• ENACTED 2009

CONSTITUTION OF NEBA SPORTS ASSOCIATION

Article 1 - NAME

1.1 The name of the Corporation shall be NEBA Sports Association, also referred to, in this document as "NEBA" or the "Association".

Article 2 - JURISDICTION

2.1 Will be the City of Hamilton and surrounding communities, unless otherwise defined by a ruling governing body.

Article 3 - OBJECTS

3.1 To organize and operate a supervised program of sports for the residents of the local community.

3.2 To instruct and practive the code of good sportsmanship while endeavouring to improve playing ability and provide recreation through the operation of the program; and

3.3 To encourage children to participate in an orgranization which will foster the development of honesty, loyalty, maturity, self respect and respect of others.

Article 4 - DEFINITIONS

4.1 Any sport played by the Amateur Rules of said sport or any amended rules as approved by the NEBA Board of Directors.

4.2 NEBA Player(s) shall be defined as:

• a)Playing regularly on a dedicated NEBA team;
• b)Registered as a player with NEBA
• c)Agreeing to abide by the NEBA Constitution and By-Laws.
• d)No player may be disqualified from playing on an NEBA team for reason of race, religion or gender.

Article 5 - ELIGIBILITY

5.1 Players to eligible to participate in NEBA play must qualify under any residency rule set by any respective governing body.

Article 6 - HEAD OFFICE

6.1 The head office of the Corporation shall be in the City of Hamilton, Regional Municipality of Hamilton-Wentworth, in the province of Ontario and at such place therein as the Board may from time to time determine.

Article 7 - NOT FOR PROFIT CORPORATION

7.1 NEBA Sports Association shall operate without the intent of financial or material gain for its members and shall adhere to the relevant guidelines within the Corporation Act and to other legal requirements. Any profits, assets or accurals of the NEBA shall be used in promoting its objectives.

Article 8 - STRUCTURE

8.1 The affairs of the NEBA shall be managed by a Board of Directors.

8.2 The original Board may be elected or appointed by the Incorporating First Directors for a term as specified by the same.

8.3 The NEBA Board of Directors will consist of not more than six (6) Directors, elected from the members at large, serving alternating two (2) year terms.

8.4 Each member of the Board of Directors' term shall take effect at the next duly called meeting follwing his/hers election.

8.5 The Board of Directors shall elect and Executive Committee to manage the day to day operations of the Association.

8.6 The Executive Committee shall be elected from the Board of Directors.

8.7 The Executive Committee shall consist of five (5) members and the positions shall be that of President, Vice-President, Secretary, Treasurer and Immediate Past President (non-elected).

8.8 The Board of Directors shall structure, appoint and mandate committees and members to committees as required.

Article 9 - DUTIES

9.1 Board of Directors

• 9.1(1) The Board of Directors shall be responsible for the overall direction of NEBA
• 9.1(2) The Board shall be responsible for all appointments, committee(s) and their structure, mandate and policies
• 9.1(3) The Board shall approve all policies of the NEBA.
• 9.1(4) The Board shall ensure all financial procedures are carried out in keeping with the Constitution and the laws of the province.

9.2 Immediate Past President

• 9.2(1) Shall serve on the Executive Committee and the Board of Directors in an advisory capacity with voting privileges.

9.3 President

• 9.3(1) The President shall serve as chairperson of the Executive Committee and the Board of Directors.
• 9.3(2) Function as cheif executive officer for "NEBA"
• 9.3(3) Ensure meetings are called as specified.
• 9.3(4) Ensure meeting agendas are prepared.
• 9.3(5) Carry out the policies and precedures as specified and outlined by the Board of Directors.
• 9.3(6) Ensure that all matters of "NEBA" are acted upon and within the boundaries of the constitution.
• 9.3(7) Fulfill all duties outlined as Job Desciption.

9.4 First Vice-President

• 9.4(1) The First Vice-President shall assist the President to carry out his duties.
• 9.4(2) In the event that the President cannot carry out his duties for any reason, the First Vice-President shall act on his behalf and execute the President's responsibilities within the rules of this constitution.
• 9.4(3) Fulfill all duties outlined as Job Description.

9.5 Secretary

• 9.5(1) The Secretary shall be responsible for the communications of the "NEBA"
• 9.5(2) Ensure that Agendas are prepared in conjunction with the President or his appointee.
• 9.5(3) Ensure that minutes of all meetings are prepared and circulated in a timely manner.
• 9.5(4) Ensure all meetings are called as required.
• 9.5(5) Fulfill all duties outlined as Job Description.

9.6 Treasurer

• 9.6(1) The Treasurer shall be responsible for all financial affairs of "NEBA".
• 9.6(2) The Treasurer shall be the chair of the Financial Committee.
• 9.6(3) Ensure that proper financial procedures are put in place.
• 9.6(4) Ensure that proper records are kept and circulated appropriately.
• 9.6(5) Fulfill all duties outlined as Job Description.

9.7 Registrar

• 9.7(1) The Registrar shall be responsible for keeping accurate records of all registrations to "NEBA".
• 9.7(2) Ensure that a proper data base of registrants is in place and maintained.
• 9.7(3) Shall be appointed annually.
• 9.7(4) Fulfill all duties outlined as Job Description.

9.8 Director at Large

• 9.8(1) Duties to be assigned by Executive Committee and may vary from year to year.

Article 10 - TERMS OF OFFICE

10.1 Board of Directors

• 10.1(1) All terms for elected positions shall be for two (2) years.
• 10.1(2) Elected positions and term of offices shall be staggered so that approximately fifty percent (50%) of the positions on the Board of Directors shall become vacant each year.
• 10.1(3) Vacancies filled by appointment will serve out the elected incumbent's term of office or until the next election whichever comes first.

10.2 Other Committee Members

• 10.2(1) All appointed positions shall be for a term not to exceed one (1) year from the date of appointment or as specified by the Board of Directors or as outlined in this constitution.

Article 11 - GENERAL MEETING

11.1 General Meetings of the Board of Directors shall be held a minimum of one (1) time per year, separately or in conjunction with an AGM, Special General Meeting and/or a Business Meeting to deal with the matters of the Association.

11.2 Notice of place and time of the first General Meeting of the "NEBA" in the fiscal year shall be set at the AGM.

11.3 Place and time of subsequent meetings shall be announced at each General Meeting.

11.4 All matters calling for a vote shall be determined by a majority show of hands or secret ballot of the voting members of the Board present.

11.5 A quorum shall consist of fifty percent (50%) of the Board Members excluding any vacant positions.

Article 12 - FINANCES

12.1 The "NEBA" shall function as a Non-for-Profit organization with all fund raising, fees and grants being utilized for the ongoing development of the "NEBA".

12.2 The fiscal year of the Association shall be October 31^st of each year.

12.3 The Board of Directors shall develop and approve a budget for each fiscal year.

12.4 All money received by the "NEBA" shall be placed into a general fund and shall be used for all necessary and permitted purposes according to the guidelines established by the Board of Directors.

12.5 The revenue of the "NEBA" shall be derived from sponsorship, fund raising activities, grants and charges the "NEBA" may determine from time to time.

12.6 There shall be two (2) signing officers of the Association, to include the President and another Director. Any change of such must receive 2/3 majority vote of the Board of Directors.

12.7 All cheques drawn on "NEBA" funds shall bear the signature of two (2) signing officers of the Association.

12.8 All requests for purchases over five hundred dollars ($500.00) should be accompanied by a written quote, if available.

12.9 A purchase for any goods or services over one hundred dollars ($100.00) must be approved by the NEBA Board of Directors.

Article 13 - RECORDS

13.1 All persons who are entrusted with keeping records shall maintain and keep such records in good order.

Article 14 - AMENDMENTS TO THE CONSTITUTION

14.1 The Constitution, after proper adoption, shall supersede all motions, amendments and consitutions of the "NEBA".

14.2 Articles of the Consitution may be amended only at the AGM or at a Special General Meeting, duly called for that purpose.

14.3 Members desiring to amend these articles shall submit such amendment(s) in writing, signed by the proponents to the Secretary thirty (30) days prior to the meeting.

14.4 Amendments must be approved by a 2/3 majority of the votes cast by voting members.

Article 15 - APPLICATION OF THE CONSTITUTION

15.1 The Constitution and the rules which shall be made in pursuance thereof shall be the supreme law of "NEBA" and members shall be bound thereby.

15.2 If any provision of this constitution shall be held invalid, the remainder of this constitution shall not be affected.

15.3 Every member upon request shall be given a copy of the constitution.

Article 16 - OPERATION CESSATION

16.1 Should "NEBA" cease operations after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of in a manner as directed by a majority vote of the Board of Directors.

Article 17 - EDITING

17.1 Whenever amendments are made to the Constitution consequential editorial changes may be made to the Constitution or regulations where required.

Article 18 - INTERPRETATION

18.1 Whenever the context requires, the singular shall include the plural and any reference to the masculine gender includes the feminine and any reference to Association is deemed to mean the "NEBA".

Article 19 - LIABILITY OF CORPORATION

19.1 Liability of Members

• 19.1(1) A member shall not be held answerable, responsible or liable for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter, or thing relating to or connected with the Corporation.
• 19.1(2) A Director or Officer of the Corporation shall not be held liable for the acts, receipts, neglects or defaults of any other loss, damage, expense or misfortune whatever, which may happen to the Corporation in the execution of the duties of his or her respective office or trust, or in relation thereto.
• 19.1(3) (1) and (2) do not apply in circumstances arising through the wrongful act neglect or default of such Member, Director of Officer that would by operation of law create a liability.
• 19.1(4) No Director shall or is able to commit the Corporation to any financial obligations, budgeted or unbudgeted, in excess of $100.00 without prior approval of the Board.

19.2 Indemnities to Directors

• 19.2(1) Every Director and Officer of the Corporation, their heirs, executors, administrators, estates and effects shall at all times be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges or expenses sustained or incurred in any act, suit or proceeding brought against him or her in respect to any act, deed, or matter whatever, occurring in the execution of the duties of his or her office, except the costs, charges or expenses occasioned by his or her own wilful neglet or default.

19.3 Insurance

• 19.3(1) The Corporation shall purchase and maintain such insurance as may be considered necessary and advisable.

Article 20 - CONSTITUTION AMENDMENTS

20.1 The Constitution of the Corporation may be enacted, repealed, amended, altered, added to or re-enacted by a two-thirds (2/3) majority decision at an Annual General Meeting or Special General Meeting.

20.2 A record of any amendments shall be included as an appendix of the by-law being amended, and all enactments, amendments, et all, shall include the date of approval. All shall be published and available to Members.