OWEN SOUND MINOR BASEBALL ASSOCIATION
BY-LAWS
ARTICLE I GENERAL
1.1 Purpose – These By-laws relate to the general conduct of the affairs of the Owen Sound Minor Baseball Association.
1.2 Definitions – The following terms have these meanings in these By-laws:
a) Act – the Ontario Not-for-Profit Corporations Act, 2010 (Ontario) and its regulations made under it, as amended or re-enacted from time to time.
b) Articles – the instrument that incorporates the Corporation or modifies its incorporating instrument, including articles of incorporation, restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent or a special act.
c) Auditor – an individual, partnership, or corporation appointed by the Members at the Annual Meeting to review the books, accounts, and records of the Corporation for a report to the Members at the next Annual Meeting in accordance with the Act.
d) Board – the Board of Directors of the Corporation.
e) Corporation – the Owen Sound Minor Baseball Association.
f) Days – days including weekends and holidays.
g) Director – an individual elected or appointed to serve on the Board pursuant to these By-laws.
h) Extraordinary Resolution – a resolution passed by not less than eighty (80) percent of the votes cast on that resolution.
i) In Writing – shall include both hard copy and electronic communication in a form determined appropriate by the Board.
j) Key Volunteer – a position appointed by the Board to sit on committees and/or perform certain duties on behalf of the Board.
k) Officer – an individual elected or appointed to serve as an Officer of the Corporation pursuant to these By-laws.
l) Ordinary Resolution – a resolution that is (i) submitted to a meeting of the Members of the Corporation and passed at the meeting, with or without amendment, by at least a majority of the votes cast, or (ii) consented to by each Member of the Corporation entitled to vote at a meeting of the Members of the Corporation or by the Member’s attorney.
m) Special Resolution – a resolution that is (i) submitted to a special meeting of the Members of the Corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least two-thirds of the votes cast, or (ii) consented to by each Member of the Corporation entitled to vote at a meeting of the Members of the Corporation or by the member’s attorney.
1.3 Registered Office – The registered office of the Corporation will be located within the Province of Ontario and the Municipality of Owen Sound.
1.4 No Gain for Members – The Corporation will be carried on without the purpose of gain for its Members and any profits or other accretions to the Corporation will be used in promoting its objects.
1.5 Ruling on By-laws – Except as provided in the Act, the Board will have the authority to interpret any provision of these By-laws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Corporation.
1.6 Conduct of Meetings – Unless otherwise specified in these By-laws, meetings of the Members and meetings of the Board will be conducted according to Robert’s Rules of Order (current edition).
1.7 Interpretation – Words importing the singular will include the plural and vice versa and words importing persons will include bodies corporate. Words importing an organization name, title, or program will include any successor organizational name, title, or program.
ARTICLE II MEMBERSHIP
2.1 Categories – The Corporation has the following category of Member:
a) Regular Member – The Directors of the Corporation and up to thirty (30) individuals who have applied to be Members of the Corporation, who have been approved as Members of the Corporation by the Board, and who have agreed to abide by the Corporation’s By-laws, policies, procedures, rules and regulations.
2.2 Registration – Each Member must register with the Corporation and by registering agrees to abide by the Corporation’s By-laws, policies, procedures, rules and regulations.
Authority of Members
2.3 Membership Authority – The Members of the Corporation will have the following powers:
a) To appoint the Auditor
b) To amend the By-laws
c) To elect Directors; and
d) As provided in the Act and in these By-laws
Admission and Renewal of Members
2.4 Admission and Renewal of Members – An individual will be deemed a Member upon becoming a Director and any other candidate will be admitted or renewed as a Member if:
a) The candidate makes an application for membership in a manner prescribed by the Corporation;
b) The candidate member was previously a Member, the candidate member was a Member in good standing when the candidate ceased to be a Member;
c) The candidate member has paid fees as prescribed by the Board, if any;
d) The candidate member agrees to uphold and comply with the Corporation’s governing documents;
e) The candidate member meets any other condition of membership determined by the Board;
f) The candidate member has met the applicable definition listed in Section 2.1; and
g) The candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.
Membership Fees and Duration
2.5 Duration – Unless otherwise determined by the Board, membership with the Corporation begins on the date the Board accepts the member’s registration and ends on August 31st or when the member resigns or is terminated from membership. Notwithstanding the preceding, membership for Members who are Directors begins on the date the Director assumes office in accordance with these By-laws and ends when the individual ceases to be a Director.
2.6 Fees – Membership fees will be determined by the Board.
2.7 Arrears – A Member will be expelled from the Corporation for failing to pay membership fees or monies owed to the Corporation by the deadline dates prescribed by the Board (or designate). Any fees, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due.
2.8 Deadline – Members will be notified in writing of the membership fees at any time payable, and if the membership fees are not paid within sixty (60) days of the membership renewal date or notice of default, the Member in default will automatically cease to be a Member of the Corporation.
Compliance, Transfer, and Termination of Membership
2.9 Policy Compliance – As a condition for membership, a Member must comply with the Corporation’s policies and procedures, as may be modified or updated at the discretion of the Board (or designate). Failure to comply with the Corporation’s policies and procedures may result in discipline, or suspension or termination of membership.
2.10 Transfer – Membership in the Corporation is non-transferable.
2.11 Termination – Membership in the Corporation will terminate immediately upon:
a) The expiration of the Member’s membership, unless renewed in accordance with these By-laws;
b) The Member fails to maintain any of the qualifications or conditions of membership described in these By-laws;
c) Resignation by the Member by giving written notice to the Corporation;
d) Dissolution of the Corporation;
e) The Member’s death; or
f) Upon at least fifteen (15) days’ prior written notice to a Member, the Board may pass a resolution authorizing disciplinary action in respect of such Member or the termination of such Member’s membership. The notice shall set out the reasons for the proposed disciplinary action or termination of membership. The Member receiving such notice shall be entitled to give the Board a written submission opposing the proposed disciplinary action or termination of membership not less than five (5) days before the end of the 15-day period. The Board shall consider any written submission made by the Member before making a final decision regarding disciplinary action or termination of membership.
2.12 May Not Resign – A Member may not resign from the Corporation when the Member is subject to disciplinary investigation or action by the Corporation.
Good Standing
2.13 Definition – A Member will be in good standing provided that the Member:
a) Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
b) Has completed and remitted all documents as required by the Corporation;
c) Has complied with the By-laws, policies, and rules of the Corporation;
d) Is not subject to a disciplinary investigation or action by the Corporation, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
e) Has paid all required membership fees.
2.14 Privileges of Good Standing – Subject to these By-laws and other governing documents of the Corporation, Members in good standing may be entitled to the following privileges:
a) To attend, participate, and vote at meetings of the Members;
b) To participate in the Corporation’s activities; and
c) To participate in other events associated with the Corporation.
ARTICLE III MEETINGS OF MEMBERS
3.1 Annual Meeting – The Corporation will hold an Annual Meeting of Members at such date, time and place as determined by the Board within the Province of Ontario. The Annual Meeting will be held within fifteen (15) months of the last Annual Meeting and within six (6) months of the Corporation’s fiscal year end. Any Member, upon request, will be provided, not less than ten (10) days before the Annual Meeting, with a copy of the approved financial statements, auditor’s report (if any) or review engagement report (if any).
3.2 Special Meeting – A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board or upon the written requisition of ten percent (10%) or more of the voting Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within twenty-one (21) days from the date of the deposit of the requisition.
3.3 Business – All business transacted at a Special Meeting and all business transacted at an Annual Meeting (except consideration of the financial statements, presentation of the auditor’s report or review engagement report (if any); the election of Directors; and re-appointment of the incumbent auditor or the person conducting the review engagement (if any)) is special business. The business transacted at the Annual Meeting shall include:
a) Receipt of the agenda;
b) Receipt of the minutes of the previous Annual Meeting and subsequent Special Meetings (if any);
c) Reports;
d) Consideration of the financial statements;
e) Report of the auditor or person who has been appointed to conduct a review engagement (if any);
f) Reappointment or appointment of the auditor or person who has been appointed to conduct a review engagement for the coming year (if any) and to fix the remuneration of the auditor or authorize the Board to fix such remuneration;
g) Election of Directors; and
h) Such other business or special business as may be set out in the notice of meeting which will include the nature of the business in sufficient detail to permit a Member to form a reasoned judgement on the business and the text of any Special Resolution to be submitted at the meeting.
3.4 Participation/Holding by Electronic Means – Any person entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting if the Corporation makes such means available. A person so participating in a meeting is deemed to be present at the meeting. The Board or Members, as the case may be, may determine that the meeting be held entirely by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting.
3.5 Notice – Written or electronic notice of the date of the Annual Meeting of the Members will be given to all Members in good standing, Directors, and the Auditor (if appointed) at least ten (10) days and not more than fifty (50) days prior to the date of the meeting and the notice will state the date, time, place and general nature of the business to be conducted at the meeting. A further notice will be provided ten (10) days prior to the date of the meeting containing a proposed agenda and reasonable information to permit Members to make informed decisions. Notwithstanding the foregoing provisions of this Section, a notice of a meeting of the Members is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or other electronic means. If a person may attend a meeting of the Members by telephonic or other electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.
3.6 Waiver of Notice – A meeting of Members may be held at any date, time and place without notice if all Members are present (unless a Member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called) or if not present, either before or after the meeting, waive notice or otherwise consent in writing or by any electronic means, to such meeting being held, and at such meeting any business may be transacted which the Corporation may transact at any meeting of Members, provided that the requirements respecting quorum are met.
3.7 Error or Omission in Giving Notice – No error or omission in giving notice of any meeting of the Members shall invalidate the meeting or make void any proceedings taken at the meeting.
3.8 New Business – No other item of business will be included in the notice of the meeting of the Members unless notice in writing of such other item of business, or a Member’s proposal, has been submitted to the Board thirty (30) days prior to the meeting of the Members in accordance with procedures as approved by the Board. Copies of all such proposals together with copies of any amendments thereto then proposed by the Board and copies of all resolutions put forward by the Board shall be sent to all Members with the agenda and the notice calling an Annual Meeting.
3.9 Quorum – Seven (7) voting Members present will constitute a quorum. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
3.10 Scrutineers – At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted. An individual who is nominated for election may not serve as a scrutineer.
3.11 Adjournments – Any meeting of the Members may be adjourned to any date, time and (if applicable) place, and from time to time, and any business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place provided that a quorum is present at the opening of such adjourned meeting. Notice of an adjourned meeting of the Members is not required if the date, the time and (if applicable) the place of the adjourned meeting and, if applicable, instructions for attending and participating in the adjourned meeting by the telephonic or electronic means that will be made available for that adjourned meeting, including, if applicable, instructions for voting by such means at that adjourned meeting, are announced at the original meeting. Notwithstanding the foregoing, if a meeting of the Members is adjourned by one or more adjournments for an aggregate of 30 days or more, the Corporation shall give notice of the meeting that continues the adjourned meeting beyond that 30-day period in accordance with these By-laws.
3.12 Attendance – The only persons entitled to attend a meeting of the Members are the Members, the Directors and Officers, Key Volunteers and staff of the Corporation, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any), and others who are entitled or required under any provision of the Act to be present at the meeting. Any other person may be admitted only if invited by the Chair or with the majority consent of the Members present provided that such other persons will not have the right to speak except on the invitation of the Chair of the meeting or the consent of the meeting.
3.13 Chair – The Chair will be the Chair of all meetings of Members unless another individual is designated by the Board.
Voting at Meetings of Members
3.14 Voting Rights – Members in good standing at the time of the meeting of the Members at which a vote is to be taken have the following voting rights at all meetings of the Members:
a) Regular Members have one vote each.
3.15 Record Date for Voting – The Board may set a date as the record date for the purpose of determining Members entitled to vote at any meeting of Members. The record date must not precede the date on which the meeting is to be held by more than ten (10) days. If no record date is set, the record date is 5:00pm on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
3.16 Proxy Voting – Proxy voting is not permitted.
3.17 Voting by Mail or Electronic Means – A Member may vote by mail, or by telephonic or electronic means if:
a) The Corporation has made available a procedure that permits voting by mail, telephonic, or electronic means; and
b) The votes may be verified as having been made by the Member entitled to vote.
3.18 Determination of Votes – Votes will be determined by a show of hands, orally, or electronic ballot, except in the case of elections which require a secret ballot, unless a secret or recorded ballot is requested by a Member.
3.19 Majority of Votes – Except as otherwise provided in these By-laws, an Ordinary Resolution will decide each issue. In the case of a tie, the issue is defeated.
3.20 Resolutions in Writing – Any resolution signed by all the voting Members is as valid and effective as if passed at a meeting of the Members duly called, constituted and held for that purpose. Resolutions in writing may be signed in counterparts and resolutions in writing signed by one or more Members and delivered or transmitted by any electronic means to the Corporation shall be deemed to be duly signed by such Members.
ARTICLE IV GOVERNANCE
Composition of the Board
4.1 Directors – The Board will consist of a minimum of five (5) and a maximum of nine (9) Directors.
4.2 Number of Directors – Prior to a meeting of the Members at which Directors will be elected, the Board will determine the number of Director-at-Large positions by Ordinary Resolution (this power to the Board is provided by Special Resolution of the voting Members) provided that:
a) The number of Director-at-Large positions is at least five (5) and no more than nine (9); and
b) The determination of the number of Director-at-Large positions on the Board does not have the effect of shortening the term of a sitting Director.
4.3 Directors-at-Large – Directors-at-Large may be appointed, by the Board, to serve in Officer positions (see: Article V) and/or as Directors of various portfolios related to the operations of the Corporation (e.g., Competition Director, Communications Director, Sponsorship Director, etc.). Directors-at-Large may have more than one portfolio and may be assigned and removed duties by Ordinary Resolution of the Board.
4.4 Board Observer – An individual (such as the Past Chair or a Key Volunteer) may be invited to serve as a Board Observer and attend meetings of the Board in a non-voting capacity provided the individual is interested in serving in the position and has been approved by Ordinary Resolution of the Board. Board Observers are not Directors and may be asked to leave a meeting (or part of a meeting) of the Board at the discretion of the Board at any time.
Eligibility of Directors
4.5 Eligibility – To be eligible to serve as a Director, an individual must:
a) Be eighteen (18) years of age or older;
b) Not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;
c) Have not been declared incapable by a court in Canada or in another country; and
d) Not have the status of bankrupt.
Election of Directors
4.6 Nominations Committee – The Board may appoint a Nominations Committee. The Nominations Committee will be responsible to solicit nominations for the election of the Directors.
4.7 Nomination – Any nomination of an individual for election as a Director will:
a) Include the written consent of the nominee by signed or electronic signature;
b) Comply with the procedures established by the Nominations Committee (if appointed); and
c) Be submitted to the Registered Office of the Corporation seven (7) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board.
4.8 Nominations from the Floor – If a position on the Board is vacant and there are no nominations for the position, an individual will be permitted to be nominated from the floor for that position at a meeting of the Members. Such nomination will require a nominator and seconder from the voting Members present and will also require the attendance at the meeting and verbal or written acceptance of the nomination by the individual.
4.9 Election – At each meeting of the Members at which elections are held, elections will be held for any Director position for which the incumbent Director’s term is expiring and/or any Director position that is vacant. Directors will be elected in the following rotation at each Annual Meeting of Members:
a) Two (2) – four (4) Directors
b) Three (3) - five (5) Directors
4.10 Director-at-Large Elections – Elections for Director-at-Large positions will be decided by the Members in accordance with the following:
a) Equal number of Nominations and Available Positions – Winners elected by Ordinary Resolution.
b) More Nominations than Available Positions – The nominee(s) receiving the greatest number of votes and Ordinary Resolution will be elected. In the case of a run-off ballot, the nominee receiving the fewest votes will be deleted from the list of nominees and a second vote will be conducted. If there continues to be a requirement for a run-off ballot and more nominees than positions, the nominee receiving the fewest votes will be deleted from the list of nominees until there remains the appropriate number of nominees for the position(s) or until a winner is declared.
4.11 Post-Election Eligibility – An elected Director who does not meet the eligibility requirements for election as a Director will have fourteen (14) days to become eligible for the position or will be removed as a Director of the Corporation.
4.12 Terms – Directors will serve terms of two (2) years and will hold office until they or their successors have been duly elected in accordance with these By-laws, unless they resign, or are removed from or vacate their office.
4.13 Director Consent and Registration – An individual who is elected or appointed to be a Director must register with the Corporation as a Director, must sign all required documents presented by the Corporation, and must consent in writing to hold office as a Director before or within ten (10) days of their election or appointment. Any individual who does not provide consent within the time limit is not a Director and is deemed not to have been elected or appointed to hold office as a Director. The requirement to consent does not apply to a Director who is re-elected or reappointed when there has been no break in their term of office. ONCA 24.8
4.14 Key Volunteer Positions – The Board may create Key Volunteer Positions at its discretion as deemed necessary. Key Volunteers may be invited to attend meetings of the Board, and may sit as Board Observers, but they are not Directors and do not have a vote at meetings of the Board.
Resignation and Removal of Directors
4.15 Resignation – A Director may resign from the Board at any time by presenting their notice of resignation to the Board. This resignation will become effective the date on which the notice is received by the Secretary or at the time specified in the notice, whichever is later. When a Director who is subject to a disciplinary investigation or action of the Corporation resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.
4.16 Vacate Office – The office of any Director will be vacated automatically if:
a) The Director resigns;
b) The Director does not meet the eligibility requirements for election as a Director within fourteen (14) days of being elected;
c) The Director fails to consent in writing to hold office as a Director within ten (10) days of their initial election or appointment;
d) The Director is found to be incapable of managing property by a court or under Ontario law;
e) The Director is found by a court to be incapable;
f) The Director becomes bankrupt; or
g) The Director dies.
4.17 Removal – An elected Director may be removed by Ordinary Resolution of the Members at a Special Meeting of the Members provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting.
Filling a Vacancy on the Board
4.18 Vacancy – When the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the position for the remainder of the term. Alternatively, the Board may decide, by Ordinary Resolution, that one or more Directors will execute the duties of the vacant Director position for the remainder of the unexpired term. If a Director is removed by the Members at a meeting of the Members, the Members may elect a Director to fill the unexpired term at the same meeting. If, as a result of any vacancy or vacancies on the Board, there is not a quorum of Directors, the remaining Directors will forthwith call a meeting of the Members to fill the vacancies.
Meetings of the Board
4.19 Call of Meeting – A meeting of the Board will be held at any time and place as determined by the Chair or by written requisition of at least three (3) Directors.
4.20 Chair – The Chair will be the Chair of all meetings of the Board unless another individual is designated to be the Chair by the Chair. In the absence of the Chair, or if the meeting of the Board was not called by the Chair, the Board will appoint an individual to Chair the meeting.
4.21 Notice – Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least five (5) days prior to the scheduled meeting. Notice served by mail will be sent at least ten (10) days prior to the meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Corporation.
4.22 Number of Meetings – The Board will hold at least four (4) meetings per year.
4.23 Quorum – At any meeting of the Board, quorum will be fifty percent (50%) of the Directors holding office but never less than the minimum number of Directors listed in the Articles.
4.24 Voting – Each Director is entitled to one vote. Voting will be by a show of hands, written, or orally unless at least one (1) Director present requests a secret ballot. Resolutions will be passed by Ordinary Resolution. In the case of a tie, the resolution is defeated.
4.25 No Alternate Directors – No person shall act for an absent Director at a meeting of the Board.
4.26 Written Resolutions – A resolution in writing signed by all the Directors is as valid as if it had been passed at a meeting of the Board. Resolutions in writing may be signed in counterparts and resolutions in writing signed by one or more Directors and delivered or transmitted by any electronic means to the Secretary shall be deemed to be duly signed by such Directors.
4.27 Attendance at Meetings – Meetings of the Board will be closed to Members and the public except by invitation of the Board. The only people entitled to attend meetings of the Directors will be the Directors and such others who are entitled or required under any provision of the Act.
4.28 Meetings by Telecommunications – A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting. Additionally, for an in-person meeting of the Board, a Director may, if all the Directors of the Corporation consent, participate by telephonic or electronic means provided that all participants are able to adequately communicate with each other simultaneously during the meeting.
Duties of Directors
4.29 Standard of Care – Every Director will:
a) Act honestly and in good faith with a view to the best interests of the Corporation; and
b) Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Powers of the Board
4.30 Powers of the Corporation – Except as otherwise provided in the Act or these By-laws, the Board has the powers of the Corporation and may delegate any of its powers, duties, and functions.
4.31 Empowered – The Board is empowered, including but not limited to:
a) Make policies and procedures or manage the affairs of the Corporation for the purpose of furthering the objects and purposes of the Corporation in accordance with the Act and these By-laws;
b) Make policies and procedures relating to the discipline of Members and Participants, and have the authority to discipline Members and Participants in accordance with such policies and procedures;
c) Make policies and procedures relating to the management of disputes within the Corporation and deal with disputes in accordance with such policies and procedures;
d) Employ or engage under contract such persons as it deems necessary to carry out the work of the Corporation;
e) Appoint Key Volunteers with duties and responsibilities as described by the Board;
f) Determine registration procedures, determine membership fees, and determine other registration requirements;
g) Enable the Corporation to receive donations, benefits, bequests, distribution of investment capital and income for the purpose of furthering the objects and purposes of the Corporation;
h) Make expenditures for the purpose of furthering the objects and purposes of the Corporation;
i) Invest funds for the purpose of furthering the objects and purposes of the Corporation;
j) Manage the Corporation’s assets and resources expenditures for the purpose of furthering the objects and purposes of the Corporation;
k) Borrow money upon the credit of the Corporation as it deems necessary in accordance with these By-laws; and
l) Perform any other duties from time to time as may be in the best interests of the Corporation.
ARTICLE V OFFICERS
5.1 Composition – The Officer positions are the Chair, Secretary and Treasurer.
5.2 Term – The term of the Officers will be at the discretion of the Board. Officers may be elected for a one-year term, a two-year term, or a term that expires when the individual’s term as a Director expires (or when the Director is removed from or vacates their position).
5.3 Election – The Officers of the Corporation will be elected by the Board of Directors. At the first meeting of the Board of Directors held following the election of new Directors, the Directors will elect Officers for whichever positions are vacant. They shall take office immediately and the Chair will be a Director.
5.4 Voting – Directors may nominate themselves for any Officer position. Elections will begin with the election for Chair. Elections will be decided by majority vote of the Directors in accordance with the following:
a) One Valid Nominee for an Office – Winner declared by acclamation.
b) Two or More Valid Nominees for an Office – Winner is the nominee receiving the greatest number of votes. In the case of a tie, a runoff vote will be conducted. Only those nominees who were tied for the most number of votes will appear on the run-off ballot. The nominee receiving the greatest number of votes will be declared the winner. Additional runoff votes may occur if required.
5.5 Duties – The duties of Officers are as follows:
a) The Chair will be the chair of the Board, will preside at the Annual and Special Meetings of the Corporation and at meetings of the Board unless otherwise designated, will be the official spokesperson of the Corporation, will oversee and supervise office staff (when applicable), and will perform such other duties as may from time to time be established by the Board.
b) The Secretary will be responsible for the documentation of all amendments to the Corporation’s By-laws, will ensure that all official documents and records of the Corporation are properly kept, cause to be recorded the minutes of all meetings, will prepare and submit to each meeting of the Members and other meetings a report of all activities since the previous meeting of the Members or other meetings, will give due notice to all Members of the meeting of the Members of the Corporation, and will perform such other duties as may from time to time be established by the Board.
c) The Treasurer will, subject to the powers and duties of the Board, keep proper accounting records as required by the Act, will cause to be deposited all monies received by the Corporation in the Corporation’s bank account, will supervise the management and the disbursement of funds of the Corporation, when required will provide the Board with an account of financial transactions and the financial position of the Corporation, will prepare annual budgets, and will perform such other duties as may from time to time be established by the Board.
5.6 Delegation of Duties – At the discretion of the Officer and with approval by Ordinary Resolution of the Board, any Officer may delegate any duties of that office to appropriate staff or committee of the Corporation, or to another Officer or Director.
5.7 Multiple Positions – A Director may hold multiple Officer positions.
5.8 Removal – An Officer may be removed by Ordinary Resolution at a meeting of the Board or of the Members, provided the Officer has been given notice of and the opportunity to be present and to be heard at the meeting where such Ordinary Resolution is put to a vote. Removal from an Officer position does not automatically mean the individual is removed from their Director position (when applicable).
5.9 Vacancy – Where the position of an Officer becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office.
5.10 Other Officers – The Board may determine other Officer positions and appoint individuals to fill those positions. Other Officers need not be Directors and would not be members of the Board.
ARTICLE VI PARTICIPANTS
6.1 Participants – The Corporation has the following categories of Participants, who are not necessarily Members, but who must register with the Corporation and pay fees as determined by the Board (or, if the Participant is younger than 18 years old, who must have a parent/guardian register and pay fees on behalf of the Participant):
a) Athlete – An individual who participates with the Corporation as a baseball player.
b) Coach – An individual who participates with the Corporation as a coach, manager or trainer.
c) Official – An individual who acts as an official with the Corporation.
d) Volunteer – An individual who provides volunteer services to the Corporation.
Term
6.2 Year – Unless otherwise determined by the Board, the registration term of Participants begins on the date the Board accepts the Participant’s registration and ends August 31st or when the Participant resigns or is terminated from registration.
Policy Compliance
6.3 Policy Compliance – During registration, a Participant (or the Participant’s parent/guardian, on behalf of the Participant, if the Participant is younger than 18 years old) must agree to comply with the Corporation’s policies and procedures, as may be modified or updated at the discretion of the Board (or designate). Failure to comply with the Corporation’s policies and procedures may result in discipline, or suspension or removal from registration.
Fees
6.4 Fees – Participant fees will be determined annually by the Board.
6.5 Deadline – Participants will be notified in writing of the fees payable, and if they are not paid by the date specified by the Board, the Participant in default will automatically cease to be a Participant with the Corporation.
Discipline
6.6 Discipline – A Participant may be suspended or expelled from the Corporation in accordance with the Corporation’s By-laws, policies, and procedures relating to discipline of Participants.
6.7 May Not Resign – A Participant may not resign from the Corporation if the Participant is subject to disciplinary investigation or action.
Status
6.8 Expulsion and Resignation – A Participant ceases to be a Participant if:
a) The Participant fails to maintain any of the qualifications or conditions of being a Participant described in Section 6.1;
b) The Participant resigns from the Corporation by giving written notice to the Corporation in which case the resignation becomes effective on the date specified in the resignation. The Participant will be responsible for all fees payable until the actual withdrawal becomes effective;
c) The Participant fails to pay fees owed to the Corporation by the deadline dates prescribed in Section 6.5;
d) The Participant fails to comply with Corporation’s registration policies or applicable policies;
e) The Participant’s term of registration expires; or
f) The Corporation is liquidated.
Good Standing
6.9 Definition – A Participant with the Corporation will be in good standing provided that the Participant:
a) Has not ceased to be a Participant;
b) Has not been suspended, resigned or been expelled, or had other restrictions or sanctions imposed;
c) Has completed and remitted all documents as required by the Corporation;
d) Has complied with the By-laws, policies, procedures, rules and regulations of the Corporation;
e) Is not subject to a disciplinary investigation or action by the Corporation, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
f) Has paid all required fees to the Corporation.
6.10 Cease to be in Good Standing – Participants who cease to be in good standing may have privileges suspended and will not be entitled to the benefits and privileges of registration until such time as the Board is satisfied that the Participant has met the definition of good standing.
ARTICLE VII COMMITTEES
Committees
7.1 Appointment of Standing and Special Committees – The Board may appoint such standing and ad-hoc committees as it deems necessary for managing the affairs of the Corporation. The Board may appoint and remove members of these committees or provide for the election of members of these committees, may prescribe the duties and terms of reference of these committees, and may delegate to any of these committees any of its powers, duties, and functions.
7.2 Committee Limitations – No Committee has authority to:
a) Submit to the Members any question or matter requiring approval of the Members;
b) Fill a vacancy among the Directors or appoint additional Directors;
c) Issue debt obligations except as authorized by the Board;
d) Approve any financial statements;
e) Adopt, amend or repeal the By-laws; or
f) Establish contributions to be made, or fees to be paid, by Members without the approval of the Board.
7.3 Composition – The Board may appoint and remove Directors, Key Volunteers, or any other individual to or from a standing or ad-hoc committee at any time and for any reason.
7.4 Chair Ex-officio – The Chair (or their appointed designate) will be an ex-officio and non-voting member of all standing and ad-hoc committees of the Corporation.
ARTICLE VIII FINANCE AND MANAGEMENT
8.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the Corporation will be September 1st to August 31st.
8.2 Bank – The banking business of the Corporation will be conducted at such financial institution as the Board may determine.
8.3 Auditors – At each Annual Meeting the Members will appoint an auditor to audit or conduct a review engagement of the books, accounts and records of the Corporation in accordance with the Act. The auditor will hold office until the next Annual Meeting, provided that the Board may fill any casual vacancy in the office of the Auditor. If an appointment is not so made, the Auditor will continue in office until a successor is appointed. The Auditor will not be an employee, Officer, or Director of the Corporation, must be independent of the Corporation and each of the Directors and Officers of the Corporation, and must be permitted to conduct an audit or review engagement of the Corporation under the Public Accounting Act, 2004, as amended. When the Corporation’s revenue for the previous fiscal year was less than the amount prescribed in the Act, the Members may decline, by Extraordinary Resolution, to appoint an auditor. Alternatively, when the Corporation’s revenue for the previous fiscal year was less than the amount prescribed in the Act, the Members may, by Extraordinary Resolution, choose to conduct a review engagement or notice to reader in lieu of an audit.
8.4 Removal – The Members may, by Ordinary Resolution at a special meeting of the Members duly called for that purpose, remove any Auditor of the Corporation before the expiration of its term of office and shall, by Ordinary Resolution at that meeting, appoint another Auditor in its stead for the remainder of its term.
8.5 Remuneration – The Members shall fix the remuneration of the Auditor or authorize the Board to fix such remuneration. The remuneration of an Auditor appointed by the Board shall be fixed by the Board.
8.6 Annual Financial Statements – The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Corporation of the most recent completed fiscal year of the Corporation and will present the financial statements at the Annual Meeting not more than six (6) months after fiscal year end. A copy of the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than ten (10) days before the Annual Meeting. The Financial Statements will include:
a) The financial statements;
b) The auditor’s report or review engagement (if any); and
c) Any further information respecting the financial position of the Corporation.
8.7 Books and Records – The necessary books and records of the Corporation required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to:
a) The Corporation’s Articles and By-laws;
b) The minutes of meetings of the Members and of any committee of Members;
c) The resolutions of the Members and of any committee of Members;
d) The minutes of meetings of the Directors or any committee of Directors;
e) The resolutions of the Directors and of any committee of Directors;
f) A register of Directors;
g) A register of Officers;
h) A register of Members; and
i) Account records adequate to enable the Directors to ascertain the financial position of the Corporation on a quarterly basis.
8.8 Minutes of meetings of the Board and Board Resolutions – Minutes of meetings of the Board and Board Resolutions are confidential and may only be open for inspection by Members in good standing by request to the Board.
8.9 Property – The Corporation may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.
8.10 Borrowing – The Corporation may borrow funds under such terms and conditions as the Board may determine, as permitted by the Act and subject to authorization by an Ordinary Resolution of the Members if the amount of the financial transaction exceeds one hundred thousand dollars ($100,000).
8.11 Borrowing Restriction – The Members may, by Special Resolution, restrict the borrowing powers of the Board but a restriction so imposed expires at the next Annual Meeting.
Remuneration
8.12 No Remuneration – All Directors, Officers and members of committees will serve their term of office without remuneration (unless approved at a meeting of the Members) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a committee will disclose the conflict/potential conflict in accordance with these By-laws.
Conflict of Interest
8.13 Conflict of Interest – A Director, Officer or member of a committee who has an interest, who may be perceived as having an interest in, or is a party to, a proposed contract or transaction with the Corporation, or has knowledge that their partner or relative has an interest, directly or indirectly, in any contract, transaction, proposed contract or transaction under consideration by the Corporation will:
a) Declare the nature and extent of the interest as soon as possible and not later than the meeting at which the matter is first considered (or if such interest arose after the meeting at which the matter is first considered, not later than the first meeting after such interest arose);
b) Refrain from taking part in any discussion or vote related to the matter; and
c) Withdraw from any meeting at which the matter is being discussed, during the period of such discussion.
8.14 Failure to Declare – Where the Board is of the opinion that a conflict of interest exists that has not been declared, the Board may declare, by an Ordinary Resolution present at the meeting, that a conflict of interest exists and in each such case the provisions of subsections (b) and (c) of the above Section shall apply as if the individual had declared the interest.
8.15 Effect of Disclosure – A Director, Officer or member of a committee who has declared their interest in a contract or transaction or a proposed contract or transaction (or the Board has so declared pursuant to the above Section) and who has not voted in respect thereof shall not be accountable to the Corporation, or its creditors, for any profit realized from the contract and the contract is not voidable by reason only of such Director, Officer or member of a committee holding that office or of the fiduciary relationship established thereby.
ARTICLE IX AMENDMENT OF BY-LAWS
9.1 Voting – These By-laws may only be amended, revised, repealed or added to by:
a) Ordinary Resolution of the Board. The new, amended, or revised By-law is effective until the next meeting of the Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution. A new, amended, or revised By-law that is not ratified by the Members ceases to have effect and no new By-law of the same or like substance has any effect until ratified at a meeting of the Members; or
b) A Member entitled to vote who may make a proposal to make, amend, or repeal a By-law in accordance with the Act which requires at least sixty (60) days’ notice. The new, amended, or repealed By-law will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution.
ARTICLE X NOTICE
10.1 Written Notice – In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, electronic mail or courier to the address of record of the individual, Director, Officer, or Member, as applicable. It is the obligation of the Director, Officer or Member (as applicable) to provide a current address for notification under this provision to the Board.
10.2 Date of Notice – Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post-marked.
10.3 Error in Notice – The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the meeting.
10.4 Undelivered Notices – If any notice given to a person pursuant to these By-Laws is returned on three (3) consecutive occasions because such person cannot be found, the Corporation shall not be required to give any further notice to such person until such person provides the Corporation with a document setting out such person’s address.
ARTICLE XI DISSOLUTION
11.1 Dissolution – Upon dissolution of the Corporation and after payment of all debts and liabilities, its remaining property or part thereof shall be distributed or disposed of to charitable organizations or to organizations the objects of which are beneficial to the community.
ARTICLE XII INDEMNIFICATION
12.1 Will Indemnify – The Corporation will indemnify and hold harmless out of the funds of the Corporation each Director and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director and/or any individual who acts at the Corporation’s request in a similar capacity.
12.2 Will Not Indemnify – The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon them under the Act. For further clarity, the Corporation will not indemnify an individual unless:
a) The individual acted honestly and in good faith with a view to the best interests of the Corporation; and
b) If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.
12.3 Insurance – The Corporation will maintain in force Directors and Officers liability insurance at all times.
ARTICLE XIII FUNDAMENTAL CHANGES
13.1 Fundamental Changes – A Special Resolution of all Members is required to make the following fundamental changes to the Articles of the Corporation. Fundamental Changes are defined as follows:
a) Change the Corporation’s name;
b) Add, change or remove any restriction on the activities that the Corporation may carry on;
c) Create a new category of Members;
d) Change a condition required for being a Member;
e) Change the designation of any category of Members or add, change or remove any rights and conditions of any such category;
f) Divide any category of Members into two or more categories and fix the rights and conditions of each category;
g) Add, change or remove a provision respecting the transfer of a membership;
h) Increase or decrease the number of, or the minimum or maximum number of, Directors;
i) Change the purposes of the Corporation;
j) Change to whom the property remaining on liquidation after the discharge of any liabilities of the Corporation is to be distributed;
k) Change the manner of giving notice to Members entitled to vote at a meeting of Members;
l) Change the method of voting by Members not in attendance at a meeting of the Members; or
m) Add, change or remove any other provision that is permitted by the Act to be set out in the Articles.
ARTICLE XIV ADOPTION OF THESE BY-LAWS
14.1 Ratification – These By-laws were ratified by the Members of the Corporation at a meeting of Members duly called and held on 1/11/2026
14.2 Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Corporation repeal all prior By-laws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed By-laws.
Temporary - Bylaw #2
Phased Implementation Plan and Election of Directors
1. On DATE at the Corporation’s Annual Meeting, a motion for the approval of the new Bylaws and this Temporary Bylaw #2 (Phased Implementation Plan) will be placed before the voting Members.
2. Upon the approval of the motion to accept the new Bylaws and this Phased Implementation Plan, the new Bylaws will be implemented effective immediately except for the composition and elections of directors which will be implemented in accordance with this Phased Implementation Plan.
3. At the 2025 AGM:
a) The following Directors will cease to hold office:
VP House League - 2 year term
VP Rep / Select - 2 year term
Registrar / VP Ops - 2 year term
At the 2026/27 AGM, the following Directors will cease to hold office (will be re-elected).
President - 2 year term
Treasurer - 2 year term
Secretary - 2 year term
b) Elections will occur as follows:
i. Two (2) – four (4) Directors for a one-year term
ii. Three (3) - five (5) Directors for a two-year term
4. All subsequent elections will proceed in accordance with the new Bylaws.