North London Sports Association Inc.
ARTICLE I - NAME
1.1 The name of the organization shall be the NORTH LONDON SPORTS ASSOCIATION INC. (Commonly referred to as the “NLSA”).
ARTICLE II - PURPOSE
2.1 The purpose of the NLSA shall be:
a) The development of minor hockey;
b) Fostering competition and skills development; and
c) Other activities and undertakings as may seem appropriate to the association.
2.2 The following are NLSA functions:
a) to govern over and regulate house league and competitive minor hockey within the North London boundaries;
b) to co-operate with the Greater London Hockey Association and the Alliance Hockey Associate and Hockey Canada for the promotion of minor hockey; and
c) Other activities and undertakings as may seem appropriate to the NLSA.
2.3 The activities may include:
a) establishing minor hockey teams, coaches, and all other related functions;
b) governing over the association for the betterment of minor hockey; and
c) Such other activities and undertakings as may seem appropriate to the NLSA.
ARTICLE III - MEMBERSHIP
3.1 Regular membership shall be one parent or guardian of the NLSA registered player(s) or coaches, assistant coaches, trainers and managers of the NLSA teams and NLSA directors, life members and volunteer board members without family members playing within NLSA.
3.2 Only individuals associated with Regular Membership will be eligible to hold office in the NLSA.
3.3 The Executive will make a decision and will communicate that decision to the membership and give the membership 30 days to respond.
3.4 Each membership entitles the individual to one (1) vote. Where an individual has more than one child on an NLSA team, the individual shall still only have one (1) vote.
3.5 Members, in good standing, are eligible to hold office and to vote at meetings of the Members.
3.6 The Board of Directors and Volunteer Member Board by Majority are empowered to vote Honorary and Life Memberships to individuals for their outstanding commitment and dedication to North London Sports Association Inc. Such appointments to be accompanied by a suitable certificate or memento.
ARTICLE IV - DIRECTORS
4.1 The affairs of the NLSA shall thereafter be managed by a Board of Directors (the "Board of Directors") consisting of three individuals. Each Director is appointed by the majority vote of the Board of Directors. Their term is automatically renewed every 2 years.
4.2 A retiring director shall be replaced and appointed by the majority vote of the remaining Directors. If a majority vote cannot be established the President of the Volunteer board shall vote. If the President is a Director the Vice President shall vote.
4.3 No individual shall be qualified to serve as a director unless he or she is a Member of the Association or the duly nominated representative of a Member; provided that if an individual who is not so qualified is elected a director, he or she may so qualify by becoming a member or the representative of a Member within ten (10) days after the date of election.
4.4 The Members may, by resolution passed by a majority of votes cast thereon at a special meeting of Members called for the purpose (of which notice specifying the intention to pass the resolution has been given), request removal of any Director before the expiration of his or her term of office. The remaining Directors will vote at the members’ request.
4.5 The Board of Directors may appoint a replacement for a vacancy during anytime of the term of office.
4.6 A quorum for the transaction of business at meetings of the Board of Directors shall be a majority of the Directors in office.
4.7 (a) Meetings of the Board of Directors shall be held in London, Ontario, or as designated in the notice calling the meeting. Meetings of the Board of Directors may be called by the Secretary of the Association. There shall be a meeting of the Board of Directors at least once every calendar year. The Board of Directors shall hold a meeting within seven (7) days following the annual meeting of the Association for the purpose of organization, the election and appointment of officers if needed and the transaction of any other business. The President of the Volunteer Member Board shall appoint vacancies of the Members Board if required.
(b) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of Directors or committee of Directors, shall be as valid as if it had been passed at a meeting of Directors or a committee of Directors.
4.8 Notice of meetings of the Board of Directors shall be delivered, telephoned or emailed to each Director not less than five (5) days, or mailed not less than fourteen (14) days (excluding Saturdays, Sundays and statutory holidays) before the meeting is to take place. The statutory declaration of the Secretary that notice has been given pursuant to the By-laws shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.
4.9 Questions arising at any meeting of the Board of Directors shall be decided by a majority vote. Each Director is authorized to exercise one vote. In the case of an equality of votes, the chair shall not have a second or casting vote. If required, the President of the member board may be included to vote.
4.10 The Directors shall receive no compensation, either directly or indirectly, for acting as such and shall not receive, either directly or indirectly, any profit from their office. The directors may be reimbursed by the NLSA for their traveling and other out-of-pocket expenses reasonably and actually incurred in connection with the performance of their duties. No confirmation of any such payment by the Members shall be required.
ARTICLE V - OFFICERS
5.1 The officers of the NLSA are the President, Vice-President, Secretary and Treasurer.
5.2 The officers of the NLSA shall be voted in bi-annually by the members at the Annual General Meeting of the member association for a term of two (2) years and are eligible for re-election.
5.3 The position of President and Vice President are not up for election in the same year unless a resignation creates the requirement. Should this occur, following the 2 year term, the Vice-President position shall become a 1 year term at the subsequent election.
5.4 The Position of Treasurer will be appointed by the majority vote of the Board of Directors and President of the Volunteer Member Board with consultation from the Volunteer Member Board. The Treasurer shall have the appropriate credentials to hold that office.
ARTICLE VI - MEETINGS
6.1 Two general meetings of the NLSA shall be held annually. The meeting held within six months following the NLSA's year-end shall be the annual general meeting.
6.2 Special general meetings may be convened by the President and shall be communicated to the volunteer Member Board.
6.3 Ten (10) days' notice of all meetings shall be given to all active Members. However, Members in attendance at meetings may waive this notice requirement.
6.4 Questions arising at any meeting of the NLSA shall be decided by a majority vote of those present and entitled to vote. In the case of a tie, the chair of the meeting has a casting vote.
6.5 A majority of the Active Volunteer Member Board present in person shall constitute a quorum of Members for the transaction of business by the membership.
ARTICLE VII - BY-LAWS
7.1 The Board of Directors may pass by-laws respecting the affairs of the NLSA. Any by-law passed by the Board of Directors shall be confirmed by a majority of Members voting at a meeting duly called for that purpose and approved by the Board of Directors, and shall not be effective until so confirmed and approved.
7.2 The Volunteer Member board may pass by-laws respecting the affairs of the NLSA by majority vote during a monthly meeting.
ARTICLE VIII - AUDITORS
8.1 Subject to the direction of the Board of Directors, auditors may be appointed at the annual meeting of the NLSA.
ARTICLE IX - NOT-FOR-PROFIT
9.1 No member of the NLSA may receive any income of the NLSA (except for repayment of reasonable expenses duly authorized by the Board of Directors and properly incurred on behalf of the NLSA), and the activities of the NLSA shall be carried on without a view to profit.
ARTICLE X - DISSOLUTION
10.1 The NLSA may be dissolved by two-thirds of the votes cast at a general meeting of members called for that purpose. On dissolution of the NLSA, the property remaining after payment of all debts of the NLSA shall be transferred to the Members.
ARTICLE XI - AMENDMENTS
11.1 Any amendment to this Constitution must be approved by a majority of the Board of Directors. No amendment shall be effective until confirmed by a two-thirds majority vote of the active Volunteer Member Board at the Annual General Meeting.
ARTICLE XII - GENERAL
12.1 The NLSA shall indemnify and hold harmless each Member from and against any and all claims, losses, liabilities or damages incurred by reason of an act performed or omitted to be performed by a Member in good faith on behalf of the NLSA and in a manner reasonably believed by such Member to be within the scope of the authority conferred upon him by this Constitution in the best interest of the NLSA, provided that any act or omission giving rise to such claim, loss, liability or damage does not amount to negligence or wilful misconduct. Any Member whose negligence or willful misconduct has given rise to such claims, losses or liability shall not be entitled to the benefit of the protections provided in this paragraph.
12.2 This Constitution shall be governed and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, and the courts of such Province shall have exclusive jurisdiction to ascertain any action in connection with this Agreement.