Belle River Minor Hockey Association

BELLE RIVER DISTRICT MINOR HOCKEY ASSOCIATION

CONSTITUTION AND BY-LAWS

CONTENTS

1. Definitions.............................................................................................. Page 4

2. Registered Office and Seal...................................................................... Page 5

3. Mission of the Association....................................................................... Page 5

4. Affiliation................................................................................................ Page 6

5. Classes of

Membership¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼¼.........Page 6

6. Terms of Membership and Eligibility.............................................................Page 7

7. Meetings of the Membership....................................................................... Page 9

8. Board of Directors.........................................................................................Page11

9. Procedure for Elections of Directors........................................................... Page 13

10. Board Responsibilities................................................................................ Page 14

11. Officers & Responsibilities..........................................................................Page 17

12. Execution of Documents.......................................................................... Page 23

13. Financial Year ............................................................................................Page 24

14. Banking Arrangements............................................................................. Page 24

15. Borrowing by the Association ....................................................................Page 25

16. Notice ........................................................................................................Page 26

17. Passing and Amending By-laws................................................................ Page 26

18. Repeal of Prior By-laws............................................................................. Page 27

19. Rules of Procedure.....................................................................................Page 27

20. Effective Date.............................................................................................Page 27

BELLE RIVER DISTRICT MINOR HOCKEY ASSOCIATION

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of the Belle River District Minor Hockey Association.

BE IT ENACTED as a by-law of Belle River District Minor Hockey Association as follows:

1. DEFINITIONS

1.1 In this By-law and all other By-laws and Resolutions of the Association, unless the context otherwise requires:

(a) "Association" means Belle River District Minor Hockey Association (or such other name as the Association may in the future legally adopt);

(b) "Board" means the Board of Directors of the Association;

(d) "Corporations Act" means the Corporations Act R.S.O. 1990, Chapter 38, and any statute amending or enacted in substitution therefore, from time to time;

(e) "Director" means an individual who has been elected to the Board of Directors of the Association;

(f) "Letters Patent" mean the Letters Patent incorporating the Association, as from time to time amended by Supplementary Letters Patent;

(g) "OHF" means the Ontario Hockey Federation (or such other name as the OHF may in the future legally adopt);

(h) "OMHA" means Ontario Minor Hockey Association (or such other name as the OMHA may in the future legally adopt);

(I) "Policies" means written statements governing issues affecting the affairs of the Association, which have been considered and approved by the Board of Directors of the Association;

(j) “BRDMHA” means Belle River District Minor Hockey Association;

(k) “Members” means all classes of membership in the Association as provided for in section 5;

(l) “Member in good standing” means there is no current discipline against them, their Registration is paid in full and they have no outstanding property of BRDMHA; such as equipment;

(m) “Membership” and “Registration” means the same.

1.2 All terms defined in the Corporations Act have the same meaning in this By-law and all other By-laws and Resolutions of the Association.

2. REGISTERED OFFICE/SEAL AND BOUNDARIES

2.1 The Corporate Seal of the Association shall be in the form as the Board may by resolution from time to time adopt, and shall be entrusted to the Secretary of the Association for its use and safekeeping.

2.2 The Seal, the impression where of is stamped hereon, shall be the seal of BRDMHA.

2.3 The registered head office of the Association shall be in the in the Town of Lakeshore, in the Province of Ontario and thereafter as the Association may from time to time determine by special resolution of the members pursuant to the Corporations Act. The Association may establish such other offices within Canada, as the Board may deem expedient by resolution.

2.4 The Boundaries of BRDMHA are as attached on Appendix “A” hereto.

3. MISSION OF THE ASSOCIATION

3.1 The purpose of the Association is to organize, develop and promote minor ice hockey for the youth of the Town of Lakeshore including:

a) The opportunity for all eligible individuals to participate in recreational house league and local league ice hockey, and to provide community based programs, which will allow a player to participate in an environment for fun, physical exercise and fair play;

b) The development of and participation in representative ice hockey and provide the opportunity to participate at the highest competitive level;

c) To instil in all players, coaches, managers and members associated with the BRDMHA good sportsmanship, correct and proper behaviour on and off the ice, respect for authority and team play;

d) The Association shall be operated without the purpose of pecuniary gain to any of the Members and any surplus or accretions of the Association shall be used solely for the purposes of the Association and for the promotion of its objects.

4. AFFILIATIONS

4.1 The Association shall have the following affiliations:

(a) The Association shall be a member of the OMHA;

(b) The Association shall operate in cooperation with the Recreation and Parks Department of the Town of Lakeshore;

(d) The Association shall make an effort to operate in co-operation with the Belle River Canadiens Junior C Hockey Club.

5. CLASSES OF MEMBERSHIP

5.1 There shall be three (3) classes of Membership in the Association:

(a) Active Membership;

(b) Parent/Guardian Membership;

5.2 One Person – One Class of Membership. (as explained in section 6.1(d))

6. TERMS OF MEMBERSHIP AND ELIGIBILITY

6.1 Terms and Eligibility:

(a) Active Membership:

Active Members shall include all elected or appointed Directors or officials, and all conveners, coaches, managers and trainers appointed for the current season, and all registered players who are at least 18 years of age. Members in this classification will be allowed one vote per person and may attend membership meetings and, by invitation, meetings of the Board and Committees of the Association.

(b) Parent/Guardian Membership:

Parent/Guardian members shall include all parents and or legal guardians of registered players or past players in good standing where the registered player is under the age of eighteen (18) years. Each Parent/Guardian member of a registered player shall be entitled to vote and may attend membership meetings and, by invitation, meetings of the Board and Committees of the Association. 1 vote total per person and 2 votes total per family.

Honorary Membership may be granted to an individual who has rendered extraordinary and distinguished service to the Association. Individuals may be nominated to be Honorary Members by any Member of the Association and the granting of Honorary Membership must be confirmed by a majority vote of the Board of Directors.

Honorary Members will have no vote but may attend members meetings and by invitation, meeting of the Board and Committees of BRDMHA.

(d) One Person – One Class of Membership:

Although it is possible for a member to be qualified for more than one (1) class of membership in the Association, no person may hold more than one (1) class of membership. If vacancy occurs and it cannot be filled by current membership; the Board of Directors reserve the right to fill the position with a current Director until the Spring Annual General Meeting.

6.2 Membership List:

Subject to Section 6.7 herein, the Secretary of the Board shall prepare and maintain a list of current Active Members, Parent/Guardian Members, Honorary Members and One Person – One Class of Membership, which will be supplied by the Registrar annually. This list shall be kept at the head office and updated as necessary and made available to all Directors. Such list of Members shall be used to determine eligibility to attend and vote at any Meeting of the Membership.

6.3 Membership Year:

Unless otherwise determined by the Board, every Membership, other than Honorary Memberships shall commence on or after June 1 in each year, and shall lapse and terminate on the 31st day of May next following the date on which such Membership commenced.

6.4 Termination:

a) Membership in the Association shall not be transferable and shall terminate upon a Member's resignation or death;

b) Members may resign from the Association by submitting a resignation in writing addressed to the Secretary who in turn notifies the appropriate Board members;

c) Members in good standing shall be those admitted to Membership and who have paid all required registration fees to the Association. Members whose registration fees are in arrears for a period of three (3) months shall be suspended from Membership and not permitted to vote, make nominations or hold office in the Association along with Board approval. The Secretary shall inform those concerned of this suspension in writing;

d) Members whose conduct is considered by the Board to be contrary to the stated Code of Conduct and the purposes of the Association shall be asked by the Board to explain or justify their actions. If these Members are unwilling or unable to do so, they shall be asked by the Board to resign from the Association, temporarily of indefinitely. If they do not resign, or acknowledge suspension, the Board shall give proper notice of motion, to be considered at the next Board meeting, requesting the expulsion of these Members. A copy of this motion shall be communicated to the Members concerned within a reasonable period of time for that person to make a written response. If a response is made, it shall be circulated with the notice of motion. Approval of such a motion shall require a two-thirds (2/3) majority in a ballot conducted at the meeting. The Members concerned shall be invited to attend the meeting and to explain their positions before the vote is taken.

6.5 Membership Fees:

Registration fees shall be established prior to registration and set by Board of Directors prior to the beginning of Registration. Fees for any unexpired term of membership are normally not refundable, but the Board of Directors may, in its sole discretion, grant a request for such a refund in extenuating circumstances, which will be prorated from date submitted in writing.

6.6 Right to Vote:

All Active Members in good standing, Parent/Guardian Members and Honorary Members shall be entitled to notice of and to vote at all AGM meetings of the Association.

6.7 Record Date:

Individuals, who are Members of the Association at least 35 days in advance of any Semi Annual and/or Annual General Meeting of the Members of the Association, are entitled to notice of and to vote at such Semi Annual and/or Annual General Meeting of Members. Any individual who is not a Member at least 35 days in advance of a Annual General Meeting is not entitled to notice of or to vote at such Annual General Meeting for which the record date has been established.

7. MEETINGS OF THE MEMBERSHIP

7.1 Annual General Meeting of Members:

The Annual General Meeting shall be held in the spring of each year at the conclusion of the hockey season, at the Head Office of the Association or elsewhere in Ontario as the Board of Directors may determine or on such days as the said Directors shall appoint, for the transaction of at least the following business, to be set out in the agenda of such Annual General Meeting;

a) Approval of the agenda;

b) Approval of the minutes of the previous Meeting of the Membership;

c) Receiving reports of the activities of the Association during the preceding year;

d) Receiving information regarding the planned activities of the Association for the current year;

e) Receiving and approving the report of the Treasurer of the Association from the previous year and a projected financial position for the current year;

f) Appointment of the Auditor for the ensuing year;

g) Consideration of any proposed amendments to the Letters Patent or By-laws of the Association;

h) Transaction of any business which relates to the business of the Meeting referred to above, and notice and particulars of which are received by the Secretary in writing 14 days immediately preceding the Annual General Meeting; and

I) Election of the new Board.

7.2 Additional General Meetings of Members:

In addition to the Annual General Meeting described in Article 7.1, a General Meeting of the Membership may be called at any time by a Resolution of the Board. The business to be transacted at a General Meeting shall be limited to that specified in the notice calling the General Meeting.

7.3 Notice:

a) Semi and Annual General Meeting;

Notice of the Semi and Annual General Meeting to be held in the spring of each year at the conclusion of the hockey season, shall set out the agenda, including particulars of any other business to come before the Meeting. The time and the place of the meeting shall be posted in all Association Arenas at least thirty (30) days prior to the date of the Meeting.

b) Additional General Meetings of the Membership;

Notice of any Additional General Meetings of the Membership shall be posted in all Association Arenas within at least fifteen (15) days prior to the date of the Meeting.

c) Error or Omission in Notice;

No inadvertent error or omission in giving notice of any Annual General Meeting or Additional General Meeting of Membership or any adjourned Meeting, whether Annual or General, shall invalidate such a Meeting or make void any proceedings taken at such Meeting and any Member may at any time waive notice of any such Meeting and may ratify, approve and confirm any or all actions or proceedings taken at any such Meeting.

7.4 Quorum:

A quorum for the transaction of business at any meeting of the members shall consist of all members in attendance.

7.5 Voting Procedures:

a) A majority of votes cast by Members entitled to vote, unless otherwise required by the Corporations Act or by the By-laws of the Association, shall decide every question proposed for consideration at Meetings of the Membership;

b) The Chair presiding at a Meeting of the Membership shall have a vote only in the event of a tie vote;

c) At the Meetings of the Membership, every question shall be decided by a show of hands, unless a specific count or unless a secret ballot is required by the Chair or requested by any Member entitled to vote. Whenever a vote by show of hands has been taken upon a question, unless a specific count or secret ballot is requested or required, a declaration by the Chair that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Meeting is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

7.6 No Proxies:

Proxies will not be permitted. Members must be present in person at Additional General Meetings and Semi and/or Annual General Meetings of the Membership in order to exercise their voting rights in relation to matters coming before an Additional General Meeting or a Semi and/or Annual General Meeting of the Membership.

7.7 Adjournments:

Any Meeting of the Members of the Association may be adjourned at any time and from time to time and such business may be transacted at such adjourned Meeting(s) as might have been transacted at the original Meeting(s) from which such adjournment took place. No notice shall be required of any such adjourned Meeting other than to those Members present in person at the adjourned Meeting. Such adjournment may be made notwithstanding that no quorum is present.

7.8 Chair:

In the absence of the President and the Director of Player Development, the Members entitled to vote and present at any Meeting of the Membership shall choose another Director as Chair and, if no Director is present or if all the Directors present decline to act as Chair, the Members present shall choose any Member present to be Chair.

8. BOARD OF DIRECTORS

8.1 Composition:

(a) Eligibility:

A Director:

(I) Shall be eighteen (18) or more years of age;

(ii) Shall not be an undischarged bankrupt or of unsound mind;

(iii) Shall be a past or present Member of the Association, in good standing, at the time of his or her election or appointment;

(iv) Shall remain a Member of the Association, in good standing, throughout his or her term of office;

(v) Shall be able to provide a clean & approved Police Clearance;

(vi) No more than 2 members of an immediate family (Mother, Father, Sister, Brother or Child) can be elected or appointed to a position on the Board of Directors during the same term;

(vii) Spouses will not be permitted to hold a position on the Board of Directors during the same term.

b) Number of Directors;

The affairs of the Association shall be managed by a Board, which consists of 16 elected Directors.

c) Term of Office;

The following positions shall be elected for a two (2) year term on the even years:

(I) Travel Scheduling;

(ii) Secretary;

(iii) House League Scheduling;

(iv) Player Development;

(v) Referee;

(vi) Public Relations;

(vii) Registration;

(viii) Interlock Director;

The following positions shall be elected for a two (2) year term on the odd years:

(I) President;

(ii) Treasurer;

(iii) Travel Director;

(iv) House League Director;

(v) House League Tournament;

(vi) Equipment;

(vii) Parent’s Club;

(viii) Sponsorship and Communication;

The term of all incumbent Directors at the date of adoption of this Bylaw shall expire and terminate by special resolution of the Board following the Annual General Meeting prior to May 1st that follows said meeting.

d) Change in Number of Directors;

The Association may by special resolution increase or decrease the number of its Directors. Any change in the number of Directors shall be in compliance with prevailing Ontario laws and regulations.

9. PROCEDURE FOR ELECTION OF DIRECTORS

9.1 Nominations:

The election of Directors shall take place at the Annual General Meeting of the Membership. No election or appointment of a Board Member is effective without consent given in writing prior to the election or appointment. Nomination Forms for the Board shall be available each year from the Secretary 21 days prior to the AGM. A Nomination Form must be completed by all nominees and two (2) nominators who are Members of the Association. Such completed form must be delivered to the Secretary prior to the election.

9.2 Board Positions:

The Board shall consist of the following;

President – Elected – two (2) year term

Treasurer - Elected - two (2) year term

Secretary - Elected - two (2) year term

Player Development - Elected - two (2) year term

Travel Director - Elected - two (2) year term

Travel Scheduling - Elected - two (2) year term

House League Director - Elected - two (2) year term

House League Scheduling - Elected - two (2) year term

Travel/HouseTournament - Elected - two (2) year term

Equipment Director - Elected - two (2) year term

Parent’s Club – Elected – two (2) year term

Referee Director – Elected - two (2) year term

Registration – Elected – two (2) year term

Interlock Director – Elected – two (2) year term

Abuse and Harassment – Elected – two (2) year term

Sponsorship and Communication – Elected – two (2) year term

The President’s and Travel Director’s terms shall be two-year terms with a maximum of four consecutive years in the position unless the position is not filled as per items listed below:

To ensure continuity within the organization, the President’s and Travel Director’s position shall be filled according to the following protocol:

(i) Candidates shall have served on the Executive Board for the last one (1) year;

(ii) If there is no interest from this candidate group, the candidates must have served on the Executive Board in the prior year;

(iii) If there is no interest from this candidate group, the candidates must have served on the Executive Board in the last five years;

(iv) If there is no interest from this candidate group, the candidates must be a member of BRDMHA.

9.3 Election Procedures:

The Chair of the Nominations and Elections Committee shall post in all Association arenas a listing of all individuals who have been nominated for election to the Board one week prior to the scheduled AGM. Such listing shall identify what position each nominee is seeking election for. Nominations will be taken from the floor at the spring AGM for any position without previous nomination.

9.4 Vacancies:

Any vacancy occurring on the Board may be filled only for the remainder of the current year of the vacated term by Resolution of the Directors then in office provided there is a quorum of Directors then in office. The Board shall invite applications from the Membership for appointment to the vacancy on the Board. The Board shall appoint a replacement Director within thirty (30) days after the Board position was vacated. Vacancies on the Board of Directors, however caused, may, so long as a quorum of Directors remain in office, be filled by the Directors from among qualified members of the Association, if they shall see fit to do so.

9.5 Termination:

(a) Removal of Director by Membership:

Provided that notice specifying the intention to pass such resolution has been given with the notice of meeting, eligible voting Members of the Association, by a resolution passed by at least 2/3 of the votes cast at a General Meeting of Members may remove any Director before the expiration of his or her term of office, and, by a majority of the votes cast at that Meeting, may elect any person in his or her stead for the remainder of his or her term.

(b) Absenteeism:

Unless otherwise determined by the Board, the absence of a Director from three (3) consecutive Board Meetings or the absence of a Director from four (4) out of any eight (8) consecutive Board Meetings, without prior notification, shall be deemed to be a resignation of the said Director from the Board.

A Director of the Board may resign his or her Directorship by submitting a letter of resignation to the President of the Association.

10. BOARD RESPONSIBILITIES

10.1 Governance:

The Board of Directors shall govern the Association in compliance with the objects, powers, by-laws and Policies of the Association, Rules of Operation and all applicable laws and regulations.

10.2 Board Meetings:

(a) Regular Board Meetings:

Except as otherwise required by law, the Board may hold Meetings at such place or places as the President or, in his or her absence, approved Board Members, may from time to time determine. The Board shall meet not less than twelve (12) times per year.

(b) Special Board Meetings:

Special Board Meetings may be called by the President. Business transacted at a Special Board Meeting shall be limited to that specified in the notice calling the Meeting.

10.3 Notice of Board Meetings:

(a) Notice shall be communicated to all Directors at least seven (7) days in advance of the Meeting, unless all Directors agree to the calling of a Meeting on shorter notice or the Board Meeting is held on a regular day or date each month or immediately following a Meeting of the Members of the Association;

(b) Notice shall include a tentative agenda in the case of a regular Board Meeting and shall specify the business to be conducted in the case of a Special Board Meeting.

(c) No formal notice of any Board Meeting shall be necessary if all the Directors are present or if those absent signify their consent to the Meeting being held in their absence.

10.4 Error in Notice:

No error or omission in giving notice for a Board Meeting shall invalidate such Meeting or invalidate or make void any proceedings taken at such Meeting, and any Director may at any time waive notice of any such Meeting and may ratify and approve of any or all proceedings taken or had thereat.

10.5 Adjournment of Board Meetings:

Any Board Meeting may be adjourned at any time and from time to time and such business may be transacted at such adjourned Meetings as might have been transacted at the original Meeting from which such adjournment took place. No notice shall be required of any such adjournment.

10.6 Quorum:

A quorum for a Board Meeting shall be 50% + 1 Directors. No business of the Board shall be transacted in the absence of a quorum.

10.7 Voting Rights:

Each Director, present at a Board Meeting, excluding the Chair, shall be entitled to one vote. The Chair shall have a vote only in the event of a tie vote.

10.8 Voting Procedures:

A majority of votes of the Directors present at a Board Meeting shall decide every question. Every question shall be decided in the first instance by a show of hands and, unless a secret ballot is demanded by a Director present, a declaration by the Chair that the motion has been carried or not carried and an entry to that effect in the minutes of the Meeting shall be sufficient evidence of the fact, without proof of the number or proportion of the votes recorded in favour or against such motion.

10.9 Remuneration:

Directors shall serve without remuneration and no Director shall indirectly or directly receive any remuneration, salary or profit from the position of Director or for any service rendered to the Association; provided that, the Board of Directors may establish Policies relating to the reimbursement of Directors for reasonable expenses incurred in the performance of their duties as Directors of the Association.

10.10 Conflict of Interest:

(a) Every Director who directly or indirectly has an interest in a proposed or existing contract or transaction or other matter relating to the Association shall make a full and fair declaration of the nature and extent of the interest at a Board Meeting.

(b) The declaration of a conflict of interest shall be made at the Board Meeting at which the question of entering into the contract or transaction or other matter is first taken into consideration or, if the Director is not at the date of that Board Meeting interested in the proposed contract or transaction or other matter, at the next Board Meeting held after the Director assumes the office.

(c) After making such a declaration, no Director shall vote on such a contract or transaction or other matter, nor shall he or she be counted in the quorum in respect of such a contract or transaction or other matter.

(d) If a Director has made a declaration of an interest in a contract or transaction or other matter in compliance with this Section, the Director is not accountable to the Association for any profit realized from the contract or transaction or other matter.

(e) If a Director fails to make a declaration of interest in a contract or transaction or other matter in compliance with this Section, the Director shall account to and reimburse the Association for all profits realized, directly or indirectly, from such contract or transaction or other matter.

10.11 Indemnification of Directors:

Every Director of the Association and his or her heirs, executors, administrators and estate and effects respectively shall from time to time be indemnified and saved harmless by the Association from and against:

(a) All costs, charges and expenses whatsoever that he or she sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her for and in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her in or about the execution of the duties of his or her office;

(b) All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default; provided that, no Director of the Association shall be indemnified by the Association in respect of any liability, costs, charges or expenses that he or she sustains or incurs in or about any action, suit or other proceeding as a result of which he or she is adjudged to be in breach of statute unless, in an action brought against him or her in his or her capacity as a Director, he or she has achieved complete or substantial success as a defendant; and

(c) The Association may purchase and maintain such insurance for the benefit of its Directors as the Board may from time to time determine.

10.12 Confidentiality:

Every Director and Officer of the Association shall execute a confidentiality agreement at the beginning of each term and shall respect the confidentiality of matters brought before the Board for consideration in camera.

10.13 Rules of Operation:

Notwithstanding any other provision contained in this By-law, the board shall have the power to pass without any confirmation or ratification by the members of the Association all necessary rules and regulations as they deem expedient related in any way to the operations of the Association, including, without limitation, the conduct of members, member teams and guests, provided such rules and regulations are not otherwise inconsistent with the letters patent of the Association or this By-law.

The Rules of Operation should not deal with such things as: qualification, admission, transfer, classes and termination of memberships; qualification and election of directors; meetings of directors and/or members; appointment and duties of officers; execution of documents; establishment of and procedures for committees; auditors and fiscal year-end; and amending by-laws, which matters are more properly dealt with in the By-laws. Rules of Operation should strictly deal with only those day-to-day matters directly affecting the member teams and players such as hockey jerseys, tournaments, player and parent conduct and discipline, harassment and abuse, referees and officials, player release, equipment and ice time to name a few.

11. OFFICERS & RESPONSIBILITIES OF OFFICERS

11.1 Elected/Appointed Directors:

The Elected Directors shall be the President, Treasurer, Secretary, Player Development, Travel Director, Travel Scheduling, House League Director, House League Scheduling, Travel/HouseTournament, Equipment Director, Parent’s Club, Referee Director, Registration, Interlock Director, Abuse and Harassment and Sponsorship and Communication.

11.2 Assistants to Officers:

The Board of Directors may appoint such assistant(s) to Officers of the Association as the Board may determine by Resolution from time to time.

11.3 Eligibility for Office:

The Association shall endeavour to nominate as Treasurer a person who has employ-ment experience and skills in accounting procedures.

11.4 Term of Office:

The elected Officers shall hold Office until April 30^th of their two-year term. Whereas new elected Officers start their terms on May 1^st.

11.5 Termination of Officers:

(a) Removal for Cause:

The Board, by resolution approved by two-thirds (2/3) of the Directors present, may remove any Officer for cause before the expiration of his or her term of Office.

(b) Resignation:

An Officer of the Association may resign his or her Office by submitting a letter of resignation to the President of the Association.

11.6 Vacancies in Office:

If a vacancy occurs in any Office, or if for any reason an Officer is unable or unwilling to act in that capacity, a Board Meeting shall be held within thirty (30) days for the purpose of selecting a replacement Officer from among the current Board of Directors.

(a) The Board shall fill vacancies in other Offices for the balance of the unexpired terms from among those eligible to serve.

11.7 Responsibilities of Directors:

a) President;

The President shall,:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Preside at all meetings of the members of the Association and of the Board of Directors;

(iii) Be charged with the general management and supervision of the elected officers, affairs and operations of the Association;

(iv) The President with the Secretary or other officers appointed by the Board for the purpose, shall sign all By-Laws and membership certificates;

(v) Be entitled to participate as an “ex-officio member of any sub-committee at any meeting of such sub-committee of the Association;

(vi) The President shall be authorized to appoint or form special sub-committees from among the membership on an ad hoc basis where it appears there is no position or office to properly deal with any particular matter in order to make recommendations concerning such matters or concerns of the Association.

(vii) During the absence or inability of the President, his duties and powers may be exercised by the Director of Player Development or such other Director as the Board may from time to time appoint for that purpose.

b) Treasurer;

The Treasurer shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Ensure that all accounts payable for BRDMHA are paid in a timely fashion;

(iii) Ensure registration payments are collected in conjunction with the Director of Registration; follows up on any cheques returned due to insufficient funds; works with auxiliary as to their accounting;

(iv) Be responsible for balances of books monthly in order that the accountant have the material to prepare end of year documentation and financial statement;

(v) Be responsible for making investment choices in the best interest of BRDMHA;

(vi) Be responsible to pick up mail to ensure all accounts are received in a timely fashion;

(vii) Has signing authority on both BRDMHA Board and Bingo accounts;

(viii) Carry out other duties as assigned by the Board or the President.

c) Secretary;

The Secretary shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Be an “ex-officio” clerk of the Board of Directors;

(iii) Record all facts and Minutes of all proceedings in the books kept for that purpose;

(iv) Give all notices required to be given to members and to Directors;

(v) Be the custodian of the Seal of the Association and of all books, papers, records, correspondence, contracts and other documents belonging to the Association with the Secretary shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution;

(vi) Shall be included as a voting member of the Board of Directors;

(vii) Carry out other duties as assigned by the Board or the President.

d) Director of Player Development;

The Player Development Director shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) In the absence of the President, perform any and all duties of the President;

(iii) For purposes of establishing, implementing and evaluating on ice and off ice technical development programs liaise with the House League Hockey Director and the Travel Hockey Director;

(iv) Recruit and train volunteers to perform the functions required for technical development;

(v) Liaise with the Referee In Chief;

(vi) Be responsible for the Novice division of BRDMHA in accordance with the C.H.I.P.;

(vii) Liaise with the OMHA concerning the coach mentor program;

(viii) Carry out other duties as assigned by the Board or the President.

e) Director of Travel;

The Director of Travel shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Be primarily concerned with those teams sanctioned by the Association as Travel Teams;

(iii) Act as liaison officer between the Association and the Ontario Minor Hockey Association and its affiliates;

(iv) File with the Ontario Minor Hockey Association such documentation as may be required by that organization, including but not restricted to registration cards, applications and reports;

(v) Be authorized to recruit and recommend to the Board of Directors, coaches, managers and trainers for the Travel Teams in conjunction with the Director of Player Development;

(vi) Carry out other duties as assigned by the Board or the President.

f) Director of Travel Scheduling:

The Director of Travel Scheduling shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Be responsible for the coordination, organization and scheduling of ice rental usage for all travel teams;

(iii) Carry out other duties as assigned by the Board or the President.

g) Director of House League;

The House League Hockey Director shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Liaise with the Director of Registration for the list of House League Players;

(iii) Organize pre-season tryout/rating sessions;

(iv) Collect and verify coaching staffs;

(v) Arrange for House League teams to be selected;

(vi) Liaise with the Director of House League Scheduling as to teams in each division;

(vii) Monitor teams’ play during the season;

(viii) Liaise with the Director of Registration to roster teams with OMHA;

(ix) Co-ordinate the House League Day of Champs;

(x) Carry out other duties as assigned by the Board or the President.

h) Director of Referees;

The Referee In Chief shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual

and/or General Annual meetings of the Board;

(ii) Responsible for interviewing and hiring all new referees’ (house league);

(iii) Contacting all returning referees’ to confirm their re-certification complete;

(iv) Prepare and distribute by e-mail monthly scheduling assignments and time sheets for all referees’ for house league / Lakeshore Lightening and

our house league tournament games;

(v) Responsible to verify and submit referees’ monthly payment summary to the Treasurer for payment.

(vi) Attend meetings as required for the district Referees’ Association as the Director of Referees’ for Belle River Minor Hockey;

(vii) Work with our assigned Referee Supervisors for Belle River;

(viii) Carry out other duties as assigned by the Board or the President.

I) Director of Interlock:

The Director of Interlock shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Attend all BRDMHA meetings as scheduled, attend all Interlock meetings as scheduled;

(iii) Assist in the drafting of the Interlock teams and solicit the appropriate coaching staff;

(iv) Work in conjunction with the House League Scheduler and reschedule the necessary games with other centres;j

(v) Ensure that the Code of Conduct and the OMHA rules are followed;

(vi) Collect and fax to the Local League all game sheets;

(vii) Assist other Board Members as to the Interlock League issues;

(viii) Carry out other duties as assigned by the Board or the President.

j) Director of House League Scheduling:

The Director of House League Scheduling shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Be responsible for the coordination, organization and scheduling of ice rental usage for the House League teams; A

(iii) Assist with the coordination of affairs and activities of all House League teams;

(iv) Carry out other duties as assigned by the Board or the President.

k) Director of Registration:

The Director of Registration shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Be responsible for registration of all hockey players of the Association;

(iii) Be responsible for the ‘rostering’ of all players, coaches, trainers and managers and to provide to the Board the list of qualified players to be allowed to try out for the Travel teams.;

(iv) Carry out other duties as assigned by the Board or the President.

l) Duties of the Director of Equipment:

The Director of Equipment shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Maintain an inventory of all equipment owned by the Association;

(iii) Collect security deposits for all Travel jerseys issued;

(iv) Collect rental fees and security deposits for all goalie equipment leased;

(v) Solicit bids and purchase hockey equipment, as required;

(vi) Maintain and repair all equipment owned by the Association;

(vii) Solicit bids and arrange the purchase of awards;

(viii) Act as purchasing agent for the Association with respect to all Association purchases;

(ix) Submit to the Board in each year an estimate of revenues and expenditures for materials for the next fiscal year of the Association;

(x) Present a report at the conclusion of each season regarding purchasing and equipment to the Board;

(xi) Recommend policy to the Board regarding purchasing and equipment;

(xii) Maintain the presentation of awards on display;

(xiii) Maintain current advertisement on exterior sign;

(xiv) Liaise with the Director of Public Relations for the proper display of sponsors on the Association’s 2 sponsor boards in the arenas;

(xv) Distribute and collect all Directors’ keys upon arrival and departure of office;

(xvi) Carry out other duties as assigned by the Board or the President.

m) Director of Travel/House Tournaments:

The Director of Travel/House Tournaments shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Operate the Travel/House Tournaments pursuant to the Policies of the Association;

(iii) Sanction tournaments with the OMHA;

(iv) Secure ice time with Lakeshore Arena;

(v) Ensure tournament is advertised in both the OMHA and the Belle River websites (establish registration forms and rules/procedures);

(vi) Recruit and train volunteers to perform the functions required to operate a Travel/House Tournaments ( i.e. scorekeepers);

(vii) Send letters of permission to any association involved in the tournaments that does not have checking in their Association;

(vii) Organize a game schedule and ensure each game that is scheduled has proper refereeing;

(ix) Solicit sponsorship and design a tournament program;

(x) Solicit bids and arrange for purchase of awards;

(xi) Maintain a register of receipts regarding all registration fees as well as sponsorship fees received and forward all monies to the Treasurer for credit to the Association;

(xii) Submit a report of revenues and expenditures of the Travel/HouseTournaments to the board;

(xiii) Present a report regarding the Travel/House Tournaments Operations to the board including any recommendations for future tournaments.

n) Director of Parents Club:

The Director of the Parents Club shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Organize and conduct fund raising projects, subject to the approval of the Board of Directors, for the purposes of providing operating capital for the Association;

(iii) Be authorized to recruit, engage and appoint such personnel as may be required in order to conduct such events;

(iv) Upon the completion of each event, render into the Treasurer, a full and complete accounting of all expenditures and receipts attributed to each such individual event;

(v) Provide gate boxes to all individual Travel teams which gate boxes shall include the designated float, and referee payment chart and shall receive from all individual teams the reconciliation for such funds and shall thereafter and upon requisition from the teams of 48 hours notice provide a replenishment of funds for the gate boxes float;

(vi) Organize the Day of Champs for the Association;

(vii) Organize the Coaches Appreciation Dinner for the coaching staff;

(viii) Co-Ordinate and organize the pictures with the photographer for all teams in all divisions and advise the coaches of the date and time accordingly;

(ix) Carry out other duties as assigned by the Board or the President.

o) Director of Abuse and Harassment:

The Director of Abuse and Harassment shall:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Be responsible for monitoring and enforcing harassment and abuse policies;

(iii) Be responsible for contacting any person to attend at a Disciplinary Hearing with the aide of the secretary for documentation purposes and other Board members as part of the Committee;

(iv) Be responsible for annual police clearances;

(v) Carry out other duties as assigned by the Board or the President.

(p) Director of Sponsorship and Communication:

(i) Attend and participate in all scheduled Board meetings, Semi Annual and/or General Annual meetings of the Board;

(ii) Be responsible for all sponsorship with the Association and collection of all sponsorship monies and grant funds;

(iii) Act as a liaison between the Association and our Internet Website to provide them with current information, issue newsletters to monitor the information that is being posted regarding our Association;

(iv) Carry out other duties as assigned by the Board or the President.

12. EXECUTION OF DOCUMENTS

12.1 Execution of Documents:

Deeds, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by both the President and the Secretary, and the Secretary shall affix the Seal of the Association to such instruments as require the same.

Contracts in the ordinary course of the Association’s operations may be entered into on behalf of the Association by the President or Treasurer, in conjunction with the Secretary, or such other person as may be authorized by the Board from time to time, it being understood that it shall require the signature of two (2) members of the Board of Directors to bind the Association of such contract.

The President, Secretary and the Treasurer, or any two (2) of them or any person or persons from time to time designated by the Board of Directors may transfer any and all shares, bonds or other securities from time standing in the name of the Association in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Association, and may affix the Corporate Seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the Corporate Seal any and all instruments in writing necessary of proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any Company or Association.

Not withstanding any provisions to the contrary contained in the By-laws of the Association, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the Association may or shall be executed.

12.2 Books and Records:

The Directors shall see that the necessary books and records of the Association required by the By-Laws of the Association or by any applicable statute or law are regularly and properly kept. The Directors of the Association shall appoint an auditing committee each year. Members of the auditing committee need not be a member of the Association.

12.3 The Corporate Seal:

The Secretary shall be the custodian of the Seal of the Association and of all books, papers, records, correspondence, contracts, and other documents belonging to the Association.

13. FINANCIAL YEAR

13.1 The financial year of the Association shall terminate on the 30th day of April in each year.

14. BANKING ARRANGEMENTS

14.1 Banking Resolution:

The Board shall designate, by resolution, the officers and other persons authorized to transact the banking business of the Association, or any part thereof, with the bank, trust company, or other Association carrying on a banking business that the Board has designated as the banker of the Association, to have the authority to set out in the resolution, including, unless otherwise restricted, the power to:

(a) Operate the accounts of the Association with a bank or a trust company;

(b) Make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money;

(d) Authorize any officer of the bank or trust company to do any act or thing on behalf of the Association to facilitate the business of the Association.

14.2 Deposit of Securities:

The securities of the Association shall be deposited for safekeeping with one or more banks, trust companies or other place or places of safekeeping to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Association signed by such directors, agent or agents of the Association, and in such manner as shall be determined from time to time by resolution of the Board, and such authority may be general or confined to specific instances. The institutions, which may be so selected as custodians of the Board, shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

14.3 Cheques:

All cheques, bills of exchange or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Association, shall be signed by the Treasurer and one other person who can be either the President or the Secretary or designate determined by resolution of the Board of Directors. Cheques for deposit with the Association’s bankers for the credit of the Association, or the same is endorsed “for the collection” or “for deposit” with the bankers of the Association by using the Association’s rubber-stamp for the purpose. Any two (2) of such Directors or agents so appointed may arrange. Settle, balance and certify all books and accounts between the Association and the Association’s bankers and may receive all paid cheques and vouchers and sign the entire bank’s forms or settlement of balances and releases or verification slips.

15. BORROWING BY THE ASSOCIATION

15.1 Borrowing Power:

Subject to the limitations set out in the Letters Patent, Supplementary Letters Patent, By-laws or Policies of the Association, the Board may by Resolution authorize the Association to:

(a) Borrow money on the credit of the Association;

(b) Issue, sell or pledge securities of the Association; or

(c) Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Association.

15.2 Borrowing Resolution:

From time to time, the Board may authorize any Director of the Association or any other person to make arrangements with reference to the monies so borrowed or to be borrowed and as to the terms and conditions of any loan, and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions, and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Association.

16. NOTICE

16.1 Computation of Time:

In computing the date when notice must be given under any provision of this By-law requiring a specified number of days' notice of any Meeting or other event, the date of giving the notice is included, unless otherwise provided.

16.2 Omissions and Errors:

The accidental omission to give notice of any Meeting of the Board or Members or the non-receipt of any notice by any Director or Member or by the auditor of the Association or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the Meeting. Any Director, Member or the Auditor of the Association may at any time waive notice of any Meeting and may ratify and approve any or all proceedings taken thereat.

16.3 Method of Giving Notice:

Whenever under the provisions of this By-law of the Association, notice is required to be given, such notice may be given either personally or by telephone or by depositing same in a post office or a public letter box, in a postage paid sealed envelope addressed to the Director, Officer or Member at his or her address as the same appears in the records of the Association. Any notice or other documents so sent by mail shall be deemed to be sent at the time when the same was deposited in a post office or public letterbox as aforesaid. For the purposes of sending any notice, the address of any Member, Director shall be his or her last address in the records of the Association.

17. PASSING AND AMENDING BY-LAWS

17.1 The Board and a member in good standing may recommend amendments to the By-laws of the Association from time to time, to the Membership.

17.2 If the Board intends to discuss amendment of the By-laws of the Association at a Board Meeting, written notice of such intention shall be sent by the Secretary to each Director not less than ten (10) days before such Meeting. Where such notice is not provided, any recommendation to amend the By-laws may nevertheless be moved at the Meeting and discussion and voting thereon adjourned to the next Meeting for which written notice of intention to pass or amend such By-laws shall be given.

17.3 (a) A By-law or an amendment to a By-law recommended by the Board shall be presented for adoption at the next Annual General Meeting of the Members of the Association. The notice of such Annual General Meeting shall refer to, describe and explain the By-law or amendment(s) to the By-law to be presented at the Meeting of the Members.

(b) A motion to amend the By-laws recommended by the Board or proposed by a Member at a General Meeting of Members called for that purpose must be approved by a two-thirds vote of the Members present at such General Meeting.

(c) The Members at the General Meeting of Members may confirm the proposed By-law or amended By-law as presented or amend or reject the proposed By-law or amended By-Law.

(d) Any Amendment to the By-laws by a member must be in writing, signed by a member in good standing and received by the Secretary of the Association 30 days prior to the Annual General Meeting.

(e) All members in good standing shall have access to any proposed amendments to the By-laws, seven (7) days prior to the Annual General Meeting at a place as stated in the original meeting notice.

18. REPEAL OF PRIOR BY-LAWS

18.1 Repeal:

All prior By-laws of the Association, including the document entitled the "Constitution" of the Association are hereby repealed.

18.2 Proviso:

The repeal of all prior By-laws of the Association shall not impair in any way the validity of any act or thing done pursuant to any such repealed by-law.

19. RULES OF PROCEDURE

19.1 The Rules contained in the most current edition of "Procedures for Meetings and Organizations" by M.K. Kerr and Hubert W. King shall govern the rules and procedures to be used in conducting the Meetings and affairs of the Association in all cases to which they are applicable, and in which they are not inconsistent with the By-laws or other governing documents or laws affecting the Association.

20. EFFECTIVE DATE

20.1 This By-law shall come into force without further formality upon its enactment after approval by the Members of the Association as hereinbefore set out.

The foregoing By-law No. 1 is hereby enacted, ratified, sanctioned, confirmed and approved without variation by the affirmative vote of the Members of the Association at a General Meeting of the Members of the Association duly called and held at The Royal Canadian Legion, in the Town of Belle River, Ontario, and at which a quorum was present on the 18th day of November, 2008

“Gil Lanoue” “Carmela Fenos”

_________________________________ ____________________________________

President, Secretary,

Gil Lanoue Carmela Fenos

Corporate Seal

SCHEDULE ‘A’

BOUNDARIES FOR BELLE RIVER DISTRICT MINOR HOCKEY ASSOCIATION

STARTING POINT – TOWN OF BELLE RIVER

HEADING EAST ON TECUMSEH ROAD TO ST. CLAIR ROAD ALONG LAKE ST. CLAIR TO COMBER SIDE ROAD.

HEADING SOUTH ON COMBER SIDE ROAD TO 401.

HEADING WEST ALONG 401 TO ROCHESTER TOWNLINE.

HEADING SOUTH ON ROCHESTER TOWNLINE TO COUNTY ROAD 8.

HEADING WEST ALONG COUNTY ROAD 8 TO BELLE RIVER ROAD.

HEADING NORTH ON BELLE RIVER ROAD TO MIDDLE ROAD (COUNTY ROAD 46).

HEADING WEST ON 46 TO EUGENE WHELAN EXPERIMENTAL FARM.

HEADING NORTH AT SIDE ROAD TO NORTH MIDDLE ROAD.

HEADING WEST ON NORTH MIDDLE ROAD TO MANNING ROAD.

HEADING NORTH ON MANNING ROAD TO CN TRACKS AT ST. CLAIR BEACH.

HEADING EAST ALONG CN TRACKS TO WEST PIKE CREEK ROAD.

HEADING NORTH ALONG WEST PIKE CREEK ROAD TO LAKE ST. CLAIR.

HEADING EAST ALONG LAKE ST. CLAIR TO TOWN OF BELLE RIVER.

SHARED AREAS FOR BELLE RIVER DISTRICT MINOR HOCKEY ASSOCIATION

SHARED WITH TILBURY:

STARTING POINT – STONEY POINT

HEADING NORTH ON COMBER SIDE ROAD TO 401.

HEADING WEST ALONG 401 TO ROCHESTER TOWNLINE.

HEADING NORTH ON ROCHESTER TOWNLINE TO LAKE ST. CLAIR.

HEADING EAST ALONG LAKE ST. CLAIR TO STONEY POINT.

SHARED WITH TECUMSEH:

STARTING POINT – PATILLO ROAD AT LAKE ST. CLAIR.

HEADING SOUTH ON PATILLO ROAD TO 401.

HEADING WEST ALONG 401 TO MANNING ROAD.

HEADING NORTH ON MANNING ROAD TO CN TRACKS AT ST. CLAIR BEACH.

HEADING EAST ALONG CN TRACKS TO BRIGHTON.

HEADING NORTH ON BRIGHTON TO LAKE ST. CLAIR.