Constitution and Bylaws

PORT PERRY & DISTRICT MINOR SOFTBALL ASSOCIATION

CONSTITUTION

This Constitution replaces all former Constitutions related to Port Perry & District Minor Softball Association.

MISSION

To offer a fun environment where players receive positive examples of sportsmanship and competition.  It is our goal to foster enthusiasm, positive team sportsmanship and softball skill development.

  1. NAME

The name of this organization shall be Port Perry & District Minor Softball Association (hereinafter referred to as PPMSA)

  1. OBJECTS

The goal of PPMSA is to provide opportunity for Scugog youth to participate in organized sport with exposure to fun competition.  PPMSA provides modified playing rules to foster enthusiasm, positive team sportsmanship and softball skills.  PPMSA is also committed to promoting and fostering the growth of the game of softball.

  1. POWERS

In furtherance of the objects, but not otherwise, the Executive Committee may exercise the power to:

Administer the affairs of PPMSA in all things and make for PPMSA, in its name, any kind of contract which PPMSA is authorized to do by its charter.

To suspend or discipline any coach, manager, player, umpire or other official under PPMSA jurisdiction.

Invite and receive contributions and raise funds where appropriate, to finance the work of PPMSA, and to open a bank account to manage such funds.

Publicize and promote the work of PPMSA and organize meetings, training courses, events or seminars etc.

Work with Associations of a similar nature and exchange information, advice and knowledge with them, including cooperation with other voluntary bodies, charities, statutory and non-statutory organizations.

Employ staff and volunteers (who shall not be members of the Executive Committee) as are necessary to conduct activities to meet the objects.

Take any form of action that is lawful, which is necessary to achieve the objects of PPMSA.

  1. MEMBERSHIP

Membership shall be open to anyone who has an interest in assisting PPMSA to achieve its aim and is willing to adhere to the rules of the Association.

Where it is considered membership would be detrimental to the aims and activities of PPMSA, the Executive Committee shall have the power to refuse membership, or may terminate or suspend the membership of any member by resolution passed at a meeting.

Members may resign by submitting a resignation in writing which shall be effective upon acceptance thereof by the Board of Directors.  

  1. EXECUTIVE COMMITTEE

The affairs of PPMSA shall be managed by a minimum of five Directors, who must be at least 18 years of age. Members will be elected for a period of up to one year, and may be re-elected at the Association’s Annual General Meeting.

  1. ELECTED OFFICERS

PPMSA shall have a President, Immediate Past President, Vice President, Secretary and Treasurer and any additional officers deemed necessary to carry out the required activities.

  1. MEETINGS

The Executive Committee shall meet a minimum of four times per year.  Meetings shall enable PPMSA to discuss actions and monitor progress to date, and to consider future developments.

All members shall be given at least 24 hours’ notice of when a meeting is due to take place, unless it is deemed as an emergency.

A majority of the Directors shall form a quorum for the transaction of business at any meeting of the Directors including any annual or general meeting. 

All business of the meeting shall be decided by a two thirds (2/3) approval of members present at the meeting except where otherwise provided in the bylaws.   In the case of a tie vote, the President shall cast a deciding vote

It shall be the responsibility of the President to chair all meetings or the Vice President in his/her absence.  Minutes must be recorded at all meetings and must be made accessible to any PPMSA member.

The AGM shall be held within four weeks of the end of the financial year. At least two weeks (14 days) notice must be given before the meeting takes place.

All confirmed members in attendance are eligible to vote at the AGM. Voting shall be made by a show of hands on a majority basis. In the case of a tied vote, the President or an appointed designate shall make the final decision.

  1. FINANCE

Any money acquired by the Association, including donations, contributions and bequests, shall be paid into an account managed by the Executive Committee in the name of the Association.  All funds must be applied to the objects of the Association and for no other purpose.

Bank accounts shall be opened in the name of PPMSA. Any deeds, cheques etc relating to the bank accounts shall be signed by at least two of the following committee members: President; Treasurer; Secretary.

Any income/expenditure shall be the responsibility of the Treasurer who will be accountable to ensure funds are utilized effectively and that the Association stays within budget. Official accounts shall be maintained, and will be reviewed annually by person of trust designated by the Executive Committee,   who is not an active member of PPMSA. An annual financial report shall be presented at the AGM. The Association’s accounting year shall run from October 1 to September 30.  

  1. ALTERATION OF THE CONSTITUTION

Any changes to this constitution must be agreed by a majority vote at a special general meeting.

Amendments to this constitution or dissolution of PPMSA must be conveyed to the Secretary formally in writing. The Secretary and other officers shall then decide on the date of a special general meeting to discuss such proposals, giving members at least two weeks (14 days) notice.

  1.   DISSOLUTION

PPMSA may be dissolved if deemed necessary by the members in a majority vote at a special meeting. Any assets or remaining funds after debts have been paid shall be returned to their providers or transferred to local charities or similar Associations at the discretion of the Executive Committee.

 

This constitution was adopted at an AGM held at Scugog on October 25, 2016.

 

PORT PERRY & DISTRICT MINOR SOFTBALL ASSOCIATION BYLAWS
(This Bylaw replaces Bylaws last updated October 2013)

Bylaw 1-General

Purpose

This Bylaw relates to the general transactions of business and affairs of Port Perry & District Minor Softball Association.

Location

The head office of PPMSA shall be in the Township of Scugog, Regional Municipality of Durham in the Province of Ontario at such place as the Directors may determine.

Bylaw 2-Membership

2.1 Membership categories

(a)    Open membership- shall consist of all individuals selected as members by the Board of Directors, including all managers, and coaching staff.

(b)   Life members- may be granted by the Board of Directors to such individuals who have made outstanding contributions to softball in the community.

(c)    Junior Members-shall consist of all such amateur softball players registered with PPMSA, all coaches obtaining high school volunteer hours as selected by the Board of Directors and all Jr. Umpires selected by PPMSA to officiate any softball games scheduled for play under the control of PPMSA.

(d)    Ex-officio members-shall include representatives from the Minor Softball Interleague Committee from any interleague member softball association.

All individuals who are members, with the exception of Jr. Members, must be at least eighteen (18) years of age.

2.2 Period of Membership

The period of membership in each calendar year shall commence on the date of acceptance by the Board of Directors.  

2.3 Membership Status

All members shall abide by and comply with the articles, bylaws and rules of PPMSA and the Constitution and bylaws and rules of the Ontario Amateur Softball Association.

Any member may be expelled by the Board of Directors for conduct unbecoming of a member. 

Membership may be refused, denied or revoked for any individual considered not in good standing with the Association.   Unpaid registration fees or disciplinary action may result in being designated as not in good standing.  A registration fee will be determined by the Board of Directors on an annual basis.  Players suspended for disciplinary reasons have no right to a refund in whole or part of their registration fee.

2.4 Voting Rights of Members

Members are each entitled to one vote at meetings of Members.  Ex officio members, while entitled to attend meetings and speak to agenda items at meetings, do not have voting rights for any motions or elections.

2.5 Life Members

The granting of life membership may be made only by a two-thirds (2/3) majority vote cast by the Board of Directors.  The vote must be done by secret ballot if any one Director requests it.

Upon completion of at least one full year in office, the President shall automatically become a life member.  The retiring President shall receive an honorarium in the form of a medal, plaque or other suitable gift as determined by the Board of Directors.  

Bylaw 3-Administration/Governance

3.1 Statement of Care and Responsibilities

There shall be elected bi-annually a Board of Directors, who shall supervise the management and policies of PPMSA and who will recommend changes to the bylaws to the general membership as required.

The Directors shall comply with all relevant Acts and Regulations, articles and bylaws to ensure see that all necessary books and records of PPMSA required by the bylaws or by any applicable statute or law are regularly and properly kept.

3.2 Board of Directors

The affairs of PPMSA shall be managed by a minimum board of five Directors, each of whom at the time of his/her election, and throughout his/her term of office shall be a member of PPMSA.   In the event there are insufficient nominations to meet the minimum number of Directors, PPMSA may be managed by a committee of not less than three members.

3.2 Authority and Duties of Directors

The Board may make policies, procedures and regulations for managing the affairs of PPMSA in accordance with the Constitution and this Bylaw.

The Board may make policies and procedures relating to management of disputes within PPMSA and all disputes will be dealt with in accordance with such policies and procedures.

The Board may establish committees to assist with performing the work of PPMSA and may delegate authority to committees.

The Board may employ or engage under contract such persons it deems necessary to carry out the work of PPMSA.

A minimum of two Directors will be designated to attend the Minor Softball Inter League committee as representatives of PPMSA.

The Board of Directors shall appoint an Umpire Coordinator at the beginning of each playing season.  The Umpire Coordinator will hire, schedule and supervise Jr. Umpires on behalf of the Board of Directors.

The Board may appoint up to three delegates to attend the OASA Convention in each year.   One delegate may stand for nomination of an OASA office.

3.3 Eligibility to Serve on the Board

Any individual who is a member and who is eighteen (18) years of age of older and who supports the aims and objectives of PPMSA may be appointed as a Director or nominated for election.

3.4 Nomination and Election of Directors

A nominating committee may be formed as needed and will consist of the Immediate Past President (Chair), and two other Directors and they will be responsible to submit a slate of nominees to the AGM for the election of the Board of Directors and Officers.

Where all Directors positions are not filled by election, Directors may be appointed by the existing elected Directors so long as the total number of appointed Directors does not exceed one third (1/3) of the total number of Directors.

3.5 Term

All elected Directors will serve a term for two years and will hold office until their successors has been duly appointed or elected in accordance with this bylaw, unless they resign, are removed from or vacate their office. There is no limit on the number of consecutive terms that may be served by a Director.

Appointed Directors shall be retired at each Annual General Meeting and may be nominated for election at the Annual General Meeting.

3.6 Resignation

A Director may resign from the Board at any time by submitting a notice of resignation to the Board.  This resignation will become effective on the date on which the request is approved by the Board.

3.7 Removal

A Director may be removed before the expiration of his/her term of office by Special Resolution passed by two thirds (2/3) of the votes of the members present at a meeting of members,  provided the Director has been given notice of and the opportunity to be present and speak at such a meeting.

3.8 Vacancy

Vacancies on the Board, however, caused, may, so long as a majority of Directors remains in office, be filled by the Directors as they see fit. If there is not a quorum of Directors remaining in office, the Directors shall call a meeting of the members to fill the vacancies.

3.9 Number of Meetings

The Board of Directors shall meet a minimum of four times per year.  Any Director who misses three consecutive meetings without notice or reason may be removed before the expiration of his/her term.

3.10 Call of Meeting

Meetings of the Board will be called by the President or Secretary.  The President has the power to call a general or special meeting of the members at any time.  The meetings may be called at the discretion of the President, however, the President is obligated to call a meeting on the direction of at least three members of the Board of Directors.  

3.11 Notice

Notice of Board meetings will be delivered to all Directors not less than 5 days before the date of the meeting.

3.12 Error of Notice

No error or omission in giving notice for a meeting of the Directors shall invalidate such meeting or make void any proceedings taken at such meeting.  Any Directors may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken.

3.13 Meetings without Notice

Meetings of the Board may be held at any time without notice if all members of the Board are present and waive notice, or if those absent have signified their consent to the meeting being held in their absence. 

3.14 Quorum

Quorum for any meeting of the Board will be the majority, present at the meeting. 

3.15 Chairperson

The President or designate shall preside at all meetings of the members and in the absence of the President or designate the Vice President shall perform this duty.  If both the President and Vice President are absent, the Directors in attendance will appoint a Director to preside over the meeting.

3.16 Voting

All confirmed members in attendance shall be eligible to vote on matters of discussion.  No person shall cast more than one vote on any item of discussion.

Unless specified otherwise, questions will be decided by majority vote.  In the case of a tie vote, the President shall cast a deciding vote. Voting will be by a show of hands unless the majority of the Board approves a secret ballot.   

A declaration by the President that a resolution has been carried and where an entry to that effect has been made in the minutes, the entry shall be deemed as admissible as prima facie proof of the fact.  

3.17 Adjournments

Any meetings of PPMSA or of the Directors may be adjourned to any time. Business may be transacted at such adjourned meeting as might have been transacted at the original meeting. No notice shall be required for any such adjournment.

3.18 Closed Meetings

Meetings of the Board will be private, attended only by members of the Board.  Others may participate in the meeting if invited by a member of the Board.

3.19 Teleconference/Video Conference

A meeting of the Board may be held by telephone or via video conference provided that the majority of the Board consents to such a meeting.

3.20 Decisions by email

Decisions requiring approval by the Board may be obtained by email provided all member responses are sent to all members of the Board and no Board member objects to this method of approval.

3.21 Officers

The officers of PPMSA are the President, Vice President, Secretary, Treasurer and Past President. Officers of PPMSA, except the Immediate Past President shall be elected by the members at the Annual General Meeting.  Officers will serve terms of two years.   The duties of Secretary and Treasurer may be combined if there are insufficient nominations and the members elect to fill the position as one officer.

3.22 Duties

The duties of Officers are as follows:

  1. The President shall be responsible for the general management and supervision of the affairs of PPMSA.  The President will Chair the Meetings of Members for PPMSA, meetings of the Board and will perform such duties as may from time to time be established by the Board.  Along with the Secretary-Treasurer shall sign all bylaws and membership certificates.  
  2. The Vice President shall be vested with all the powers and shall assume the duties of the President in the absence or disability or refusal to act of the President.  In the event that the office of the President becomes vacant for any reason, the Vice President shall have all the duties of the President until the next annual election or until a new President is elected or appointed and will perform such other duties as may from time to time be established by the Board.  
  3. The Secretary shall keep an accurate record of the proceedings of PPMSA and shall take the minutes of all meetings, handle all correspondence and maintain list of all current members to be presented at each annual general meeting to become part of the official record of that meeting.  The Secretary shall give notices required to be given to members and to Directors and will perform such other duties as may from time to time be established by the Board.
  4. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of PPMSA in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of PPMSA’ bank account; as directed by the Board will supervise the management and disbursement of funds of PPMSA; when required will provide the Board with an account of the financial transactions and the financial position of PPMSA and will perform such other duties as may from time to time be established by the Board.  

3.22 Powers of the Executive Committee

The Executive Committee has the power to act on behalf of the Board with regard to established policy or when a decision(s) cannot be postponed.

3.23 No Remuneration

All Officers, Directors and members fulfilling volunteer positions with PPMSA shall receive no remuneration for acting as such provided that they shall be entitled to reimbursement of any expenses properly incurred on behalf of PPMSA.

3.24 Conflict of Interest

                                                                                                                                                                                             

An Officer, Director or member who has an interest in, or who may be perceived as having an interest in, a proposed contract or transaction with PPMSA will disclose fully and promptly the nature and extent of such interest to the Board and will refrain from voting or speaking on such contract or transaction and will refrain from influencing the decision on such contract or transaction.

Bylaw 4-Meetings of Members

4.1 Types of Meetings

General meetings of members will include Annual General Meetings and Special Meetings.

4.2 Notice

Notice of any general or special meeting of members will be posted in the local paper and on the PPMSA website at least 30 days prior to the meeting date.  All members, in good standing may attend any Annual or Special General meeting of the members. 

4.3 Error of Notice

No error or omission in giving notice of any Annual General Meeting or any adjourned meeting, of PPMSA shall invalidate such meeting or make void any proceedings taken place.  Any member may at any time waive notice of any such meeting and may ratify, approve, and confirm any or all proceedings taken place.

4.4 Annual General Meeting

The date, time, and place of the Annual General Meeting shall be designated by the Directors.  The Annual General Meeting of the members shall be held at such place within the Township of Scugog and must be held within four weeks of the financial year end.

4.5 Special General Meetings

A Special General Meeting of members may be called at any time at the discretion of the Board and will be called within 30 days of receiving a request for a Special Meeting from a majority of voting member. The request must state the reason for the meeting and the items to be determined at the meeting.

4.5 Business at Meetings

At every Annual General Meeting, in addition to any other general business that may be transacted, the report of the Directors, the financial statements shall be presented and a Board of Directors shall be elected.

The members may consider and transact any business either special or general which may be presented, however, the President of PPMSA has the authority to refuse discussion on any items not on the agenda.   Any member wishing to raise discussion under general business must have same placed on the agenda prior to the meeting by contacting the President or Secretary.

4.6 Quorum

A majority of the Directors shall form a quorum for the transactions of business at any general annual or special meeting.

4.7 Voting

Members listed in categories a, b, c shall be entitled to one vote on each question arising at the meeting.   Ex officio members shall not vote on any motions or election of officers.   Questions arising at any meeting of the Directors shall be decided by a majority of votes.  In the case of a tie vote, the President shall cast a deciding vote.  All votes at such meetings shall be taken by a show of hands unless any Director present requires a ballot be taken.  Elections shall be by secret ballot of those present at the meeting.

Bylaw 5-Financial Management

5.1 Fiscal Year

Unless otherwise ordered by the Board of Directors, the financial year of PPMSA shall terminate on the 30thday of September in each year.  Any and all monies collected by teams playing in Port Perry as home diamond and playing in any league as Port Perry shall be turned in by the end of the financial year.

5.2 Bank

The banking business of PPMSA will be conducted at a financial institution designated by the Board.

5.3 Review

A financial review shall be completed annually by someone designated by the Board of Directors.  The designated person shall not be an active member of PPMSA and must be in a position of trust as determined by the Board of Directors.

5.4 Signing Authority

The Officers of PPMSA will have signing authority for all financial transactions conducted in the name of PPMSA.  All transactions will require two Officer’s signatures.

5.5 Execution of Agreements

All written agreements entered into in the name of PPMSA will be signed by two Officers.  Contracts in the ordinary course of operations may be entered into on behalf of PPMSA by the President or by a person authorized by the Board of Directors.  

Bylaw 6-Amendments

6.1 Special Resolution

Any changes to amend, revise, repeal or add to the bylaws of PPMSA may be made only at the Annual General Meeting by a two-thirds (2/3) majority of those present. 

6.2 Notice

Proposed changes or amendments must be submitted to the Secretary not later than 14 days from the date set for the Annual General Meeting.   The Secretary shall notify all members of the Board of Directors of the proposed amendments.

Any amendments placed before the Annual General Meeting must be voted upon and may not be withdrawn from the meeting.

Any member may speak on an amendment only once.

Bylaw 7-Operations

7.1 Residency

Players registered to play house league must live in the Township of Scugog or immediate surrounding area.

7.2 Registration

All registration for players shall be completed by June 1 of each year.

7.3 Team Classifications

Competitive teams may be offered in age classifications as specified by the OASA in Mite, Squirt, Peewee, Bantam and Midget.

House league teams may include Learn to Play (formerly T-Ball), Jr. Mite, Mite, Squirt, Intermediate and Senior in age categories as defined by the Minor Softball Interleague committee.

Conveners may be appointed by the Board of Directors to supervise each age division.

7.4-Standard procedures

All diamond usage must be authorized by the diamond scheduler.

Competitive teams may attend any minor tournament approved by OASA or OSSTA.

All OASA playing rules and bylaws shall govern league play unless exceptions are set out by the Minor Softball Interleague committee and are included in the interleague rules. 

In conjunction with Minor Softball Week, each year a Booster night may be held and may include a parade and celebration at the ball park.

Bylaw 8-Adoption of Bylaw

8.1 Adoption by the Board of Directors

This Bylaw is presented by the Board of Directors to the voting members of PPMSA for approval at the Annual General Meeting held on October 25, 2016.

8.2 Repeal of Prior Bylaws

In approving this Bylaw, the voting members of PPMSA repeal all prior Bylaws of PPMSA.

Passed by the Board of Directors and approved at the Annual General Meeting on October 25, 2016.