ARTICLE 3 – MEMBERS’ MEETINGS, BY-LAW #1 SHA Constitution -2024 Rev (Sarnia Hockey)

ARTICLE 3 Members’ Meetings

3.1 Location

Members' meetings shall be held within Sarnia, Ontario, at a time, place and date to be determined

and advertised on the Corporation Web site by the Board.

3.2 Annual Meetings

The annual Members' meeting shall be held not later than fifteen (15) months after the last annual

Members' meeting. The purpose of the annual members meeting is to:

1. (a)  Hearing and receiving reports and statements required by the Corporation at an annual general meeting

2. (b)  Electing such directors as are to be elected at such annual meeting

3. (c)  Appointing an auditor or person to conduct an audit of the Corporations financial records

4. (d)  The transaction of any other business properly brought before the meeting

5. (e)  Amending the constitution and bylaws of the Corporation

3.3 Calling Meetings

The Board or the Chair shall have power to call at any time, a Members' meeting. Meeting of

Members will be open to all member of the Corporation. Directors are delegates of the members.

Members have the right to demand a meeting if at least 10% of members vote to send a request with reason to the Board.

3.4 Quorum

A quorum for the transaction of business at meetings of the annual Members’ meeting or additional General Meeting shall consist of not less than eleven (11) voting Members present in person. If a quorum is present at the opening of a members’ meeting, the Members present may proceed with the meeting's business, even if quorum is not present throughout the meeting.

3.5 Notice and Proxies

1. (a)  Notice of the time and place of a Members' meeting is fixed and shall be posted on the Sarnia Hockey Website not less than ten (10) days and not more than fifty (50) days prior to the meeting.

2. (b)  Not less than 21 days, or the prescribed number of days under the Act, before each annual meeting or before the signing of a resolution in lieu of the annual meeting, the Corporation shall give a copy of the Board-approved financial statements, auditor’s report, and any further information respecting the financial position of the Corporation and the results of its operations required by the Articles or this By-law to all Members who have informed the Corporation that they wish to receive a copy of those documents.

3. (c)  Voting by proxy is not allowed.

4. (d)  Notice of a Members' meeting at which Special Business is to be transacted must:

   1. (i)  state the nature of that business in sufficient detail to permit a Member to form a reasoned judgment on the business; and

   2. (ii)  state the text of any Special Resolution to be submitted to the meeting.

5.  

3.6 Voting

1. (a)  Each Member entitled to vote and in attendance at a meeting shall have the right to exercise one (1) vote on each matter.

2. (b)  At all Members' meetings, votes shall be taken by a show of hands among the eligible Members present and the chair of the meeting shall have a vote.

3. (c)  Every question submitted to any Members' meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes, whether on a show of hands or on a ballot, the meeting chair shall not have a second vote to break the tie.

4. (d)  A Member may demand a ballot either before or after any vote. A Member may withdraw a demand for a ballot.

5. (e)  Unless a ballot is demanded, an entry in the meeting minutes to the effect that the meeting chair declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

6. (f)  If a ballot is demanded on question or as to the election of Directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the meeting chair directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded.

3.7 Meeting Chair

The chair for Members' meetings shall be:

1. (a)  the President; or

2. (b)  the first Vice President, if the President is absent, unable, or unwilling to act; or

3. (c)  a chair elected by the Members present if the President and First Vice President are absent or unable to act. The Secretary, if present at the meeting, shall preside at the election of the meeting chair, but if the Secretary is not present, the Members, from those present, shall choose a Member to preside at the election.

3.8 Adjourned Members' Meetings

If within one-half (1⁄2) hour after the time appointed for a Members' meeting, the meeting has not commenced because a quorum is not present, the Members present may adjourn the meeting to a fixed time and place, but may not transact any other business.

3.9 Notice of Adjourned Meetings

If a Members' meeting is adjourned for less than thirty (30) days, no meeting notice that continues the adjourned meeting is required other than by announcement at the adjourned meeting. If a Members' meeting is adjourned by one or more adjournments for an aggregate of more than thirty (30) days, notice of the meeting that continues the adjourned meeting shall be given in accordance with section 3.5.

3.10 Written Resolution in Lieu of Meeting

A resolution signed by all of the Members entitled to vote on that resolution at a Members' meeting is valid as if it had been passed at a Members' meeting, except for Members' meetings where a Director or auditor submits a statement giving reasons for their resignation or opposing their removal, or as otherwise provided in the Act. The Corporation shall keep a copy of every written Members’ resolution with the Members’ meeting minutes.

 

3.11 Telephonic or Electronic Members' Meetings

Any person entitled to attend a Members' meeting 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 Corporation makes such means available, and a person participating in the meeting by those means is deemed to be present at the meeting. A Members' meeting may be held entirely by Telephonic or Electronic Means if the Members participating in the meeting consent to the holding of such meeting by such means and such means permit all participants to communicate adequately with each other during the meeting.

3.12 Voting by Telephonic or Electronic Means

Eligible Members entitled to vote at a Members' meeting may vote by Telephonic or Electronic Means, using technology approved by the Board.