These BYLAWS relate generally to the transactions of the affairs of the West Mall Oldtimers Hockey League.
Be it enacted as a By-Law of the West Mall Oldtimer Hockey League, as follows:
The head office of the Corporation shall be in the City of Etobicoke, in the Province of Ontario, and at such place therein as the 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 (turtle). The colours of the Corporation shall be green, gold ,and white.
The Board of Directors shall consist of twelve (12) Directors. Each Director shall (except as herein otherwise provided), be elected at the Annual General Meeting of members by a majority of the votes cast in respect of such election. Each Director so elected shall hold office until the election of his successor, unless he shall resign or his office becomes vacant by death, removal or other cause.
In case of a vacancy on the Board, the Directors shall appoint a successor for the balance of the expired term.
A quorum of all meetings of the Board of Directors shall be 50%, except when special resolutions are to be passed, when a minimum of ten (10) directors is required. Meetings of the Directors shall be held at such time and places as may be determined by the executive of the corporation. At least one week's notice shall be given of all meetings of the directors, unless such notice is waived by all the directors.
No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting, and any Directors may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
At all meetings, each member present, except the Chairman, shall have one vote, and in case of a tie, the Chairman shall have the deciding vote. The President shall act as Chairman of all meetings, and in his absence the Executive Vice President shall act as such during the period in question, and occupy the chair.
The Directors of the Corporation may administer the affairs of the Corporation in all things, and make or cause to be made for the Corporation, in its name any description of contract which 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 Directors are expressly empowered, from time to time, to purchase, lease, or otherwise acquire, alienate, sell, exchange or otherwise dispose of bonds, debentures, shares, stocks or immovable or mixed, 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.
All acts done at any meeting of Directors or by any person acting as Director so long as his successor shall not have been duly elected or appointed, shall notwithstanding that it be afterwards discovered that there was some defect in the election of Directors or the person acting as aforesaid or that they or any of them were disqualified, be as valid as if the Director had been elected and were, or was qualified to be a Director or Directors of the Corporation.
The Directors of the Corporation shall determine remuneration of employees of the Corporation.
The President, Executive Vice-President, Treasurer, Secretary, or any other officer or person nominated for the purpose by the President or Executive Vice-President are, and anyone of them, is authorized and empowered to appeal and make answer for, on behalf of and in the name of the Corporation to all writs, orders and interrogatories upon articulated facts issued out of any court and to declare for, on behalf of garnishee and make all affidavits and sworn declarations in connection with any and all judicial proceedings, to which the Corporation is a party, and to sue any debtor and grant proxies in connection therein.
The Board of Directors may, from time to time, enact or pass by-laws not contrary to law or to the Charter of the Corporation, and may repeal, amend or reenact by-laws of the Corporation, but every such by-law (excepting by-laws made respecting agents, officers and servants of the Corporation and such by-laws as the provisions of the laws governing the corporation and require to be sanctioned, approved or confirmed by the members before becoming effective.), and every repeal, amendment or re-enacting thereof, unless in the meantime sanctioned at a special General Meeting of the members of the corporation duly called for that purpose, shall have force only until the next Annual General Meeting of the members of the corporation and in default of confirmation thereat shall, at and from that time only, cease to be in force.
Every Director and Officer of the Corporation, his heirs, executors and administrators, estate and effects respectively, shall be indemnified and saved harmless out of the funds of the Corporation, from time to time, and at all times from and against: All Costs, charges and expenses whatsoever which such director or officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever heretofore or hereafter made, done or permitted by him, in or about the execution of the duties of his office andAll other costs, charges and expenses which he sustains or incurs in or about, or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his own fault: and the Corporation consents, to the identification provided for herein.
The Directors shall receive no remuneration for acting as such.
Officers of the Corporation shall be: Past President, A President, Executive Vice President, a Secretary, a Treasurer. Officers of the Corporation must also be directors.
Directors of the Corporation shall be (7): Director Jr. Division, Director Sr. Division, Director All-Star, Registrar, and others as deemed necessary by the officers of the corporation.
The executive officers of the corporation shall be the President, Executive Vice-President, a Treasurer and a Secretary. (Past President). The President, Executive Vice-President, Treasurer and Secretary shall be elected at the Annual General Meeting of its members. The Board of Directors may also elect or appoint at any time and from time to time such other officers or executive officers as the Board of Directors, from time to time, may deem expedient. All officers and 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. All officers and executive officers shall respectively perform such duties, in addition to those specified in the by-laws of the Corporation, as shall, from time to time, be prescribed by the Board of Directors. The same person may hold more than one office, provided, however, that the offices of the President and Executive Vice-President shall be held by the same person.
The President will be elected annually. When a new President is appointed, the current President will then hold the office of Past President.
He shall 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 and supervision over its affairs.
The President shall appoint a nominating committee consisting of the immediate Past President, two present directors and two regular members in good standing to present a list of candidates for election to office for the following year: This slate of nominations shall be submitted to each member at least two weeks prior to the Annual General Meeting. Further nominations may be added for Directors provided they be made in writing by two members in good standing and be in the hands of the secretary at least three days prior to the annual meeting.
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.
The Executive Vice President shall have such powers and duties as may be assigned to him by the resolution of the Board of Directors. In case of the absence or disability of the President, the Executive Vice President in his absence may exercise the powers and perform the duties of the President and if such Executive Vice-President shall exercise any of the duties of the President, the absence of the President shall be assumed.
The secretary shall attend to the service of all notices of the Corporation and shall keep accurate minutes of all meetings of the Corporation and the Board of Directors in a book or books 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 members and 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 filing of all books, reports 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.
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 depositories as the Board of Directors may, from time to time, designate by resolution, or which the Board of Directors may authorize him to designate and 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 each financial year, he shall make and submit to the Board of Directors a like report for each financial year. He shall have charge of 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. He shall submit an audited financial statement at the Annual General Meeting.
The funds of the Corporation shall be deposited by the treasurer in a financial institution approved by the Directors and shall be credited to the account of the Corporation.
All cheques, drafts or orders for payment of money and all notes and acceptances and bills of exchange shall be approved by the treasurer and chairman and paid by the Corporation.
The 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.
The books of the Corporation will be audited annually by one auditor appointed by the Directors.
Members are Charter Members with no other special privileges.
All members must be 35 years of age and over during the first half of every hockey season, which is prior to January 1st, in order to play hockey. All existing members are still members. Executive can approve applications of under 35 years, if necessary.
All playing members must declare their intention of remaining as such before May 1st of each. Any member failing to do so, and wishing to play again at a later date, will have his name placed at the bottom of the waiting list. All applicants will be accepted on a first-serve basis.
Applications for membership shall be submitted each year to the Membership Chairman (registrar) with the annual fee.
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.
The membership rights of the applicants shall not come into existence until approved by the Board of Directors.
The Disciplinary Committee appointed by the Board of Directors shall have full power in the enforcement of Rules and Regulations of the game of hockey, and members not complying with such rules and regulations will be subject to suspension of games (s), or the remaining hockey season.
The 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.
Any member of the Corporation whose annual dues are not paid within the period set forth by the Directors, may be suspended by the Directors from the privileges of membership.
Annual General Meeting of Members shall be held during the month of March in each year.
A special General Meeting of members may be called 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 than that specified in the Notice shall be transacted. Ten (10) days clear of notice shall be given to each member of such general meeting, such notice being given by mail to the address of each member as it appears on the register of the Corporation.
No error or omission in giving notice of any Annual or General meeting or any adjourned meeting, whether Annual or General, of the members of the Corporation shall invalidate such meeting or may make void any proceedings taken thereat, and any member may at any time waive notice of 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, it shall be to his last address recorded on the books of the Corporation.
Any meeting of the Corporation or of the directors may be adjourned to any time and from time to time, and such business may be transacted at such adjourned meeting as might have been at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
Proposed amendments to the constitution must be presented to the secretary in writing, signed by ten (10) members of the Corporation in good standing, thirty (30) days prior to the annual meeting. Such amendments must be circulated to all members at least two weeks in advance of 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. Amendments to the constitution will be on a trial basis for a period of one year and, if not altered at the next Annual meeting, will then become part of the constitution.
A quorum at all Special General Meetings of the Corporation shall be twenty (20).
The fiscal year of the Corporation shall commence on the first day of May, terminate on the last day of April of each year.
All cheques, bills of exchange 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 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 and any one such officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers, and 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 of the Corporation by using the Corporation's rubber stamp for that purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and oration's bankers and may receive all paid cheques and vouchers and sign all of the bank's forms or settlement of balances or release or verification slips.
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 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 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 in accordance with the Directors of the Board of Directors and shall in no event be liable for the due application of the proceeds thereof.
Whenever, under the provisions of the by-law of the Corporation, notice is required to be given, such notice may be given either personally or telegraphed, or by depositing same in a post office or a public letter box, in a prepaid sealed wrapped, addressed to the Director, Officer or Member at his or their address as the same appears on the books of the Corporation. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter office box as aforesaid, or if telegraphed, shall be held to be sent when the same was handed to the telegraph company or its messenger. For the purpose of sending any notice, the address of the member, director, or officer shall be his last address as recorded on the books of the Corporation.
The Board of Directors may apply for recognition by the Federal and Provincial Governments that donations to the Corporation shall be deductible for the purposes of income tax.
The Corporation may solicit, receive and use grants, donations, subsidies and other forms of assistance, financial and otherwise, under such terms and conditions as the Board of Directors by resolution may deem fit, whether such assistance be provided by Federal, Provincial, Municipal and/or other Government bodies, as well as other sources.
In these by-laws and in all other by-laws of the Corporation hereafter passed, unless the context otherwise requires, words importing the singular number or 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.
Passed by the Board of Directors and sealed with the corporate seal this ninth day of September 1987.
Amended and passed by the membership at the Annual meeting, March 25, 1990.