All Directors of the Corporation, whether elected or appointed shall collectively constitute the Board of Directors of CYO Minor Hockey.
The maximum number of Directors at any time shall be ten (10) and equal with the number Officer of the Board positions.
Before any person can be elected or appointed as a Director and Officer of the Board that person shall:
Be a member of the Corporation in good standing or shall have previously retired in good standing as a member of the Corporation and provided that any person elected to be a Director shall become and shall remain an ex officio member of the Corporation until they are not re-elected as a Director;
Undertake in writing to resign from any Executive position within any CYO Association or Program, if elected or appointed as a Director;
If they have not supplied a Police Vulnerable Sector Check (VSC) to CYO within the preceding two years, undertake to apply for a new certificate within 15 days of being elected or appointed and to deliver it to the President or, in the case of the President, to the Director Risk, as soon as possible for review; and,
Acknowledge that they will not use their position on the Board to confer any advantage on any CYO team with which they are affiliated as a member of that team’s coaching staff.
6.3 TERMS OF OFFICE
A Director’s term of office shall:
6.3.1 Commence at the time the Director is first elected or appointed a Director and Officer of the Board;
6.3 2 End at the commencement of the election of Directors and Officers of the Board at the next Annual General Meeting following their election or appointment: and,
6.3.3 For greater certainty, if the director is appointed after an Annual General Meeting to fill any vacancy on the Board, their term of office as a Director shall still be deemed to end.
6.4 BOARD OF DIRECTOR POSITIONS
6.4.1 President;
6.4.2 Director of Risk;
6.4.3 Director of Operations
6.4.4 Director of Development;
6.4.5 Director of Initiation Programming (IP);
6.4.6 Treasurer;
6.4.7 Secretary;
6.4.8 Registrar: and,
6.4.9 Three (3) Directors at Large.
6.5 PRESIDENT
The President shall be the chief executive officer of the Corporation and:
6.5.1 Preside at all meetings of the Board of Directors, the Executive, and the members of the Corporation;
6.5.2 Ensure that all meetings shall be chaired by the President or an appointed Director;
6.5.3 Be the only member to speak on behalf of the Board and the Executive unless sanctioned by special resolution of the board. In such a case, the member granted such rights, shall limit themselves to the specifics of their mandate;
6.5.4 Submit current and comprehensive job descriptions for all executive positions at each AGM for review and approval by the voting delegates;
6.5.5 Evaluate Director performance on a regular basis against their specific responsibilities and the Corporate Mission Statement;
6.5.6 Lead the he budget preparation process and ensure regular review through the season;
6.5.7 Supervise and monitor each Corporate Agent’s performance on a regular basis against their specific responsibilities and the Corporate Mission Statement.
6.6 DIRECTOR OF RISK
The Director of Risk shall have one vote on all matters with respect to the Board of Directors and Hockey Executive and shall:
6.6.1 Perform the duties of the President in their absence;
6.6.2 Communicate on discipline issues and hockey rules with the referee-in-chief:
6.6.3 Investigate any infraction of league rules and make a full report to the Executive;
6.6.4 Administer all player and coaching suspensions as set out by the CYO Hockey Rules, Alliance, and Hockey Canada;
6.6.5 Maintain an annual record of all player suspensions by team notation;
6.6.6 Inform the President and the appropriate Association or Program Director of any suspensions;
6.6.7 Implement any risk management policies or notices from the Alliance, OHF and/or Hockey Canada;
6.6.8 Schedule and chair the CYO Hockey Rules meeting;
6.6.9 Process all game sheets and injury reports;
6.6.10 Fulfill all responsibilities and functions in relation to matters of conduct, complaints and discipline as specified in these By-laws.
6.7 DIRECTOR OF OPERATIONS
The Director of Operations shall have one vote on all matters with respect to the Board of Directors and Hockey Executive and shall:
6.7.1 Schedule all ice requests including game ice, practices, and additional development ice for all CYO divisions, programs, and associations, including Jr IceDogs and Alumni, Championship weekend, and any other CYO hosted tournament or event requiring ice scheduling;
6.7.2 Provide the Executive a monthly report on ice and other operational notes or issues;
6.7.3 Arrange timekeeper and referee services for all house league divisions, including juvenile and alumni divisions;
6.7.4 Coordinate the securing of sufficient ice from the City of St. Catharines and other ice supplies and users; and,
6.7.5 Maintain and post league schedule and standings to the CYO website.
6.8 DIRECTOR OF DEVELOPMENT
The Director of Development shall have one vote on all matters with respect to the Board of Directors and Hockey Executive and shall:
6.8.1 Convene the CYO Select division for all age levels;
6.8.2 Oversee the Select tryouts including helping to source coaches and coaching applications for approval by Executive prior to the start of the season;
6.8.3 Assist with choosing appropriate Select tournaments and getting teams registered and paid;
6.8.4 Oversee additional development programming for teams at all levels of the recreational divisions such as power-skating, goalie clinics, dryland training, or other on- or off-ice development;
6.8.5 Coordinate with the Director of Operations to obtain and schedule ice for the Select division and any additional development ice for recreational teams;
6.8.6 Assist the Registrar with ensuring that all CYO rostered bench staff are properly certified and approved by Executive prior to November;
6.8.7 Oversee any representational programs (such as BB level teams) in conjunction with their Program Director.
6.9 REGISTRAR
The Registrar shall have one vote on all matters with respect to the Board of Directors and Hockey Executive and shall:
6.9.1 Co-ordinate the HCR registration process for all CYO hockey participants, including working with the Board of Directors to set the prices for the upcoming season, and confirm the payment structure in HCR;
6.9.2 Convene and chair the allocation meeting(s) at the start of the CYO season;
6.9.3 Assign players who enter CYO after the player assignment meeting to a team in accordance with Hockey Canada Pathways and the CYO Hockey Rules of Allocation;
6.9.4 Co-ordinate the withdrawal of players from teams during the hockey season;
6.9.5 Compile and maintain an At-Large Roster of approved and certified Coaches and Trainers each season;
6.9.6 Ensure all records of the ALLIANCE, the OHF, and Hockey Canada for all CYO participants and volunteers are complete and current;
6.9.7 Coordinate with the Director of Risk to ensure all approved bench staff have completed their certification requirements by the deadline in the CYO Hockey Rules including Police Vulnerable Sector Checks; and
6.9.8 Ensure all rosters for all CYO teams are complied, completed and submitted on time the Hockey Alliance Board and are approved.
6.10 TREASURER
The Treasurer shall have one vote on all matters with respect to the Board of Directors and Hockey Executive and shall:
6.10.1 Maintain the books of account and accounting records and to record all transactions pertaining to the financial affairs of the Corporation;
6.10.2 Supervise the record-keeping for the Bingo operations, if any;
6.10.3 Operate the banking accounts of the Corporation (including the Bingo accounts) at a financial institution appointed as the Corporation’s bankers may be prescribed by the Board;
6.10.4 Report monthly in writing to the Executive on the current financial affairs of the Corporation;
6.10.5 Prepare a financial summary for presentation at the Annual General Meeting;
6.10.6 Work with the auditors of the Corporation in preparing annual review and/or audited financial statements;
6.10.7 Pay all invoices of the Corporation, including ice and referees and any other fees that the Corporation has incurred, by cheque or e-transfer; and
6.10.8 Ensure that all ice time is properly budgeted and accounted for, in conjunction with the Director of Operations.
6.11 SECRETARY
The Secretary shall have one vote on all matters with respect to the Board of Directors and Hockey League Executive and shall:
6.11.1 Record and maintain the minutes of all meetings of the Board of Directors, Hockey Executive, and members’ meetings, except any in camera minutes or matters of a personal nature, and provide a copy to any member upon a reasonable request;
6.11.2 If not personally present at any meeting, make all reasonable efforts to obtain minutes of the meeting from the person designated by the meeting’s chair to keep minutes;
6.11.3 Distribute minutes of the previous meetings and the agenda to attendees of meetings;
6.11.4 Receive correspondence addressed to the Corporation and present same to the Executive;
6.11.5 Maintain in safe storage all of the records of the Corporation, including Corporate Information Notices, meeting minutes, and any audited financial statements of the Corporation; and
6.11.6 File all corporate reports and returns on behalf of the Corporation as required.
6.12 DIRECTOR(S) AT LARGE
A Director at Large shall be a non–voting member of the Board of Directors and shall have the primary responsibility of assisting other members of the Board in fulfilling their responsibilities to ensure the overall efficient and effective operation of the CYO, undertaking such tasks, projects or assignments as assigned by or agreed upon by the Board of Directors.
6.13 VACATION OF OFFICE
The office of a Director and Officer of the Board shall be deemed vacated when one of the following events occur:
6.13.1 The term of office is concluded and they are not re-elected as a Director and Officer of the Board;
6.13.2 The Director and Officer of the Board becomes bankrupt or suspends payments of his/her debts generally or compounds with his/her creditors or makes an authorized assignment or is declared insolvent;
6.13.3 The Director and Officer of the Board dies;
6.13.4 The Director and Officer of the Board is found to be mentally incompetent person or becomes of unsound mind;
6.13.5. The Director and Officer of the Board resigns their office in writing and delivers it to the Secretary and any such resignation shall be effective at the time it is received by the Secretary or at the time specified in the notice, whichever is later;
6.13.6 The Director and Officer of the Board is removed from office by the members in accordance with these By-laws.
6.14 If any Director and Officer of the Board is appointed to fill another vacant Officer of the Board position during their term of office pursuant to the provisions of these By-laws, they shall be deemed to continue as a Director but their previous Officer of the Board position may be deemed to have become vacant.
6.15 REMOVAL OF DIRECTORS AND OFFICERS
For greater certainty, the removal procedure initiated by a Request for Removal is not required to remove from office any individual specified in these By-laws and any such individual can be removed from office for any reason specified in By-law 6.5 (above), at any regularly convened meeting of the Hockey League Executive after the person is provided with an opportunity to be heard and 66% of the CYO Executive Committee vote in favour of removal.
6.16 GROUNDS FOR REMOVAL OF A DIRECTOR
A member-elected Director and Officer of the Board may only be removed for one or a combination of the following grounds for removal which must be specified in the initial Request for Removal required by By-law 17.5 and for no other cause:
6.16.1 Acting in excess to their authority as permitted in these By-laws or the Act;
6.16.2 Failing to act in accordance with these By-laws or the Act to the detriment of the Corporation; or,
6.16.3 Another misconduct detrimental to the general welfare of the Corporation.
6.18 REQUEST FOR REMOVAL
The process to remove any director elected at any meeting of the members shall be initiated by a Request for Removal in writing specifying the reasons for which the director should be removed. The Request for Removal shall include sufficient details and supporting reasons to permit a clear understanding the reasons for the request. The Request for Removal must be supported by the signatures of 25 members in good standing coming from at a minimum of four Associations or Programs and may include members of either Association Executives or the Hockey Executive. The original request Removal shall be delivered to the President or Secretary.
6.18 Upon receipt of the Request for Removal, the President shall:
6.18.1 Notify the complained of director and provide him or her with a copy of the Request for Removal.
6.18.2 Afford the Director who is the subject of the Request for Removal 7 days to provide a written response to the request for removal;
6.18.3 Request that each Program and Association convene a meeting within 14 days to determine amongst that Association’s members if the Request to Removal should be considered further by the Executive Committee
6.19 If Association meetings are requested, the Association or Program Director shall convene a meeting of their Association within 14 days. At these Association meetings the Request for Removal and any written Response shall be presented to the Association members before any decision is made. The Association or Program Director shall immediately advise the President if a majority of their Association’s members support the Executive Committee considering and voting upon the Request for Removal.
6.20 If within 15 days of the receipt of the Request for Removal a majority of the Association or Program Leaders advise the President that their Association supports the Request for Removal being considered by the Executive Committee, the President shall place the matter on the agenda of the next regularly scheduled meeting of the Hockey Executive during which an Executive Committee meeting may also be convened or schedule a special meeting of the Executive Committee to consider the Request for Removal within 30 days of the receipt of the Request for Removal whichever will occur first.
6.21 At the Executive Committee meeting convened to consider the Request for Removal, the Director who is the subject of the Request for Removal and anyone speaking on their behalf and the representatives of the group initiating the Request for Removal shall be afforded fair notice of the meeting and an opportunity to be heard. The meeting shall be open to all members subject to these By-laws and presided over by the President or another member of the Board if the President is the Director subject to the request to be removed. At the conclusion of this meeting, the Executive Committee shall vote if a Special Meeting of the members should be convened to consider the request for removal. At this meeting the Director who is the subject of the Request for Removal is entitled exercise any vote he or she may have on the issue.
6.22 A Special Meeting of the members shall be convened by the President within 21 days only if 66% of the Executive Committee vote in favour of convening the Special Members meeting to consider the Request for Removal. The Executive Committee shall also have the discretion to vote to defer Request for Removal if the next AGM required is to be held within 30 days of the Executive’s vote.
6.23 At Members’ meeting convened to consider the Request for Removal, the Director who is the subject of the Request, any member supporting that Director and representatives of the group initiating the Request shall be afforded a fair opportunity to be heard. The meeting shall be open to all members and presided over by the President or another member of the Board if the President is the Director subject to the request to be removed.
6.24 A simple majority (50% plus 1) of the member delegates voting in favour of removal is required to remove the director from office and, if the director is removed, the delegates may choose to elect a replacement director at the same special meeting or they may decline to do so.
6.25 REMOVAL OF THE PRESIDENT
If the CYO President is the subject of the Request for Removal, any responsibilities or reference made in the procedure for removal outlined in these By-laws shall be deemed a reference to the Director of Risk or such other Director as the Board decides upon other than the President.
6.26 RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The affairs of the Corporation shall be managed by the board of directors who may be known as directors and who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation that are not by the by-laws or any special resolution of the Corporation or by statute expressly directed or required to be done in some other manner. 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 office and such other powers and duties respectively as may from time to time be assigned to them by the Board of Directors; subject, however, to any special resolution of the Corporation. The duties of the board of directors' shall include but not be limited to:
6.26.1 Direct, manage and control the business, property and funds of the Corporation in a manner consistent with the corporate goals and objectives and the corporate mission statement;
6.26.2 Prepare annual operating budget prior to the commencement of each season, monitor compliance on a monthly basis and take appropriate action as required;
6.26.3 Present to the Hockey Executive, for approval at the August Executive meeting, the audited annual financial statements of the Corporation;
6.26.4 Collectively ensure that all required and appropriate Corporate records are created and maintained of all CYO business and operations during their term of office; and,
6.26.5 Collectively ensure that all corporate records required to be created and to maintained by the current Board pursuant to these By-laws and by all predecessor Boards are promptly and completely transferred to the custody of the successor Board upon its election to office in order to ensure the continuity of the Corporation.
6.27 SUBMISSION OF CONTRACTS AND TRANSACTIONS TO MEMBERS FOR APPROVAL
The Board of Directors in its discretionary may submit any contract, act or transaction for approval or ratification at any annual meeting of the members convened or at any general meeting of the members for the purpose of considering the same and, any such contract, act or transaction that shall be approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Corporations Letters Patent or supplementary Letters Patent or any other By-law) shall be as valid and as binding upon the Corporation and upon all the members as though it had been approved, ratified or confirmed by every member of the Corporation.
6.28 MEETING OF THE BOARD OF DIRECTORS
The Board of Directors shall meet at least once a month to discuss and conduct the business of the Corporation. It shall occur within the City of St. Catharines at a date and time set by the President.
6.29 NOTICE
A meeting of the Board of Directors may be convened by the President, a Vice-President who is a director or any two directors at any time and the Secretary, when directed or authorized by any such officers or any two directors, shall convene a meeting of directors. The notice of any meeting convened as aforesaid need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting may be given by way of a telephone call or email message to the members of the Board, or in writing by mail, or by any other method that the Board may adopt by way of resolution from time to time, provided that notice is received at least 48 hours prior to the time and date of the meeting. However, a director may in any manner and at any time waive notice of a meeting of directors and attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business; provided further that meetings of directors may be held at any time without notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the absent directors waive notice before or after the date of such meetings. If the first meeting of the board of directors following the election of directors by the members is held immediately thereafter, then for such meeting or for a meeting of the Board of Directors at which a director is appointed to fill a vacancy in the board, no notice shall be necessary to the newly elected or appointed directors or director in order to legally constitute the meeting, provided that a quorum of the directors is present
6.30 QUORUM OF THE BOARD OF DIRECTORS
A majority of the directors shall form a quorum for the transaction of business. Questions arising at any meeting of directors shall be decided by a majority of votes. In any case in an equality of votes the chairman of the meeting in addition to his/her original vote shall have a second or casting vote. Directors shall vote for or against all motions brought forward.
6.31 OFFICERS OF THE CORPORATION
The Board of Directors may annually or more frequently as required, appoint Officers of the Corporation as follows:
6.31.1 Leaders for each Program (Parish) Association as prescribed in these By-laws;
6.31.2 Program Director(s) and Assistant Program Director(s) of the CYO BB division;
6.31.3 Program Director(s) and Assistant Program Director(s) of the U7 Initiation Program (IP);
6.31.4 Program Director(s) and Assistant Program Director(s) of the CYO's Jr IceDogs Program;
6.31.5 Convener of the U6 Program;
6.31.6 Convenor of the U9 Program; and
6.31.7 Convener for the Juvenile Division.
6.32 OTHER OFFICERS
The Board of Directors may also from time to time appoint such other officers and agents as it shall deem necessary with such responsibilities, as it seems fit.
6.33 CORPORATE AGENTS
The Board of Directors shall have the authority, as it deems necessary, to hire as employees of the Corporation or to contract for services for the Corporation the following Corporate Agents:
6.33.1 A League Administrator (Executive Director);
6.33.1 An Ice Scheduler; and/or,
6.33.3 An Administrative Assistant.
6.34 DELEGATION TO CORPORATE AGENTS
The Board may direct a Corporate Agent employed or contracted to assist specific Board members in fulfilling their duties concerning the daily operation of the League as it deems fit and shall create a job description for each Corporate Agent to reflect these directions. Notwithstanding the Board has directed that a corporate agent assist any Director in fulfilling their duties as specified in these By-laws, the said Director always remains responsible to monitor and to ensure on a monthly basis that their responsibilities are being fulfilled.
6.35 CORPORATE AGENT RESPONSIBILITIES
The responsibilities of Corporation Agents will be to assist Board Members and Officers with their responsibilities as provided for in these By-laws or as otherwise deemed necessary by the Board.
6.36 TERMS OF CORPORATE AGENTS' POSITIONS
The costs, justification and terms of employment or contract of these Corporate agents shall be decided by the Board in conjunction with the Corporation Budget for the next fiscal year. The hiring and/or re-appointment and further contracting for these Corporate Agents shall be done and agreed upon by each newly elected Board of Directors following the AGM.