ELMVALE MINOR HOCKEY

ASSOCIATION

 

 

 

 

 

 

 

 

 

 

Feb-05

 

 

Updated November 2009

 

 

Ben Craig

 

 

Director Prevention Services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELMVALE MINOR HOCKEY ASSOCIATION

 

 

BY-LAW NO. 1

 

 

CONTENTS

 

 

1. Definitions …………………………………………………………………………………………………………………………..Page 3

 

 

2. Registered Office and Seal …………………………………………………………………………………………………..Page 3

 

 

3. Mission of the Association …………………………………………………………………………………………………..Page 4

 

 

4. Affiliation …………………………………………………………………………………………………………………………….Page 4

 

 

5. Classes of Membership………………………………………………………………………………………………………..Page 4

 

 

6. Terms of Membership and Eligibility …………………………………………………………………………………..Page 4

 

 

7. Meetings of the Membership ……………………………………………………………………………………………..Page 6

 

 

8. Board of Directors ……………………………………………………………………………………………………………….Page 8

 

 

9. Procedure for Elections of Directors ……………………………………………………………………………………Page 8

 

 

10. Board Responsibilities ……………………………………………………………………………………………………..Page 10

 

 

11. Officers & Responsibilities ……………………………………………………………………………………………….Page 10

 

 

12. Committees of the Board ………………………………………………………………………………………………..Page 18

 

 

13. Execution of Documents ………………………………………………………………………………………………….Page 20

 

 

14. Financial Year …………………………………………………………………………………………………………………..Page 30

 

 

15. Banking Arrangements …………………………………………………………………………………………………….Page 30

 

 

16. Borrowing by the Association……………………………………………………………………………………………Page 21

 

 

17. Notice ………………………………………………………………………………………………………………………………Page 22

 

 

18. Passing and Amending By-laws…………………………………………………………………………………………Page 22

 

 

19. Repeal of Prior By-laws ……………………………………………………………………………………………………Page 23

 

 

20. Rules of Procedure ………………………………………………………………………………………………………….Page 23

 

 

21. Effective Date ………………………………………………………………………………………………………………….Page 23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ELMVALE MINOR HOCKEY ASSOCIATION

 

 

BY-LAW NO. 1

 

 

A by-law relating generally to the conduct of the affairs of the Elmvale Minor Hockey Association.

 

 

BE IT ENACTED as a by-law of Elmvale Minor Hockey Association as follows:

 

 

1.  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 Elmvale 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)       "HC" means Hockey Canada (or such other name as the HC    may in the future legally adopt);

 

 

d)      "Corporations Act" means the Corporations Act R.S.O. 1990, Chapter 38, and any statute 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" mean the Letters Patent incorporating the Association, as from time to time amended by Supplementary Letters Patent;

 

 

g)      "Officers" mean 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 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)      “EMHA” means Elmvale Minor Hockey Association.

 

 

l)        “Members” means all classes of membership in the Association as provided for in section 5.

 

 

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.

1.3   In the event of a dispute leading to a conflict between the provisions of the By-laws and the OMHA Manual of Operations then in force, the latter shall prevail, provided the same is not in contravention of the applicable governing laws of Canada and it’s provinces, whether statutory or otherwise.

 

 

 

 

2. REGISTERED OFFICE AND SEAL                         

 

 

2.1   The Corporate Seal of the Association shall be in the form as the Board may by resolution from time to time adopt, and shall be entrusted to the Secretary of the Association for its use and safekeeping.  

 

 

2.2   The head office of the Association shall be at Springwater Community Arena, 14 George Street, Unit D, in the town of Elmvale, Springwater Township, 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.

 

 

 

 

 

3. MISSION OF THE ASSOCIATION

 

 

3.1   The purpose of the Association is to organize, develop and promote minor ice hockey for all the youth eligible to play within EMHA, including:

 

 

a)      the opportunity for all eligible individuals to participate in recreational house 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 and 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 EMHA 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.

 

 

4.  AFFILIATIONS

 

 

4.1 The Association shall have the following affiliations:

 

 

a)      The Association shall be a member of the OMHA; and,

 

 

b)      The Association shall operate in cooperation with the Recreation and Parks Department of the Township of Springwater.

c)       The Association shall operate in cooperation with the Zone ‘AAA’, Barrie Colts.

 

 

 

 

5. CLASSES OF MEMBERSHIP

 

 

5.1 There shall be two (2) classes of Membership in the Association:

 

 

a)      Active Membership;

 

 

b)      Parent/Guardian Membership;

 

 

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 volunteers (ie gatekeepers), convenors, coaches, managers and trainers appointed for the current season, and all registered players who are at least 18 years of age. Members in good standing in this classification will be allowed one 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 Membership: Honorary Membership may be granted to an individual who has rendered extraordinary and distinguished service to the Association.  Individuals may be nominated to be Honorary Members by any Member of the Association and the granting of Honorary Membership must be confirmed by a majority vote of the Board of Directors annually.  

 

 

6.2   Membership List:  Subject to Section 6.7 herein, the Secretary of the Board shall prepare and maintain a list of current Active Members and Parent/Guardian Members.  This list shall be kept at the head office 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 shall commence on or after September 1 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.

 

 

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 positions before the vote is taken.  

 

 

6.5   Membership Fees: Registration fees shall be established annually by the Budget Committee and resolved by the Board.  Fees for any unexpired term of membership are normally not refundable, but the Board of Directors may, in its sole discretion, grant a request for such a refund in extenuating circumstances.

 

 

6.6   Right to Vote: All Active Members and Parent/Guardian Members in good standing 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 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 35 days in advance of a 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 shall be held each year before the 15th day of May, 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 from all directors of the Board and Standing Committees;

 

 

d)      Receiving information regarding the planned activities of the Association for the current year;

 

 

e)      Receiving and approving the report of the treasurer of the Association from the previous year and a projected financial position for the current year;

 

 

f)       Consideration of any proposed amendments to the  By-laws of the Association;

 

 

g)      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 April 15, immediately preceding the Annual General Meeting;

 

 

h)      Election of the new Board directors.

 

 

7.2   General and Special Membership Meetings:  The President may call a General Membership Meeting at any time.  Members may call a Special Membership Meeting or General Membership Meeting at any time providing the reason for such a meeting is in writing and on the signatures of thirty (30) voting members, and at least 21 days prior to the requested date of said meeting.  The business to be transacted at a General and Special meeting of the membership shall be limited to that specified in the notice calling the General and Special Meeting. 

 

 

7.3   Board of Directors and Team Officials Meetings: Regular meetings between Team Officials and Board of Directors will take place each month Team Officials are Coaches, Assistant Coaches, Managers and Trainers. 

 

 

7.4   Notice:

 

 

a)      Annual General Meeting: Notice of the Annual General Meeting to be held within the last ten (10) days of March 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. 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 Meetings of the Membership shall be delivered to all Members 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. 

 

 

7.5   Quorum: A quorum for an Annual General Meeting or General Meeting shall be a minimum of 15 Members eligible to vote and present in person.  No business shall be 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. 

 

 

7.6 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. 

 

 

7.7    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. 

 

 

7.8    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.

 

 

7.9   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.

 

 

 

 

8. BOARD OF DIRECTORS 

 

 

8.1   Composition

 

 

a)      Eligibility - Director:

 

 
  1. Shall be eighteen (18) or more years of age;

 
  1. Shall not be an undischarged bankrupt or of unsound mind;

 
  1. Shall be a Member of the Association at the time of his or her election or appointment;

 
  1. Shall remain a Member of the Association throughout his or her term of office.

 

b)       Number of Directors: The affairs of the Association shall be managed by a Board, which consists of thirteen (13) elected Directors and one (1) appointed Director being the Past President.

 

 

c)       Term of Office:

 

 
  1. The Directors shall be eligible to be elected or appointed for two (2) or more consecutive terms.

 
  1. Each year at the May Annual General Meeting of Members of the Association, the

Members of the Association shall elect the Directors of  a number of Directors equal

to the number of Directors whose term is ending shall be elected to the Board for

two (2) year terms each (alternatively six (6) Directors);

 

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.  No election or appointment of a Board Member is effective without consent given in writing prior to the election or appointment.  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.  Such completed form must be delivered to the Secretary prior to the election. 

 

 

9.2   Board Positions: The Board shall consist of the following;

 

 

a)      Past President - (immediate)

 

 

b)      President - Elected - two (2) year term

 

 

c)       Vice President  - Appointed – one (1) year term

 

 

d)      Treasurer  - Elected - two (2) year term

 

 

e)      Secretary  - Elected - two (2) year term

 

 

f)       OMHA/Georgian Bay Convenor - Elected - two (2) year term

 

 

g)      Local League Convenor  - Elected - two (2) year term

 

 

h)      Sponsors/Publicity Manager  - Elected - two (2) year term

 

 

i)        Registrar - Elected - two (2) year term

 

 

j)        Referee in Chief - Elected - two (2) year term

 

 

k)      Equipment Manager - Elected - two (2) year term

 

 

l)        Fundraising Manager - Elected - two (2) year term

 

 

m)    Technical Director - Elected - two (2) year term

 

 

n)      Volunteer Committee Manager -  Elected - two (2) year term  

o)      Tournament Manager – Elected – two (2) year term

 

 

9.3   Election Procedures: The Secretary shall post in all Association arenas a listing of all individuals who have been nominated for election to the Board on or before the first (1st) day of April in each year.  Such listing shall identify what position each nominee is seeking election for.  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 at least 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 the Board of Directors’ position shall be deemed vacant. If a team representative fails to attend the regular meeting, the Board of Directors will levy appropriate fines or reprimand.

 

 

c)       Resignation: A Director of the Board may resign his or her Directorship by submitting a letter of resignation to the President of the Association. 

 

 

 

 

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)      Special Board Meetings: The President or a Vice-President may call special Board Meetings in the absence of the President or on petition in writing to the Secretary signed by any three 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 be 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 of Board of Director meetings shall be a majority of Directors present

               with minutes recorded.  Motions at Board of Directors meetings may be moved and seconded

               only by Directors. 

 

 

       10.7 Voting Rights:  Each Director, present at a Board Meeting, including the Chair, shall be

               entitled to one vote. The Chair shall have a second 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 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.  Including a decision made would or that would directly or indirectly affect a team for which his/her child plays to the exclusion of other teams.  A decision made would directly or indirectly affect the voting participant’s child but not affect all other children in the Association.

 

 

d)      If a Director has made a declaration of an interest in a contract or transaction or other matter in compliance with this Section, 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 Section, 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:

 

 

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 execution 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 private chambers. 

 

 

       10.13 Rules of Operation: Notwithstanding any other provision contained in this By-law, 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-law.  The Rules of

                  Operation should not deal with such things as: fees and dues of members; qualification,

                  admission, transfer, classes and termination of memberships; 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.

 

 

 

 

 

11. OFFICERS & RESPONSIBILITIES 

 

 

        11.1  Elected/Appointed Directors:

 

 

a)      The Elected Directors shall be the President,  Treasurer, Secretary, OMHA/Georgian Bay Convenor, Local League Convenor, Sponsor/Publicity Manager, Referee-in-chief, Registrar, Equipment Manager, Fundraising Manager, Tournament Manager, Volunteer Committee Manager and Technical Director.

 

 

b)      The Appointed Directors shall be the Past President of the EMHBC, and Vice President shall be appointed by EMHA elected Directors. 

       11.2 Assistants to Officers: The Board of Directors may appoint or establish such standing

               committees as deemed necessary from time to time, and to appoint the Chairman of such

               committees and to alter the composition of Committees appointed by it and to terminate

               appointments of committee Members or to dissolve such Committees.  The Board would also

               receive reports from and give direction to the committees of EMHA. 

       11.3 Eligibility for Office:

 

 

a)      The President and Vice President must have served on the Board for at least two (2) years immediately prior to election to either of these positions.

 

 

b)      The Association shall endeavour to nominate as Treasurer a Director who has employment experience and skills in accounting procedures.   

 

 

       11.4 Term of Office:  The elected Officers and Directors shall hold Office until the April Annual

               General Meeting held approximately two years after they are elected. 

 

 

       11.5 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 or Director for cause before the expiration of his or her term of Office.

 

 

b)      Resignation:  A Director of the Association may resign his or her position by submitting a letter of resignation to the President of the Association. 

 

 

       11.6 Vacancies in Office: If a vacancy occurs in any position, or if for any reason a Director is

               unable or unwilling to act in that capacity, the Board shall have the power, by majority vote,

               to fill any vacancy occurring during a term of office for the completion of the term of office or

               to fill positions not elected at the Annual General Meeting.

 

 

       11.7 Responsibilities of Directors:

 

 

a)      President (Officer):  The President shall

 

 
  1. Represent the Association in the Community;

 
  1. Act as Chair of the Board, the Executive Committee, and at all Meetings of the

Membership;

 
  1. Exercise general supervision of the Association in accordance with Policies

determined by the Board;

 
  1. To establish such committees other than the standing committees as may be deemed necessary to assist in the organization and operation of the Association.

 
  1. Report regularly to the Board on matters of interest;

 
  1. Delegate tasks as necessary (ie maintenance of EMHA web-site).

 
  1. To serve as an ex-officio Chairperson, or as an ex-officio member of all committees

 

 

 

 

b)      Vice President: The Vice-President shall assume the duties of the President in the absence for any reason of the President;

 

 

c)       Treasurer (Officer):  The Treasurer shall

 

 
  1. Ensure adherence to and implementation of financial Policies in the financial

administration of the Association;

 
  1. Ensure the submission of the books of account to a bookkeeper for an independent

review or audit at the end of the fiscal year, which will be completed by July 1st.

 
  1. Present a Report of the bookkeeper from the previous year and a projected financial

position for the current year to the Membership at the Annual General Meeting;

 
  1. Evaluate, review and recommend financial policy to the Executive Committee and

 to the Board;

 
  1. Chair the Budget Committee;

 
  1. Prepare and present a financial statement at each monthly Board meeting.

 
  1. Receive all monies of the Association and deposit same in a chartered bank approved

by the Board.

 
  1. Maintain books and accounts covering financial records of the association.

 
  1. Pay all accounts authorized by the Board.

 
  1. Ensure that all necessary and appropriate insurance has been purchased;

 
  1. Carry out duties assigned by the Board, the Executive Committee or the President.

 

 

 

 

d)      Secretary (Officer):  The Secretary shall

 

 
  1. 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;

 
  1. Ensure the proper custody of the Association's corporate seal, corporate minutes

and resolutions and other corporate records and documents;

 
  1. Be responsible for receiving and distributing all correspondence received or sent

by the Association and all communications within the Association;

 
  1. Recommend policy to the Board regarding internal and external communications

of the Association;

 
  1. Conduct all telephone poll votes when necessary upon request of the President. 

Telephone polls should be restricted to crucial time sensitive situations and will

be reviewed at the next Board meeting at which time the motion will be duly

moved, seconded and a new vote taken.

 
  1. Compile a list of Executive Board members names, addresses and phone numbers

for insurance purposes.

 
  1. Maintain the membership list referred to in Section 6.2;

 
  1. Carry out duties as assigned by the Board, the Executive Committee or the President.

 

 

 

 

e) Past President (Officer):  The Past President shall

 

 
  1. Serve not less than a one-year term on the Board after completion of term as President.

 
  1. Chair the amendments and elections portion at the Annual General Meeting and

to chair the Nominations and Elections Committee;

 
  1. Assist the President in enforcing the by-laws and the Policies and procedures

established by the Board or by the Membership.

 
  1. Act as the EMHA representative to ‘AAA’ zone executive committee;

 
  1. Chair special committees or conduct specific projects as directed by the Board

of Directors;

 
  1. Be available to assist any Director requiring assistance in the completion of his

or her functions;

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the

President.

 

 

 

 

f) Sponsors/Publicity Manager (Director):  The Sponsors/Publicity Manager shall

 

 
  1. Encourage all teams to supply the media with the name of team sponsor and

results of their games.

 
  1. Assist in the advertising and operations of special events as directed by the Board.

 
  1. Arrange for all teams to have their photographs taken.

 
  1. Acquire sponsors as per the decisions of the Board.

 
  1. Work closely with the Equipment Manager in ensuring that all the required sponsor information is applied to sweaters.

 
  1. Ensure sponsors receive their schedule of events and their team picture or plaque;

 
  1. Attempt to improve the Associations’ public image and maintain adequate liaison

and public relations between the Association and its sponsors.

 
  1. Carry out duties as assigned by the Board, the Executive Committee or the President.

 

 

 

 

 

g) Referee-In-Chief (Director): The Referee-In-Chief shall

 

 
  1. Ensure there are enough referees in place to officiate all games;

 
  1. Liaison with the Treasurer and Budget Committee to estimate fees for the

upcoming year;

 
  1. Work closely with the OMHA/Georgian Bay Convenor and Local League

Convenor in ensuring all games have scheduled referees;

 
  1. Ensure refereeing complaints are addressed and solved in a timely fashion;

 
  1. Recruit, train, monitor and evaluate performance of referees;

 
  1. Schedule referees maintaining accurate records for payment;

 
  1. Compile a list of Referees names, addresses and phone numbers for insurance purposes.

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the President.

 

 

h) Registrar (Director):  The Registrar shall

 

 
  1. Act as the Privacy Officer for EMHA.

 
  1. Be responsible for the set-up and implementation of registration;

 
  1. Maintain active lists recording the number of players, their names and addresses and

phone numbers in each age classification

 
  1. Collect all players’ fees and forward same to the Treasurer.

 
  1. Compile the membership list referred to in section 6.2;

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the President.

 
  1. Complete team rosters for all Representatives and Local League teams with supporting documentation which will be submitted to the appropriate OMHA official.

 

 

 

 

i) Technical Director (Head Coach):  The Technical Director shall

 

 
  1. For purposes of establishing, implementing and evaluating on ice and off ice technical development programs liaison with the Local League Convenor and the OMHA/

Georgian Bay Convenor;

 
  1. Recruit and train volunteers for team officials to perform the functions required for

technical development under the direction of the Board of Directors;

 
  1. Organize and assist in coaching certification and trainer clinics;

 
  1. Provide and update procedural manuals for team officials;

 
  1. Provide temporary team officials when required.

 
  1. Liaison with the Referee In Chief;

 
  1. Liaison with the OMHA concerning the coach mentor program;

 
  1. Implement and enforce all OMHA Risk Management Programs.

 
  1. Establish and maintain procedures with respect to clearance of all volunteers required

to complete a police report.

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the President.

 

 

 

j) Local League Convenor (Director):  The Local League Convenor shall

 

 
  1. Be responsible for the operation of the Association’s Local League teams;

 
  1. Prepare and report to the Board local and house league operations;

 
  1. Act as liaison between the Board and the Local League teams;

 
  1. Be responsible for the assigning of ice times for all Local League teams;

 
  1. Attend all Georgian Bay Triangle Local League meetings for the EMHA or have an

alternate Board member attend these meetings.

 
  1. Ensure that all Local League team officials are kept up-to-date on policy and

procedures that may affect them from the Local League.

 
  1. Establish such committees as may be necessary to assist in the organization and

operation of the Local League teams.

 
  1. Compile a list of local and house league team official’s names, addresses and

phone numbers for insurance purposes.

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the President.

 

 

 

 

k) OMHA/Georgian Bay Convenor (Director): The OMHA/Georgian Bay Convenor shall 

 

 
  1. Prepare and report to the Board Representative hockey league operations;

 
  1. Be responsible for the operation of the Association’s OMHA representative teams;

 
  1. Act as liaison between the Board and the OMHA and the OMHA representative teams.

 
  1. Attend all OMHA Georgian Bay meetings for the EMHA or have an alternate

Board member attend these meetings.

 
  1. Establish such committees as may be necessary to assist in the organization and

operation of the OMHA representative teams.

 
  1. Be responsible for the assigning of ice times for all representative teams;

 
  1. Ensure that all Representative team officials are kept up-to-date on policy and

procedures that may affect them from the representative league.

 
  1. Compile a list of representative team officials’ names, addresses and phone numbers

for insurance purposes.

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the President.

 

 

 

 

l) Equipment Manager (Director): The Equipment Manager shall

 

 
  1. Be responsible for the care and repair of all equipment used by the EMHA;

 
  1. Acquire adequate supplies of equipment for use in the Local League and Representative systems;

 
  1. Keep a written record itemizing the equipment available, its location and condition;

 
  1. Ensure that all team sweaters have the required sponsor name applied;

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the President

 

m)     Fundraising Manager (Director): The Fundraising Manager shall

 

 
  1. Review ways and means of raising sufficient funds to enable the Association to operate efficiently;

 
  1. Establish such committees as may be necessary to assist in organizing and operating

various projects;

 
  1. Submit a written report to the Board on each said project and a financial report at

the end of each project;

 
  1. Collect and submit a written report to the Board for each individual team fundraising

projects requests for approval and financial report at the end of each project;

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the President.

 

 

 

 

n)    Tournament Manager (Director): The Tournament Manager shall

 

 
  1. Be responsible for organizing and administrating any tournaments undertaken by the Association;

 
  1. Act as the liaison between the Board of EMHA and the OMHA to ensure sanctioned tournaments meet and follow organizations regulations for operation;

 
  1. Establish such committees as may be necessary to organize and administrate any and

all tournaments which the Association may decide to undertake and to submit the

make-up of such committees to the Board;

 
  1. Submit a written financial statement of each tournament to the Board;

 
  1. Carry out other duties as assigned by the Board, Executive Committee, or the President.

 

 

o)   Volunteer Committee Manager (Director): The Volunteer Committee Manager shall

 

 
  1. Coordinate the volunteer hours required by the association and the members to

efficiently operate the organization.

 
  1. In conjunction with the EMHA President, be responsible for year-end awards

and banquet.

 
  1. Carryout other duties as assigned by the Board, 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)      Coaching Selection Committee; 

 

 

b)      Abuse and Harassment Committee;

 

 

c)       Budget Committee;

 

 

d)      Nominations and Elections Committee;

 

 

 

 

       12.2 Nothing in this by-law shall be construed to limit the ability of the Directors and Membership

                of the Association from abolishing or creating Standing Committees by by-law or from

                establishing such ad hoc committees or subcommittees by Directors' Resolution as may be

               desired or required from time to time.

 

 

       12.3 Coaching Selection Committee:

 

 

a)      The Coaching Selection Committee shall be chaired by the Technical Director (Head Coach) and shall consist of three other elected members of the Board of Directors.  The President will be considered a member and attend, monitor process and cast a vote only in the event of a tie.

 

 

b)      The Coaching Selection Committee shall:

 

 
  1. Set coaching selection criteria;

 
  1. Convene meetings and interviews to select coaches for the respective teams;

 
  1. Follow the guidelines of the OHF Ten Step Screening Process.

 
  1. Make recommendations to the Executive for approval for the selection of the coaches made by the coaches selection committee;

 
  1. Ensure coaching appointments are to be made as early as possible.

 
  1. Carry out its duties as per the Rules of Operation of the Association.

 

       12.4  Abuse and Harassment Committee:

 

 

a)      The Abuse and Harassment Committee shall be chaired by the President of the Association and be composed of not less than 3 elected members of the Board of Directors.  No one on the committee should have a conflict of interest with either the complainant or respondent.

 

 

b)      The Abuse and Harassment Committee shall:

 

 
  1. Find resolution or processing of the complaint in a fair and unbiased manner;

 
  1. Establish and monitor Policies relating abuse and harassment that follow OMHA

guidelines;

 
  1. Be a fact-finding hearing committee that can handle complaints between a coach

and parent.  Everyone should have the right to ask questions during the fact-finding.

 
  1. Submit a written report with recommendations to the Board of Directors for approval. 

After the committee has ruled, then a written report should go to all parties.

 

 

       12.5 Budget Committee:

 

 

a)      The Budget Committee shall be chaired by the Treasurer and shall consist of three (3) elected members of the Board of Directors.

 

 

b)      The Budget Committee shall:

 

 
  1. Prepare a budget for the Association for the next fiscal year for submission to the

Board for approval;

 
  1. Liaise with all Committees of the Board to receive estimates of revenues and

expenditures for the next fiscal year of the Association for purposes of preparing

the Budget;

 
  1. Finalize schedule of budget submissions from all committees on an annual basis;

 
  1. Recommend policy to the Board regarding financial budgeting and planning.

 

       12.6 Nominations and Elections Committee:

 

 

a)      The Nominations and Elections Committee shall be chaired by the Past President and shall consist of two (2) other selected Board members.

 

 

b)      The Nominations and Elections Committee shall:

 

 
  1. Solicit nominations for each Board position, which is to become vacant including

nominations for each Annual General Meeting;

 
  1. Be responsible for conducting the annual election of Directors in accordance with

the provisions contained in this By-Law;

 
  1. Submit to the Budget Committee each year an estimate of revenues and

expenditures of the Nominations and Elections Committee for the next fiscal year

of the Association;

 
  1. Present a report regarding Nominations and Elections to the Board;

 
  1. Recommend policy to the Board regarding Nominations and Elections.

 

       12.7 Standing Committee Procedure:

 

 

a)      All Standing Committees shall comply with all bylaws, 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 HC, and, if applicable, any other hockey organizations with which Association teams are participating.

 

 

b)      Meetings: Each Standing Committee shall meet as required.

 

 

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 vote; In the case of an equality of votes, the Chair shall have a second or deciding 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.

 

 

 

 

 

 

 

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 statute 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 banker of the Association, to have the authority to set out in the resolution,

         including, unless otherwise restricted, the power to one of three who will be the Treasurer and

         the others being the President or Secretary 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 :

 

 

a)      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 by resolution of the Board, and such authority may be general or confined to specific instances.  The institutions that 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.

 

 

b)      Elmvale Minor Hockey Association is a non-profit organization.  Should this organization cease to exist or fold, any securities remaining in one or more banks, trust companies or other place or places of safe keeping after expenses are paid and debts cleared will be donated to a charity or not for profit organization operated solely in the province of Ontario.

 

 

 

 

 

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 the credit of 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

               manage, 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-law 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 the 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.

 

 

       17.3 Method of Giving Notice: Whenever under the provisions of this By-law of the Association,

               notice is required to be given, such notice may be given either personally or by telephone or

               by depositing same in a 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 letterbox 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.

 

 

 

 

18. PASSING AND AMENDING BY-LAWS

 

 

       18.1 The Board and/or a member in good standing may recommend amendments to the By-laws

                of the Association from time to time, to the Membership.

 

 

       18.2 If the Board intends to discuss amendment of the By-laws of the Association at a Board

               Meeting, written notice of such intention shall be sent by the Secretary to each Director not

               less than ten (10) days before such Meeting.  Where such notice is not provided, any

               recommendation to amend the By-laws may nevertheless be moved at the Meeting and

               discussion and voting thereon adjourned to the next Meeting for which written notice of

               intention to pass or amend such By-laws shall be given.

18.3 

a)      A By-law or an amendment to a By-law 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-law 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 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-law as presented or amend or reject the proposed By-law or amended By-Law.

 

 

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 30 days prior to the Annual General Meeting.

 

 

e)      All members in good standing shall have access to any proposed amendments to the By-laws, fourteen (14) 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-law.

 

 

 

 

 

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-law shall come into force without further formality upon its enactment after approval

                by the Members of the Association as hereinbefore set out.

 

 

 

 

 

 

The foregoing By-law 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 Elmvale/Springwater Community Arena in the Township of Springwater, Ontario, and at which a quorum was present on the       day of                    , 200_.

 

 

 

 

 

                                                          _________________        

 

 

EMHA President                       Secretary

 

 

Darrin Robertson                      Lisa Callan