Kitchener Minor Baseball Association (KMBA) 

By-laws 

ARTICLE I / GENERAL 

1.1 Purpose – These By-laws relate to the general conduct of the affairs of the Kitchener Minor Baseball Association (KMBA). 

1.2 Definitions - The following terms have these meanings in these By-laws: 

  1. a) Act – the Ontario Not-for-Profit Corporations Act, 2010. 
  2. b) Auditor – an individual, partnership or corporation appointed by the Members at the Annual Meeting to audit the books, accounts, and records of the Corporation for a report to the Members at the next Annual Meeting in accordance with the Act. 
  3. c) Board – the Board of Directors of the Corporation. 
  4. d) Coordinator – a position appointed by the Board to sit on committees and/or perform certain duties on behalf of the Board. 
  5. e) Corporation – the Kitchener Minor Baseball Association (KMBA) 
  6. f) Days – days including weekends and holidays. 
  7. g) Director – an individual elected or appointed to serve on the Board pursuant to these By-laws. h) Extraordinary Resolution – a resolution passed by not less than eighty (80) percent of the votes cast on that resolution 
  8. i) Officer – an individual elected or appointed to serve as an Officer of the Corporation pursuant to these By-laws. j) Ordinary Resolution – a resolution passed by a majority of the votes cast on that resolution. k) Special Resolution – a resolution passed by not less than two-thirds of the votes cast on that resolution. 

1.3 Registered Office – The registered office of the Corporation will be located within the Province of Ontario. 

1.4 Corporate Seal - The Corporation may have a corporate seal, which may be adopted and may be changed by Ordinary Resolution of the Board. 

1.5 No Gain for Members – The Corporation will be carried on without the purpose of gain for its Members and any profits or other accretions to the Corporation will be used in promoting its objects. 

1.6 Ruling on By-laws – Except as provided in the Act, the Board will have the authority to interpret any provision of these By-laws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Corporation. 

1.7 Conduct of Meetings – Unless otherwise specified in these By-laws, meetings of Members and meetings of the Board will be conducted according to Robert’s Rules of Order (current edition). 

1.8 Interpretation – Words importing the singular will include the plural and vice versa and words importing persons will include bodies corporate. Words importing an organization name, title, or program will include any successor organizational name, title, or program. 

ARTICLE II / MEMBERSHIP 

2.1 Categories – The Corporation has the following categories of Member: 

  1. a) Voting Member – Any individual who is: 
  2. A Head Coach rostered, in good standing, in house league (Kitchener), select league, rep, and elite league; ii. An appointed team representative, in good standing, in house league (Kitchener), select league, rep, and elite league; or iii. A Director of the Corporation 
  3. b) Participant Member – Any individual who is a participant in the activities of the Corporation and who has registered with the Corporation (or, if the individual is younger than eighteen (18) years old, who has had a parent or guardian register with the Corporation on their behalf). 

Registration 

2.2 Each Member must register with the Corporation and agree to abide by the Corporation’s By-laws, policies, procedures, rules and regulations or, if the Member is under the age of 18, have a parent or guardian agree to abide by the Corporation’s By-laws, policies, procedures, rules and regulations on behalf of the Member. 

Admission and Renewal of Members 

2.3 Any candidate will be admitted or renewed as a Member if: 

  1. a) The candidate member makes an application for membership in a manner prescribed by the Corporation; b) The candidate member was previously a Member, the candidate member was a Member in good standing when the candidate ceased to be a Member; 
  2. c) The candidate member has paid fees as prescribed by the Board; 
  3. d) For Members who are Directors, the candidate member is not an employee or contractor receiving $500 or more in compensation from the Corporation; 
  4. e) The candidate member agrees to uphold and comply with the Corporation’s governing documents; f) The candidate member meets any other condition of membership determined by the Board; g) The candidate member has met the applicable definition listed in Section 2.1; and 
  5. h) The candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board. 

Membership Dues and Duration 

2.4 Year – Unless otherwise determined by the Board (or designate), membership with the Corporation, for a non-Director, begins on the date the Board (or designate) accepts the Member’s registration and ends on September 30th or when the Member resigns or is terminated from membership. For a Director, membership begins on the date the Director assumes office in accordance with these By-laws and ends when the individual ceases to be a Director. 

2.5 Registration Fees– Membership fees will be determined annually by the Board on or before July 1st. 

2.6 Deadline – Members will be notified in writing of the membership dues and if the membership dues are not paid within thirty (30) days of the membership due date, the Member in default will automatically cease to be a Member of the Corporation. 

Compliance, Transfer, Suspension, and Termination of Membership 

2.7 Policy Compliance – As a condition for membership, a Member (or the Member’s parent/guardian, on behalf of the Member, if the Member is younger than 18 years old) must comply with the Corporation’s policies and procedures, as may be modified or updated at the discretion of the Board (or designate). Failure to comply with the Corporation’s policies and procedures may result in discipline, or suspension or termination of membership. 

2.8 Transfer – Membership in the Corporation is non-transferable. 

2.9 Suspension – A Member may be suspended, pending the outcome of a discipline hearing in accordance with the Corporation’s policies related to discipline, or by Special Resolution of the Board at a meeting of the Board provided the Member has been given notice of and the opportunity to be heard at such meeting. 

2.10 Termination – Membership in the Corporation will terminate immediately upon: 

  1. a) The expiration of the Member’s annual membership, unless renewed in accordance with these By-laws; b) The Member fails to maintain any of the qualifications or conditions of membership described in these By-laws; 
  2. c) Resignation by the Member by giving written notice to the Corporation; 
  3. d) Dissolution of the Corporation; 
  4. e) The Member’s death; or 
  5. f) By Ordinary Resolution of the Board or of the Members at a duly called meeting, provided fifteen (15) days’ notice is given and the Member is provided with reasons and the opportunity to be heard. Notice will set out the reasons for termination of membership and the member receiving the notice will be entitled to submit a written submission opposing the termination. 

2.11 May Not Resign – A Member may not resign from the Corporation when the Member is subject to disciplinary investigation or action of the Corporation. 

2.12 Arrears – A Member will be expelled from the Corporation for failing to pay membership fees or monies owed to the Corporation by the deadline dates prescribed by the Corporation. 

2.13 Discipline – In addition to expulsion for failure to pay membership fees, a Member may be disciplined in accordance with the Corporation’s policies and procedures relating to the discipline of Members. 

2.14 Fees Payable – Any fees, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due. 

Good Standing 

2.15 Definition – A Member will be in good standing provided that the Member: 

  1. a) Has not ceased to be a Member; 
  2. b) Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed; 
  3. c) Has completed and remitted all documents as required by the Corporation; 
  4. d) Has complied with the By-laws, policies, and rules of the Corporation; 
  5. e) Is not subject to a disciplinary investigation or action by the Corporation, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and f) Has paid all required membership dues. 

2.16 Cease to be in Good Standing - Members that cease to be in good standing, as determined by the Board or a Disciplinary Panel will not be entitled to vote at meetings of the Members or be entitled to the benefits and privileges of membership until such time as the Board is satisfied that the Member has met the definition of good standing. 

ARTICLE III / MEETINGS OF MEMBERS 

3.1 Annual Meeting - The Corporation will hold meetings of Members at such date, time and place as determined by the Board within the Province of Ontario. The Annual Meeting will be held within fifteen (15) months of the last Annual Meeting and within six (6) months of the Corporation’s fiscal year end. Any Member, upon request, will be provided, not less than fourteen (14) days before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report (if any). 

3.2 Special Meeting - A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board or upon the written requisition of ten percent (10%) or more of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within twenty-one (21) days from the date of the deposit of the requisition. 

3.3 Business – All business transacted at a Special Meeting and all business transacted at an Annual Meeting (except consideration of the financial statements, presentation of the auditor’s report or review engagement report (if any); the election of Directors; and re-appointment of the incumbent auditor or the person conducting the review engagement (if any)) is special business. The business transacted at the Annual Meeting shall include: 

  1. a) Receipt of the agenda; 
  2. b) Receipt of the minutes of the previous Annual Meeting and subsequent Special Meetings (if any); c) Consideration of the financial statements; 
  3. d) Report of the auditor or person who has been appointed to conduct a review engagement (if any); e) Reappointment or appointment of the auditor or person who has been appointed to conduct a review engagement for the coming year (if any); 
  4. f) Election of Directors; and 
  5. g) Such other business or special business as may be set out in the notice of meeting 

3.4 Participation/Holding by Electronic Means – Any person entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting if the Corporation makes such means available. A person so participating in a meeting is deemed to be present at the meeting. The Board or Members, as the case may be, may determine that the meeting be held entirely by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. 

3.5 Notice - Written or electronic notice of the date of the Annual Meeting of the Members will be given to all Members in good standing, Directors, and the Auditor at least ten (10) days and not more than fifty (50) days prior to the date of the meeting. A defined list of voting Members will be available at least thirty (30) days prior to the meeting. Notice will contain a reminder of the right to vote by proxy or by absentee ballot, a proposed agenda, reasonable information to permit Members to make informed decisions, nominations of Directors, and the text of any resolutions or amendments to be decided. 

3.6 Waiver of Notice – Any person who is entitled to notice of a meeting of the Members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called in accordance with these By-laws. 

3.7 Error or Omission in Giving Notice - No error or omission in giving notice of any meeting of the Members shall invalidate the meeting or make void any proceedings taken at the meeting. 

3.8 New Business - No other item of business will be included in the notice of the meeting of the Members unless notice in writing of such other item of business, or a Member’s proposal, has been submitted to the Board sixty (60) days prior to the meeting of the Members in accordance with procedures as approved by the Board. Copies of all such proposals together with copies of any amendments thereto then proposed by the Board and copies of all resolutions put forward by the Board shall be sent to all Members with the agenda and the notice calling an Annual Meeting. 

3.9 Quorum – Fifteen (15) voting Members present or by proxy will constitute a quorum. Voting member defined in 2.1.1 If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting. 

3.10 Closed Meetings – Meetings of the Members will be closed to the public except by invitation of the Board. 

3.11 Agenda – The agenda for the Annual Meeting may include: 

  1. a) Call to order 
  2. b) Establishment of quorum 
  3. c) Approval of the agenda 
  4. d) Approval of minutes of the previous Annual Meeting 
  5. e) Presentation of reports 
  6. f) Report of Auditors 
  7. g) Appointment of Auditors, when applicable 
  8. h) Business as specified in the meeting notice 
  9. i) Election of board members 
  10. j) Adjournment 

3.12 Scrutineers – At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted. 

3.13 Adjournments - With the majority consent of the Members present and quorum ascertained, the Members may adjourn a meeting of Members and no notice is required for continuation of the meeting, if the meeting is held within thirty (30) days. 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 the same. 

3.14 Attendance - The only persons entitled to attend a meeting of the Members are the Members, the Directors, the auditors, and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting. 

Voting at Meetings of Members 

3.15 Voting Rights – Members will have the following voting rights at all meetings of the Members: a) Voting Members will have one vote each. 

  1. b) Participant Members will not have a vote. 

3.16 Eligibility of Votes – The Board will determine the list of Members who are eligible to vote at the Annual General Meeting (AGM) or Special Meeting of the Members. The date of eligibility will be no more than thirty (30) days prior to the meeting of members. 

3.17 Proxy Voting – Every Member entitled to vote at a meeting of Members may, by means of a proxy, appoint a proxy holder, or one or more alternate proxy holders, to attend and vote on behalf of the Member. The proxy holder need not be a Member. A proxy must: 

  1. a) Be signed by the Member; 
  2. b) Be in a form that complies with the Act; 
  3. c) Comply with the format stipulated by the Corporation; and 
  4. d) Be submitted to the Registered Office of the Corporation at least two (2) business days prior to the meeting of the Members 

3.18 Majority of Votes - Except as otherwise provided in these By-laws, an Ordinary Resolution will decide each issue. In the case of a tie, the issue is defeated. 

3.19 Written Resolution – A resolution signed by all the Members entitled to vote on that resolution at a meeting of the Members is as valid as if it had been passed at a meeting of the Members. 

ARTICLE IV / GOVERNANCE 

Composition of the Board 

4.1 Directors – The Board will consist of thirteen (13) Director positions. 

4.2 Composition of the Board - The Board will consist of the following positions: 

  1. a) President 
  2. b) Vice President 
  3. c) Treasurer 
  4. d) Secretary 
  5. e) Director, House League 
  6. f) Eight (8) Directors-at-Large 

4.3 Directors-at-Large – Directors-at-Large may be appointed, by the Board, to serve as Directors of various portfolios related to the operations of the Corporation (e.g., Communications Director, Sponsorship Director, etc.). Directors-at-Large may have more than one portfolio and may be assigned and removed duties by Ordinary Resolution of the Board. 

4.4 Board Observer – An individual (such as the Past President and Executive Director) may be invited to serve as a Board Observer and attend meetings of the Board in a non-voting capacity provided the individual is interested in serving in the position and has been approved by Ordinary Resolution of the Board. Board Observers are not Directors and may be asked to leave a meeting (or part of a meeting) of the Board at the discretion of the Board at any time. 

4.5 Past President – The immediate Past President of the Corporation (or another Past President, at the Board's discretion) may be appointed into the position of Past President provided that this individual is interested in serving in the position and has been approved by Ordinary Resolution of the Board. The Past President is a Board Observer and not a Director. 

Eligibility of Directors 

4.6 Eligibility – To be eligible for election as a Director, an individual must: 

  1. a) Be eighteen (18) years of age or older; 
  2. b) Not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property; 
  3. c) Have the power under law to contract; 
  4. d) Have not been declared incapable by a court in Canada or in another country; and 
  5. e) Not have the status of bankrupt. 

Election of Directors 

4.7 Nominations Committee – The Board may appoint a Nominations Committee. The Nominations Committee will be responsible to solicit and receive nominations for the election of the Officers and Directors. 

4.8 Nomination - Any nomination of an individual for election as an Officer and Director will: a) Include the written consent of the nominee by signed or electronic signature; 

  1. b) Comply with the procedures established by the Nominations Committee; and 
  2. c) Be submitted to the Corporation seven (7) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board. 
  3. d) Nominees for President and Treasurer must comply with the minimum criteria established by the Nominations Committee 

4.9 Nominations from the Floor – An individual may be nominated from the floor of the meeting of the Members in accordance with the Act. 

4.10 Circulation of Nominations - Valid nominations will be circulated to Members at the Annual Meeting prior to the elections. 

4.11 Election – The Members shall elect the Directors to hold office no later than the second annual meeting of Members following the election. The Directors will be elected at each Annual Meeting as follows: a) The President, House League Director, Treasurer, and four (4) Directors at Large will be elected at an alternate Annual Meeting to those listed in sub-section b. 

  1. b) The Vice-President, Secretary, and four (4) Directors at Large will be elected at an alternate Annual Meetings to those listed in sub-section a. 

4.12 Elections – Elections for each non-Director-at-Large position will be decided by Ordinary Resolution of the Members in accordance with the following: 

  1. a) One Valid Nomination – Winner elected by Ordinary Resolution. 
  2. b) Two or More Valid Nominations – The nominee(s) receiving the greatest number of votes will be elected. In the case of a tie, the nominee receiving the fewest votes will be deleted from the list of nominees and a second vote will be conducted. If there continues to be a tie and more nominees than positions, the nominee receiving the fewest votes will be deleted from the list of nominees until there remains the appropriate number of nominees for the position(s) or until a winner is declared. If there continues to be a tie then the winner(s) will be declared by Ordinary Resolution of the Board. 

4.13 Director-at-Large Elections – Elections for Director-at-Large positions will be decided by Ordinary Resolution of the Members in accordance with the following: 

  1. a) Equal number of Nominations and Available Positions – Winners elected by Ordinary Resolution. b) More Nominations than Available Positions – The nominee(s) with the highest number of votes will fill the available positions until all the available positions have been filled. In the case of a tie for the final available position, a second vote will be conducted between the tied nominees. If the second vote is also a tie, the Board will declare a winner by Ordinary Resolution. 

4.14 Terms –Directors will serve terms of two (2) years and will hold office until their successors have been duly elected in accordance with these By-laws, unless they resign, are removed from or vacate their office. 

4.15 Director Consent and Registration – An individual who is elected or appointed to be a Director must register with the Corporation as a Director, must sign all required documents presented by the Corporation, and must consent in writing to hold office as a Director before or within ten (10) days of their election or appointment. Any individual who does not provide consent within the time limit is not a Director and is deemed not to have been elected or appointed to hold office as a Director. The requirement to consent does not apply to a Director who is re-elected or reappointed when there has been no break in their term of office. 

Resignation and Removal of Directors 

4.16 Resignation - A Director may resign from the Board at any time by presenting their notice of resignation to the Board. This resignation will become effective the date on which the notice is received by the Secretary or at the time specified in the notice, whichever is later. When a Director who is subject to a disciplinary investigation or action of the Corporation resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action. 

4.17 Vacate Office - The office of any Officer or Director will be vacated automatically if: 

  1. a) The Director resigns; 
  2. b) The Director is found to be incapable of managing property by a court or under Ontario law; c) The Director is found by a court to be of unsound mind; 
  3. d) The Director becomes bankrupt or suspends payment of debts or compounds with creditors or makes an authorized assignment in bankruptcy or is declared insolvent; or 
  4. e) The Director dies. 

4.18 Removal – An elected Director may be removed by Ordinary Resolution of the Members at a Special Meeting provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting. 

Filling a Vacancy on the Board

4.19 Vacancy - Where the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the vacancy for the remainder of vacant term. 

Meetings of the Board 

4.20 Call of Meeting – A meeting of the Board will be held at any time and place as determined by the President, or by written requisition of at least two (2) Directors. 

4.21 Chair – The President will be the Chair of all Board meetings unless designated by the President. In the absence of the President, or if the meeting of the Board was not called by the President, the Vice-President (or designate) will be the Chair of the meeting. 

4.22 Notice – Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least seven (7) days prior to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Corporation. 

4.23 Number of Meetings – The Board will hold at least six (6) meetings per year. 

4.24 Quorum – At any meeting of the Board, quorum will be a majority, fifty-one (51) percent, of Directors holding office. 

4.25 Voting – Each Director is entitled to one vote. Voting will be by a show of hands unless a majority of Directors present request a secret ballot. Resolutions will be passed by Ordinary Resolution. In the event of a tie, the motion is defeated. 

4.26 No Alternate Directors - No person shall act for an absent Director at a meeting of directors. 

4.27 Written Resolutions - A resolution in writing signed by all the Directors board members is as valid as if it had been passed at a meeting of the Board. 

4.28 In-Camera Meetings – The Board may, by Ordinary Resolution, consider business in-camera. 

4.29 Closed Meetings – Meetings of the Board will be closed to Members and the public except by invitation of the Board. 

4.30 Meetings by Telecommunications - A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting. Additionally, for an in-person meeting of the Board, a Director may, if all the Directors of the Corporation consent, participate in a meeting of the Directors by telephonic or electronic means provided that all participants are able to adequately communicate during the meeting. 

Duties of Directors 

4.31 Duties of the Directors – The duties of the Directors are described in the Corporation’s policies. 

Powers of the Board 

4.32 Powers of the Corporation – Except as otherwise provided in the Act or these By-laws, the Board has the powers of the Corporation and may delegate any of its powers, duties, and functions. 

4.33 Empowered – The Board is empowered, including but not limited to: 

  1. a) Make policies and procedures or manage the affairs of the Corporation in accordance with the Act and these By-laws; 
  2. b) Make policies and procedures relating to the discipline of Members, and have the authority to discipline Members in accordance with such policies and procedures; 
  3. c) Make policies and procedures relating to the management of disputes within the Corporation and deal with disputes in accordance with such policies and procedures; 
  4. d) Employ or engage under contract such persons as it deems necessary to carry out the work of the Corporation; e) Appoint Coordinators with duties and responsibilities as described by the Board; 
  5. f) Determine registration procedures, recommend membership dues, and determine other registration requirements; 
  6. g) Enable the Corporation to receive donations and benefits for the purpose of furthering the objects and purposes of the Corporation; 
  7. h) Make expenditures for the purpose of furthering the objects and purposes of the Corporation; i) Borrow money upon the credit of the Corporation as it deems necessary in accordance with these By-laws; and j) Perform any other duties from time to time as may be in the best interests of the Corporation. 

ARTICLE V / OFFICERS 

5.1 Composition – The Officers will be comprised of the President, Vice-President, Secretary, Treasurer and Director, House League. These roles are elected by the Members directly into their office. 

5.2 Duties of the Officers – The duties of the Officers are described in the Corporation’s policies. 

5.3 Delegation of Duties – At the discretion of the Officer and with approval by Ordinary Resolution of the Board, any Officer may delegate any duties of that office to appropriate staff or committee of the Corporation, or to another Officer or Direct. 

5.4 Other Officers – The Board may determine other Officer positions and appoint individuals to fill those positions. Other Officers need not be Directors. 

ARTICLE VI / COMMITTEES 

6.1 Executive Committee – The Corporation may have an Executive Committee, which will be comprised of the Officers and any other Directors as determined by the Board by way of Ordinary Resolution. If established, the Executive Committee will have the authority to oversee the implementation of Board policies during intervals between meetings of the Board and will perform such duties as prescribed by these Bylaws or may be prescribed from time to time by the Board. Decisions will be reported to the Board at the next Meeting. 

6.2 Appointment of Standing and Ad-Hoc Committees – The Board may appoint such standing and ad-hoc committees as it deems necessary for managing the affairs of the Corporation. The Board may appoint and remove members of these committees or provide for the election of members of these committees, may prescribe the duties and terms of reference of these committees, and may delegate to any of these committees any of its powers, duties, and functions. 

6.3 Committee Limitations – No Committee, including the Executive Committee (if established), has authority to: a) Submit to the Members any question or matter requiring approval of the Members; 

  1. b) Fill a vacancy among the Directors or appoint additional Directors; 
  2. c) Issue debt obligations except as authorized by the Board; 
  3. d) Approve any financial statements; 
  4. e) Adopt, amend or repeal the By-laws; or 
  5. f) Establish contributions to be made, or fees to be paid, by Members without the approval of the Board

6.4 President Ex-officio – The President will be an ex-officio and non-voting member of all Committees of the Corporation other than the Executive Committee (if established) on which the President is a full voting member. 

ARTICLE VII / FINANCE AND MANAGEMENT 

7.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the Corporation will be October 1st to September 30th. 

7.2 Bank - The banking business of the Corporation will be conducted at such financial institution as the Board may determine. 

7.3 Auditors - At each Annual Meeting the Members may appoint an auditor to audit or conduct a review engagement of the books, accounts and records of the Corporation in accordance with the Act. The auditor will hold office until the next Annual Meeting. The auditor will not be an employee, Officer, or Director of the Corporation and must be permitted to conduct an audit or review engagement of the Corporation under the Public Accounting Act, 2004, as amended. When the Corporation’s revenue for the previous fiscal year was less than the amount prescribed in the Act, the Members may decline, by Extraordinary Resolution, to appoint an auditor. Alternatively, when the Corporation’s revenue for the previous fiscal year was greater than the amount prescribed in the Act, the Members may, by Extraordinary Resolution, chose to conduct a review engagement in lieu of an audit. 

7.4 Annual Financial Statements – The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Corporation of the last fiscal year of the corporation but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting. A copy of 

the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than fourteen (14) days before the Annual Meeting. The Financial Statements will include: 

  1. a) The financial statements 
  2. b) The auditor’s report or review engagement (if any) 
  3. c) Any further information respecting the financial position of the Corporation 

7.5 Books and Records - The necessary books and records of the Corporation required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to: a) The Corporation’s articles and By-laws; 

  1. b) The minutes of meetings of the Members and of any committee of Members; 
  2. c) The resolutions of the Members and of any committee of Members; 
  3. d) The minutes of meetings of the Directors or any committee of Directors; 
  4. e) The resolutions of the Directors and of any committee of Directors; 
  5. f) A register of Directors; 
  6. g) A register of Officers; 
  7. h) A register of Members; and 
  8. i) Account records adequate to enable the Directors to ascertain the financial position of the Corporation on a quarterly basis. 

7.6 Execution of Contracts – All financial instruments, including deeds, transfers, assignments, cheques, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by at least two (2) of the President, Director, House League and the Treasurer and such other persons as the Board, by Ordinary Resolution, may authorize in specific instances. An Ordinary Resolution of the Board is required for the execution of contracts above $15,000. 

7.7 Property - The Corporation may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine. 

7.8 Borrowing - The Board may from time to time: 

  1. a) Borrow money on the credit of the Corporation; 
  2. b) Issue, reissue, sell or pledge debt obligations including bonds, debentures, debenture stock, notes or other like liabilities (whether secured or unsecured) of the Corporation; 
  3. c) Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and d) Charge, mortgage, hypothecate, or pledge all or any currently owned or subsequently acquired real or personal, moveable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt or liability of the Corporation. 

7.9 Borrowing Restriction - The Members may, by Special Resolution, restrict the borrowing powers of the Board but a restriction so imposed expires at the next Annual Meeting. 

Remuneration 

7.10 No Remuneration - All Directors, Officers and members of Committees will serve their term of office without remuneration (unless approved by at a meeting of Members) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a Committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a Committee will disclose the conflict/potential conflict in accordance with these By-laws. 

Conflict of Interest 

7.11 Conflict of Interest – A Director, Officer or member of a Committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Corporation will disclose, fully and promptly, the nature and extent of such interest to the Board or Committee. 

ARTICLE VIII / AMENDMENT OF BY-LAWS 

8.1 Voting – Subject to Section 8.2 (when applicable), these By-laws may only be amended, revised, repealed or added to by: 

  1. a) Ordinary Resolution of the Board. The new, amended, or revised By-law is effective until the next meeting of the Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution. A new, amended, or revised By-law that is not ratified by the Members ceases to have effect and no new By-law of the same or like substance has any effect until ratified at a meeting of the Members; or 
  2. b) A Member entitled to vote who may make a proposal to make, amend, or repeal a By-law in accordance with the Act which requires at least sixty (60) days’ notice. The new, amended, or repealed By-law will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution. 

8.2 Fundamental Changes – A Special Resolution of all Members is required to make the following fundamental changes to the By-laws or articles of the Corporation. Fundamental Changes are defined as follows: a) Change the Corporation’s name; 

  1. b) Add, change or remove any restriction on the activities that the Corporation may carry on; c) Create a new category of Members; 
  2. d) Change a condition required for being a Member; 
  3. e) Change the designation of any category of Members or add, change or remove any rights and conditions of any such category; 
  4. f) Divide any category of Members into two or more categories and fix the rights and conditions of each category; g) Add, change or remove a provision respecting the transfer of a membership; 
  5. h) Increase or decrease the number of, or the minimum or maximum number of, Directors; i) Change the purposes of the Corporation; 
  6. j) Change to whom the property remaining on liquidation after the discharge of any liabilities of the Corporation is to be distributed; 
  7. k) Change the manner of giving notice to Members entitled to vote at a meeting of Members; l) Change the method of voting by Members not in attendance at a meeting of the Members; or m) Add, change or remove any other provision that is permitted by the Act. 

ARTICLE IX / NOTICE 

9.1 Written Notice - In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, fax, electronic mail or courier to the address of record of the individual, Director, Officer, or Member, as applicable. 

9.2 Date of Notice - Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post-marked. 

9.3 Error in Notice - The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the Meeting. 

ARTICLE X / DISSOLUTION 

10.1 Dissolution – The Corporation may be dissolved in accordance with the Act and its assets will be distributed to an organization with similar objectives as determined by the Board by an Ordinary Resolution. 

ARTICLE XI / INDEMNIFICATION 

11.1 Will Indemnify - The Corporation will indemnify and hold harmless out of the funds of the Corporation each Officer, Director, and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Corporation’s request in a similar capacity. 

11.2 Will Not Indemnify - The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon them under the Act. For further clarity, the Corporation will not indemnify an individual unless: 

  1. a) The individual acted honestly and in good faith with a view to the best interests of the Corporation; and b) If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful. 

11.3 Insurance - The Corporation will, at all times, maintain in force such Directors and Officers liability insurance. ARTICLE XII / ADOPTION OF THESE BY-LAWS 

12.1 Ratification – These By-laws were ratified by the Members of the Corporation at a meeting of Members duly called and held on March 21, 2024. 


12.2 Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Corporation repeal all prior By-laws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed By-laws. 

 

By-law #2 

KITCHENER MINOR BASEBALL ASSOCIATION 

BY-LAW #2 – BOARD TRANSITION 

  1. Board Transition – This By-law #2 is enacted and the following sections of the Corporation’s By-laws will be temporarily repealed to the extent necessary to give effect to the provisions of this By-law #2 until this By-law #2 is repealed: 
  2. a) 4.11 – Election 
  3. b) 4.14 – Terms 
  4. Current Board Composition – The current Board composition of the Corporation, as of December 2023, consisted of the following positions: 
  5. a) Expires at 2023 Annual Meeting (held in 2024): 
  6. Vice President 
  7. Secretary (Gail - appointed to be Secretary) 

iii. Director at Large (Quintin) 

  1. Director at Large (June) 
  2. Director at Large (Bruce) 
  3. Director at Large (Mike B) 
  4. b) Expires at 2024 Annual Meeting (held in 2025): 
  5. President 
  6. Treasurer (Lyn- appointed to be Treasurer) 

iii. Director at Large (Renee) 

  1. Director at Large (Jay) 
  2. Director at Large (Stephanie) 
  3. Director at Large (Tammy) 

vii. Director at Large (James) 

  1. House League Director – As of the 2023 Annual Meeting (held in 2024), the position of Director-at-Large held by Tammy becomes the House League Director position. 
  2. Treasurer- As of the 2023 Annual Meeting (held in 2024) the position of Director of Large held by Lynn becomes the treasurer position. 
  3. Elections and Expirations at Annual Meetings – The following elections, extensions, and expirations will occur at the next two (2) Annual Meetings of the Corporation: 
  4. a) 2023 Annual Meeting (held in 2024) 
  5. The Vice President, Secretary, and four (4) Directors-at-Large are elected for two-year terms b) 2024 Annual Meeting (held in 2025) 
  6. The President, Treasurer, House League Director and four (4) Directors-at-Large are elected for two-year terms 
  7. Repeal of this By-law #2 – After the elections at the 2024 Annual Meeting (held in 2025), the Board transition period will have completed and this By-law #2 should be repealed.