Corporation Bylaws (Ajax Pickering AAA Hockey Inc.)

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AJAX PICKERING RAIDERS HOCKEY LTD

 

BY-LAW #1

 

            Be it enacted as a by-law of the Ajax Pickering Raiders Hockey LTD:

 

ARTICLE ONE                                    DEFINITIONS

 

In this by-law, unless the context otherwise requires:

 

“Act” means the Canada Not-For-Profit Corporations Act

 

“AGM” means the Annual General Meeting

 

“AMHA” means the Ajax Minor Hockey Association

 

“APRH” means Ajax-Pickering Raiders Hockey Incorporated

 

“DWGHA” means the Durham West Girls Hockey Association

 

“Meeting of the Members” means the AGM or a special meeting of the Classes of Members set out in Article Five

 

“misconduct” means conduct that is improper or unlawful that is attributable to neglect, carelessness, willful default or fraud.

 

“OHF” means the Ontario Hockey Federation

 

“OMHA” means the Ontario Minor Hockey Association

 

“PHA” means the Pickering Hockey Association

 

“Registered Player” means a player who has accepted a position with an APRH team by signing, along with a parent or guardian, a letter of acceptance.

 

 

 

 

ARTICLE TWO                                   OBJECTIVES

 

2.1)  The objective of APRH is to maintain and further advance a AAA hockey program for the primary benefit of players residing in Ajax and Pickering, Ontario,

 

2.2  APRH will be an advocate for AAA hockey  in Ajax and Pickering and will strive to further the development of AAA hockey by:

 

a)  Encouraging the highest degree of skills, development, sportsmanship and fair treatment among all of its members and players; and

b)  actively promoting the objects of APRH to other hockey organizations and affiliates, community sponsors, civic leaders and the public at large.

 

ARTICLE THREE                               REGISTERED OFFICE, FISCAL YEAR

 

            3.1  The registered head office of APRH shall be 1815 Ironstone Manor 14A, Pickering, Ontario, L1W 3W9

 

            3.2  The fiscal year of APRH shall be from May 1 to April 30.

 

ARTICLE FOUR                                  AFFILIATIONS

 

4.1  APRH operates as a AAA hockey zone defined and affiliated pursuant to  the Constitution, By-laws and Policies of the OMHA, as the Constitution, By-laws and Policies are amended from time to time and as may be further prescribed by:

 

                        a)  Hockey Canada, and

 

                        b)  the OHF.

 

ARTICLE FIVE                       MEMBERSHIP, ELIGIBILITY AND VOTING

 

            5.1  Eligibility

 

              CLASS A MEMBERS

 

Provided that such person is in good standing as defined in 5.2, a Class A member for a particular Membership Year (as defined in section 5.5) is:

 

            a) a Director of APRH,

 

 

                           b) a Registered Player for a season that begins in the particular  

                                Membership Year and who is 18 years old,      

 

c) a parent or guardian of a Registered Player for a season that begins during the particular  Membership Year.

 

d) a person not included in a), b) or c) who is  a person who has accepted a position as a rostered coach, trainer, manager or non-rostered manager to an APRH team for a hockey season that begins during the particular Membership Year , provided that no team shall have more than six members who are members  because of this clause,

 

 

            5.2 Good Standing

 

A Class A Member is in good standing if the member does not have any applicable APRH or team fees or assessments outstanding and who is not the subject of any current disciplinary action by a team, APRH, the OMHA, the OHF or Hockey Canada. 

 

5.3  Voting

 

Each Class A Member shall be entitled to one vote at any Meeting of Members.  Notwithstanding the previous sentence, a Family shall be entitled to only one vote at any Meeting of Members for each member of the Family who is a Registered Player.

 

Family means each of a Registered Player and his or her parents, grandparents and/or guardians.

 

5.4  Membership List

 

The Secretary shall prepare and maintain a list of Class A Members which list shall be update as may be necessary from time to time.  The list shall be kept at APRH’s head office and shall be used to determine the eligibility to participate as a Class A Member and to attend and vote at any Meeting of the Members.

 

5.5  Membership Year

 

Unless otherwise determined by the Board, every Class A membership shall commence on or after April 21 in each year and shall lapse and terminate on the 20th day of April next following the date on which such membership commenced. 

 

5.6  Record Date

 

Individuals who are Class A members for the Membership Year that begins immediately before an AGM are entitled to 21 days notice of the AGM and to vote at such AGM.

 

No Public notice or advertisement of  any Meeting of Members is required.  Notice of Meetings of Members shall be given to the Class A Members by any of : (i) posting notice on the APRH website: (ii) distribution through APRH team officials or (ii) by email notification as determined by the Board. 

 

ARTICLE SIX                          MEETINGS OF THE MEMBERS

 

            6.1  Annual General Meeting

 

Unless a different time or place is determined necessary by the Board, the President shall call for an AGM to be held not before May 24 and  not later than May 31 of each year in respect of the fiscal year ended on April 30 of that year.

 

6.2  Business of the AGM

 

The following business shall be transacted at the AGM:

 

            a)  approval of the agenda,

 

b)  approval of the minutes of the previous Meeting of the Members

 

c)  receiving report of the Activities of the corporation as requested or reasonably required,

 

d)  receiving information regarding the planned activities of the corporation for the current year,

 

d.1)  election of directors

 

e) receiving and approving the report of the Treasurer,

 

f)  considering proposed amendments to the Articles of Incorporation or By-laws of the corporation,

 

g)  any other matter properly referred  to the Secretary in writing by any Member on or before 6 pm no later than May 10 next preceding the next AGM, unless authorized by the President.

 

            6.3  Special Meeting of the Members

 

In addition to the AGM referred to herein, a special Meeting of the Members may be called at any time by:

 

            a) the Board;

 

b)on requisition by 35 Class A members.

 

The Board shall provide notice to the Class A Members of the time, date and place of such Special Meeting no later than 15 days prior to date of such Special Meeting. 

 

6.4  Business of  A Special Meeting

 

Only the business specified in the notice of the Special Meeting shall be transacted at that meeting.

 

6.5  Quorum

 

A quorum for a Meeting of the Members shall be a minimum of 15 Class A Members eligible to vote and present in person.  In the absence of a quorum, no business shall be transacted except to take measures to obtain a quorum, to establish the time to which to adjourn, or to take a recess.

 

6.6  Voting

 

a)  A majority of votes cast by Class A Members entitled to vote, unless otherwise required by the Act, or the Articles or the By-laws, shall decide every question proposed for consideration at Meetings of Members.

 

b)  the Chair presiding at a Meeting of Members shall not be entitled to vote, except in the event of a tie. 

 

c)  Every question shall be decided by a show of hands, unless a specific count or secret ballot is required by the Chair.  Whenever a vote by hands has been taken, a declaration by the Chair that a resolution has been carried or lost by a particular majority and an entry to that effect  in the minutes of the Meeting is conclusive evidence of the fact ,without proof of the number of votes recorded in favour or against the matter voted upon.

 

6.7  Notwithstanding 6.6(a), the Articles and Bylaws may only be amended upon:

a)  for the Articles, the favourable vote of ¾ of the Class A Members in attendance and entitled to vote;

and

b)  for a by-law, the favourable vote of 2/3 of the Class A Members in attendance and entitled to vote.

 

            6.8  Adjournment

 

Any meeting may be adjourned from time to time and such business as might have been transacted at the original meeting may be transacted at such adjourned meeting.

 

ARTICLE SEVEN                          FINANCIAL  STATEMENTS

 

7.1        The Corporation may, instead of sending copies of the financial statements and other documents (the “Documents”) referred to in subsection 172(1) of the Act to the members, publish a notice on the organization website stating that the Documents are available at the registered office of the Corporation and that any member, on request, may obtain a copy, free of charge, at the registered office, or by prepaid mail or by email.

 

 

   ARTICLE EIGHT                             BOARD OF DIRECTORS

 

            8.1  Composition

 

                        a)  Eligibility

 

                        a Director shall

 

                        i)  be at least 18 years of age,

 

                        ii) not be unsound mind

 

iii)            (A) be a Class A Member in good standing at the time of his or her election or appointment

 

                   (B) have been a Class A Member during at least one of the three immediately preceding fiscal years of the Corporation preceding the fiscal year in which the election is held, or

 

                                               (C)  be a person  who is approved by the Board

 

(iv)  remain a member in good standing throughout his term in office, and

 

v) have received a clear police check for at least one of the preceding three fiscal periods.

 

For greater certainty, a Member may not be a director if the Member has a child ,or person over whom the Member is guardian, who is a resident of Ajax and Pickering and whose age would allow him/her to play for an APRH team, but who plays for a team other than the APRH, or a team registered with the AMHA, the PHA or the DWGHA.

 

            b)  Term of Office

 

Unless removed by the Class A Members, each Director shall hold office for a period of two (2) years and, unless the Director is re-elected by the Members, shall cease to be a director at the end of the AGM held on or about the second anniversary date of the Director’s election

 

In order to establish a rotation of Directors, immediately following the implementation of this by-law, one half of the first directors shall be the subject matter of an election at the first AGM with the remaining half of the Directors to serve a further one year term.  At the second AGM following the implementation of these By-laws, the remaining half of the Directors shall be the subject matter of an election.

 

c)  Removal

 

A director may be removed from the Board, prior to the end of his/her term by Special Resolution passed at a special Meeting of the Board.

 

d)  Vacancies

 

If a Director resigns or is otherwise removed, the Board shall appoint a replacement Director.  The replacement Director shall serve out the balance of the originally elected Director’s term.

 

ARTICLE NINE                       PROCEDURE FOR ELECTION OF DIRECTORS

 

            9.1  Nominations

 

The election of Directors shall occur at the AGM.  A Board member whose term is expiring and who wishes to be reelected shall declare his intentions to the Secretary by the April 1 next preceding the AGM.

 

A person who is not a Board member and who wishes to be elected shall notify the Secretary in writing of his or her intentions no later than May 10 next preceding the AGM.  This person’s application must be supported by two other nominators, both of whom must be Class A Members at the time of such nomination.

 

9.2  Nominees Listed

 

Ten days prior to the AGM, the Secretary or another member of the Board shall post or cause to be posted on the APRH website an alphabetical list of each individual who is a Board member who wishes to be re-elected to the Board or who has been nominated for election to the Board. 

 

9.3  Elections

 

The election of Directors shall be by secret ballet, unless the number of nominees is less than or equal to the number of positions to be filled at the AGM, in which case such nominees shall be acclaimed as Directors.  The results of the election shall be communicated to the Members by the Chair.  The votes cast in favour of each nominee shall be recorded by the Secretary and maintained in the APRH’s records. 

 

ARTICLE TEN

 

Reserved

 

ARTICLE ELELVEN               BOARD GOVERNANCE AND PROCEDURE

 

            11.1 Governance

 

The Board shall govern the APRH in compliance with Article Two and Article Four hereof.  The Board shall be responsible for the effective administration of the APRH and the enforcement of all right and duties arising from the Act, the Articles and the By-laws.  The Board has the authority to direct and/or approve actions of all Officers and Members in the performance of their duties or of their actions as Members. 

 

11.2  The Chair

 

The Chair shall:

 

i)  Be a Director appointed by the Board,

 

ii)  act as Chair of the Board and at all Meetings of the Members;

 

iii)  be conversant with all of the business to be transacted at each  Board meeting or Meeting of Members,

 

iv)  be charged with conducting meetings and facilitating the transaction of such business as may be proposed by:

 

            a.  the President and Secretary on behalf of the Executive; and

 

b.  Any Member, provided that request as made to the Chair by such Member is reasonable.

           

11.2 Board Meetings

 

a) Regular Meetings

 

The Board shall meet at least once monthly from September 1 – May 31 and at least once between June 1 – August 31.  The meetings shall be held on dates designated by the Chair, or in the absence of the Chair, a Director nominated and approved by the Directors present at the meeting.  The Chair shall provide reasonable notice of the regularly scheduled Board meetings.

 

b)  Special Meetings

 

A Special Meeting of the Board may be called:

 

i)          By the Chair, who may convene a special meeting of the Board on providing no less than four (4) days written notice to all Directors, which notification shall specify the nature of the business to be transacted at such meeting; or,

 

ii)         On written requisition to the Chair of four (4) Directors, which requisition shall specify the nature of the business to be transacted at such meeting. 

 

11.3 No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting and the Board may waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

 

11.4 In Camera Meetings

 

Notwithstanding the foregoing, the Board may recess to an in camera session to:

 

a) entertain and discuss and decide business matters and transactions which affect the character and/or reputation of a Member or other person;

 or

b) if the decision required is based on the character or reputation of a Member or other persons; or

 

c) when the business is such that the Association could be prejudiced by reporting of the business discussed in the private session.

 

No party, other than the Board, or a non-Board Member with the invitation of the Board, may attend an in camera session.  At such in camera session, the Board shall appoint as recording secretary, one of its Members, and all notes and recordings shall be maintained by said appointed Director, until the business matter ins concluded and a resolution of the Board is made respecting same.  All notes and records arising from such in camera session shall be assembled in one file and sealed and thereafter, be provided to the Secretary for safe-keeping.

 

11.5  Confidentiality

 

Every Director shall respect the confidentiality of matters brought before the Board in camera.

 

11.6  Quorum

 

A quorum for a Board meeting shall be a simple majority of Directors.  No business shall be transacted in the absence of a quorum.

 

11.7  Voting

 

Each Director, present at a Board meeting, shall be entitled to one vote.  The Chair shall be entitled to a second or casting vote in order to break a tie.

 

11.8  A majority of the Directors present at a Board meeting shall decide every question.  Every question shall be decided by a show of hands, unless a secret ballot is required by a Director present.  A declaration by the Chair that a motion has been carried or defeated and an entry in the minutes of the meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against such motion.

 

11.9  Remuneration

 

Directors shall serve without remuneration and no Director shall indirectly or directly receive any remuneration, salary or profit from the position of the Director.  Directors are entitled to be reimbursed for their reasonable expenses incurred in the performance of their duties as Directors.

 

11.10  No Conflict of Interest

 

Every Director who, directly or indirectly, has an interest in a proposed or existing contract or transaction or other matter relating to the APRH shall make a full and fair declaration of the nature and extent of the interest at a Board meeting at which the question of entering into the contract or transaction or other matter is first raised.  If the affected Director is either not a Director at the time such contract, transaction or other matter is first raised, then at the first meeting at which the affected Director is first in attendance.

 

After making such declaration the affected Director shall not vote on such a contract or transaction or other matter, nor shall he/she be counted in the quorum in respect of such a contract, transaction or other matter.

 

If the affected Director has made a declaration of an interest in a contract or transaction or other matter in compliance with this Article, the affected Director is not accountable to the Association for any profit realized from the contract, transaction or other matter.  If the affected Director fails to make such declaration, he/she shall be accountable to the Association and reimburse it for all profits realized from such contract, transaction or other matter.

 

11.11  Indemnification

 

Every Director shall be indemnified and saved harmless by the APRH from and against all costs, charges and expenses whatsoever that he/she sustains in or arising out of any action, suit or proceeding that is brought, commenced or prosecuted against him/her in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him/her in or arising out of the execution of the duties of his/her office.  Notwithstanding the foregoing, no Director shall not be entitled to such indemnification for matters occasioned by the Director’s own misconduct.

 

11.12  Insurance

 

The APRH shall purchase Directors and Officers errors and omissions liability insurance, in such amounts as the Board may from time to time determine. 

 

11.13  Regulations and Rules

 

Subject to the Act, the Articles and the by-law, the Board shall have the power to pass, without any confirmation or ratification by the Members, policies, regulations and rules dealing with the following matters:

 

a)           description of  the offices of the corporation and the duties of those officers who hold the office;

 

a.1)       creation and appointment of permanent and/or ad-hoc committees, including the composition and mandate of those committees;

 

b)         discipline (player and team official);

 

c)         dressing room protocol;

 

d)        player and team official registration;

 

e)         reporting protocols and requirements for all non-house league teams;

 

f)         third party contracts, concessions and Association sponsorships;

 

g)         uniforms (on and off ice); and

 

h)        such further and other matters as the Board, acting reasonably, shall advise.

 

ARTICLE TWELVE    OFFICERS AND DISPUTE RESOLUTION COMMITTEE

 

12.1 The Board may designate the offices of the corporation, appoint individuals as officers, specify their duties and delegate to them powers to manage the activities and affairs of the corporation, except those powers which cannot be delegated to officers under the Act.

 

12.2  Board members may be officers.

 

12.3 An individual may hold more than one office.

 

12.4 Dispute Resolution Committee

 

The Dispute Resolution Committee shall consist, from time to time, of  three individuals: (i)the Chair, who must be a member of the Board and (ii) two other individuals,  one of whom cannot be a member of the board or an officer.

 

The committee shall:

 

            i)  implement and enforce all OMHA Risk Management Programs;

 

ii)  review all complaints received by the Board toward team officials, players, Directors, parents, officials, etc. that fall under the guidelines of the OMHA Risk Management Programs;

iii)  be permitted to communicate information about individuals of concern (complainant or respondent) only to to other members of the Discipline Committee; and

 

iv)  avoid a conflict of interest.  If a member of the Dispute Resolution Committee is involved with or related to a Member concerned in an investigation, they shall be excused for the length of that investigation;

 

v)  ensure the resolution of the complaint has been done in a fair and unbiased manner;

 

vi)  obtain and follow the latest OMHA guideline on Dispute Resolution and Harassment and Abuse Complaint Procedure;

 

vii)  present a report regarding discipline to the Board; and

 

viii)  such further and other matters as may be referred to it by the Board. 

 

ARTICLE THIRTEEN             TRANSACTION OF AFFAIRS

 

13.1 Execution of Documents:

 

The Board may from time to time appoint any Director or Directors or Officer or Officers or any person or persons on behalf of the APRH either to sign documents generally or to sign specific documents.

 

13.2 Books and Records:

 

The Board shall ensure that all necessary books and records of the APRH required by the By-laws or by any applicable statute are regularly and properly maintained and any contracts or agreements is filed for safekeeping with the Secretary of
APRH.  At the conclusion of the fiscal year of the financial reports, committee reports, and Board minutes are to be filed in the APRH’s office,

 

13.3  Banking Resolution:

 

The Board shall designate by resolution, the Directors or Officers (minimum of two (2)) and other persons authorized to transact the banking business of the APRH or any part thereof, with the bank, trust company, or other financial institution that the Board has designated as the banker of the APRH, to have the authority to seet out in the resolution, including, unless otherwise restricted, the power to:

 

i) operate the accounts of the APRH with a bank or a trust company;

 

ii) make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;

 

iii) issue receipts for and orders relating to any property of the APRH; and

 

iv) authorize any officer of the bank or trust company to do any act or thing on behalf of the APRH to facilitate the business of the corporation.

 

13.4  Deposit of Securities

 

The securities of APRH shall be deposited for safekeeping with one or more banks, trust companies or other place or places of safekeeping to be selected by the Board.  Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the APRH signed by such Director or Directors or Officers and in such manner as shall be determined from time to time by resolution of the Board, and such authority may be general or confined to specific instances.  The institutions, which may be so selected as custodians of the Board, shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

 

 

ARTICLE FOURTEEN                        BORROWING BY THE CORPORATION

 

14.1  Borrowing Power

 

Subject to the limitations set out in the Act, the regulations thereunder, the Articles or By-laws, as the case may be, the Board may by resolution authorize the corporation to:

 

a)  borrow money on the credit of the corporation;

 

b)  issue, sell or pledge securities of the corporation; or

 

c)  charge, mortgage, hypothecate or pledge all or any of the real or personal property of the corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.

 

14.2  Borrowing Resolution

 

From time to time, the Board may authorize any Director of the corporation to make arrangements with reference to the monies so borrowed or to be borrowed and as to the terms and conditions to any loan and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions, and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the corporation. 

 

ARTICLE FIFTEEN                APPEALS

 

15.1  General Appeals

 

a)  Any person, player, team or combination thereof, feeling aggrieved by a decision or conduct of any Member or the Board, or a team official may appeal to the Dispute Resolution Committee.

 

b)  The appeal shall be in writing, addressed to the Secretary setting out the decision appealed or conduct in question, together with a concise statement of the grounds for the appeal.

 

c)  The Secretary shall direct the appeal so received to the Chair of the Dispute Resolution Committee.  The Secretary shall thereafter set a time for a hearing and notify all interested parties of the time and place of such hearing. 

 

d)  The decision of the Dispute Resolution Committee shall be final and binding on all parties and not subject to further appeals.

 

ARTICLE SIXTEEN                EFFECTIVE DATE

 

16.1  This Bylaw shall come into force without further formality upon its enactment by the Board at the first meeting of the Board  and shall remain in force after approval by the Members as hereinbefore set out.

 

16.2  The Foregoing Bylaw No. 1, is hereby enacted, ratified, sanctioned, confirmed and approved without variation by the affirmative vote of the Members of the APRH at the Special Meeting of Members duly called and held at             , and at which a quorum was present on the      day of    .

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