Bylaw Number 1

 

A by-law relating generally to the transaction of the affairs of:

Orleans Little League Baseball Inc.

Petites Ligues de Baseball Orleans Inc.

Be it enacted as a by-law of the Orleans Little League Baseball Inc.\Petites Ligues de Baseball Orleans Inc. (the “Corporation”) as follows:

CORPORATE SEAL

1. The seal, an impression of which is

stamped in the margin shall be the

seal of the Corporation.

CONDITIONS OF MEMBERSHIP

2. Membership shall be limited to individuals, corporations, partnerships and other legal entities who are interested in furthering the objects of the Corporation and whose applications for admission as members have received the approval of the Board of Directors.

3. There shall be four (4) classes of membership:

(a) Player Members: Any registered player who meets the requirements of Little League Regulation IV who is resident in the territory described in Schedule “A” to this By-Law.

(b) Regular Members: Any individual who is either: (i) an elected or appointed member of the Board of Directors of the Corporation or an elected or appointed officer of it; (ii) a Manager, Coach, or Umpire, who has been recognized as such by the Corporation; or (iii) one parent or one legal guardian of a Player Member who is not of the age of majority, with any dispute between parents or legal guardians as to their entitlement to vote on behalf of a Player Member to be resolved by the flip of a coin.

(c) Honourary Members: Any individual, corporation, partnership, or other legal entity elected as an Honorary Member by a vote of two-thirds of the Directors present at a duly constituted meeting of the Board of Directors.

(d) Sustaining Members: Any individual, corporation, partnership of other legal entity who is not otherwise a member of the Corporation who makes a financial or other contribution to the Corporation and who is elected as a sustaining member of the Corporation by a vote of two-thirds of the Directors present at a duly constituted meeting of the Board of Directors.

4. Each member shall promptly be informed by the secretary or other responsible officer of the Corporation of his admission as a member.

5. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and by filing a copy of the same with the secretary of the Corporation.

6. Any member may be required to resign by a vote of three-quarters (3/4) of the voting members in attendance at any annual or other general meeting, provided that any such member is first to be granted an opportunity to be heard at such meeting. In addition, the Board of Directors may, in accordance with the following procedures, on the recommendation of any two members of the Board of Directors, discipline, suspend or expel any member when the conduct of such person is considered detrimental to the best interests of the Corporation or Little League Baseball Canada:

(a) The Member involved shall be notified of such meeting, informed of the general nature of the charges and given an opportunity to appear, either in person or through being represented by another member of the Corporation, at the meeting to answer such charges.

(b) The Board of Directors shall, in case of a Player Member, give notice to the Manager of the team of which the Player Member is a member. The Manager may appear with the Player Member, at the request of the Player Member, in the capacity of an advisor before the duly appointed meeting of the Board of Directors. This entitlement to have the Manager present in the capacity of an advisor shall be in addition to the Player Member’s right to be represented by another member of the Corporation.

(c) The Board of Directors may delegate its powers under this provision to a Committee, in which event the persons whose membership has been suspended or terminated may appeal the decision of the Committee to the Board of Directors in which case the procedures set out in a) and b) above shall also apply to the hearing before the Board of Directors.

(d) There shall be no appeal from the decision of the Board of Directors taken either in the first instance or on appeal from the decision of a Committee.

7. Annual registration fees shall be fixed by the Board of Directors.

8. Membership shall cease automatically if any member is in arrears of payment of fees/dues for a period of one hundred and twenty (120) days.

9. Each member in good standing shall be entitled to the following number of votes on each question arising at any special or general meeting of the members and the member may vote by proxy:

(a) Player Members having reached the age of majority 1 vote

(b) Regular Members having reached the age of majority 1 vote (amended AGM 11 Feb 04)

(d) Honorary Members non-voting

(e) Sustaining Members non-voting

HEAD OFFICE

10. Until changed in accordance with the Act, the Head Office of the Corporation shall be in the City of Ottawa, in the Province of Ontario, Canada, at the place where the business of the Corporation may from time to time be carried on.

11. The Corporation may establish such other offices and agencies elsewhere within Canada as the Board of Directors may deem expedient by resolution.

BOARD OF DIRECTORS

12. The property and business of the Corporation shall be managed by a Board of Directors consisting of nine directors. Directors must be individuals, 18 years of age or older, with power under law to contract. A director must be a member of the corporation and any individual elected a Director of the Corporation automatically becomes a Regular Member.

13. The applicants for incorporation shall become the first directors of the Corporation whose term of office on the Board of Directors shall continue until their successors are elected. At the first meeting of members, the Board of Directors then elected shall replace the provisional directors named in the Letters Patent of the Corporation.

14. At the first annual general meeting of the Corporation the members shall elect a full slate of nine directors. At succeeding annual general meetings, sufficient directors shall be elected by the members to fill all vacancies on the Board of Directors. In the event that there are more nominees than vacancies, then the voting members, present in person or by proxy at the annual meeting, shall be entitled to cast one vote for each vacancy, by ballot in writing, for the election of directors. The nominees receiving the greatest number of votes shall be elected as directors. No member may cast more than one vote for any nominee.

15. The directors shall elect the President from among themselves. The President must have served at least one full term on the Board of Directors of the Corporation in the four years immediately preceding the year in which he stands for election as President. The Secretary, Treasurer, and Registrar shall be appointed by the directors of the Corporation from among themselves.

16. The office of a director shall be automatically vacated:

(a) if he resigns his office by delivering a written resignation to the Secretary of the Corporation;

(b) if he is found by a court to be of unsound mind;

(c) if he becomes bankrupt or enters into an arrangement with his creditors pursuant to the Bankruptcy and Insolvency Act of Canada;

(d) if at a special or annual general meeting of members a resolution is passed by three-quarters (3/4) of the members present at the meeting that he be removed from office;

(e) if he dies; and

(f) if he fails to attend three (3) successive meetings, without satisfactory reason, and the Board of Directors by Resolution declares the office to be vacant;

 

Provided that if any vacancy shall occur for any of the above reasons, the Board of Directors may by majority vote fill the vacancy with a member in good standing of the Corporation.

17. Meetings of the Board of Directors maybe held at any time and place as is determined by the Board of Directors provided that not less than forty-eight (48) hours notice of such meeting is given in writing or by telephone to each director. Provided that:

(i) the Board of Directors may appoint a day or days in any month or months for regular meetings at a specified place and time and, once notice has been given to all of the Directors of the date, place, and time of these regular meetings, such notice to be in accordance with this By-Law, then no further notice need be given with respect to each of these regular meetings.

(ii) notice may be given by mail of any Directors’ meetings provided that notice is posted by ordinary mail at least fourteen (14) days prior to the date of the meeting;

(iii) no formal notice of the meeting is necessary if all Directors are present at a meeting or waive notice of the meeting in writing;

(iv) a meeting of the Board of Directors may be held, without notice, immediately following the annual meeting of the Corporation;

(v) five directors, by petition in writing, may require the Secretary or to call a meeting of the Board of Directors with notice of such meeting to be in accordance with this bylaw; and

(vi) the President may, in the case of an emergency which must be dealt with inside of 48 hours, call an emergency meeting of the Board of Directors which may be held without 48 hours notice as long as all Directors are given notice of the meeting either in writing or by telephone.

18. At any meeting of the Board of Directors, each Director shall be entitled to one (1) vote and the Chairman of the meeting shall not have a vote except: (a) if there is a tie vote in which case he shall have a casting vote for the purposes of breaking the tie; and (b) if the motion, after the vote of the other Directors, is passed by one vote, then he shall have a casting vote thereby giving the Chairman the opportunity to tie the vote and consequently defeat the motion.

19. A quorum for a meeting of the Board of Directors shall be a majority of the Directors.

20. If all the directors of the Corporation consent, a director may participate in a meeting of the board or of a committee of the board by means of a conference telephone or other communications facilities provided that all persons participating in the meeting can hear each other, and a director participating in a meeting in this way is deemed to be present at the meeting.

21. Directors shall not receive any remuneration for their services and no director shall directly or indirectly receive any profit from his position as such; provided that, by resolution of the board, a director may be paid reasonable expenses incurred by him in the performance of his duties.

22. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted.

23. The Board of Directors may appoint such agents and engage such employees as it deems necessary from time to time and such persons shall have such authority and shall perform such duties as are prescribed by the Board of Directors at the time of their appointment.

24. A reasonable remuneration for all agents and employees may be fixed by the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation, then the remuneration to such agents and employees shall cease to be payable from the date of such meeting.

INDEMNITIES TO DIRECTORS AND OTHERS

25. Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability of behalf of the Corporation or any company controlled by it and their heirs, executors, administrators, estate and effects, respectively, 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 proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever made, done, or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; and,

(b) all other costs, charges and expenses which he sustains or incurs in, about or in relation to the affairs thereof, and also from and against all other costs, charges or expenses as are occasioned by his own wilful neglect or default.

POWERS OF DIRECTORS

26. 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 kind of contract that the Corporation may lawfully enter into and, except as hereafter provided, may exercise all such other powers and do all such other acts and things as the Corporation is authorized to exercise and do.

27. The directors shall have the power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Directors may prescribe.

28. The Board of Directors shall take such steps as it may feel are required to enable the Corporation to acquire, accept, solicit, or receive registration fees, legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

OFFICERS

29. The officers of the Corporation shall be a president, secretary, treasurer, registrar, past president and such other officers as the Board of Directors may by resolution determine. The immediate past president of the corporation shall serve as an ex-officio officer of the corporation. Any two offices may be held by the same person. Officers need not be directors of the corporation. The President shall be elected by the Board of Directors and all other officers shall be appointed by the Board of Directors by resolution. Any individual appointed an officer of the Corporation automatically becomes a Regular Member.

30. An officer of the Corporation shall hold office until:

(a) he is dismissed by a majority vote of the Board of Directors;

(b) if he resigns his office by delivering a written resignation to the Secretary of the Corporation;

(c) if he is found by a court to be of unsound mind;

(d) if he becomes bankrupt or enters into an arrangement with his creditors pursuant to the Bankruptcy and Insolvency Act of Canada;

(e) if at a special or annual general meeting of members a resolution is passed by three-quarters (3/4) of the members present at the meeting that he be removed from office; and

(f) if he dies.

DUTIES OF OFFICERS

31. The president shall preside at all meetings of the Corporation and of the Board of Directors. He shall have the general and active management of the affairs of the Corporation. He shall see that all orders and resolutions of the board are carried into effect. The president shall serve as an ex-officio member on all committees of the Corporation.

32. The secretary may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry on the affairs of the Corporation generally under the supervision of the officers and shall attend all meetings, act as a clerk, and record all votes and minutes of all proceedings in the books to be kept for that purpose. The secretary shall give notice of all meetings of the members and of the Board of Directors. He shall also perform such other duties as may be required by the Board of Directors. He shall be custodian of the seal of the Corporation.

33. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in a chartered bank or trust company, or, in the case of securities, with a registered dealer in securities as may be designated by the Board of Directors from time to time. He shall disburse the funds of the Corporation as may be directed by proper authority, taking the proper vouchers for such disbursements, and shall give to the president and directors at the regular meeting of the Board of Directors an accounting of all the transactions and a statement of the financial position of the Corporation. He shall also perform such other duties as may be required by the Board of Directors.

34. The past president shall perform such duties as may be required of him by the Board of Directors.

35. The duties of all other officers of the Corporation shall be as called for by the terms of their engagement or as the Board of Directors determines.

EXECUTION OF DOCUMENTS

36. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by the President and the Treasurer or, if one of these officers is not available, then by one of them and at least one other officer of the Corporation and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The seal of the Corporation may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

MEETINGS

37. The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Canada as the Board of Directors may determine, at such time and on such date as the directors shall appoint. The annual general meeting of the members shall be held no more than ninety days after the end of the fiscal year of the Corporation.

38. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the following year. The members may consider and transact any business either special or general at any meeting of the members. The Board of Directors or the President shall have power to call, at any time, a general meeting of the members of the Corporation. The Board of Directors shall call a special general meeting of members upon a written requisition of members carrying not less than 30% of the voting rights. A quorum for any annual meeting or any special general meeting shall be fifteen (15) voting members.

39. Ten (10) days written notice shall be given of any annual or special general meeting of members by notice sent by ordinary mail to the members. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgement on the decision to

40. No error or omission in giving notice of any meeting of the Board of Directors or of any annual or general meeting or any adjourned meeting o f the members of the Corporation shall invalidate such meeting or make void any proceedings 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 at any meeting. For the purpose of sending any notice by mail or messenger to any member, director or officer for any meeting or for any other purpose, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.

VOTING OF MEMBERS

41. At all meetings of members of the Corporation every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws.

FINANCIAL YEAR

42. Unless otherwise ordered by the Board of Directors the fiscal year-end of the Corporation shall be December 31st.

COMMITTEES

43. Ad hoc committees may be established as required by the Board of Directors. Ad hoc committees shall be accountable to the general membership through the Board of Directors.

44. Committee members shall not be compensated for their services but may be reimbursed for any reasonable expenses incurred while acting for the Corporation in the performance of their duties.

45. All members, whether voting or non-voting, are eligible to become committee members. Committee chairpersons need not be board members. The membership of each committee shall be chosen by the Board of Directors or, where this power is delegated by the Board of Directors, by the committee chairperson. Committee members shall serve at the will of the Board of Directors. Removal of any ad hoc or standing committee member or chairperson is automatic if, at a special general meeting of members, a resolution is passed by three-quarters (3/4) of the voting members present at the meeting that the committee member or chairperson in question be removed.

AMENDMENT OF BY-LAWS

46. By-laws of the Corporation not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the Board of Directors and subsequently approved by three-quarters (3/4) of the voting members, at a meeting called for the purpose of considering the said by-law.

FINANCIAL STATEMENTS

47. The members shall, at each annual meeting, appoint an auditor to audit the accounts of the Corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board of Directors.

ENACTED this day of February, 2003.

WITNESS the corporate seal of the Corporation.

_________________________________ __________________________________

Francois Lucien Dugal William Joseph Walsh

_________________________________

Carolyn Alice Holmes

Schedule 1 to Bylaw Number 1 of

Orleans Little League Baseball Inc.

Petites Ligues de Baseball Orleans Inc

OLLBA Boundary Description

(as per District Administrator’s decision 25 Feb 02)

The North boundary is formed by the Ottawa River.

Starting in the northwest corner, the boundary is further described as:

from the convergence of Green’s Creek and the Ottawa River, south along the creek to the intersection with Highway 34 (Montreal Road);

east on Montreal Road to the east property line of the RCMP (old LETE) property;

 

south on the RCMP property line to the intersection with Old Innes Road;

east on Old Innes Road and then Innes Road to the intersection with Highway 41 (Mer Bleu Road);

south on Mer Bleu Road to its end;

south along an extension of the line of the Mer Bleu Road to Boundary Road;

south on Boundary Road to the intersection of Highway 26 (Russell Road);

east on Russel Road to the intersection with the City of Ottawa (old City of Cumberland) eastern boundary; and .

north on the City boundary (including Canaan Road) to the intersection with the Ottawa River.

Boundaries defined byroads should be interpreted such that OLLBI membership eligibility includes families resident on both sides of the road, to avoid the unnecessary separation of players who are neighbours and friends.