WMBA By-Laws

Effective Date: May 12, 2025

Article 1: Name and Incorporation

The name of this organization is the Woodstock Minor Ball Association (WMBA), a not-for-profit corporation governed by the Ontario Not-for-Profit Corporations Act (ONCA).

Article 2: Objects

The objects of the WMBA are to:

Provide inclusive, organized baseball opportunities for youth aged 3 and up in Woodstock, regardless of physical, mental, or financial limitations.
Foster and promote the growth of minor baseball in Woodstock.
Support the development of coaches, players, and umpires, emphasizing sportsmanship, teamwork, fair play, and enjoyment of the game.
Build community spirit through the promotion of baseball in Woodstock.

Article 3: Membership

Membership in the WMBA shall be comprised of the following member classes:

House League Members: Parents or legal guardians of players, or players themselves over 18 years of age, registered in good standing in the current WMBA House League season or team personnel from the current WMBA House League season.

Rep Members: Parents or legal guardians of players, or players themselves over 18 years of age, registered in good standing in the current WMBA Rep season or team personnel from the current WMBA Rep season.

Select Members: Parents or legal guardians of players, or players themselves over 18 years of age, registered in good standing in the current WMBA Select season or team personnel from the current WMBA Select season.

Board Members: Directors of the Corporation, elected or appointed in accordance with these By-laws.

Life Members: The position of Life Member can only be conferred on an individual if approved by the Board by not less than two-thirds of the votes cast, after 15 years or more of continuous, faithful service by the individual to the WMBA and where a definite desire exists to retain the active service of the individual with an official status. To be appointed a Life Member, the individual must have previously been appointed an Honorary Member. The total number of Life Members that the WMBA may have at any one time shall not exceed three (3).

Honorary Members: The position of Honorary Member may be conferred by the Board, by not less than two-thirds of the votes cast, for outstanding continuous and meritorious service to the WMBA. Future Life Members are to be selected from Honorary Members.

Membership Rights and Obligations

The term of Membership shall be one year, subject to renewal in accordance with the policies of the Corporation.

As set out in the articles, each Member is entitled to receive notice of, attend, and vote at all meetings of Members, and each Member shall be entitled to one (1) vote at such meetings.

Membership is subject to compliance with WMBA policies, with revocation possible for violations or failure to meet membership criteria.

Expiration of Membership

Membership expires upon refund of registration fees or when registration is not renewed for a subsequent playing season or when an otherwise unaffiliated member of team personnel resigns or is removed from the team roster.

Termination of Membership

Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of Membership for violating any provision of the articles or By-laws.

The notice shall set out the reasons for the disciplinary action or termination of Membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of Membership.

Article 4: Board of Directors

Management of the WMBA shall be handled by the WMBA Board of Directors (“the Board”), which shall be:

(i) President

(ii) First Vice President

(iii) Second Vice President

(iv) Treasurer

(v) Secretary

(vi) Ten (10) Directors

(viii) Immediate Past President

Terms and Elections

The Board of Directors shall be elected by the Members at the first meeting of Members and at each succeeding annual meeting of members. The term of office of the Board of Directors (subject to the provisions, if any, of the articles) shall be from the date of the meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed.

Nominations

Nomination forms are posted online 30 days prior to the Annual Meeting.
Nominees for the positions of President, First Vice-President, Second Vice-President, Treasurer, and Secretary must have served as active Council members during the fiscal year immediately preceding the Annual Meeting.
Nominees must meet eligibility criteria and nomination forms must be received 7 days before the Annual Meeting.

Vacancies

The office of a Director shall be vacated immediately:

if the Director resigns office by written notice to the WMBA, which resignation shall be effective at the time it is received by the WMBA or at the time specified in the notice, whichever is later;
if the Director dies or becomes bankrupt;
if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
if, at a meeting of the Members, the Members by ordinary resolution removes the Director before the expiration of the Director’s term of office.

Filling Vacancies

A quorum of Directors may appoint a Director to fill a vacancy among the Directors and the Director appointed to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor.

Committees

Committees may be established by the Board as follows:

The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors excepting those powers set out in the Act that are not permitted to be delegated (seeking member approval on a decision, filling a vacancy among directors or auditor, appointing additional directors, issuing debt obligations, approving financial statements, changing the by-laws, establishing membership dues); and
Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time; and
The Board cannot delegate any of its responsibilities to a committee that consists of one of more individuals who are not Directors

Remuneration of Directors

No Director shall directly or indirectly receive any profit from occupying the position of Director or from providing services to the Corporation in another capacity. However, Directors may be reimbursed for reasonable expenses that they incur in either of those capacities.

Anchor Article 5: Board Meetings

Calling of Meetings

Meetings of the Directors may be called by the Chair, president or any two Directors at any time and any place on notice as required by this by-law.

Regular Meetings

The Board may fix the place and time of regular Board meetings and provide notice of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

Notice

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Article 10 of this by-law to every Director of the WMBA not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.

Chair

The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.

Quorum

Quorum will be 50% of the current board.

Voting

Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall have a second vote or casting vote.

Participation by Telephone or Other Communications Facilities

If a quorum of the Directors of the WMBA consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.

Article 6: Financial Matters

Fiscal Year

The financial year of the WMBA ends on September 30 in each year or on such other date as the Board may from time to time by resolution determine.

Banking

The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the WMBA shall be placed for safekeeping.

Financial Authority and Banking

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors with signing authority established with the corporation’s financial institution. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any Director or Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

Books and Financial Statements

a) Auditors – At each Annual Meeting the Members may appoint an auditor to audit or conduct a review engagement of the books, accounts and records of the WMBA in accordance with the Act. The auditor will hold office until the next Annual Meeting. The auditor will not be an employee, Officer, or Director of the WMBA and must be permitted to conduct an audit or review engagement of the WMBA under the Public Accounting Act, 2004, as amended. When the WMBA’s revenue for the previous fiscal year was less than the amount prescribed in the Act, the Members may decline, by Extraordinary Resolution (80% agreement), to appoint an auditor. Alternatively, when the WMBA’s revenue for the previous fiscal year was greater than the amount prescribed in the Act, the Members may, by Extraordinary Resolution (80% agreement), choose to conduct a review engagement or notice to reader in lieu of an audit.

b) Annual Financial Statements – The Directors will approve financial statements (evidenced by signature of one or more Directors) of the WMBA of the last fiscal year of the WMBA but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting. A copy of the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than twenty-one (21) days before the Annual Meeting. The Financial Statements will include:

(i) The financial statements;

(ii) The auditor’s report or review engagement (if any); and

(iii) Any further information respecting the financial position of the WMBA.

c) Books and Records – The necessary books and records of the WMBA required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to:

(i) The WMBA’s articles and By-laws;

(ii) The minutes of meetings of the Members and of any committee of Members;

(iii) The resolutions of the Members and of any committee of Members;

(iv) The minutes of meetings of the Directors or any committee of Directors;

(v) The resolutions of the Directors and of any committee of Directors;

(vi) A register of Directors;

(vii) A register of Officers;

(viii) A register of Members; and

(ix) Account records adequate to enable the Directors to ascertain the financial position of the WMBA on a quarterly basis.

Article 7: Officers

Officers

a) The President will be the chair of the Board and will preside at the Annual and Special Meetings of the Corporation and at meetings of the Board unless otherwise designated. The President, or their designate, will be the official spokesperson of the WMBA and will perform such other duties as are necessary for the proper conduct of the office of the President.

b) The First Vice President, in the absence of the President, shall have all the powers and perform all the duties of the President. The First Vice President shall also perform such duties as may be assigned to them by the President and ratified by the Board.

c) Elected or appointed Directors shall perform such duties as may be assigned to them by the President and ratified by the Board.

d) The Immediate Past President shall perform such duties as may be assigned by the President and ratified by the Board and shall offer such advice and guidance to the WMBA Board of Directors as may be requested.

e) The Secretary shall keep an accurate record of the proceedings of the WMBA, and a register of all members.

f) The Treasurer shall keep an accurate record of all monies received and disbursed by the WMBA and report at least annually to the members of the WMBA. Except in accordance with Article 6, the Treasurer’s books shall be audited annually by an accredited auditor.

Office Held at Board’s Discretion

Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the earlier of:

- - the Officer’s successor being appointed,

- - the Officer’s resignation, or such Officer’s death.

Article 8: Protection of Directors and Others

Protection of Directors and Others

No Director, Officer or committee member of the WMBA is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the WMBA or for joining in any receipt or for any loss, damage or expense happening to the WMBA through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the WMBA shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

complied with the Act and the WMBA’s articles and By-laws; and
exercised their powers and discharged their duties in accordance with the Act.

Article 9: Conflict of Interest

Conflict of Interest

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the WMBA or is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the WMBA shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

Article 10: Members Meetings

Annual Meeting

The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than five business days or other number of days that may be further prescribed in regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles.

The business transacted at the annual meeting shall include:

receipt of the agenda;
receipt of the minutes of the previous annual and subsequent special meetings;
consideration of the financial statements;
report of the auditor or person who has been appointed to conduct a review engagement;
reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year;
election of Directors; and
such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

Special Meetings

The Directors may call a special meeting of the Members. The Board shall call a special meeting on written requisition of the Members who hold at least 10 per cent of votes that may be cast at the meeting sought to be held within 21 days after receiving the requisition unless the Act provides otherwise.

Notice

Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken and state the text of any special resolution to be submitted to the meeting.

Quorum

A quorum for the transaction of business at a Members’ meeting is sixty percent (60%) of the Board Members entitled to vote at the meeting, whether present in person or by proxy. A quorum must be present throughout the meeting in order for the Members to proceed with the business of the meeting.

Chair of the Meeting

The Chair (President) shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.

Voting of Members

Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:

each Member shall be entitled to one vote at any meeting;
votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;
an abstention shall not be considered a vote cast;
before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and;
whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

Adjournments

The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

Anchor

Anchor Article 9: Adoption and Amendment of the By-Laws

This By-law may be amended by a majority vote of the Board and the Members.

Article 10: Notices

Services

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be delivered personally to any such Member or Director at their latest postal address or email address as shown in the records of the WMBA and to the auditor or the person who has been appointed to conduct a review engagement at its business postal address or email address, or if no address, be given then to the last postal address or email address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

Error or Omission in Giving Notice

Anchor The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement,

if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

Article 11: Dissolution

Anchor Upon dissolution of the WMBA and after payment of all debts and liabilities, its remaining property shall be distributed to not-for-profit organizations that carry on their work solely in the province of Ontario, as determined by the Board.