ordinary course of the Corporation's operations may be entered on behalf of the Corporation by the President, Vice-Presidents, Secretary, and Treasurer or by any person authorized by the board.

Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument contract or obligations of the Corporation may or shall be executed.

15. BOOKS AND RECORDS
The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

16. MEMBERSHIP
The membership shall consist of:
a. The applicants for the incorporation of the Corporation;
b. The directors of the Corporation;
c. Team officials of all teams operated by the Corporation;
d. Parents and/or guardians of all players registered with teams operated by the Corporation;
e. Such other individuals and such Corporations, partnerships and other legal entities as are admitted as members by the board of directors. Any one qualifying as a member of the Corporation under sub paragraphs a,b,c or d may register as a member at the annual or any other general meeting of the members, but anyone admitted as a member of the Corporation under sub-paragraph e must be so admitted by the 31st day of March in any year in order to be considered a member in good standing for the annual meeting of the members.

Members may resign in writing which shall be effective upon acceptance thereof by the board of directors.

In case of resignation, a member shall remain liable for any payment of any assessment or other sum levied or which became payable by him/her to the Corporation prior to acceptance of his resignation.

Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. Corporations, partnerships and other legal entities may vote through a duly authorized proxy.

17. DUES
There shall be no dues or fees payable by members except such, if any, from time to time be fixed by unanimous vote of the board of directors, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting. The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within thirty (30) days of the date of such notice the members in default shall thereupon automatically cease to be members of the Corporation, but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the board of directors.

18. ANNUAL AND OTHER MEETINGS OF MEMBERS
The annual or any other general meeting of the members shall be held at the office of the Corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint. In addition to the annual meeting of the members, there shall be at least one (1) general meeting of the members in each year to keep the membership informed of the general activities of the Corporation. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The board of directors or the President or Vice Presidents shall have power to call at any time a general meeting of the members of the Corporation. Notice of the time and place of members' meetings, annual or general, shall be given to each member by publishing said notice to be published in one Stratford and area newspaper) at least ten (10) days before the time fixed for the holding of such meeting: provided that any meetings of the members may be held at any time and place without such notice if all members of the Corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted as the Corporation at annual or general meetings may transact......(publishing said notice in the Stratford Beacon Herald,).....This has been changed at the 2012 A.G.M.

19. ADJOURNMENTS
Any meetings of the Corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.

20. QUORUM OF MEMBERS
A quorum for the transaction of business at any meeting of member shall consist of not less than nine members present in person

21. VOTING OF MEMBERS
Subject to the provisions, if any, contained in the Letters Patent of the Corporation , each member of the Corporation shall at all meetings of the members be entitled to one (1) vote and he/she may vote by proxy. Such proxy need not be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from their constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the Corporation unless he/she has paid all dues and fees, if any, then payable by him/her. At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any other member. Upon a show of hands, every member having voting rights shall have one (1) vote, and unless a poll be demanded a declaration by the Chairman that a resolution has been carried or not carries and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. Whether any vote be upon a show of hands or by a poll, the Chairman shall only be entitled to a vote in case of an equality of votes.

22. FINANCIAL YEAR
Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on the day of ______________ in each year.

23. CHEQUES, ETC.
All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall form time to time be determined by resolution of the board of directors and any one of such officers or agents may alone endorse notes and cheques for deposit with the Corporation's bankers for the credit of the Corporation , or the same may be endorsed "for collection" or "for deposit" with the bankers of the Corporation by using the Corporation's rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and The Corporations' bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlements of balances and release or verification slips.

24. DEPOSITS OF SECURITIES FOR SAFEKEEPING
The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the board of directors shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposited or the proceeds thereof.

25. NOTICE
Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the letters patent, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his recorded address or if mailed to him at his recorded address by prepaid air or ordinary mail, or if sent to him at his recorded address by any means of prepaid transmitted or recorded communication or if published in the Stratford Beacon Herald. A notice so delivered shall be deemed to have been given when it is delivered personally or at the recorded address as aforesaid: a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box: and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch: and a notice so published in the Stratford Beacon Herald shall be deemed to have been given on the day it is published. The Secretary may change or cause to be changed the recorded address of any member, director, officer or auditor in accordance with any information believed by him to be reliable.

26. BORROWING
The Directors may from time to time:
a. borrow money on the credit of the Corporation; or
b. issue , sell or pledge securities of the Corporation ; or
c. charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any obligation or liability of the Corporation. From time to time the directors may authorize any director , officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Corporation as the directors may authorize, and generally manage, transact and settle the borrowing of money by the Corporation.

27. AMENDMENTS
This by-law may be amended from time to time by the board of directors but no amendment shall be valid until notice of it has been given to the members and it had been approved by a 2/3 majority of members present in person or by proxy at a meeting called for the purpose of considering the amendment, whether a special meeting is called for that purpose or a general meeting is called for that purpose or a general meeting is called for that and other purposes. Any member may propose amendments to this by-law for approval by the members at any annual meeting. Written notice or any proposed amendments must be delivered to the Secretary not later than fifteen (15) days prior to the date of the annual meeting of the members so that it can be included in the notice for the annual meeting. Any such amendment must be approved by a two-thirds majority of members present in person or by proxy at the annual meeting and shall, subject to its own wording, be effective from its approval by the members.

28. INTERPRETATION
In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be , and vice versa and references to persons shall include firms and corporations.

Passed by the board of directors this 27th day of May 1986

____________________ ________________________
President Secretary

I HEREBY CERTIFY that this By-Law was approved by a two-thirds majority of the members present at a meeting held on the 27th day of May, 1986.Article 2: amended May, 1999;

All Others amended May, 1999 as package "A"

_____________________
Secretary

Amendments on a motion by Constitution and By-laws chair Adam Mair, seconded by ______________ and approved by the Board of Directors ________2013.

President: Robert Zimmer ________________________

Secretary: Laurie Cossey ________________________

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Printed from stratfordminorhockey.com on Tuesday, September 18, 2018 at 9:24 AM