GrayJay Sports
By-Laws
Last Update - AGM 2022
TRURO AND AREA MINOR HOCKEY ASSOCIATION
BY-LAWS
Definitions
1. In these by-laws unless there is something in the subject or context inconsistent therewith:
(a) "Society" means Truro and Area Minor Hockey Association, (hereinafter referred to as "TAMHA").
(b) "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
(c) "Special Resolution" means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
(d) "Truro and Area" means the recreational districts of Truro, Bible Hill, Valley, Salmon River and North River and any others that may be added subsequent to 1983 and approved by the Nova Scotia Minor Hockey Council.
(e) “in good standing” means having all registration dues and any other fees from both the current and previous season paid in full by December 15th of the current season unless other arrangements have been approved by the TAMHA executive;
Membership Rights and Responsibilities
2. TAMHA is ultimately accountable to the members of TAMHA.
3. Every member is entitled to attend any members' meeting of TAMHA.
4. Every member may vote at any members' meeting of TAMHA providing they are in good standing.
5. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance with these by-laws, and none others, shall be members of TAMHA, and their names shall be entered in the Register of Members accordingly.
6. For the purposes of registration the number of members of TAMHA is unlimited until each division has reached its maximum capacity as determined by the number of players registered. Recognizing the Objectives of TAMHA, all reasonable efforts will be made to accommodate those wishing to participate.
7. Membership in TAMHA shall not be transferable.
8. Membership in TAMHA is open to the following:
(a) All parents and legal guardians of players on hockey teams which operate under the jurisdiction of TAMHA as identified on TAMHA registration forms, and who comply with the requirements of its Memorandum of Association and By-Laws.
(b) Other elected and appointed officials.
(c) All registered coaching staff of teams registered within TAMHA.
9. Membership in TAMHA shall cease upon:
(a) Death, or
(b) Non-payment of registration fees by the member, or
(c) If by notice given in writing to TAMHA by the member, or
(d) If the member ceases to qualify for membership in accordance with these by-laws, or
(e) The member's membership is for a fixed term upon the expiration of that term, or
(d) If, by a vote of the majority of the members of TAMHA or a majority vote of the Directors of
TAMHA at a meeting duly called and for which notice of the proposed action has been given, the Member's membership in TAMHA has been terminated.
10. Members must be in good standing to be eligible to vote at any Members meeting. In the event a Member has fee owing and outstanding to TAMHA beyond December 15th, that Member shall be considered in default and not eligible to vote at any Members meeting(s) until any arrears are paid. Further, any players for which registration is outstanding as of December 15th will be suspended from participation with their TAMHA team on or before December 31st until all registration is paid in full.
11. The members may repeal, amend or add to these by-laws by a special resolution at the annual or pre- season member meetings. No by-law or amendment to by-laws shall take effect until approved by the Registrar.
12. No funds of TAMHA shall be paid to or be available for the personal benefit of any member except as a paid employee of TAMHA in a position currently existing or such position as may be created and approved by the membership at a Members meeting; such position shall not include a position as coach, manager or other team official or any position on the Board.
Members Meetings
13. Every member shall have one (1) vote and no more. There shall be no proxy voting.
14. There shall be an Annual General Meeting of TAMHA held within 7 days after the HNS AGM each year. The Annual General Meeting marks the conclusion of the current hockey year and the beginning of the new hockey year and a minimum of seven (7) days’ notice is required which must:
(a) Specify the date, place and time of the meeting,
(b) Be given to the members by email, website posts, and/or other electronic means
(c) Specify the intention to propose any special resolutions, and
(d) The non-receipt of notice by any member shall not invalidate the proceedings.
15. A meeting of the members may be held at any time and shall be called:
(a) If requested by a majority of the directors, or
(b) If requested in writing by 50 members in good standing.
16. Notice to members is required for any Members meetings. The notice must:
(a) Specify the date, place and time of the meeting,
(b) Be given to the members seven (7) days prior to the meeting,
(c) Be given to the members by e-mail, website post, and/or other electronic means.
(d) Specify the nature of business, such as the intention to propose a special resolution, and
(e) The non-receipt of notice by any member shall not invalidate the proceedings.
17. At the Annual general meeting of TAMHA the following items of business shall be dealt with and shall be deemed ordinary business and all other business transacted shall be deemed special business:
(a) Minutes of the previous annual general meeting,
(b) Consideration of the annual report of the directors,
(c) Consideration of the annual financial report of TAMHA,
(d) Notice of motions, and
(e) Election of directors.
18. Quorum for any Member Meetings of TAMHA including the Annual General meeting, the Pre-Season Meeting and the Mid-Season Meeting, shall consist of twenty (20) members, in good standing. No business shall be conducted at any meeting unless a quorum is present to open the meeting and, upon request, before any vote.
19. (a) If a meeting is convened as per by-law 15(a) and quorum is not present within one-half hour from the time appointed for the meeting; it shall be adjourned to such time and place as a majority of the members present shall decide. Notice of the new meeting shall be given and at the adjourned meeting the members present shall constitute quorum only for the purpose of winding up TAMHA.
(b) If a meeting is convened at the request of the members as per by-law 15(b) and quorum is not present within one-half hour from the time appointed for the meeting, it shall be dissolved.
20. There shall also be a Pre-Season Meeting of TAMHA held on or before the 10th day of September of each year. Notice of the Pre-Season Meeting will be given in accordance with by-law 16. The Pre-season Meeting will mark the beginning of the new hockey year and the following business shall be dealt with:
- Minutes of the previous Pre-Season Meeting
- Pre-season report of directors including important HNS updates
- Season Budget which will include the presentation of registration fees for the year
21. There shall also be a Mid-Season Meeting of TAMHA held on or before the 15th day of January each year. The following business shall be dealt with at the Mid-Season meeting:
a) Minutes of the previous member meeting
b) Consideration of the Mid Season report of the directors,
(c) Consideration of the mid season financial report of TAMHA,
(d) Notice of motions,
22. The President, or in his/her absence, the 1st Vice-President, or in the absence of both of any of them, any Board member appointed from among those present, shall preside as Chair at members meetings.
23. Where there is an equality of votes the Chair shall cast the deciding vote.
24. The Chair may, with the consent of the meeting, adjourn any meeting. No business shall be transacted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the members.
25. At any meeting a declaration by the Chair that a resolution has been carried after the counting of votes is sufficient unless a poll is demanded by at least three members. If a poll is demanded it shall be held by a show of hands or by secret ballot as the Chair may decide.
26. With exception to amendments requiring special resolutions, all decisions requiring a vote shall be determined by a majority vote being one-half of those present, plus one. Those eligible to vote are registered members, team coaches, and the Board members.
Directors
27. Any member of TAMHA or resident of TAMHA’s catchment area that is 18 years of age or older, shall be eligible to be elected a Director of TAMHA and a Director of TAMHA shall be a Member. (2022)
28. There shall be 17 Directors positions on the Board. The subscribers to the Memorandum of Association of TAMHA shall be the first directors of TAMHA.
29. The Directors shall retire from office at the end of each annual general meeting at which their successors are elected. Retiring Directors shall be eligible for re-election. Directors shall be elected to one year terms. The position of president shall only be eligible to be re-elected for 3 additional terms (Total 4 years)
30. If a Director resigns his/her office or ceases to be a member of TAMHA that is not living within TAMHA’s catchment area, his/her office as director shall be vacated. (2022)
31. The Directors shall have the power to appoint any Member in good standing or a resident of TAMHA’s catchment area that is 18 years of age or older, as a director, to fill a vacancy in the Board which may occur during the year. The Number of appointed (by the Board) directors/officers shall never outnumber the amount of elected (by the members) directors. (2022)
32. The management of TAMHA is the responsibility of the Directors. In particular, the Directors may hire employees and determine duties, responsibilities and remuneration.
33. The directors may appoint any committees as they see fit.
34. Directors who have, or could reasonably be seen to have, a conflict of interest have a duty to declare this interest. The declaration should be made to the members:
(a) Upon nomination, and
(b) If serving as a Director, when the possibility of a conflict is realized.
35. A conflict of interest does not prevent a Member from serving as a Director provided that he/she withdraws from the decision making on matters pertaining to that interest. The withdrawal shall be recorded in the minutes.
36. The Powers of the Directors shall include, but not be limited to the following:
(a) Establish rules and regulations’ governing the conduct of members of TAMHA, and especially the active participants therein;
(b) Establish rules and regulations’ in keeping with Hockey Canada, HNS and NSMHC;
(c) Establish rules and regulations regarding the day to day operation and procedures applicable to conduct of Business of TAMHA, and in particular, specifically describes the duties of the various members of the Board;
(d) Generally, establish rules and regulations to ensure the proper conduct of day to day functioning of TAMHA consistent with the objectives and purposes of TAMHA.
Directors Meetings
37. The Board of Directors shall meet no less than ten (10) times each year.
(a) Directors must attend a minimum of 50% of all meetings of the Board of Directors and of the Association and shall not be absent from greater than three (3)
consecutive meetings. (2022)
38. A meeting of Directors may be held at the close of every Annual General Meeting without notice. For all other board meetings, notice is required and must:
(a) Specify the date, place and time of the meeting,
(b) Be given to the directors seven (7) days prior to the meeting,
(c) Be given to the directors, by-mail or other electronic means,
(d) The non-receipt of notice by any director shall not invalidate the proceedings.
(e) Notice can be waived for board meetings with the unanimous approval of the Board.
39. Quorum shall consist of eight (8) of the Directors. No business shall be conducted at any meeting of the Board of Directors, unless a quorum is present to open the meeting and, upon request, before any vote.
40. The President or, in his/her absence, the 1st Vice-President or, in the absence of both of them, the 2nd Vice-President, or any director appointed from among the directors shall preside as Chair of the Board.
41. At Directors' meetings, where there is an equality of votes the Chair shall cast the deciding vote.
Officers
42. The Executive officers shall be elected by the membership at the Annual General Meeting and shall be a President, 1st Vice-President, 2nd Vice-President, Treasurer and Secretary.
43. One of the executive officers shall be the President. The President shall be responsible for the effectiveness of the board and shall perform other duties as assigned by the members or the directors. The President is:
(a) Responsible for the overall coordination of TAMHA activities
(b) Authorized to give formal decisions on matters of dispute arising among or between members or teams involved in the Minor Hockey Program, unless financial in nature in which it must be presented for board approval;
(c) Sit on all committees as an ex-officio member.
(d) Liaise with HNS, NSMHC and other related hockey branches and ensures TAMHA acts in compliance with the rules, regulations and policies of those bodies.
44. One of the executive officers shall be the 1st Vice-President. The 1st Vice-President shall perform the duties of the Chair during the absence, illness or incapacity of the President, or when the Chair may request him/her to do so. The 1st Vice President is responsible for:
(a) Assuming the President's duties in his/her absence for any reason
(b) Performing duties and accepts responsibilities as assigned by the President;
45. One of the executive officers shall be the 2nd Vice-President. The 2nd Vice-President shall perform the duties of the Chair during the absence, illness or incapacity of the President and 1st Vice-President, or when the Chair may request him/her to do so. The 2nd Vice-President is responsible for:
(a) Duties as assigned by the President and First Vice-President;
(b) Risk Management
(c) Team Budgets and Finance Committee
46. One of the executive officers shall be the Secretary. The Secretary shall:
(a) Record the proceedings of all meetings and keep custody of minutes of proceedings of Members meetings and Directors Meetings, as well as other books, records and the seal (if applicable) of the Society;
(b) Distribute minutes of meetings along with the notice and agenda for meetings to all Board members;
(c) Responsible for the conduct of the correspondence of which the President shall have full knowledge;
(d) Perform such other duties as the Board of Directors deem necessary;
(e) Prepare and deliver a copy of all Minutes of meetings to TAMHA accountant.
47. One of the officers shall be the Treasurer. Any eligible person standing for the position of Treasurer must have a professional accounting designation or equivalent experience as determined by the Board. The Treasurer shall have responsibility for the custody of all financial books and records of TAMHA, and carry out all other duties as assigned by the board. Treasurer duties to include:
(a) Handling and safe keeping of the books of accounts and of all financial documents;
(b) Receives all monies and co-signs cheques and co-authorize electronic money transfers for payment of the authorized accounts.
(c) Authorized co-signer of all cheques and electronic money transfers. Co-signers shall be any two (2) other members of the TAMHA Executive.
(d) Report the state of finance at each Board meeting and prepare monthly financial statements for presentation to the Board.
(e) Make suitable arrangements for the handling and safe keeping of cash at all times and for its deposit in the bank.
(f) Presents a report at each Annual Meeting;
(g) Alert the Board to any variances of a substantive nature which would require the Board to take corrective action;
(h) Work closely with the Office Administrator/ Registrar to ensure all fees are accounted for and paid. An approved fee will be charged to individuals for all returned cheques. (2022)
48. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of TAMHA by the President or the 1st or 2nd Vice-President and the Treasurer or Secretary, or otherwise as prescribed by resolution of the Board of Directors.
Board Members:
49. The Board members shall be elected by the membership at the Annual General Meeting and shall be:
- U7 Division Rep
- U9 Division Rep
- U11 Division Rep
- U13 Division Rep
- U15 Division Rep
- U18 Division Rep
- Female Division Rep
- Equipment Manager
- Coach Coordinator
- Referee-in-Chief
- Communications & Technology Coordinator
- Tournament Chair
50. Any member in good standing, or any non-member resident of TAMHA’s catchment area, that is 18 years of age or older, may stand for positions on the TAMHA Board of Directors.
51. A Nominating Committee of at least three people shall be appointed by the President at least thirty days prior to the annual meeting.
52. The Board Members shall be elected for the upcoming hockey season at the Annual General Meeting from the candidates nominated by the nominating committee or nominated in writing by a member in good standing at least two (2) weeks prior to the Annual General Meeting.
53. The President shall be elected from one of the current Executive or Board positions in order to provide some continuity in the running of TAMHA. If no member of the current Executive or Board is willing or able to stand for election as President, a member in good standing or a non-member resident of TAMHA’s catchment area that is 18 years of age or older, may be nominated by the nominating committee, which is appointed by the current Executive, or nominated by a member in good standing submitted in writing to the President of the Association not less than two (2) weeks prior to the Annual General Meeting. (2022)
54. The 1st Vice-President and 2nd Vice-President shall be elected from one of the current Executive or Board positions in order to provide some continuity in the running of TAMHA. If no member of the current Executive or Board is willing or able to stand for election as 1st Vice-President and/or 2nd Vice-President, a member in good standing or a non-member resident of TAMHA’s catchment area that is 18 years of age or older, may be nominated by the nominating committee, which is appointed by the current Executive, or nominated by a member in good standing submitted in writing to the President of the Association not less than two (2) weeks prior to the Annual General Meeting. (2022)
55. Where Executive and Board positions are not filled due to a lack of candidates at the Annual General Meeting, the President may identify suitable candidates for recommendation to the Board for approval. Those persons not elected by the general membership will assume and hold office upon a majority vote of the Board. (2022)
56. The members may, by special resolution, remove any director and appoint another person to complete the term of office.
(a) A director may be removed from office for violation of the attendance policy set out in By-Law 37(a) provided that a written complaint and recommendation of removal from office are upheld by a two-thirds majority vote of the Board of Directors.
57. The Board of Directors and their general Job Descriptions are as follows:
(a) Past President:
Past President is a non-voting member who serves on the Ethics Committee as stated in Article 16.3 and will act in an advisory capacity to the Board as deemed required by the Board.
(b) Division Reps:
Division Reps serve as the liaison between the Board and any teams in their division. Division Reps oversee all activities, and equipment distribution for teams within their division. While not a prerequisite, previous experience and hockey knowledge (i.e., coaching, managing, etc.) are desirable for the position of a Division Rep.
(c) Equipment Manager:
Maintains an up to date inventory and distribution log of all jerseys and equipment;
Issues and obtains receipts for all jerseys and equipment at the start of the season and in conjunction with Division Reps, collects all jerseys and equipment at the end of each hockey season;
Arranges for the repair of jerseys and equipment where necessary; Recommends purchases of jerseys and equipment to the Board where applicable; Arranges through the Treasurer, appropriate insurance coverage for protection of jerseys and equipment from loss due to fire or theft; Assists the Treasurer in the preparation of the budget with respect to the jerseys and equipment replacement requirements; Presents at each Annual Meeting a report of the years' operation; May be authorized to purchase equipment; Arranges for handling, storage, repairing and cleaning and inventory of equipment;
(d) Referee in Chief:
Recruitment and training of qualified officials for use by TAMHA. Assigns and schedules officials for games sanctioned by TAMHA. Maintains a work log on all Association Officials which may be requested from time to time by the Board. Provides to the Board a written evaluation for any Association Official if requested. Assess and evaluate TAMHA referees. The Referee in Chief may receive an honorarium for their Referee Assignor duties and will not be permitted to vote on any resolutions/motions related to refereeing in accordance with by-law 34 and 35.
(e) Coach Coordinator:
Supervises all coaches within TAMHA; Chairs Coach Selection Committee; Chairs meeting for all TAMHA coaches to outline coach qualification procedures, plus 2 additional coaches meetings per season; Enforce all guidelines and rules of Hockey Canada, HNS, and NSMHC with regard to coach qualifications Deals with all written complaints submitted to TAMHA with respect to coaching issues; Has the authority, in consultation with the Board, to dismiss a coach when he/she is deemed incompetent. Through the aid of clinics, train and supply coaches to satisfy the demand of TAMHA.
(f) Communications & Technology Coordinator:
Responsible for the publishing and managing of TAMHA content, design layout, online registration, access permissions and the overall maintenance of the TAMHA website and any of it’s subsidiary websites and online communications and technology systems, ensuring that all information is up to date.
58. Non-Voting Members Reporting to the Board:
(a) Development Coordinator:
Responsible for the overall direction of TAMHA's development program; Main liaison with coaches for all skill development activities; Main liaison with HNS Development personnel. Responsible for outlining the budgetary requirements for the overall development program and provide the leadership within TAMHA to achieve program objectives. Reports to the Board at monthly meetings
(b) Office Administrator Registrar:
Board employee responsible for supervision and control of all registration procedures; Supplies each Division Rep with registration information; Take payments and receive registration forms at walk-in Registration; Work closely with the Treasurer to ensure all funds are collected and accounted for; Keep a register of all players registered in TAMHA; Coordinates all phases of player registration; Maintains Hockey Canada online database of TAMHA players and teams; Receives monies and signs cheques for payment of authorized accounts and presents same to Treasurer for cosignatory. Makes suitable arrangements for the handling and safe keeping of cash at all times and for its deposit in the bank. Prepare and present to the Board by December 15 of each year a complete list of members who are in arrears in order to have said players removed from the ice by December 15. Determines, in conjunction with the President and Treasurer, the pro-rata refund of any member who must withdraw during the season; Reports to the Board at monthly meetings; Assigns and pays timers for TAMHA games;
Finance
(c) Ice Manager:
(i) Obtains and manages ice time acquired from various facilities for TAMHA purposes.
(ii) Confers with the Treasurer in the preparation off-season budgets
(iii) Disbursement of ice times to Rep team and U7 level managers and/or Head Coaches
(iv) For U9/C Level/House teams: Issue practice and game ice times and schedules the teams regular season league games
(v) If required, act as regional league scheduler for U9/C level/House teams
(vi) Oversees ice time schedules, rescheduling of ice time, exchange of ice time and cancellation of ice time.
59. The fiscal year end of TAMHA shall be the last day of April.
60. The Directors shall annually present to the Members a written report on the financial position of TAMHA. The report shall be in the form of:
(a) A balance sheet showing its assets, liabilities and equity, and
(b) A statement of its income and expenditure in the preceding fiscal year.
61. A copy of the financial report shall be signed by the auditor or by two directors.
62. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual meeting.
63. An auditor of TAMHA may be appointed annually by the Board.
64. TAMHA may only borrow money as approved by a special resolution of the Members.
65. The Members may inspect the annual financial statements and minutes of membership and directors meetings at the registered office of TAMHA with one week's notice. All other books and records of TAMHA may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of TAMHA.
66. Directors and officers shall serve without remuneration and shall not receive any profit from their positions. However, a director or officer may be paid reasonable expenses incurred in the performance of his/her duties.
67. TAMHA shall not make loans, guarantee loans or advance funds to any director.
68. The Operating Policies as developed and amended from time to time by the Board of Directors are the operating policies of TAMHA.