Constitution

Wednesday 3 April 2002

Horseshoe Canada Association
Constitution

(1999)

I  History

  1. On November 26, 1929, the Dominion of Canada Horseshoe Pitchers’ Association was formally organized. The Association was renamed the Canadian Horseshoe Pitchers’ Association in 1953, Canadian National Horseshoe Players’ Association in 1967, and ultimately Horseshoe Canada Association in 1979.

II  Name

  1. This Association is incorporated under Part II of the Canada Corporations Act, As amended.
  2. The name of this Corporation will be Horseshoe Canada Association.

III  Purpose

  1. HC’s purpose is to promote the participation and public awareness of the sport of Horseshoe Pitching throughout Canada on a competitive and recreational basis.

IV  Membership

  1. Membership in HC consists of the paid-up Member Associations
  2. Memberships shall be effective upon payment of the prescribed fees as set by the Bylaws.
  3. Membership in HC expires on June 30 of each year.
  4. Only one Member Association shall be recognized from each province or territory
  5. If two or more Provincial or Territorial Horseshoe Pitching Associations apply for membership for a particular Province or Territory, the Member Associations (except for the Province or Territory in question) shall, by ordinary resolution at a meeting of members, decide as to which Association shall represent that Province or Territory. This meeting shall be called by the President pursuant to the regulations set out in Section VI (Meeting of Members).
  6. A Member Association may have their membership revoked, or refused, if a special resolution so indicating this action is adopted at a Meeting of Members.
  7. A Member Association may resign its membership by submitting a written resignation to the Secretary, with a copy to the President. The resignation shall be effective as at the date received by the Secretary.
  8. Member Associations, by making application and paying the prescribed fees, hereby agree to abide to the Constitution, By-LawsCHPC guidelinesRules of the Game, or other relevant decisions of HC.

V  Meeting of Members

  1. The meeting shall be conducted in accordance with Schedule B: Notice of Meeting.
  2. Quorum shall be more than one-half of the membership at that time
  3. Each Member Association is entitled to two votes.
  4. Member Associations shall appoint their respective voting delegates
  5. A voting delegate may cast one or two votes.
  6. No delegate may represent more than one member.
  7. The President may not be a delegate to the meeting.
  8. Notice of meeting shall be called by the President within 15 days upon receiving notice from:
    1. The directors of HC by a ordinary resolution of the Directors
    2. By a Member Association upon presentation of a petition of at least 4 members
  9. If the President does not call the meeting within 15 days of receiving such notice, the Directors, or Member Associations, as the case may be, shall call a meeting of members at the cost of HC.
  10. If the event of a tie vote on any motion, the President shall cast the deciding vote.
  11. All resolutions, other than special resolutions, shall be deemed to be ordinary resolutions.

VI  Annual General Meeting

  1. The Annual General Meeting is a meeting of members and shall be held on the day before the start of the Canadian Horseshoe Pitching Championships.
  2. If a meeting is constituted by the President after the AGM and during the current CHPC, all members who were present at the AGM may waive the notice of meeting and this meeting shall be considered a continuation of the AGM.
  3. If no CHPC is held in any one year, An AGM shall be determined by the Directors at a date before October 31 of that year. If no CHPC is held in any one year, provisions of paragraph VI (4) may be waived if over 85% of all members of HC at the time of the meeting so indicate.
  4. The AGM must be in person only.
  5. Voting shall be by show of hands, or secret ballot.
  6. A standing vote count may be requested by any Member Association on any particular motion.
  7. The AGM shall, at the least, address the following:
    1. Adoption of the Minutes
    2. Presentation of the Audited Financial Statements
    3. Director Reports
    4. Standing Committee Reports
    5. Temporary Committee Reports
    6. Unfinished business
    7. New business
    8. Election of Directors
    9. Appointment of Auditors
    10. Adjournment

VII  Board of Directors

  1. The Directors consist of:
    1. President
    2. Vice-president
    3. Secretary
    4. Treasurer
    5. Tournament Chair
    6. Public Relations Chair
  2. The Directors will take office the day after the CHPC.
  3. The duties of the Directors shall be determined by Bylaws, and in the absence of a resolution of members, a resolution of the Directors, and shall be attached as Schedule “Duties”.
  4. The directors shall be elected to their respective positions by the Member Associations at the AGM.
  5. The President, Treasurer, and Public Relations Chair shall be elected for two-year terms, said election to be held in odd numbered years.
  6. The Vice-president, Secretary and Tournament Chair shall be elected for two-year terms, said election to be held in even numbered years.
  7. Quorum is three directors, except if there are only one or two directors, and then quorum is set as one or two, as the case may be.
  8. Each director may cast one vote, except the president who shall not cast a vote, except for a tie whereas the President must cast the deciding vote.
  9. A director must be a member in good standing with a Member Association
  10. If a director is a member in good standing with a Provincial or Territorial Horseshoe Association, and that Provincial or Territorial Horseshoe Association does not maintain its standing as a Member Association, that director shall maintain his position on the board until the next AGM.
  11. An individual can hold more than one position on the Board only if a vacancy occurs between AGMs. The individual will only carry one vote at board meetings. If the President holds more than one position on the board, he shall not be entitled to vote, except in the case of a tie vote. The vacant position filled by the individual shall hold that position until the next AGM.
  12. A director may only be removed by a special resolution at a member meeting.
  13. The directors will be empowered to transact such business in the interest of the sport, as they deem advisable, provided such action is not contrary to the constitution of HC.
  14. The President may appoint temporary committees, but the Directors, or the Members must confirm all actions of the temporary committees, before the Association may act upon the actions of the said committees.
  15. Notice of meeting shall be called by the president within 15 days upon receiving notice from:
    1. The Directors
    2. The Secretary
    3. Presentation of a petition of at least 3 Members or
    4. At the sole discretion of the President
  16. If the President does not call the meeting within 15 days of receiving such notice, the Secretary, Directors, or Members, as the case may be, shall call a meeting at the cost of HC.
  17. The meeting shall be conducted in accordance with Schedule B: Notice of Meeting.
  18. A meeting called by the President during the CHPC, and all Directors present at the AGM waive the notice of meeting, shall be considered a properly constituted directors meeting. This is the only Directors meeting that must be in person.
  19. In the event of death, resignation or removal of a Director, Auditor, or a Standing Committee Chair between AGMs, the remaining Directors are empowered to make appointments to fill the unexpired terms. If the Presidency becomes vacant for whatever reason, the Vice-President shall fill the position until the next AGM
  20. In the absence of, or designated by the President, the Vice-President shall assume the duties of President for either a specific meeting, or for a set duration of time as determined by the Board.

VIII  Standing Committees

  1. The Directors shall appoint chairs of standing committees as listed in “Standing Committees”
  2. Standing Committees shall be determined by an ordinary resolution of Members or Directors.
  3. Standing Committee chairs shall appoint their own committee members, subject to HC Constitution and By-laws.
  4. Standing Committees chairs, and their respective members may be removed from their position by an ordinary resolution of Members or Directors.
  5. Decisions and actions of standing committees shall be confirmed, reversed or altered by the Members or Directors.
  6. The list of Standing Committees shall be maintained by the President.

IX  Rules of the Game

  1. HC is empowered to determine the Rules of the Game HC shall be the only body in Canada to publish the “Official Rules of the Game”
  2. The Official Rules of the Game shall be maintained by the Chair of the Rules of the Game Committee

X  Canadian Championships

  1. HC is empowered to sanction the CHPC and COHPC, if and when two separate tournaments are held.
  2. HC is hereby empowered to declare the Champion Horseshoe Pitcher in Canada in classes that HC deem appropriate by Schedule “CHPC Guidelines”
  3. The CHPC Committee shall be responsible in running the CHPC and COHPC, as set by the CHPC Guidelines.
  4. HC is hereby empowered to conduct a Canadian Open Championships and thereby declaring the Canadian Open Champion in Canada in categories that HC deem appropriate by CHPC Guidelines.
  5. HC shall not have any authority over Member Association sponsored provincial or territorial tournaments.
  6. The official CHPC and COHPC Guidelines shall be maintained by the Tournament Chair.

XI  Financial

  1. The members may dispense with an audit if all Member Associations present at an AGM so agree by ordinary resolution.
  2. The Auditor shall be appointed annually at the AGM until the next AGM, whether or not an audit is actually required.
  3. The Auditor shall not be a Director of HC.
  4. The fiscal year of HC shall be determined by an ordinary Bylaw.
  5. The Treasurer will maintain the funds of HC in a financial institution recognized by the Canadian Deposit Insurance Corporation.
  6. HC is authorized to utilize these funds for the purposes of HC as determined by the Board or Members through the Bylaws.
  7. All financial instruments of HC shall be executed by Directors, or their respective designates, as determined by the Bylaws.
  8. The Treasurer shall maintain the financial records of the Association.

XII  Administrative

  1. The Secretary shall maintain the original records of the Constitution, Bylaws, CHPC Guidelines, Rules of the Game, Contracts, and other relevant documents and correspondence of HC.

XIII  Execution of Documents

  1. Documents, contracts or any written instruments requiring the signature of HC (except for financial instruments), shall be signed by the President and Secretary and upon their respective signatures so affixed, shall be binding on HC.
  2. The Directors shall have the power from time to time by ordinary resolution to appoint an officer or officers on behalf of the President or Secretary, as the case may be, to execute such contracts.
  3. The Seal of HC, when required, may be affixed to documents, contracts, or any other written instruments
  4. The seal of HC shall be maintained by the secretary, or the president in the absence of the secretary.

XIV  Dissolution

  1. Upon dissolution of the Corporation or surrender of its charter, any assets remaining after payment of all debts and obligations shall be distributed to one or more organizations in Canada having cognate or similar purposes.
  2. The decision as to the distribution shall be made by the Members.

XV  Bylaws

  1. HC may adopt Bylaws, as it deems necessary.
  2. Any changes to the bylaws that the Directors may have adopted since the last AGM shall be provided to the Member Associations in the notice of the AGM. The members at an AGM may either confirm or alter the bylaws as adopted by the Board.

XVI  Amendments

  1. The Constitution may be amended by a special resolution at a meeting of members.
  2. Amendments to the Constitution, Bylaws, Rules of the Game and CHPC shall be submitted in writing to the secretary in sufficient time to enable the secretary to place these motions in notice for the meeting as described in “Notice of Meeting”.
  3. Amendments must be in the form of motions and be signed by an authorized individual of a Member Association, or by two Directors.
  4. Bylaws, Rules of the Game, and CHPC may be amended by an ordinary resolution of members or directors.
  5. Ordinary and Special Resolutions must follow the guidelines as determined by the schedule Meeting of Members.
  6. Amendments to the Constitution shall be forwarded to the Minister of Consumer and Corporate Affairs, Government of Canada, for approval.
  7. Motions of convenience shall be adopted by HC as necessary without any requirements of the notice provisions in the Notice of Meetings
  8. Directors shall not reverse or substantially alter motions or decisions made at a meeting of members.

XVII  Definitions

  1. Definitions for this constitution are incorporated in Schedule A: Definitions.