
Article
1 Name
of Association
The
name of this organization shall be 'LONDON DEVILETTES GIRLS HOCKEY
ASSOCIATION."
(Hereinafter
referred to as the Association or Devilettes.)
This Association shall be a non-profit
organization; the objective being to promote girls hockey in the London area,
and to stress the importance of good sportsmanship and
good
citizenship among the people of this Association.
All
OWHA rules and guidelines regarding movement of players will be adhered to by
the Devilettes along with any rules and guidelines that the Devilettes adopt as
Association standards, as stated in our By-laws.
A
by-law relating generally to the transaction of the business and affairs of
London Devilettes Girls Hockey Association (the "Corporation “)
BE
IT ENACTED as a by-law of the Corporation as follows:
The
head office of the Corporation shall be in the City of London in the Province
of Ontario at such place therein as the Board (as hereinafter defined) may from
time to time by a resolution determine.
2.
SEAL
The
corporate seal of the Corporation shall be such as the Board may by resolution
from time to time adopt, and shall be entrusted to the Secretary of the
Corporation for its use and safe keeping.
3.
DIRECTORS
3.
01 Board of directors.
The
affairs of the Corporation shall be managed by a board of directors (herein
referred to as the "Board") consisting of fifteen (15) directors,
fourteen (14) of whom shall be elected as hereinafter set out together with the
Past President of the Corporation. The directors may exercise all such powers
and do all such acts and things as may be exercised or done by the Corporation
and are not by the by-laws or any resolution of the Corporation or by statute
expressly directed or required to be done by the Corporation at a meeting of
members.
3.02 Qualification of directors.
Directors
shall be individuals, eighteen or more years of age and shall, at the time of
their election or within ten days thereafter and throughout the term of their
office, be members of the Corporation.
3.
03 Election of directors and term of office.
(1)
The directors of the Corporation shall be elected and shall retire in rotation.
At the first meeting of the members of the Corporation held to elect directors
after the coming into force of this by law seven (7) directors shall be elected
to hold office for a term of two (2) years from the date of their election or
until the second annual meeting of the members following such date, whichever
is earlier, and seven (7) directors shall be elected to hold office for a term
of one (1) year from the date of their election or until the first annual
meeting of the members following such date, whichever is earlier. At each
annual meeting of the members held to elect directors, seven (7) directors
shall be elected for a term of two (2) years or until the second annual meeting
of the members following their election, whichever is earlier, to replace the
seven (7) directors to retire from office at each such annual meeting on the
expiration of the term for which such directors were elected.
(2)
Directors shall be elected by the members in a general meeting on a show of
hands unless a poll is demanded and if a poll is demanded such election shall
be by ballot.
(3) Subject to the provisions of this by-law, directors shall be eligible for re-election for a maximum of three consecutive terms.
(4) From time to time in the event of any vacancy however caused occurring in the Board (except through an increase in the number of directors), such vacancy may, as long as there is a quorum of directors then in office, be filled by the directors from among the members of the Corporation if they shall see fit to do so; otherwise, such vacancy may be filled at the next meeting of members. If the directors intend to fill such vacancy they shall give notice of such intention to the members and the members shall be afforded an opportunity to submit names of potential candidates to fill such vacancy. Any director appointed by the other directors to fill any such vacancy shall hold office until the next annual meeting of the members held to elect directors at which time, unless the term of the director who ceased to be a director and who caused such vacancy shall then expire the members shall elect a director who shall serve as a director for the un-expired term of the director who ceased to be a director and who caused such vacancy.
3.04
Vacation of office. A person ceases to be a director of the Corporation:
(a)
If he or she becomes a bankrupt;
(b)
If he or she is found by a court to be mentally incompetent or of unsound mind;
(c)
If by notice in writing to the Secretary of the Corporation he or she resigns
his or her office; or
(d)
If he or she ceases to be a member of the Corporation.
3.05
Removal of directors.
(1) The directors of the Corporation, by a resolution passed by at least seventy-five percent (75%) of all Board members eligible to vote at a meeting of the Board may, at a meeting of the Board of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office. Any director against whom a motion for removal is brought shall receive written notice of such motion and shall, at the meeting called to consider such motion, be given a full opportunity to reply thereto.
(2)
The members of the Corporation may, by resolution passed by at least two-thirds
(2/3) of the votes cast at a general meeting of which notice specifying the
intention to pass such resolution has been given, remove any director before
the expiration of his or her term of office and may, by a majority of the votes
cast at that meeting, elect any person in his or her stead for the remainder of
his or her term.
3.06
Remuneration of directors.
The
directors of the Corporation shall serve without remuneration and no director
shall directly or indirectly receive any profit from his or her position as
such; provided that a director may be paid reasonable expenses incurred by him
or her in the performance of his or her duties.
4. MEETINGS OF DIRECTORS
4.01
Place of meeting and notice.
(1)
Meetings of the Board may be held either at the head office of the Corporation
or at any place within Canada. A meeting of the Board may be convened by the
President or any two directors at any time and the Secretary by direction of
the President or any two directors shall convene a meeting of directors.
(2)
Notice of any meeting of the Board shall be delivered or mailed or sent by
telecopier or e-mail or otherwise communicated to each director not less than
seven days if mailed and not less than two days if delivered, sent by
telecopier or e-mail or otherwise communicated (exclusive of the day on which
the notice is delivered or mailed or sent by telecopier or e-mail or otherwise
communicated but inclusive of the day for which notice is given) before the
meeting is to take place; provided always that meetings of the Board may be
held at any time without formal notice if all the directors are present or
those absent have waived notice or have signified their assent in writing to
such meeting being held in their absence. Notice of any meeting or any
irregularity in any meeting or in the notice thereof may be waived by any
director.
(3)
For the first meeting of the Board to be held immediately following the
election of directors at an annual or general meeting of the members or for a
meeting of the Board at which a director is appointed to fill a vacancy in the
Board, no notice of such meeting need be given to the director or directors so
elected or appointed in order for the meeting to be duly constituted, provided
that a quorum of the directors is present.
(4)
The Board may appoint a day or days in any month or months for regular meetings
of the Board at any place or hour to be named by the Board and a copy of any
resolution of the Board fixing the place and time of regular meetings of the
Board shall be sent to each director forthwith after being passed, but no
further notice shall be required for any such regular meetings.
4.02 Quorum.
A
quorum at any meeting of the Board shall be the presence in person of not less
than eight (8) of the directors.
(amended May 8, 2001)
4.03
Voting.
(I)
Questions arising at any meeting of the Board shall be decided by a majority of
votes. The Chairman of the meeting
shall be entitled to cast a vote only in the event of an equality of votes.
(2)
At any meeting unless a poll is demanded, a declaration by the Chairman that a
resolution has been carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.
(3) In the event an item needs to be voted on prior to the next Board meeting, a vote by e-mail is allowed. Such vote shall be followed up by a formal vote at the next regularly scheduled meeting. (amended May 8, 2001)
4.04 Attendance and participation by
members.
Meetings
of the Board shall be open to all members of the Corporation provided however
that the Board may, upon the vote of two-thirds (2/3) of those directors
present, deliberate in private if it is considering any matter of a sensitive
or confidential nature. Members of the
Corporation who are not directors shall be permitted to speak at Board meetings
upon invitation, at the discretion of the Chairman or with the concurrence of a
majority of the directors present.
5.
OFFICERS
5.01
Officers.
The
membership shall, at an annual general meeting, elect every two years or as may
be required, the positions of President, Vice President Operations, Secretary,
Treasurer and Registrar. The Board shall annually or as often as may be
required from among those individuals comprising the Board appoint the
following officers:
- an Ice Convenor ,
- a Development Director,
- a House League Director,
- a Competitive Division Director ,
- a Fundraising Director,
- two House League Directors at Large; and
- two Competitive Division Directors at Large
The Board may appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board.
5.02
Powers and duties of Officers.
All
officers shall sign such contracts, documents or instruments in writing as
require their respective signatures and shall respectively have and perform all
powers and duties incident to their respective offices and such other powers
and duties respectively as may from time to time be assigned to them by the
Board; subject, however, to any special resolution of the Corporation.
5.03
Removal of officers.
All
officers shall be subject to removal by resolution of the Board at any time
with or without cause.
5.04
Delegation of duties of officers.
In
the case of absence or inability to act of the President, the
Vice-President-Hockey Operations or any other officer of the Corporation or for
any other reason that the directors may deem sufficient, the directors may
delegate all or any of the powers of such officer to any other officer or to
any director for the time being
5.05
President
(1)
No individual shall be elected as President unless he or she shall have served
a minimum of one year on the Board.
(2)
The President shall be the chief executive officer of the Corporation and shall
be responsible to the Board for the co-ordination of all affairs of the
Corporation. The President shall, subject to any special resolution of the
Corporation, when present, preside at all meetings of the Board, the executive
committee and members of the Corporation The President shall sign such
contracts, documents or instruments in writing as require his or her signature.
In all matters affecting the Corporation, the President shall be deemed to be
an agent of the Corporation acting under the authority and at the express
intention and express direction of the Board or any committee thereof, as the
case may be.
5.06
Vice-President-Hockey Operations.
The
Vice-President-Hockey Operations shall be vested with all the powers and shall
perform all the duties of the President in the absence or inability or refusal
to act of the President. The Vice-President-Hockey Operations shall sign such
contracts, documents or instruments in writing as require his or her signature,
shall be responsible to the Board for those matters identified in Schedule
" A" hereto and shall have such other powers and duties as may from
time to time be assigned to him or her by the Board.
5.07
Secretary.
The
Secretary shall, when present, act as secretary of all meetings of directors
and members, shall have charge of the minute books of the Corporation and the
documents and registers referred to in S. 300 of the Corporations Act, R.S.O.
1990, c. C.381. The Secretary shall sign such contracts, documents or
instruments in writing as require his or her signature and shall have such
other powers and duties as may from time to time be assigned to him or her by
the Board or as are incident to his or her office.
5.08
Treasurer.
Subject
to the provisions of any resolution of the Board, the Treasurer shall have the
care and custody of all the funds and securities of the Corporation and shall
deposit the same in the name of the Corporation in such bank or banks or with
such depositary or depositaries as the Board may direct. The Treasurer shall
sign such contracts, documents or instruments in writing as require his or her
signature, shall be responsible to the Board for those matters identified in
Schedule " A " hereto and shall have such other powers and duties as
may from time to time be assigned to him or her by the Board or as are incident
to his or her office. The Treasurer may be required to give such bond for the
faithful performance of his or her duties as the Board in their uncontrolled
discretion may require, but no director shall be liable for failure to require
any bond or for the insufficiency of any bond or for any loss by reason of the
failure of the Corporation to receive any indemnity thereby provided.
5.09
Duties of remaining Officers.
The
remaining officers of the Corporation shall be responsible to the Board for
those matters identified in Schedule " A" hereto.
5.10
Vacancies.
If the
office of any officer of the Corporation shall be or become vacant by reason of
death, resignation, disqualification or otherwise, the directors shall, in the
case of the President, elect a person to fill such vacancy and in the case of
any other office, appoint a person to fill such vacancy.
5.11
Restrictions on officers.
No
individual may, while holding any of the following offices, namely: President,
Vice President -Hockey Operations,
House League Director or Competitive Division Director serve as a coach, assistant coach or manager
of any house league or competitive division team operated by the Corporation.
(amended May 8, 2001)
6. COMMITTEES
6.01 Executive Committee.
Those
individuals holding the offices of President, Vice PresidentHockey Operations,
Secretary, Treasurer and Registrar together with such other directors, if any,
as the directors may elect from among their number shall comprise the executive
committee and, subject to the by-laws and resolutions of the Board, the Board may
delegate to such executive committee any of the powers of the Board. Subject to
the by-laws and resolutions of the Board the executive committee may meet for
the transaction of business, adjourn and otherwise regulate its meetings as it
sees fit, provided, however, the quorum for any meeting of the executive
committee shall not be less than a majority of its members.
6.02
Other Committees.
The
Board may from time to time constitute such committees, as it deems necessary
to assist the directors in carrying on the affairs of the Corporation and shall
prescribe the duties and structure of any such committees and the method by
which any such committees shall report to the Board.
7.
INDEMNITIES TO DIRECTORS, OFFICERS AND OTHERS
Every
director or officer of the Corporation or any other person who has undertaken
or is about to undertake any liability on behalf of the Corporation and his or
her heirs, executors and administrators, and estate and effects, respectively,
shall from time to time and at all times, be indemnified and saved harmless out
of the funds of the Corporation, from and against,
(a) all costs, charges and expenses
whatsoever which such director, officer or other person sustains or incurs in
or about any action, suit or proceeding that is brought, commenced or
prosecuted against him or her, for or 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; and
(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 willful neglect or default.
8. FOR THE PROTECTION OF DIRECTORS AND
OFFICERS
(1)
No director or officer for the time being of the Corporation shall be liable
for the acts, receipts, neglects or defaults of any other director or officer
or employee or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired by
order of the Board or for or on behalf of the Corporation or for the
insufficiency or deficiency of any security in or upon which any of the moneys
of or belonging to the Corporation shall be placed out or invested or for any
loss or damage arising from the bankruptcy, insolvency or tortuous act of any
person, firm or company with whom or which any moneys, securities or effects
shall be lodged or deposited or for any other loss, damage or misfortune
whatsoever which may happen in the execution of the duties of such director's
or officer's respective office or trust or in relation thereto unless the same
shall happen by or through such director's or officer's own wrongful and
willful act or through his or her own wrongful and willful neglect or default.
(2)
The directors for the time being of the Corporation shall not be under any duty
or responsibility in respect of any contract, act or transaction whether or not
made, done or entered into in the name or on behalf of the Corporation, except
such as shall have been submitted to and authorized or approved by the Board.
If any director or officer of the Corporation shall be employed by or shall
perform services for the Corporation otherwise than as a director or officer or
shall be a member of a firm or a shareholder , director or officer of a company
which is employed by or performs services for the Corporation, the fact of his
being a director or officer of the Corporation shall not disentitle such
director or officer or such firm or company, as the case may be, from receiving
proper remuneration for such services.
9.
MEMBERSHIP
9.01
Qualification.
The
members of the Corporation shall be those persons who are from time to time enrolled
as members of the Corporation at its head office. There shall be maintained at
the head office of the Corporation a list of members in good standing enrolled
at such office. Save as otherwise expressly herein provided, the fee for
membership in the Corporation, if any and for each class of member (as
hereinafter provided for), shall be such sum per annum as may be fixed from
time to time by the Board.
9.02
Classes of membership.
There
shall be three classes of membership in the Corporation, namely:
(a)
Ordinary members
(b)
Proclaimed members, and
(c)
Honourary members.
9.03
Ordinary members.
Ordinary
members shall be:
(a)
those individuals over the age of eighteen (18) years who are members of a
hockey team operated by the Corporation and
(b)
the parents of any individual under the age of eighteen (18) years who is a
member of a hockey team operated by the Corporation
The
term "parent" as used above shall include anyone who falls within the
definition of such term as set out in the Family Law Act R.S.O. 1990, c. F-3 as
amended from time to time.
The
membership of an individual referred to in subparagraph (a) above shall
commence as of the date such individual registers to play on a hockey team
operated by the Corporation and pays the applicable fees thereof and shall
terminate on the last day that such individual may register to play on a hockey
team operated by the Corporation for the next hockey season.
9.04 Proclaimed members.
Proclaimed
members shall be those individuals who have been proclaimed as members by the
Board or who have been nominated by not less than five members in good standing
and have been granted membership by way of an affirmative vote at a meeting of
the members of the Corporation. The membership of each proclaimed member of the
Corporation shall continue until the first annual meeting of the members
following the date upon which such individual became a proclaimed member of the
Corporation provided that any individual who was a proclaimed member of the
Corporation and whose membership terminated on such date may again become a
proclaimed member of the Corporation in the manner set forth above.
9.05
Honourary members.
Honourary
members shall be those individuals who have been nominated for honourary
membership in the Corporation by not less than ten (10) members in good
standing and have been granted honourary membership by way of an affirmative
vote at an annual general meeting of the members of the Corporation. Honourary
members of the Corporation shall not have the right to vote in any instance.
9.06
Termination of membership.
The
membership of any member shall be automatically terminated if such member fails
to pay any fee within sixty days after it is due. Such termination of
membership shall not prejudice the member's right to apply for re-admission.
The Board may, by a resolution passed by a two-thirds majority vote, terminate
any membership for just cause, provided, however, that the membership of any
director of the Corporation shall not be terminated unless such director has
first been removed as a director of the Corporation pursuant to Section 3.05 of
this By-law.
9.07
Resignation.
Any
member of the Corporation may resign as a member of the Corporation by letter
addressed to the Secretary of the Corporation at the head office of the
Corporation. The Board may, by resolution passed by a majority vote, request
any member to resign.
10.
MEETINGS OF MEMBERS
10.01
Annual Meetings.
The
Corporation shall hold an annual meeting of its members not later than fifteen
months after the holding of the last preceding annual meeting. The annual
meeting of the members shall be held at the head office of the Corporation, or
such other place within Ontario, on such day in each year and
at such time as the Board may by resolution determine. At annual meetings there shall be presented a report of the directors of the affairs of the Corporation for the previous year, a financial statement of the Corporation, the auditor's report and such other information or reports relating to the Corporation's affairs as the directors may determine.
10.02
General Meetings.
Other
meetings of the members (to be ~own as "general meetings") may be
convened by order of the President or by the Board to be held at any date and
time and at any place within Ontario.
10.03
Notice.
A
printed, written or typewritten notice stating the day, time and place of a
meeting of the members and the general nature of the business to be transacted
shall be served by posting
notice of said
meeting in a newsletter to be distributed to the members, plus posted on the
web page of the association not less than ten (10) nor more than sixty (60)
days (exclusive of the day of mailing but including the day for which notice is
given) before the date of every meeting directed to such address of each such
member and of the auditor as appears on the books of the Corporation, or If no
address is given therein, then to the last address of each such member or
auditor known to the Secretary; provided always that a meeting of members may
be held for any purpose at any date and time and at any place within Ontario
without notice if all the members are present in person at the meeting or if
all the absent members shall have signified their assent in writing to such
meeting being held in their absence. Notice of any meeting or any irregularity
in any meeting or in the notice thereof may be waived by any member or by the
auditor of the Corporation.
(amended
May 8, 2001)
10.04
Omission of notice.
The
accidental omission to give notice of any meeting or any irregularity in the
notice of any meeting or the non-receipt of any notice by any member or by the
auditor of the Corporation shall not invalidate any resolution passed or any
proceedings taken at any meeting of members.
10.05
Contents of notice.
Notice
of any meeting of members shall include a statement of the right of such member
to appoint a proxy, who need not be a member, to exercise the same voting rights
that the member appointing such proxy would be entitled to exercise if present
at the meeting. The notice of such meeting shall contain sufficient information
concerning such business to permit the member to form a reasoned judgment on
the decision to be taken.
10.06
Proxies.
At
any meeting of members, a proxy duly and sufficiently appointed by a member
shall be entitled to exercise, subject to any restrictions expressed in the
instrument appointing such proxy, the same voting rights that the member
appointing him or her would be entitled to exercise if present at the meeting.
A proxy need not be a member of the Corporation. Subject to the provisions of
the Corporations Act R.S.O. 1990 c. C.38 as from time to time amended and the
Regulations thereunder a proxy may be in the form attached hereto at Schedule
"B". The directors may from time to time make regulations regarding
the lodging of proxies at some place or places other than the place at which a
meeting or adjourned meeting of members is to be held and for particulars of
such proxies to be cabled or telegraphed or sent by facsimile or email or in
writing before the meeting or adjourned meeting to the Corporation or any agent
of the Corporation for the purpose of receiving such particulars and providing
a proxy so lodged may be voted upon as though the proxies themselves were
produced at the meeting or
adjourned
meeting and votes given in accordance with such regulations shall be valid and
shall be counted.
10.07
Chairman.
In
the absence of the President and Vice-President-Hockey Operations, the members
present at any meeting of members shall choose another director to act as
Chairman of the meeting and if no director is present or if all the directors
present decline to act as Chairman, the members present shall choose one of
their numbers to be Chairman of the meeting.
10.08
Voting.
(1)
Every question submitted to any meeting of members shall be decided by a
majority of votes given on a show of hands unless otherwise specifically
provided by statute or by these by-laws. In case of an equality of votes, the
Chairman of the meeting shall, both on a show of hands and on a poll, have a
second or casting vote. Each member other than Honourary members shall be
entitled to one vote if present at a meeting in person or by proxy.
(2)
At any meeting, unless a poll is demanded, a declaration by the Chairman that a
resolution has been carried or carried unanimously or by a particular majority or
lost or not carried by a particular majority shall be conclusive evidence of
the fact without proof of the number or proportion of votes recorded in favour
of or against the motion.
10.09
Polls.
If
at any meeting a poll is demanded on the election of a Chairman or on the
question of adjournment, it shall be taken forthwith without adjournment. If a
poll is demanded on any other question it shall be taken in such manner and
either at once or later at the meeting or after adjournment as the Chairman directs.
The result of a poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. A demand for a poll may be withdrawn.
10.10
Adjournments.
The
Chairman may with the consent of any meeting adjourn the same from time to time
and no notice of such adjournment need be given to the members. Any business
may be brought before or dealt with at any adjourned meeting which might have
been brought before or dealt with at the original meeting in accordance with
the notice calling the same.
10.11
Quorum.
A
quorum for the transaction of business at any meeting of members shall consist
of not less than ten members present in person or represented by proxy .No
business shall be transacted at any meeting of members unless the requisite quorum
be present at the time of the transaction of such business. If a quorum is not
present at the appointed time for a meeting of members or within such
reasonable time thereafter as the members present may determine, the persons
present and entitled to vote may adjourn the meeting to a fixed time and place
but may not transact any other business and the provisions of paragraph 10.03
with regard to notice shall apply to such adjournment.
11.
CONDUCT OF MEETINGS
All
meetings of the Board and all meetings of members of the Corporation shall be
conducted in accordance with Roberts Rules of Order or an alternative similar
standard approved by the directors from time to time
12.
ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS
(1)
By-laws of the Corporation may be enacted, and the by-laws of the Corporation
repealed or amended, by by-law enacted by a majority of the Board at a meeting
of the Board and sanctioned by an affirmative vote of a majority of the members
at a meeting of members duly called for the purpose of considering such by-law.
(2) A copy of any by-law to be sanctioned at an annual or general meeting
of members (including a by-law which amends or repeals an existing by-law)
shall be posted on the web page of the association and shall be sent to any
member of the association upon request. (Amended May 8, 2001)
13.
AUDITORS
The
members shall at each annual meeting appoint an auditor to audit the accounts
of the Corporation to hold office until the next annual meeting provided that
the directors may fill any casual vacancy in the office of the auditor. The
remuneration of the auditor shall be fixed from time to time by the Board.
14.
NOTICES
14.01
Service.
Any
notice to be given to any member or director or auditor shall be delivered
personally or sent by prepaid mail or by telegram or cable or facsimile or
email to any such member or director at his or her latest address as shown in
the records of the address, or if no address be given therein then to the last
address of such member or director known to the Secretary provided always that
notice may be waived or the time for the notice may be waived or abridged at
any time with the consent in writing of the person entitled thereto.
14.02
Signatures to notices.
The
signature of any director or officer of the Corporation to any notice may be
written, stamped, typewritten or printed or partly written, stamped,
typewritten or printed.
14.03
Computation of time.
Where
a given number of days notice or notice extending over any period is required
to be given, the day of service or posting of the notice shall, unless it is
otherwise provided herein, be counted in such number of days or other period.
14.04
Proof of service.
With
respect to every notice sent by mail, it shall be sufficient to prove that the
envelope or wrapper containing the notice was properly addressed and put into a
Post Office or into a Post Office letterbox. A certificate of an officer of the
Corporation in office at the time of the making of the certificate as to facts
in relation to the mailing or delivery of any notice to any member, director,
officer or auditor or publication of any notice shall be conclusive evidence
thereof and shall be binding on every member, director, officer or auditor of the
Corporation, as the case may be.
15.
CHEQUES, DRAFTS, NOTES, ETC.
Subject
to any resolution of the Board to the contrary all cheques, drafts or orders
for the payment of money and all notes and acceptances and bills of exchange
shall be signed by the Treasurer together with one other member of the
executive committee.
16.
EXECUTION OF CONTRACTS, ETC.
(1) Contracts, documents or instruments in
writing requiring the signature of the Corporation may be signed by (a) the
President or the Vice-President-Hockey Operations, together with the Secretary
or (b) any two directors, and all contracts, documents or instruments in
writing so signed shall be binding upon the Corporation without any further
authorization or formality. The Board is authorized from time to time by
resolution to appoint any officer or officers or any person or persons on
behalf of the Corporation either to sign contracts, documents or instruments in
writing generally or to sign specific contracts, documents or instruments in
writing.
(2)
Any filings that may be required of the Corporation by the Ontario Women's
Hockey Association, the Ontario Hockey Federation or any similar organization
with which the Corporation is affiliated shall be signed by the Registrar
together with the President or one other member of the executive committee.
(3)
The corporate seal of the Corporation may when required be affixed to
contracts, documents or instruments in writing signed as aforesaid, by any
officer or officers, person or persons, appointed as aforesaid by resolution of
the board of directors.
(4)
The term "contracts, documents or instruments in writing" as used
herein shall include deeds, mortgages, hypothecs, charges, conveyances,
transfers and assignments of property, real or personal, immovable or movable,
agreements, releases, receipts and discharges for the payment of money or other
obligations, conveyances, transfers and assignments of shares, bonds,
debentures or other securities and all paper writings.
(5)
In particular, without limiting the generality of the foregoing, (i) the
President or Vice-President Hockey Operations with the Secretary or (ii) any
two members of the executive committee are authorized to sell, assign,
transfer, exchange, convert or convey any and all shares, bonds, debentures,
rights, warrants or other securities owned by or registered in the name of the
Corporation and to sign and execute (under the corporate seal of the
Corporation or otherwise) all assignments, transfers, conveyances, powers of
attorney and other instruments that may be necessary for the purpose of
selling, assigning, transferring, exchanging, converting or conveying any such
shares, bonds, debentures, rights, warrants or other securities.
17.
FINANCIAL YEAR
The
Board may by resolution fix the financial year-end of the Corporation and the
Board may from time to time by resolution change the financial year-end of the
Corporation.
18.
INTERPRETATION
In
all by-laws and special resolutions of the Corporation, the singular shall
include the plural and the plural the singular, the word "person"
shall include firms and corporations, and the masculine shall include the
feminine and the neuter. Whenever reference is made in any by-law or any
special resolution of the Corporation to any statute or section thereof, such
reference shall be deemed to extend and apply to any amendment or re-enactment
of such statute or section thereof, as the case may be.