CONSTITUTION & BY-LAWS OF THE OAKVILLE GIRLS SOFTBALL ASSOCIATION OCTOBER 2018

Transcription

1 CONSTITUTION & BY-LAWS OF THE OAKVILLE GIRLS SOFTBALL ASSOCIATION OCTOBER 2018 ARTICLE 1 - NAME AND PURPOSE Section 1 - Name: The name of the organization shall be Oakville Girls Softball Association (hereinafter called OGSA, Association or Organization). It shall be a Not-for-Profit organization operating in the Province of Ontario. The Association is not a registered charity, but is organized for the mutual benefit of the members (with fee-for-service programs). Section 2 - Purpose: The OGSA is organized exclusively for non-profit recreational purposes. The purpose of this organization is to: a) promote organized athletics sports, games and recreation, and in particular, softball within the Town of Oakville (and to other communities) b) provide an athletic environment which allows for the fostering and promotion of amateur softball equally to all eligible girls residing within the Town of Oakville c) encourage sportsmanship, healthy active lifestyles, community spirit and fellowship to the betterment of each participant s physical, mental and social well-being d) arrange games, matches and competitions, and grant prizes, awards and distinctions e) and such other complementary purposes not inconsistent with these objects. ARTICLE 2 - MEMBERSHIP Section 1 - Eligibility for Membership: Individual Membership in the OGSA shall be open and available to the following individuals and that are willing to adhere to the rules of the Association: a) Anyone appointed or elected to the Board of Directors, to Committees, or as an Officer b) All OGSA affiliated players c) All OGSA coaches, and all OGSA managers Membership must be requested in writing (electronic or printed) and made directly to the Board of Directors and must be accepted by the Board of Directors to be valid and effective. Members must provide appropriate identification and contact information. Where it is considered membership would be detrimental to the aims and activities of the Association, the Board of Directors shall have the power to refuse membership, or may terminate or suspend the membership of any member by resolution passed at a meeting. Members shall have the right to appeal via an independent adjudicator determined by mutual agreement of the Board of Directors. Section 2 Qualification for Membership At a minimum, any person must meet the following qualifications for consideration as a member: a) Agree to follow and abide by Association s mission and by-laws b) Agree to attend the Annual General Meeting c) Act and vote in good faith with the best interests of the Association d) Pay any membership dues or fees on time e) Shall be a Canadian citizen f) Will not have a conflict of interest with the Association s interest g) Shall not be a mentally incompetent person having been so found by a competent authority h) Complete any application as determined by the Board of Directors OGSA Constitution and ByLaws Approved Board of Directors October 29, 2017 AGM

2 Section 3 - Rights of Members Members of the Association have the following rights: a) To attend all meetings of members and vote on resolutions/proposals/motions b) To seek a compliance or restraining order, apply for a court-ordered winding-up of the Association if there is unfair prejudice or just and equitable grounds and seek leave to bring a derivative action; c) The power to set the number of directors and to remove directors (including ex officio directors) before the expiration of their terms of office by ordinary resolution, based on a majority vote at a meeting of the members; d) The right to set minimum standards that apply to termination of memberships or other disciplinary action taken against members (e.g., requiring good faith and natural justice). e) A single Member may raise a proposal at an annual meeting f) The right to hold members meeting entirely electronically and voting can be by electronic means g) A Member entitled to vote may initiate proposals (a) to make, amend or repeal a By-Law; (b) regarding any matter that is significantly related to the activities or affairs of the Association; or (c) to amend the articles to make certain fundamental changes. Such proposals are required to be placed before a members' meeting. A proposal may also include nominations for the election of directors if such proposal is signed by not less than 5% of the members of a class of members entitled to vote. h) All members (voting and non-voting) have the right to bring derivative actions and to seek court ordered investigations. Members who disagree with a decision to implement a fundamental change in the Association (such as changing the activities the Association may carry on, an amalgamation, the sale, lease or exchange of all or substantially all of its property) are entitled to make their dissent known. Section 4 - Liability of Members Members are not liable or responsible for any act, debt or obligation of the Association, nor for any claims, injuries, losses, transactions or other things related to the Association. Section 5 - Membership Dues: The Board of Directors may determine, from time to time, if any membership dues are to be levied, unless changed by a majority vote by the members at an annual meeting of the full membership. Section 6 - Duration of Membership: Membership will commence on the day of acceptance by the Board of Directors, and will cease at 12:00am (midnight) on the day of the Annual General Meeting for the current fiscal year. Directors and Officers will be Members for the duration of their term in office, while Past Presidents and Life Members will be Members in perpetuity. Membership Applications will be accepted during the period of September 1 through August 31 of the current fiscal year. The interest of a Member in the Association is non transferable. Section 7 - Voting of Members: Each member shall be eligible to one vote at the AGM meeting (or other special meetings of Members), to be cast in person only. Voting shall be made by a show of hands on a majority basis (50% plus one of cast votes). In the case of a tied vote, the Chairperson or an appointed deputy shall make the final decision. Proxy voting is not permitted, except for Players who are under the age of 18, who may assign one proxy vote to a parent, guardian or other individual on their behalf, and who attends the meeting in person. Section 8 - Good Standing: A member will be deemed to be in good standing provided that: a) The Member owes no outstanding membership dues, fees or other debts to the Association b) The Member has not been suspended or expelled from Membership c) The Member is not subject to a disciplinary action or investigation of the Association, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Association Section 9 - Not in Good Standing: A Member who ceases to be in good standing will not be entitled to the benefits and privileges of membership, including the right to a vote at a meeting of Members. Any Member may be restored to good standing upon meeting the definition of good standing to the satisfaction of the directors. 1

3 Section 10 - Resignation & Termination: A Member may resign from the Association by giving written notice to the Secretary. A Member may not resign when subject to a disciplinary investigation or action of the Association. Notwithstanding resignation from membership, a former Member remains liable for any membership dues or other debts owing prior to the resignation. The Board may terminate the membership of any Member upon the vote of two-thirds (2/3) of the Directors at a meeting called for that purpose, but only after giving the Member reasonable notice and affording the Member an opportunity to respond to the motion of Termination. ARTICLE 3 - GOVERNANCE Section 1 - Board of Directors: The Association shall be administered by a Board of Directors of no less than three (3) people and no more than fifteen (15), who must be at least 18 years of age. Directors will be elected for a period of two years, but may be re-elected at the Association s AGM. The Association shall have a Board of Directors consisting of: a) One Chairperson/President b) One Treasurer c) One Secretary d) One VP of House e) One VP of Select f) One VP of Rep g) One Director of Permits & Scheduling h) One Director of Player Development i) One Director of Marketing j) and any additional directors the Association deems necessary to carry out the required activities. Board positions are not exclusive. Each Director (regardless of number of positions on Board) shall have only one vote at all Director meetings, Special General Meetings and Annual General Meetings. The Board of Directors shall administer and run the Association s affairs in all respects and may lawfully enter into contracts on behalf of the Association and do any other acts authorized by the Act, its Letters Patent and By Laws, and may by resolution delegate any of its powers, duties or functions to one or more staff, officers or individual directors. The Directors shall undertake their responsibilities, honestly, in good faith and in the best interest of the Association. Except as otherwise provided in this By-Law, the Board may make policies, procedures and regulations for managing the affairs of the Association in accordance with these Constitutions and By-laws, and may employ or engage under contract such persons as it deems necessary to carry out the work of the Association. Section 2 General Powers: In furtherance of the objectives, but not otherwise, the Board of Directors may exercise the power to: a) Promote the health and well-being of the residents of the area and to work together as residents irrespective of age, sex, ethnicity, ability, religion or political view. b) Promote environmental improvement and conservation by educating, encouraging and assisting the local population in environmental practice, working in partnership with similar Associations and organizations. c) Invite and receive contributions and raise funds where appropriate, to finance the work of the Association, and to open a bank account to manage such funds. d) Publicize and promote the work of the Association and organize meetings, training courses, events or seminars etc. e) Work with Associations of a similar nature and exchange information, advice and knowledge with them, including cooperation with other voluntary bodies, charities, statutory and non-statutory organizations. f) Employ staff and volunteers (who shall not be members of the Board of Directors) as are necessary to conduct activities to meet the objectives. g) Take any form of action that is lawful, which is necessary to achieve the objectives of the Association. 2

4 Section 3 - Duties of Directors and Officers In addition to the duties outlined in a Policy document or Job Description, Directors and Officers have the following duties: 1. Duty of Due Diligence a) To act in the best interests of the organization and its members; b) To be informed of the legislation under which the organization exists, and the organization s By-Laws, mission, values, code of conduct, and policies as they pertain to the duties of a director; c) To keep generally informed about the activities of the organization, the community issues that affect the organization and general trends in the business in which the organization operates; d) To attend Board meetings regularly, serve on committees of the Board and contribute from personal, professional and life experience to the work of the board. 2. Duty of Loyalty a) To place the interests of the organization first; b) To act with honesty and in good faith in what the director reasonably believes to be the best interests of the organization; c) To maintain solidarity with fellow directors in support of a decision that has been made in good faith, in a legally constituted meeting, by directors in reasonably full possession of the facts; d) To exercise vigilance for and declare any apparent or real personal conflict of interest in accordance with the organization s By-Laws and policies and statutory requirements. 3. Duty of Care a) To act within the scope of the governing policies of the organization; b) To exercise the same degree of care, diligence and skill that a reasonably prudent person would show in comparable circumstances. This may require a reasonable understanding of relevant legislation and jurisprudence; c) To offer personal perspectives and opinions on issues that are the subject of Board discussion and decision; d) To voice, clearly and explicitly, at the time a decision is being taken, any opposition to a decision being considered by the board; e) To ask for a review of a decision, if the director has reasonable grounds to believe that the Board acted without full information or in a manner inconsistent with its fiduciary obligations; if still not satisfied after such review, ask that the matter be placed before the membership or appointing body; f) To work cooperatively with the staff of the organization on committees or task forces of the board; g) To know and respect the distinction in the roles of Board and staff consistent with the principles underlying approved governance policies. Individual Board members have no authority to act independently of the Board except insofar as the By-Law or the Board, by resolution, specifically mandates them to. The only legal authority to provide direction or require information is vested in the full Board. Section 4 - Rights of Directors and Officers In addition to the rights as a Member of the Association, Directors and Officers have the following rights: a) the right to inspect the minutes of all meetings as part of their right to access and inspect the association s books and records. If the association has established committees, the Board of Directors has the right to receive copies of the minutes of each committee's meetings. b) the right to protection by following explicit and statutory standards of care for directors and officers to act honestly and in good faith with a view to the best interest of the association and to exercise the care, diligence and skill that a reasonable prudent person will exercise in comparable circumstances. c) the right to a due diligence defense, allowing directors and officers to rely in good faith on financial statements, on professional advisors and on the reports and advice of officers and employees, although the reliance upon the report or advice of an officer or an employee is subject to an explicit condition that it be "reasonable in the circumstances to rely on the report or advice". d) the rights of directors and officers to indemnification; e) the right to unrestricted liability insurance coverage in favor of directors and officers; however, for directors of Ontario Not-for-Profit corporations, there is no limitation of liability regime for directors and officers. Thus, directors and officers still face the prospect of misfeasance claims brought against them. f) the right to adhere to a statutory conflict of interest regime g) the right to meet by conference call and to transact business by written or electronic resolution h) the right, with limited exceptions, to pass By-Laws, which take effect immediately and remain in effect unless the members fail to confirm the By-Laws at the next meeting of members. 3

5 Section 5 - Eligibility to Serve on the Board: Any individual who is a Member of the Association, who is 18 years of age or older, who has the power under law to contract, who is not an employee or paid contractor of the Association, who supports the aims and objectives of the Association, and who agrees to abide by the By-Laws of the Association, may be elected or appointed as a Director. Section 6 - Election of Directors: a) Election and Term - the Directors will be elected at each Annual General Meeting of members to hold office until the close of the next Annual General Meeting. The election shall be by ballot or show-of-hands by voting Members. b) Nominations - Each member may propose nominees for election to the Board of Directors. Section 7 - Term: All Directors will serve terms of two (2) years, but no more than three (3) years, and will hold office until their successors have been duly elected, unless they resign, are removed from or vacate their office. Consecutive terms are not permitted, without at least a period of one (1) year not serving as a Director. Section 8 - Resignation: A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. This resignation will become effective the date on which the request is approved by the Board. Section 9 - Vacate Office: The office of any Director will be vacated automatically: a) If the Director ceases to be a Member in good standing of the Association b) If the Director is found by a court to be of unsound mind c) If the Director fails to carry out the responsibilities of his or her office d) If the Director, without reasonable excuse, fails to attend three (3) consecutive meetings of the Board. Section 10 - Removal: A Director or Officer may be removed by two-thirds (2/3) majority vote of all Directors currently appointed to the Board, at a meeting called for such purpose, but only after giving the Director or Officer reasonable notice and affording the Director or Officer an opportunity to respond to the motion of removal. No proxy voting is permitted. A Director or Officer that has been removed may not seek another term as a Director or Officer for a period of three (3) years from the date of removal. Section 11 - Vacancy: Where the position of a Director becomes vacant for whatever reason, the remaining Directors may appoint another qualified individual to fill the vacancy for the remainder of the Director s term. Section 12 - Number of Meetings: The Directors will meet a minimum of six (6) times per year in person, and will meet additionally by telephone/electronic conference call as required. Section 13 - Call of Meeting: Meetings of the Directors will be at the call of the President, or at the call of the Secretary if a majority of the Directors requests a meeting. Section 14 - Notice: Notice of Directors meetings will be provided to all Directors at least forty-eight (48) hours before the date of the meeting. Section 15 - Meetings without Notice: Meetings of the Directors may be held at any time without notice if all Directors are present and waive notice, or if those Directors who are absent signify their consent in writing to the meeting being held in their absence. Section 16 - Quorum: Quorum for any meeting of the Board will be 50% plus 1 member of the Directors then in office. 4

6 Section 17 - Presiding: If the President is absent from the meeting, one of the Vice-Presidents will preside over the meeting, as determined by the majority of Directors present. If the President and all Vice-Presidents are absent, the Past President will preside over the meeting. Section 18 - Voting: Each Director shall have the power to vote at all Director meetings, Special General Meetings and Annual General Meetings. Each Director shall have only one (1) vote per question. Unless specified otherwise, questions will be decided by majority vote (50% plus 1 of cast votes). Voting will be by a show of hands unless the majority of Directors approves a secret ballot. No proxy voting is allowed. A Director who is also an Officer will only be entitled to one (1) vote. Section 19 - Closed Meetings: Meetings of Directors will be private, attended only by Directors, Officers and staff, as required. Others may participate in the meeting if invited by the President. Section 20 - Electronic Meetings: A Meeting of Directors may be held by telephone/electronic conference provided that either the majority of Directors consents to such a meeting, or the holding of meetings by telephone conference has been approved by a resolution by the Directors. Section 21 - Officers: The Officers of the OGSA are the President, all Vice-Presidents, Secretary, and Treasurer. All Officers are appointed by the Directors from among their number at the first meeting of Directors after the Annual General Meeting, and Officers will serve terms of two (2) years. To be eligible to be elected as President, an individual must have served as a Director for at least one (1) year. Officers are not eligible for voting. Section 22 - Duties of Officers: The duties of the Officers are as follows: a) The President will be responsible for the general supervision of the affairs and operations of the Association, will chair the Meetings of Members of the Association, will chair the meetings of the Directors and will perform such other duties as may from time to time be established by the Board b) The Vice-Presidents will perform the duties and exercise the powers of the President in the absence of the President, and will perform such other duties as may from time to time be established by the Board. c) The Secretary will keep an accurate record of the proceedings of the meetings of Members and of the Board, will be the custodian of the Corporate Seal and of all other official records of the Association that are required by this by-law, will receive communications and issue correspondence at the direction of the Board, will keep a complete record of all names and addresses of all Members and Players (current, past and suspended), and all coaches, managers, and umpires, and will communicate this information as required to proper authorities, will receive notification of voting delegates and proxies in advance of voting at meetings of Members, and will perform such other duties as may from time to time be established by the Board. d) The Treasurer will receive and receipt all monies paid into the treasury, keep an accurate set of books of all monies received and dispensed through the treasury, shall issue all cheques (counter-signed by one of either the President or any other authorized Board member) and file a proper receipt of it, will report annually to the Association s Annual General Meeting, will be responsible for the preparation and submission of all grant applications having a financial aspect, shall receive and attend to all Medical and Liability claims, will prepare and submit a budget to the Board annually, and will perform such other duties as may from time to time be established by the Board. e) From time to time the Board of Directors may vary, add to or limit the powers and duties of any officer. Section 23 - Committees: The Officers will comprise the Executive committee. The Board may appoint such other committees, as it deems necessary for assisting the Board in carrying out its activities. Committees will operate pursuant to Terms of Reference established by the Directors. Section 24 - No Remuneration: An Officer, Director or member of a committee will serve their term of office without remuneration except for reimbursement of expenses in accordance with policies approved by the Board. Section 25 - Conflict of Interest: 5

7 An Officer, Director or member of a committee who has an interest in, or who may be perceived as having an interest in, a proposed contract or transaction with the Association will disclose fully and promptly the nature and extent of such interest to the Board or committee, as the case may be, will refrain from voting or speaking in debate on such contract or transaction, will refrain from influencing the decision on such contract or transaction, will refrain from influencing the decision on such contract or transaction, and will otherwise comply with the requirements of the Ontario Corporations Act regarding conflict of interest. Section 26 - Operating Rules: Rules governing the operations of the Association may be passed and carried out by the Board of Directors as long as they are not contrary to the Ontario Corporations Act or the By-Laws, which will only be in effect until the next Annual General Meeting of Members. The Members may confirm, reject or amend Operating Rules passed by the Board of Directors at the Annual General Meeting. Proposed amendments to the Operating Rules may only be submitted by Members, and must be submitted to the Secretary at least 60 days before the Annual General Meeting. ARTICLE 4 - MEETINGS OF MEMBERS Section 1 - Types of Meetings: General Meetings of Members will include Annual General Meetings and Special General Meetings. Section 2 - Notice: Notice of General Meetings will be given to all voting Members at least fourteen (14) days prior to the date of the meeting. This notice may be made by postal mail, electronic mail, fax, telephone or hand delivery. Section 3 - Annual General Meeting: The Association will hold an Annual General Meeting at such date, time and place as may be determined by the Board, at least once every calendar year and not more than fifteen (15) months after the adjournment of the previous Annual General Meeting. Notice of Annual General Meeting will be given to all voting Members at least fourteen (14) days prior to the date of the meeting. This notice may be made by postal mail, electronic mail, fax, telephone or hand delivery. In addition to Members access to Books and Records of the Association, the Annual Financial Statements are to be made available to all Members at the Annual General Meeting. The Association may, at its discretion, send copies of Financial Statements to each Member, or publish a note that Financial Statements are available for pick-up at its Headoffice, at the Annual General Meeting, or electronically by . The regular order of business at the Annual General Meeting, when not inconsistent with the constitution and by-laws of the OGSA, shall include the following (not necessarily in order or all-inclusive): 1. Call to Order 2. Roll call of Members 3. Approval of quorum 4. Approval of previous minutes 5. Business arising from minutes 6. Reports of Board members 7. Presentation and approval of financial statements 8. Amendments to the Constitution 9. Unfinished Business 10. Election of Board members 11. Approval of Board members 12. New Business 13. Proposals for the Good and Welfare of the OGSA 14. Adjournment Section 4 - Special General Meeting: A Special General Meeting of Members may be called at any time at the discretion of the Board, and will be called within thirty (30) days of receiving a written or electronic request for a Special Meeting from a majority of voting Members. If requested by voting Members, the request must state the reason for the meeting and the items to be determined at the meeting. 6

8 Section 5 Board of Director Meetings: The Board of Directors shall meet at least six (6) times a year. Meetings shall enable the Association to discuss actions and monitor progress to date, and to consider future developments. It shall be the responsibility of the President to chair all meetings or a designated deputy in his/her absence. All meetings must be minuted and accessible to interested parties. Section 6 - Business at Meetings: The report of the Auditor, presentation and approval of financial statements, appointments of the new Auditor and report of the Officers and Directors to the Members will be conducted at the Annual General Meeting. Any other business, including Special Resolutions, may be conducted at the Annual General Meeting or at Special General Meetings. Section 7 - Quorum: Quorum at the Annual General Meeting or at Special General Meetings will be 50% plus 1 of all duly registered members present and in person, or 50% plus 1 of all duly registered Board of Directors present and in person. Quorum at Board of Director meetings will be 50% plus 1 of all duly registered Board of Directors present and in person. Section 8 - Voting: At any meeting of the Association every question, unless otherwise required by the by-laws of the Association, will be determined by the majority of votes cast (50% plus 1) on the question. Proxy voting is not permitted, except for Players who are under the age of 18, who may assign one proxy vote to a parent, guardian or other individual on their behalf, and who attends the meeting in person. ARTICLE 5 - FINANCE AND MANAGEMENT Section 1 - Financial Year: Until otherwise ordered by the Directors, the financial year of the Association shall end on the last day of September in each year. Section 2 Financial Policy Any money acquired by the Association, including donations, contributions and bequests, shall be paid into an account(s) operated by the Board of Directors in the name of the Association. All funds must be applied to the objects of the Association and for no other purpose. The Board shall decide all matters pertaining to the finances of the OGSA. Any income/expenditure shall be the responsibility of the Treasurer who will be accountable to ensure funds are utilized effectively and that the Association stays within budget. The Treasurer shall submit a budget annually for the ensuing season which must be approved by the Board. Fund raising events must first be approved by the Board. All cheques require two authorized Board signatories. No expense will be incurred by the Association unless the necessary funds are in place to support the expenditure. Any surplus funds at the end of the season will be directed by the Board. Official accounts shall be maintained and annual financial statements shall be prepared. These may be examined annually (in a review engagement or audit) by an independent accountant who is not a member of the Association, after a two-thirds (2/3) majority vote of all Members, at a meeting called for such purpose. The annual financial report shall be presented at the AGM. Section 3 - Bank: The banking business of the Association will be conducted at such Chartered Bank/Trust Company as the Directors may designate. Section 4 - Signing Authority: The Treasurer of the Association, with the endorsement of the Board of Directors, will have signing authority for all financial transactions conducted in the name of the Association, and have cheques counter-signed by one of either the President or any other authorized Board member and file a proper receipt of it. Legal agreements and contracts entered into by the Association will be executed by the President, or by such other Director as the Board may designate. Section 5 - Property: The Association 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 Directors may determine. 7

9 Section 6 - Borrowing: The Association may borrow funds upon such terms and conditions as the Directors may determine. The Association shall not borrow money from any person, nor shall it be indebted to any person at any time. Section 7 - Books and Records: The Directors will ensure that all financial books of the Association required to be kept by the Ontario Corporations Act, this By-Law or any other statute or law are regularly and properly kept. The Directors may from time to time specify a time and place at which Members may view the financial records of the Association. The Association shall securely maintain the follow records: a) Members and Directors resolutions and minutes of all meeting of the members and Directors; minutes of meetings of the directors/trustees/executives must be kept for as long as the Association is registered and for a minimum of two years after the date the registration of the Association is revoked; minutes of meetings of the members must be kept for as long as the Association is registered and for a minimum of two years after the date the registration of the Association is revoked. b) A copy of the Letters Patent and any supplementary Letters Patent c) All By-Laws and special resolutions; By-Laws relating to the Association must be held for as long as the Association is registered and for two years after the date the registration of the Association is revoked. d) All Governing documents (incorporating documents, constitution, trust document); governing documents relating to the Association must be held for as long as the Association is registered and for two years after the date the registration of the Association is revoked. e) The registry of Members; f) The registry of Directors; g) Proper books of account and financing, including financial statements, copies of official donation receipts, copies of annual information returns; copies of official donation receipts (other than for 10-year gifts) must be kept for a minimum of two years from the end of the calendar year in which the donations were made; records for 10-year gifts must be kept for as long as the Association is registered and for a minimum of two years after the date the registration of the Association is revoked; general ledgers or other books of final entry containing summaries of year-to-year transactions and the accounts necessary to verify the entries must be kept for six years from the end of the last tax year to which they relate, while the Association is registered, and for two years after the date the registration of the Association is revoked; financial statements, source documents and copies of annual information returns (T3010 forms) must be kept for six years from the end of the last tax year to which they relate or, if the Association is revoked, for two years after the date of revocation. h) All documents evidencing or affecting the rights and obligations of the Association; i) All written agreements, contracts, annual reports, ledgers, bank statements, expense accounts, inventories, investment agreements, accountant's working papers, payroll records, promotional materials, and fundraising materials; j) Books and records also include source documents. Source documents support the information in the books and records, and include items such as: invoices, vouchers, formal contracts, work orders, delivery slips, purchase orders, and bank deposit slips. Section 8 Minutes The minutes of any meeting of the Board shall be approved at the next Board Meeting. The minutes of any meeting of the Members shall be approved at the next meeting of the Members. Once the minutes are approved, either the Chair of the meeting that approved the minutes or the Chair of the meeting that the minutes were about, shall sign the minutes. Once so signed, the minutes are admissible in evidence as prima facie proof of the proceedings The Secretary, or a temporary alternate director appointed or elected by the Board of Directors, records the minutes of every meeting of the Board of Directors. The Board will determine the degree of openness and transparency of organizational information that will be recorded in the minutes. At a minimum, minutes should include the following: a) Name of the organization b) Location, date, and start and end time of meeting c) Type of meeting - regular or special d) Board members present (in person or by speakerphone) and absent e) Other individuals present during the Board meeting (i.e., staff and guests) f) Existence of a quorum (minimum number of Board members entitled to vote that must be present at a meeting before any business can be transacted legally) 8

10 g) A brief description of each agenda item and the action taken by the Board on that item; note any recusals or abstentions; note dissenting votes upon request of the Board member h) A notation about any actions that require follow-up by the Board or staff i) A copy of any reference material or supporting documents presented at board meetings The Secretary needs to see and hear all members to keep an accurate record. Minutes may be recorded and distributed in written or electronic formats. Minutes are to be distributed no later than one week after the meeting and prior to the next meeting. Section 9 Sponsorships Sponsors to the OGSA will not provide any additional honorarium, uniform, windbreaker, awards or any other item to their team during or after the playing season without consent of the Board. The sponsorship fees will be set from time to time by the Board. Section 10 Amendments No amendment or alteration shall be made to any part of this Constitution except at: a) An Annual General Meeting and by a majority vote of the Members present. Notice of any proposed alteration or amendment must be made to the Secretary in writing at least seven (7) days before the Annual General Meeting. b) A special meeting called by the Board for the purpose of amending the Constitution. All Members must be notified with at least fourteen (14) days prior notice. Section 11 Indemnification & Responsibility The OGSA does not accept any responsibility for any debts incurred by any team or individual. The OGSA agrees to procure Medical and Liability insurance to cover all active players, members, managers and coaches, from any claim that might arise as a result of the operation of the OGSA activities. All claims are to be submitted to the OGSA Treasurer. The Association will indemnify and hold harmless out of O GSA funds each Board member from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing duties of a Board member. The Association will not indemnify any Board member or any other person for acts of fraud or dishonesty. The Association may purchase and maintain insurance for the benefit of its Board members, as the Board may determine. Section 12 - Procedural Authority The procedural authority for the Corporation shall be Perry s Call to Order. Section 13 Dissolution The Association may be dissolved if deemed necessary by the Members in a majority vote at a Special Meeting. Any assets or remaining funds after debts have been paid shall be returned to their providers or transferred to local charities or similar Associations at the discretion of the Board of Directors. This constitution was adopted at the AGM held at TOWN OF OAKVILLE, TOWN HALL on Thursday November 1, 2018 by: MOTION of the OGSA Board of Directors Kathryn McKaye Pretty November 1, 2018 Signed: President Name: Diane Brown November 1, 2018 Signed: Secretary Name: 9