SCHOMBERG MINOR HOCKEY ASSOCIATION
By-Law Number One
FIRST REVISION: FEBRUARY 22, 2005
SECOND REVISION:
THIRD REVISION:
SCHOMBERG MINOR HOCKEY ASSOCIATION
CONSTITUTION AND BY-LAWS
CONTENTS
1. Definitions.......................................................................................................... Page 3
2. Registered Office and Seal.................................................................................. Page 4
3. Mission of the Association................................................................................... Page 5
4. Affiliation............................................................................................................ Page 5
5. Classes of Membership....................................................................................... Page 6
6. Terms of Membership and Eligibility..................................................................... Page 6
7. Meetings of the Membership................................................................................ Page 8
8. Board of Directors............................................................................................. Page 10
9. Procedure for Elections of Directors.................................................................... Page 11
10. Board Responsibilities....................................................................................... Page 12
11. Directors & Responsibilities of Directors.............................................................. Page 14
12. Committees of the Board................................................................................... Page 23
13. Execution of Documents.................................................................................... Page 29
14. Financial Year.................................................................................................. Page 29
15. Banking Arrangements...................................................................................... Page 29
16. Borrowing by the Association............................................................................. Page 30
17. Notice.............................................................................................................. Page 30
18. Passing and Amending By-laws......................................................................... Page 31
19. Repeal of Prior By-laws..................................................................................... Page 31
20. Rules of Procedure............................................................................................ Page 31
21. Effective Date................................................................................................... Page 32
SCHOMBERG MINOR HOCKEY ASSOCIATION
BY-LAW NO. 1
A by-law relating generally to the conduct of the affairs of the Schomberg Minor Hockey Association.
BE IT ENACTED as a by-law of Schomberg Minor Hockey Association as follows:
DEFINITIONS
1.1 In this By-law and all other By-laws and Resolutions of the Association, unless the context otherwise requires:
a) “AGM” means Annual General Meeting
b) "Association" means Schomberg Minor Hockey Association (or such other name as the Association may in the future legally adopt)
c) “Audit” means an examination of an accounting document and of the evidence in support of its correctness
d) "Board" means the Board of Directors of the Association
e) "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
f) "Director" means an individual who has been elected or appointed to the Board of Directors of the Association and who holds the offices enumerated in Article 11
g) "HC" means Hockey Canada (formerly the Canadian Hockey Association) or such other name as they may in the future legally adopt
h) “Initiation Program (IP)” means to provide a safe and positive experience to make youngsters, ages 4 to 7, first contact with hockey memorable.
i) “Members” means all classes of membership in the Association as provided for in section 5.
j) “Member in Good Standing” means any member as defined in Section 5 with no monies owed to the SMHA and no disciplinary action currently taken against them.
k) "Letters Patent" mean the Letters Patent incorporating the Association, as from time to time amended by Supplementary Letters Patent;
l) "OHF" means the Ontario Hockey Federation (or such other name as the OHF may in the future legally adopt);
m) "OMHA" means Ontario Minor Hockey Association (or such other name as the OMHA may in the future legally adopt);
n) "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.
o) “Registered Player” means a player registered with SMHA, paid up to date, and playing with SMHA or a AAA affiliate according to the OMHA guidelines.
p) “SMHA” means Schomberg Minor Hockey Association
q) “SRMHL” means the Simcoe Region Minor Hockey League (or such other name as the SRMHL may in the future legally adopt).
r) “YSMHL” means the York Simcoe Minor Hockey League (or such other name as the YSMHL may in the future legally adopt).
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. REGISTERED OFFICE AND SEAL
2.1 The Schomberg Minor Hockey Association was incorporated on December 8, 1986 as a NOT-FOR-PROFIT CORPORATION under the name SCHOMBERG MINOR HOCKEY ASSOCIATION. Ontario Corporation Number 000687021.
2.2 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.
2.3 The registered head office of the Association shall be in the Town of Schomberg, of the Township of King, within the Municipality of York, 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. Address to be Box 145, Main Street, Schomberg, Ontario, Canada, L0G 1T0.
2.4 The OMHA Boundaries for Schomberg Minor Hockey Association are as follows:
a) With Nobleking Minor Hockey Association per OMHA agreement Jan 21/98:
i) North from the 17th sideroad from Bathurst Street to the Caledon/King Townline.
ii) The right of choice area shall be the block from Hwy 400 east to Bathurst Street and Hwy 9 south to the 17th Sideroad.
iii) It is agreed to Grandfather any families presently playing in either Association.
b) With TNT Minor Hockey Association per OMHA agreement Jan 21/98:
i) East from the 10th sideroad of New Tecumseth from Hwy 9 to the 5th line of New Tecumseth.
ii) South from the 5th line of New Tecumseth from the 10th sideroad of New Tecumseth to HWY 27.
iii) Residences fronting the 10th sideroad and the 5th line have a right of choice.
iv) It is agreed to Grandfather any families presently playing in either Association.
c) With Caledon Minor Hockey Association
i) It is understood that this boundary is the Caledon/King Townline from the 17th sideroad to Hwy 9.
d) With Aurora Minor Hockey Association
i) It is understood that this boundary is Bathurst Street from the 17th sideroad to St. John’s Sideroad.
e) With Newmarket Minor Hockey Association
i) It is understood that this boundary is Bathurst Street from St. John’s Sideroad to Green Lane.
f) With Bradford Minor Hockey Association
i) It is understood that this boundary is as follows;
ii) South from the 5th line of West Gwillimbury from Hwy 27 to Hwy 400
iii) West from Hwy 400 from the 5th line to Canal Road
iv) South from the Canal Road from Hwy 400 to Ansnorveldt
v) West from Dufferin from Ansnorveldt to Green Line
vi) South from Green Lane from Dufferin to Bathurst
g) It is understood that in sections c) to f) above there shall be a “choice-of-centre” area per the OMHA Manual of Operations Rule 18.
ADMISSION OF THE ASSOCIATION
3.1 The purpose of the Association is to organize, develop and promote minor ice hockey for the youth of the Town of Schomberg including:
a) the opportunity for all eligible individuals to participate in recreational local league ice hockey, and to provide community based programs, which will allow a player to participate in an environment for fun, physical exercise and fair play;
b) the development of and participation in representative ice hockey and provide the opportunity to participate at the highest competitive level;
c) to instil in all players, coaches, managers and members associated with the SMHA good sportsmanship, correct and proper behaviour on and off the ice, and respect for authority and team play;
d) the Association shall be operated, as a not for profit organization, 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;
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 be a member of the York Simcoe Minor Hockey League; and,
c) The Association shall be a member of the Simcoe Region Minor Hockey League ; and,
d) The Association shall be affiliated with the Schomberg Cougars Jr. C Hockey Club
CLASSES OF MEMBERSHIP
5.1 There shall be four (4) classes of Membership in the Association:
a) Active Membership;
b) Parent/Guardian Membership;
c) Lifetime Membership;
d) Honorary Membership
TERMS OF MEMBERSHIP AND ELIGIBILITY
6.1 Terms and Eligibility
a) Active Membership:
Active Members shall include all elected or appointed Directors, and all convenors, coaches, managers and trainers appointed for the current season, and all registered players who are at least 18 years of age.
Members in this classification will be allowed one (1) vote per person.
b) Parent/Guardian Membership:
Parent/Guardian members shall include all parents and or legal guardians of registered players in good standing where the registered player is under the age of eighteen (18) years. Each Parent/Guardian member of a registered player shall be entitled to vote and may attend membership meetings and, by invitation, meetings of the Board and Committees of the Association.
Each custodial couple, single parent, or legal guardians shall have one (1) vote per player registered.
i.e.: One (1) registered player = One (1) vote,
Three (3) registered players = Three (3) votes.
c) Lifetime Membership:
Lifetime Membership may be granted to an individual who has rendered extraordinary and distinguished service to the Association. Individuals may be nominated to be Lifetime Members by any Member of the Association and the granting of Lifetime Membership must be confirmed by a majority vote of the Board of Directors. Lifetime Membership shall be awarded for twenty years of service in any SMHA Official capacity, as recognized by the Board. Each Lifetime Member shall be entitled to vote and may attend membership meetings and, by invitation, meetings of the Board and Committees of the Association. All existing Lifetime Members shall be Grandfathered in.
Lifetime Members shall have one (1) vote per person.
d) 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. Honorary Membership shall be recognized after ten (10) years of sponsorship. Honorary Members will not be entitled to vote but may attend membership meetings and, by invitation, meetings of the Board and Committees of the Association. All existing Honorary Members shall be Grandfathered in.
Honorary Members will have no vote.
e) One Person – One Class of Membership:
Although it is possible for a member to be qualified for more than one (1) class of membership in the Association, no person may hold more than one (1) class of membership. It is therefore mandatory that each member shall declare himself/herself prior to the start of any meeting of the membership and advise the chairperson of the membership class he/she wishes to represent. Once the meeting is called to order, the member must remain in that class of membership and may not change to another category or class of membership.
6.2 Membership List:
Subject to Section 6.7 herein, the Secretary of the Board shall prepare and maintain a list of current Active Members, Parent/Guardian Members, Lifetime Members, and Honorary Members. This list shall be kept at the SMHA 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, other than Lifetime or Honorary Memberships shall commence on or after May 1 in each year, and shall lapse and terminate on the 30th day of April 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 shall notify the appropriate Board Members.
c) Members 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 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, Parent/Guardian Members, Lifetime Members, and Honorary Members shall be entitled to notice of all Meetings of Members of the Association. Voting privileges are defined in Section 6.1 Terms & Eligibility. Only “Members in Good Standing” shall be entitled to vote.
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.
MEETINGS OF THE MEMBERSHIP
7.1 Annual General Meeting of Members
The Annual General Meeting shall be held each year within the last fifteen (15) days of February, at a time, place and day determined by the Board, for the transaction of at least the following business, to be set out in the agenda of such Annual General Meeting;
a) approval of the agenda;
b) approval of the minutes of the previous Meeting of the Membership;
c) receiving reports of the activities of the Association during the preceding year;
d) receiving information regarding the planned activities of the Association for the current year;
e) receiving and approving the report of the Auditor of the Association from the previous year and a projected financial position for the current year;
f) appointment of the Auditor for the ensuing year;
g) consideration of any proposed amendments to the Letters Patent or By-laws of the Association;
h) transaction of any business which relates to the business of the Meeting referred to above, and notice and particulars of which are received by the Secretary in writing on or before 6:00 p.m. on January 15th, immediately preceding the Annual General Meeting;
i) election of the new Board;
7.2 Additional General Meetings of Members
In addition to the Annual General Meeting described in Article 7.1, a General Meeting of the Membership may be called at any time by a Resolution of the Board. The business to be transacted at a General Meeting shall be limited to that specified in the notice calling the General Meeting.
7.3 Notice
a) Annual General Meeting;
i) Notice of the date and location of the Annual General Meeting shall be posted in the Schomberg Arena by December 15. Such notice shall include a reminder, to the members, of the requirements of Articles 7.1 h) and 18.3 d).
ii) Notice of the Annual General Meeting to be held within the last fifteen (15) days of February 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 either hand delivered or mailed to all Members at the last known address recorded for such Members in the records of the Association. Such notice shall be posted in the Association Arena 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 either hand delivered or mailed to all Members at the last known address recorded in the records of the Association. Such notice shall be posted in the Association Arena at least fifteen (15) days prior to the date of the Meeting.
c) Error or Omission in Notice;
No inadvertent error or omission in giving notice of any Annual General Meeting or Additional General Meeting of Membership or any adjourned Meeting, whether Annual or General, shall invalidate such a Meeting or make void any proceedings taken at such Meeting and any Member may at any time waive notice of any such Meeting and may ratify, approve and confirm any or all actions or proceedings taken at any such Meeting.
7.4 Quorum
A quorum for an Annual General Meeting or General Meeting shall be a minimum of 25 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.
7.5 Voting Procedures:
a) A majority of votes cast by Members entitled to vote, unless otherwise required by the Corporations Act or by the By-laws of the Association, shall decide every question proposed for consideration at Meetings of the Membership;
b) The Chair presiding at a Meeting of the Membership shall have a vote only in the event of a tie vote;
c) At the Meetings of the Membership, every question shall be decided by a show of hands, unless a specific count or unless a secret ballot is required by the Chair or requested by any Member entitled to vote. Whenever a vote by show of hands has been taken upon a question, unless a specific count or secret ballot is requested or required, a declaration by the Chair that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Meeting is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
7.6 No Proxies:
Proxies will not be permitted. Members must be present in person at Additional General Meetings and Annual General Meetings of the Membership in order to exercise their voting rights in relation to matters coming before an Additional General Meeting or an Annual General Meeting of the Membership.
7.7 Adjournments
Any Meeting of the Members of the Association may be adjourned at any time and from time to time and such business may be transacted at such adjourned Meeting(s) as might have been transacted at the original Meeting(s) from which such adjournment took place. No notice shall be required of any such adjourned Meeting other than to those Members present in person at the adjourned Meeting. Such adjournment may be made notwithstanding that no quorum is present.
7.8 Chair:
In the absence of the President and the Vice-President’s, 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.
BOARD OF DIRECTORS
8.1 Composition
a) Eligibility;
A Director:
i) shall be eighteen (18) or more years of age;
ii) shall not be of undischarged bankrupt or of unsound mind;
iii) shall be a Member of the Association at the time of his or her election or appointment;
iv) shall remain a Member of the Association throughout his or her term of office;
v) shall carry out volunteer screening as per policy and guidelines;
b) Number of Directors;
The affairs of the Association shall be managed by a Board, which shall consists of twelve (12) elected Directors and two (2) appointed Directors, and the immediate Past President.
c) Term of Office;
i) The Directors shall be eligible to be elected or appointed for terms of two (2) consecutive years each (unless resignation is submitted after 1 year).
ii) The elected Directors shall hold Office starting May 1st following their election at the AGM and the term shall expire after approximately two (2) years, ending April 30th.
iii) In order to establish a rotation of Directors on the Board, the election of Directors next following the implementation of this By-law shall provide for the election of six (6) Directors, “Slate A”, for a term of two (2) years each. And the election of six (6) Directors, “Slate B”, for a term of one (1) year each. Thereafter, a number of Directors equal to the number of Directors whose term is ending shall be elected for two (2) year terms each.
iv) If an Executive position is vacated after one (1) year of the two (2) year term the position shall be filled at the following Annual Meeting for the remaining one (1) year of the term.
Slate A Slate B
President 1st Vice President
2nd Vice President Treasurer
Secretary Ice Co-ordinator / OMHA Contact
Fundraising Co-ordinator Risk Management Director
Equipment Manager Chief Timekeeper / Gate Co-ordinator
Tournament Director Rep Tournament Director Local League
Technical Director Referee in Chief
Past President
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.
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 15th. A Nomination Form must be completed by all nominees and signed by two (2) nominators who are Members of the Association. Such completed form must be delivered to the Secretary fourteen (14) days prior to the AGM.
9.2 Board Positions:
The Board shall consist of the following:
a) President Elected - two (2) year term
b) 1ST Vice President Elected - two (2) year term
c) 2ND Vice President Elected - two (2) year term
d) Treasurer Elected - two (2) year term
e) Secretary Elected - two (2) year term
f) Ice Co-ordinator / OMHA Contact Elected - two (2) year term
g) Fundraising Co-ordinator Elected - two (2) year term
h) Risk Management Director Elected - two (2) year term
i) Equipment Manager Elected - two (2) year term
j) Chief Timekeeper / Gate Co-ordinator Elected - two (2) year term
k) Tournament Director Rep Elected - two (2) year term
l) Tournament Director Local League Elected - two (2) year term
m) Technical Director Appointed - two (2) year term
n) Referee in Chief Appointed - two (2) year term
o) Past President (immediate)
9.3 Election Procedures:
One (1) week prior to the AGM the secretary shall post in the Association arena a listing of all individuals who have been nominated for election to the Board. Such listing shall identify what position for which each nominee is seeking election. Nominations may also come from the floor at the Annual General Meeting.
9.4 Vacancies:
If a vacancy occurs in any Office, or if for any reason a Director is unable or unwilling to act in that capacity, a Board Meeting shall be held within thirty (30) days for the purpose of selecting a replacement Director from among the current Board of Directors or an eligible Association Member.
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.
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 tim