Article 1 – Name

The name of this organization shall be the “West Mountain Baseball Association Inc.”, as incorporated in 1982 as a “Not for Profit” Corporation. Monikers of the organization are “West Mountain Baseball Association”, “West Mountain” and “WMBA” and may be used in referring to the organization.

Article 2 – Head Office

The address for notification shall be P.O. Box 60586, Mountain Plaza Postal Outlet, 661 Upper James Street, Hamilton, Ontario, L9C 7N7, or other location(s) within the City of Hamilton, Province of Ontario at such place(s) as the directors may determine from time to time.

Article 3 – Aims and Objectives

3.1 To foster, promote and teach the game of baseball to the participants that register
3.2 To teach good Sportsmanship and Fair Play to its participants
3.3 To ensure that the welfare of the child (player) is of the utmost importance in all decisions.
3.4 To promote activities, athletic and social, that contribute to the well being of WMBA
3.5 To accept donations and gifts to be used for the benefit of WMBA participants.

Article 4 – Affiliations

West Mountain Baseball Association Inc. (WMBA) is and will remain a local member Association and affiliate of the Hamilton and District Baseball Association (HDBA) and in turn an extended member and affiliate of Baseball Ontario (OBA). WMBA shall abide by the rules set out by these governing bodies, by the WMBA Policies as contained in the WMBA Policies & Procedures handout and by the City of Hamilton Zero Tolerance Policy.

Article 5 – Membership and Voting Rights

There shall be the following classes of membership in the WMBA, namely:

a) Membership

5.1. Executive Member
An Executive Member is a member of the Board, defined in Article 6 and shall have one vote at any General Meeting.

5.2. General Member
A General Member is limited to the following:

5.2.1. A parent or guardian of a player that has not yet attained the age of eighteen (18) years old and shall have the right to one (1) vote per family at a general meeting.
5.2.2. Any player that has attained the age of eighteen (18) years old. This player is included in the one (1) vote per family as per 5.2.1 above.
5.2.3. Any coach not already included in the one (1) vote per family as per 5.2.1

5.3. Life Member
Any present or past member may be recognized by a nomination from a present Executive Member and accepted as a Life Member on the basis of a majority vote of the Executive Board. This consideration is only to be granted to a member that is or has been active as an Executive Member and/or Coach for a minimum of 15 years. This member is entitled to one (1) vote as per 5.2.1

b) Voting Rights

In order to vote at any General Meeting, members in 5.1 and 5.2 must be active and in good standing with the Association. Further, General Members are considered in good standing as long as they have satisfied their registration requirements, including monetary, and are not under a long term suspension with the Association.

Article 6 – Governance

6.1. Officers, Board of Directors

The organization of the Association shall be conducted by a Board of Directors. This Board will be made up of Officers and Directors to a maximum of eleven (11) persons.

The President, First Vice-President (Administration) and Second Vice-President (Finance) shall be elected every two (2) years at the Annual General Meeting (AGM). They will fill the positions of Treasurer and Secretary in odd numbered years by appointment. These five (5) individuals will be known as the Officers of the Executive Board. The term of office for these five (5) Officers will be two (2) years.

The President and Vice-Presidents are prohibited from holding multiple positions on the Executive Board.
There will be 6 other director positions; the duties for these positions will be assigned by the Executive Board.

The Director positions are for a term of one (1) year and will be elected annually.

Any above voting position left vacant following the Annual General Meeting will be filled by nominations from the Executive and ratified by the Board at a Board of Directors meeting.

Non-voting positions: In addition, the non-voting position of Registrar, who will record the list of players registered each playing season, will be filled by the Officers of the Executive Board. The position of Immediate Past President will be recognized by the Officers of the Executive Board as non-voting and shall assist the President in whatever matters shall be assigned from time to time and shall assist when required with conducting the election process at an AGM.

6.2. Conditions re Executive Board membership

6.2.1. All candidates re nominations for President and Vice-President positions must come
from the Executive Board and must have served at least two (2) consecutive years to be nominated. Should any eligible member not wish to stand for these positions, nominations may be accepted from the General Membership.
6.2.2. Nominations may be made by any voting member as per 6.2.1.
6.2.3. All elected positions are to be by a majority vote or acclamation, in which case one (1) vote shall be recorded as the majority vote. When there is a vote, the winner is declared
and the ballots are then destroyed by a motion from the membership.
6.2.4. Elected members may stand for reelection every year or every two years as applies.
6.2.5. Only one (1) member of any immediate family in a household or siblings may be an active member of the Executive Board at any given time.

6.3. Powers of the Executive

6.3.1. Responsibility: The Executive shall be responsible for, and empowered to enact and enforce all Rules and Regulations of the Association.
6.3.2. Vacancies: Vacancies on the Executive may be filled by appointment or election, at the discretion of the current Executive.
6.3.3. Removal: Should it be warranted for reasons detrimental to the Association, the Executive shall have the power, by a two-thirds vote of those present at any regular or special meeting to discipline, suspend or remove any Officer, Director, Committee Member, parent or player from the Association.

Article 7 – Meetings

7.1. Annual General Meeting

An Annual General Meeting (AGM) of the Association shall be held in November each year
This is to be advertised to all members in the usual manner of communication and this should occur at least fourteen (14) days prior to the date of said meeting set by the Executive Board.
Attendance at the AGM is limited to any or all classes of membership as in Article 5. All Executive members must be active in their role and General members must be in good standing with the Association in the year of the meeting.

The following Agenda is to be adopted for this meeting:
1. Review and adoption of the minutes of the previous Annual Meeting
2. Consideration of the President’s Report
3. Consideration of the Treasurer’s Report
4. Any unfinished Business from the prior Annual or Special General Meeting.
5. Amendments to the Constitution
6. Election of Officers in order of President, First Vice-President, Second Vice-President (biannually).
7. Election of Directors (annually)
8. Presentation of the elected Executive.
9. Good and Sundry announcement(s)
10. Adjournment

7.2. Executive Meetings

7.2.1 Regular Executive Meetings are to be held at least bi-monthly except during the months
of October, November and December unless required. These meetings are to be attended
by the Executive members only and require a minimum of six (6) for a quorum to
legitimize the meeting.
7.2.2 An Emergency Executive Meeting may be called at any time by the President or Officers
if or when a matter arises that needs to be resolved before the next Regular Executive Meeting.

Article 8 – Executive Portfolios

8.1. President

The President shall be responsible to:
i) Preside at all Annual and Executive meetings of the Association. He/she shall have the
general and active management of the affairs of the Association as his/her main responsibility;
ii) Be a member of all standing and special committees of the Association as an ex-officio
iii) Be the official spokesperson for the Association. The President will delegate a member
of the Executive to act as official spokesperson in his/her absence;
iv) Make the necessary day-to-day decisions, when required, to ensure the effective operations of the Association. The President may delegate or concur with others as may be warranted to achieve these goals.

8.2. First Vice-President (Administration)

The First Vice-President (Administration) shall be responsible to:
i) In the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as may, from time to time, be imposed upon him by the Committee.
ii) Consult with the President about the operations of the Association and ensure that he/she is abreast of the day to day operations as necessary.
iii) be a member of all standing and special committees of the Association as an ex-officio

8.3. Second Vice-President (Finance)

The Second Vice-President (Finance) shall be responsible to:
i) In the absence or disability of the President and First Vice-President, perform the duties and exercise the powers of the President, and shall perform such other duties as may, from time to time, be imposed upon him by the Committee.
ii) Consult with the President about the financial operations of the Association and cause any or all fund-raising activities to be presented for approval to the Board before such activities are implemented.
iii) Be a member of all standing and special committees of the Association as an ex-officio
member, as appointed by the President.

8.4. Secretary, Director of Communications

The Secretary, Director of Communications shall be responsible to:
i) Record the minutes of meetings of the Executive. Minutes of the meetings shall be distributed to each Executive member within fourteen (14) days of the meeting. The Secretary shall be responsible for general correspondence between the Association and its membership.
ii) Be responsible to ensure that all voting delegates are identified at any Annual General Meeting in order to determine voting strength and record the minutes of the meeting, including the results of elected members.
iii) Assume any other secretarial duties as shall be determined by the President or Board of Directors from time to time.
iv) Be responsible for all official WMBA communications and the direction of said communications for the Board, including but not limited to website administration as well as communication to WMBA members, as directed by the President or the Board of Directors.

8.5. Treasurer

The treasurer shall be responsible to:
i) Maintain the custody of the funds and securities of the Association and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Association in the books belonging to the Association.
ii) Deposit all monies, securities and other valuable effects in the name and to the credit of the Association in such chartered bank, trust company, or credit union, as may be designated by the Executive.
iii) Disburse the funds of the Association as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the President and Executives at the regular meeting of the Executive, or whenever they require it, an accounting of all the transactions and a statement of the financial position, of the Association.
iv) Also perform such other duties as may from time to time be directed by the Executive.
v) Present the Treasurer’s Report at the AGM
vi) With the President and two Vice-Presidents, have the signing authority to the bank account of the Association and ensure that there are two signatures on each cheque.
vii) Be responsible to attend all meetings and will supply a written report to the President or Secretary when attendance at a General meeting is not possible.

8.6. Resposibilities of Directors

Equipment Manager shall be responsible to:
i) Set up the equipment bags for each team at the start of the season.
ii) Coordinate the delivery and return of equipment to and from the coaches.
iii) Take an inventory count of uniforms and equipment and advise the President and/or the Board accordingly.
iv) Consult with the President, representing the Board before the purchase of equipment.

Sponsorship Chair shall be responsible to:
i) Solicit sponsors and/or potential sponsors and send out letters to them in late January/early February seeking sponsorship for the upcoming year
ii) Ensure that each sponsor is supplied with a schedule of the team being sponsored
iii) Send out a Thank You letter to each sponsor once the season starts and include the schedule as above
iv) Invite each sponsor to the annual Sponsors and Coaches night

Umpire-in-Chief/Assignor shall be responsible to:
i) Consult with the Registrar as to which players are interested in attending the annual Umpires’ Clinic run by the HBUA each spring
ii) Maintain a list of umpires that are both qualified and unqualified re assignments
iii) Assign umpires to games as per availability and competence
iv) Ensure that the umpires are paid on or about the end of June, July and August/season end.
v) Umpire assignor may be an appointed position separate from the UIC that will work with the UIC to ensure all games have appropriate officials assigned.

Convenors shall be responsible to:
i) Arrange for the Evaluation Day activities of the division concerned by ensuring that all evaluation sheets and coaches are recruited to conduct the evaluation process
ii) Review the list of players registered and recruit coaches for each team
iii) Monitor the activities of the division or divisions for which responsible
iv) Ensure that a record of Game Sheets is maintained for the purpose of individual awards at the Awards Banquet
v) Ensure that the coaches understand the Aims and Objectives of the Association
vi) Ensure that the coaches understand and follow the rules for the division

Registrar shall be responsible to:
i) Keep an up to date record of all registered players/coaches information
ii) Keep a record of birth registration for all players
iii) Maintain team rosters
iv) Submit team rosters to the HDBA

Tournament Coordinator shall be responsible to:
i) Communicate with Baseball Ontario/SOBA/HDBA/HBUA for tournament information
ii) Communicate with all potential entries for tournaments

Select Convenor shall be responsible to:
i) Together with the Executive Board approve any tournament applications
ii) Monitor the activities of the select teams
iii) Ensure that the coaches understand the Aims and Objectives of the Association

Rally Cap Convenor shall be responsible to:
i) Coordinate Rally Cap activities/practices weekly
ii) Coordinate Rally Cap testing twice per season
iii) Aid coaches and volunteers in the operation of Rally Cap activities
iv) Maintain an active record of caps earned by players

9. Amendments: No amendment(s) or alteration(s) shall be made to any part of this Constitution or By-Laws except at the Annual General Meeting as notified of in Article 7.1
Such amendment(s) or alteration(s) shall be by approval of a two-thirds (66%) majority of those members present. Notices of any proposed amendment(s) or alteration(s), duly motioned and seconded by any member(s) in Good Standing, must be filed in writing with the President and Secretary no later than two (2) weeks prior to the Annual Meeting.

10. Financial Year: The financial year of the Association shall start on the 1st day of November and terminate on the 31st day of October in each year.

11. Conflict of Interest: Every Officer or Director of the Association who is a party to a material or contract service being entered into by the Association, shall disclose a conflict of interest to the Executive, and shall absent himself from any room where a meeting is taking place for the purposes of such discussions during the time of the conflict concerned.

12. Procedures: Unless otherwise agreed to, “Robert’s Rules of Order” shall govern all proceedings of the Association.

13. Police Screening: The West Mountain Baseball Association is committed to provide its child members with a safe and secure environment for their recreation and athletic development. All adult members are subject to a police screening process every 2 years. Two Officers as appointed by the President shall monitor this process and all records kept secure by the Secretary.

14. By-Laws and Procedures: All procedures and customs whether dictated by the West Mountain Baseball Association (WMBA) Rule Book or traditional and unique in nature to WMBA relating to the operations of the baseball program are to be maintained except in cases pertaining to playing rules which have been changed by the affiliate parent, Hamilton and District Baseball Association (HDBA).

15. Distribution of Property upon Dissolution: Upon dissolution of the Corporation and after all outstanding debts and claims have been satisfied, the members shall direct the remaining property and assets of the Corporation to another entity which maintains the same objectives as set forth within.
ENACTED on this 25th day of November, 2015.
CONFIRMED by the Officers, President and Secretary, of the Corporation.

Guido Kelly                                    November 25, 2015
____________________          ________________
Guido Kelly, President                             Date

Louise Williams                            November 25, 2015
____________________           _______________
Louise Williams, Secretary                        Date

We are Witness to the above signatures and confirm that this Constitution was presented and accepted by a majority vote of the members in attendance in accordance with the Act on this 25th day of November, 2015

Bryan Bartolozzi               25/11/15                         Jeff Scribbans     25/11/15
____________              _______                        __________     ________
Bryan Bartolozzi,                 Date                             Jeff Scribbans,        Date
Vice President, Finance                                           Vice President, Administration

Ammended: November 10th 2016