CONFORMED COPY OF GENERAL OPERATING BY-LAW NUMBER 1 APPROVED NOVEMBER 19, 2006 AS AMENDED BY AMENDMENTS APPROVED AT THE ANNUAL GENERAL MEETING ON OCTOBER 23, 2018
TORONTO BEACHES LACROSSE CLUB
GENERAL OPERATING BY-LAW NUMBER 1
- The name of this organization shall be the Toronto Beaches Lacrosse Club referred to herein and after as the “Club”.
PURPOSE AND OBJECTS
- The Club shall be a non-profit organization which is the sport governing body for minor lacrosse in the area assigned to it from time to time by the Ontario Lacrosse Association.
- The Club shall operate as a member of the Ontario Lacrosse Association (“OLA”).
- The objects of the Club shall be:
- a) to promote, teach and provide recreational and competitive lacrosse for as many boys and girls as possible;
- b) to encourage teamwork, pride and a respect for all players, officials, volunteers and spectators at all times; and
- c) to be responsible members of the Toronto Beaches Community and of the OLA.
ARTICLE 3. HEAD OFFICE
- The head office of the Club shall be in the City of Toronto of the Province of Ontario and at such place therein as the directors may from time to time determine.
ARTICLE 4. MEMBERSHIP
- Membership in the Club shall include the parents or legal guardians of all players under the age of 18, players eighteen years of age or over, coaches, bench personnel and other volunteers for all teams, and members of the Board of Directors.
- Membership in the Club shall not be transferable and shall cease where a member resigns, dies or contravenes the conditions of membership.
- Members of the Club shall abide by this By-Law, the Club Code of Conduct, other by- laws of the Club and the rules and regulations pertaining to the playing of lacrosse through the Club from time to time established by the Board of Directors.’
CODE OF CONDUCT
- Each member of the Club and all players shall conduct themselves according to the Club’s Code of Conduct when participating in and representing the Club at games or functions. Failure to do so could result in a reprimand, suspension or expulsion by either the OLA or the Club’s Board of Directors in accordance with Club’s policies and procedures.
- If the Board of Directors determines with a majority of two-thirds or more that it would be in the best interests of the Club to remove a member or player from the Club, the member or player shall be removed for a period to be determined by the Board of Directors. Earlier reinstatement shall be a decision of the Board of Directors requiring the foregoing majority.
- A suspended member or player shall have ten (10) days from being given the Club’s written notice, in accordance with Article 21, of his or her suspension to advise the Immediate Past President or delegate of his or her intention to appeal the suspension. Such notice of appeal shall also be in writing with a copy sent to the Club’s secretary. 1. The affairs of the Club shall be managed and administered by a Board of Directors consisting of a minimum of twelve (12) individuals and a maximum of twenty-seven
- The Board of Directors shall be comprised of a President, Past President, Vice President Field, Vice President House League (Box), Vice President of Girls Field, Vice President All Star, Treasurer, Secretary, Registrar of Box Lacrosse, Registrar of Field Lacrosse, Registrar of Girls Field Lacrosse, and Directors responsible for Facilities and Floor Time, Marketing and Communications, Equipment, Sponsorship
BOARD OF DIRECTORS (27) individuals.
- Notwithstanding the foregoing, the Board of Directors may create additional positions on the Board of Directors as they determine are necessary and may appoint Non- Board members, from time to time, to perform certain other roles on behalf of the Club.
- The Board of Directors may appoint a Director to fill any vacant position on the Board of Directors for the balance of the term of the vacated position.
- The Board of Directors shall hire employees as required; however, no employee shall be a member of the Board of Directors.
- To see all positions on the Board of Directors, see next tab below.
ARTICLE 7. FINANCES
1. The fiscal year of the Club shall end on the 30th day of September in each year.
1. The funds of the Club shall be deposited at the discretion of the Board of Directors in an appropriate legal financial institution for the best benefit of the Club and in the name of the Club.
2. All cheques in respect of the funds of the Club shall be signed by 2 signing officers which may include the Treasurer, the President, or another signing officer as designated by the President.
3. The Board of Directors, with two-thirds (2/3) majority of those present, may authorize the borrowing of money upon credit of the Club and may limit or increase the amount to be borrowed.
4. The Club has the power to accept donations, gifts, legacies and bequests.
1. The financial position of the Club shall be presented to the membership at the annual general meeting.
Budgeting and Disbursements
1. At the start of each fiscal year, the Treasurer will prepare, or oversee the preparation of a club budget that will reflect the expected revenue and expenses for the year. This budget will be presented to the Board for approval.
2. At the beginning of each program season (i.e. spring field season, house league season, All- Star box season, tournament season etc.) the responsible Director will prepare a detailed budget to be reviewed and approved by the President and Treasurer (or delegate).
3. After program budget approval, budgeted disbursements may be authorized by the responsible Director.
1. Two signing officers may authorize the disbursements of funds not noted in an approved program budget. However, the total non-budget disbursements shall not exceed $1,000.00 and shall be disclosed in a report to the Board of Directors at its next meeting.
2. In the event that an emergency disbursement which exceeds $1,000.00 is deemed necessary by a Director, express written consent by two signing officers must be obtained before the disbursement is authorized and shall be disclosed in a report to the Board of Directors at its next meeting.
1. The Club shall not be dissolved unless all liabilities have been discharged and a motion has been passed by a majority of votes recorded at a general meeting convened for the purpose of dissolving the Club. Upon dissolution, surplus money shall be donated to a charitable organization, decided by a majority at the general meeting, which carries out its work solely in Ontario.
MEETINGS OF DIRECTORS
1. The Board of Directors shall meet not less than nine (9) times a year. The President shall preside as chair at all meetings of the Board of Directors. In the absence of the President, another member of the Board, so designated by the Board of Directors, shall preside.
2. At all meetings of the Board of Directors, each member of the Board of Directors shall have one (1) vote. Questions arising or decisions to be taken at any meeting of Directors shall be decided by a majority of votes. Notwithstanding the foregoing, the chair shall not vote unless there is an equality of votes.
3. Greater than 9 of the members of the Board of Directors, attending either in person, by telephone or electronically shall constitute a quorum at a Board of Directors’ meeting. Such attendance must include at least 5 named positions from the Board of Directors table in Article 6 of these Bylaws. This represents the number of Board members required to be present to transact Board decisions and approvals.
4. Any member or player shall have the right to attend any meeting of the Board of Directors. Upon giving 48 hours’ notice to the Secretary, members shall be allowed to address the meeting of the Board of Directors.
RULES OF ORDER
1. Meetings shall be conducted in accordance to “Robert’s Rules of Order”.
MEETINGS OF MEMBERS
1. The Annual General Meeting of members (“AGM”) shall be held each year before the AGM for the OLA (Governing Body for Ontario Lacrosse). The purpose of the TBLC AGM is to receive the reports and statements required to be placed before the members at an annual meeting, elect directors and for the transaction of any other business which may properly be brought before the meeting.
2. Notice of the time and place for holding the AGM shall be given to every member by electronic communication or any form of transmitted or recorded communication, addressed to each member at the member’s latest address as shown on the records of the Club, no fewer than twenty (20) days and no more than fifty (50) days before the date of the meeting.
3. All members must sign in at the AGM.
4. The Board of Directors shall report on the activities and the affairs of the Club during the preceding year at each AGM.
5. The President, a person appointed by the President, or in his or her absence a person chosen by a vote at the meeting, shall be chair of the AGM.
6. A non-Board member, as appointed by the Board of Directors, shall chair the elections at the AGM.
7. The chair of the AGM may appoint one or more scrutineers to verify the eligibility of voting members and count the votes. Such scrutineer need not be a member.
8. Each current member of the Board of Directors and each member of the club is entitled to one vote at the AGM. There shall be no proxy votes.
9. A special meeting of the Club must be called within fourteen (14) days by the Board of Directors upon its own motion or by a petition which is submitted to the Secretary with the signatures of more than thirty (30) members of the Club
10. At all meetings of members, every question shall be decided by a majority of the votes cast and entitled to be cast on the question, either on a show of hands or by ballot. Notwithstanding the foregoing, the chair shall not vote unless there is an equality of votes. The election of directors and officers of the Club shall be decided by a plurality of the votes cast and entitled to be cast on the question, either on a show of hands or by ballot.
11. Voting at a meeting of members shall be by show of hands, except where a ballot is demanded by a member entitled to vote at the meeting or where required by the chair. A ballot may be demanded either before or after any vote by show of hands. Upon a show of hands, every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot is required or demanded, an entry in the minutes of a meeting of members to the effect that the chairman declared a motion to be carried is admissible in evidence as prima facie proof of the fact
without proof of the number or proportion of the votes recorded in favour of or against the motion. A demand for a ballot may be withdrawn at any time prior to taking of a poll on the ballot.
12. If a ballot is demanded or required, the vote upon the question shall be taken in such manner as the chair of the meeting shall direct.
13. The chair of any meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the same from time to time and from place to place. If a meeting of members is adjourned for less than thirty days, it is not necessary to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned. If a meeting of members is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling such original meeting.
AMENDMENTS OF BY-LAWS
1. All members in good standing may submit to the Secretary proposed amendments to the By- Laws in writing sixty (60) days prior to the AGM.
2. All members shall receive these proposed amendments at least thirty (30) days prior to the annual meeting.
3. Amendments shall become effective upon attaining a two thirds (2/3) majority of the votes cast by members at the annual meeting, unless otherwise required by law.
4. The Board of Directors may interpret this By-Law, but in so doing, shall take into consideration that the singular and plural tense, and the feminine and masculine gender shall respectively be interchangeable.
ARTICLE 12. COMMITTEES
1. The Board of Directors shall constitute committees, as it deems necessary.
2. Committees report to the Board of Directors.
3. At meetings of a Committee a majority of members of the Committee shall constitute quorum.
ARTICLE 13. NOMINATIONS
1. The Board of Directors may appoint a Nomination Committee. In the absence of a Nomination Committee, the Secretary shall, prior to the AGM, accept nominations to fill all vacancies on the Board and shall report such nominations to the Board not less than ten (10) days prior to such annual meeting.
2. Further nominations shall be accepted from the floor at the AGM provided that each nominee has consented to be nominated verbally, or if absent, in writing.
3. Any member of the Club is eligible for election to the Board of Directors except employees of the Club.
4. No nomination shall be accepted for the position of President for a person who has not served on the Board of Directors for the immediately preceding year.
5. No nomination shall be accepted for the position of Treasurer for a person who is not bondable.
ARTICLE 14. INDEMNITIES
1. In the absence of fraud or willful misconduct, the Directors and Officers of the Club acting in good faith shall be indemnified and saved harmless out of the assets of the Club from and against any and all costs, charges, and expenses sustained or incurred arising from any and all action or claims advanced against them in connection with actions taken on behalf of the Club in the capacity of Director.
ARTICLE 15 INSURANCE
1. All players shall be insured through the Ontario Lacrosse Association insurance plan.
2. All certified coaches shall be insured through the Coaching Association of Canada Liability Insurance Plan.
3. Directors’ liability insurance shall be purchased and maintained at all times on behalf of all members of the Board of Directors and added as a rider on the insurance agreement with the OLA.
1. The Directors of the Club shall sign such contracts, documents or instructions in writing as require their respective signatures and shall have and perform all powers and duties incident
to their respective offices and such other powers and duties as may from time to time be assigned them by the Board of Directors.
2. The Board of Directors shall have the power to reprimand, suspend or expel any member or player in accordance with the Code of Conduct, as amended from time to time.
3. The Board of Directors shall have the power to remove an elected Director upon two-thirds majority vote. A suspended Director shall have ten (10) days from being given the Club’s written notice, in accordance with Article 21, of his or her removal to advise the Immediate Past President or delegate of his or her intention to appeal the removal. Such notice of appeal shall also be in writing with a copy sent to the Club’s secretary and an independent review panel will be convened under the authority of the Immediate Past President.
The Board of Directors, with two-thirds (2/3) majority of those present, may from time to time:
a) Borrow money on the credit of the Club.
b) Issue, sell or pledge securities of the Club.
c) Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Club including book debts, rights, powers, franchise and undertakings to secure securities or any money borrowed or other debt, obligation, liability of the Club.
1. No Director shall receive remuneration for being a member of the Board of Directors. Directors may receive recompense for expenses properly incurred by them in the performance of their duties, at rates established by the Board, and upon submissions of signed claims supported by appropriate receipts.
2. The Board may also hire paid staff to assist them in their duties. Paid staff will be directed by the President or his/her designate.
1. Each of the directors, officers and members of the Club may create intellectual property related to the operations of the Club and its activities, but all trade-marks, discoveries, ideas, suggestions, inventions, patents, applications for patents, secrets or trade secrets specifically related to the Club’s activities and not generally known outside the Club, all proprietary and financial information, all computer programs owned or used by the Club, lists and records and all information marked as confidential, made, developed, filed, issued to or used by any of the directors, officers and members of the Club, whether or not pursuant to specific instructions, shall be the property of the Club and shall not be divulged or otherwise used by such director, officer or member without written instructions from the Club.
BOOKS AND RECORD
The Board of Directors shall ensure the keeping of proper and complete books of accounts and corporate records. All financial records shall be kept and maintained under the direction of the Treasurer.
1. A notice or document required by the Act, the regulations thereunder, the articles or the By- Laws of the Club to be sent to a member or Director of the Club may be sent by either email, prepaid mail, or may be delivered personally to, the member at his or her latest address or email address as shown in the records of the Club or to the Director at his or her latest address or email address as shown in the records of the Club. A notice or document if mailed or emailed to a member or Director of the Club shall be deemed to have been given when the email is sent, or the mail is deposited in a post office or public letter box. If the Club sends a notice or document to a member or player in accordance with this section and the notice or document is returned because the member cannot be found, the Club is not required to send any further notices or documents to the member until he or she informs the Club in writing of his or her new address or email address.
2. The accidental omission to give any notice or to send any document to any member, director or other person or the non-receipt of any notice or document by any member, director or other person or any error in any notice or document not affecting the substance of the notice or document shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on such notice or document.
3. Notice may be waived or the time for the sending of a notice or document may be waived or abridged at any time with the consent in writing of the person entitled to notice. Attendance of any Director at a meeting of the Board of Directors or of any member at a meeting of members is a waiver of notice of such meeting, except where he or she attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
ARTICLE 22. GENERAL
1. In this By-Law and all other by-laws and resolutions of the Club, “Act” means the Corporations Act (Ontario), R.S.O. 1990, c. C-38, and every other act or statute incorporated therewith or amending the same, or any act or statute substituted therefor.