Gloucester Cumberland Ringette Association Bylaws

 

 

BY-LAW NO.1

ARTICLE I

NAME

Section 1

This Corporation shall be known as the Gloucester-Cumberland Ringette Inc., hereinafter referred to as the Association.

Section 2

The Head Office of the Association shall be situated in the City of Ottawa.

ARTICLE II

AIMS AND OBJECTIVES

Section 1

The Aims and Objectives of the Association are:

1. To foster, encourage and improve all organized amateur ringette within the areas under its jurisdiction,
2. To provide competition for all who desire to participate in ringette, giving due consideration to their individual capabilities,
3. To maintain and increase interest in the game of ringette,
4. To exercise general supervision and direction over the playing interest of its players, coaches, managers and executive, with emphasis on the enhancement of good character and citizenship, and
5. To aid and assist areas outside of its jurisdiction in the development of the game

ARTICLE III

CORPORATE SEAL

Section 1

The Association shall adopt a corporate seal, which shall be in the form impressed in the margin.

ARTICLE IV

DIRECTORS

Section 1

The affairs of the Association shall be managed by the Board of Directors who may be known and referred to as Directors, and who may exercise all such powers and do all such acts and things as may be exercised or done by the Association that are not by the By-Laws or any special resolution of the Association or by statute expressly directed or required to be done in some other manner. The Board of Directors shall consist of the number of directors as set out in the Letters Patent or such number of directors as may be determined from time to time by special resolution.

Section 2

  Every Director shall be eighteen (18) or more years of age and, subject to Section 286 of the Act, shall be a member of the Association or shall become a member of the Association within ten (10) days after his election or appointment as a Director.

Section 3

       The Directors’ terms of office (subject to the provisions, if any of the Letters Patent and any supplementary Letters Patent of the Association and of the By-Laws) shall be two years from the date of the meeting at which they are elected or until their successors are elected or appointed, with the President, Vice President Regional, Vice President Operations, Director Player Development, Secretary and Director-at-Large elected in even numbered years and the Vice President Administration, Vice President Competitive, Treasurer and VP Novice and Bunnies elected in odd numbered years. So long as there is a quorum of Directors in office, any vacancy occurring in the Board of Directors may be filled for the remainder of the term by the Directors then in office, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith 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. If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

Section 4

The office of a Director shall ipso facto be vacated:

1. If he does not, within ten (10) days after his election  or appointment as a Director become a member, or if he ceases to be a member of the Association,
2. If he becomes bankrupt or suspends payment of his debts generally or compounds with his creditors or makes an authorized assignment or is declared insolvent,
3. If he is convicted or a criminal offence, or is found to be mentally incompetent person or becomes of unsound mind,
4. If by notice in writing to the Association, he resigns his office which resignation shall be effective at the time it is received by the Association or at the time specified in the notice, whichever is later,
5. If he dies, or
6. If he is removed from office by the membership in accordance with Article VII, Section 3, or by the Executive pursuant to Article XI, Section 4J) or Article VI, Section 3.

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Section 5

       Directors shall be the Executive Committee and appointed members in Article V, Section 1. The Secretary shall file a notice following the annual meeting notifying the Ministry of the new slate of Directors.

Section 6

       The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his position as such provided that a Director may be reimbursed for reasonable expenses incurred by him in the performance of his duties.

Section 7

       Subject to Section 70 of the Act, election as a Director shall also be deemed appointment as an Officer of the Association.

ARTICLE V

EXECUTIVE

Section 1

Subject to Section 70 of the Act, The Executive Committee shall consist of the following officers:

1. President
2. Vice President Administration
3. Vice President Regional
4. Director, Player Development
5. Vice President Competitive
6. Vice President Operations
7. Vice President Novice and Bunnies
8. Secretary
9. Treasurer
10. Director-at-Large

who shall be elected at the Annual General Meeting, and 11 Past President

Section 2

       Subject to the By-Laws and Resolutions of the Board of Directors, the Directors may delegate to such Executive any of the powers of the Board of Directors. Subject to the By-Laws and Resolutions of the Board of Directors, the Executive may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit.

Section 3

       Sections 1 and 2 and the other provisions of this By-Law referring to the Executive shall not be effective unless and until this By-Law has been confirmed by at least two-thirds (2/3) of the votes cast at a General Meeting of the members duly called for that purpose.

Section 4

       No member of the Executive may hold more than one position on the Executive but may be one of the Officials appointed by the Executive.

Section 5

       No member of the Executive should be coaching or managing any team in the association without the approval of the Executive.

Section 6

       The members of the Executive shall serve without remuneration and no member of the Executive shall directly or indirectly receive any profit from his position as such provided that a Director may be reimbursed for reasonable expenses incurred by him in the performance of his duties.

ARTICLE VI

MEETINGS OF DIRECTORS AND EXECUTIVE

Section 1

       The quorum for any meeting of the Board of Directors or Executive of the Association shall be a majority of the Directors. Where there is an even number of Directors or members of the Executive, the quorum shall be one-half plus one of the members.

Section 2

       The Board of Directors and the Executive shall hold a minimum of four (4) meetings between June and May inclusive in each year and such additional meetings as it may deem necessary.

Section 3

       If a Director or an Officer of the Association is absent from two consecutive meetings of the Board of Directors or the Executive, then the office may be declared vacant by the Directors or Executive respectively.

ARTICLE VII

MEMBERSHIP

Section 1

       Membership in the Association is open to all residents of the former City of Gloucester and the former township of Cumberland. A person becomes a member of the Association by being registered with the Gloucester-Cumberland Ringette Association or by being the parent or legal guardian of a child or children so registered.

Section 2

       The Board of Directors may designate other persons who reside outside the areas described in Section 1 of this Article to be eligible for membership.

Section 3

       Membership in the Association is not transferable and lapses and ceases to exist upon death or dissolution or when his/her period of membership expires (if any) or when he ceases to be a member by resignation or otherwise in accordance with the By-Laws provided always that the members of the Association may, by resolution passed by at least two-thirds (2/3) of the votes cast at a General Meeting of which notice specifying the intention to pass such resolution has been given, terminate the membership of any member of the Association.

ARTICLE VII

DUES

Section 1

       There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by unanimous vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the members of an Annual or other General Meeting.

Section 2

       The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within thirty (30) days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Corporation, but such defaulting members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the Board of Directors.

Section 3

       Only members who are eighteen (18) years of age or over are entitled to vote at meetings of the Association or be a member of the Executive or Board of Directors of the Association.

ARTICLE IX

RECREATION AREAS

Section 1

       Registration is open to the residents of the former City of Gloucester and the former township of Cumberland and:

1. Canadian Forces Base Ottawa (North) sometimes referred to as Rockcliffe Air Base, and
2. That portion of the area known as Carson Grove, which is situated in the City of Ottawa.

ARTICLE X

ASSOCIATION YEAR

Section 1

       The year shall begin on June 1 and end on May 31 of the following calendar year.

ARTICLE XI

POWERS AND DUTIES OF OFFICERS AND EXECUTIVE

Section 1

       All members of the Executive shall take office on June 1 unless the person assuming such an office is appointed to fill a vacancy resulting from a resignation or displacements by the Executive, in which case the person shall assume such office at such time as designated by the Executive.

Section 2

       Such term of office shall end on May 31 of the calendar year two years following the date of appointment.

Section 3

The duties of each officer of the Association (which may for greater certainty be detailed by position descriptions approved by the Executive) are as follows:

1. President:
   The President is the Chief Officer of the Association and as such shall:
   1. Be the official spokesperson for the Association,
   2. Preside at all its meetings
   3. Exercise the power and authority of the Executive, provided such decisions will be reviewed at the next regular meeting of the Executive, and
   4. Be an ex officio member of all standing and ad hoc committees.

       

2. Vice President Administration:
   The Vice President Administration shall assume all of the duties and responsibilities of the President in the absence of the President, or where the President is unable to act due to illness or other cause or so designates the vice President Administration, and otherwise shall:
   1. Be Responsible for overall administration of the business of the Gloucester-Cumberland Ringette Association, and
   2. Co-ordinate the periodic review of all Association policies.

       

3. Vice President Operations:
   The Vice President Operations shall assist the President and, in the absence of the Vice President Administration, shall perform that person’s duties as required, and otherwise shall be responsible to co-ordinate and oversee activities of the operational appointee positions.

    

4. Vice President Regional:
   The Vice President Regional shall assist the President and, in the absence of the Vice President Operations, shall perform that person’s duties as required and otherwise, shall be the Regional team co-ordinator and be responsible for the operations of the Regional teams at all levels.

    

5. Vice President Competitive:
   The Vice President Competitive shall assist the President and, in the absence of the Vice President Regional, shall perform that person’s duties as required and otherwise shall be the Competitive team co-ordinator and responsible for the operations of the Competitive teams at all levels.

    

6. Secretary:
   The Secretary shall issue notices and agenda for all meetings, maintain records of proceedings and meetings, have custody of all documents and records of the Association except those held by the Registrar, maintain a register of correspondence and receive a copy of any correspondence received or issued by any member of the Executive, and co-ordinate issuance of publicity and promotional material to members, non-members, media and others.

    

7. Treasurer:
   The Treasurer shall be responsible for the financial operations of the Association and more particularly shall pay all accounts and receive all monies on behalf of the Association, keep accurate records of all monies received and disbursed, report at each Executive, regular and Annual General Meeting, and act as Chairperson of the Finance Committee.

    

8. Vice President Novice and Bunnies
   The Vice President Novice and Bunnies is operationally responsible for the Bunny and Novice Program.
9. Director Player Development
10. Director-at-Large  The Director-at-Large shall be responsible for any special duties assigned by the Executive, and will provide general assistance to the other Vice Presidents and Directors as assigned by the Executive.
11. Past President  The immediate Past President shall remain a member of the Executive for a period not to exceed one year with full voting privileges and shall act in an advisory capacity and carry out such duties as are designated by the Executive.

Section 4

The Executive of the Association shall be responsible for the operations of the Association and without restricting the generality of the foregoing:

1. Shall be responsible for carrying out the aims and objectives of the Association,
2. Shall be responsible for setting the rules and regulations for competition and play within such levels of play as it shall establish, approve the placement of teams at these levels and its decision as to the placement of players and teams, the selection and approval of coaches and team representatives, and the interpretation of the rules and regulations shall be final,
3. Shall appoint such Officials as are required to ensure the proper conduct of ringette, including those which are set out in these By-Laws,
4. Shall fix annual registration fees for players and teams as required and may, as well, provide for additional levies on players and teams as deemed necessary,
5. Shall appoint such Standing and Ad Hoc Committees as it deems necessary for the operation of the Association who shall be responsible to, and subject to, the direction of the Executive,
6. Shall appoint a person to fill any Office becoming vacant on the Executive, as soon as possible, following the time at which the position becomes vacant, or, where the Association has failed to fill any Office at its Annual General Meeting, endeavour to fill such office, as soon as possible, save and excepting the office of Past President which can only be filled by the person who was Immediate Past President,
7. Shall establish procedures for the hearing of all protests and appeals and shall receive and determine appeals from decisions of any Committee established by it for such purpose,
8. May suspend for such time as it deems appropriate, expel or discipline a team or any member thereof for:May suspend for such time as it deems appropriate or discipline any coach, trainer, manager, referee or other official connected with any organization or association playing in or forming part of the Association for conduct which is unacceptable to the Executive including, where applicable, such conduct as referred to in Paragraph H) hereof, and may reinstate such person on conditions which it may determine,
   1. Notorious and continued foul play, unfair, unsportsmanlike conduct, or for any conduct unbecoming a person or team representing the Association in any capacity whatsoever, or
   2. Refusing to accept and obey a ruling (or spirit of the ruling) of the Executive. 
      and may reinstate any team or member thereof which is under suspension on conditions which it may determine,
9.  
10. May declare vacant an office of the Executive where the person holding that office is, in the opinion of the Executive, either unable or unwilling to carry out the duties of that office, provided that in so doing two-thirds of the remaining members of the Executive vote to support such action, and
11. Shall resolve such other problems as may arise in a manner, which is considered to be in the best interests of the Association and its members.

ARTICLE XII

COMMITTEES

Section 1

       Committees may be established from time to time by the Executive.

Section 2

       All meetings are at the call of the Chairperson of that Committee.

Section 3

       If a Chairperson of a Committee is not present at a Committee meeting, the members present shall elect a Chairperson for that meeting.

Section 4

       A Committee may meet and adjourn as it thinks proper and questions arising at any meeting shall be determined by the majority of votes of the members present.

Section 5

       Minutes of proceedings shall be tabled at the next regular meeting of the Association Executive.

ARTICLE XIII

OFFICIALS

Section 1

       The Executive shall appoint the following Officials who shall assume their respective duties at such time as designated by the Executive:

1. Referee-in-Chief (Operations),
2. Statistician (Operations),
3. Publicity and Promotion Director (Administration),
4. Registrar (Administration),
5. Ice Scheduler (Operations),
6. Equipment Manager (Operations),
7. Player and Coaching Development Director (Administration), and
8. Tournament Chairperson (Operations).

Section 2

       The duties assigned to these Officials shall be those designated by the Executive as so determined from time to time, in addition to those set out in these By-Laws.

Section 3

       These Officials shall hold these positions until May 31 of the calendar year following the date of appointment.

ARTICLE XIV

DUTIES OF OFFICIALS

Section 1

       The duties of the Officials are as follows:

1. Referee-in-Chief:
   Shall be responsible for the appointment of referees for all games sponsored by the Association and as well for the development and training of referees.
2. Statistician:
   Shall compile team standings and related statistics and be responsible for placing periodically in all Gloucester-Cumberland arenas the most recent standings of teams involved in the various divisions.
3. Publicity and Promotion Director:
   Shall promote and publicize ringette and interface with the media.
4. Registrar:
   Shall be responsible for the registration of all players, teams and organizations with the Association as well as with the Ontario Ringette Association and Ringette Canada, where required.
5. Ice Scheduler:
   Shall be responsible for allocating ice time for games and practices for regular season play and playoffs, and shall with the President or Vice President Operations, negotiate and obtain a fair ice allotment for the various Association programs.
6. Equipment Manager:
   Shall be responsible for storage and maintenance of all Association equipment.
7. Player and Coaching Development Director:
   Shall be responsible for organizing and administering coaches or player development clinics and schools and will attempt to create as many programs as possible to upgrade the skills of both coaches and players.
8. Tournament Chairperson:
   Shall be responsible for organizing and administering the tournaments approved by the Executive

ARTICLE XV

MEETINGS

Section 1

       Subject to compliance with Section 293 of the Act, the Annual Meeting of the members shall be held at such place on such date and at such hour as the Executive shall determine each year, provided that such Annual Meeting shall be held between April 1 and May 31.

Section 2

       At least seven (7) days notice of the meeting shall be given to members of the Association by public notice.

Section 3

       A General Meeting may be called by the Directors or by the Executive or by a request of at least fifty (50) people who are eligible to vote at an Annual Meeting. Such a request shall be in the hands of the President at least fifteen (15) days prior to the proposed meeting date.

Section 4

       The presence of thirty (30) members at an Annual or General Meeting shall be deemed to constitute a quorum for the transaction of any business.

Section 5

       The order of business at each Annual Meeting shall be as follows:

1. Call to order
2. Reading and adoption of the minutes of the previous Annual Meeting and any subsequent General Meetings
3. Treasurer’s report
4. Registrar’s report
5. President’s report
6. Committee reports
7. Ammendments to By-Laws
8. Election of Directors
9. New Business
10. Adjournment

Section 6

       All Executive meetings shall be at the call of the President. If, for any reason, an Executive meeting has not been called by the President within two (2) weeks after being requested by five (5) members of the Executive, a meeting may be called under the Chairmanship of the Vice President Administration.

Section 7

       Subject to such By-Laws as are adopted by the Association, the Directors, Executive, all Committees and the Association in the conduct of all its meetings shall establish such rules of procedure as are necessary for the conduct of any meetings.

Section 8

       In the absence of rules, Roberts Rules of Order shall be used as a guide in making any determination in the conduct of any meeting.

Section 9

       All votes shall be determined by a majority of those voting, subject to such other rules as are established.

Section 10

       The Chairperson of any meeting may vote on any matter or motion being considered.

Section 11

       No member shall be entitled to vote at any meeting of the Association unless he has paid all dues or fees, if any, then payable by him.

ARTICLE XVI

ELECTIONS

Section 1

       Only a member of the Association may nominate a person to stand for election to the Board of Directors or a Committee of the Association or the Executive.

Section 2

       Only a voting member may stand for election to the Board of Directors or a Committee of the Association or the Executive.

Section 3

       An election of Directors at an Annual General Meeting shall not result in there being more than three Directors on the Board of Directors who are involved in any one age level, in any capacity, without the approval of the Executive of the GCRA.

Section 4

       A member must be present at the meeting at which an election is being held to vote thereat.

ARTICLE XVII

NOTICES

Section 1

       Any notice or other document required by the Act, the Regulations, the Letters Patent, Supplementary Letters Patent (if any) or by the By-Laws to be sent to any member or Director or to the auditor shall be delivered personally or sent by prepaid mail or by such other means as may be set out in these By-Laws, to any such member or Director at his latest address as shown in the records of the Association and to the auditor at his business address, or if no address be given therein then to the last address of such member or Director known to the Secretary provided always that 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 thereto.

ARTICLE XVIII

BANKING

Section 1

       Banking arrangements shall be made with such organizations, which in the opinion of the Executive will meet the requirements of the Association.

ARTICLE XIX

SIGNING AUTHORITY

Section 1

       In all banking arrangements, the Treasurer shall have signing authority, countersigned by one of:

1. The President, or
2. The Vice President Administration, or
3. The Vice President Operations.

Section 2

The President, and such other person or persons as designated by the Executive, shall have signing authority on all other matters.

ARTICLE XX

RECORDS AND REPORTS

Section 1

       The Association at its Annual General Meeting shall appoint an auditor to audit the financial statements, and such other records as exist of the Association for the year, and where such appointment is not made, the Executive shall make same no later than thirty (30) days following the end of the year.

Section 2

       The Treasurer shall prepare an interim financial report for presentation at the Annual General Meeting and shall prepare the financial statements and have them ready for audit no later than thirty (30) days following the end of the year, and shall make available to the auditors all such books and records which are in the possession or under the control of the Treasurer.

ARTICLE XXI

AMENDMENTS TO THE BY-LAWS AND RULES AND REGULATIONS

Section 1

       The By-Laws shall only be amended at an Annual or General Meeting by a vote of two-thirds of the members present.

Section 2

       The Rules and Regulations shall only be amended by a two-thirds vote of the members of the Executive present at a meeting thereof.

Section 3

       Notice of Amendments must be given to the Secretary in writing:

1. In respect of the By-Laws, by any member of the Association, thirty (30) days prior to an Annual or General Meeting, and
2. In respect of the Rules and Regulations, by a member of the Executive at a meeting of the Executive prior to the meeting at which the amendments will be voted upon.

Section 4

       The Executive shall review the Rules and Regulations annually and no later than three months after the Annual General Meeting.