BOSL BY-LAWS (Last updated, November 24, 2016)
Be it enacted as a by-law of the Burlington Oldtimers Slo-Pitch League Inc. as follows:
The Head Office of the Corporation shall be in the City of Burlington, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time determine.
The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
A member of the Corporation is defined as a player or team manager whose membership application is accepted by the Board of Directors and whose annual fee is paid in full.
Applications for membership shall be submitted each year to the Board of Directors together with the annual fee and must be approved by the Board of Directors prior to that person obtaining membership privileges.
Applications may be refused by the Board of Directors without the necessity of giving or recording reasons.
All dues and fees tendered with such applications shall be returned to the applicant.
All persons desiring membership shall be required to sign an application in a form prescribed by the Board of Directors of the Corporation containing such affirmations and undertakings as are deemed appropriate by the Board of Directors.
Loss of membership, suspension or other such disciplinary action may occur as in the opinion of a majority of the members of a Disciplinary Committee as selected by the Board of Directors. Unsportsmanlike, dishonest, repeatedly disruptive or drunk and disorderly behaviour may result in action taken by a Disciplinary Committee. The Committee shall also have full power in the enforcement of the rules of Slo-Pitch as adopted by the Corporation.
The Burlington Oldtimers SloPitch League is a draft league with an intention to maximize player movement between teams from season to season. No mechanism (save for draft limitations set by the elected Board of Directors), formal or informal, shall be permitted to cause or prevent a particular player being on the same team as any other player or player. Exception: on a one-time basis, a reasonable request to play with a family member, if approved by the elected Board of Directors, will be enforced.
Returning members from the previous season, provided their registration has been accepted by the elected Board of Directors and their registration payment has been made by September 30th, will receive first priority for placement in the annual player draft. Registration after this time, registration (which includes the required payment to be considered complete) will be open and inclusive and will be on a first come, first served basis for the following season. The registration period will be determined by the sitting Board of Directors and communicated to all existing and potential members via the League Website along with any other form of communication deemed acceptable by the Board. The Board of Directors reserves the right to set the limit of members in any given year based on, but not limited to, number of teams and/or number of players per team.
BOARD OF DIRECTORS
Any member of the Corporation is eligible to become a member of the Board of Directors by being elected at the Annual General Meeting or by being appointed by the current Board of Directors as specified in the section: Vacancies, Board of Directors. Members of the Board of Directors of the Corporation shall receive no remuneration for acting as such.
The Board of Directors has the responsibility of administering the affairs of the Corporation as outlined in By-law No 1. It is the prerogative and responsibility of the Board of Directors to update or amend the by-laws of the League, subject to approval at the Annual General Meeting.
The Board of Directors shall consist of a minimum of three (3) and a maximum of nine (9) members. Each member of the Board of Directors shall, except as herein otherwise provided, be elected by majority vote by members of the Corporation at the Annual General Meeting. Each member of the Board of Directors shall be elected to hold office for a term of one (1) year or until the next Annual General Meeting unless he shall resign or his office becomes vacant by his death, removal or other cause. Each member of the Board of Directors will be subject to a maximum of six (6) consecutive terms in office unless serving a second or third year as President.
Vacancies, Board of Directors In case of a vacancy on the Board of Directors, the remaining members of the Board of Directors will be permitted, if deemed necessary, to appoint a successor(s) for the balance of the current term.
MEETINGS OF THE BOARD OF DIRECTORS
A quorum at all meetings of the Board of Directors shall be five (5) except when special resolutions are to be passed, when a minimum of seven (7) members of the Board of Directors is required.
Meetings of the Board of Directors shall be held at such times and places as may be determined by the Board of Directors. At least three (3) days notice shall be given to all meetings of the Board of Directors, unless such notice is waived by all members of the Board of Directors. A member of the Board of Directors absent from two (2) consecutive meetings without due cause, is liable to censure by his peers and potential forfeiture of office.
At all meetings, each member of the Board of Directors present shall have one (1) vote. The President shall act as Chairman of all meetings and in his absence; the Vice-President or other member of the Board of Directors designated by the President shall occupy the Chair. In the event of a tie vote, the Chairman shall
have a second or deciding vote.
POWERS OF THE BOARD OF DIRECTORS
The Board of Directors of the Corporation may administer the affairs of the Corporation in all things, and may make or cause to be made for the Corporation, in its name any description of contract that the Corporation may lawfully enter into and generally may exercise all such other powers, and do all such other acts and things which the Corporation is by its Charter or otherwise, authorized to exercise and do.
Without in any way derogating from the foregoing, the Board of Directors, by resolution, is expressly empowered to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of bonds, debentures, shares, stocks or immovable or fixed, real or personal, or any right or interest therein, owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.
The Board of Directors of the Corporation shall determine remuneration of employees and officers of the Corporation.
A list of candidates for election to the Board of Directors shall be submitted to each member at least two (2) weeks prior to the Annual General Meeting.
Any member of the Corporation wishing to become a candidate for election to the Board of Directors other than existing members of the Board of Directors shall express his intentions in a written declaration signed by him and two (2) members in good standing. This declaration must be presented to the Board of Directors at least twenty-one (21) days prior to the Annual General Meeting.
An Elections Officer will be appointed by the Board of Directors prior to the Annual General Meeting. The appointee shall be a member of the Corporation in good standing who is not a member or honorary member of the Board of Directors or a candidate for same. At the meeting, the members present shall select an assistant or assistants as required from the membership present to assist the Elections Officer. The Elections Officer shall be responsible for ensuring that the election is conducted in accordance with the by-laws of the Corporation.
The Elections Officer shall provide each member present with a list of all candidates. He shall provide each voting member present with an initialled ballot with spaces equal to the number of members of the Board of Directors to be elected.
To ensure that each voter casts only a single ballot, the Elections Officer shall keep a list of all voters and shall stroke off the name of each voter once their ballot has been deposited in the ballot box. The Elections Officer and assistant(s) will count the votes, announce the results and record the number of votes for each candidate in the minutes of the meeting. There shall be an immediate recount on the request of any member of the Corporation present.
Following the election, the cast ballots will be returned to the ballot box, which shall be sealed and kept in the office of the Corporation for two (2) weeks before the ballots are destroyed. During this period, any member of the Corporation may requisition a Special General Meeting for the purpose of recounting the votes. If such a meeting is called, the ballots shall be kept until the date of the meeting. In the event of a tie vote, a run-off shall be held between the candidates who are tied.
DUTIES OF THE MEMBERS OF THE BOARD OF DIRECTORS
The Executive Officers of the Corporation shall be the President, Vice-President (if that position is filled), the Treasurer and the Secretary. The Executive Officers shall be elected or appointed by the Board of Directors at its first meeting after the Annual General Meeting. The Board of Directors may also elect or appoint at any time, such other Executive Officers, as the Board of Directors may deem expedient. All Executive Officers of the Corporation shall hold office until their successors are chosen, subject always to removal as provided in the by-laws of the Corporation.
The President will be elected annually by the members of the Board of Directors.
He will hold office in that position for a term of one (1) year or until the next Annual General Meeting unless he shall resign or his office becomes vacant by his death, removal or other cause. He will be subject to a maximum of three (3) consecutive terms in office whereupon he will then become Past-President.
The President will preside at all meetings of the Members and at all meetings of the Board of Directors. He shall be the Chief Executive Officer of the Corporation and shall exercise a general control of supervision over its affairs.
The President shall appoint such special committees as he considers necessary at any time or on the majority vote of the members present at any meeting, he shall appoint committees as they direct.
When a new President is elected, the current President will then hold the office of Past-President for a period of one (1) year. The Past-President is an honorary member of the Board of Directors and may choose to attend meetings of the Board of Directors during this period, but he will do so without voting privileges.
A Past-President will again be eligible to become a voting member of the Board of Directors three (3) years following the expiration of his last term as President.
The Vice-President shall have such powers and duties as may be assigned to him by the President or by resolution of the Board of Directors. In case of the absence or disability of the President, the Vice-President may exercise the powers and perform the duties of the President. If such Vice-President shall exercise any of the powers or perform any of the duties of the President, the absence of the President shall be assumed.
The Treasurer shall have general charge of the finances of the Corporation. He shall deposit all monies and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or other depositaries as the Board of Directors may authorize him to designate. He shall render to the Board of Directors an account of the financial condition of the Corporation and of all transactions as Treasurer as soon as possible after the close of the financial year. He shall make and submit to the Board of Directors a like report for such financial years. He shall have charge and custody of and be responsible for the keeping of the books of account required to be kept pursuant to the laws governing the Corporation. He shall perform such other duties as appertain to his office of Treasurer or as may be required by the Board of Directors.
The Secretary shall attend to the service of all notices of the Corporation and shall maintain all books or records required to be kept for that purpose. He shall keep in safe custody the corporate seal of the Corporation. He shall have charge of the records of the Corporation, including books containing the names and addresses of the general membership and those of the members of the Board of Directors of the Corporation, together with copies of all reports made by the Corporation, and such other books and papers as the Board of Directors may direct. He shall be responsible for the keeping and filings of all books, records and other documents required by law to be kept and filed by the Corporation. He shall perform such other duties as appertain to his office of Secretary or as may be required by the Board of Directors.
Other Members of the Board of Directors
Other members of the Board of Directors will perform such appropriate duties as are designated by the President.
THE ANNUAL GENERAL MEETING AND OTHER MEETINGS OF MEMBERS
The Annual General Meeting of members of the Corporation shall be held during the month of October each year.
A Special General Meeting may be called at any time by the President, the Board of Directors or at the written request of ten (10) members of the Corporation.
At such meeting, no other business other than that specified in the Notice of such Special General Meeting shall be transacted. Ten (10) days clear notice shall be given to each member of the Corporation of such Special General Meeting. Such notice being given by regular mail, facsimile or Electronic Mail (E-Mail) to the address of each member of the Corporation as it appears on the register of the Corporation.
No error or omission in giving notice of any Annual or Special Meeting or any adjourned meeting, whether Annual or Special, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat.
Any member of the Corporation may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member of the Corporation, member of the Board of Directors or Executive Officer of the Corporation, it shall be his last address recorded on the books of the Corporation.
QUORUM OF MEMBERS OF THE CORPORATION
Proposed amendments to the By-laws or Articles of Incorporation must be presented to the Secretary in writing, signed by ten (10) members of the Corporation in good standing at least thirty (30) days prior to the Annual General Meeting.
Such amendments must be circulated to all members at least two (2) weeks prior to the Annual General Meeting. In order for an amendment to be passed, it must receive the assent of at least fifty percent (50 %) of the membership present at the time the vote is taken. Amendments to the Constitution will be on a trial basis for a period of one (1) year and, if not altered at the next Annual General Meeting, will then become part of the Constitution.
A quorum at all Annual General Meetings and Special General Meetings of the Corporation shall not be less than twenty (20) members in good standing not including current members of the Board of Directors. If a quorum is present at the commencement of business at any Annual General Meeting or Special General
Meeting, then all proceedings of such meetings shall be valid notwithstanding that a quorum may not be present at the time any vote is taken.
The Board of Directors shall fix and determine from time to time, by resolution, the annual dues and fees payable by all members of the Corporation and shall also fix the dates at which dues or fees are required to be paid.
EXECUTION OF DOCUMENTS
All funds of the Corporation shall be deposited by the Treasurer in a financial institution approved by the Board of Directors and shall be credited to the account of the Corporation.
The Board of Directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are properly kept. A financial statement will be prepared on an annual basis by an independent accountant or auditor.
All cheques, drafts or orders for payment of money and all notes, acceptances, bills of exchange and contracts entered into on behalf of the Corporation shall be executed under seal by the President and/or the Treasurer plus one other Executive Officer of the Corporation in good standing.
The fiscal year of the Corporation shall commence on the first day of October and terminate on the last day of September of each year.
All cheques, bills, exchanges or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by the President and/or Treasurer together with any other Executive Officer of the Corporation or in such other manner as shall from time to time be determined by resolution of the Board of Directors. The President and/or the Treasurer may alone endorse notes and drafts for collection on account of the Corporation through its bankers and may endorse notes and cheques for deposit with the Corporation’s bankers for the credit of the Corporation or the same may be endorsed “FOR COLLECTION” or ‘FOR DEPOSIT’ with the bankers by using the Corporation’s rubber stamp for that purpose. The President and/or the Treasurer together with one other Executive Officer of the Corporation, may arrange, settle, balance and certify all books on behalf of the Corporation and may receive all pay cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.
DEPOSIT OF SECURITIES FOR SAFEKEEPING
The securities of the Corporation 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 the written order of the Corporation signed by the President and/or the Treasurer together with one other Executive Officer of the Corporation. The institutions that may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the direction of the Board of Directors and shall in no event be liable for the due application of the proceeds thereof.
GRANTS AND SUBSIDIES
The Corporation may solicit, receive and use grants, donations, subsidies and other forms of assistance, financial or otherwise, under such terms and conditions as the Board of Directors, by resolution may deem fit.
INDEMNIFICATION OF MEMBERS OF THE BOARD OF DIRECTORS
All members of the Board of Directors and their heirs, executors, administrators, assigns, estates and effects, respectively, shall at all times be indemnified out of the funds of the Corporation from:
All costs whatsoever that the person incurs in any proceedings that is brought against the person for anything whatsoever made, done or permitted by the person in the execution of the duties of the office.
All other costs that the person incurs in or in relation to the affairs of the Corporation, except the costs occasioned by the person’s own wilful neglect as determined by the Board of Directors of the Corporation.