Constitution — Windsor Clippers Jr. B Lacrosse

Greater Windsor Lacrosse, Inc.

Bylaws

October, 2024

A. Introduction

A.1 Name. The name of this organization is Greater Windsor Lacrosse, Inc. (the

“Corporation”).

A.2 Governing Law. The Corporation is an Ontario not-for-profit corporation subject to the

Not-for-Profit Corporations Act, 2010, S.O. 2010, c.15 (the “Act”)

A.3 Purpose. The Corporation is the governing body for Junior box lacrosse in Greater

Windsor for the purpose of regulating and promoting the sport of lacrosse in the Greater

Windsor area.

A.4 Compliance. All persons participating in, playing for, volunteering for, or operating the

Corporation shall be required to abide by all rules and regulations of, and decisions assessed

by, (i) the Corporation, (ii) the Ontario Lacrosse Association, and (iii) the Canadian Lacrosse

Association.

A.5 Registered Office. The registered office of the Corporation will be located within the

Province of Ontario.

A.6 No Gain for Members. The Corporation will be carried on without the purpose of gain

for its members and any profits or other accretions to the Corporation will be used in

promoting its objects.

A.7 Ruling on Bylaws. Except as provided in the Act, the Corporation’s board of directors

(the “Board”) will have the authority to interpret any provision of these bylaws that is

contradictory, ambiguous, or unclear, provided such interpretation is consistent with the

objects of the Corporation.

B. Executive Officers and Directors.

B.1 Executive Officers. The executive officers (the “Executive Officers”) of the

Corporation are as follow:

1. President/General Manager

2. Vice-President

3. Treasurer

4. Equipment Director

5. Director of Sponsorships

6. Director of Player Personnel

7. Bingo Director

8. Booster Director

B.2 Executive Officers are Directors. The Executive Officers are also the directors

(“Directors”) of the Corporation. Any reference to “Director”, “Directors”, or “Board” includes

the Executive Officers.

B.3 Board Composition. The Corporation will have eight (8) Directors, being the eight (8)

Executive Officers. The Board may in the future authorize (i) “at-large” Directors (“At-Large

Directors”), and (ii) additional Executive Officers, provided that the total number of Directors

shall not exceed twenty (20).

B.4 Directors to Manage the Corporation. The Directors of the Corporation will manage

the activities and affairs of the Corporation. The Directors will be the sole operators of the

Corporation’s Junior lacrosse team, and the Directors will be solely responsible for coach

selection and dismissal.

B.5 Directors - Election and Term. The Directors will be elected by the Members each

year at the annual general meeting of members (the “AGM”). The term of office of the Directors

will be approximately two (2) years commencing on the date of the AGM at which they are

elected or appointed and continuing until the second AGM following their election or

appointment, or such longer period until their successors are elected or appointed. Directors

may serve consecutive terms. The Directors will be elected as follows:

(i) At AGMs held in respect of fiscal years ending in odd years, the Members will

elect the President/General Manager and the Treasurer/Secretary.

(ii) At AGMs held in respect of fiscal years ending in even years, the Members will

elect the Vice-President/Director of Fundraising, the Director of Bingos/Lotteries, and

the Director of the Booster Club.

B.6 Vacancies. The office of a Director shall be vacated immediately (i) 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;

(ii) if the Director dies or becomes bankrupt, (iii) if the Director is found to be incapable by a

court or incapable of managing property under Ontario law, or (iv) 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, for reasons including but not limited to (i) illegal acts,

embezzlement or unsportsmanlike behavior, or (ii) missing of three Board meetings without

just reason. Any Director removed in this manner would be banned from holding any position

within the Greater Windsor Lacrosse Association for three (3) years from the date of removal.

B.7 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: (i) if the vacancy occurs as a result of the Members removing a

Director, the Members may fill the vacancy by an ordinary resolution; or (ii) a quorum of

Directors may fill a vacancy among the Directors.

B.8 Remuneration of Directors. The Directors shall serve as such without remuneration

and no Director shall directly or indirectly receive any profit from occupying the position of

Director; subject to the following: (i) Directors may be reimbursed for reasonable expenses they

incur in the performance of their Directors’ duties; (ii) Directors may be paid remuneration and

reimbursed for expenses incurred in connection with services they provide to the Corporation

in their capacity other than as Directors, provided that the amount of any such remuneration or

reimbursement is: (a) considered reasonable by the Board; (b) approved by the Board for

payment by resolution passed before such payment is made; and (c) in compliance with the

conflict of interest provisions of the Act.

B.9 Responsibilities. The responsibilities of the Executive Officers and At-Large Directors

(if any) are set out in Schedule A to these bylaws. The Board may update and amend these

responsibilities, in which case the Board would amend Schedule A accordingly.

B.10 President/General Manager as Chair. The President/General Manager shall also serve

as the chair of the Board (the “Chair”).

B.11 President/General Manager - Qualifications. The President/General Manager must

be a person who has previously served a full two-year term as a Director.

B.12 Committees. 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.

B.13 Re-Named and New Executive Offices. The Board may re-name any of the current

executive offices and may establish new executive offices as it may deem appropriate in the

best interests of the Corporation, and the persons holding such offices shall be Executive

Officers and Directors, provided that the number of Directors does not exceed twenty-five (25)

B.14 Non-Exclusive. A Director may work with another group for the purpose of promoting,

financing, or supporting in general the cause of lacrosse, but such Director does so on his or

her own behalf and not on behalf of the Corporation, and he or she will be solely responsible to

the rest of the Board for that other group’s actions.

C. Board Meetings

C.1 Chair. The President/General Manager shall preside as Chair at Board meetings. In the

absence of the Chair, the Directors present shall choose one of their number to act as the

Chair.

C.2 Regular Meetings. The Board board will meet quarterly. The Board will set the place

and time of regular Board meetings and send that information to the Directors, and no other

notice shall be required for any such meetings.

C.3 Notice of Board Meetings. Notice may be delivered electronically and/or posted on

the Corporation’s website.

C.4 Calling Other Board Meetings. Meetings of the Directors may be called by the Chair

or any three (3) Directors at any time and any place on not less than forty-eight (48) hours of

notice before any vote may take place.

C.5 Calling Emergency Board Meeting. When absolutely necessary, the Chair may call an

emergency meeting with as much notice as possible in the circumstances.

C.6 Quorum at Board Meetings. Three (3) Directors shall constitute a quorum of the

Board. at any meeting of the Board

C.7 Voting. Each Director has one vote, subject to a requirement that the Director be in

good standing. For purposes of this provision, “good standing” shall mean that a Director has

attended at least 50% of the Board meetings in that fiscal year. Questions arising at any Board

meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall

not have a second or casting vote. The Past-President has a vote for only the first year after he

or she has ceased being President.

C.8 No Proxy Voting. Proxy voting is not permitted.

C.9 Meetings To Be In-Person Unless Otherwise Authorized. Board meetings are to be

in-person unless otherwise specifically authorized by the Board. The Board may authorize

otherwise and a meeting of Directors may be held entirely by one or more telephonic or

electronic means or by any combination of in-person attendance and by one or more

telephonic or electronic means, provided that all persons attending the meeting are able to

communicate with each other simultaneously and instantaneously. A person who, through

telephonic or electronic means, attends a meeting of Directors is deemed for the purposes of

the Act to be present at the meeting.

C.10 Standard Order of Business. All regularly scheduled Board meetings will be

conducted under the following “Order of Business” guidelines:

1. Opening of Business (President/General Manager)

2. Submission of Minutes of Previous Meeting (Treasurer/Secretary)

3. Reading of Reports

4. Discussion of Reports

5. Old Business - Follow-Up

6. New Business

7. Meeting Closing

D. Financial Matters

D.1 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.

D.2 Financial Year. The financial year of the Corporation ends on September 30 in each

year or on such other date as the Board may from time to time by resolution determine.

E. Protection of Directors and Others

E.1 Protection of Directors and Executive Officers. No Director, Executive Officer, or

committee member of the Corporation is liable for the acts, neglects or defaults of any other

Director, Executive 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 complied

with the Act and the Corporation’s articles and bylaws and exercised their powers and

discharged their duties in accordance with the Act.

E.2 Insurance. The Corporation is authorized to maintain insurance that protects the

Directors, and Executive Officers against all risks associated with the proper exercise of their

duties, should the Directors elect to maintain such insurance.

F. Conflict of Interest

F.1 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 transaction.

G. Membership

G.1 Members. The members of the Corporation (the “Members”) shall consist of (i) the

Executive Officers and other Directors of the Corporation, and (ii) anyone else approved for

membership by the Board, including those persons interested in furthering the Corporation’s

purposes who have been approved for membership by the Board and those persons playing,

volunteering, or operating the Corporation who have been approved for membership by the

Board.

G.2 One Class. The Members shall vote as a single class with each Member having one

vote at any meeting of the Members.

G.3 Membership. A membership in the Corporation is not transferable and automatically

terminates if the member resigns or such membership is otherwise terminated in accordance

with the Act or these bylaws.

G.4 Membership - Limited Authority. The Members of the Corporation have the following

powers:

(i) to appoint an auditor to conduct an audit or financial review if an audit or

financial review is required by the Act;

(ii) to amend the bylaws;

(iii) to elect the Directors and Executive Officers; and

(iv) to do anything specifically required to be done by members as explicitly required

by the Act or as set out in these bylaws.

G.5 Membership Termination and Discipline. Upon fifteen (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 bylaws. 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 five (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.

H. Member Meetings

H.1 Annual General Members’ Meeting. The annual general meeting (the “AGM”) will,

whenever possible, be held within thirty (30) days of the Corporation’s fiscal year end

(September 30th).

H.2 Notice for AGM. Public notice should be given thirty (30) days in advance of the AGM

but, subject to the Act, not less than ten (10) and not more than fifty (50) days in advance of the

AGM, and in the manner specified in the Act. Notice may be made by text, email, and/or by

posting all relevant information on the Corporation’s website.

H.3 Quorum. Five (5) Members shall constitute a quorum at any meeting of the Members,

including an AGM. If a quorum is present at the opening of a meeting of the Members, the

Members present may proceed with the business of the meeting even if a quorum is not

present throughout the meeting.

H.4 AGM Business. The AGM 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 (5) business days

(or other number of days that may be further prescribed in regulations) before the AGM, with a

copy of the approved financial statements and the audit or financial review engagement report

required by the Act. The business transacted at the AGM shall include:

(i) receipt of the agenda;

(ii) receipt of the minutes of the previous annual and subsequent special meetings;

(iii) consideration of the financial statements;

(iv) report of the auditor or person who has been appointed to conduct a review

engagement;

(iv) reappointment or new appointment of the auditor or a person to conduct a

review engagement for the coming year;

(v) election of Directors and Executive Officers; and

(vi) such other or special business as may be set out in the notice of meeting.

H.5 Limited Member Rights. No other item of business may be raised by a Member unless

a Member has given notice to the Corporation of any matter that the Member proposes to raise

at the meeting in accordance with the Act, so that such item of new business can be included

in the notice of annual meeting.

H.6 No Proxy Voting. Proxy voting is not permitted.

H.7 Meetings To Be In-Person Unless Otherwise Authorized. Meetings of the Members,

including AGMs, are to be in-person unless otherwise specifically authorized by the Board. The

Board may authorize otherwise and a meeting of the Members may be held entirely by one or

more telephonic or electronic means or by any combination of in-person attendance and by

one or more telephonic or electronic means, provided that all persons attending the meeting

are able to communicate with each other simultaneously and instantaneously. A person who,

through telephonic or electronic means, attends a meeting of the Members is deemed for the

purposes of the Act to be present at the meeting.

H.8 Special Meetings. The Directors may call a special meeting of the Members. Members

may also request a special meeting of the members, and 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, and the Board shall honour such Member request by

promptly calling a special meeting.

H.9 Special Meeting Notice. Subject to the Act, not less than ten (10) and not more than

fifty (50) days written notice of any special Members’ meeting shall be given in the manner

specified in the Act. 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.

H.10 Chair of Member Meetings. The Chair (being the President/General Manager and

Chair of the Board) shall also preside as the chair at all meetings of the Members, including

AGMs. In the absence of the Chair, the Members present shall choose the chair.

H.11 Voting. Business arising at any Members’ meeting shall be decided by a majority of

votes unless otherwise required by the Act or these bylaws 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. 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.

H.12 Persons Entitled to be Present. The only persons entitled to attend a Members’

meeting are the Members, the Directors, the auditor or the person who has been appointed to

conduct a review engagement of the Corporation, if any, and others who are entitled or

required under any provision of the Act or the articles or the bylaws of the Corporation to be

present at the meeting. Any other person may be admitted only if invited by the Chair of the

meeting or with the majority consent of the Members present at the meeting.

I. Notices for Member and Board Meetings.

I.1 Email and Text Notice is Acceptable. Any notice required to be sent to any Member

or Director or Executive Officer or anybody else entitled to receive notice pursuant to the Act

may be delivered in the traditional form or electronically, including by email or text or as may be

otherwise developed. Materials relevant to the notice may also be posted by the Corporation

on the Corporation’s website.

I.2 Error or Omission in Giving Notice. Failure to give timely notice to any person entitled

to receive notice shall not invalidate any action taken at any meeting to which the notice

pertained provided a quorum was achieved at any such meeting and the meeting, with a valid

quorum, conducted business, and further provided that the failure to give timely notice was not

intentionally deigned to subvert the interests of any Member. Director, or Executive Officer.

J. Amendment of Bylaws

J.1 Members Amend Bylaws. Subject to the provisions of the Act, the Corporation’s

bylaws can only be amended by the Members at an AGM. Members must submit proposed

changes to these bylaws in advance of any Member meeting. Proposals for amendments to

these bylaws to be made at an upcoming AGM must be received in writing not less than two

(2) months prior to the end of the Corporation’s fiscal year. Proposed changes to the bylaws

must include (i) a note explaining why the proposed change is in the best interests of the

Corporation, and (ii) confirmation signed by a second Member that the second member

supports the proposed changes.

K. Dissolution

K.1 Dissolution. Upon dissolution of the Corporation and after payment of all debts and

liabilities, the remaining property of the Corporation shall be distributed or disposed of to

charitable organizations or not-for-profit organizations the objects of which are beneficial to the

lacrosse community.

L. Adoption of These Bylaws

L.1 Ratification. These Bylaws were ratified by the Members of the Corporation at a

meeting of Members duly called and held on October _______, 2024.

L.2 Repeal of Prior Bylaws. In ratifying these Bylaws, the Members of the Corporation

repealed all prior bylaws of the Corporation provided that such repeal does not impair the

validity of any prior action done pursuant to the repealed bylaws.

SCHEDULE A

EXECUTIVE OFFICERS AND AT-LARGE DIRECTORS — RESPONSIBILITIES

1. President

• To call and preside over meetings of the corporation

• To cast tie breaking votes

• Delegates duties to Officers of Greater Windsor Lacrosse

• Chair discipline committee

• Represents Greater Windsor Lacrosse at OLA council meetings, conventions, and other

organizations’ conventions or conferences.

• Signing officer of Greater Windsor Lacrosse’s accounts, contracts, etc.

• Co-ordinates the affairs of Greater Windsor Lacrosse

• To be a liaison between the players, coaching staff, team personal, and board members.

• To prepare transportation for games and player movement.

• To represent Greater Windsor Lacrosse at OLA council meetings, conventions, and other

organizations’ conventions or conferences.

• Responsible for registration of players and officials of Greater Windsor Lacrosse.

• Responsible for referee pay and liaison with OLA.

• Responsible for player development and scouting duties.

• To promote the game of lacrosse by using all forms of media and Communications.

2. Vice President

• To fill in on duties in the absence of the President

• To represent Greater Windsor Lacrosse at OLA council meetings, conventions, and other

organizations’ conventions or conferences.

• To assist in the general operation of the organization.

• Monitor operations of councils, and Greater Windsor Lacrosse committees.

• Home game responsibilities.

• Signing officer of Greater Windsor Lacrosse’s accounts

• To promote the game of lacrosse and will create and be responsible for fund raising and

marketing programs.

• Prepare budget of proposed and up and running fund raising programs and present at

monthly board meetings.

3. Treasurer

• To be responsible for bookkeeping system-Accounts payable, accounts receivable.

• Signing officer of Greater Windsor Lacrosse accounts.

• To present monthly financial statements.

• To supply year-end financial reports.

• To steward the budget.

• Prepares budget for submission to Greater Windsor Lacrosse.

• Oversee all financial activity

• To record all meetings minutes and supply same to all members.

• To archive all correspondence.

• Notify all members of meetings and provide agenda for same.