|
|
|
Whereas the Nepean Girls Hockey Association is a
voluntary association of members, players, and individuals, intended to
provide girls and women of Nepean with the opportunity to learn and play the
game of hockey;
And whereas members, players and individuals
participating in the activities sponsored by the NGHA have confidence in the
judgment of the Board of Directors of the NGHA;
And whereas it is declared that one of the
purposes of this Constitution and the NGHA By-Laws and Regulations shall be
to confer on the NGHA and its Board of Directors all the powers of a fully
self governing organization;
And whereas the NGHA is a member association of
the ODWHA and thereby the OWHA, the NGHA is subject to the ODWHA
Constitution, By-Laws, Rules and Regulations for league play and of the OWHA
in respect of Tournaments and Provincial Playdowns;
Now therefore be it enacted;
- This association shall be known as the Nepean
Girls Hockey Association, hereinafter to be referred as NGHA.
- The purpose of the NGHA is to organize and govern
the operation of hockey for girls and women in the City of Nepean.
The objective of the NGHA is to foster and encourage
girls hockey throughout the City of Nepean. The aims of the NGHA are:
- To provide girls and women of the City of Nepean
with the opportunity to learn and play hockey.
- To ensure that each player, to the extent
possible, will be able to participate in a hockey program suited to that
player's skill and abilities.
- To establish and maintain a variety of hockey
programs (developmental, house league, representative and competitive)
for all age groupings.
- To encourage the participation of any and all
interested persons and organizations wishing to volunteer their services
in the administration and support of the NGHA's affairs.
- To foster and develop sportsmanship, team
discipline, self-discipline, self-confidence, respect for others, and
enjoyment through participation in hockey.
- Players registered in any of the programs or
activities of the NGHA shall be considered junior members of the NGHA
and shall not be entitled to vote at general meetings of the NGHA if
they are less than 18 years of age.
- Senior members of the NGHA, hereinafter referred
to as 'members', shall be the only persons entitled to vote on matters
of the NGHA. All such members shall be 18 years of age or older and
shall only include:
i.
Directors of the NGHA;
ii.
Up to a maximum of three (3) team officials per team, providing such
persons are at least eighteen (18) years of age and are registered with the
NGHA as team officials prior to December 31st of the hockey year;
iii.
Each parent or legal guardian of one or more junior members of the
NGHA for either the current or ensuing year;
iv.
Players registered with the NGHA for the current year or ensuing
hockey year that are at least eighteen (18) years of age;
v.
Persons appointed by the Board of Directors to fulfill voluntary
responsibilities on behalf of the NGHA who would not otherwise qualify as
members.
- The NGHA shall have the full right to establish
conditions of membership and to refuse membership to persons failing to
satisfy those conditions.
- All female players in Eastern Ontario and Western
Quebec may enroll in the NGHA. Players and parents in the House League
and Competitive Programs are full members. Players and parents
registered with other ODWHA Member Associations are not voting members
of the NGHA and cannot stand for election.
- A general meeting of the NGHA shall be held
annually prior to the last day of May in the hockey year, at a place,
date and time determined by the Board of Directors.
- The business of the Annual Meeting shall include:
i.
Presentation and adoption of the minutes of the previous Annual
General Meeting and any
ii.
Special General Meetings held during the hockey year;
iii.
Presentation of awards and guests;
iv.
Reports of Directors and Committees;
v.
Report from the auditors of the previous hockey year;
vi.
The interim financial statements for the hockey year in which the
meeting is held;
vii.
The budget for the ensuing year;
viii.
Appointment of auditors for the ensuing year;
ix.
Motions to adopt, amend, revise, or repeal Articles of the
Constitution for which due notice has been provided;
x.
Other business of interest and concern to the members;
xi.
Election of Officers and Directors;
xii.
Adjournment.
- At all General Meetings of members, every question
shall be decided by a majority of votes of the members, present in
person or represented by a duly authorized proxy.
- Every question shall be decided, in the first
instance, by a show of hands. A declaration by the Chair that a
resolution has been carried, or not carried, and an entry to that effect
in the minutes of the meeting, shall be admissible in evidence as prima
facie proof of the fact, without further proof of the number or
proportion of the votes accorded in favour or against the resolution.
- Any member, present, may demand that the question
shall be answered by poll. The demand for poll may be withdrawn, but if
not, the question shall be decided by a majority of votes given by the
members, present in person or by proxy, and such poll shall be taken in
the manner directed by the Chair. The result of such poll shall be
deemed the decision of the Association upon the matter in question.
- In the case of an equality of votes at any General
Meeting, whether upon the show of hands or at poll, the Chair shall be
entitled to cast the deciding vote.
- No business may be transacted at any General
Meeting unless at least twenty (20) members are personally present.
- A special General Meeting of the NGHA shall be
called by the Board of Directors within six (6) weeks of the receipt, by
the Secretary, of a written request for such a meeting signed by at
least thirty (30) voting members of the NGHA.
- The written request shall specify the business to
be transacted at this meeting, and only the specified business shall be
transacted.
- The Board of Directors, by resolution, shall have
full authority to convene a Special General Meeting.
- Nominations for President and Vice-President
signed by a mover and seconder must be given to the Secretary at least
14 days before the Annual General Meeting is to take place. Both the
mover and seconder must be voting members of the Association. If
the President and/or Vice-President are not elected from those
nominated, nominations for President and/or Vice-President will be
accepted from the floor at the Annual General Meeting. The nominees must
be present or have signified in writing their willingness to the office
for which they have been nominated.
- Nominations for the remaining Officers and
Directors will be accepted from the floor at the Annual General
- Meetings provided the nominees are present or have
signified in writing their willingness to the office for which they have
been nominated.
- The Board of Directors may be elected by a show of
hands, or by secret ballot, if requested by the majority of those
present, for a term of one (1) year.
- Any member of the NGHA may vote in person, or
through a duly authorized proxy.
- Any voting member of the NGHA may be nominated for
a vacancy on the Board of Directors.
- Subject to the Constitution of the NGHA, the
affairs of the NGHA shall be managed by a Board of Directors who shall
have full authority to conduct the business of the Association.
- The Board of Directors shall consist of sixteen
(16) Officers and Directors (including the Past President).
- As Officers of the NGHA, the President, Vice
President, Treasurer, Registrar and Secretary shall be, ex officio,
members of the Board of Directors, with duties as specified in Article
8.
- The immediate past president shall be, ex officio,
a voting member of the Board of Directors. Directors of the Association
shall be elected at an Annual General Meeting and shall hold office
until the adjournment of the next Annual General Meeting following the
Annual General Meeting at which the Director was elected. A Director may
be re-elected.
- Vacancies on the Board of Directors, however
caused, may be filled by resolution of the Board of Directors, so long as a quorum of fifty percent of
the Board of Directors remain in office.
- A person may only be appointed a Director until
the adjournment of the next Annual General Meeting.
- If a quorum of Directors do not remain in office,
the remaining Officers and Directors shall, within thirty days, convene
an Annual General Meeting or a Special General Meeting to fill
sufficient vacancies to at least constitute a quorum.
- Officers and Directors shall receive no
remuneration from the Association for acting as such.
- The President, Vice President, Treasurer,
Registrar and Secretary shall be Officers of the Association.
- At the discretion of the Board of Directors, the
positions of Secretary and Treasurer, or Treasurer and Registrar, may be
held by the same person.
- No person may be nominated for, acclaimed to or
elected to the position of President unless that person has been a
senior member of the NGHA for at least two years and has been on the
NGHA Board of Directors for at least one year.
- The President may not be nominated for, acclaimed
to or elected President for a fourth consecutive term.
- The President shall be elected by the members at
the Annual General Meeting, and shall hold office until the adjournment
of the next Annual General Meeting thereafter.
- The duties and responsibilities of the President
shall include:
i.
Chairing meetings of the Board of Directors;
ii.
Signing on behalf of the Association all By-Laws, documents or
certificates;
iii.
Coordinating the work of the Board of Directors;
iv.
Representing the Association at all meetings or functions of senior
hockey bodies;
v.
Representing the Association within the community;
vi.
Serving as an ex officio member of all committees of the Association;
vii.
Assuming from time to time other duties as may be determined by the
Board of Directors;
viii.
Appointing individual Directors to fulfill specific responsibilities,
including the offices of Treasurer, Secretary and Registrar, within thirty
(30) days of the Annual General Meeting, with the consent of the Board of
Directors.
- The President may delegate any of the foregoing
duties and responsibilities to the Vice President, or any Officer or
Director of the NGHA.
- The Vice President shall be elected by the members
at the Annual General Meeting, and shall hold office until the
adjournment of the next Annual General Meeting thereafter.
- In the absence or inability of the President, the
Vice-President shall fulfill the duties and responsibilities of
President.
- If for any reason the position of President
becomes permanently vacant, the Vice President shall fulfill the duties
and responsibilities of President until the adjournment of the next
Annual General Meeting. If for any reason the Vice-Presidency becomes
vacant, the Board of Directors may appoint an Officer or Director to be
Vice-President of the NGHA, who shall so serve until the adjournment of
the next Annual General Meeting.
- The Secretary shall be ex officio Clerk of the
Board of Directors and shall attend all meetings of the Board and ensure
that all facts and minutes of the Board's proceedings are recorded in
the books of the Association.
- The Secretary shall be the custodian of the Seal
of the Corporation, instruments of incorporation, correspondence,
contracts and other documents belonging to the Association, which the
Secretary shall deliver up only when authorized by a resolution of the
Board of Directors and to such person or persons as may be named in the
resolution.
- The Secretary shall ensure that all proper notice
required by the Constitution of the NGHA is provided to all members and
Directors as required.
- The Secretary shall fulfill other duties and
responsibilities as may, from time to time, be determined by the
President or the Board of Directors.
- The Treasurer shall keep full and accurate
accounts of all receipts and disbursements of the Association in
proper books of account, and shall deposit all monies or other valuable
effects in the name and to the credit of the Association in such bank or
banks as may be designated by the Board of Directors.
- The Treasurer shall disburse the funds of the
Association under the direction of the Board of Directors, taking
proper vouchers therefor, and shall render to the Board of Directors, at
its regular meetings, or whenever otherwise required by the Board of
Directors, an account of all transactions and the financial position of
the Association.
- The Treasurer shall also perform other duties and
responsibilities that may be determined by the Board of Directors.
- The Registrar shall process and record all
registrations in the manner set forth by the NGHA and shall maintain a
record of all membership within the NGHA.
- The Registrar shall perform other duties and
responsibilities that may be determined by the Board of Directors.
- Except as otherwise required, the Board of
Directors may hold its meetings at such place or places as it may, from
time to time, determine.
- The board may appoint a day or days in any month
or months for regular meetings at a specific hour and place and for such
meetings no notice need be sent.
- Meetings may be formally called by the President
or by the Vice President.
- On the written direction of four directors, the
Secretary must convene a meeting of the Board of Directors within forty-
eight (48) hours of receiving the written direction.
- Otherwise than provided in article 9 (4), the
Secretary must, in writing or by telephone provide each director with
notice of meetings of the Board of Directors at least twenty four (24)
hours prior to the time of the meeting. Such notice shall include the
date, time and place of the proposed meeting.
- The statutory declaration of the Secretary or
President that notice has been given pursuant to this section shall be
sufficient and conclusive evidence of the giving of such notice.
- No error or omission in giving notice, pursuant to
this By-Law, for a meeting of the Board of Directors shall invalidate or
make void any proceedings taken or held at such meetings. Any director
may at any time waive notice of any such meetings and may ratify and
approve of any or all proceedings taken or held at such meetings.
- Fifty percent plus one of the directors shall form
a quorum for the transaction of business.
- Questions arising at any meeting of the Board of
Directors shall be decided by a majority of votes of the directors who
are present.
- The chair does not have a vote except in instances
where the vote is evenly divided. In the case of an equality of votes on
any matter, the Chair shall cast the deciding vote.
- Any votes at any meeting of the Board of Directors
shall be taken by secret ballot if so demanded by any director present.
- Any director may request a vote by show of hands
or poll on any resolution at a meeting of the Board of Directors.
- A declaration by the Chair that a resolution has
been carried and an entry to that effect in the minutes shall be
admissible in evidence as prima facia proof of the fact, without proof
of the number or proportion of the votes recorded in favour of, or
against, such resolution.
- In the absence of the President, the Vice
President or such other officer or director, as the Board may from time
to time appoint for such purpose, shall chair the meeting.
- The Board of Directors shall meet at least four
(4) times during the hockey year.
- Officers and Directors are required to attend
meetings of the Board. Any Officer or Director who fails to attend three
(3) consecutive board meetings without notifying the Secretary, either
directly or indirectly, of inability to attend, shall be deemed to have
resigned.
- The members of the Association, subject to the
requirements of Article 5 requiring proper notice, may, by
resolution passed by at least two thirds of the votes cast by senior
members at an Annual General Meeting or a Special General Meeting called
for that specific purpose, remove any Officer or Director before the
expiration of that person's term of office, and elect another person or
persons as set out in this Constitution.
Subject to the Constitution of the NGHA the Board of Directors shall:
- Have all full and necessary powers and authorities
to manage, order, administer and direct the affairs of the Association.
- Administer the affairs of the NGHA in all things
and make or cause to be made for the NGHA, in its name, any kind
of contract which the NGHA may lawfully enter into, and generally may
exercise all such other powers and do all such other acts and things as
the NGHA is by its charter or otherwise authorized to exercise, upon
such terms and conditions as they may deem advisable.
- Have the authority to purchase, lease or otherwise
acquire, alienate, sell, exchange, or otherwise dispose of shares,
stocks, rights, warrants, options and other securities, lands,
buildings, and other property, movable and immovable, real or personal,
or any right or interest therein owned by the NGHA, for such
consideration and upon such terms and conditions as the Directors deem
advisable.
- Authorize the borrowing of money on the credit of
the NGHA, and the issuing, sale, or pledging of the securities of the
Association.
- Charge, mortgage, hypothecate or pledge all or any
of the real or personal property of the NGHA, including book debts,
rights, powers, franchises and undertakings, to secure any securities or
any money borrowed, or other debt, obligation or liability of the NGHA.
- From time to time authorize any Officer, Director,
of the NGHA or any other person to make arrangements with
reference to the monies borrowed or to be borrowed and as to the terms
and conditions such loans, and as to the securities to be given thereof,
with power to vary or modify such arrangements, terms and conditions and
to give such additional securities for any monies to be borrowed or
remaining due by the NGHA as the Directors may authorize, and generally
manage, transact and settle the borrowing of money by the NGHA.
- Set, establish, increase, decrease and determine
membership and registration fees, other fees, dues and levies.
- Adopt, amend, revise, revoke or repeal the
Regulations of the Association.
- Subject to the Corporations Act, enact, alter,
amend, repeal or revoke the By-Laws of the Association, but such
undertakings must be ratified by the Senior Members at the next Annual
General Meeting or a Special General Meeting convened for such purpose.
- Exercise the right of prior review an approval of
all hockey activities, programs and undertakings in the name of the NGHA
and establish terms, conditions, standards and objectives for them.
- Assess, appoint, hire and engage coaches,
assistant coaches, trainers, team managers, referees, linesmen and
timekeepers and other persons, all of whom shall hold their positions at
the pleasure of the Board of Directors.
- Establish, appoint and direct the work of various
committees to advise it on general or specific issues.
- Direct any other undertaking necessary to provide
the NGHA with sound and effective administration.
- The Board of Directors shall have full authority
to suspend any team, team official, game official or individual player,
up to a maximum of fourteen (14) days for conduct prejudicial to the
aims and objectives of the Association.
Execution of Documents
- Deeds, transfers, licenses, contracts and
engagements on behalf of the NGHA shall be signed by any two of, the
President, Vice-President , Treasurer or any other persons designated by
the Board of Directors. The corporate seal of the Association
shall be affixed to the instruments, as required the same.
- Contracts, in the ordinary course of the NGHA
operation, may be entered into on behalf of the NGHA by any two of; the
President, Vice President, Treasurer or other person so authorized by
the Board of Directors.
- Any two of; the President, Vice President,
Treasurer or other person so authorized by the Board of Directors,
may transfer any and all shares, bonds or other securities from, time to
time standing in the name of the NGHA, its individual or any other
capacity, or as a trustee or otherwise and may accept in the name and on
behalf of the NGHA, transfers of shares, bonds or other securities, from
time to time transferred to the NGHA, and may affix the corporate seal
to any such transfers or acceptances of transfers, and may make, execute
and deliver under the corporate seal any and all instruments in writing,
necessary or proper for such purposes, including the appointment of any
attorney or attorneys to make or accept transfers of shares, bonds or
other securities on the books of any company or corporation.
- All cheques, bills of exchange or other orders for
the payment of money, notes or other evidence of indebtedness
issued in the name of the NGHA, shall be signed by such officer or
officers, agent or agents or the NGHA and in such manner as shall, from
time to time, be determined by resolution of the Board of Directors.
- Any of the aforementioned persons in article 12
(4) may, alone, endorse notes and drafts for collection on account
of the NGHA through its bankers, and endorse notes and cheques for
deposit with the NGHA's bankers for the credit of the NGHA, or the same
may be endorsed 'for collection' or 'for deposit' with the bankers
of the NGHA by using the Association's rubber stamp for that purpose.
- Any one of such persons authorized by article 12
(4) may arrange, settle, balance and certify all books and accounts
between the NGHA and the NGHA's bankers and may receive all paid cheques
and vouchers and sign all the bank's forms or settlement of balances and
release of verification slips.
- The securities of the NGHA shall be deposited for
safekeeping with one or more bankers, trust companies or other financial
institutions to be selected by the Board of Directors.
- Any and all securities, so deposited, may be
withdrawn, from time to time, only upon written order of the NGHA
signed by such officer, officers, agent or agents of the NGHA, and in
such manner, as shall from time to time be determined by resolution of
the Board of Directors and such authority
may be general or confined to specific instances. The institutions
which may be so selected as custodians of the Board of Directors shall
be fully protected in acting accordance with the directions of the
Board of Directors and shall in no event be liable for the due
application of the securities so withdrawn from deposit or the proceeds
thereof.
- The Board of Directors shall see that all
necessary books and records of the NGHA, required by the By-Laws of the
Association or by an applicable statute of law are regularly and
properly kept.
- Unless otherwise ordered by the Board of
Directors, the fiscal year-end of the NGHA shall be on the 30th day of
April, in each year.
- For the purposes of any Article of the
Constitution or By-Laws of the NGHA, the hockey year of the NGHA shall
be the twelve-month period between the 1st day of May and the 30th day
of April, each year.
- Amendments to the Constitution may be made at any
properly called Annual Meeting of the membership.
- An amendment in writing signed by a mover and a
seconder must be given to the Secretary at least 14 days before the
Annual Meeting is to take place. Both the mover and seconder must be
voting members of the Association.
- An amendment must be approved by a two-thirds
majority of the voting members present at the meeting.
In these By-Laws, and all other By-Laws of the
Association hereafter passed, unless the context otherwise requires,
words importing the singular number of the masculine gender shall include
the plural number or the feminine gender, as the case may be, and vice
versa, and reference to persons shall include firms and corporations.
|
|
