Cambridge Minor Baseball Association - October 17 2024

General Operating By-Law 2024-1

A by-law relating generally to the conduct of the affairs of 

Cambridge Minor Baseball Association

(“the Corporation”)

Contents

WHEREAS the Corporation was incorporated as a non-share capital Corporation by letters patent dated November 8, 1983 under the Ontario Corporations Act as the Cambridge Minor Baseball Association; 

AND WHEREAS the Ontario Corporations Act was substituted with the Ontario Not-for-Profit Corporations Act (“ONCA) on October 19, 2021 and the Corporation desires to update its governing documents with respect to ONCA; 

AND WHEREAS it is also considered expedient to update the General Operating By-law and to repeal all other by-laws of the Corporation, if any; 

NOW THEREFORE the following general operating by-law designated as by-law 2024-1, is enacted as a by-law of Corporation as follows:

 

Article 1

DEFINITIONS AND INTERPRETATIONS

1.1  Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires: 

  1. Act” “Act” means the Ontario Not-for-Profit Corporations Act, 2010, S.O. 2010, c.15, including Regulations made pursuant to the Act, and any amendments, statutes or Regulations that may be substituted from time to time;
  2. AGM” shall mean an annual general meeting of the Members;
  3. “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement, dissolution or revival of the Corporation or letters patent, supplementary letters patent or a special act issued to the Corporation;
  4. “Board” means the Board of Directors of the Corporation, as set out in article 2
  5. “By-law” means this by-law (including the schedules to this by-law) and any other by-law of the Corporation as amended which are, from time to time, in force and effect;
  6. “Chair” means the chair of the Board and may also be referred to as the President
  7. “Corporation” means the Corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act, namely Cambridge Minor Baseball Association
  8. “Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called and shall include both Executive Directors and General Directors;
  9. “Executive Directors” shall have the meaning as defined in Section 2.5 
  10. Extraordinary Resolution” means a resolution that is:

(i) submitted to a special Meeting of 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 80% of the votes cast; or

(ii) consented to in writing by each Member of the Corporation entitled to vote at a Meeting of Members;

  1. “General Directors” shall have the meaning as defined in Section 2.5
  2. “ICBA” means the Inter-County Baseball Association, or any other such name as the Inter-County Baseball Association may, in the future, legally adopt
  3. “Member” means a person who has been admitted into Membership in the Corporation pursuant to the provisions of this by-law and whose Membership has not been terminated in accordance with the Act and this By-law;
  4. “Members” means the collective Membership of the Corporation
  5. “OBA” means the Ontario Baseball Association, or any other such name as the Ontario Baseball Association may, in the future, legally adopt
  6. “Officer” means an officer of the Corporation
  7. Ordinary Resolution” means a resolution that:

(i) is submitted to a Meeting of Members of the Corporation and passed at the meeting, with or without amendment, by at least a majority of the votes cast; or

(ii) is consented to in writing by each Member of the Corporation entitled to vote at a Meeting of Members of the Corporation;

  1. Policies” means written statements governing issues affecting the affairs of the

Corporation, which have been considered and approved by the Board of the Corporation;

  1. Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;
  2. Special Resolution” means a resolution that:

(i) is submitted to a special Meeting of 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) is consented to in writing by each Member of the Corporation entitled to vote at a Meeting of Members of the Corporation; and

  1.  “Term”, in reference to the election/re-election of Directors in Section 2.5, means that period of time commencing at the end of the meeting at which the individual was elected/re-elected until the close of the second Annual Meeting following the election/re-election.

 

1.2  Interpretation

In the interpretation of this By-law, words in the singular include the plural and vice versa, words in one gender include all genders, and “person” includes an individual, corporate body, partnership, trust and unincorporated organization. Other than as specified above, words and expressions defined in the Act have the same meanings when used in this By-law.

 

1.3  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. 

 

1.4  Affiliation

The Corporation shall have the following affiliations:

(a) The Corporation shall be a Member of Inter-County Baseball Association;

(b) The Corporation shall fall under the governing body of Ontario Baseball Association, and; 

(c) The Corporation shall operate in cooperation with the Parks, Recreation and Culture Department of the city of Cambridge.

 

1.5  Boundaries

The boundaries for participation in Representative baseball for the Corporation, are as registered with the Inter-County Baseball Association, from time to time.

 

1.6  Purpose

The legal purposes and objectives of the Corporation are set out in the letters patent dated November 8, 1983 as amended from time to time, and which only may be amended by Articles of Amendment.

 

Article 2

BOARD OF DIRECTORS

 

2.1 Action by the Board

The Board shall manage or supervise the management of the affairs of the Corporation.

The Directors oversee Cambridge Minor Baseball Association baseball business, baseball development, and baseball operations. 

 

2.2 Number of Directors

The Corporation shall not have less than three Directors at any time. Further to the Articles

which provide for a minimum and maximum number of Directors, the number of Directors to be elected at the annual Meeting of the Members shall be comprised of the fixed number of Directors within that range as determined from time to time by the Members by Special Resolution or, if a Special Resolution empowers the Directors to determine the number, by resolution of the Board. Any such Special Resolution of the Members empowering the Directors to determine the number of Directors remains in effect until revoked by the Members. A decrease in the number of Directors does not shorten the term of an incumbent Director.

 

2.3 Qualifications

To be eligible to serve as a director, an individual must always be an individual who:

  1. Desires to advance the purposes of the Corporation; 
  2. Conducts themselves in accordance with the Director’s Code of Conduct, if any, as adopted by the Board from time to time; 
  3. Consents to serve as an Officer of the Corporation, concurrent with their service as a Director; 
  4. Is a Member in good standing; 
  5. Is not less than 18 years of age; 
  6. has not been found under the Substitute Decisions Act, 1992, S.O. 1992, c. 30, or under the Mental Health Act, R.S.O. 1990, c. M.7, to be incapable of managing property and has not been found to be incapable by any court in Canada or elsewhere;
  7. Does not have the status of bankrupt; and
  8. Has satisfied all other requirements for being a Director under this By-law.

 

Prior to becoming a director, or within ten days of the meeting at which such a Director is

elected, the Director shall execute a consent to act in the form determined by the Board from time to time. 

 

2.4 Nomination Process

Nominations for Executive positions must be received by the Secretary, in writing, no later than twenty-one (21) days prior to the AGM.

 

Any Member of the Corporation may put forward a nomination. 

 

Interested Members in good standing may self-nominate. 

 

Nominees for Executive positions must have been a Member in good standing of the Board of Directors for the year prior to their nomination. 

Member, A Member cannot hold two Executive Director positions unless one or more of the Executive Director positions is a vacant position that the Member is fulfilling in an acting capacity until it can be filled by another Member. A Member currently holding an Executive Director position that is up for election may be re-elected for that position or another Executive Director position. 

 

Where there is more than one nominee for an Executive Director position, the position shall be elected by a majority vote of those Members eligible to vote who are present at the AGM and/or the relevant special meeting. 

 

Where there is only one nominee for an Executive Director position, that nominee may assume the position by acclamation. In the case that a Member entitled to vote expresses an objection to an acclamation at the AGM, a vote shall be held. For clarity a vote is not required unless there are two or more nominees for an open Executive position or an objection to an acclamation exists. 

 

If there are no nominations received for any one or more of the Executive Director positions prior to the AGM, nominations may be taken for those positions from the floor at the AGM. Such nominees must have been a Member in good standing of the Board for the year prior to their nomination. 

 

If no nominations are received from the floor at the AGM, that position is deemed vacant and may be filled by the Board by majority vote at a special meeting at any time during the fiscal year. 

 

The requirement to have been a Board Member in good standing for the 1 year prior to the nomination does not apply when the vacant position is filled at a special meeting after the AGM. 

 

Notwithstanding the foregoing, any nominee for President, whether nominated prior to, at, or after the AGM, must have prior experience on the Board 

 

2.5 Election

The Members elect the Directors at an Annual Meeting of the Members. 

 

At each Annual Meeting to elect Directors, the Members shall nominate and vote people to specific positions on the Board, such positions being:

(1) President

(2) Executive Vice President

(3) Vice President, House League Operations

(4) Vice President, Travel League Operations

(5) Secretary, and 

(6) Treasurer 

 

These are collectively referred to as the “Executive Directors”.

 

Executive Directors are elected on a rotational basis so half of the directors are elected and voted upon each year, with the individuals elected in Group A in even-numbered years and the individuals elected in Group B in odd-numbered years, provided that the Board may, by resolution amend the titles and number of positions in each group. 

 

  1. Group A directors holding the following offices, shall be elected in even-numbered years: 
    1. President
    2. Secretary
    3. Vice President, House League Operations
  2. Group B directors holding the following offices, shall be elected in odd-numbered years: 
    1. Executive Vice President
    2. Vice President, Travel League Operations
    3. Treasurer

 

Each executive Director shall be elected to hold office until the second annual Meeting of the Members after such Director is elected, at which time, each such Director shall retire as a Director, but, if qualified, shall be eligible for re-election

 

For an individual to be entitled to be elected as an Executive Director, such individual must have served as a General Director for 1 of the previous 2 terms, provided that if no such individuals are eligible, any person shall be entitled to be elected as an Executive Director. 

 

In addition to electing the Executives, the Members shall elect “General Directors”. 

 

The election shall be by ballot. 

 

If an election of Directors is not held at the proper time, the Directors shall remain in office until their successors are elected. 

 

Section 2.6 Re-Election

 

Retiring Directors shall be eligible for re-election in consecutive terms, provided the total number of consecutive terms in office shall not exceed four consecutive terms of two years in any one position, or 8 consecutive terms of one year in any one position. 

 

Thereafter, a Director is not eligible for re-election to that position until a period of eleven months has elapsed from the date of retirement of such Director.

 

Notwithstanding the foregoing or other provisions of the By-laws, where there is no individual willing to stand for a particular Board position or where the Board determines it to be in the best interest of the Corporation, the Board may extend the eligibility of a Director who has served the maximum number of consecutive terms and may recommend to the Members the election of such Director for an additional subsequent term. 

 

If there are no eligible candidates or no candidates who meet the criteria, then a Director may serve an additional term. 

 

2.7 Past President

The individual who last served as President prior to the current President, is ex-officio a Director (holding the office of Past President) on the Board provided they consent and meet the eligibility requirements for Directors as set out in these by-laws

 

2.8 Directors Ceasing to Hold Office

A director ceases to hold office when: 

  1. The Director dies;
  2. The Director resigns; 
  3. the Director no longer fulfills all of the qualifications to be a Director set out in the Act or this By-law, as determined in the sole discretion of the Board acting reasonably;
  4. In the case of the Past President, the Director no longer meets the criteria of Section 2.7; or
  5. the Director ceases to hold office in accordance with the Act.

 

2.9 Resignation of a Director

A Director may resign by written notice to the Corporation.

 

A Director who resigns will stop holding office when the Corporation receives the written notice or at the time specified in the notice, whichever is later.

 

A Director is deemed to have voluntarily resigned their position as a Director upon missing three consecutive Board meetings, provided such deemed resignation must be confirmed by ordinary resolution of the Board before taking effect. The Board may exercise its discretion in determining whether to confirm the deemed resignation. 

 

2.10 Vacancies

A vacancy occurring in the Board shall be filled as follows:

  1. by appointment of the Directors in office (so long as there is a quorum). The appointment shall be for the remainder of the term related to that vacancy or until the next Annual Meeting of the Members, whichever is first
  2. provided that if there is not a quorum of Directors, the remaining Directors shall call a meeting of the Members to fill the vacancy, and in default or if there are no Directors then in office, the meeting may be called by any Member; and

(c) otherwise, such vacancy shall be filled at the next annual meeting of the Members at which   Directors are elected.

 

2.11 Appointment of Additional Director

If, in between Meetings of Members, the Directors elect to increase the size of the Board, the Directors may appoint one or more additional Directors who shall hold office for a term expiring not later than the close of the next annual Meeting of Members, but the total number of Directors so appointed may not exceed one-third of the number of Directors elected at the previous annual Meeting of Members and must be in keeping with the Articles of Amendment.

 

2.12 Director’s Compensation

The Directors will fulfil their role as Director without remuneration. Directors will not directly or indirectly receive any profit from occupying the position of Director, provided that Directors’ may be paid reasonably for expenses incurred by them in the performance of their duties.

 

Subject to the Act, nothing herein contained shall be construed to preclude any Director from serving the Corporation as an officer or in any other capacity and receiving compensation therefore, provided not more than one-third of the Directors of a public benefit Corporation may be employees of the Corporation or of any of its affiliates.

 

2.13 Executive Committee

Whenever the Board is composed of more than five Directors, the Board shall establish an Executive Committee (which may be known as the “Management Committee”) of not less than five Directors. Unless otherwise determined by the Board, the Executive Committee shall be made up Executive Directors, namely, the Directors holding the following offices: President, Executive Vice President, Vice President Travel, Vice President House League, Secretary, and Treasurer. 

 

2.14 Other Committees

The Executive Directors will determine the composition and terms of reference for any committee of Directors. The Executive Directors may dissolve any committee by resolution at any time. 

 

The Board may establish such other committees as it may require from time to time, with such Members and on such terms as the Board shall determine. All committees whose Membership includes non-Directors shall be advisory only. All committees shall be responsible to the Board and shall be chaired by a Director or an individual approved by the Board.

 

2.15 Limits on Delegation of Board Powers.

The powers delegated by the Board to any Executive Committee or other Board Committee, must conform to any other regulations which may be imposed on the Executive Committee by the Act, By-laws or Board.

Pursuant to the Act, the Board may not delegate the following powers, including to an Executive Committee, or to any Senior employee or other committee:

  1. a) The decision to submit to the Members any question or matter requiring the approval of the Members.
  2. b) To fill a vacancy among the Directors or in the position of Auditor.
  3. c) To appoint additional Directors, if applicable.
  4. d) To issue debt obligations except as authorized by the Directors.
  5. e) To enter into contracts except as authorized by the Directors.
  6. f) To grant indemnities or to authorize the purchase of insurance.
  7. g) To approve any financial statements.
  8. h) To adopt, amend or repeal by-laws.
  9. i) To establish contributions to be made, or dues to be paid, by Members
  10. j) To accept individuals into Membership.

 

Article 3

BOARD MEETINGS

 

3.1 Calling of Meetings

The chair or any 2 other directors may call meeting of Directors at any time and any place on notice as required by the Notices section of this by-law

 

For the first meeting of the Board to be held following the election of Directors at a Meeting of Members, no notice of such meeting need be given for the meeting to be duly constituted, provided a quorum of the Directors is present. If no quorum of the Directors is present, then no less than five days’ notice of the first meeting of the Directors shall be given to each Director, stating the time and, if applicable, the place of the meeting.

 

3.2 Notice of Meetings

Notice of the time and place for the holding of a meeting of the Board will be given to every Director of the Corporation in the manner provided in the Notices Section of this Bylaw. 

 

Notice of the time, place, and date of the meeting must be given not less than 72 hours before the date that the meeting is set to be held. 

 

A meeting of the Board may be held at any time without notice if all the Directors are present (except where a Director is present for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been properly called) or if all the absent Directors have waived notice or otherwise provided express consent to the holding of such meeting.

 

All reasonable efforts shall be taken to provide an agenda for each Board meeting sufficiently in advance of the meeting to enable the Directors to properly prepare for the meeting.

 

3.3 Provision of Notice

Notice must be given according to requirements set out in the Notices Section of this Bylaw or if at a meeting of the Board, the Directors agree to a place and time for the next meeting, notice shall be deemed to have been given to all Directors present at said meeting where the place and time were agreed.

 

3.4 Regular Meetings

The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any regular meeting.

 

3.5 Meetings or Participation in Meetings by Telephonic or Electronic Means

The President, or the Directors who call a meeting of the Board may determine that the meeting shall be held, in accordance with the Articles and By-laws, in person, or by telephonic or electronic means, that permits all participants to communicate with each other simultaneously and instantaneously. A person who, through telephonic or electronic means, as confirmed by visual or audible representation of the person, attends a meeting of directors is deemed to have been present in person at the meeting.

 

3.6 Quorum

Subject to the Act, a quorum for the transaction of business at any meeting of the Board shall be a majority of the number of Directors fixed in accordance with Section 2.2 of this By-law.

Notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of the Board.

 

3.7 Chair

The President shall chair the Board meetings. If the President is absent, the Executive Vice President will act as the chair. If the Executive Vice President is absent, then the Secretary shall act as the chair. 

 

3.8 Voting at a Board Meeting

Each Director, including the Chair, has one vote. Questions arising at any Board Meeting will be decided by a majority of votes unless otherwise required by the Act.

 

3.9 Casting Vote

In the case of an equality of votes at a meeting of the Board, the chair of the meeting shall not be entitled to a second vote, or casting vote. Their initial vote shall be their only vote.

 

3.10 Procedure

The chair of the meeting shall conduct all meetings of the Board in an orderly manner. When the chair determines that the need has arisen to do so, debate and questions as to proper order shall follow the current edition of Robert's Rules of Order. Notwithstanding the foregoing, where the meeting or decisions made at such meeting did not follow Robert’s Rules of Order without challenge made at such meeting, this shall not invalidate the meeting or the decisions made at such meeting.

 

3.11 Adjournment of Meetings

Notice of a meeting that continues an adjourned meeting of Directors is not required to be given if all the following are announced at the time of an adjournment:

(a) The time of the continued meeting;

(b) If applicable, the place of the continued meeting; and

(c) If applicable, instructions for attending and participating in the continued 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.

 

3.12 Confidentiality

Every Director, officer, committee Member, employee and volunteer, shall respect the confidentiality of matters brought before the Board or before any committee of the Board.

 

Employees and volunteers shall also keep confidential matters that come to their attention as part of their employment or volunteer activities. If requested by the Corporation, each Director, officer, committee Member, employee and volunteer shall execute and be bound by the Corporation’s code of conduct, of any, or such other agreement as the Corporation may provide to this effect.

 

3.13 Conflict of Interest

Every Director and officer shall disclose to the Corporation the nature and extent of any interest that the Director or officer has in a material contract or material transaction, whether made or proposed, with the Corporation, in accordance with the manner and timing provided in s. 41 of the Act, and in accordance with any code or policy of the Board then in effect, passed in accordance with Section 12.3.

 

Subject to and in accordance with the Act, a Director or officer who discloses a conflict of interest shall not be present at or participate in any discussions relating to the relevant contract or transaction, and shall not vote on any matters related to the relevant contract or transaction. If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a Director is not permitted to be present at the meeting by reason of that Director’s conflict of interest, the remaining Directors are deemed to constitute a quorum for the purposes of voting on the resolution.

 

Article 4

APPOINTMENT OF OFFICERS

 

4.1 Officer Categories

The Corporation shall have 2 categories of Officers:

 

  1. Executive Officers are directors who are elected to their office by the Members at the same time they are elected as a Director. Unless otherwise determined by the Board, the Executive Officers also serve on the Executive Committee. The Executive Officer positions are: 
  1. President
  2. Executive Vice President
  3. Vice President, Travel Operations
  4. Vice President, House League Operations
  5. Secretary
  6. Treasurer

 

  1. General Directors are directors who are voted by the Members to hold office as a Director of the Corporation. Once elected as a General Director, each director will be appointed to an office. The appointed officer positions that are held by General Directors are as follows:
  1. Director, Junior House League
  2. Director, Senior House League
  3. Director, Select
  4. Director, Coach Development
  5. Director, Marketing
  6. Director, Sponsorships & Fundraising
  7. Director, Awards & Special Events
  8. Equipment Manager
  9. Umpire Assignor
  10. Umpire-in-Chief
  11. Registrar
  12. Webmaster
  13. Director, Tournaments
  14. Director, Fields
  15. Cubs Den Manager
  16. General Directors at Large

 

The Board shall appoint to each of the positions listed in section 4.1 B one of the newly elected Directors at it’s first meeting following the Annual Meeting of the Members. 

 

The Board may appoint such other officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time. 

 

An appointed officer is not eligible to vote at meetings of the Board unless they are also a Director.

 

4.2 Term of Directors

The term of an Executive Director/Officer is outlined in section 2.5 of these by-laws. 

 

All other General Directors appointed to an office are held for the term of one year. 

 

4.3 Holding Office

The same person may hold two or more offices of the Corporation, only if an office has a vacancy which is required to be filled. 

 

4.4 Past President

The individual who last served in the office of President prior to the current President, holds ex-officio the office of Past-President, provided they consent to serving in the office. 

 

Pursuant to Section 2.7 the Past-President is also ex-officio a Director.

(a) Term of Past-President

The Past-President shall hold office so long as they qualify for the position, or until the earlier of:

(i) the officer’s resignation; or

(ii) such officer’s death. 

 

4.7 Description of Offices

Subject to the Act, the Board shall maintain and specify a policy outlining the duties and powers associated with each officer position

 

4.8 Variation of Duties

The Board may, from time to time, subject to the Act, vary, add, or limit the powers and duties of it’s officers

 

4.9 Removal of Officers

The Board may remove an Officer by Resolution. They may not remove a Director. 

 

The reasons for which an Officer may be removed if in the sole opinion of the Board:

  1. such officer is not fulfilling their duties and responsibilities; 
  2. they are in violation of the Corporation’s by-laws; or
  3. they are in violation of the Code of Conduct of the Corporation, the ICBA, or OBA

 

Officers may be removed by resolution of the Board 

 

4.10 Renumeration of Officers

The Board shall be entitled to, in its sole discretion, to provide honorariums to Officers for work performed

 

Article 5

MEMBERSHIP

 

5.1 Classes of Membership

Membership in the Corporation shall consist of 1 class of members.

 

5.2 Membership Terms, Rights, and Restrictions

Include:

  1. Each Member shall be entitled to receive notice of, to attend, and vote at all meetings of the Members of the Corporation where each Member is entitled to one (1) vote at such meetings;

 

5.3 Membership

Membership in the Corporation shall consist of 1 class with each Member being entitled to one vote at a Members Meeting. 

Provided that all other conditions herein are met, Membership in the Corporation shall be conferred ex officio to: 

  1. The Board of Directors
  2. A member of a committee of the Board of Directors of a Sub-Committee
  3. Officers
  4. Two Coaches per travel team and house league team for the current season

 

The Board of Directors shall be entitled to grant internal designations of members, but such internal designations shall not confer additional rights and do not create any additional classes of Memberships but shall be solely for the purpose of honouring achievements or commitments of individual members. 

 

Such internal designations shall be: 

  1. Honorary Members: Honorary Member status may be conferred by the Board for outstanding continuous and meritorious service to Corporation for a minimum of 8 years
  2. Lifetime Members: Lifetime Member status may be conferred by the Board for individual members who have previously been designated as an Honorary Member and have devoted fifteen years or more of faithful service to the Corporation

 

In the event that more than 2 coaches per team wish to attend the AGM, the voting coaches shall consist of the head coach (if attending) and one (or two if the head coach is not attending) assistant coach(es) as determined by the head coach or consensus of those coaches wishing to attend.

 

5.4 Admission Procedures

 

The Board may develop membership admission policy to address the admission process, forms, procedures, and specific definition for each of the criteria for admittance to membership in the Corporation. 

 

The Board shall ensue that a current list of Members is maintained.  

 

5.5 Membership Authority 

The members of the Corporation will have the following powers:

  1. To appoint the Auditor (as required)
  2. To amend the By-laws
  3. To elect Directors; and
  4. As otherwise provided in the Act and in these By-laws

 

5.6 Term of Membership

The Membership of Members outlined in section 5.3 shall be for so long as the individual holds such office or continues to coach.

 

The Membership of a Member shall be for up to one year and one day, commencing immediately following the AGM and ceasing 1 day after the following AGM

 

Membership would be subject to renewal in accordance with the policies of the Corporation. 

 

Membership will automatically terminate if the Member resigns or is no longer considered in good standing with the Association or if the Membership is ended according to the Act.

 

5.7 Transfer of Membership

Membership in the Corporation is not transferable.

 

5.8 Membership Dues

At the Board’s discretion, the Board may require Members to pay annual Membership dues and may determine the manner in which the dues are to be paid, and the Board may set different rates for Members based on relevant criteria stablished by the Board from time to time.

 

Members shall be notified in writing of the Membership dues, if any, at any time payable by them and, if any are not paid within thirty days after the due date set out in the notice, the Member’s Membership shall thereupon automatically be suspended. and, if any are not paid within ninety days after the due date set out in the notice, the Member’s Membership shall thereupon automatically expire.

 

5.9 Good Standing

All Members are deemed to be in good standing if the Member:

  1. has not been suspended or expelled from membership or had any other membership restrictions or sanctions imposed;
  2. has completed and remitted all documents required by the Corporation; 
  3. has complied with the By-laws, policies, and rules of the Corporation; 
  4. has paid all required membership dues

 

A Member is deemed not to be in Good Standing if:

(a) a Member whose Membership has been suspended for failure to pay the annual Membership dues, if any, when due and owing pursuant to and such Member is not in good standing for so long as the dues remain unpaid; or

(b) a Member who has been suspended or declared otherwise not to be in good standing pursuant to a disciplinary proceeding 

 

A Member not in good standing is not entitled to exercise the rights of a Member under the Act or By-laws, including to call or vote at a Meeting of Members, to submit proposals, to nominate individuals or to hold office in the Corporation.

 

5.10 Termination of Membership

 

A Membership in the Corporation is terminated when:

(a) the Member dies or resigns;

(b) in the case of a Member under Section 5.3, the individual ceases to be a Director or Officer;

(c) in the case of a Member, the Member fails to pay Membership dues payable by them, if any, as set out in Section 5.7;

(d) in the case of a Member under Section 5.5, the Member’s term of Membership expires;

(e) the Corporation is liquidated and dissolved under the Act.

 

Subject to the Act and the Articles, upon any termination of Membership, the rights of the Member, including any rights in the property of the Corporation, automatically cease to exist, but shall not be deemed to discharge any financial obligation of the Member to the Corporation accrued prior to the date of such termination.

 

5.11 Discipline of Membership

The Board may pass a resolution authorizing disciplinary action or the termination of Membership for: violating our Code of Conduct, the Code of Conduct of the Inter County Baseball Association, the Code of Conduct of Ontario Baseball Association, or other policies, violating our bylaws and any other reasons calling for discipline in the discretion of the Board. 

 

The discipliners must provide 10 days’ written notice to a Member before passing the above-mentioned resolution authorizing disciplinary action, suspension, or the termination of Membership. 

 

The notice will set out the reasons for the disciplinary action, suspension, or termination of Membership. 

 

The Member receiving the notice is entitled to give the discipliners an oral and a written submission addressing the disciplinary action or termination not less than 3 days before the end of the 10-day period. The Board shall consider the submission of the Member before making a final decision regarding disciplinary action or termination of Membership.

 

If a submission is received, the Board shall consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further 5 days from the receipt of the submissions.

 

Subject to the Act, the Board’s decision shall be final and binding on the Member, without any further right of appeal.

 

Article 6

MEETING OF MEMBERS

 

6.1 Place of Meeting

The Annual or other such meeting of the Members will take place within the City of Cambridge, within Ontario at such a place as determined by the Board. 

 

6.2 Agenda for the Annual Meeting of the Members

The business at the Annual Meeting of the Members shall be as follows:

  1. Approval of the Agenda for the AGM
  2. Approval of the Minutes from the previous AGM and any special meetings;
  3. Approval of the Financial Statements from the previous year (as applicable)
  4. Review and approval of the report from the auditor or the person appointed to review the non-profit finances, as required by law;
  5. Reappointment of the auditor or appointment of a new public accountant to do an audit or review engagement as required by law; 
  6. Presentation of Awards;
  7. Secretary’s Annual Report;
  8. Treasurer’s financial Report; 
  9. President’s Address;
  10. Reading and consideration of Official Correspondence; 
  11. Consideration of constitutional amendments; 
  12. Election of Directors;
  13. Dissolution of the existing Board; 
  14. Appointment of new General directors;
  15. Any new or special business that was included in the notice of the meeting
  16. Adjournment

 

Voting Members have a right to submit proposals to be added to the agenda for the Annual Meeting of the Members. The proposal must be provided to the Board prior to the giving of advance notice of the Annual Meeting of the Members in accordance with the Act, so that such items of new business can be included in the Notice of the Annual Meeting of the Members. 

 

6.3 Access to Financial Documents

Any Member, upon request, shall be provided with, not less than 21 days or other number of days as prescribed by regulations, before the annual meeting, with a copy of the approved financial statements, auditor’s report, or review engagement report and other financial information required by the by-laws or articles

 

6.4 Notice of Member’s Meetings

Subject to the Act, not less than 10 and not more than 50 days prior to the Meeting written notice of any annual or Special Members’ Meeting must be given in the manner specified in the Act and the Notices Section of this Bylaw to each Member and to the auditor or person appointed to conduct a review engagement.

 

Notice of any meeting where special business will be transacted must contain enough information to permit the Members to form a reasoned judgement on the decision to be taken. 

 

6.5 Special Members’ Meeting

The President or any two executives may call a Special Members meeting. 

 

The Board must also convene a Special Member’s Meeting on the request of not less than 20% of the 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 21 days from the request.

 

6.6 Meetings by Telephone or Electronic Means

At the sole discretion of the Board and subject to the Articles and By-laws, a Meeting of Members may be held entirely by in person or by telephonic or electronic. Such meeting must enable all persons entitled to attend to reasonably participate. A person who, through electronic or telephonic means, votes or attends at a meeting of Members as confirmed visually or audibly, is deemed to have been present in person at the meeting.

Any person participating in a Meeting of Members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic or electronic means that the Corporation has made available for that purpose.

 

6.7 Quorum

A quorum for the transaction of business at a Members’ Meeting is 10% Members entitled to vote at the meeting.

 

If a quorum is present at the opening of the Meeting of the Members, and is lost part-way through the meeting, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the entirety of the meeting

 

If there is no quorum within thirty minutes of the time fixed for the meeting to begin, the President may extend the time fixed for the meeting to begin or declare that there can be no meeting on that occasion.

 

If a quorum is not present at the opening of a Meeting of the Members, the Members present may adjourn the meeting to a fixed time and place but may not transact any other business;

 

Notice of an adjourned meeting is required to be given in accordance with this by-law

 

6.8 Chair 

The Secretary shall be the chair of any Meeting of the Members.

 

In the Secretary’s absence, the President shall act as the chair. 

 

In the absence of both the Secretary and the President, the Executive Vice President shall act as the chair. 

 

In the absence of the secretary, President, and Executive Vice President, then the Members present at any Members Meeting will chose another Director to act as Chair. 

 

If no Director is present, or if all of the Directors present decline to act as chair, the Members present will choose a Member present to chair the meeting

 

6.9 Voting

Each voting Member will be entitled to one vote at any Member’s Meeting. 

 

At any Meeting of Members every question shall, unless otherwise required by the Articles or any By-law or by the Act, be determined by a majority of the votes cast on the question. A poll may be conducted by show of hands, or by other visual, auditory, or electronic signs given by the Directors, as determined by the chair of the meeting.

 

In the case of an equality of votes, the chair of the meeting shall be entitled to a casting vote, provided the chair did not already vote on the question.

 

Before or after a poll vote has been taken upon any question, the chair may require, or any

Member present and entitled to vote may demand, a ballot. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot be so required or demanded, a declaration by the chair that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the question. The result of the vote so taken and declared shall be the decision of the Corporation on the question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.

 

If there is a tie vote, and the chair of the meeting has cast their vote, then the Chair of the meeting will call for a vote by written ballot. If the vote is still tied, the motion does not pass. 

 

Should someone choose to abstain from a vote, it will not be considered a vote cast. 

 

6.10 Scrutineers

Anytime there is a vote by show of hands or by written ballot, the Chair of the Meeting shall call for 2 scrutineers who will make a declaration into the minutes that the resolution has been carried or lost. 

 

An entry to this effect into the minutes of the Meeting shall act as conclusive evidence of this fact. 

 

6.11 Proxy Votes

If a Member is unavailable to attend or participate in a Member’s Meeting, they will not be entitled to vote by proxy. 

 

6.12 Eligibility to Attend Members Meetings

The only person’s eligible to attend Members Meetings are:

  1. The Members
  2. The Directors
  3. The Auditor of the Corporation or person appointed to conduct a review engagement
  4. Any other who are entitled or required to attend under any provision of the Act to be present
  5. Any other person may be admitted only if the Chair of the Meeting invites them, or the majority of the Members present consent to them being there 
  6. Any players of a team within the Corporation who has obtained the age of 18 years or older, or parents of players of a team within the Corporation who have not obtained the age of 18 years.

 

Article 7

NOTICE

 

7.1 Content of Notice

Any notice required to be sent to any Member or Director must include the time and place for the meeting. 

 

The Notice must provide the nature of the business in sufficient detail to permit a Member to form a reasoned judgement on the business, state the text of any special resolution to be submitted to the meeting. 

 

7.2 Form of Notice

Any notice to be sent to any Member or Director shall be delivered by:

  1. Email
  2. Other electronic means as determined by the Board

 

7.3 Delivery of Notice

Notices mentioned above will be sent to any such Member or Director at their latest address or email address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the Board.

 

7.4 Waiving Notice

Notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled to the notice

 

7.5 Record Date

If the record date for a Member is registered less than 50 days prior to any business being conducted in which notice is required to be served, notice will not be required to be served on such Member

 

7.6 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.

 

Article 8

FINANCES & SIGNING AUTHORITY

 

8.1 Fiscal Year 

The financial year of the Corporation ends on September 30 in each year or on such other date as the Board may from time to time by resolution determine. 

 

8.2 Signing Authority

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by the Treasurer and one of any other Executive Directors. 

 

In addition, the Board may from time to time decide who will execute a particular document or type of document and how it will be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, Bylaw or other document of the Corporation to be a true copy thereof.

 

8.3 Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or Corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution.

 

The banking business or any part of it shall be transacted by any two of the President, Executive Vice President, Vice President Travel, Vice President House League, Secretary, and Treasurer and such other person or persons as the Board may by resolution from time to time designate, direct or authorize.

 

Article 9

ADOPTION AND AMENDMENT OF BY-LAWS

 

Members may from time to time amend this Bylaw with 51% of the votes cast at a Members’ Meeting. 

 

The Board may from time to time in accordance with the Act pass or amend this Bylaw. 

 

The Board must submit any Bylaws it passes or changes it makes to existing Bylaws to the Members at the next Members’ Meeting. The Members may confirm, reject or amend the new Bylaw or Bylaw changes.

The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of the remaining provisions of this Bylaw. 

 

If any of the provisions contained in the Bylaws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act will prevail.