HGHA By-Laws 2024/2025
Association: Huntsville Girls Hockey Association
By-laws Revision Date:May 9, 2024
20 Park Drive,Huntsville, ONP1H1P5
hgha@hotmail.ca
www.huntsvillegha.com
Objectives of Huntsville Girls Hockey Association
1) To promote, develop opportunities and provide a fun, inclusive, safe and competitive
hockey, regardless of skill or ability.
2) To provide an environment that builds solid friendships through teamwork, respect and
integrity.
OPERATIONS BY-LAWS
GENERAL
1.1 Purpose-
These By-Laws relate to the general conduct of the affairs of The Huntsville Girls Hockey
Association.
1.2 Definitions- The following terms have these meanings in these By-Laws:
a) Act- Ontario Corporations Act, 1990 or any successor legislation
b) Auditor- a certified individual or public accounting firm appointed by the Board at the Annual
Meeting to audit the books, accounts, and records of the association for a report to the
Members at the next Annual Meeting in accordance with theAct.
c) Board- the Board of Directors of the Huntsville Girls Hockey Association.
d) HGHA and/or Association- The Huntsville Girls Hockey Association
e) Date of Notice- 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 emailed,
or in writing where the notice is couriered, or in the case of notice that is provided by mail, five
(5) days after the date the mail is postmarked
f) Days- days including weekends and holidays.
g) Director- an individual elected or appointed to serve on the Board pursuant to these
By-Laws.
h) Error in Notice- The accidental omission to give notice of a meeting of the Board or of the
Members, the failure of any Director or Member to receive notice, or an error in any notice which
does not affect its substance will not invalidate any action taken at the Meeting.
i) Members- members of the association in accordance with this By-Law and who have not
ceased to be members and includes Voting Members and Non-Voting Members.
j) Officer- an individual elected or appointed to serve as an Officer of the association pursuant
to these By-Laws.
k) Ordinary Resolution- a resolution passed by a majority of the votes cast on that resolution.
l)OWHA-means Ontario Women's Hockey Association, a corporation governed by the laws of
Onatrio and Canada. It is the sport governing body for women's hockey in Ontario.
m) Hockey Canada- a corporation governed by the laws of Canada. It is the sport governing
body for hockey in Canada.
n) Special Resolution- a resolution passed by not less than two-thirds of the votes cast on that
resolution.
o) Written Notice- In these By-Laws, written notice will mean notice which is hand-delivered or
provided by mail, fax, electronic mail, or courier to the address of record of the individual,
Director, Officer, or Member, as applicable.
1.3 Registered Office- The registered office of HGHA will be located within the municipality of
Huntsville Ontario.
1.4 No Gain for Members- HGHA will be carried on without the purpose of gain for its Members
and any profits or other accretions to HGHA will be used in promoting its objectives.
1.5 Ruling on By-Laws- Except as provided in the Act, the Board will have the authority to
interpret any provision of these By-Laws that is contradictory, ambiguous, or unclear,provided
such interpretation is consistent with the objects of HGHA.
1.6 Conduct of Meetings- Meetings of Members and meetings of the Board will be conducted in
accordance with recognized standards as determined by the Board.
1.7 Interpretation- Words importing the singular will include the plural and vice versa,words
importing the masculine will include the feminine and vice versa, and words importing persons
will include bodies corporate. Words importing an organization name,title, or program will
include any successor organizational name, title, or program.
1.8 Affiliations- HGHA is a member of OWHA and a member of Hockey Canada. As such, it is
bound by and will operate in compliance with the applicable By-Laws,rules, regulations, policies
and procedures of OWHA and Hockey Canada.
1.9 Dissolution - In the event that HGHA ceases to exist, the net assets from liquidation shall go
to Muskoka Children's Foundation
II MEMBERSHIP
Membership Dues, Duration and Classes
2.1 Year- The membership year of HGHA will end following the AGM unless otherwise
determined by the Board. OWHA membership year is May 1- April 30.
2.2 Dues- Membership and registration fees will be set by the Board of Directors on an annual
basis.
2.3 Duration- Membership duration is accorded on an annual basis as defined in 2.1.
2.4 Classes of Membership- There will be one (1) class of voting membership, the members of
which are called “Voting Members” and one (1) class of non-voting membership, the members
of which are called “Non-Voting Members”.
2.5 Voting Membership- An individual is automatically deemed to be a Voting Member in any of
the following situations:
a) a Director, for so long as he or she remains a Director
b) a rostered individual who is 18 years of age or older, for the duration of the current season
c) a Parent or Legal Guardian whose child (children) is (are) under the age of 18 and is (are)
registered as a player with HGHA, for the duration of the current season. There is one vote for
every member.
2.6 Non-Voting Membership- A player or staff member who is a non HGHA member is
automatically deemed to be a Non-Voting Member for the duration of the current season.
Ie. a coach duly registered to another association or a player with additional player status from
another association.
Admission and Renewal of Members
2.7 Admission of Members- Any candidate will be admitted as a Member or renewed as a
Member if:
a) The individual makes an application for membership in a manner prescribed by the Board;
b) The individual has paid fees and is a member in good standing of HGHA, OWHA and Hockey
Canada
c) The individual agrees to uphold and comply with HGHA’s governing documents;
d) The individual meets any other condition of membership determined by the Board;
e) The individual has met the applicable definition listed in Section 2.4; and
f) Membership in HGHA is non-transferable
2.8 Termination- Membership in the association will terminate immediately upon:
a) The expiration of the Member’s annual membership unless renewed in accordance with
these By-Laws;
b) The Member fails to maintain any of the qualifications or conditions of membership described
in Section 2.7 of these By-Laws;
c) Resignation by the Member by giving written notice to HGHA
d) Dissolution of the association.
2.9 Good Standing- A Member will be in good standing provided that the Member:
a) Has not ceased to be a Member of HGHA;
b) Has not been suspended or expelled from membership, or had other membership restrictions
or sanctions imposed;
c) Has complied with the By-laws, policies, and rules of HGHA;
d) Is not subject to a disciplinary investigation or action by HGHA, OWHA or Hockey Canada, or
if subject to disciplinary action previously, has fulfilled all terms and conditions of such
disciplinary action to the satisfaction of the Board; and
e) Has paid all required membership fees to HGHA.
2.10 Cease to be in Good Standing- Members that cease to be in good standing, as determined
by the Board will not be entitled to vote at meetings of the Members or be entitled to the benefits
and privileges of membership until such time as the Board is satisfied that the Member has met
the definition of good standing.
2.11 Rights of Membership- A Member in good standing has the following rights and privileges
of membership:
a) to receive notice of, and to attend, all General Meetings
b) to make or second motions at a General Meeting and to speak in debate motions under
consideration in accordance with Call to Order or such rules of order as may be adopted by the
Board
c) to exercise a vote on matters for determination at General Meetings
d) may serve on committees of the HGHA, as invited
e) may nominate individuals for election to the Board, in accordance with this By-Law
f) may be nominated, if eligible, to stand for election as a Director of the HGHA, in accordance
with this By-Law
g) may participate in the programs and initiatives of the HGHA, in accordance with such criteria
as may be determined by the Board from time to time.
h) to receive access to minutes of members’ meetings
III MEETINGS OF MEMBERS
3.1 Annual Meeting- The HGHA will hold meetings of Members at such date, time and place as
determined by the Board within the Province of Ontario. The Annual Meeting will be held within
fifteen (15) months of the last Annual Meeting and within three (3) months of the HGHA’s fiscal
year end.
3.2 Special Meeting- A Special Meeting of the Members may be called at any time by Ordinary
Resolution of the Board or upon the written requisition of ten percent (10%) or more of the
Members for any purpose connected with the affairs of the HGHA that does not fall within the
exceptions listed in the Act or is otherwise inconsistent with the Act,within twenty-one (21) days
from the date of the deposit of the requisition.
3.3 Participation/Holding by Electronic Means- Any person entitled to attend a meeting of
Members may participate in the meeting by telephonic or electronic means that permits all
participants to communicate adequately with each other during the meeting if the HGHA makes
such means available. A person so participating in a meeting is deemed to be present at the
meeting. The Directors or Members may determine that the meeting be held entirely by
telephonic or electronic means that permit all participants to communicate adequately with each
other during the meeting.
3.4 Notice- Written or electronic Notice of Meeting including the date of the Annual Meeting of
the Members, a call for nominations, and a call for those who wish to attend,will be given to all
Members in good standing and Directors, at least thirty (30) days prior to the date of the
meeting. Proposed agenda, reasonable information to permit members to make informed
decisions, nominations of Directors, and the text of any resolutions or amendments to be
decided will be given to all Members at least 14 days prior. In order to obtain all supporting
documents members must submit their request to participate at least 7 days prior to the meeting
in order.
3.5 Error or Omission in Giving Notice- No error or omission in giving notice of any meeting of
the Members shall invalidate the meeting or make void any proceedings taken at the meeting.
3.6 New Business- Matters of business should be limited to matters properly brought before a
Members’ meeting. No other item of business will be included in the notice of the meeting of the
Members unless notice in writing of such other item of business, or a Member’s proposal, has
been submitted to the Board sixty (60) days prior to the meeting of the Members in accordance
with procedures as approved by the Board. Copies of all such proposals together with copies of
any amendments thereto then proposed by the Board and copies of all resolutions put forward
by the Board shall be sent to all Memberswith the agenda and the notice calling an Annual
Meeting.
3.7 Quorum- Delegates as defined in 4.17 representing a minimum of five (5) percent, of the
Members present will constitute a quorum. 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.
3.8 Closed Meetings- Meetings of Members will be closed to the public except by invitation of
the Board or Members attending the meeting, and in accordance with 4.12.
3.9 Scrutineers- A scrutineer will only be assigned during electronic meetings. At the beginning
of an electronic meeting, the Chair may appoint one scrutineer who will be responsible for
ensuring that votes are properly cast and counted.
3.10 Adjournments- With the majority consent of the Members present and quorum is
ascertained, the Members may adjourn a meeting of Members and no notice is required for
continuation of the meeting if the meeting is held within thirty (30) days. 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.
3.11 Attendance- The only persons entitled to attend a meeting of the Members are those
Delegates representing Members and the Directors of the HGHA, and others who are entitled or
required under any provision of the Act or the articles 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 or in accordance with 3.8.Voting at Meetings of
Members
3.12 Voting Rights: Members have the following voting rights at all meetings of the Members:
a) A member, in accordance with 2.5, will be assigned one (1) vote per eligible member.
3.13 Delegates- Members will not be permitted to appoint a delegate in their absence unless
requested in writing (inclusive of electronic notice) to the HGHA immediately after receiving
notice of the meeting. The name of the Delegate to represent the Member must be included with
request. Delegates must: be at least eighteen years of age; not have been found under the
Substitute Decisions Act 1992 or under the Mental Health Act to be incapable of managing
property; and be acting as the Member’s representative.
3.14 Proxy Voting- Members are not permitted to appoint a proxy holder to attend and vote on
their behalf of a member.
3.15 Determination of Votes- Votes will be determined by a show of hands unless secret ballot
is requested by a member.
3.16 Majority of Votes- Except as otherwise provided in these By-laws, a simple majority of
votes will decide each issue. In the case of a tie, the motion will be deemed defeated.
IV GOVERNANCE
4.1 Composition of the Board
a) The Board shall consist of a minimum of 3 but maximum of 12 Directors. Board may appoint
directors as needed not to exceed 12 total directors.
b) The board of directors must consist of at minimum the positions of President, Treasurer and
Secretary. The board may define other director positions as necessary.
Director Positions:
President
Vice President
Secretary
Registrar
Treasurer
Competitive Teams Representative
House League Representative
Ice Scheduler
Equipment Manager
Social Media/Communication
Fundraising/ Sponsorship
Referee Scheduler
4.2 Eligibility of Directors- To be eligible for election as a Director, an individual must:
a) Be eighteen (18) years of age or older.
b) Not have been found under the Substitute Decisions Act, 1992 or under theMental Health
Act, 1990 to be incapable of managing property.
c) Not have the status of bankrupt.
d) Not be a paid employee of HGHA
e) Be a Member of HGHA or become a Member within 10 days of being elected.
f) Shall be willing to abide by the policies and By-Laws governing the HGHA, OWHA and
Hockey Canada
g) Be a member in good standing
Election of Directors
4.3 Nominations- Any nomination of an individual for election as a Director will:
a) Include the written consent of the nominee by signed or electronic signature.and
b) Be submitted to the Board no later than fifteen (15) days prior to the Annual Meeting. This
timeline may be amended by Ordinary Resolution of theBoard.
c) There will be no nominations from the floor of the meeting
4.5 Circulation of Nominations- Valid nominations will be circulated to Members at minimum of
fourteen (14) days before the meeting.
4.6 Elections- Directors will be elected by majority vote of all Voting Members in good standing
at the Annual General Meeting. Candidates receiving the most votes will be deemed to be
elected for a term of two (2) years as per 4.8 of this By-Law. Elected Directors will take office
commencing following the AGM..
4.7 Election by Acclamation- Where there is a single person nominated for each vacant position
in an election, or where the number of candidates is less than the number of vacant positions,
the candidates are deemed to be elected by acclamation.
4.8 Terms of Office:
a) Directors shall serve terms of two (2) year terms at the discretion of the board for purposes of
avoiding unequal attrition and will hold office until they or their successors have been duly
elected in accordance with these By-Laws Unless they resign or are removed from or vacate
their office.
b) The membership shall elect the board of directors positions at the Annual Meeting.
c) The out-going President/Chair shall serve a one-year term as PastPresident/Chair-ex-officio
to provide mentorship for the newly elected President unless elected to a voting board position.
d) The President/Chair and the Vice-President must have served at least two years subject to
the discretion of the Board.
e) The President/Chair & Secretary shall serve consecutive terms; the VicePresident &
Treasurer shall serve off setting terms to avoid complete attrition of the officers.
f) All directors’ positions will take seat for 2 consecutive years.
Expiring odd years: president, secretary, ice scheduler, house league representative, referee
scheduler, fundraising/sponsorship
Expiring even years- treasurer, vice president, competitive teams representative, registrar, social
media/communications, equipment manager
g) There is no limit to how many terms that an elected board member may hold.
h) The newly elected board of directors' term shall commence following the Annual Meeting and
terminate at the Annual Meeting.
Resignation and Removal of Directors
4.9 Resignation- A Director may resign from the Board at any time by presenting his or her
notice of resignation electronically or in-hand to the Board. This resignation will become
effective the date on which the notice is confirmed received by the President/Chair. When a
Director who is subject to a disciplinary investigation or action of the HGHA resigns, that
Director will nonetheless be subject to any sanctions or consequences resulting from the
disciplinary investigation or action.
4.10 Vacate Office- The office of any Director will be vacated automatically if:
a) The Director resigns;
b) The Director is absent from three (3) consecutive meetings of the Board without providing
notice to the President or Secretary;
c) Has been found under the Substitute Decisions Act, 1992 or under the MentalHealth Act to
be incapable of managing property;
d) The Director becomes bankrupt;
e) The Director dies;
f) The Director is not in good standing;
g) unless the Board rules otherwise
4.11 Removal- An elected Director may be removed by Ordinary Resolution of the Members at
an Annual Meeting or Special Meeting provided the Director has been given reasonable written
notice of, and the opportunity to be present and to be heard at such a meeting. At such a
meeting, the Members may, by a majority of votes cast at the meeting,elect a qualified individual
in the removed Director’s stead for a period ending at the next Annual Meeting.
Filling a Vacancy on the Board
4.12 Vacancy- Where the position of a Director becomes vacant for whatever reason and there
is still a quorum of Directors, the Board may appoint a qualified individual to fill the vacancy for a
term expiring no later than the close of the next Annual Meeting. Directors appointed by the
board shall have full director voting rights.
Meetings of the Board
4.13 Call of Meeting- A meeting of the Board will be held at any time and place as determined
by the President/Chair, or by written requisition of at least 50% of the Directors
4.14 Chair- The President/Chair will be the Chair of all Board meetings unless otherwise
designated by the President/Chair. In his/her absence the Vice President or another appointed
director will fill this duty.
4.15 Notice- Written notice, served other than by mail, of meetings of the Board will be given to
all Directors at least seven (7) days prior to the scheduled meeting. Notice Served by mail will
be sent at least fourteen (14) days prior to the meeting. No notice of meeting of the Board is
required if all Directors waive notice, or if those absent consent to the meeting being held in
their absence. 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 HGHA.
4.16 Board Meeting With New Directors- For a first meeting of the Board held immediately
following the election of Directors at a meeting of the Members, or for a meeting of the Board at
which a Director is appointed to fill a vacancy on the Board, it is not necessary to give notice of
the meeting to the newly elected or appointed Director(s).
4.17 Quorum- At any meeting of the Board, quorum will be 50% plus 1 of Directors.
4.18 Voting- Each Director is entitled to one vote at a meeting of the Board, the president shall
be eligible to vote only to break a tie. Voting will be by a show of hands unless a majority of
Directors present request a secret ballot. Resolutions will be passed upon a majority of the
votes cast being in favour of the resolution Abstaining voters are not counted in determining a
majority.
4.19 No Alternate Directors- No person shall act for an absent Director at a meeting of directors.
4.20 Closed Meetings- Meetings of the Board will be closed to Members and the public except
by invitation of the Board or by written request 72 hours prior with approval by majority of the
board by a member in good standing.
4.21 Meetings by Telecommunications- A meeting of the Board may be held by telephone
conference call or by means of other telecommunications technology.Directors who participate
in a meeting by telecommunications technology are considered to have attended the meeting.
Duties of Directors
4.22 Standard of Care- Every Director will:
a) Act honestly and in good faith with a view to the best interests of the HGHA; and
b) Exercise the care, diligence, and skill that a reasonably prudent person would exercise in
comparable circumstances.
c) Attend a minimum of one (1) meeting per month if scheduled.
Powers of the Board
4.23 Powers of the HGHA- Except as otherwise provided in the Act or these By-Laws,the Board
has the powers of the HGHA and may delegate any of its powers, duties, and functions.
4.24 Empowered- The Board is empowered, including but not limited to:
a) Make policies and procedures or manage the affairs of the HGHA in accordance with the Act
and these By-Laws;
b) Make policies and procedures relating to the discipline of Members, and have the authority to
discipline Members in accordance with such policies and procedures;
c) Make policies and procedures relating to the management of disputes within the HGHA and
deal with disputes in accordance with such policies and procedures;
d) Employ or engage under contract such persons as it deems necessary to carry out the work
of the HGHA;
e) Follow registration procedures, and other registration requirements as determined by OWHA
f) Enable the HGHA to receive donations and benefits for the purpose of furthering the objects
and purposes of the HGHA;
g) Make expenditures for the purpose of furthering the objects and purposes of the HGHA;
h) Borrow money upon the credit of the HGHA as it deems necessary in accordance with these
By-Laws; and
i) Perform any other duties from time to time as may be in the best interests of the HGHA.
V OFFICERS
5.1 Composition- At the Annual General Meeting, the membership shall appoint from the
Directors, a President/Chair, a Vice President, a Secretary, and a Treasurer each of whom shall
be an Officer of the HGHA.
5.2 Duties- The duties of Officers are as follows:
a) The President/Chair will be the chair of the Board and will preside at the Annual and Special
Meetings of the HGHA and at meetings of the Board unless otherwise designated. The
President/Chair will be the official spokesperson of the HGHA and will perform such other duties
as may from time to time be established by the Board.
b) The Vice President will replace the President/Chair as chair of meetings in their absence. The
Vice President will assist the President/Chair with his/her duties that may be established by the
Board. The Vice President will electronically update the HGHA with information with
Corporations Canada directly following the AGM.
c) The secretary will be responsible for:
I. keeping minutes of all meetings of the HGHA and the Board.
II. the custody of all records and documents of the HGHA, except those required to be kept by
the Treasurer.
III. the issuance of notices of meetings of the HGHA and the Board.If the secretary is absent
from any meeting of the HGHA Board, the President/Chair will appoint another individual to act
as Secretary at that meeting.
d) The Treasurer will, subject to the powers and duties of the Board, ensure that proper
accounting records as required by the Act are kept and will perform such other duties as may
from time to time be established by the Board. The treasurer will be responsible for generating
financial statements as required through the season, and presenting year end balance sheet
and financial summary to membership at the Annual General Meeting. The treasurer shall be
responsible for the HGHA’s finances for the duration of the association’s fiscal year.
5.3 Delegation of Duties- At the discretion of the Officer and with approval by Ordinary
Resolution of the Board, any Officer may delegate any duties of that office to appropriate staff or
committee of the HGHA, or to another Director.
5.4 Removal
a) The President may be removed by Ordinary Resolution at a meeting of the Members,
provided the President has been given notice of and the opportunity to be present and to be
heard at the meeting where such Ordinary Resolution is put to a vote. If the President/Chair is
removed by the Members, his or her position as a Director will automatically and simultaneously
be terminated.
b) Officers, other than the President/Chair, may be removed from their respective offices as
Officers by ordinary resolution of the Board
5.5 Vacancy- Where the position of an Officer becomes vacant for whatever reason and there is
still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual
to fill the vacancy until the next Annual General Meeting.
VI BOARD COMMITTEES
6.1 Appointment of Committees- The President/Chair will appoint such committees as it deems
necessary for managing the affairs of the HGHA and will appoint members of committees or
provide for the election of members of committees, will prescribe the duties and terms of
reference of committees, and will delegate to any Committee any of its powers, duties, and
functions. The President/Chair will chair the hiring committee.
6.2 Vacancy- When a vacancy occurs on any committee, the President/Chair may appoint a
qualified individual to fill the vacancy for the remainder of the Committee’s term.
6.3 President/Chair Ex-officio- The President/Chair will be an ex-officio non-voting member of all
Committees of the HGHA.
6.4 Removal- The President may remove any member of any committee.
6.5 Debts- No Committee will have the authority to incur debts in the name of the HGHA.
VII FINANCE AND MANAGEMENT
7.1 Fiscal Year- Unless otherwise determined by the Board, the fiscal year of the HGHA will be
June 1- May 31.
7.2 Bank- The banking business of the Club will be conducted at such financial institutions the
Board may determine.
7.3 Auditors- The Board will appoint an auditor to audit or conduct a review engagement of the
books, accounts, and records of the HGHA in accordance with the Act. This requirement for
audit may be waived by membership vote at the Annual General Meeting, If the audit is waived,
HGHA may consider having an accountant review the books. The auditor or bookkeeper will not
be an employee, Officer, or Director of the HGHA and must be permitted to conduct an audit or
review engagement of the HGHA
7.4 Annual Financial Statements- The Directors will approve financial statements (evidenced by
signature of the President/Chair and one or more Directors) of the HGHA of the last fiscal year
of the HGHA and present the approved financial statements before the Members at every
Annual Meeting.
7.5 The Financial Statements- The Financial Statements will include:
a) The financial statements.
b) Any further information respecting the financial position of the HGHA.
7.6 Books and Records- The necessary books and records of the HGHA required by applicable
law will be necessarily and properly kept.
7.7 Property-The HGHA may acquire, lease, sell, or otherwise dispose of securities,
lands,buildings, or other property, or any right or interest therein, for such consideration and
upon such terms and conditions as the Board may determine.
7.8 Borrowing- The Board may from time to time:
a) Borrow money on the credit of the HGHA.
b) Issue, reissue, sell or pledge debt obligations including bonds, debentures,debenture stock,
notes or other like liabilities (whether secured or unsecured) of the HGHA.
c) Give a guarantee on behalf of the HGHA to secure performance of an obligation of any
person; and
d) Charge, mortgage, hypothecate, or pledge all or any currently owned or subsequently
acquired real or personal, moveable or immovable property of the HGHA, including book debts,
rights, powers, franchises and undertakings, to secure any debt or liability of the HGHA.
Remuneration
7.9 No Remuneration- All Directors, Officers and members of Committees will serve their term
of office without remuneration (unless approved by at a meeting of Members) except for
reimbursement of expenses as approved by the Board.
Conflict of Interest
7.10 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 the
HGHA 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 and any Board
approved Conflict of Interest Policy.
VIII AMENDMENT OF BY-LAWS
8.1 Voting-By a simple majority of the voting Members present at a meeting duly called to
amend, revise, or repeal these By-Laws.
a) By Ordinary Resolution of the Board. Any By-Law amendments will be submitted to the
Members at the next meeting of Members and the voting Members may confirm, reject, or
amend the By-Laws by Ordinary Resolution.
b) Proposed amendments will not be accepted from the floor of the meeting.
8.2 Effective Date- By-Laws amendments are effective immediately at the close of the meeting
unless otherwise indicated in the amendment motion itself.
IX INDEMNIFICATION
9.1 Will Indemnify- The HGHA will indemnify and hold harmless out of the funds of the HGHA
each Director and any individual who acts at the HGHA’s request in a similar capacity,their heirs,
executors and administrators from and against any and all claims, charges,expenses, demands,
actions or costs, including an amount paid to settle an action or satisfy a judgment, which may
arise or be incurred as a result of occupying the position or performing the duties of a Director or
and any individual who acts at the HGHA’s request in a similar capacity.
9.2 Will Not Indemnify- The HGHA will not indemnify a Director or any individual who acts at the
HGHA’s request in a similar capacity for acts of fraud, dishonesty, bad faith,breach of any
statutory duty or responsibility imposed upon him or her under the Act. For further clarity, the
HGHA will not indemnify an individual unless:
a) The individual acted honestly and in good faith with a view to the best interests of the HGHA;
and
b) If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty,
the individual had reasonable grounds for believing that his or her conduct was lawful.
9.3 Insurance- The HGHA will, at all times, maintain in force reasonable insurance including
Directors and Officers liability insurance.
X Additional bylaws
10.1 Coaching
a) Coaches shall be selected by a coaching selection committee as designated by the board.
The board shall give final approval for all team staff before added to team rosters. Coaches will
be notified of acceptance or rejection by the chair of the coaching selection committee. All
additional staff should be notified of acceptance as soon as possible once teams are selected.
b) coaches are expected to attend all practices and games. It is the responsibility of the coach
to find an insured certified replacement to cover absence.
c) coaches are responsible for the team while participating in HGHA sanctioned activities.
d)the coaching staff should handle disciplinary issues in the team first, unless it is a serious
threat to the reputation of the HGHA. At such time the board may be called upon to take action
in coordination with the coach and/or other team staff. Team rules and OWHA code of conduct
will be reviewed with all players and staff at the start of every season, violations must be dealt
with promptly.
10.2 Fundraising. All team fundraising activities must be approved by the board. All members
are required to fulfill any and all required association fundraising requirements in addition to any
team fundraising endeavours.
10.3 teams rosters and registration
a)Each team will be allowed to register players according to OWHA regulations,
b) registration cut of dates are set by the OWHA
c) Player movement between teams shall be made before the OWHA signing deadline and with
both coaches approval. These decisions will be made in accordance with the player’s wishes
and with the best intentions of the association in mind. The board will have final say over any
disputes in player movement within the organization.
d) HGHA registration fees will be established from year to year as recommended by the board.
e)All players registering are subject to the approval of the board and can be asked to leave the
association with a prorated refund at the board’s discretion. Termination of membership may
occur as a result of, but not limited to, disciplinary reasons, ineligibility, non-payment of fees,
withdrawal of membership etc.
f) All members are insured through Hockey Canada and the OWHA.
g) THe HGHA shall not be responsible for any injuries or losses incurred by any player or team
official.
h)there will be no refunds issued after Dec 1st extraordinary circumstances will be considered
by the board.
i) All HGHA players must pay registration fees in accordance with the fee schedule. Failure to
comply may result in suspension until fees are paid. Where special circumstances exist,
members may submit a written request to the board to apply for an alternate payment schedule,
subject to board approval.
10.4 All members must abide by the policies of HGHA. Failure to comply may result in
disciplinary action.
10.5 All members are subject to the rules, regulations, policies and by-laws of the leagues in
which teams participate.
XI ADOPTION OF THESE BY-LAWS
11.1 Ratification- These By-Laws were passed and enacted by Ordinary Resolution of the
board on May 9, 2024.These By-laws shall be enacted and take effect immediately upon being
accepted by the board.
11.2 Repeal of Prior By-Laws- In ratifying these By-Laws, all prior By-Laws and Constitution of
the HGHA shall be repealed provided that such repeal does not impair the validity of any action
done pursuant to the repealed By-Law
