Constitution

CONSTITUTION & BYLAWS OF THE HAMILTON AND DISTRICT BADMINTON ASSOCIATION

ARTICLE I: Name And Purpose Of The Organization

Section 1 The name of this organization shall be the Hamilton and District Badminton Association hereinafter referred to as the “HDBA”.

Section 2: The purposes of this Association are as follows:
• to encourage and assist all persons interested in taking up the sport of badminton,
• to raise awareness of the sport of badminton in the Hamilton and District area,
• to establish a liaison with Hamilton and District high school, college, university and community badminton clubs,
• to organize two local Championships: i) the Hamilton & District Badminton Championships; and ii) the Hamilton & District Badminton Masters Championships, and”
• to promote the sport of badminton for the benefit of the members.

ARTICLE II: Requirements For Membership In The Association

Any and all organizations that operate as a badminton club/group within the Hamilton and District geographic boundary. Membership can include high school, college, university and community badminton clubs/groups. This area encompasses:
~ City of Hamilton – including – Ancaster, Dundas, Stoney Creek, Waterdown/Flamborough;
~ Halton Region (Acton, Burlington, Georgetown, Milton, Oakville, etc);
~ Grimsby (including Beamsville & Vineland); and
~ Norfolk-Haldimand Counties (Caledonia, Hagersville, Waterford, Simcoe, etc.)
~ Brant County (Brantford, Paris, etc.)

ARTICLE III: Powers and Duties of the Executive

Section 1 The business and affairs of the Association shall be managed by the Executive.

Section 2 Each Executive member will act honestly and in good faith with the view to the best interest of the Association and, exercise the care, diligence and skill that a reasonable prudent person would exercise in comparable circumstances.

Each Executive member has three basic duties:
Duty of Diligence (Duty of Care): To act reasonably, and in the organization’s best interest;
Duty of Loyalty: To place the interest of the organization before their own; and
Duty of Obedience: To act within the scope of the organization within applicable rules and laws.

Section 3 The Executive shall plan and direct all activities.

Section 4 The Executive shall have the power to make such rules and regulations and authorize such acts as may be required for contingencies and circumstances not expressly covered by these By-laws. Any changes made may be modified or revoked by a simple majority vote by the Membership at an Annual General Meeting or a special general meeting.

ARTICLE IV: Officers

Section 1 Qualifications necessary to hold office in the H&DBA are as follows:
1. Must be a member in good standing at any Hamilton and District badminton club/organization.
2. Must be the age of consent (19+ years of age.)

Section 2 The affairs of the Association shall be managed by an Executive elected at an Annual General Meeting.

Section 3 The elected officers of the Association shall be the President, Vice-President, Treasurer, Secretary and three (3) to five (5) Directors. (The number of voting members must be odd

Section 4 The position of Past President shall not be an elected position, but one that is ex-officio automatically appointed arising for the period of one year immediately following their term as President, or until the President replacing them has left the office and a new president is voted in. All other executive positions may be ongoing.
Section 5 Membership in this Association shall not be denied to any person on the basis of race, creed, religion, gender, political affiliation, physical disability, sexual orientation or age.

Section 6 Any person who has tendered outstanding service to the Association may be conferred with honorary Executive position upon a majority vote of the Executive.

Section 7 Powers and Duties of Officers:

President

• Preside over the executive meetings,
• Act as the official representative voice of the Association,
• Ensure that the purposes of the Association are achieved,
• Reserve the right to call and schedule all meetings as outlined in the Constitution,
• Reserve the right to delegate responsibility for certain projects or topics to any officers of the Association
• Cast the deciding vote in the case of an equality of votes at any meeting chaired by that individual.

Vice-President

The Vice-President shall preside at Association meetings in the absence of the President. That individual shall perform all legal duties assigned by the President.

Treasurer

• Conduct all of the financial business of the Association,
• Keep an accurate ledger of accounts of all sums of money received and paid out by the Association,
• Give a verbal report and/or interim statement information as requested by the President and/or HDBA Executive, and
• Provide a statement of accounts at the Annual General Meeting.

Secretary

• Keep and maintain the minutes of all meetings within 14 days,
• Provide a copy of those minutes to all Executive members within 7 days of the meetings,
• Act as custodian of all Association correspondence and documents and
• Keep a list of all Clubs/Organizations of the Association
• Act as custodian of all software licenses pertaining to tournament software and maintain copies of the latest versions of said software.

Directors

Each Director shall act in both an advisory and managerial capacity as requested by the President and/or the Executive. The requests could deal with any of the following: communications, tournaments, sponsorships, coaching, promotions and other activities.

Honorary Executive Member

The Honorary Member, if designated, shall act in both an advisory and managerial capacity as requested by the President and/or the Executive. This position has no voting privileges.

Section 9 Any Officer, for just and serious cause, may be suspended or expelled from the Executive by a majority vote of the remaining Executive.

Section 10 In the event that an elected officer is unable to fulfill his/her term of office for any reason,
that officer may be replaced via appointment by the majority vote of the Executive. The Executive shall have the power to delegate all or any of the powers of such Officer to any other Executive member.

ARTICLE V: Executive Meetings

Section 1 Executive meetings shall be scheduled as often as the business shall require at the discretion of the President.

Section 2 Executive meetings should be called with at least (10) ten days prior notice.

Section 3 Business cannot be conducted at a regular meeting unless a quorum is present.
A quorum for those meetings is defined as at least 50% of the Executive present.

Section 4 The President or Vice President shall normally chair the regular meetings.

Section 5 In the absence of both, the Executive shall appoint another member to the chair.

Section 6 Questions arising at any meeting of the Executive shall be decided by a majority of votes cast by those entitled to vote. In case of an equality of votes, the Chairperson shall vote to break the tie.

Section 7 A motion is approved if endorsed by at least a simple majority vote of the quorum.

Section 8 A resolution in writing and signed by the majority of the Executive members, who are entitled to vote on a resolution at a meeting, is as valid as if it had been passed at a meeting of the Executive.

Section 9 Annual General Meeting (AGM)

a.) An AGM shall be held in September to November time period of each year
b.) All members shall be advised of the date, time and location of the AGM at least twenty one days (21 days) in advance.”
c.) Nominations shall be accepted from the floor of the AGM.
d.) The agenda shall consist of the following items:
• Call to order
• Reading of Minutes of past meeting
• Business arising from the Minutes
• Adoption of the Minutes
• Report on past season by President
• Reading and adoption of the financial report
• Appointment of an Accountant
• Correspondence and reports from any committees
• Election of officers for next season
• Motions submitted by members
• Any other business
• Adjournment

Section 10 An Extraordinary General Meeting (EGM) can be called by the majority vote of the total Executive.

ARTICLE VI: Elections

Section 1 Officers shall be elected to a term of (approximately) one year running from the current Annual General Meeting to the next Annual General Meeting.

Section 2 Elections are held at the Annual General Meeting.

Section 3 Voting rights are given to all persons:
• Attending the Annual General Meeting
• Who are members of good standing of a Hamilton & District Badminton Association Club/Organization. [Proof of paid membership required]
• Must be 19 years of old or older

Voting privileges can be extended to a person approved by the Executive on a per individual basis.

Section 4 The election shall be by a show of hands unless a motion has been proposed to hold the vote by secret ballot.

Section 5 If there is a tie on the number of votes for a position as one of the officers and all
parties still wish to go forward for the position, there shall be a further vote at the AGM.
If required, this can be by secret ballot.

Section 6 A motion shall be carried by a simple majority of those present and voting, except when the motion is a constitutional amendment – which shall require at least three-fourths majority.

ARTICLE VII: FINANCE

Section 1 All monies raised by the Association shall be applied to further the purposes of the Association and for no other purpose.

Section 2 The Treasurer is responsible for the finances of the Association. All financial records and investments (eg. bank statements, cheques, term deposits, G.I.C.’S , etc.) must be in the custody of the Treasurer.

Section 3 The funds of the Association shall be lodged at a Bank or Trust company in an account in
the name of the Association.

Section 4 Three members of the Executive shall be designated by the Executive as having authority to sign, draw and endorse, on behalf of and in the name of the association, cheques or bills of exchange and generally to conduct the banking business of the Association. Two of three signatures are required on all cheques. Cheques shall not be issued except where sufficient proof of legitimate expenditures are available through the existence of receipts and other documentation. The Treasurer will enforce this principle.

Section 5 The financial year of the Association shall run from July 1 to June 30.

ARTICLE VIII: Method To Amend The Constitution

Section 1 Amendments to this Constitution may occur during an Annual General Meeting or at a special meeting called for that purpose.

Section 2 The proposed changes to the Constitution must be made known to the membership and the Executive – at least two weeks before the meeting date.

Section 3 Approval by at least three-fourths of the voting members present at the AGM shall pass a proposed change. The change shall be put into effect immediately unless otherwise stipulated in the amendment.

ARTICLE IX: Disbursal Of Organization Assets

Section 1 In the event the Association should be dissolved all remaining assets shall be divided among the charities nominated by the current Executive members with the final approval by the current President.

Section 2 The Association may be disbanded on a resolution passed by two-thirds of its members, at a special meeting convened for that purpose. Members shall have 14 days notice of such a meeting.

Section 3 Where such a resolution is approved, the members shall appoint a committee to ensure that all liabilities are paid (funds permitting) and that any excess is distributed as directed in Section 1 above.

ARTICLE X: Rules Of Order

Section 1 The Association accepts “Robert’s Rules of Order” as its rules of order.

Section 2 Any issue not directly spoken to in this document will be resolved by referring
to Robert’s Rules of Order.

This constitution was approved on October 4, 2006.
This constitution was amended and approved August 1, 2010.

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