ARTICLE 5 –BOARD MEETINGS, BY-LAW #1 SHA Constitution -2024 Rev (Sarnia Hockey)

ARTICLE 5 Board Meetings

5.1 Board Meetings

The Board shall meet at such times and in such places as may be determined by the Board, the Chair, or a Vice President. Board meetings shall be called by the President or their designate, upon receipt of the written request of two (2) Directors.

5.2 Regular Meetings

The Board meets approximately thirteen (13) times per year typically on the first Tuesday and third Wednesday of each month. The place and time are set and posted on the Corporation Website. No further notice of the regular meetings need be given. Board meetings shall be open to all Members. Delegations shall be entitled to address the Board, at any regular meeting provided they have requested an opportunity to do so in advance and is added to the agenda by the Chair. In- camera items may be discussed at a closed meeting after the regular meeting is adjourned.

5.3 Telephonic or Electronic Meetings

If all the Directors have consented, a Board meeting or a meeting of a committee of Directors may be held by such Telephonic or Electronic Means that permit all persons participating in the meeting to communicate adequately with each other during the meeting, and a director participating in the meeting by those means is deemed to be present at the meeting.

5.4 Notices

Notice of meetings, other than regular meetings, shall be given to all Directors at least 48 hours prior to the meeting. The Chair, a Vice President or the President may call a meeting on less notice, by such means as are deemed appropriate, if notice is given to all Directors and the majority of the Directors consent to the holding of such meeting. Notice of an adjourned Board meeting is not required if the time and place of the adjourned meeting is announced at the original meeting.

Notice of a Board meeting is not necessary if all Directors are present and none objects to the holding of the meeting, or if those absent have waived notice or otherwise signified their consent to the holding of the meeting.

Notice of a Board meeting need not specify the purpose of the business to be transacted at the meeting, unless the meeting is intended to deal with any of the following matters in which case the notice must specify that matter:

1. (a)  to submit to the Members any question or matter requiring the Members' approval;

2. (b)  to fill a vacancy among the Directors or in the position of auditor;

3. (c)  to appoint additional Directors;

4. (d)  to approve any annual financial statements;

5. (e)  to adopt, amend or repeal by-laws; or

5.5 Quorum

A quorum for the transaction of business at the meeting shall be eleven (11) which is the majority (51%) of the minimum number of Directors of the Corporation which is currently twenty (20). A quorum must be present throughout the meeting.

5.6 Meeting of Board after Annual Meeting


Provided a quorum of Directors is present, the Board may, without notice, hold a meeting immediately following the annual Members’ meeting.

5.7 Persons Entitled to be Present

Guests may attend Board meetings with the meeting's consent on the invitation of the Chair or President. Such persons may be invited on a regular basis, may be given regular notice of Board meetings and may participate in Board meetings if the Board permits. Other persons attending a Board meeting by invitation shall not be entitled to vote or to exercise any other powers or duties of Directors.

5.8 Voting

Each Director present at a Board meeting shall be entitled to one (1) vote on each matter. A Director shall not be entitled to vote by proxy. Any question arising at a Board meeting, or a committee meeting shall be determined by a majority of votes.

Electronic voting is allowed as per electronic voting procedure in Policies.

5.9 Casting Vote

In the case of an equality of votes, the meeting chair shall cast the deciding vote.

5.10 Polls

The vote on any question shall be taken by secret ballot if so demanded by any Director present and entitled to vote. Such ballots shall be counted by the meeting chair. Otherwise, a vote shall be taken by a show of hands. Unless a ballot is demanded, an entry in the minutes to the effect that the meeting chair declared that a resolution has been carried, or carried by a particular majority, or defeated, shall be conclusive in the absence of evidence to the contrary.

5.11 Written Resolutions in Lieu of Meeting

A resolution, signed by all the Directors entitled to vote on that resolution at a Board meeting or a committee of Directors is as valid as if it had been passed at a Board meeting or of a committee of Directors. The Corporation shall keep a copy of every written resolution with the meeting minutes of the Board or of a committee of Directors.

5.12 Consent of Director

A Director is deemed to have consented to a resolution passed or action taken at a Board meeting

or of a committee of Directors if:

1. (a)  the Director was present at the meeting, unless,

   1. (i)  the Director's dissent is entered in the meeting minutes;

   2. (ii)  the Director requests that their dissent be entered in the meeting minutes;

   3. (iii)  the Director gives their dissent to the meeting secretary before the meeting is terminated;

   4. (iv)  the Director submits their written dissent immediately after the meeting is terminated to the Corporation; or

2. (b)  the Director was not present at the meeting and within seven (7) days after becoming aware of the resolution, the Director has not,

1. (i)  caused their written dissent to be placed with the meeting minutes; or

2. (ii)  submitted their written dissent to the Corporation.

A Director who votes for or consents to a resolution is not entitled to dissent under this section. 


5.13 Meeting Adjournment

If within one-half (1⁄2) hour after the time appointed for a Board meeting a quorum is not present, the meeting shall stand adjourned until the next meeting date or sooner if determined by the meeting chair.

5.14 Notice of Adjourned Meeting

The adjournment of the meeting would be documented in the minutes.