BRAMPTON RUGBY FOOTBALL CLUB INC.
Constitution and Bylaws
A By-law relating generally to the transaction of the affairs of BRAMPTON RUGBY FOOTBALL CLUB INC.
BE IT ENACTED as a by-law of Brampton Rugby Football Club Inc. as follows:
1. The head office of the corporation shall be in the City of Brampton, in the Province of Ontario and at such place therein as the directors may from time to time determine, with the first of such head offices to be located at:
l78A Queen Street East, Brampton, Ontario
with subsequent change only upon approval of a minister, administering the Corporation's Branch, or its successor of the Province of Ontario.
2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the corporation.
Board of Directors
3. The affairs of the corporation shall be managed by a Board of 10 (ten) directors, each of whom at the time of his election or within 10 days thereafter, and throughout his term of office shall be a member of the corporation. Each director shall be elected to hold office until the first annual meeting after he shall have been elected, or until his successor shall have been duly elected and qualified. The whole Board shall be retired at each annual meeting, but shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballet be demanded by any member. The members of the corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.
Vacancies, Board of Directors
4. Vacancies on the Board of Directors, however caused, may, so long quorum of directors remain in office, be filled by the directors from among the qualified members of the corporation, if they shall see fit to do so; otherwise, such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred. These vacancies may be filled in the manner above provided.
The Executive Board
5. The Board of Directors of the corporation shall be called the Executive Board. The President of the corporation shall be the Chairman of the Board of Directors. Quorum and Meetings, Board of Directors
6. A majority of the directors shall form a quorum for the transaction of business. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence.
Directors' meetings may be formally called by the President or Vice-President or by the Secretary on direction of the President or Vice-President, or by the Secretary on direction in writing of two directors. Notice of such meetings shall be delivered, telephoned or telegraphed to each director not less than one day before the meeting is to take place or shall be mailed to each director not less than two days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A directors' meeting may also be held, without notice, immediately following the annual meeting of the corporation. The directors may consider or transact any business either special or general at any meeting of the board. Errors in Notice, Board of Directors 7. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat. Voting, Board of Directors 8. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his duties may be performed by the Vice¬President or such other director as the board may from time to time appoint for the purpose. Powers 9. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do. Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, moveable or immoveable, real or personal, or any right or interest therein owned by the corporation, for such consideration and upon such terms and conditions as they may deem advisable. Remuneration of Directors 10. The directors shall receive no remuneration for acting as such. Officers of Corporation 11. The Executive board, or Board of Directors, shall consist of the President, immediate Past-President, a Vice-President, a Secretary, a Treasurer, a Fixture Secretary, a Membership Secretary, a Social Secretary, and three Directors at large and such other officers as the Board of Directors may determine by by-law from time to time. One person may hold more than one office except the offices of President, Vice-President and Past-President. The President and Vice-President shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual election of such Board of Directors, provided that the President shall be the Chairman of the Board of Directors, provided further that in default of such election, the then incumbents in office, so long as they are members of the Board, shall hold office until their successors are elected. Other officers of the corporation need not be members of the Board and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the Board. Duties of the President12. It shall be the duty of the President to:(a) Oversee all aspects of management of the Club's affairs.(b) Call and chair executive meetings on a monthly basis, except as provided for in Article 13, Section l(a).(c) Call and chair general meetings as the occasion demands.(d) Call and chair the annual general meeting.(e) Act as signing officer for the Club with the Secretary or other officer so appointed.(f) Be an ex-officio member of all committees. Duties of Secretary13. It shall be the duty of the Secretary to:(a) Keep the minutes of all Club executive, general, and annual general meetings, and act as ex- officio clerk of the Board of Directors. He shall attend all meetings of the Board of Directors and report all facts and minutes of all proceedings in the books kept for that purpose.(b) Notify the members of scheduled meetings and other events.(c) Correspond as directed by the executive with various individuals and organizations.(d) Act as signing officer of the Club and act as custodian of the seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the corporation.(e) Maintain a mailing list and other files.(f) He shall perform such other duties as may from time to time be determined by the Board of Directors. Duties of Vice-President14. It shall be the duty of the Vice-President to assume the duties of the President in the President's absence.Duties of Treasurer15. It shall be the duty of the Treasurer to:(a) Keep full and accurate accounts of all receipts and disbursements of the corporation in proper books of account and deposit all Club monies in the name of the Club with a chartered bank or trust company, as selected by the Executive Board.(b) Disburse the funds of the corporation under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors of the regular meetings thereof or whenever required, an account of all his transactions as Treasurer, and the financial position of the corporation.(c) Pay all accounts as directed by the Executive Board.(d) Act as signing officer for the Club's bank account or accounts(e) Make a financial report(f) Maintain records of the Club's accounts.Fixture Secretary16. It shall be the duty of the Fixture Secretary to:(a) arrange all games.(b) Acquire training and playing facilities.(c) Acquire referees for all home games.(d) Ensure the field is correctly marked and flagged for all home games.Duties of the Immediate Past President17. In accordance with the above, it will be the duty of the immediate Past President to(a) Act as advisor on past practices.(b) assume the role of President if both the President and Vice President are unavailable.Duties of Social Secretary18. It shall be the duty of the Social Secretary to organize all social events.Duties of the Membership Secretary19. It shall be the duty of the Membership Secretary to:(a) Register members.(b) Collect dues.(c) Maintain a list of registered, paid-up members.Duties of Other Officers and Directors20. The duties of all other officers of the corporation and directors at large, shall be in such terms as the directors may require for their duties or engagements.Execution of Documents2l. Deeds, transfers, licenses, contracts and engagements on behalf of the corporation shall be signed by either the President or Vice-President and by the Secretary, and the Secretary shall affix the seal of the corporation to such instruments as require the same. Contracts in the ordinary course of the corporation's operations may be entered into on behalf of the corporation by the President, Vice-President, Treasurer or by any person authorized by the board. The President, Vice-President, the directors, Secretary or Treasurer, or anyone of them, or any person or persons from time to time designated by the board of directors, may transfer any and all shares, bonds or other securities from time to time standing in name of the corporation in its individual or any other capacity or as trusts or otherwise and may accept in the name and on behalf of the corporation transfers of shares, bonds or other securities from time to time transferred to the corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the goods of any company or corporation. Notwithstanding any provisions to the contrary contained in the by-laws of the corporation, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract, or obligations of the corporation may or shall be executed.Books and Records22. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.Constituent Bodies23. The Club shall be in membership with:(a) The Canadian Rugby Union (CRU)(b) The Ontario Rugby Union (ORU)(c) The Niagara Rugby Union (NRU)(d) The Niagara Rugby Referees Society(\(\(\(e) Any other pertinent bodies as the executive might from time to time deem necessary.(f) The executive shall annually appoint representatives to (b), (c), and (d), and as necessary to (e).(g) Nothing in these bylaws shall supersede the by-laws, constitution, or directives or directives of (a), (b), or (c) above mentioned.Membership24. The membership shall consist of the applicants for the incorporation of the corporation and such other individuals and such corporations, partnerships, and other legal entities as are admitted as members by the Board of Directors. Members may resign by resignation in writing which shall be effective upon acceptance thereof by the board of Directors. In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the corporation prior to the acceptance of his resignation. Each member shall be promptly informed by the Secretary of his admission as a member.I. The membership of the Club shall consist of the following:(A) Honorary Life Members.(B) Full Members.(C) Student Members.(D) Juvenile Members.(E) Associate Members.(F) Social Members.II. It is the duty of all members to:(A) Pay their annual dues (except as stated otherwise herein)(b) Support and participate in Club activities.(c) Comply with the constitution and by-laws of the Club.(d) Only members in categories (A) and (B), with the exception of 8 III E, may hold office and vote at general meetings.(e) The executive, subject to the approval of the membership at the next general meeting, may refuse membership to or revoke the membership of any individual for just cause and subject to the approval of the members at the next general meeting.III. (A) Honorary Life Members A Full Member may be elected as a Life Member for long and meritorious service to the Club or as a gesture of appreciation, on the recommendation of the executive and subject to the approval of the members at a general meeting. Such recommendation shall be notified to the members in writing seven (7) days prior to said meeting. (B) Full Members A person who has played four (4) games for the Club’s senior sides to the satisfaction of the Selection Committee qualifies as a Full Member. This includes all members over sixteen (16) years of age. A person applying for Full membership, but with insufficient qualifying games in, shall be deemed an Associate member. The full membership category may include players, Life Members, retired players, and those elected as below.NOTE: With the recommendation of the Executive and subject to the approval of the membership at the next general meeting, a Social Member or Associate Member may be elected as a Full Member for past service to the Club of to Rugby Union Football. Such Recommendation to be notified to the membership in writing seven (7) days prior to the meeting. (C) Student Members A Student Member, being a member who is in full-time attendance at school, college, or university and not paying all of the Full Membership fee, may also be a Full Member in accordance with the Full Membership qualification in 8 III B. (D) Juvenile Membership Any player under the age of sixteen (16) who has played four (4) games for the club. (E) Associate Membership Those members with insufficient qualifying games in, under 8 III B, Associate members may vote at general meetings but not hold office. F) Social Members Those members who wish only to participate in the social activities of the Club.Membership Dues25. There shall be no dues or fees payable by members except as fixed by majority vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the members at an annual or other general meeting and notified to the members in writing. The Secretary shall notify the members of the dues or fees payable by them, and if they are not paid within 30 days of the date of such notice the members in default shall automatically cease to be members of the corporation, but any such members may on payment of all unpaid dues or fees be re-instated by unanimous vote of the Board of Directors. All subscriptions shall be due and payable on the first day of January following the annual general meeting. A life subscription for those members so qualified may be purchased at a figure determined by the annual general meeting of the membership. The Secretary may notify the members by posting a notice on the bulletin board maintained for the purpose of posting notices at the Club head office premises.Cessation of Membership26. A member shall cease to be a member if he/she:(a) Resigns in writing to the Secretary.(b) Fails to pay the annual subscription within 30 days of the due date.(c) Contravenes the rules of the CRU or any of its constituent bodies.(d) Is expelled under Article 27Misconduct27. (a) Any member whose conduct is, in the opinion of the executive committee, prejudicial to the best interests of the Club is liable to censure, suspension, or to be expelled from the Club. Not less than seven (7) clear days' notice in writing shall be given to any member charged under this rule of the intention of the executive committee to investigate the member's conduct. The member shall be entitled to attend the meeting of which such notice is given, to hear and reply to the charge.(b) No expelled member shall be eligible for re-election until 12 months have elapsed from the date of the expulsion.(c) Any member willfully damaging the property of the Club shall be liable for the cost of restitution. (d) Any member incurring cost to the Club shall be liable to reimburse the Club. Administrative Structure28. I. The various Team Captains, Coaches, etc., will be appointed by the executive as necessary. II. It will be the duty of the Club Captain to: (a) Represent the Club at various social and civic functions. (b) Chair the Players’ Representative Committee (c) Sit on the Selection Committee III. It will be the duty of other team captains to: (a) Captain their respective teams (b) Sit on the Players’ Representative Committee (c) Sit on the Selection Committee IV. It will be the duty of the Club Coach(es) to: (a) Set up training and coaching sessions (b) Sit on the Selection Committee (c) Attend all training/coaching sessions and games V. The following standing committees will be operative: (a) Player Representative Committee (b) Social Committee (c) Ways and Means Committee (d) Finance Committee: President, Secretary, Treasurer VI. Other sub-committees may be set up at the discretion of the executive. VII. The Executive shall have the power to set operating policies so long as said policies do not contravene this constitution and these bylaws, and the constitution of the CRU, ORU, and NRU. VIII. The Executive will act as disciplinary committee. IX. The Executive may co-opt to the executive board, at any time, on an ad hoc basis, additional members. X. The members of the executive board will receive no remuneration for acting as directors of the corporation. XI. Vacancies on the executive board may be filled by appointment until the next general meeting. Meetings of the Board of Directors 29. (a) The Executive Board will meet at least once a month, except that the July and August meetings may be suspended at the discretion of the executive. (b) Five of the elected or appointed officers will constitute a quorum for an Executive Board meeting, and decisions will be by a simple majority vote. In the event of a tied vote, the chairman shall cast a second vote. (c) An Executive member failing to participate in three (3) consecutive meetings without just cause may be assumed to have resigned from the Board. (d) The Board of Directors may administer the affairs of the corporation in all things and make, or cause to be made for the corporation, any kind of contract which the corporation may lawfully enter into, and generally, may exercise all such other powers and all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do. Annual and Other Meetings of Members30. The annual or any other general meeting of the members shall be held at the head office of the corporation or elsewhere in Ontario as the Board of Directors may determine and on such day as thesaid directors shall appoint. The executive may call a general meeting as the dictates of Club business require. The members may call for a general meeting should 12 or more acting in concert advise the Secretary in writing that they wish to do so. An agenda of items to be discussed, and the names of the members petitioning the board with such notice of meeting are to be appended to the written notice of agenda to be discussed. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement, and the report of the auditors shall be presented, and a board of directors elected and auditors appointed for the ensuing year, and the remuneration of the auditors shall be fixed. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. No public notice nor advertisement of members’ meetings, annual or general, shall be required, but the notice of the time and place of every such meeting shall be given to each member by pre-paid mail, or telegraph, and by posting on the bulletin board of the Club premises, 7 days before the time fixed for the holding of such meeting; provided that, a demand for a general meeting by written notice of 12 or more member, where such a demand is in order, will be complied with within fourteen (14) days; provided that, any meetings of members may be held at any time and place without notice if all the members of the corporation are present or represented by proxy duly appointed, and at such meeting any business may be transacted which the corporation at annual or general meetings may transact. Quorum of Members 31. A quorum for the transaction of business at any meeting of members shall consist of not less than ¼ of all full members in good standing, represented in person or by proxy; provided that, in no case can any meeting be held unless there are three members present in person. Voting of Members 32. Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each full member, life member, student member, and associate member shall at all meetings of the members be entitled to one vote and he may vote by proxy. Such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the corporation unless he has paid all dues or fees, if any, then payable by him, and unless he is in good standing. A general meeting may revoke executive policies by a simple majority vote. A general meeting may amend the constitution or by-laws providing written notice of the proposed amendments is received by the Secretary at least 14 days prior to the meeting. Such amendments to the by-laws or constitution must be passed by a 2/3rds majority of all members in good standing who are present at such a meeting. At all meetings of members every question, subject to the provisions above, shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded, a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the corporation shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be taken in such manner as the Chairman shall direct and the result of such poll shall be deemed the decision of the corporation in general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled to a second or casting vote. 33. (a) The annual general meeting (AGM) will be held in December of each year for the election of officers and the consideration of rules, subscriptions, and other pertinent business.(b) Article 32 will apply to the AGM.(c) Nominations for elected officers must be made by two members in good standing with the consent of the nominees. If this nominee is not present, acceptance must be made in writing.(d) All meetings will be run in accordance with Roberts Rules of Order, except where those rules of order conflict with this constitution and these by-laws, in which case these articles will prevail.(e) The AGM will appoint an auditor for the following year. Error or Omission in Notice34. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had-thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the corporation. Adjournments 35. Any meetings of the corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present. Financial Year36. Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall terminate on the thirty-first day of October in each year. Cheques, Etc.37. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors and anyone of such officers or agents may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the corporation's bankers for the credit of the corporation, or the same may be endorsed “for collection" or "for deposit" with the bankers of the corporation by using the corporation's rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the corporation and the corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips. Deposit of Securities for Safekeeping38. The securities of the corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the corporation signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians of the board of directors shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof. Notice39. Whenever under the provisions of the by-laws of the corporation notice is required to be given, such notice may be given either personally, or telegraphed or by depositing the same in a post office of public letterbox in a pre-paid sealed wrapper addressed to the director, officer or other member at his or their address as the same appears on the books of the corporation. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letterbox as aforesaid, or if telegraphed, shall be held to be sent when the same was handed to the telegraph company or its messenger. For the purpose of sending any notice the address of any member, director or officer shall be his last address as recorded on the books of the corporation. Whenever the by-laws of the corporation require notice, said notice shall be simultaneously attached in a prominent position on the bulletin board of the corporation designated for notices to the members. Borrowing40. The directors may from time to time(a) borrow money on the credit of the corporation; or(b) issue, sell or pledge securities of the corporation; or (c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the corporation. From time to time the directors may authorize any director, officer or employee of the corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the corporation as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the corporation. Interpretation41. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number of the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations. General42. (a) The club colours are to be maroon and white(b) Players are to wear the correct colour of socks and shorts as decided by the Executive and the Players Committee. Shirts will be provided by the club.(c) Players’ equipment should be clean and in good order before the kickoff.(d) 1. Players must report to the meeting place for away games on-time 2. Any player traveling directly to the away venue must inform his team Captain. 3. Players failing to comply with (d) 1 and/or (d) 2 may be replaced by a reserve.(e) At home games, players should report to the ground at least 30 minutes before the kickoff. Any player reporting less than 20 minutes before the kickoff may be replaced by a reserve.(f) Any player sent off in a game must immediately send a written report of the incident to the club secretary.PASSED by the board of directors and sealed with the corporate seal this twenty third day of June, 1983.