These by-laws relate generally to the transactions of the affairs of the Burlington Oldtimers’ Hockey Club Inc. Be it enacted as a by-law of the Burlington Oldtimers’ Hockey Club Inc. as follows:
The Head Office of the Corporation shall be in the City of
The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
1. BOARD OF DIRECTORS
1.1. The Board of Directors shall consist of ten (10) directors. Each year at the annual general meeting a minimum of four (4) directors will be elected for a two (2) year term for those director positions that have ended. Incumbent directors whose term has ended may stand for re-election if they wish. The Immediate Past President will be a voting member of the board until his elected term of Director has expired.
1.2 In addition to the directors elected each year, the Board will appoint a Treasurer to the Board for a term of no longer then two (2) years.
1.3. If a director is unable to complete his or her term and resigns, the remaining directors shall appoint a successor for the balance of that year. When electing new directors at the next annual general meeting, the fifth name on the ballot, and subsequently as required, will complete the term of the director who resigned.
2. VACANCIES, BOARD OF DIRECTORS
2.1. In case of a vacancy on the Board, the Directors shall appoint a successor for the balance of the unexpired term.
3. QUORUM AND MEETING, BOARD OF DIRECTORS
3.1. A quorum at all meetings of the Board of Directors shall be six (6), except when special resolutions are to be passed, when a minimum of seven (7) Directors is required.
3.2. Meetings of the Directors shall be held at such times 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.
4. ERRORS IN NOTICE, BOARD OF DIRECTORS
4.1. No error or omission in giving such notice for a meeting of Directors all 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.
5. VOTING, BOARD OF DIRECTORS
5.1. At all meetings, each member present, except the Chairman, shall have one vote, and in case of tie, the Chairman shall have the deciding vote.
5.2. The President shall act as Chairman of all meetings and in his absence, a Vice-President designated to act as such during the period in question, shall occupy the chair.
6.1. 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.
6.2. 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 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.
6.3. All acts done at any meeting of Directors or by any person acting as a 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 Directors had been elected and were, or was qualified to be a Director or Directors of the Corporation.
6.4. The Directors of the Corporation shall determine remuneration of employees of the Corporation.
6.5. The President, any Vice-President, Treasurer, Secretary, Secretary/Treasurer, General Manager, Managing Director or any other officer or person nominated for the purpose by the President or any Vice-President, are, and any one of them is, authorized and empowered to appeal and make answer for, on behalf of and in the name of the Corporation to all write, 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.
6.6. 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 re-enact 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.
6.7. 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:
6.8. all costs, charges and expenses whatsoever which such Director or Officer sustains or incurs in or about any action, suit or proceedings 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, and
6.9. all 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 indemnification provided for herein.
7. REMUNERATION OF DIRECTORS
7.1. The Directors shall receive no remuneration for acting as such.
8. OFFICERS OF CORPORATION
8.1. Officers of the Corporation shall be:
8.1.1. A President
8.1.2. A 1st Vice-President
8.1.3. A 2nd Vice-President
8.1.4. A Secretary
8.1.5. A Treasurer
8.2. Officers of the Corporation must also be Directors.
9. DUTIES OF PRESIDENT AND VICE-PRESIDENT
9.1. The Executive Officers of the Corporation shall be the President, two (2) Vice-Presidents, a Treasurer and a Secretary. The President, Vice-Presidents, Treasurer and Secretary shall be elected or appointed by the Board of Directors at its first meeting after the first meeting of the Members and thereafter at the first or subsequent meeting of the Board of Directors held after each Annual General Meeting of the 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 Vice-President shall not be held by the same person.
9.2. The President will be elected bi-annually. When a new President is appointed, the current President will then hold the Office of Immediate Past President with voting privileges only until his elected term is completed. Past Presidents will become Honorary Directors without voting privileges. Under no circumstances will any individual hold the Office of the President more then once.
10.1. The President shall be chosen from among the Directors. 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, if no General Manager or Managing-Director is appointed, shall exercise a general control of and supervision over its affairs.
10.2. 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.
10.3. 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.
11.1. The Vice-President shall have such powers and duties as may be assigned to them by resolution of the Board of Directors. In case of the absence of disability of the President, the 1 st Vice-President or the 2nd Vice-President in his absence may exercise the powers and perform the duties of the President and 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.
12. DUTIES OF SECRETARY
12.1. The Secretary shall attend to the service of all notices of the Corporation and shall keep the 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.
13. DUTIES OF TREASURER
13.1. 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 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; and 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 such financial year. 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.
14. DUTIES OF OTHER OFFICERS
14.1.1. Whenever the Secretary shall also be the Treasurer, he may be designated as the ‘Secretary/Treasurer”.
15. GENERAL MANAGER OR MANAGING DIRECTOR
15.1. The Directors may appoint, from time to time, a General Manager of the Corporation. He shall manage the affairs of the Corporation as required. He shall exercise such powers as may be prescribed from time to time by resolutions of the Board of Directors. Any remuneration will be determined by the Board of Directors and authority may be either general or specific.
16. EXECUTION OF DOCUMENTS
16.1. 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.
16.2. 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.
17. BOOKS AND RECORDS
17.1. 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.
17.2. Books of the Corporation will be audited annually by one auditor appointed by the Directors.
18.1. Members for the 1975/76 hockey season are confirmed as Charter Members with no other special privileges.
18.2. A member of the Corporation is defined as:
18.3. Social member’s seniority will accrue from their original seniority date for all matters except hockey playing privileges. Active playing members who elect to move to social status will have their hockey playing seniority frozen until such time as they re-register as a player or pool player after which seniority can continue to accrue.
18.4. 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. And no person may accrue seniority for hockey purposes until attaining the age of 35.
18.5. All new members must be residents of
18.6. Any member moving out of Burlington during or after the hockey season may remain a member of the Burlington Oldtimers’ Hockey Club Inc. and retain his playing privileges provided that membership is kept current by registering on or before May I” of each consecutive year and paying the required dues.
Failure by a playing member to register and pay the required dues by May 1 will result in his relegation to the player pool for one full year. However, provided registration and payment is made by September 1, of the same year, there will be no loss of seniority.
A second such occurrence will result in a loss of seniority and placement in the pool, in the case of non-residents of
18.7. Players are moved from the master player pool to full time player status on a seniority (date of Joining) first in first out basis until June 15th of the hockey season. After June 15”, the first player on a division player pool list may be moved as a full time temporary player for the remainder of the playing season. He will maintain his seniority position on the master player pool list for the following season.
18.8. Any player obtaining a refund will be moved from active player to player pool list and will maintain his seniority position providing he maintains his pool player status.
18.9. All playing members must declare their intention of remaining as such before May 1rst of each year by completing the registration form, pay the proper amount due for registration and not be in arrears for any monies owing to the league for any prior year or years. Any playing member failing to do so will be removed to the pool for one year with no loss of seniority and no opportunity to play full time for that year. Social members who fail to comply will lose their seniority. All applicants will be accepted on a first-serve basis.
18.10. Applications for membership shall be submitted each year to the Membership Chairman with the annual fee and must be approved by the membership chairman prior to that person obtaining membership privileges.
18.11. Applications may be refused by the Directors without the necessity of giving or recording reasons. All dues and fees tendered with such applications shall be returned to the applicant.
18.12. 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.
18.13. 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 game(s) or the remaining hockeyseason.
19.1 . The Directors shall fix and determine, from time to time, by resolution, the annual dues or fees payable by all members of the Corporation and shall also fix the dates at which dues or fees are required to be paid.
19.2. 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.
20. ANNUAL AND OTHER MEETING OF MEMBERS
20.1. Annual General Meetings of Members shall be held during the month of May 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.
20.2. Ten (10) days clear notice shall be given to each Member of such Special General Meeting such notice being given by mail to the address of each member as it appears on the register of the Corporation.
21. ERROR OR OMISSION NOTICE
21.1. 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 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, it shall be to his last address recorded on the books of the Corporation.
22.1. 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.
23. QUORUM OF MEMBERS
23.1. 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 (2) 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.
23.2. A quorum at all Special General Meetings of the Corporation shall be twenty (20).
24. FINANCIAL YEAR
24.1. The fiscal year of the Corporation shall commence on the first day of May and terminate on the last day of April of each year.
25. CHEQUES, ETC.
25.1. 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 of 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 may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.
26. DEPOSIT OF SECURITIES FOR SAFEKEEPING
26.1. 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 Direction of the Board of Directors and shall in no event be liable for the due application of the proceeds thereof.
27.1. 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 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 any member, Director, Officer shall be his last address as recorded on the books of the Corporation.
28.1. The Directors of the Club are hereby authorized to borrow monies from time to time from a financial institution upon the credit of the Corporation in such amount as they deem Proper by way Of Overdraft or otherwise.
28.2. Any Promissory notes or Other negotiable Paper (including renewals thereof in whole or in Part) signed on behalf of the Corporation by the Officer or Officers of the Corporation authorized from time to time to sign negotiable instruments on its behalf and granted to said financial institution for the monies so borrowed and interest thereon as may be agreed upon shall be binding upon the Corporation.
28.3. The Directors may from time to time, if they see fit to do so grant securities by way of mortgage, hypothecation, or pledge covering all or any of the property and assets of the Corporation as security for all or any monies borrowed by the Corporation from a financial institution or any other liability of the Corporation to the financial institution, and any such mortgage, hypothecation or pledge shall be valid and binding upon the Corporation, if signed by any of the Officers authorized to sign negotiable instruments on the Corporation’s behalf.
28.4. All contracts, deeds, grants, assurances and documents reasonably required by said financial institution or its
28.5. Counsel for ail or any of the Purposes aforesaid, shall be executed and carried into effect by the proper Officers of the Corporation, and when necessary the seal of the Corporation shall be affixed thereto.
28.6. This resolution, when sanctioned by the Members, shall be irrevocable until a resolution repealing the same shall have been confirmed or sanctioned by the Members and . copy thereof duly certified under the seal of the Corporation delivered to the said Financial Institution and meanwhile all the Powers and authorities hereby conferred shall continue in force.
28.7. The Corporation may use the whole or any part of its funds at any time from time to time in the Purchase of stock or other securities of any company or companies.
28.8. The Board of Directors may borrow funds, on behalf of the Corporation, from any lender or lenders, under any conditions which the Board of Directors may determine by resolution, Provided however that such borrowing be exclusively for the purposes of the Corporations exercise Of its lawful Powers and Providing further that any borrowing shall not exceed twenty-five thousand dollars ($25,000.00) in any unrelated instance. Borrowings in excess of ten thousand dollars ($10,000.00) shall require prior authorization by resolution of the Members at a Special General Meeting, the notice whereof shall contain a fair statement of the Purposes of the proposed borrowing.
28.9. 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.
29. GRANTS AND SUBSIDIES
29.1. 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.
30.1. 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.
30.2 May 30, 2005 - This by-law shall come into force when enacted by the Board of Directors subject to the provisions of the Act until the next annual general meeting of members on a trial basis and if reconfirmed at such annual general meeting of members, it shall repeal and replace BY_LAW No. 1 passed by the Board of Directors the 18th day of June, 1975, as amended from time to time to and including the annual meeting of May 28, 2001. If this by-law is not reconfirmed at the next general annual meeting, then BY-LAW No. 1 enacted by the Board of Directors the 18th day of June, 1979, and as amended from time to time up to and including the annual general meeting of May 28, 2001 shall continue to apply, “it shall repeal and replace By-Law No. 1 passed by the Board of Directors the 18th day of June, 1975, as amended from time to time to and including the annual meeting of May 28, 2001. If this By-Law is not reconfirmed at the next general annual meeting, then By-LAw No. 1 enacted by the Board of Directors the 18th day of June, 1979, and as amended from time to time up to and including the annual general meeting of May 28, 2001 shall continue to apply.”