BASEBALL CALGARY AMATEUR ASSOCIATION (2003) 2007 BYLAWS

Bylaw 1.0 – General

1.1    The name of the Association shall be Baseball Calgary Amateur Association 2003, hereinafter referred to as Baseball Calgary or the Association. Alberta Baseball Association may also be referred to as Baseball Alberta and the Canadian Federation of Amateur Baseball may be referred to as Baseball Canada.

1.2    The object of Baseball Calgary is to encourage, promote and administer the development and growth of amateur baseball in the City of Calgary, within the parameters as set by Baseball Canada and Baseball Alberta.

1.3     The playing year shall be deemed to extend from March 1 of one calendar year to February 28 of the next calendar year. The playing season shall be deemed to extend from March 1 to August 31 of each calendar year.

1.4       The fiscal year shall be January 1 to December 31.

Bylaw 2.0 - Membership

2.1      General membership shall be granted to the following:

            - All registered players who are deemed to be in good standing

            - Parent(s)/legal guardian(s) of all registered players who are deemed to be in good standing

- All team coaches who are officially listed on Baseball Alberta rosters who are deemed to be in good standing

      -Any individual who wishes to participate in the Association and whose application for membership has been approved by the Board of Directors at a regular Directors meeting and who is deemed to be in good standing

2.2    Voting privileges at Annual/Special General Meetings will be extended to the following members in good standing:

One parent/legal guardian of every registered player under the age of 18

For registered players 18 years of age or older, either the player or one parent/legal guardian

Official coaches who do not have a child registered in the Association

 Members of Executive/Board of Directors

2.3     Membership of both categories shall automatically cease at the end of every playing year or when the player represented by the Member(s) is no longer registered with the Association. A Member may voluntarily withdraw membership in the Association by either withdrawing his/her son or daughter from the Association or by notifying the Board in writing of their intention to withdraw.

2.4      Baseball Calgary may revoke or suspend membership and/or voting privileges to any member(s) who are deemed by the Board of Directors to be not in good standing

Bylaw 3.0 - Governance 

3.1    The Association shall be guided by Baseball Canada and Baseball Alberta bylaws, rules and guidelines.

3.2    The Association shall be a not-for-profit volunteer organization governed by an Executive and a Board of Directors elected by the General Membership each year at the Annual General Meeting.

3.3    There shall be an Executive Committee comprised of the following elected Officers:

?         President

?         Vice President(s)

?         Treasurer

?         Past President (as available)

3.3.1  The Executive shall be responsible for identifying, designing, implementing and managing

  Association governance, administration, operation, direction and financial issues, as approved by the Board of Directors.

3.4    The Board of Directors shall consist of all members of the Executive Committee, a Secretary, the Past President, and additional Directors as deemed necessary by the Executive Committee, but not to exceed 15 in total. 

3.4.1       The Board of Directors shall be responsible for identifying, designing, implementing and

managing general operational programs, as approved by the Executive and/or the Board of Directors.

3.4.2           In the event that there are vacant Executive and/or Director positions following the Annual

                General Meeting elections, the Board of Directors may appoint a person(s) to fill such vacancies

                through a majority vote of the Board of Directors.

3.5          Terms of office for Executive and Board positions shall be as follows:

3.5.1       All Executive Committee members, except for the Past President, shall be elected for a term of two-years, with half of the positions being elected in alternate years.

3.5.1.1   The outgoing President will be provided a position on the Executive Committee as the Past President, for a term of up to two (2) years.

3.5.2       All other elected or appointed Board Members shall serve for a term of one (1) year.

3.5.3       For the purposes of Clause 3.5 herein, 'one year' is defined as the period from date of election to the Executive or Board of Directors until the date of the next Annual General Meeting.

3.6          All Board Members shall consent to a background check in the manner proscribed by Calgary City Police Department and/or the RCMP. In the event a background check result is negative, the Board shall immediately remove said Member from the Board and a replacement Member shall be appointed by a majority of the Board.

3.7                All Board Members agree to fulfill their assigned duties, to the best of their ability, for the term of their position; all Board Members also agree to attend the majority of Board of Directors/Executive meetings, activities and workshops;

3.7.1          In the case where their absence from Board of Director and/or Executive Committee meetings is

known prior to the allocated meeting date, they must(i)provide notice of their absence to the Secretary at least 24 hours prior to said meeting and (ii) provide a written report to the Secretary at least 24 hours prior to the said meeting; The absent member shall also attempt to provide a designate from their Committee to attend the said meeting;

3.7.2          For emergency cases, the absent member shall contact either the Secretary or the President as

                soon as their absence is known and such communication is possible.

3.8          The Secretary, or in case of the Secretary's absence any other Member of the Executive, shall be responsible for recording and circulating the minutes of General, Extraordinary, and Executive meetings. These minutes shall reside with the Secretary and be kept in an orderly fashion.

3.9          A Director or Officer can be removed from the Board by a majority vote of the Board of Directors only if the Officer has committed a breach of the Association Bylaws or Discipline Policy/Code of Conduct, the Baseball Alberta Bylaws, Code of Conduct or rules, the Canadian Federation of Amateur Baseball rules, or has committed a criminal offence. In such circumstances the Officer or Director shall be notified of the Boards intention and decision.

3.10        No Officer or Director shall receive any remuneration for services rendered as an Officer or Director of the Association.

3.11        Should there arise any situation whereby there is, or there is the appearance of, conflict of interests of any Officer or Director it is incumbent upon that Officer or Director to bring the potential conflict of interest to the attention of the Board. The Board shall make a decision regarding acceptance or rejection of the potential conflict situation and its decision shall be final.

Bylaw 4.0 – Financials 

4.1    The schedule of fees shall be determined annually by the Board of Directors. The Schedule of Fees shall be made public and, if amended, the amendments to the Schedule of Fees shall be made public in a timely fashion.

4.2    The Treasurer or any other member designated by the Treasurer shall deposit all funds received in a Chartered Bank or federally bonded Trust Company or Credit Union to the credit of Baseball Calgary Amateur Association. Withdrawal of monies shall be by a cheque requiring two signatures: that of the Treasurer and any one of the President or Vice Presidents. Association deposits and payments should be made on a regular basis (minimum of bi-weekly, as needed).

4.3    The Board of Directors shall be empowered to sponsor, organize and conduct schemes for the purpose of raising funds for the promotion and development of amateur baseball and the Association.

4.4    A budget for each fiscal year shall be prepared and approved by the Board within two months of the beginning of the fiscal year. The current income/expense statement, updated through the end of the playing season, will be presented to Members at the AGM held during that fiscal year.

4.5    The Board of Directors may provide a mechanism whereby any interested Voting Member has the opportunity to be directly involved in the budget preparation process.

4.6    For the purpose of carrying out its objectives, the Association may borrow or raise funds or secure the payment of money in any manner it determines fit, and in particular shall have the authority to issue debentures. The power of the Association to issue debentures shall be exercised under the authority of the bylaws of the Association and in no case shall debentures be issued without the sanction of a Special Resolution of the Association approved at a General Meeting.

4.7    The Treasurer shall be responsible for ensuring that the daily financial records of the Association are kept in good order and in accordance with generally accepted accounting principles. The Treasurer shall provide updated financial statements to the Board of Directors, as approved by the Board of Directors.

4.8    An official Association financial statement shall be prepared annually by a legally recognized accounting person/firm who is approved by the Board of Directors each year. The official financial statement must either be audited by a Board-approved, accredited auditing designate or signed by two (2) Executive members of the Association. The official financial statement shall be presented to the general membership at the Annual General Meeting.

4.9    The books and records of the Association may be inspected by any general member of the Association at the Annual General Meeting or at any time upon giving reasonable notice to the Treasurer. Each Member of the Board shall have access to such books and records at all times.

Bylaw 5.0 -Meetings

5.1       The Annual General Meeting (AGM) of the Association must be held within 60 days of the end of the playing season. Notice of the AGM shall be given in writing at least 30 days in advance of the meeting, by mail or email to all holders of valid membership, and shall be posted on the Association's website. In addition, a public service announcement shall be sent to all major media outlets two weeks prior to the AGM.

5.2       The Board of Directors may call a Special General Meeting of the membership by notifying each Member in writing by mail or email and posting notice of the Meeting on the Association website, 21 days prior to the meeting date.

5.3          A meeting quorum at any General Meeting shall be met by the attendance of any non-Board general members when the proper notification requirements have been met, as in 5.1 and 5.2 respectively and no business can be conducted if a quorum is not present. Motions cannot be passed without quorum. Board Members are not included in the quorum, but may vote.

5.4          The Executive of the Association shall meet a minimum of four times a year with the option of meeting more often should the business of the Association require it. The first regular meeting must be held within 30 days of the AGM. A quorum consisting of a majority of Executive must be present to hold an Executive meeting and to pass motions.

5.5          The Board of Directors of the Association shall meet a minimum of six times a year with the option of meeting more often should the business of the Association require it. The first regular meeting must be held within 30 days of the first regular Executive meeting. A quorum consisting of a majority of the Board of Directors must be present to hold a Board of Directors meeting and to pass motions.

Bylaw 6.0 - Players

Bylaw 7.0  Teams, Technical Personnel and Volunteers/Officials

7.1    Teams shall be governed by the Bylaws of the Association and of Baseball Alberta, and the official rules/guidelines for the current playing season as revised and adopted by Baseball Alberta and Baseball Canada .Teams participating in events hosted by bodies other than Baseball Alberta and Baseball Canada will follow the rules and regulations set out as part of that event.

7.2    All coaches, managers, technical resource personnel and volunteers of Baseball Calgary must be members of the Association. The Association will register with Baseball Alberta all players, coaches, managers, umpires and individuals participating as Officials, Directors and Officers .

7.3    All coaches, managers, umpires, officials registered with Baseball Calgary, and any technical personnel and volunteers having any player contact whatsoever shall consent to a background check in the manner proscribed by Calgary City Police Department and/or the RCMP. In the event a background check result is negative, the Board shall immediately remove said Member from active participation in the sport.

7.4    All teams must fulfill tournament and league commitments, and must participate in provincial playoffs in accordance with league and/or Baseball Alberta Bylaws/Guidelines.

Bylaw 8.0 – Penalties

8.1          Any team, manager, coach, player, umpire, parent/legal guardian, volunteer, spectator, Executive Member, Member of the Board or general member may be fined, suspended for an amount of time, or both, as determined by the Board of Directors, for violation of Association, Baseball Alberta, Western Canada Baseball Association and/or Baseball Canada Bylaws, Codes of Conduct, rules and guidelines or for any other action deemed by the Board to be detrimental to amateur baseball and/or its participating members/players. Such actions will be carried out according to Association discipline policy and appeals procedure, as approved by the Board of Directors. Such members may be deemed by the Board of Directors to be not in good standing.

8.1.1           Fines and suspensions set out by Leagues, Baseball Alberta, the Western Canada Baseball Association and Baseball Canada will also be adhered to by the Association; any team or member fined and/or suspended by the above affiliated bodies will be held in a state of suspension with Baseball Calgary, until such time as the fine has been paid, the suspension has been served or the suspension has been revoked. Such members may be deemed by the Board of Directors to be not in good standing.

8.1.2           Baseball Calgary reserves the right to suspend teams/members who are in arrears to the Association and/or its affiliate teams and/or associations until such monetary commitment has been paid in full; such members may be deemed by the Board of Directors to be not in good standing.

8.1.3              Registered members are responsible for the actions of their guests and relations at all Baseball Calgary activities and events and can be fined and/or suspended due to the actions of their guests and/or relations at such activities and events. Such members may be deemed by the Board of Directors to be not in good standing.

8.2          Any team, manager, coach or player registered with the Association who knowingly plays with or against a suspended team, manager, coach or player shall be automatically suspended for the balance of the season and shall be ineligible to participate in any playoffs.

8.3          Penalties imposed may be appealed according to approved Appeals Procedure.

8.4          Any Member of the Board of Directors involved in a protest shall be disqualified from voting on the merits of the protest.

Bylaw 9.0  Protection of Executive Members and Directors

9.1     Limitation of Liability

        No Executive Member or Director shall be liable for the acts, receipts, neglects or defaults of any other Executive Member or Director, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the moneys, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on his/her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his/her office or in relation thereto, unless the same are occasioned by his/her own willful neglect or default; provided that nothing herein shall relieve any Executive Member or Director from the duty to act in accordance with the Societies Act and the regulations hereunder or from liability for any breach thereof.

9.2    Indemnity:

        The Board of Directors shall authorize the Association to pay or reimburse any present or former Executive Member or Director of the Association for any and all costs, expenses and payments actually and necessarily incurred by him or her in any action, suit or proceeding to which he or she is made a party by reason of his or her holding such position; provided however, that he or she shall not receive such indemnification if he or she be finally adjudicated therein to be liable to gross negligence or wanton and reckless misconduct in office. The indemnification herein provided shall also extend to good faith expenditures incurred in anticipation of, or preparation for, threatened or proposed litigation. The Board of Directors may, if it seems fit, extend the indemnification to cover the good faith settlement of any such action, suit or proceedings, whether formally instituted or not.

9.3    Insurance: