BY-LAW NUMBER 1
A by-law relating generally to the conduct of the affairs of the Kitchener Minor Hockey Association. BE IT ENACTED and it is hereby acted as a by-law of the Kitchener Minor Hockey Association hereinafter called the "Corporation" as follows:
1: HEAD OFFICE
The Head Office of the Corporation shall be in the City of Kitchener, in the Regional Municipality of Waterloo, and at such place therein as the Directors of the Corporation may from time to time by resolution fix.
2: SEAL
The Seal, an impression hereof is stamped in the margin hereof, shall be the seal of the Corporation.
3: OBJECTIVES
The Objectives of the Kitchener Minor Hockey Association are to promote, govern and improve organized hockey in the City of Kitchener as a member of the Minor Hockey Alliance of Ontario, the Ontario Women's Hockey Association, the Ontario Hockey Federation and the Canadian Hockey Association.
a) to maintain and increase the interest in the game of hockey;
b) to foster among its members, supporters and teams a general community spirit;
c) to have and exercise a general care, supervision and direction over the playing interests of its teams and players.
4: DIRECTORS
The affairs of the Corporation shall be managed by a Board of Directors composed of an Executive Committee and an Operating Committee. The Executive Committee will be the President, Past President or Acting Past President, Vice-President Boys Rep, Vice-President Girls Hockey, Vice-President HL Senior Divisions, Vice President HL Junior Divisions, Associate Vice President and Directors of Finance (appointed), Sponsorship, Donna Weber Sponsored Children’s Program, Tournaments, Special Events, Volunteers (added 2016) and allow attendance by a representative from the City of Kitchener. The Operating Committee will consist of the 5 VP’s acting as chairperson(s), two Directors of Boys Rep/Minor Development Hockey, three Directors of Boys House League Hockey, one Director of Girls' Rep Hockey, one Director of Girls House Local League Hockey, the Technical Director of Officiating (appointed), and the Director of Special Hockey Programs. (added 2009)
The Executive Committee may exercise all powers and do all such acts as may be exercised or done by the Corporation and are not by the bylaws or any special resolutions of the Corporation or by statute expressly
directed or required to be done by the corporation at a general meeting of members entitled to vote. Each Director shall be eighteen (18) or more years of age and must be a voting member of the Corporation.
The Directors' term of office shall, subject to the provision, if any, of the Letters patent or Supplementary Letters Patent of the Corporation, be from the date of the meeting at which they were elected or appointed for a period of two (2) years until the annual meeting at which time an election is to take place, or until their successors are elected or appointed. Each year one-half of the Executive Committee and Operating Committee will have their term expire. A Director, whose term of office has expired, shall, if otherwise qualified, be eligible to be re-elected.
5: TERM OF OFFICE -
Elected in Even numbered years:
Vice President Boys Rep, Vice-President HL Senior Divisions, Director of Finance (appointed by board), Director of the Donna Weber Sponsored Children’s Program (appointed by board), Director of Boys Rep & Minor Development - Peewee to Midget Teams, Director of Boys House League Teams – PeeWee - Bantam, Director of Girls Rep Hockey, Technical Director of Officiating (appointed by board), Director of Volunteers, Director of Boys House League – Initiation Programs.
Elected in Odd numbered years:
President, Vice President Girls Hockey, Vice President HL Junior Divisions, Associate Vice President Director of Sponsorship, Director of Tournaments, Director of Special Hockey, Director of Representative and Minor Development – Novice to Minor PeeWee, Director of Girl’s Local League Hockey, Director of Special Events
6: DIRECTORS
The voting members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his/her term of office and may, by a majority of votes cast at that meeting, elect any person in his/her stead for the remainder of his/her term.
A Director, whose term of office has expired, shall if otherwise qualified, be eligible to be re-elected.
The Executive Committee shall have the power to dismiss or suspend teams, team officials, referees or minor officials, players, league administrators, or any other member of the Association.
All dismissed or suspended teams, team officials, referees or minor officials, players, league administrators, or any other member of the Association shall be entitled to a hearing and appeal process regarding the above. The process that shall be followed as adopted by the Association and entered into the policy manual.
7: REMUNERATION FOR DIRECTORS
The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his/her position as such. If an occasion arises whereby a director could conduct business with the association at least two other businesses must be given the opportunity to tender a quote. A Director may be paid or reimbursed for reasonable expenses incurred by him/her in the performance of his/her duties.
8: MEETINGS OF DIRECTORS
Meetings of the Board of Directors may be held either at the Head Office or any other place at the call of the President or any two Directors at any time. The General Manager, by direction of any such Officer or any two Directors, shall convene a meeting of Directors. Notice of any such meeting shall be delivered, electronically communicated, telephoned, or faxed to each Director not less than three (3) days (exclusive of the day on which the notice is delivered, telephoned, faxed but inclusive of the day for which notice is given) before the meeting is to take place; provided always that meetings of the Board of Directors may be held at any time without formal notice if all Directors are present or those absent waive notice or signify their consent in writing to the meeting being held in their absence. Notice of any irregularity in any meeting or the notice thereof may be waived by any Director.
For the first meeting of the Board of Directors held immediately following the election of Directors, no notice shall be necessary in order to constitute the meeting, provided that a quorum of the Directors is present. For a meeting of the Board of Directors at which a Director is appointed to fill a vacancy in the Board, no notice shall be necessary to the newly appointed Director.
Five (5) Executive committee members or Operating committee members respectively shall constitute a quorum for the transaction of business for either committee. Nine (9) members of the Board of Directors shall constitute a quorum for a complete meeting of the board of directors. A Director who will be absent for any reason may designate an alternate who is a member in good standing from his/her respective division, who shall have full privileges as assigned by the Director. The designation of an alternate must be communicated through the association’s General Manager or President in writing prior to the start of any meeting before quorum is determined and shall be attached to the minutes of the meeting. Questions arising at any meeting of Directors shall be decided by a majority of votes. The chairperson may not vote unless there is an equality of votes. In the case of an equality of votes, the Chairperson shall have a determining vote. A meeting of the Board of Directors shall be held at least once a month on dates designated by the President except where there is no corporation business to be addressed.
Regularly scheduled meetings shall be open to the public but in order for members of the public to address any issue, he/she must state their intent and submit their request, in writing, to the Kitchener Minor Hockey Association Office at least seven (7) business days prior to the scheduled Board of Directors' meeting. The request must receive permission from the president (or Chairperson) in order to speak and does so only at the president’s pleasure.
9: PROTECTION OF DIRECTORS
Every Director or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and their heirs, executors and administrators and estate and effects, respectfully, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Corporation from and against:
a) All costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit, or proceeding which is brought, commenced or prosecuted against
him/her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him/her in or about the execution of his/her duties of his/her office or in respect of any such liability.
b) All other costs, charges and expenses, which he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default.
c) No Director or Officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency of title to any property acquired by order of the Board of Directors for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatsoever which may happen in the execution or supposed execution of the duties of the respective office or trust or in relation thereto unless the same shall happen by or through his/her own willful act or his/her own willful default.
10: NOMINATING COMMITTEE
The President shall, not less than forty five (45) days prior to each annual meeting at which an election is to take place, appoint a nominating committee which shall consist of the Past President, and three present or past members of the Board of Directors, or failing them, three voting members. The nominating committee shall carry out the duties placed on it in accordance with this by-law and, subject thereto, otherwise as instructed by the Board of Directors.
11: NOMINATION OF DIRECTORS
NOMINATION OF DIRECTORS
The Board of Directors shall submit to each annual meeting at which an election is to take place, a list of nominees and their positions approved by the Board, sufficient to fill all the vacancies on the Board. The nominating committee shall, prior to such annual meeting of members, make due enquiry and nominate at least as many members in good standing who consent and undertake to act as a Director, if elected, as may be required to fill all vacancies on the Board and shall report such nomination to the Board and members not less than thirty (30) days prior to such annual meeting. The representative of the City or Kitchener Community Services Department shall be appointed by the Director of Community Services immediately following the annual meeting.
A nomination shall be accepted from a member in good standing for the office of Director provided the nominee submits in writing his/her intention to the Chair of the Nominating Committee not less than two (2) weeks prior to the Annual Meeting.
A nomination shall not be accepted for President who is not a current Vice President and in good standing prior to this nomination.
A nomination shall not be accepted for the office of any Vice-President who is not a current Board of Directors and in good standing prior to this nomination.
12: VACANCIES IN THE BOARD OF DIRECTORS
Vacancies on the Board of Directors, however caused, may, so long as a quorum remains in office, be filled by the Board of Directors from among the qualified members of the corporation if they shall see fit to do so, otherwise such vacancies shall be filled at the next annual meeting of the members at which the Board of Directors for the ensuing year are elected, but if there is not a quorum, the remaining members of the Board of Directors shall forth with call a meeting of the members to fill the vacancy.
If the number of Directors is increased between the terms, a vacancy or vacancies to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner provided. The number of Directors of the Corporation may be increased or decreased by special resolution of the Board confirmed by a two-thirds majority of the members at the annual meeting or a special meeting called for that purpose.
13: OTHER COMMITTEES
a) The Board of Directors may from time to time as deemed necessary, appoint committees of such number of Directors as may be deemed desirable and may prescribe their duties.
b) Any committee so appointed may meet for the transaction of business, adjourn and otherwise regulate its meetings, as it thinks fit.
Quorum for special/tournament committees will be determined by policy of the board of directors. Questions arising in any meeting of the committee shall be decided by a majority of votes and in case of an equality of votes, the chairperson of the meeting shall have the deciding vote.
14: OFFICERS
The members of the Corporation shall direct the Board of Directors to fill the positions of a President, four Vice Presidents, Associate Vice President, Directors of Finance, Special Events, Sponsorship, Tournaments, Volunteers, and Donna Weber Sponsored Children’s Program, for the Executive Committee and two Directors of Boys' Representative and Minor Development Hockey, three Directors of Boys' House League Hockey, one Directors of Girls Rep Hockey, one director of Girls’ Local League Hockey, one Director of Special Hockey, and Technical Director of Officiating, to form the Operating Committee. All positions with the exception of the President, Past President, and the Vice-Presidents (including Associate Vice President) will be filled from the general membership as the Board may deem expedient, at the Annual Meeting of the Corporation and shall hold office until the following election, or until such an officer's successor has been duly elected or appointed. The position of President, must be filled with a person who is a current Vice President and in good standing, while the Vice Presidents, must be filled with persons who are current Board of Director members and are in good standing with the Association.
15: DUTIES OF THE PRESIDENT
The President shall, when present, preside as chairperson at all meetings of the Corporation, the Board of Directors and is an ex-officio member of all committees. The President, subject to the direction of the Board, shall be charged with the general management and supervision of the overall policies and affairs of the Corporation.
He/she shall sign such documents as may require the President's signature in accordance with the Corporation's by-laws or otherwise and shall perform such duties as may be assigned by the Board. The President shall report to the board and other committees from time to time, and upon request, on any phase of the management and operation of the Corporation and generally as to its affairs. The President shall be, an ex officio, voting member of all committees of the Board. The President shall have the power to suspend teams, team officials or players, subject to ratification by the Executive Committee.
The President will sit as the chair of the Association Human resources committee and liaise with the staff of the association in all formal matters.
16: DUTIES OF THE IMMEDIATE PAST PRESIDENT
In the case of no natural successor from the President to the Past President's position, the current President may nominate a Director or Kitchener Minor Hockey Association Life Member to fill this position for one term or for a defined period of time less than one term. The appointment of such person as Past President requires Executive Committee approval. In the event that the President is absent or unable to act the Past President shall have and exercise all the powers of President and at all times be an ex-officio voting member of all Association committees. In the case of a person being approved to serve in this position, their title shall be Past President for the duration of their term of office. He/she may also be responsible for chairing Discipline committee meetings internal appeals and representing the Kitchener Minor Hockey Association at Branch, Provincial or National appeals.
17: DUTIES OF THE VICE-PRESIDENTS
In the event that the President or the Past President are absent or unable to act, the Executive Committee will appoint one of the Vice-Presidents to exercise all the powers of the President and all Vice-Presidents shall at all times be ex-officio voting members of all committees. One of the Vice-Presidents will be responsible for preparing for the position of President.
In the event that the President, the Past President, and the Vice-Presidents are absent or unable to act, the Board of Directors, so long as a quorum (9 board members) are present, will appoint a current Director to have and exercise all the powers of the President
The Vice-President Boys Rep will be responsible for overseeing the operations of all boys’ representative programs, and act as a mentor for the Directors associated with that program. The Vice-President Girls Hockey will be responsible for overseeing the operations of all girls programming both Representative and Local League, and act as a mentor for the Directors associated with the girls’ programs. The Vice Presidents of HL Junior and Senior divisions will be responsible for overseeing the operations of all House League programming, and act as a mentor for the Directors associated with the House League programs. The Associate Vice President will be responsible for special projects as well as assisting the other Vice Presidents with their daily workload. They will have authority as a Vice President when interacting with any KMHA program.
The remaining duties of the Vice-Presidents will be equally divided among the 5 Vice-Presidents by the Executive committee in order to effectively and successfully assist the operation of all programs within the Corporation. The following duties will be appointed, chairperson of the Operating Committee including all reporting of activities to the Executive Committee, responsibility for tendering for equipment and participant awards, responsibility for the inventory, repair, purchasing, maintenance and disbursement of equipment, and responsibility for the coordination and presentation of participant/volunteer awards and to generally oversee the equipment and awards areas for the Association.
18: DUTIES OF THREE DIRECTORS RESPONSIBLE FOR HOUSE LEAGUE TEAMS
These Directors shall oversee the operation of the Boys (coed) House Leagues, appoint or suspend League Conveners, delegate authority to a League Convener, approve or suspend team officials and players for the House Leagues subject to recommendation by the Operating committee and ratification by the Executive committee and generally have the authority to enforce the rules, regulations and guidelines established by the Kitchener Minor Hockey Association.
19: DUTIES OF THE DIRECTOR OF VOLUNTEERS
This Director shall sit on the executive committee of the board of directors. He/She will be responsible for the recruitment, retention, and screening protocols of volunteers for the Kitchener Minor Hockey Association. He/She will work in concert with all directors of KMHA to determine volunteer needs as well as to reach our target market for volunteers. This director will work with the Risk Management committee to ensure that proper screening protocols are used for police checks. He/She will manage the list of disallowed volunteers/participants/spectators with the staff of KMHA.
20: DUTIES OF THE DIRECTORS RESPONSIBLE FOR REPRESENTATIVE AND MINOR DEVELOPMENT TEAMS
These Directors shall oversee the operation of the Representative and Minor Development Teams, appoint or suspend League Conveners, delegate authority to a League Convener, approve or suspend team officials and players for the Representative and Minor Development Leagues subject recommendation by the Operating committee and ratification by the Executive committee, and generally have authority to enforce the rules, regulations and guidelines established by the Kitchener Minor Hockey Association.
21: DUTIES OF THE DIRECTOR OF GIRLS REPRESENTATIVE HOCKEY
This Directors shall oversee the operation of the Girls' Representative Teams, appoint or suspend League Conveners, delegate authority to a League Convener, approve or suspend team officials and players for the Girls' Representative Teams subject to recommendation by the Operating committee and ratification by the Executive committee, and generally have authority to enforce the rules, regulations and guidelines established by the Kitchener Minor Hockey Association.
22: DUTIES OF DIRECTOR OF GIRLS LOCAL LEAGUE HOCKEY
This Director shall oversee the operation of all Girls' Local League Teams, appoint or suspend league conveners, delegate authority to a league convener, approve or suspend team officials and players for the Girls’ Local League Teams subject to recommendation by the Operating committee and ratification by the Executive committee, and generally have authority to enforce the rules, regulations and guidelines established by the Kitchener Minor Hockey Association. This Director will oversee the administration of the Kitchener Girls’ Local League and have the authority to execute on tasks as required for the purposes of operating the KGLL in line with the principles and spirit of KMHA.
23: DUTIES OF DIRECTOR RESPONSIBLE FOR SPONSORSHIP
He/She shall co-ordinate, solicit and secure sponsors within the community for the Kitchener Minor Hockey Association House Leagues (boys and girls) and Rep programs. The director will work with the director of tournaments to provide oversight and delegate authority for Association tournament sponsorship to a member serving on a tournament committee. The aforementioned authority can be for all tournaments or on an individual basis as deemed appropriate by this director and the director of tournaments from time to time. The director may delegate authority to members serving on a sponsorship committee, dismiss committee members, and approve or decline sponsorship proposals subject to recommendation by the Operating committee and ratification by the Executive committee, and generally have authority to enforce the rules, regulations and guidelines established by the Kitchener Minor Hockey Association. This director will provide sponsorship support to the Donna Weber Sponsored Children's Fund.
24: DUTIES OF TECHNICAL DIRECTOR OF OFFICIATING
This Director shall sit on the Operating committee and act as a liaison between the Board of Directors and the Game Officials. He/She shall foster a proper development program of game officials with the Kitchener Minor Hockey Association through a system of regular supervision/evaluation with fair opportunity given to all officials to attend upgrading clinics. Regular written reports will be provided to ensure that there is a proper development of sufficient numbers of game officials to support the demands of the Kitchener Minor Hockey Association. He/She shall have the authority to discipline, suspend or dismiss a game official, subject to ratification by the Executive Committee. This Director will work with the Operating Committee members to promote respect for all participants within the game of hockey locally.
25: DUTIES OF DIRECTOR OF TOURNAMENTS.
He/She shall also be responsible for representing the Board of Directors on Tournament Committees - Oktoberfest Atom Hockey Tournament as per constitution, the Blueline Tournament, the Jason Cripps Tournament, the Consolation and Championship Days and the Record Trophy when applicable. He/She will have the power to appoint or suspend tournament Committee Chairpersons and members, delegate authority to committee members, approve or suspend tournament volunteers or off ice officials and players subject to recommendation by the Operating committee and ratification by the Executive committee, and generally have authority to enforce the rules, regulations and guidelines established by the Kitchener Minor Hockey Association. This director will work with the Director of Sponsorship to provide oversight and delegate authority for Association tournament sponsorship to a member serving on a tournament committee. The aforementioned authority can be for all tournaments or on an individual basis as deemed appropriate by this director and the director of sponsorship from time to time.
26: DUTIES OF DIRECTOR OF SPECIAL EVENTS
This Director shall be responsible for organizing and overseeing special events (such as volunteer dance, OHF championships, Special Hockey International tournament) as approved by the executive committee. These events may be operated or organized in conjunction with other directors as appropriate. This director will be responsible for recruiting/organizing volunteers for special events run by KMHA as directed by the executive committee. This director has the authority to appoint/dismiss event committee members, delegate authority to committee members, approve or suspend event volunteers or participants subject to recommendation by the Operating committee and ratification by the Executive committee, and generally have authority to enforce the rules, regulations and guidelines established by the Kitchener Minor Hockey Association
27: DUTIES OF DIRECTOR OF FINANCE
The Director of Finance shall oversee the regular accounting activities of the Kitchener Minor Hockey Association office, prepare monthly financial statements for presentation at meetings of the Executive Committee and work with the Finance Committee to address plans and changes as required during the course of each year. He/She shall oversee the requirement for proper bank signing authorities as approved by the Board. He/She shall arrange to have the books and/or financial statements audited by an independent accounting firm as requested by the Executive Committee. He/She shall present at each annual meeting of the Corporation a report of the year's operation and any duly audited financial statements. All books, records and accounts pertaining thereto shall be open at all times for inspection by the Officers, Board of Directors, Accountants or any Committee appointed for that purpose.
28: THE GENERAL MANAGER
28.1 EMPLOYMENT OF GENERAL MANAGER:
The Association shall employ a General Manager to administer the business of the Association.
28.2 DUTIES
His/her duties shall include, but not necessarily be restricted to, keeping an accurate record of the proceedings of the Association and a register of the member participants, teams of the Association and honorary life members. He/she shall conduct such other business as necessary for the well-being of the Association.
He/she shall receive the minutes of all Standing Committees from the appropriate chairperson and distribute them to all members of the Executive Committee and the Operating Committee.
The office of the General Manager shall prepare the paper work for the payment of all accounts.
28.3 NOTICE OF MEETINGS
He/She shall publish notice of the Annual Meeting at least seven (7) days in advance of the meeting. He/She shall notify the Board of Directors and other hockey personnel deemed necessary, of the time, location and dates of meetings.
28.4 Tenders/Purchase Orders
He/She shall be responsible for working with the VP’s to administer the tendering process for sweaters, outerwear, trophies and photography.
28.5 Other Duties
He/She shall work in close co-operation with all Directors to; oversee the coordination of player registrations; receive and certify all player rosters. He/She shall be responsible for overseeing the obtaining of ice time and dispersing of ice time to the League Conveners for their respective divisions. He/She shall act as liaison between the Minor Hockey Alliance of Ontario, the Ontario Women’s Hockey Association, and the Ontario Hockey Federation as well as overseeing processing of travel permits for exhibition games and tournaments for the Association.
He/She shall oversee the appointment of referees and timekeepers for all scheduled Representative, Minor Development House League games. He/She shall authorize payment of timekeepers and referees.
29: DUTIES OF DIRECTOR OF THE DONNA WEBER SPONSORED CHILDREN’S PROGRAM
This Director, responsible for the Donna Weber Sponsored Children’s Program, will coordinate the Fee Subsidy Program (as outlined by the Association) while maintaining the privacy of all participants. She/He shall have the authority to appoint and/or discipline Program volunteer(s), subject to ratification by the Executive Committee. This director shall be appointed by the board of directors and hold office for two years.
30: DUTIES OF DIRECTOR RESPONSIBLE FOR SPECIAL HOCKEY PROGRAMS
This Director shall oversee the operation of the Kitchener Ice Pirates Special Hockey Program, appoint coaching and management staff subject to recommendation by the Operating committee and ratification by the Executive committee, approve or delegate approval for scheduled exhibition and tournament games, and generally have the authority to enforce the rules, regulations and guidelines established by the Kitchener Minor Hockey Association. He/She shall oversee registration procedures pursuant to Special Hockey programs and submit to the board all policy, rules, or guidelines to be followed by program staff.
This director shall be a member of the KMHA operating committee with voting rights.
This director shall hold office for 2 years and be elected by the Kitchener Minor Hockey registered voting members; in odd numbered years.
31: VACANCIES OF OFFICE
If a vacancy shall occur in any office by reason of death, resignation, disqualification or otherwise, the Directors may by resolution elect or appoint a person to fill such vacancy.
32: EXECUTION OF INSTRUMENTS
Deeds, transfers, contracts or any instruments in writing requiring the signature of the Corporation shall be signed by the Treasurer, together with, either the General Manager, President, or one other designated officer of the Board, and all contracts, Deeds, transfers and instruments in writing, so signed, shall be binding upon the Corporation without further authorization or formality.
The Board of Directors shall have power from time to time, by resolution, to appoint any Officer or Officers or any person or persons on behalf of the corporation either to sign contracts, documents and instruments in writing generally, or to sign specific contracts, documents and instruments in writing. The seal of the corporation may, when required, be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers, person or persons, appointed as aforesaid by resolution of the Board of Directors. The term "contracts, documents and instruments in writing" as used herein shall include deeds, mortgages, hypotheca, charges, conveyances, transfers, and assignment of property real or personal, immovable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writing.
In particular, without limiting the generality of the foregoing, either the President or the General Manager, or one of the Directors, together with the Treasurer shall have the authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants, or other securities owned by or registered in the name of the corporation and to sign and execute under the corporate seal of the Corporation or otherwise all assignments, transfers, conveyances, power of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.
33: AUDITORS
One or more auditors or chartered accountants shall be appointed by the members at each annual meeting and hold that position until the next annual meeting, unless previously removed by resolution passed by at least two-thirds of the votes cast at a general meeting of members.
34: FINANCIAL YEAR
The financial year of the corporation shall terminate on the 30th day of April 2004 and thereafter the financial year of the corporation shall terminate on the 30th day of April in each year or such other date as the Directors shall by resolution from time to time determine.
35: MEMBERSHIP
a) The membership shall consist of all the hockey clubs in the City of Kitchener who operate under the jurisdiction of the Kitchener Minor Hockey Association and who comply with the requirements of its by-laws, rules and regulations; Life Members, Board of Directors and members in good standing. A member in good standing is defined as any Life Member, Director, Coach (Assistant) Manager, (Assistant), League Administrators, Trainer (Assistant), K.M.H.A. Volunteer Committee League Administrator or member of the Kitchener Minor Hockey Association currently in good standing.
b) For the purposes of the Annual Meeting or special meetings voting members shall consist of members in good standing who are Life Members, members of the Board of Directors, League Administrators, Volunteer Committee League Conveners, Assistant League Conveners and any two members of each team.
c) Members may resign by resignation in writing, which shall be effective upon acceptance thereof by the Board of Directors. Any member may be requested to resign or may be expelled from membership by a vote of two-thirds of the members of the Board of Directors present at a regularly constituted meeting.
36: ANNUAL AND SPECIAL MEETINGS OF MEMBERS
The annual or any special meeting of the members shall be held at the Head Office of the Corporation or at such other location (including online)in the Regional Municipality of Waterloo on any such day and at such time as the Board of Directors may determine. The annual meeting shall be held prior to the 16th day of August for the year ending April 30th. At every annual meeting, in addition to any other business that may be transacted, the report of the President, the financial statement and the report of the Auditor or chartered account shall be presented, and when necessary, a Board of Directors elected, and an auditor or chartered accountant appointed for the ensuing year and the remuneration of the auditor or the chartered accountant shall be fixed. The members may consider and transact any business, either special or general, without notice thereof at any meeting of the members. The Board of Directors or the President, the Vice-Presidents, or any Director shall have power to call at any time, a special general meeting of the members of the Corporation. Public notice or advertisement of the annual or general meeting shall be required not less than seven (7) days prior to the meeting and notice of time and place of such meeting shall be given to each member orally, telephoned, or delivered personally, electrically communicated or inserted in any official Corporation publication circulated to such member, Director, Officer or auditor at least thirty (30) days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the corporation are present thereat, and at such meeting all the members of the corporation waive the notice of any meeting or any irregularity in any meeting.
A member or members who wish to propose alterations or amendments to any section of the Manual of Operations of the Corporation shall give notice to the General Manager in writing at least forty five (45) days before the day of the Annual Meeting, The General Manager shall forthwith notify the Board of Directors of the proposed changes.
Any amendments to the Incorporation (Section 1) By-laws shall be made only at the Annual Meeting and by a two-thirds majority of the members present and voting thereon. A simple majority may alter amendments to all other sections.
37: ERROR OR OMISSION IN NOTICE
No error or omission in the notice of any annual or general meeting to any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, Director or Officer for any meeting or otherwise, the address of any member, Director or Officer shall be his/her last address recorded on the books of the Corporation
38: QUORUM OF MEMBERS
A quorum for the transaction of business at any meeting of members shall consist of not less than twenty (25) members present in person.
39: VOTING MEMBERS
Subject to the provisions (as per Section 28) contained in the Letters Patent of the Corporation, each member of the corporation shall at all meetings be entitled to one vote.
Every question submitted to any meeting of members shall be decided by a majority of votes and in case of an equality of votes, the Chairperson shall have a second or casting vote, unless otherwise required by the by-laws of the Corporation, or by law.
Every question shall be decided in the first instance by a show of hands unless a member demands a poll. Upon a show of hands, every member having voting rights, shall have one vote and unless a poll be demanded, a declaration by the Chairperson that a resolution has been carried or not carried and an entry to that effect in the Minutes of the Corporation shall be sufficient evidence of the fact without proof that the number or proportion of the votes accorded in favor or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of votes given by the members and such poll shall be taken in such a manner as the Chairperson shall direct, and the result of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question.
In the absence of the President, the Vice-President and/or Directors, the members present shall choose another Director as Chairperson. If no Director is present, or if all the Directors present decline to act as Chairperson the members present shall choose one of their number to be Chairperson.
40: CHEQUES, DRAFTS AND NOTES
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 Corporation shall be signed by such officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
41: CUSTODY OF SECURITIES
All shares and securities owned by the Corporation shall be lodged in the name of the Corporation with a chartered bank or trust company or in a safety deposit box with other depositories or in such other manner as may be determined from time to time by the Board of Directors.
42: REGISTER OF MEMBERS
A record of members shall be kept and addresses of such members shall be recorded. No member, or other person, entitled by law, shall make or cause to be made, a list of any members unless such member, or other person has filed with the Corporation, or its agent, an affidavit of such member or other such person, as the case may be, what the list is required for and that such list and the information therein contained will be used only for purpose connected with the Corporation and otherwise as required by law.
43: NOTICES
Whenever any notice is required to be given to a member, Director, Officer or auditor, such notice unless otherwise provided by this by-law, may be given orally, telephoned or delivered personally, telegraphed, cabled, electrically communicated or inserted in any official Corporation publication circulated to such member, Director, Officer or auditor provided he/she is notified in one or more of the aforesaid ways and if such notice is mailed, the same is deposited in a post office or public letter box in a postage paid envelope addressed to the member, Director, Officer, or auditor, at such person's last address as recorded in the records of the Corporation. Such address shall, for the purpose of service of any notice, be the address of such member, Director, Officer or auditor.
44: INTERPRETATION
In these by-laws and in all other by-laws of the Corporation thereafter 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 references to persons shall include firms and corporations.