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CONSTITUTION & BYLAWS OF THE PORT PERRY MINOR HOCKEY CORPORATION |
As revised & Amended at the Annual General Meeting on April 22, 2007
The name of this organization shall be the “Port Perry Minor Hockey Corporation.” This organization is formed under the constitution, rules and jurisdiction of the Ontario Minor Hockey Association. The organization shall also be governed by the constitution and rules of the Ontario Women’s Hockey Association. 1. The objects of this Corporation shall be:
BY-LAW NO. 1 A by-law relating generally to the transaction of business and affairs of PORT PERRY MINOR HOCKEY CORPORATION. BE IT ENACTED as a by-law of the Corporation as follows: HEAD OFFICE1. The Head Office of the Corporation shall be in the Township of Scugog, Regional Municipality of Durham and Province of Ontario. SEAL2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation. BOARD OF DIRECTORS3. The affairs of the Corporation shall be managed by a Board of fifteen (15) Directors, including Past President, each of whom at the time of his/her election or within 10 days thereafter and throughout his/her tem of office shall be a member of the Corporation. Each Director of the Corporation must be at least eighteen (18) year of age. QUORUM AND MEETINGS, BOARD OF DIRECTORS4. A majority of the Directors shall form a quorum for the transaction of business at any meeting of the Directors. Except as otherwise required by law, the Board of Directors may hold it’s meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors meetings may be formally called by the President or on the direction of three Directors. The Secretary-Treasurer by direction of the President, shall duly notify each Director of the time and place of all meetings called. Notice of such meetings shall be delivered or telephoned to each Director not less than one day before the meeting is to take place or shall be mailed or emailed to each Director not less than two days before the meeting is to take place. The date, time and place of the Annual General Public Meeting shall be designated by the Directors and the notice of same shall be posted on the Corporation website three weeks prior to holding such meeting. The President of the Corporation shall preside at all meetings of the Corporation and the Officers and Committees shall have such privileges as hereinafter designated. ELECTION, TERM AND VACANCIES OF DIRECTORS5. Each Director, except the Director, Auxiliary, shall be elected to hold office until the first Annual Meeting after he/she shall have been elected or until a successor has been duly elected. The whole Board shall be retired at each Annual Meeting and said election shall be by a show of hands unless any member present requires a ballot to be taken. The members of the Corporation may, by Resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his/her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his/her stead for the remainder of his/her term. All persons nominated or voting for any position on the Board of Directors must be a full time resident of Scugog Township and/or OMHA designated area for said Corporation. Any persons eligible for a position on the Board of Directors may be nominated and elected in person or by proxy, providing such signed proxy is received by the Secretary-Treasurer prior to the Annual General Meeting. Vacancies on the Board of Directors, however caused, may, so long as a majority of Directors remain in office, be filled by the Directors if they see fit, otherwise such vacancy shall be filled at the next Annual General Meeting of the members. If there is not a quorum of Directors remaining, the Directors shall forthwith call a meeting of the members to fill the vacancies. The Director, Auxiliary, shall be a Director ex-officio elected by the Auxiliary and shall be in charge of the Auxiliary. The Director, Auxiliary is not required to be a Director of the Corporation. ERRORS IN NOTICE6. No error or omission in giving notice for a meeting of Directors shall invalidate such meeting or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat. VOTING, BOARD OF DIRECTORS7. Questions arising at any meeting of Directors shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote. All votes at such meeting shall be taken by a show of hands unless any Director present requires a ballot be taken. A declaration by the Chairman that a resolution has been carried and an entry to that effect has been made in the minutes, the entry shall be admissible as prima facie proof of the fact. Where a decision needs to be made and the President or Officer of the Board determines an in person meeting is not feasible, a vote using electronic mail systems may be used. All votes must be recorded as reply all, ensuring all participants’ votes can be viewed by the Executive members. All electronic responses will be maintained by the Secretary-Treasurer and the results and decision of the vote will be recorded in the minutes of the next scheduled meeting of the Board of Directors. In the absence of the President, his/her duties may be performed by the Vice-President, Operations; Vice-President, Development; or such other Directors as the Board may from time to time appoint for this purpose. POWERS8. The Directors of the Corporation may administer the affairs of the Corporation in all things and make for the Corporation in its name, any kind of contract which the Corporation is authorized to do by its charter. The Directors of the Corporation shall have the power to suspend or discipline any coach, manager, player, trainer, referee or other official under the Corporation’s jurisdiction. REMUNERATION OF DIRECTORS9. The Directors shall receive no remuneration for acting as such, provided that they shall be entitled to reimbursement of expenses properly incurred on behalf of the Corporation. OFFICERS OF THE CORPORATION10. The Corporation shall have a President, Immediate Past President, Vice-President Operations, Vice-President Development, Secretary-Treasurer and active Life Members. The duties of Secretary-Treasurer may be separated to create two Officer positions if there are sufficient nominations and the members elect to fill the position as two Officers. QUALIFICATIONS AND ELECTIONS OF OFFICERS11. Officers of the Corporation, except the Immediate Past President and Life Members, shall be elected by current membbers of the Corporation at the Annual General Meeting. Elections shall be by simple majority vote of eligible members present at the meeting. Officers of the Corporation shall hold office for a period of one year. Any person nominated for Officer of the Corporation must be a full time resident of the Township of Scugog and/or OMHA designated area and shall have served a minimum of one year as a Director of the Corporation. If any Officer’s position is not filled at the Annual General Meeting, the Directors may fill the position as they see fit.
DUTIES OF PRESIDENT AND VICE-PRESIDENT12. The President shall, when present, preside at all meetings of the members of the Corporation and of the Board of Directors. The President shall also be charged with the general management and supervision of the affairs of the Corporation. The President, together with the Secretary-Treasurer, shall sign all by-laws and membership certificates. The Vice-President Operations shall be responsible to oversee all matters pertaining to the day to day operation of the Corporation, including House Leagues, OMHA and OWHA liaison, ice scheduling, officials scheduling, equipment, publicity and tournaments. The Vice-President Development shall be responsible to oversee all matters pertaining to the development of hockey skills within the Corporation, including players, coaches and officials. DUTIES OF SECRETARY-TREASURER13. The Secretary-Treasurer shall keep an accurate record of the proceedings of the Corporation and shall take the minutes of all meetings, handle all correspondence and conduct such other business as is necessary for the welfare of the Corporation. The Secretary-Treasurer shall give all notices required to be given to members and to Directors. The Secretary-Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the Board of Directors. The Secretary-Treasurer shall pay all accounts by cheque signed by him/herself and countersigned by the President or his/her delegate with the exception of the Secretary-Treasurer’s usual expenses which are covered by petty cash plus any authorized bills totaling less than $25.00. The Secretary-Treasurer shall present a financial statement to the members of the Corporation at each Annual General Meeting. The Secretary-Treasurer shall be responsible to oversee all matters pertaining to finance, including gate admissions and revenue. Where the Secretary-Treasurer duties are separated between two Officers the duties of each will be designated throughout this document by bold underlined text distinguishing responsibility for the specified duty. DUTIES OF IMMEDIATE PAST PRESIDENT14. The Immediate Past President shall be custodian of all trophies, plaques and crests, with the exception of tournament awards, which shall be the responsibility of the tournament chairman. He/she shall be responsible for arrangements regarding purchasing, presentations, donor contact, selection of recipient, maintenance and updating of name plates and the return of the Corporation’s trophies. CHAIRMANSHIPS OF COMMITTEES15. Directors shall assume the chairmanship of committees as required. The committees will be listed in the Policy and Procedures Manual. FREE ADMISSIONS16. All Directors of the Corporation shall be admitted to all hockey games of the Corporation free of charge. MANAGERS AND COACHES17. All Managers and Coaching Staffs shall be appointed annually by the Board of Directors to serve for one season. EXECUTION OF DOCUMENTS18. Deeds, transfers, licences, contracts and engagements on behalf of the Corporation shall be signed by the President, Vice-President Operations, or Vice-President Development, together with the Secretary-Treasurer, and the Secretary-Treasurer shall affix the seal of the Corporation to such instruments as require same. Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the President, Vice-President Operations, Vice-President Development, Secretary-Treasurer or by a person authorized by the Board. Notwithstanding any provision to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time by resolution, direct the manner in which, and the person or persons by whom any particular instrument, contract or obligation of the Corporation may or shall be executed. BOOKS AND RECORDS19. The Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by an applicable statute or law are regularly and properly kept. CLASSES OF MEMBERSHIP20. There shall be four classes of memberships:
REGISTRATION21. The Board of Directors shall determine the registration fees and the age restrictions for each category of players on an annual basis. No player shall participate in any activity of the Corporation until duly registered with the Corporation. Players suspended for disciplinary reasons have no right to a refund in whole or in part of their registration fee. Any player unable to participate in the Corporation’s hockey program for reasons other than disciplinary suspension shall be eligible for a refund of his/her registration fee in an amount as determined by the Board of Directors. ANNUAL AND OTHER MEETINGS OF MEMBERS22. The Annual or any other General Meeting of the members shall be held at such place within the Township of Scugog, Regional Municipality of Durham as the Board of Directors may determine and on such day as the said Directors shall appoint. Notice of the Annual Meeting shall be posted on the Corporation website three (3) weeks before said meeting. At every Annual Meeting, in addition to any other general business that may be transacted, the report of the Directors, the financial statements and the report of the auditors may be presented and a Board of Directors shall be elected and an auditor appointed for the ensuing year. The members may consider and transact any business, either special or general, which may be presented however the President of the Corporation has the authority to refuse discussion on any items not on the agenda. Any member wishing to raise discussion under general business must have same placed on the agenda prior to the meeting by contacting the President. The President has the power to call a general meeting of the members at any time. The meetings may be called at the discretion of the President however the President is obligated to call a meeting on the direction of at least three members of the Board of Directors. The President shall preside at all meetings of the members and in his/her absence, the Vice-President Operations or the Vice-President Development shall perform the duties of the President. Any motions, amendments or discussion items that require a vote at the Annual General Meeting, or a Special Meeting of the Corporation will require a two-thirds majority vote on any resolution, from the eligible membership in attendance. Any proxies submitted will also be taken into account for the final outcome of the vote. ERROR OR OMISSION IN NOTICE23. No error or omission in giving notice of any Annual or General Meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceeding taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings thereat. ADJOURNMENTS24. Any meetings of the corporation or of the Directors may be adjourned at any time and from time to time and such business may be transacted at the original meeting from which such adjournment took place. No notice shall be required for any such adjournment. FINANCIAL YEAR END25. Unless otherwise ordered by the Board of Directors, the fiscal year end of the Corporation shall terminate on the 30th day of April in each year. CHEQUES, ETC.26. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness in the name of the Corporation shall be signed by the President or his/her delegate and the Secretary-Treasurer. USE OF CORPORATION’S FUNDS27. All financial arrangements with a sponsor of a team of the Corporation are the responsibility of the Revenue Chairman. Individual teams shall not fund raise without the explicit consent of the Board of Directors. Delegates of the Corporation to the Ontario Minor Hockey Association Annual Convention shall have only their meal tickets supplied by the Corporation. The Corporation’s funds may be used as determined by the Board of Directors to purchase gifts or plaques, etc., to honour teams winning an OMHA or OWHA Championship. Said funds may also be used to purchase a banner for OMHA or OWHA finalists. EQUIPMENT28. No player shall be allowed on the ice without proper protective equipment as per OMHA rules. No person has the right to purchase equipment purporting to represent the Corporation without the explicit consent of the Equipment Chairman, with the exception of emergency equipment which must be substantiated by a bill signed by the purchaser and said bill shall be turned over to the Equipment Chairman together with an explanation of the necessity to purchase the equipment. The commitment of the Corporation to supply equipment shall be limited to Team Sweaters, goal sticks and major goal equipment. Major goal equipment is defined as leg pads, chest protector, blocker and catching mitt. All other equipment is the responsibility of the players. The Corporation may supply any amount of additional equipment it deems advisable. All equipment purchased for or on behalf of the Corporation shall become the Corporation’s property for use as it sees fit. Players supplied with equipment for their use for part of or all of any season shall be responsible for its reasonable care and shall, upon demand, return same to the Corporation. HOUSE LEAGUES29. (a) House League players in attendance and properly dressed for a game shall be given equal ice time regardless of ability with the exception of the last five (5) minutes of any playoff game, when the coach may substitute players on the ice at his/her discretion. (b) The three minute buzzer system may be used for all Novice and Atom games, including playoffs. 30. House League players may be transferred from one team to another for the purpose of balancing teams for competition at the discretion of the Vice-President Operations and Convenors involved. 31. House League players may be moved one age category above or below their recognized age grouping at the discretion of the Vice-President Operations and Convenors involved. REPRESENTATIVE AND ADDITIONAL ENTRY TEAMS32. The Corporation will release a player to play for an OMHA team. A written application from the manager of the team for whom the player wishes to play and a written application from the player and parent/guardian must be submitted to the Board of Directors. Following receipt of said applications, the Corporation will grant an out-right release to Juvenile age players and a minor waiver to age groups below Juvenile. 33. No person shall have the right to assemble a group of players with the premise of selecting a hockey team purporting to represent the Corporation without first being confirmed by the Board of Directors as a duly elected or appointed Manager or Coach of the Corporation. 33. No Coach or Manager shall purport to select a hockey team prior to the home ice being available and every registered eligible player having been advised of the time and their right to attend for a tryout. 34. Ontario Minor Hockey Association Rules and Regulations will apply to the signing of players in any age group who are willing and capable of playing Representative and Additional Entry hockey. The players must dress and play on a regular basis with every player receiving approximate equal ice time. Players shall play on a regular basis for the team in their age group. A player may play one age group higher at the discretion of the Board of Directors in the following exceptional cases: (a) there is no registered team in the player’s age group; Due to sickness, injury, suspensions or other uncontrollable circumstances, any team has the authority to draw any temporary replacements required from its affiliated (as per OMHA definition) team upon the approval of the player, the parent/guardian, and the affected team’s coaching staff. 35. Coaches and Managers – Representative and Additional Entry team Coaches and Managers should not, as a general practice, move to higher age group teams on a consecutive or alternate yearly basis unless deemed advisable by the Board of Directors. AMENDMENTS36. Any changes or amendments to the by-laws of the Corporation may be made only at the Annual General Public Meeting by a two-thirds majority vote of those present. Notice of proposed changes or amendments must be made by registered mail or in person to the Secretary-Treasurer, who shall notify all members of the Board of Directors of the proposed amendments. Any amendments placed before the Annual Meeting must be voted upon and may not be withdrawn from the meeting, provided however, that such amendments meet with the approval of OMHA, OWHA, CHA and OHA rules. The Board of Directors may enact rules and regulations of competition to govern the day to day operating policies of the Corporation. These rules and regulations will be recorded in a Policies and Procedures Manual. Any clause in the rules and regulations of competition may be clarified and defined at any time by a majority vote of a quorum of the Board of Directors. A quorum is at least 50% of the Directors of the Corporation. Passed by the Board of Directors and sealed with the Corporate seal this 20th day of May, 1989.
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