Tecumseh Minor Baseball Association By-Laws
Section 1 – General
1.01 Definitions
In this by-law, unless the context otherwise requires:
a. “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
b. “Board” means the board of directors of the Corporation;
c. “By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force;
d. “Chair” means the chair of the Board;
e. “Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;
f. “Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called;
g. “Member” means a member of the Corporation;
h. “Members” means the collective membership of the Corporation; and
“Officer” means an Officer of the Corporation.
1.02 Interpretation
Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
Section 2 – Directors
2.01 Number of Directors
The Board of Directors shall consist of not less than 3 and no more than 13 Directors and Officers.
2.02 Qualifications of Directors
Each Director shall always meet all of the following qualifications to serve on the TMBA Board:
i. A Director must be at least 18 years old
ii. A Director must have the capacity to contract, meaning they cannot:
a. Be declared mentally incapable by a court
b. Be an undischarged bankrupt
iii. A Director has not been convicted of offences involving fraud, dishonesty or any form of child abuse or assault for which a pardon has not been granted.
2.03 Election and Term
The Directors shall be elected by the Members annually at each annual meeting. The Members shall elect the Directors to hold office for a three-year term beginning on the date of election. There is no restriction on the number of terms a Director can serve.
2.04 Vacancies
The office of a Director shall be vacated immediately:
a. if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
b. if the Director dies or becomes bankrupt;
c. if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
d. 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.
2.05 Filling Vacancies
A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor:
a. if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an ordinary resolution;
b. a quorum of Directors may fill a vacancy among the Directors with a term ending at the next scheduled annual meeting.
2.06 Committees
Committees may be established by the Board as follows:
a. 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; and
b. 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.
2.07 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.
Section 3 – Board Meetings
3.01 Calling of Meetings
Meetings of the Directors may be called by the President at any time and any place on notice as required by this by-law.
3.02 Regular Meetings
The Board will hold monthly meetings, no less than ten (10) times per year.
3.03 Notice
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this by-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held.
3.04 Chair
The President shall act as the Chair to preside at Board meetings. In the absence of the President, the Vice-President will act as the Chair.
3.05 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.
3.06 Participating by Telephone or Other Communications Facilities
If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by 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.
3.07 Quorum
A quorum at any meeting of the Board of Directors shall be no less than 51% of the voting members in good standing.
Section 4 – Financial
4.01 Banking
The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.
4.02 Financial Year
The financial year of the Corporation ends on December 31 in each year or on such other date as the Board may from time to time by resolution determine.
4.03 Execution of Contracts
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of the following individuals: the President, Vice-President, or the Treasurer. 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.
Section 5 – Officers
5.01 Officers
The Board shall appoint from among the Directors a President and may appoint any other person to be vice-president, treasurer and secretary at its first meeting following the annual meeting of the Corporation. Officers will serve one-year terms. Two or more offices of the corporation may be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
5.02 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.
5.03 Duties
Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.
5.04 Duties of the President
The president can only be occupied by a person who has served on the TMBA board previously for a minimum of 2 years. The President shall:
1) Call and chair all meetings of the Association including the Annual Meeting.
2) Prepare the agenda for such meetings
3) Be responsible for By-Law commitments
4) Be responsible for the membership abiding by all the motions and decisions passed by the Board.
5) Act as the liaison, or appoint a liaison, with the Town of Tecumseh, to ensure stability as it pertains to the needs of the Association.
6) Perform other such duties for which he/she is required.
5.05 Duties of the Vice-President
The Vice-President role can only be occupied by a person who has served on the TMBA board previously for a minimum of 1 year. The Vice-President role shall:
1) Perform duties of the president in the absence of such person
2) Preside over a meeting involving a protest against the president
3) Perform other such duties for which he/she is required
5.06 Duties of the Treasurer
The Treasurer shall:
1) Be responsible for the financial affairs of TMBA, including, but not limited to the preparation of budget, the dispensing of funds, and the maintenance of proper records and accounts;
2) Monitor expenditures as compared to budgeted expenditures and recommend corrective action when required;
3) Provide a monthly financial report to the Board of Directors and annually to Members at the Annual Meeting;
4) File annual returns and other necessary documents as required;
5) Perform such duties for which he/she is required.
5.07 Duties of the Secretary
The Secretary shall:
1) Record minutes of all meetings, including attendance
2) Keep a true record of all proceedings of the Association without any deletion of minutes and have available at all meetings.
3) Perform such duties for which he/she is required.
Section 6 – Designation of Directors
6.01 Designation of Directors
Each Director shall hold a designation of the portfolio of work they will oversee on behalf of the corporation. The Board may determine the types of portfolios needed to execute the business of the corporation and shall be assigned on a yearly basis. Directors and Officers may hold more than one portfolio at a time.
Section 7 – Protection of Directors and Others
7.01 Protection of Directors
No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation 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 Corporation 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:
a. complied with the Act and the Corporation’s articles and By-laws; and
b. exercised their powers and discharged their duties in accordance with the Act.
Section 8 – Conflict of Interest
8.01 Conflict of Interest
A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation 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 Corporation 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 transactions.
Section 9 – Members
9.01 Members
TMBA shall consist of the following categories of Members:
a) Athlete Members: Any athlete registered in the current season, going from Annual meeting to Annual Meeting. If the member is under the age of 18, one parent or guardian may represent the athlete.
b) Non-Athlete Member: Any individual such as coach, manager, committee member who participates in the official activities on TMBA.
c) Director/Officer: A duly elected or appointed Director/Officer will be a member of the association for the duration of their term.
d) Lifetime Member: The Board of Directors has the ability to appoint Lifetime Members as recognition for their contributions to TMBA.
9.02 Disciplinary Act or Termination of Membership for Cause
a. 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.
b. 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 or request an in-person discussion during a Board meeting opposing the disciplinary action or termination. The Board shall consider the written submission or in-person discussion with the Member before making a final decision regarding disciplinary action or termination of Membership.
Section 10 – Member’s Meetings
10.01 Annual Meeting
The annual meeting shall be held on a day and at a place within Tecumseh, 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, and other financial information required by the By-laws or articles.
The business transacted at the annual meeting shall include:
a. receipt of the agenda;
b. receipt of the minutes of the previous annual and subsequent special meetings;
c. consideration of the financial statements;
d. election of Directors; and
e. 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.
10.02 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:
a. each Member shall be entitled to one vote at any meeting;
b. 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;
c. if there is a tie vote, the chair of the meeting shall cast the final vote and;
d. whenever a vote by show of hands is taken, 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.
Section 11 – Amendment of By-laws
11.01 Amendments to By-Laws
The Board may from time to time in accordance with the Act amend or repeal and replace this By-law.
Enacted August 23rd, 2026
End of Document