CAMBRIDGE MINOR BASEBALL ASSOCIATION (CMBA) BOARD OF DIRECTORS CODE OF CONDUCT POLICY

 

Last Revised & Approved: February 14, 2023

 

 

Table of Contents

Preface

Board of Directors Code of Conduct

Director's Duties & Expectations

Standard of Care

Conflicts of Interest

Legal Liabilities of Directors

Confidentiality

Respect

Conflict

Removal of Directors

Disciplinary Action for Code of Conduct Infractions Expulsion

Appendix A: Robert’s Rules of Order

The 6 Types of Motions

Robert’s Rules of Order Motion Steps

Requesting Points of Something

Robert’s Rules: Tips and Reminders for Chairpersons Robert’s Rules of Order Cheat Sheet

 

 

Preface

The essential elements of character-building and ethics in baseball are embodied in the concept of sportsmanship and six (6) core principles or pillars of character: ●

• Trustworthiness
• Respect
• Responsibility
• Fairness
• Caring
• Good citizenship.

The highest potential of the game of baseball is achieved when competition reflects these six pillars of character. In an effort to achieve this potential, Cambridge Minor Baseball Association (CMBA) has developed and will enforce Codes of Conduct for every level of membership in the Association.

CMBA is adopting a zero tolerance policy and failure to adhere to any Code of Conduct will result in appropriate disciplinary action at the discretion of the Board of Directors (BOD) or applicable disciplinary committee.

 

 

 

Board of Directors Code of Conduct

Director's Duties & Expectations

The duty of a director, whether elected or appointed, is to Cambridge Minor Baseball Association (CMBA) and its members. As such, directors must act honestly and in good faith with the best interests of CMBA in mind when exercising powers and discharging duties. Directors must avoid conflicts of interest. Directors must comply with Constitution and By-laws of CMBA.

Directors owe CMBA a duty of diligence. They need to attend and be prepared for meetings. Materials circulated in advance of a meeting need to be read. The duty of diligence involves participating in decision making. Directors should not merely rely on the opinions of others but should ask their own questions and be certain in their own minds and on reasonable grounds that a proper decision is being made in the circumstances. Directors should ask for clarification where they find a matter confusing or unclear.

CMBA's Constitution states that the Elected Executive shall control the finances and discharge all business of the Association. The CMBA Constitution does not specify how the business of the Association shall be discharged. What is required will differ depending upon the issue and the circumstances. There are certain decisions which are so fundamental to the affairs of CMBA that only the Elected Executive should make the decision. In other situations, only oversight is required and day-to-day decisions can be made by appointed board members and/or designated individuals.

Standard of Care

"Standard of care" refers to what level of prudence a director will be held to with respect to decisions made or actions taken as a director. Directors are expected to exercise a standard of care that "may reasonably be expected from a person of his/her knowledge and experience." As such, someone with a background in a particular area may be held to a higher standard regarding decisions relating to that area than other directors. Nevertheless, each director is supposed to exercise diligence and prudence in accordance with their own expertise and experience.

Conflicts of Interest

Where a director is an employee or owner of a business with which CMBA is doing or is contemplating doing business, the director should declare a conflict of interest and abstain from all discussions and decisions relating to such matters.

 

Legal Liabilities of Directors

Directors of CMBA are jointly and severally liable to the employees of CMBA for debts (i.e., amounts not paid) not exceeding 6 months' wages and up to 12 months' vacation pay. As such, they should ensure that CMBA remains current in its payment of wages to its employees.

Confidentiality

Directors owe CMBA a duty of confidentiality. Sensitive and confidential information should not be discussed outside of board meetings unless specifically authorized by the board.

Respect

It goes without saying that directors should treat each other with courtesy and respect. Board meetings should be occasions for directors to speak their minds and ask their questions without fear of reprisal. While meetings are frequently conducted in an informal manner to facilitate discussion and achieve consensus, directors should maintain an appropriate decorum. Only one person should speak at a time. Others should listen to what is being said. Directors should avoid undue repetition of the same arguments. Ideally, a person should only speak once on a matter, although at the discretion of the Chair a person may answer questions or speak a second time in rebuttal to arguments raised. Out of consideration to others, directors should not speak longer than is necessary to make their point, although they should feel free to make a complete statement. Where informal discussion is being abused, any member has the right at any time to require the Chair to enforce the rules of order. Except where the Elected Executive, Rep Council or Select Council has adopted specific provisions to the contrary, Robert's Rules of Order (refer to Appendix A) shall apply.

Conflict

From time to time, discussion may get heated as directors disagree passionately about a subject. All directors have a responsibility for ensuring that proceedings do not get out of hand. In particular, the Chair needs to maintain decorum, but all directors can assist. Where two directors have a strong disagreement on a matter and tempers flare, the two directors should not meet alone with each other in an attempt to resolve the matter. A minimum of three other, neutral persons must be in the room at all times with them, should a meeting be desired to resolve the issue. One director must never point a finger, get in the face of, or touch another director in any manner (without the express prior consent of the other director) at any time.

 

Removal of Directors

Section 9 of the CMBA Constitution provides that:

The Board of Directors is empowered to remove, by a majority vote on secret ballot, any Executive, Director, Coach, Volunteer, Parent or Player of the Association who is deemed not to be fulfilling their duties and responsibilities, or who is in violation of any of the CMBA, ICBA or OBA Codes of Conduct. A special meeting must be called specifically for this purpose and 75% quorum of the Board of Directors is required.

The following steps should be taken in connection with this procedure for directors:

First, before proposing to bring a resolution to remove a member, the person who is alleging that a member has been conducting themself in a manner detrimental to CMBA should notify the President (or where the President is the person accused of detrimental conduct, the Executive Vice President). The President (or Executive Vice President) should convene a panel of three members of the Elected Executive, which may include the President (or Executive Vice President) to meet with the affected parties either in person or by conference call to determine whether or not a resolution to the issues may be mediated. If (i) a resolution cannot be agreed upon or (ii) a resolution is agreed upon and is not implemented within 30 days, then the person alleging the detrimental conduct may give notice of intention to bring a resolution to remove the member.

 

 

The notice should specify:

 

(a) the name of the member who is alleged to have conducted themselves in a manner detrimental to CMBA;

 

(b) a brief summary of the alleged activities which could be considered as being detrimental to CMBA; and

 

(c) details as to the place and time of the special board meeting at which the matter will be considered. A person alleged to have conducted themselves in a manner detrimental to CMBA shall have the right to attend the special board meeting at which the matter is to be considered and to be represented thereat by legal counsel.

 

The portion of the special board meeting which considers the issue shall be conducted in the following manner:

1. The person alleging the detrimental conduct shall present whatever information (including information from other persons who may or may not be in attendance) which the person believes is relevant for the Board’s consideration. The Board shall determine what information is admissible and shall not be bound by the rules of evidence.
2. The person accused of detrimental conduct, or his/her legal representative may ask questions of the person(s) presenting information to the Board.
3. Other members of the BOD may ask questions of the person(s) presenting information to the Board.
4. The person accused of detrimental conduct or his/her legal representative may present whatever information (including information from other persons who may or may not be in attendance) which the person believes is relevant for the Board’s consideration. The Board shall determine what information is admissible and shall not be bound by the rules of evidence.
5. The person alleging detrimental conduct may ask questions of the person(s) presenting information to the BOD.
6. Other members of the BOD may ask questions of the person(s) presenting information to the BOD.
7. Once all information has been presented and all questions have been asked, the person accused of detrimental conduct and/or his/her legal representative may make a closing address to the BOD. The person alleging detrimental conduct may make a closing address to the BOD.
8. Following the closing addresses, if any, the BOD will vote by secret ballot as to whether or not the person should be removed from office. If at least ¾ of the ballots cast are in favour of removal, then the person shall be removed from office. Spoiled ballots shall count as ballots cast.

 

ACKNOWLEDGEMENT AND CONFIRMATION

The undersigned hereby acknowledges receiving the attached CMBA Board of Directors Code of Conduct and understands that CMBA will expect the undersigned to conduct themselves in accordance with it.

Name (Print): Signature:

Date:

 

 

Disciplinary Action for Code of Conduct Infractions

Disciplinary action for Coach, Parent and Player Code of Conduct infractions will, as a general rule, follow multi-tiered disciplinary approach, with the severity of the penalty increasing for each subsequent infraction.

However, CMBA reserves the right to impose a more severe penalty than the next subsequent tier in the process should the infraction warrant such a penalty. The penalties, in increasing order of severity are as follows:

• 1st Infraction – Written Warning
• 2nd Infraction – Single Game Suspension
• 3rd Infraction – Multi Game Suspension
• 4th Infraction – Season Long Suspension (Pending Fair Hearing)
• 5th Infraction – Removal from CMBA Participation (Pending Technical Hearing)

All reports of Code of Conduct infractions must be submitted in writing to the CMBA President, Executive Vice President or other Executive member and will be subject to the same process that is in place for handling complaints.

Expulsion

1. a) CMBA reserves the right to reject participation in such a case where previous record of behavior unbecoming a participant of CMBA has been evident.
2. b) Participation may be revoked at any time to an individual who has been deemed by CMBA to be in contravention of the Bylaw or Operating Procedures. Such action shall only result after a fair hearing, and a majority vote of the BOD.

 

 

Appendix A: Robert’s Rules of Order

The 6 Types of Motions

1. Main Motion: Introduce a new item.
2. Subsidiary Motion: Change or affect how to handle a main motion (vote on this before main motion)
3. Privileged Motion: Urgent or important matter unrelated to pending
4. Incidental Motion: Questions procedure of other motions (must consider before the other motion)
5. Motion to Table: Kills a motion.
6. Motion to Postpone: Delays a vote (can reopen debate on the main motion)

Robert’s Rules of Order Motion Steps

1. Motion: A member rises or raises a hand to signal the chairperson. 2. Second: Another member seconds the motion.
2. Restate motion: The chairperson restates the motion.
3. Debate: The members debate the motion.
4. Vote: The chairperson restates the motion, and then first asks for affirmative votes, and then negative votes.
5. Announce the vote: The chairperson announces the result of the vote and any instructions.

 

If the board is in obvious agreement, the chairperson may save time by stating, “If there is no objection, we will adopt the motion to…” Then wait for any objections. Then say, “Hearing no objections, (state the motion) is adopted.” And then state any instructions.

If a member objects, first ask for debate, then vote and then announce the vote.

Requesting Points of Something

Certain situations need attention during the meeting, but they don’t require a motion, second, debate or voting. It’s permissible to state a point during a meeting where the chairperson needs to handle a situation right away. Board members can declare a Point of Order, Point of Information, Point of Inquiry or Point of Personal Privilege.

Point of Order: Draws attention to a breach of rules, improper procedure, breaching of established practices, etc.

Point of Information: A member may need to bring up an additional point or additional information (in the form of a non debatable statement) so that the other members can make fully informed votes.

Point of Inquiry: A member may use point of inquiry to ask for clarification in a report to make better voting decisions.

Point of Personal Privilege: A member may use point of personal privilege to address the physical comfort of the setting such as temperature or noise. Members may also use it to address the accuracy of published reports or the accuracy of a member’s conduct.

 

 

Robert’s Rules: Tips and Reminders for Chairpersons

Robert’s Rules of Order, which is also widely known as parliamentary procedure, was developed to ensure that meetings are fair, efficient, democratic and orderly. A skilled chairperson allows all members to voice their opinions in an orderly manner so that everyone in the meeting can hear and be heard. The following tips and reminders will help chairpersons to run a successful and productive meeting without being run over or running over others.

• Follow the agenda to keep the group moving toward its goals.
• Let the group do its own work; don’t over command.
• Control the flow of the meeting by recognizing members who ask to speak.
• Let all members speak once before allowing anyone to speak a second
• When discussions get off-track, gently guide the group back to the agenda.
• Model courtesy and respect and insist that others do the same.
• Help to develop the board’s skills in parliamentary procedure by properly using motions and points of order.
• Give each speaker your undivided attention.
• Keep an emotional pulse on the discussions.
• Allow a consensus to have the final authority of the group.

 

Robert’s Rules of Order Cheat Sheet

*A member may make a motion to reconsider something that was already disposed; however, the reconsidered motion may not be subsequently reconsidered. A motion to reconsider must be made during the same meeting and can extend to a meeting that lasts for more than one day.