Bylaws of Simcoe and District Minor Hockey Association
BYLAW NUMBER 1
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
HEAD OFFICE
1. The Head Office of the Corporation shall be in the (former) Town of Simcoe, in the County of Norfolk, in the Province of Ontario, and at such place therein as the directors may from time to time determine
SEAL
2. The seal, an impression whereof is stamped in the margin hereto, shall be the corporate seal of the Corporation.
BOARD OF DIRECTORS
3. The affairs of the Corporation shall be managed by a board of directors, each of whom at the time of his/her election or within ten (10) days thereafter and throughout his/her term of office shall be a member of the Corporation. Members of the board of directors shall be retired after serving a two year term or until his/her successor shall have been duly elected and qualified, but shall be eligible for re-election, if otherwise qualified. 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 the membership of which notice has been given to the membership in accordance with paragraph 30 of this bylaw at least TEN (10) days before said meeting, specifying the intention to pass such resolution, remove any director before the expiration of his/her term of office, and may by a majority of the votes cast at that meeting, elect any person in his/her stead for the remainder of his/her term.
VACANCIES, BOARD OF DIRECTORS
4. 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 shall be filled at the next annual 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 members to fill the vacancy. If the number of directors is 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.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
5. At a directors' meeting, a quorum shall consist of a majority of all directors, for the transaction of business.
There shall be at least one (1) directors' meeting each month. The day and time of each meeting may be set at the first annual meeting.
The directors may consider or transact any business, either special or general, at any meeting of the board. 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. 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 being held in their absence. Directors' meetings may be formally called by the President or one of the Vice-Presidents or by the Secretary on direction of the President or a Vice-President, or by the Secretary on direction, in writing, of two directors. Notice of such meetings shall be given to each director in accordance with paragraph 30 of this by-law, not less than TWO (2) days 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 directors.
ERRORS IN NOTICE, BOARD OF DIRECTORS
6. No error or omission in giving such notice for a meeting of 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 thereafter. VOTING, BOARD OF DIRECTORS
7. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the President, in addition to his original vote, shall have a second or casting vote. 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 by assent or dissent. A declaration by the President 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/her duties may be performed by one of the Vice-Presidents or such other director as the board may, from time to time, appoint for the purpose.
POWERS
8. 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 contact 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 Articles of Incorporation, by-laws or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, moveable or immoveable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS
9. The directors shall receive no remuneration for acting as such.
DIRECTORS AND OFFICERS OF THE CORPORATION
10. Subject to amendment by special resolution, there shall be eighteen (18) directors of the Corporation.
Subject to the provisions of The Corporations Act, R.S.O. 1990, Chapter C.38, as amended, the Letters Patent, Supplementary Letters Patent or by-laws of the Corporation, the following elected officers together with the immediate Past President shall be deemed elected as directors of the Corporation by virtue of their office:
a) President;
b) Two Vice-Presidents;
c) Secretary;
d) Treasurer;
e) Convenor (Association Contact)
Subject to the by-laws of the Corporation, the directors and officers shall be elected by the members at a general or annual meeting duly called for that purpose. In default of such election, the then incumbents shall hold office until their successors are elected.
DUTIES OF PRESIDENT AND VICE-PRESIDENTS
11. The President shall, when present, preside at all meetings of the members of the Corporation and of the board of directors. The President shall 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 membership certificates. The President shall be an ex-officio member of all committees and be in charge of ice time allotted for the Corporation, conferring with the Arena Manager(s) regarding fees. The President shall appoint, at the inaugural meeting, or as soon thereafter as practical, a Chairman of the Standing Committee. During the absence or inability of the President, his/her duties and powers may be exercised by one of the Vice-Presidents, and if one of the Vice-Presidents, or such other director 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.
DUTIES OF SECRETARY
12. The Secretary shall be an 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 and prepare, with the assistance of the President, an agenda for each meeting. He/she shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, 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, and he/she shall perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF TREASURER
13. The Treasurer, or person performing the usual duties of the 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 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 pay all accounts upon executive approval by cheque which are signed together with the President or Assistant Treasurer or as delegated by a by-law or resolution. He/she shall be prepared to submit interim financial statements as up-to-date as possible at each directors' and general meeting. He/she shall be responsible for having an internal audit of the Corporation's financial transactions prior to the annual meeting and cause to be prepared a review by a Chartered Accountant to present to the new Executive after the end of the Corporation's fiscal year, which will be from June 1st to May 31st; provided that one copy of such review shall go to the Director of Community Services Department (a Committee of the Corporation of the Town of Simcoe).
He/she shall prepare, in conjunction with the Finance Committee, a budget forecast which must be presented to the Executive as soon as practical. He/she shall keep separate records of Representative and Recreational League expenses and receive from the Convenors all receipts from their operations and also be a member of the Fund Raising Committee.
DUTIES OF VICE-PRESIDENTS
14. He/she shall be available to substitute for the President when required and shall direct and assist with the duties to be performed by the directors.
DUTIES OF CONVENOR(s)
15. They shall be responsible for all phases of the operation of all leagues; responsible for securing (any additional) convenors, as deemed required, for each of the leagues; responsible for all playing rules in the recreational league; schedule, in consultation with the individual convenors all games (league, playoffs, exhibition), all practice times and all ice allotments. They shall be responsible for ensuring that all representative league teams are properly constituted and are representatives of which the Corporation and the (former) Town of Simcoe can be justifiably proud. They shall see that the Corporation is well and properly represented at all meetings of the Southern Counties or in whatever other league the Corporation's teams may be represented and shall see that competent scorers and timekeepers and gatekeepers are appointed for all appropriate league games.
DUTIES OF OTHER OFFICERS
16. 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.
EXECUTION OF DOCUMENTS
17. Deeds, transfers, licences, 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 seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the President, Vice-President, Treasurer or any person authorized by the board.
The President, Vice-President, directors, Secretary and Treasurer, or any two of them, or any person or persons from time to time designated by the board of directors may transfer any and all shares, bonds or other securities, from time to time standing in the name of the Corporation, in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities, from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments, in writing, necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
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.
BOOKS AND RECORDS
18. 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.
MEMBERSHIP
19. The membership shall consist of the applicants for the incorporation of the Corporation and all parents and/or legal guardians of players registered in the Corporation, together with all elected and appointed members of the board of directors, all coaches, managers, trainers and convenors in the Corporation. Membership shall also be given to all sponsors (one membership for each sponsor), all members of the Simcoe and District Minor Hockey Mothers' Auxiliary and all honourary members appointed by the board of directors. No person shall hold membership in the Corporation until he/she has reached his/her eighteenth birthday, or who is an active player for the Corporation.
Members may resign by resignation, in writing, which shall be effective upon acceptance thereof by the board of directors.
In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him/her to the Corporation prior to acceptance of his/her resignation.
Each member shall promptly be informed by the Secretary of his/her admission as a member.
DUES
20. There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by 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 members' 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 vote of the board of directors.
ANNUAL OR OTHER MEETINGS OF MEMBERS
21. The annual or any other general meeting of the members shall be held at the head 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. Attendance at general and annual meetings of the membership shall be open to the public. At a general or annual meeting, the President may appoint a speaker to chair all or part of the meeting in order to allow the President to take an active part in the said meeting.
The annual meeting shall be held during the month of April in each and every year and notice of said meeting shall be given to the membership in accordance with paragraph 30 of this bylaw at least TEN (10) days prior to the date of the annual meeting.
The order of business for the annual meeting:
(a) Minutes of previous annual meeting
(b) Treasurer's report
(c) Convenor's report
(d) Correspondence or special reports
(e) Committee or Executive reports
(f) President's report
(g) Notice(s) of motions
(h) General Business
(i) Question Period
(j) Amendments to the Constitution
(k) Election of Executive Officers
(l) Adjournment 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 the officers and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The membership may consider and transact any business, either special or general, at any meeting of the membership.
The board of directors or the President or Vice-President shall have power to call, at any time, a general meeting of the membership of the Corporation. Notice of the time and place of every such meeting shall be given to each member in accordance with paragraph 30 of this bylaw at least TEN (10) days before the meeting is to take place.
ERROR OR OMISSION IN NOTICE
22. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may, at any time, waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
ADJOURNMENTS
23. 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 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. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
24. A quorum for the transaction of business at any meeting of members shall consist of the lesser of one-half (1/2) of the total membership or a number of persons present which shall be twice the number of the elected directors of the Corporation, of which at least four (4) must be elected directors. At the annual meeting, two (2) members shall constitute a quorum.
VOTING OF MEMBERS
25. Subject to the provisions, if any, contained in the Articles of Incorporation, or by-laws, each member of the Corporation shall, at all meetings of members, be entitled to one (1) vote. No member shall be entitled to vote at meetings of the Corporation, unless he has paid all dues and fees, if any, then payable by him/her. There shall be no vote by proxy.
At all meetings of members, every question shall be decided by a majority of the votes of the members present in person, 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 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 President that a resolution has been carried or not carried 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. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes given by the members present in person, and such poll shall be taken in such manner as the President shall direct and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the President shall be entitled to a second or casting vote.
FINANCIAL YEAR
26. Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on the 31st day of May in each year. CHEQUES, ETC.
27. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences 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 from 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 drafts for collection on account of the Corporation through its bankers and endorse notes and cheques for deposit with the Corporation's bankers and 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 Corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
28. 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 deposit or the proceeds thereof.
NOTICE
29. Subject to the method of notice as hereinbefore provided, any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the Articles of Incorporation, the by-laws or otherwise to a member, director, officers 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. 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. 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/her to be reliable.
BORROWING
30. 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 other 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 therefor, 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 to manage, transact and settle the borrowing of money by the Corporation. INDEMNITIES TO DIRECTORS
31. Every director of the Corporation, his/her heirs, executors and administrators, and the estate and effects, respectively, may, with the consent of the Corporation, given at any meeting of the members, from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against
(a) all costs, charges and expenses whatsoever that he/she sustains or incurs in or about any action, suit or proceeding, brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her in or about the execution of the duties of his/her office; and
(b) all other costs, charges and expenses which he/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/her own wilful neglects or default.
The Corporation shall also indemnify any director in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnify to claim indemnity apart from the provisions of this by-law to the extent permitted by the Act or law.
INTERPRETATION
32. 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 of 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.
BYLAW NUMBER 2
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
OBJECTS
1. The objects of the corporation shall be:
(a) To promote, encourage, govern, organize, coordinate and develop minor hockey programs from the Initiation level to the Juvenile age division for players in the area for which the S.& D.M.H.A. is responsible.
(b) To protect and serve the mutual interests of all its members.
(c) To arrange competition for teams where appropriate.
(d) To establish the integrity of local programs and to encorage a strong sense of community pride and participation.
(e) To represent the interest of its members at the appropriate levels of hockey to which the S.& D.M.H.A is affiliated.
(f) To work with the various governing bodies to promote the cooperative development of hockey programs and their effective administration.
(g) To enhance the positive value of programs by providing leadership and initiatives to develop players, coaches, officials and local volunteers.
AIMS
2. The aims of the corporation are as follows:
To encorage and promote certain ideals in all participants: to play fair under all circumstances and all conditions; to give opponents a fair chance and not take unfair advantage of any opponent; to win modestly and receive defeat with a smile; to give credit to the team that wins; not to question or dispute the referee's decision.
To set the cause above renown; to love the game above the prize.
Sport for Sport's sale and for the greatest mumber.
BYLAW NUMBER 3
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
1. The Board of Directors for the Corporation shall create and maintain a book containing the policies of Simcoe and District Minor Hockey. For any item to be contained in the policy book it must meet the following conditions:
a) The item must be presented to all directors of the Corporation at least two weeks prior to a regular meeting where it can be discussed.
b) The item must be passed by a majority of directors as outlined in BYLAW #1
2. The purpose of the policy book shall be to record, maintain and make readily available what is considered to be normal practices of the corporation.
3. The directors of the corporation shall use these policies to conduct the affairs of the corporation. Any policy can be overruled by the corporation at any regular meeting
4. The policy book will be the responsibility of the Secretary of the corporation or her/his delegate to maintain and bring to each regular meeting.
BYLAW NUMBER 4
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
Simcoe and District Minor adopts the program curriculum of the Canadian Hockey Initiation Program as outlined by the Ontario Minor Hockey Association.
BYLAW NUMBER 5
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
The following positions, as well as the immediate past president will be deemed as being on the Board of Directors of Simcoe and District Minor Hockey.
As per BYLAW NUMBER 1:
a) President;
b) Two Vice-Presidents;
c) Secretary;
d) Treasurer;
e) Convenor (Association Contact)
As well as the following directors:
f) Assistant Treasurer
g) Convenor (Representative)
h) Convenor (Recreational)
i) Convenor (Pre Novice)
j) Ice Scheduler
k) Director (Committee Chair)
l) Director (Committee Chair)
m) Director (Committee Chair)
n) Director (Committee Chair)
o) Director (Committee Chair)
p) Director (Committee Chair)
The duties of directors (f) to (p) shall be listed as "policy" and subject to change as per Bylaw #3:
BYLAW NUMBER 6
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
Any member who wishes to present an amendment to / or make a new BYLAW must give written notice to the Board of Directors of Simcoe and District Minor Hockey of the proposed amendment or addition. This notice must be given at least 28 days prior to the Annual or General meeting where the item will be presented. All motions will be handled in accordance to BYLAW #1.
BYLAW NUMBER 7
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
Starting as of the 2011 annual general meeting the following members of the board of directors shall be retired in even numbered years but shall be eligible for re-election, if otherwise qualified:
1. President
2. One vice president
3. Assistant Treasurer
4. Convenor (Representative)
5. Ice Scheduler
6. Director (Committee Chair)
7. Director (Committee Chair)
8. Director (Committee Chair)
Starting as of the 2011 annual general meeting the following members of the board of directors shall be retired in odd numbered years but shall be eligible for re-election, if otherwise qualified:
1. One vice president
2. Secretary
3. Treasurer
4. Convenor (Association Contact)
5. Convenor (Recreational)
6. Convenor (Pre Novice)
7. Director (Committee Chair)
8. Director (Committee Chair)
9. Director (Committee Chair)
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
HEAD OFFICE
1. The Head Office of the Corporation shall be in the (former) Town of Simcoe, in the County of Norfolk, in the Province of Ontario, and at such place therein as the directors may from time to time determine
SEAL
2. The seal, an impression whereof is stamped in the margin hereto, shall be the corporate seal of the Corporation.
BOARD OF DIRECTORS
3. The affairs of the Corporation shall be managed by a board of directors, each of whom at the time of his/her election or within ten (10) days thereafter and throughout his/her term of office shall be a member of the Corporation. Members of the board of directors shall be retired after serving a two year term or until his/her successor shall have been duly elected and qualified, but shall be eligible for re-election, if otherwise qualified. 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 the membership of which notice has been given to the membership in accordance with paragraph 30 of this bylaw at least TEN (10) days before said meeting, specifying the intention to pass such resolution, remove any director before the expiration of his/her term of office, and may by a majority of the votes cast at that meeting, elect any person in his/her stead for the remainder of his/her term.
VACANCIES, BOARD OF DIRECTORS
4. 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 shall be filled at the next annual 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 members to fill the vacancy. If the number of directors is 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.
QUORUM AND MEETINGS, BOARD OF DIRECTORS
5. At a directors' meeting, a quorum shall consist of a majority of all directors, for the transaction of business.
There shall be at least one (1) directors' meeting each month. The day and time of each meeting may be set at the first annual meeting.
The directors may consider or transact any business, either special or general, at any meeting of the board. 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. 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 being held in their absence. Directors' meetings may be formally called by the President or one of the Vice-Presidents or by the Secretary on direction of the President or a Vice-President, or by the Secretary on direction, in writing, of two directors. Notice of such meetings shall be given to each director in accordance with paragraph 30 of this by-law, not less than TWO (2) days 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 directors.
ERRORS IN NOTICE, BOARD OF DIRECTORS
6. No error or omission in giving such notice for a meeting of 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 thereafter. VOTING, BOARD OF DIRECTORS
7. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the President, in addition to his original vote, shall have a second or casting vote. 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 by assent or dissent. A declaration by the President 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/her duties may be performed by one of the Vice-Presidents or such other director as the board may, from time to time, appoint for the purpose.
POWERS
8. 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 contact 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 Articles of Incorporation, by-laws or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, moveable or immoveable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
REMUNERATION OF DIRECTORS
9. The directors shall receive no remuneration for acting as such.
DIRECTORS AND OFFICERS OF THE CORPORATION
10. Subject to amendment by special resolution, there shall be eighteen (18) directors of the Corporation.
Subject to the provisions of The Corporations Act, R.S.O. 1990, Chapter C.38, as amended, the Letters Patent, Supplementary Letters Patent or by-laws of the Corporation, the following elected officers together with the immediate Past President shall be deemed elected as directors of the Corporation by virtue of their office:
a) President;
b) Two Vice-Presidents;
c) Secretary;
d) Treasurer;
e) Convenor (Association Contact)
Subject to the by-laws of the Corporation, the directors and officers shall be elected by the members at a general or annual meeting duly called for that purpose. In default of such election, the then incumbents shall hold office until their successors are elected.
DUTIES OF PRESIDENT AND VICE-PRESIDENTS
11. The President shall, when present, preside at all meetings of the members of the Corporation and of the board of directors. The President shall 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 membership certificates. The President shall be an ex-officio member of all committees and be in charge of ice time allotted for the Corporation, conferring with the Arena Manager(s) regarding fees. The President shall appoint, at the inaugural meeting, or as soon thereafter as practical, a Chairman of the Standing Committee. During the absence or inability of the President, his/her duties and powers may be exercised by one of the Vice-Presidents, and if one of the Vice-Presidents, or such other director 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.
DUTIES OF SECRETARY
12. The Secretary shall be an 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 and prepare, with the assistance of the President, an agenda for each meeting. He/she shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, 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, and he/she shall perform such other duties as may from time to time be determined by the board of directors.
DUTIES OF TREASURER
13. The Treasurer, or person performing the usual duties of the 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 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 pay all accounts upon executive approval by cheque which are signed together with the President or Assistant Treasurer or as delegated by a by-law or resolution. He/she shall be prepared to submit interim financial statements as up-to-date as possible at each directors' and general meeting. He/she shall be responsible for having an internal audit of the Corporation's financial transactions prior to the annual meeting and cause to be prepared a review by a Chartered Accountant to present to the new Executive after the end of the Corporation's fiscal year, which will be from June 1st to May 31st; provided that one copy of such review shall go to the Director of Community Services Department (a Committee of the Corporation of the Town of Simcoe).
He/she shall prepare, in conjunction with the Finance Committee, a budget forecast which must be presented to the Executive as soon as practical. He/she shall keep separate records of Representative and Recreational League expenses and receive from the Convenors all receipts from their operations and also be a member of the Fund Raising Committee.
DUTIES OF VICE-PRESIDENTS
14. He/she shall be available to substitute for the President when required and shall direct and assist with the duties to be performed by the directors.
DUTIES OF CONVENOR(s)
15. They shall be responsible for all phases of the operation of all leagues; responsible for securing (any additional) convenors, as deemed required, for each of the leagues; responsible for all playing rules in the recreational league; schedule, in consultation with the individual convenors all games (league, playoffs, exhibition), all practice times and all ice allotments. They shall be responsible for ensuring that all representative league teams are properly constituted and are representatives of which the Corporation and the (former) Town of Simcoe can be justifiably proud. They shall see that the Corporation is well and properly represented at all meetings of the Southern Counties or in whatever other league the Corporation's teams may be represented and shall see that competent scorers and timekeepers and gatekeepers are appointed for all appropriate league games.
DUTIES OF OTHER OFFICERS
16. 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.
EXECUTION OF DOCUMENTS
17. Deeds, transfers, licences, 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 seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the President, Vice-President, Treasurer or any person authorized by the board.
The President, Vice-President, directors, Secretary and Treasurer, or any two of them, or any person or persons from time to time designated by the board of directors may transfer any and all shares, bonds or other securities, from time to time standing in the name of the Corporation, in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities, from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments, in writing, necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
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.
BOOKS AND RECORDS
18. 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.
MEMBERSHIP
19. The membership shall consist of the applicants for the incorporation of the Corporation and all parents and/or legal guardians of players registered in the Corporation, together with all elected and appointed members of the board of directors, all coaches, managers, trainers and convenors in the Corporation. Membership shall also be given to all sponsors (one membership for each sponsor), all members of the Simcoe and District Minor Hockey Mothers' Auxiliary and all honourary members appointed by the board of directors. No person shall hold membership in the Corporation until he/she has reached his/her eighteenth birthday, or who is an active player for the Corporation.
Members may resign by resignation, in writing, which shall be effective upon acceptance thereof by the board of directors.
In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him/her to the Corporation prior to acceptance of his/her resignation.
Each member shall promptly be informed by the Secretary of his/her admission as a member.
DUES
20. There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by 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 members' 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 vote of the board of directors.
ANNUAL OR OTHER MEETINGS OF MEMBERS
21. The annual or any other general meeting of the members shall be held at the head 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. Attendance at general and annual meetings of the membership shall be open to the public. At a general or annual meeting, the President may appoint a speaker to chair all or part of the meeting in order to allow the President to take an active part in the said meeting.
The annual meeting shall be held during the month of April in each and every year and notice of said meeting shall be given to the membership in accordance with paragraph 30 of this bylaw at least TEN (10) days prior to the date of the annual meeting.
The order of business for the annual meeting:
(a) Minutes of previous annual meeting
(b) Treasurer's report
(c) Convenor's report
(d) Correspondence or special reports
(e) Committee or Executive reports
(f) President's report
(g) Notice(s) of motions
(h) General Business
(i) Question Period
(j) Amendments to the Constitution
(k) Election of Executive Officers
(l) Adjournment 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 the officers and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The membership may consider and transact any business, either special or general, at any meeting of the membership.
The board of directors or the President or Vice-President shall have power to call, at any time, a general meeting of the membership of the Corporation. Notice of the time and place of every such meeting shall be given to each member in accordance with paragraph 30 of this bylaw at least TEN (10) days before the meeting is to take place.
ERROR OR OMISSION IN NOTICE
22. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may, at any time, waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
ADJOURNMENTS
23. 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 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. Such adjournment may be made notwithstanding that no quorum is present.
QUORUM OF MEMBERS
24. A quorum for the transaction of business at any meeting of members shall consist of the lesser of one-half (1/2) of the total membership or a number of persons present which shall be twice the number of the elected directors of the Corporation, of which at least four (4) must be elected directors. At the annual meeting, two (2) members shall constitute a quorum.
VOTING OF MEMBERS
25. Subject to the provisions, if any, contained in the Articles of Incorporation, or by-laws, each member of the Corporation shall, at all meetings of members, be entitled to one (1) vote. No member shall be entitled to vote at meetings of the Corporation, unless he has paid all dues and fees, if any, then payable by him/her. There shall be no vote by proxy.
At all meetings of members, every question shall be decided by a majority of the votes of the members present in person, 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 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 President that a resolution has been carried or not carried 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. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes given by the members present in person, and such poll shall be taken in such manner as the President shall direct and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the President shall be entitled to a second or casting vote.
FINANCIAL YEAR
26. Unless otherwise ordered by the board of directors, the fiscal year of the Corporation shall terminate on the 31st day of May in each year. CHEQUES, ETC.
27. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences 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 from 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 drafts for collection on account of the Corporation through its bankers and endorse notes and cheques for deposit with the Corporation's bankers and 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 Corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
28. 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 deposit or the proceeds thereof.
NOTICE
29. Subject to the method of notice as hereinbefore provided, any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the Act, the Articles of Incorporation, the by-laws or otherwise to a member, director, officers 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. 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. 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/her to be reliable.
BORROWING
30. 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 other 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 therefor, 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 to manage, transact and settle the borrowing of money by the Corporation. INDEMNITIES TO DIRECTORS
31. Every director of the Corporation, his/her heirs, executors and administrators, and the estate and effects, respectively, may, with the consent of the Corporation, given at any meeting of the members, from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against
(a) all costs, charges and expenses whatsoever that he/she sustains or incurs in or about any action, suit or proceeding, brought, commenced or prosecuted against him/her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her in or about the execution of the duties of his/her office; and
(b) all other costs, charges and expenses which he/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/her own wilful neglects or default.
The Corporation shall also indemnify any director in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnify to claim indemnity apart from the provisions of this by-law to the extent permitted by the Act or law.
INTERPRETATION
32. 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 of 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.
BYLAW NUMBER 2
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
OBJECTS
1. The objects of the corporation shall be:
(a) To promote, encourage, govern, organize, coordinate and develop minor hockey programs from the Initiation level to the Juvenile age division for players in the area for which the S.& D.M.H.A. is responsible.
(b) To protect and serve the mutual interests of all its members.
(c) To arrange competition for teams where appropriate.
(d) To establish the integrity of local programs and to encorage a strong sense of community pride and participation.
(e) To represent the interest of its members at the appropriate levels of hockey to which the S.& D.M.H.A is affiliated.
(f) To work with the various governing bodies to promote the cooperative development of hockey programs and their effective administration.
(g) To enhance the positive value of programs by providing leadership and initiatives to develop players, coaches, officials and local volunteers.
AIMS
2. The aims of the corporation are as follows:
To encorage and promote certain ideals in all participants: to play fair under all circumstances and all conditions; to give opponents a fair chance and not take unfair advantage of any opponent; to win modestly and receive defeat with a smile; to give credit to the team that wins; not to question or dispute the referee's decision.
To set the cause above renown; to love the game above the prize.
Sport for Sport's sale and for the greatest mumber.
BYLAW NUMBER 3
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
1. The Board of Directors for the Corporation shall create and maintain a book containing the policies of Simcoe and District Minor Hockey. For any item to be contained in the policy book it must meet the following conditions:
a) The item must be presented to all directors of the Corporation at least two weeks prior to a regular meeting where it can be discussed.
b) The item must be passed by a majority of directors as outlined in BYLAW #1
2. The purpose of the policy book shall be to record, maintain and make readily available what is considered to be normal practices of the corporation.
3. The directors of the corporation shall use these policies to conduct the affairs of the corporation. Any policy can be overruled by the corporation at any regular meeting
4. The policy book will be the responsibility of the Secretary of the corporation or her/his delegate to maintain and bring to each regular meeting.
BYLAW NUMBER 4
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
Simcoe and District Minor adopts the program curriculum of the Canadian Hockey Initiation Program as outlined by the Ontario Minor Hockey Association.
BYLAW NUMBER 5
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
The following positions, as well as the immediate past president will be deemed as being on the Board of Directors of Simcoe and District Minor Hockey.
As per BYLAW NUMBER 1:
a) President;
b) Two Vice-Presidents;
c) Secretary;
d) Treasurer;
e) Convenor (Association Contact)
As well as the following directors:
f) Assistant Treasurer
g) Convenor (Representative)
h) Convenor (Recreational)
i) Convenor (Pre Novice)
j) Ice Scheduler
k) Director (Committee Chair)
l) Director (Committee Chair)
m) Director (Committee Chair)
n) Director (Committee Chair)
o) Director (Committee Chair)
p) Director (Committee Chair)
The duties of directors (f) to (p) shall be listed as "policy" and subject to change as per Bylaw #3:
BYLAW NUMBER 6
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
Any member who wishes to present an amendment to / or make a new BYLAW must give written notice to the Board of Directors of Simcoe and District Minor Hockey of the proposed amendment or addition. This notice must be given at least 28 days prior to the Annual or General meeting where the item will be presented. All motions will be handled in accordance to BYLAW #1.
BYLAW NUMBER 7
A by-law relating to the objectives and aims of Simcoe and District Minor Hockey, BE IT ENACTED as a bylaw of the corporation as follows:
Starting as of the 2011 annual general meeting the following members of the board of directors shall be retired in even numbered years but shall be eligible for re-election, if otherwise qualified:
1. President
2. One vice president
3. Assistant Treasurer
4. Convenor (Representative)
5. Ice Scheduler
6. Director (Committee Chair)
7. Director (Committee Chair)
8. Director (Committee Chair)
Starting as of the 2011 annual general meeting the following members of the board of directors shall be retired in odd numbered years but shall be eligible for re-election, if otherwise qualified:
1. One vice president
2. Secretary
3. Treasurer
4. Convenor (Association Contact)
5. Convenor (Recreational)
6. Convenor (Pre Novice)
7. Director (Committee Chair)
8. Director (Committee Chair)
9. Director (Committee Chair)
