Mission Statement:

 BY-LAWS OF THE
MANITOBA AMATEUR BROOMBALL ASSOCIATION

 

ARTICLE 1 – GENERAL

1.1          Name  -  The name of the Association will be the Manitoba Amateur Broomball Association (MABA)

1.2          Location  -  The head office of the Association will be located at Sport Manitoba or in a location determined by the Board of Directors.

1.3          The purposes of the Association are:

a)      To promote and develop the sport of broomball in the Province of Manitoba;

b)      To seek support from and work cooperatively with organizations, agencies, groups and individuals having aims or objectives which are consistent with those of the Association;

c)      To develop athletes, coaches and officials to represent Manitoba at regional, national and international competitions;

d)      To affiliate with and represent Manitoba to the national governing body for the sport of Broomball in Canada;

e)      To uphold and administer within Manitoba the directives of the Canadian Broomball Federation (CBF) and the directives of any international sport governing body with which the CBF is affiliated;

f)        act as the sole authority governing the sport of Broomball in Manitoba by making, maintaining and enforcing rules consistent with the rules of the CBF and any international sport governing body with which the CBF is affiliated;

g)      To raise, use, invest and reinvest funds to support these purposes.

1.4          Dissolution  -  Upon dissolution of the Association, the assets which remain after satisfying all debts and liabilities shall be distributed to a charitable organization or organizations having purposes similar to those of the Association, as determined by the Association prior to dissolution.

1.5          Definitions  -  The following terms have these meanings in these By-laws

 

Act:  The Corporations Act of Manitoba

Ad-hoc Committee:  Any committee, other than a standing committee, established by the Board to perform a certain task

Auditor:  An Individual appointed by the Members at the Annual General Meeting to audit the books, accounts and records of the Corporation for a report to the Members at the next Annual general meeting.  The Auditor shall not be an employee of the MABA.

Board:  The Board of Directors for the Association, the governing body

Director:  an individual elected or appointed to serve on the Board pursuant to these By-laws

Ordinary Resolution:  A resolution passed by the majority of votes cast at a Meeting of the Board / Executive Committee or a  General Meeting of members for which proper notice has been given

Special Resolution:  A resolution passed by not less than two-thirds (2/3) of the votes cast at a General Meeting of Members for which proper notice has been given

1.6          Interpretation  -  Words stating the singular shall include the plural and vice-versa, and words stating male gender shall include the female gender as well as corporate bodies.

1.7          Ruling on By-laws  -  Except as provided in the Act, the Board shall have authority to interpret any provision of these By-laws which is contradictory, ambiguous or unclear

ARTICLE 2 – MEMBERSHIP

 Categories for membership

2.1       The Association has 3 categories of membership

a.       Active Members

b.      Associate members

c.       Member Teams

Qualifications for membership

2.2              Active Member  -  An individual who is actively engaged in the sport of Broomball     as a player, coach or official.

2.3              Associate Member  -  An individual not in the aforementioned categories, who supports the purposes of the association and may be attached to a team as administrator, or individuals elected / appointed to the Board or Ad-hoc Committees

2.4              Member Team  - Teams affiliated with the MABA who adhere the these by-laws and the rules and regulations of the CBF

Admission of members

2.5              No individual, organization or group shall be admitted as a Member unless:

a)      He has made application to the Board in a form prescribed by the Board

b)      If the candidate is currently or has been previously a member, the candidate is in good standing

c)      He has paid membership dues as determined by the Board

Voting Rights of Members 

2.6       Members shall have the following voting rights at all Meetings of Members

(Annual General or Special Meetings)

a)      All Executive and Board Members shall have one vote

b)      All Affiliated Teams in good standing shall be allowed two votes

c)      All  Officials in good standing shall be allowed one vote

d)      No voting by proxy will be allowed

e)      Individual members may attend and participate in meetings of members but may not vote

Membership Dues 

2.7       The membership year for the Association unless otherwise determined by the Board shall be January 1 – December 31

2.6              Dues  -  Membership dues for each category of membership shall  be established each year by the Board of Directors and ratified at the Annual General Meeting.

2.7              Deadline  -  The Board shall determine the deadline date by which membership dues must be paid

Withdrawal, Suspension and Termination of Membership

2.8              Resignation  -  A Member may resign from the Association by giving written notice to the Board, except as stated in Clause 2.9.

2.9              May Not Resign  -  A member may not resign from the Association when the Member is subject to a disciplinary investigation or action of the Association.

2.10          Discipline  -  A Member may be suspended or expelled from the Association in accordance with the Association’s policies and procedures relating to discipline of Members

ARTICLE 3  -  GOOD STANDING

3.1              A member of the Association shall be in good standing provided that:

a)      He owes no outstanding membership fees or other debt to the Association

b)      He has not ceased to be a member

c)      He has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed upon him

d)      He has complied with the Constitution, By-laws, policies, rules and regulations of the Association: and

e)      He is not subject to a disciplinary investigation or action of the Corporation, or if subject to disciplinary action previously, he has fulfilled the terms and conditions of such disciplinary action to the satisfaction of the Association.

3.2              Members who cease to be in good standing shall not be entitled to the benefits and privileges of membership until such time as the Board is satisfied that the member has met the definition of good standing set out above

ARTICLE 4  -  GOVERNANCE

Composition of the Board – All Directors shall be members in good standing of the Association

4.1              Directors  -  The Board of Directors shall consist of the President, Vice – President, Secretary, Treasurer, Mixed Director, Juvenile Director, Referee in Chief, the seven Regional Representatives and the Office Manager where the Office Manager is a non voting member of the Board

Powers of the Board

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

4.3              Managing the Affairs of the Association  -  The Board may make policies and procedures for managing the affairs of the Association in accordance with the Act, the Constitution and these By-laws.

4.4              Discipline  -  The Board may make policies and procedures relating to the discipline of Members, and shall have the authority to discipline members in accordance with such policies and procedures.

4.5              Dispute Resolution  -  The Board may make policies and procedures relating to the Management of disputes within the Association and all disputes shall be dealt with in accordance with such policies and procedures.

4.6              Employment of Individuals  -  The Board may employ such individuals as it deems necessary to carry out the work of the Association

Election and Appointment of Directors

4.7              Directors shall be elected or appointed as follows:

a)      With the exception of the Past President and the Office Manager who shall become Directors automatically, Officers shall be elected by the Members at the Annual General Meeting in accordance with Article 4.20 and 4.21

b)      Referee in Chief may be nominated by an individual and shall be appointed by the Board for a two year term

c)      Regional Representatives may be nominated by an individual and shall be appointed by the Board for a one year term 

Resignation and Removal of Directors

4.8              Resignation  -  A Director may resign from the Board at any time by submitting his notice of resignation to the President or Office Manager of the Association.  The resignation shall become effective the date on which the request is accepted by the Board

4.9              May Not Resign  -  A Director may not resign from the Association when the Member is subject to a disciplinary investigation or action of the Association

4.10          Vacate Office  -  The office of any Director shall be vacated automatically if the Director, without reasonable excuse, fails to attend two (2) consecutive meetings of the Board

Meetings of the Board

4.11          Number of meetings  -  The Board shall hold a minimum of three (3) meetings per year

4.12          Call of Meetings  -  The meetings of the Board shall be at the call of the President, or at the call of the Office Manager if 25 percent of the Directors make a written request

4.13          Notice  -  Written notice of Board Meetings shall be give to the Directors at least seven (7) days prior to the meeting

4.14          Quorum – A quorum shall be 50 percent of the Directors other than the Office Manager, provided that such a quorum shall include either the President or Vice-President.

4.15          Chair  -  If the President is absent from the meeting, the Vice-President shall preside over the meeting.

4.16          Voting  -  Unless otherwise specified, questions shall be decided by majority vote, where the chair does not carry a vote and will only vote to break a tie.  Voting shall be by a show of hands unless a majority of the Directors approve a secret ballot

4.17          Telephone Meetings  -  A Meeting of the Board may be held by conference call.  Where any Director is unable to attend a meeting, that Director may participate in the meeting by means of telephone.  Directors who participate by conference call or telephone are considered to have attended the meeting

4.18          E-mail votes may from time to time be enacted in place of a meeting

Officers  

4.19          Officers  -  The officers of the Association are the President, Vice-President, Secretary, Treasurer, Mixed Director and Juvenile Director 

4.20          Election of Officers  -  With the exception of the Past- President who shall become an officer automatically, Officers shall be elected by the members at the Annual General Meeting, with the nominee for each position receiving the largest number of votes being elected.  In the event of a tie vote, there shall be a second ballot to resolve the tie and if after a second ballot a tie remains such a tie shall be resolved by drawing lots.

4.21          Length of Term  -  Each officer shall be elected for a two (2) year term and no officer shall serve more than two (2) consecutive terms in the same position. 

a)      The President, Secretary and Mixed Director shall be elected in even-numbered years

b)      The Vice President, Treasurer and Juvenile Director shall be elected in odd-numbered years.

4.22          Duties  -  The duties of Officers are as follows:

a)      The President shall be responsible for the general supervision of the affairs and operations of the Association, shall preside at meetings of members of the Association and at meetings of the Board and Executive Committee.  The President shall attend all CBF Meetings.  When the President is unable to attend the CBF meetings, attendance will be in the following order, Vice- President, Treasurer, Secretary.

b)      The Vice-President shall be responsible for the monitoring of all committees involved in the technicalities of the sport including coaching, officiating and athlete development.  The Vice-President shall assume the duties of the President in the absence of the latter and any duties appointed by the board of Directors

c)      The Treasurer shall perform the duties of keeping and preserving full and accurate of all financial records for the Association.  The Treasurer shall also assist in the preparation of the Audited Financial Statement.

d)      The Secretary shall keep proper minutes of the Meetings of Members, the Board and the Executive Committee.

e)      The Mixed Director shall be responsible for development of programs to encourage growth of Mixed Broomball. Will also oversee tournaments in the province.

f)        The Juvenile Director shall be responsible for promoting and coordinating clinics, camps and tournaments for players under 19 years of age.  He shall also oversee the Juvenile Provincial Program. 

4.23          Vacancy  -  Where the position of an officer becomes vacant for whatever reason, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Officer’s term

Committees

4.24          Executive Committee  -  The executive Committee shall be comprised of the Officers and the Office Manager who will be a non voting member.  The Executive Committee shall have the authority to oversee implementation of Board policies during intervals between meetings of the Board and shall perform the duties as may from time to time be prescribed by the Board.

4.25          Ad-hoc Committees  -  The Board may establish Ad-hoc Committees to perform certain tasks, appoint the members, assign staff persons as non-voting members, prescribe the duties of the Ad-hoc Committee and delegate to any Ad-hoc Committee any of its powers, duties and functions except where prohibited by the Act, the Constitution or these By-laws.  Such Ad-hoc Committees shall be dissolved upon completion of their tasks or upon being discharged from the Board.

4.26          Committee Members  -  Except for the Executive Committee, any individual may be appointed to any committee, and once appointed shall be a voting member of the committee, except where expressly prohibited by the Board or where the individual appointed to the committee is a staff member and thus a non-voting member of the committee.

4.27          Quorum  -  A quorum for any committee meeting shall be a majority of its members

4.28          Vacancy  -  When a vacancy occurs on any committee, the Board may appoint a qualified individual to fill the vacancy for the reminder of the committee’s term.

4.29          Removal  -  The Board may remove any member whom it has appointed to any committee

Remuneration

4.30          All Directors, Officers and Members of Committees shall serve their term of office without remuneration except for reimbursement of reasonable expenses in accordance with policies approved by the Board.

Conflict of Interest

4.31          All Directors, Officers or Members of a Committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Association shall disclose fully and promptly the nature and extent of such interest to the Board or Committee, as the case may be; shall refrain from voting or speaking in debate on such contract or transaction; shall refrain from influencing the decision on such contract or transaction; and shall otherwise comply with the requirements of the Act regarding Conflict of Interest.

ARTICLE 5 - MEETINGS

General Meetings  

5.1              Types of Meetings  -  General meetings of the Members shall include the Annual General Meeting and Special General Meetings

5.2              Notice  -  Written notice of all General Meetings shall be give to Team contacts a minimum of 21 days prior to the Meeting.  Notice of Meeting will be posted on the MABA website.

5.3              Annual General Meeting  -  The Association shall hold an Annual General Meeting on such a date and such time and place as determined by the Board and shall be no later than October 31st annually. 

5.4              Special General Meeting  -  A Special General Meeting of the Members may be called at any time at the discretion of the Board or upon the written request of 5% of the Voting Members of the Association.

5.5              Quorum  -  Quorum at a General Meeting shall consist of at least the President or Vice-President, together with at least one (1) other member of the Executive Committee, three (3) other Board Members and three (3) general individual members.

5.6              Business of Meetings  -  Election of Officers, approval of financial statements and appointment of Auditor may only be conducted at the Annual General Meeting.  Any other business including Ordinary or Special Resolutions may be conducted at the Annual General Meeting or Special General meetings.

5.7              Proxy  -  Voting by proxy shall not be permitted.

ARTICLE 6 – FINANCE AND MANAGEMENT

6.1              The fiscal year – unless otherwise determined by the Board of Directors, the fiscal year shall be May 1 – April 30

6.2              Auditor – At each Annual General Meeting the members shall appoint an auditor

6.3              Signing Authority – The President, Vice President, Treasure and Office Manager      shall have signing authority for all financial transactions and contracts conducted in the name of the Association.  All transactions and contracts shall require two (2) signatures.

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

6.5              Borrowing – The Association may borrow funds upon such terms and conditions as the Board may determine, providing such borrowing is approved by Special  Resolution.

6.6               Books and Records – The Board shall ensure that all books and records of the Association required to be kept by Manitoba legislation, these by-laws or any other statute or law are regularly and properly kept.  Any member may request through the treasurer to inspect the books and accounts of the Association.

ARTICLE 7 - INDEMNITY

7.1              Shall Indemnify  -  The Association shall indemnify and hold harmless out of the funds of the Association each Director and Officer from and against all claims, demands, actions and costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer.

7.2       Shall Not Indemnify  -  The Association shall not indemnify a Director or Officer or any other individual for acts of fraud, dishonesty or bad faith.

7.3       Insurance  -  The Association may purchase and maintain insurance for the benefit of its Directors and Officers, as the Board may determine.        

ARTICLE 8  NOTICE   

8.1              Written Notice  -  In these By-laws written notice shall mean notice which is hand-delivered, faxed, e-mailed, provided by mail to Team Contacts and Board Members and posted on the MABA website.

8.2              Days  -  In these By-laws, the number of days specified for giving notice shall mean total days, irrespective of weekends or holidays

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

ARTICLE 9   AMENDMENT OF BY-LAWS

9.1              Special Resolution  -  These By-Laws may only be amended, revised, repealed or added to at the Annual General Meeting.

9.2              Amendment Proposals  -  Proposals to affect any amendments to the Constitution or By-Laws must be submitted, in writing, to the Office Manager with a carbon copy to the President of the Association thirty (30) days prior to the Annual General Meeting

9.3              Notice  -  The 21 day written notice of the Annual General Meeting of the Association must include details of the proposed resolution to change the By-laws  .

ARTICLE 10   ADOPTION OF THESE BYLAWS

10.1          Ratification by Members  -  These By-laws are ratified by Special Resolution of the Members on October 16, 2005

10.2          Repeal of Prior By-laws  -  In ratifying these by-laws, the Members of the Association repeal all prior By-laws of the Association provided that such repeal does not impair the validity of any action taken pursuant to the repealed By-laws