Constitution

Mission


SportHamilton is dedicated to the development and promotion of quality amateur sport for all in the Hamilton community.

Vision


SportHamilton is the leading community Sport Council in Ontario.

Goals

To enhance sport development through the provision of participation and education opportunities for athletes, coaches, officials and sport organizers/volunteers.

To celebrate sport participation and the achievements of the Hamilton sport community.

To achieve financial stability, sustainability and future effectiveness through the development and implementation of sound financial plans.

To increase community awareness of the resources, activities, services and support provided by SportHamilton through effective communication.

SportHamilton Code of Conduct

Members of SportHamilton will work together at all times to ensure that its functions and commitments are met and exceeded. SportHamilton Members will:

  • Trust and support one another as individuals;
  • Actively participate and provide honest, constructive feedback;
  • Share expertise, information and resources;
  • Be ambassadors/advocates for SportHamilton;
  • Work together in a cooperative environment;
  • Be open to and embrace change;
  • Celebrate achievements;
  • Demonstrate the responsibilities, privileges and values of leadership.

SportHamilton Constitution and Bylaws

Article 1 – Name

  • These Bylaws relate to the general conduct of the affairs of the Hamilton Sports Council, a corporation incorporated under the Ontario Business Corporations Act (the “Act”), and hereafter referred to as “SportHamilton” in these Bylaws.

Article 2 – Objective

  • To enable sport groups and associations to create, deliver, exchange and coordinate programs and initiatives which serve the Hamilton community, hereafter referred to as the “Community”.
    • To develop and promote quality amateur sport in the Community.
    • To build partnerships with sport groups and associations who provide sport opportunities in the Community.
    • To advocate and represent the interests of said associations to other sport, recreation and interested individuals and organizations, including Municipal Government and grant agencies.


Article 3 - Fiscal Year

  • The fiscal year-end of SportHamilton will be December 31.

Article 4 – Membership

  • Any sport association, team or group from the Community that registers with  SportHamilton according to its policies and procedures, will be a Member  thereof.
    • A sport group which is not affiliated with a local sport association or registered with the City of Hamilton, and seeks to become a member of SportHamilton may make special Current Board members.
    • An individual nominated and approved by a vote of the incumbent board members.
    • An individual who has been deemed an “Honourary Member” by resolution of the Board.  An Honourary Member has no voting privileges.

Article 5 – Meetings of Member

  • Meeting of members will include the Annual General Meeting and other General meetings as may be called.
  • The Annual General Meeting will be held each year within 6 months from the end of the fiscal year.
  • Each member will be provided written notice, at least 30 days in advance, stating the date, time, location and order of business of the Annual General Meeting.
  • An individual representing a Member sport association must be a member-in-good-standing of that sport association, and must provide notice in writing to the President of SportHamilton that they will attend the Annual General Meeting of SportHamilton.
  • A General Meeting may be called by the President of SportHamilton.  Each member will be provided written notice, 14 days in advance, stating the date, time, location and order of business of the General Meeting.  The meeting will only transact business as stated in the notice of meeting, unless there is unanimous consent of the voting members present to conduct other business.
  • A General Meeting may also be called by the Board of Directors upon receiving a written request signed by 25 Members.  The meeting must be held within 30 days of receiving such requisition, and will only transact business as stated in the notice of meeting.
  • At meetings of Members, each Member is entitled to one vote.
  • Unless specified otherwise, questions at meetings of Members will be decided by a majority vote.  A tie vote fails.  Voting will be by a show of hands unless a majority of Voting Members approve a secret ballot.
  • Quorum for a meeting of Members is those Members present in person who represent not less than one-third of members registered to attend the meeting.
  • Quorum for a meeting of Members is 50% plus one.
  • A meeting of Members may be adjourned from time to time and from place to place, however unfinished business will be carried over to the next meeting.
  • Meetings of Members will be conducted according to the current edition of Robert’s Rules of Order.


Article 6 – Board of Directors

Composition of the Board

  • A Board of not more than twenty (20) Directors, elected from the membership,  shall manage the affairs of SportHamilton.
    • Where the position of an elected Director becomes vacant for whatever reason, the Board may appoint a qualified individual to fill the vacancy for the balance of the term of office of the original Director.
    • A Director may resign from the Board at any time by presenting a notice of resignation to the President of SportHamilton. This resignation will become effective on the date the Board approves the request.
    • Should a Director miss two consecutive meetings in one Council  year without prior explanation to the President, the Director will receive written notification from the Executive.

Election of Director

  • Any individual who is 18 years of age or older, who is a resident of the Hamilton area and/or involved in a Hamilton based sport association, who is a member in good standing of SportHamilton may be nominated for election as a Director.
  • The election of Directors will take place at the Annual General Meeting by those Members present and eligible to vote.  The election will be done by secret ballot.


Length of term

  • Directors who are elected will serve terms of two years, on a staggered basis, whereby half are elected in odd-numbered years and half are elected in even-numbered years.

Powers of the Board

  • Except as otherwise provided in the Act or these Bylaws, the Board has the powers of SportHamilton and may delegate any of its powers, duties and functions to committees.
  • The Board may make policies and procedures for managing the affairs of SportHamilton in accordance with the Act and these Bylaws.
  • The Board may make policies and procedures relating to the management of disputes within SportHamilton and all disputes will be dealt with in accordance with such policies and procedures.
  • The Board may employ or engage under contract such individuals as it deems necessary to carry out the work of SportHamilton.

Meetings of the Board

  • The Board of Directors will meet no less than four times per year.
  • The meetings of the Board will be at the call of the President.  Three Directors may call a meeting in the event the President is unable to perform his/her duties.
  • Written notice of Board Meetings will be given to all Directors at least 14 days prior to the Meeting.
  • At Meetings of the Board of Directors, each Director will have one vote. Unless specified otherwise, questions at Meetings of Directors will be decided by a majority vote, where a tie vote fails.
  • Quorum for a meeting of Directors is those Directors present in person who represent a majority of Directors.
  • A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology as determined by the President and accepted by a majority of Directors.
  • Meetings of the Board will be open to the public (telephone conference calls excepted) or decided otherwise by a resolution of the Board.
  • The SportHamilton Code of Conduct shall guide each Director. Failure to comply may result in sanction by the Board of Directors, which may include removal as Director.

Article 7 – Officers

  • The Officers of SportHamilton are the President, the 1st Vice President, the 2nd Vice President, and the Treasurer.
  • Officers will serve terms of two years or until the Officer’s successor is elected. The President and 2nd Vice - President are elected in even years; the 1st Vice-President and Treasurer are elected in odd years.
  • Officers are appointed by resolution of the Board at the Board’s first meeting following the Annual General Meeting. Only elected Directors are eligible to serve as officers.
  • The duties of the Officers are as follows:
    • The President will be responsible for the general supervision of the affairs and operations of SportHamilton, will preside at the Annual and Special General Meetings of SportHamilton and at meetings of the Board, will be the spokesperson for SportHamilton, and will perform such other duties as may from time to time be established by the Board;
    • The 1st Vice- President will support and assist the President in all duties and exercise the powers of the President in the absence or disability of the President, and will perform such other duties as may from time to time be established by the Board;
    • The 2nd Vice-President will cause to be kept proper documentation of all official documents and records of SportHamilton, will be responsible for the documentation of all amendments to SportHamilton’s Bylaws, and will perform such other duties as may from time to time be established by the Board;
    • The Treasurer will cause to be kept proper accounting records as required by the Act, shall supervise the deposit, management and disbursement of the funds of SportHamilton, and when required will provide the Board with an account of financial transactions and the financial position of SportHamilton.
  • Where the position of an Officer becomes vacant for whatever reason, the Board may appoint a qualified Director to fill the vacancy for the remainder of the Officer’s term.
    • The terms and employment and remuneration of all officers elected or appointed by the Board (including the President) shall be determined from time to time by resolution of the Board.

Article 8 – Committees
Executive Committee

  • The Executive Committee will consist of the Officers of SportHamilton and two Directors at Large. The Executive Committee will have responsibility to oversee the implementation of Board policies during intervals between meetings of Directors, to deal with urgent matters arising between meetings of Directors, and to perform such other duties as may from time to time be prescribed by the Directors.
  • The Directors at Large will support and assist the Officers and will perform such other duties as may from time to time be established by the Board.

Nominating Committee

  • The Nominating Committee will be appointed by the Board annually and will consist of three Directors, two of whom will be Directors who are not up for election at the next Annual General Meeting.
  • The Nominating Committee will be responsible to solicit nominations for election to the Board of Directors, and will be responsible to circulate valid nominations to all voting members at least 30 days prior to the Annual General Meeting. There will be no nominations from the floor of the Annual General Meeting. 



Other Committee

  • The Board may appoint such other committees as it deems necessary for managing the affairs of SportHamilton and may appoint members of committees, may prescribe the duties of committees, and may delegate to any committee any of its powers, duties, and functions except where prohibited by the Act or these Bylaws.  The Board may appoint members of the community at large to committees where it deems appropriate.

Procedures for all Committee

  • The Board will establish written terms of reference for all committees.
  • The Board will appoint the Chair of each committee who will report to the Board.
  • The Executive Committee will appoint one of its members to sit on each committee.
  • A quorum for any committee will be the majority of its members.
  • When a vacancy occurs on any committee, the Board may appoint an individual to fill the vacancy for the remainder of the committee’s term, provided this individual satisfies any qualifications for the membership of the committee as specified in these bylaws or SportHamilton’s policies and procedures.
  • The Board may remove any member it has appointed to any committee with due cause.

Article 9 – Financial Review and Annual Reports

  • Auditors will be appointed and approved by the membership at the Annual  General Meeting in the event that the annual operating budget of SportHamilton  exceeds $100,000.  When the operating budget is less than $100,000, the  Treasurer will meet quarterly with three Board Members who are not Officers of  SportHamilton to review the financial position of the corporation.
  • The Treasurer will present the financial statements of SportHamilton to the   membership at the Annual General Meeting.
  • The Officers will present to the membership at each Annual General Meeting a    written report of their activities in the previous fiscal year.

Article 10 – Borrowing Powers

  • The Board of Directors may from time to time borrow money on credit of  SportHamilton; may issue, sell or pledge securities of SportHamilton; and may  charge, mortgage, hypothecate or pledge all or any of the real or personal property  of SportHamilton including book debts, rights, powers, franchise and  undertakings to secure securities or any borrowed or other debt or any other  obligation or liability of SportHamilton.

Article 11 – Financial Policies


  • The banking business of SportHamilton, or any part thereof, will be  transacted with such banks, trust companies or other financial institutions as  the Board may designate, appoint or authorize from  time to time.
  • The signing authorities for SportHamilton shall be the President, the second Vice-President and the Treasurer.  The signatures of two signing authorities are  required for all financial transactions, contract and documents conducted in the  name of SportHamilton.

Article 12 – Indemnification

  • SportHamilton will indemnify and hold harmless out of its funds each Director and Officer from and against any and all claims, demands, actions, or costs that may arise or be incurred as a result of occupying the position or performing the duties of a Director or Officer.
  • SportHamilton will not indemnify a Director or Officer or any other individual for acts of fraud, dishonesty, or bad faith.
  • SportHamilton shall purchase and maintain insurance for the benefit of its Directors and Officers.


Article 13 – Conflict of Interest

  • A Director, Officer, or member of a committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with SportHamilton will disclose fully and promptly the nature and extent of such interest to the Board or committee, as the case may be; will refrain from voting or speaking in debate on such contract or transaction; will refrain from influencing the decision on such contract or transaction; and will otherwise comply with the requirements of the Act regarding conflict of interest.


Article 14 – Notice

  • In these Bylaws, written notice will mean notice that is hand-delivered, faxed, e-mailed, or provided by mail or courier to the address of record of SportHamilton, the Director or the Member, as the case may be.
  • Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or e-mailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five days after the date the mail is post-marked.
  • The accidental omission to give notice of a Meeting of the Directors or Members, the failure of any Director or Member to receive notice, or an error in any notice that does not affect its substance will not invalidate any action taken at the Meeting.

Article 15 – Amendments

  • The constitution of SportHamilton will be reviewed every two years by a committee of the Board.
    • The Bylaws of SportHamilton may only be amended, revised, repealed, or added to by a majority resolution of the Board of Directors and affirmed by a two-thirds vote of the Voting Members present in person or by proxy at an Annual or General Meeting duly called for the purpose of amending, revising, repealing or adding to the Bylaws. Notice of the Meeting of Members where such amendments are to be made must include details of the proposed resolution to change the Bylaws.

Article 16 – Dissolution

  • Upon the dissolution of SportHamilton and after the payment or making provisions for the payment of all debts or liabilities, a majority resolution of the Directors will dispose of the remaining assets and property to the City of Hamilton Culture and Recreation Department whose objects closely coincide with those of SportHamilton.


Article 17 – Interpretation

  • Except as provided in the Act, 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 Act and the objects of the  Corporation. 



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