Constitution

This page contains an online rendition of the official copy of the Guelph Recreational Slo-Pitch League Constitution and By-Laws. The official copy can be downloaded from Guelph Mens Slo-Pitch Constitution (2014)

GUELPH RECREATIONAL SLO-PITCH LEAGUE

CONSTITUTION AND BY-LAWS

ORIGINAL OCTOBER 1996
AMENDED APRIL 2000
AMENDED MARCH 2003
AMENDED JUNE 2014

 
  1. ARTICLE 1 – PURPOSES AND GOALS
    1. The Guelph Recreational Slo-Pitch League is a not-for-profit without share capital Ontario corporation (number 000613824). It shall be known as the Guelph Men’s Recreational Slo-Pitch League.
    2. The purpose of the Guelph Men’s Recreational Slo-Pitch League is to create an opportunity for men of a certain age to play recreational slo-pitch in an environment that promotes friendliness and fair play amongst all participants.
    3. The corporate members of the Guelph Men’s Recreational Slo-Pitch League are the Team Representatives.
    4. The governing bodies of the corporation will come from within its membership.
    5. The Head Office of the corporation shall be the residential residence of the Corporation’s President.
  2. ARTICLE 2 – ELECTION OF OFFICERS AND DIRECTORS
    1. The Board of Directors shall consist of seven persons elected from the membership, by the membership and shall consist of four Officers and three Directors. For the purpose of this Article, the term Officers will refer to: President, Vice President, Secretary, and Treasurer. The immediate Past President will act as an ex officio Director and is eligible to attend all Board meetings but not in any voting capacity.
    2. Elections for these seven positions will be held at the October meeting of the Membership. They will be conducted in the order of: President, Vice President, Secretary, Treasurer, and Directors. Anyone defeated in one election may run again for a remaining position.
    3. Members wishing to stand for office must be nominated for the said position and voted in by the members.
    4. The elections will be chaired by the President except for when the President is running for one of the Officer positions. In such case one of the other current Officers will take over the chair until the President has completed his bid for office.
    5. The winners of the elections for the positions outlined in Article 3.1 will become the Board of Directors and hold office until the elections the following year. At that time they are eligible to run for office again.
    6. The newly elected Board of Directors will begin their term of office at the next meeting of the Board or Members, whichever comes first.
    7. Should a Director or Officer vacate the position during the year an election will be held to replace him as soon as possible, as per section 5.5. The newly elected person shall hold office until the elections in the upcoming October meeting of the membership.
  3. ARTICLE 3 – MEETINGS OF THE BOARD OF DIRECTORS
    1. The purpose of the Board meetings will be to conduct all business and affairs of The Guelph Men’s Recreational Slo-Pitch League.
    2. The Board of Directors may meet once a month. The time, date, and place to be decided upon by the President and included in the minutes mailed out (electronically or postal) from the previous meeting. If deemed necessary, special meetings may be called by the President.
    3. The meetings of the Board will be chaired by the President or his alternate (if the President is absent).
    4. There must be enough members of the Board of Directors present at these meetings to form a quorum. (refer to Article 4.2)
    5. The Secretary or his alternate will keep accurate minutes of Board meetings and they will be mailed out to the Board Members (electronically or postal) with notice of the next meeting. Also included in these minutes should be any notice of motion held over to the next meeting.
    6. Individuals not on the Board of Directors will attend Board Meetings when specifically invited, or with the approval of the President upon request.
  4. ARTICLE 4 – DEMOCRATIC CONTROL
    1. To maintain democratic control of the Corporation it will be necessary to have enough members of the Board of Directors in attendance to form a quorum, to make the meeting official.
    2. For the purpose of conducting business according to this document a quorum for Board Meetings shall be a turnout of greater than 50% of the Board of Directors.
    3. For Board resolutions, a vote of greater than 50% in favour of the motion must be achieved. The President, or Chair of the Meeting, has a single vote. A tie vote shall be a defeated motion.
    4. If deemed necessary by the Board of Directors any issue essential to the welfare of the Corporation, may be referred to a referendum vote of all members of the Corporation. This vote will become the responsibility of the Board of Directors to arrange.
    5. If a member of the Board of Directors wishes, he may move to have a motion deferred to the next monthly meeting. This may be done to allow for greater discussion or research, or for more members to attend the next meeting for input. The motion would then be included in the minutes of the meeting to be mailed out.
    6. Any member of the Board of Directors may at any time request that a vote on motion be conducted by secret ballot. The President will count the ballots with at least one witness.
    7. For the purpose of any changes or amendments to the Constitution of the Guelph Men’s Recreational Slo-Pitch League by the Board of Directors, a notice of motion and materials pertaining to the motion will be inserted in a Notification of a Meeting of the Membership and mailed out (postal or electronic) to the members thirty (30) days prior to said meeting.
    8. For the purpose of conducting business according to this document a quorum for meetings of the Membership shall be a turnout of greater than 50% of the Members, in present or by proxy. The President must be notified in advance of any proxy.
    9. In the event of a tie vote in a meeting of the Members, the League President will exercise a second or “casting” vote. If the meeting is being chaired by an alternate, the alternate will exercise the second vote. See Ontario Corporations Act sections 93(1c) and 133(1)
    10. Meetings of the Membership shall occur at least twice a year, once in October to elect the Officers, Directors, and Committee members and once to have the Financial Statements for the past year available for review and to deal with any constitutional changes. Other meetings of the Membership shall be at the call of the President.
  5. ARTICLE 5 – ELECTION OF MEMBERS/TEAM REPRESENTATIVES
    1. Players in good standing become Team Representatives and Members of the Corporation by being elected by the existing members at a meeting of the membership. Players may volunteer or be recruited to stand for election. Membership in the Corporation automatically renews provided the individual remains a Team Representative. Membership in the Corporation ceases when the individual resigns as a Team Representative. The organization and running of the election shall be the responsibility of the Vice President.
    2. During the month of July, or as required to fill a vacancy, the Vice President will ask each existing Team Representative to canvas his team for volunteers to run for Team Representative positions.
    3. The names of the volunteers should be made available to the Vice President before the regular September meeting.
    4. The Vice President will contact the candidates as soon as possible to advise them that they will be required to attend the October meeting and stand for election. If elected they will be assigned a team and participate in the elections of the Board of Directors and the set up of the Corporate committees.
    5. In the case of a Team Representative needing to be replaced during the playing season, the team will be canvassed for a volunteer to assume the Representative’s role for the balance of the season. The player will need to be elected at the next meeting of the membership. If the playing season has not begun the new Team Representative will come from the current list of candidates in order of most votes received.
    6. Members, including Directors and Officers, can be removed from membership in the Corporation by a vote of 75% of the members, at a meeting of the members.
  6. ARTICLE 6 – DUTIES OF THE PRESIDENT
    1. The President shall, when present, preside at all meetings of the Board, the Executive Committee (if any) and Members. The president shall supervise the affairs and operation of the Corporation, sign all documents requiring his signature and have the other powers and duties from time to time prescribed by the Board or incident to his office. The president will be responsible for providing an agenda for all meetings and arranging facilities.
  7. ARTICLE 7 – DUTIES OF THE VICE-PRESIDENT
    1. During the President’s absence or inability to act, his duties and powers may be exercised by the Vice President. If the Vice President exercises any one of those duties or powers, the President’s absence or inability to act shall be presumed with respect thereto. The Vice President shall also perform the other duties from time to time prescribed by the Board or Executive Committee (if any) or incident to his office. He shall be a signing officer of the Corporation. He shall also be responsible for the seeking and election of Corporate members (Team Representatives).
  8. ARTICLE 8 – DUTIES OF THE SECRETARY
    1. The Secretary shall be clerk for the Board, Executive Committee (if any), and meetings of the Members and shall attend all such meetings to record all facts and minutes of those proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to Directors. He shall be the custodian of the corporate seal of the Corporation and of all books, papers, records, correspondence and documents belonging to the Corporation and shall perform other duties from time to time prescribed by the Board or Executive Committee (if any) or incident to his office.
    2. The Secretary shall complete and submit any forms required of a corporation and train his successor in the completion of the forms. Form #1 of the Ontario Corporation Information Act, and any successor form, which is one such form, is required to be submitted for any change in Board composition (changes in Officers or Directors).
  9. ARTICLE 9 – DUTIES OF THE TREASURER
    1. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the Corporation in the bank or banks from time to time designated by the Board or Executive Committee (if any). He shall disburse the funds of the Corporation under the direction of the Board or Executive Committee (if any), taking proper vouchers therefore and shall render to the Board or Executive Committee (if any), whenever required of him, and account for all his transactions as treasurer and of the financial positions of the Corporation. He shall cooperate with the auditors of the Corporation during any audit of the accounts of the Corporation and perform other duties from time to time as prescribed by the Board or Executive Committee (if any) or incident to his office.
    2. Following the fiscal year end, the Treasurer shall prepare an Income Statement, Balance Sheet and Source and Use of Funds Statement for the Corporation. These statements will be presented to the Board of Directors for their approval and then submitted to the audit committee (article 12.6) to form part of the Corporation’s audit.
  10. ARTICLE 10 – DUTIES OF THE DIRECTORS
    1. Duties to be assigned by the Board of Directors.
  11. ARTICLE 11 – COMMITTEES
    1. Committees will be needed to be formed to organize and run certain functions of The Guelph Men’s Recreational Slo-Pitch League. These may include banquets, dinners, dances, picnics, trophies, tournaments, scheduling, elections etc.
    2. With the exception of an audit committee (article 11.6), the number and types of committees will be determined by the Board of Directors.
    3. The numbers that form these committees will come from the group of Team Representatives, members of the Board of Directors, or anyone appointed by the Board of Directors.
    4. From these committees one person will volunteer or be elected Committee Chairman.
    5. The Committee Chairman will coordinate the efforts of the other members of the committee. It will also be his responsibility to report to the Board of Directors.
    6. An audit committee will be formed at the October meeting of the Members, to hold office until the audit is presented to a general meeting of the Members. The audit committee will consist of three members, two of which are not officers or directors of the Corporation. The purpose of the audit committee will be to engage a qualified professional accountant on a volunteer basis to audit the Corporation’s financial records and statements or to perform the audit themselves.
  12. ARTICLE 12 – DUTIES OF THE TEAM REPRESENTATIVES
    1. The purpose of the team Representative is to represent the players of his team.
    2. Attend meetings of the Corporation as required.
    3. His duties and responsibilities are as outlined in the Team Representative Handbook.
  13. ARTICLE 13 – FINANCE
    1. For financial purposes the fiscal year will be from November 1st to October 31st.
    2. Signing authority will be given to the President, Vice President and Treasurer. All cheques will require two signatures of the above three positions.
    3. All Corporate budgets must be approved by a majority vote of the Board of Directors. Expenses in excess of budgets must be approved by the Board of Directors.
    4. The Corporation shall not borrow funds of any amount unless a motion is passed by 75% of the Board.
    5. All elected positions within the Corporation will be on a volunteer basis and will not receive funds from the Corporation.
    6. An annual audit shall be performed of the Corporation’s financial records and statements under the direction of the audit committee (article 11.6). The report of the audit committee shall be approved by the Board and presented to a general meeting of the members. A copy of the Corporation’s audited financial statements will be made available to any member of the Corporation who requests it. Any such request shall be made to the Secretary along with a stamped, self-addressed envelope or fax phone number.
  14. ARTICLE 14 – PLAYER ELIGIBILITY
    1. Open to men who have attained the age of eligibility as determined by the Board in the current year.
    2. Applicants must reside or work in Guelph or nearby communities at time of application.
    3. Applicants from other cities will only be accepted if there are still openings after Guelph and area applicants have been placed.
    4. Players reapplying from the previous year are exempt from Article 14.2.
    5. Players shall be accepted in the following order.
      1. Players returning to same night as previous year.
      2. Players switching night from previous year.
      3. Players on one year leave of absence in order of number of years played.
      4. Players on previous years waiting list in order of last years assigned number.
      5. New players in accordance with Article (14.2)
      6. New players in accordance with Article (14.3)
      7. Registration fees paid
    6. Players not showing up for three consecutive games without notifying their team Rep may be replaced with a player from the waiting list and no refund will be given.
    7. Players quitting the League because of injury or other commitments will receive a pro rated refund.
  15. ARTICLE 15 – TEAM SETUP AND OPERATION
    1. The number of teams and the number of players per team, including the Team Representative, will be decided by the Board of Directors. Each team will be assigned players with every effort made to have all teams of equal ability. There may be provisions to place or not place any player on any team.
    2. The layout of the ball diamonds, what equipment will be provided by the League, what personal equipment may be used, and other operational requirements will be decided by the Board of Directors.
    3. Insurance will be provided for the players and the Corporation.
  16. ARTICLE 16 – RULES
    1. The Guelph Recreational Slo-Pitch League will use Softball Ontario Rules except where otherwise stated in the league rules. Exemptions to Softball Ontario rules are approved by the Board. These exemptions will be provided in writing to each Team Representative before the start of the season.
    2. Requests or suggestions for an exemption to Softball Ontario rules can be brought forward to the Board by Team Representatives for consideration.
    3. All players will be expected to adhere to all league policies and rules of fair play and good conduct. Rules of fair play and good conduct will be provided by the league at the opening banquet. Failure to abide by these rules could result in disciplinary action.