OTTAWA NEPEAN CANADIANS BASEBALL CLUB - CONSTITUTION - Amended and adopted on October 26, 2020
ARTICLE 1 – NAME
1.1 This organization shall be known as the “Ottawa Nepean Canadians Baseball Club”, hereinafter referred to as “ONC”.
ARTICLE 2 – PURPOSE
2.1 ONC is an elite baseball organization with a mission to deliver top-calibre development programs to talented and driven baseball players in the Ottawa-area. Our players and alumni will not only improve as baseball players with a goal of having them go on to play Canadian and US collegiate baseball, they will develop in character, integrity and work ethic.
ARTICLE 3 – PHILOSOPHY
3.1 ONC shall operate exclusively as a non-profit organization. No part of the fees charged, earnings generated, or interest earned shall inure to the benefit of any other organization or individuals.
3.2 ONC players, coaches, team managers, instructors and parents shall always represent the Ottawa-area with honour by conducting themselves with dignity and respect. All shall abide by the ONC Code of Conduct, attached in Appendix A.
3.3 ONC coaches, team managers, instructors and Board Members shall always exercise general care, supervision, and direction over the baseball interests of teams and players.
ARTICLE 4 – GOVERNANCE
4.1 ONC operates under charters granted annually by baseball programs such as the PBLO, and Baseball Canada.
4.2 ONC shall be governed by a Board of Directors, which shall be elected every three years at the Annual General Meeting of the membership.
ARTICLE 5 – MEMBERSHIP
5.1 Any person sincerely interested in active participation with ONC to help advance and deliver on its Purpose and Philosophy may apply to become a Member.
5.2 Members belong to one of the following classes:
a) Player Members – any player who is selected to play on one of the teams fielded by the ONC in a given baseball season. Player Members shall have no duties or obligations in the management of the ONC, nor will they have any rights to any property of the ONC.
b) Regular Members – any parent(s) or guardian(s) of a Player Member who so choose; or any non-parent individual who has expressed an interest in participating in the ONC, and the ONC has approved their participation. All Board members, Coaches, Team Managers and Instructors must be active Regular Members in good standing.
5.3 The Board of Directors, by a majority vote of those present at any duly constituted meeting, have the authority to discipline, suspend or terminate the membership of any Member when the conduct of such person is considered detrimental to the best interests of the ONC. See Ottawa Nepean Canadians Baseball Club Code of Conduct (Appendix A).
The Member involved shall be notified of such meeting, informed of the general nature of the alleged transgressions and given an opportunity to appear at the meeting to address the allegations.
The Board of Directors shall, in the case of a Player Member, give notice to the Coach of the team of which the player is a member. Said Coach shall appear in the capacity of an advisor, with the player, before a duly appointed committee of the Board of Directors, which shall have full power to suspend or revoke such player’s right to future participation.
ARTICLE 6 – BOARD OF DIRECTORS
6.1 The Board of Directors of the ONC shall be composed of the President, the Executive Vice President, the Treasurer, the Vice President of Operations and Equipment, the Vice President of Coaching and Player Development, and two (2) Board members at-large.
Ottawa Nepean Canadians Baseball Club Board of Directors shall be responsible for the management of the affairs of the ONC and
for setting and administering all ONC policy and activity.
6.2 The President is an elected voting member who shall be the external and management head of the ONC. They shall be responsible for delivering the mandate of the ONC and overseeing the affairs of the ONC and executing its policies. The President shall
serve as the Chair of the Board of Directors meetings and shall represent the ONC at the PBLO, Baseball Canada and to the baseball and local community. The President shall be the final authority on all ONC decisions, and is a signing officer for financial accounts unless delegated to another member of the Board.
6.3 The Executive Vice President is an elected voting member who shall aid the President in fulfilling their duties, the mandate of the ONC, and serve as a surrogate of the President as needed from time-to-time.
6.4 The Vice-President of Operations and Equipment is an elected voting member who shall be responsible for ensuring ONC teams have access to fields and equipment as needed. Duties will also include serving as a liaison with the City of Ottawa as required to secure field access, work with Coaches, Instructors and the Board of Directors to ensure teams have appropriate and adequate baseball equipment for development programs, league play and tournament play.
6.5 The Vice-President of Coaching & Player Development is an elected voting member who shall provide input into Coaching selections for each season, provide input and help develop the player evaluation process for annual team selections, oversee the development of players within the ONC and shall coordinate the appropriate development clinics/programs for both players and coaches. Duties shall also include: 1) serving as the liaison to the Board regarding any player or coaching issues; 2) develop and maintain resource information for the education of players and coaches; 3) in co-operation with the Board gather formal and informal feedback from players/parents/coaches/umpires/ONC officials on a regular basis to ensure the effectiveness of the ONC’s programs.
6.6 The Treasurer is an elected voting member who shall be responsible for the maintenance of the financial accounts of the ONC and shall be a signing officer for these purposes, along with the President. (All disbursements by cheque must have dual signatures.)
6.7 The Board Member At-Large is an elected voting member who shall handle various duties, tasks and responsibilities as they arise. There shall be two (2) such positions on the Board of Directors.
ARTICLE 7 – ONC OFFICIALS
7.1 The Registrar is an appointee of the Board of Directors who shall be responsible for the co-ordination of the registration process for all ONC programs, the maintenance of the registration accounts of the ONC, and for providing the necessary documentation to various ONC officials as needed to facilitate the workings of the ONC.
7.2 The Director of Uniforms & Merchandise is an appointee of the Board of Directors who shall be responsible for the coordinating the supply and availability of uniforms for ONC Players and of various other ONC apparel for players, coaches and parents.
ARTICLE 8 – BOARD OF DIRECTORS MEETINGS
8.1 The President shall convene a meeting of the Board of Directors at least once every calendar quarter.
8.2 Notice of each meeting of the Board of Directors members shall be distributed at least five (5) days in advance, including the place, date, time, and an agenda of the meeting.
8.3 The quorum for a meeting of the Board of Directors shall be a majority of its voting members.
8.4 All members of the Board of Directors shall be entitled to vote, and all questions shall be decided by a majority of those present and voting.
8.5 The President will Chair all meetings of the Board of Directors; the President shall appoint a Secretary to record minutes of any duly constituted meeting of the Board of Directors.
8.6 The Board of Directors has the power to appoint sub-committees as it shall determine appropriate and to delegate such powers to them as the Board of Directors shall deem advisable and which it may properly delegate.
ARTICLE 9 – GENERAL MEETINGS
9.1 The Board of Directors shall convene an Annual General Meeting of the Members within ninety (90) days after ONC’s fiscal year-end date. for the purpose of reporting results of the previous year. Notice of the Annual General Meeting shall be advertised at least 14 days in advance of said Annual General Meeting, including the place, date, time, and agenda.
9.2 The Agenda prepared by the Board of Directors for the Annual General Meeting may include the following items of business:
● Approval of the agenda
● Approval of the minutes of the previous Annual General Meeting and each intervening Special General Meeting
● Business arising from these minutes
● Amendments to the Constitution
● Report from the President
● Presentation of the Financial Statements
● Election of the Members of the Board of Directors
● Other business
9.3 The Board of Directors may from time to time convene a Special General Meeting of the Members. In addition, upon the written request of Members (as per Industry Canada guidelines), the President shall convene a special meeting to consider a specific subject no later than four weeks after receipt of the request. Members will be notified in writing of the date, time, location and agenda of the Special General Meeting at least one week before the date of the meeting.
9.4 The agenda of a Special General Meeting shall be restricted to the purpose for which the meeting is called.
9.5 The Secretary shall provide Members with the minutes of the previous Annual General Meeting and each intervening Special General Meeting together with the Notice of Meeting.
9.6 The quorum for an Annual General Meeting shall be a majority of Board of Directors.
9.7 Notwithstanding Article 9.6, if a quorum is not present at a duly called Annual General Meeting, the Board of Directors shall convene another meeting with at least one week notice, and the quorum for that meeting shall be constituted by those Members
ARTICLE 10 – ELECTION, TERMS OF OFFICE, AND VACANCIES
10.1 Members of the Board of Directors shall be elected for a period of three years, at a duly constituted Annual General Meeting. Directors may serve multiple terms.
10.2 The election of the members of the Board of Directors shall be presided over by a Chairperson selected by a Board member or other Member for that purpose but who is not a candidate for election to the Board of Directors.
10.3 At least one (1) month prior to the Annual General Meeting, Regular Members shall make known to the Chairperson their intention of seeking election, or re-election, and for which position. Any Member in good standing can bring forth a nomination and it does not need a second. The slate of candidates shall be communicated to the membership in advance of the Annual General Meeting. Each position shall be subject to a vote by those members in attendance at the Annual General Meeting. The candidate with the most votes shall assume the position. If there is only one nomination for a position, the candidate must receive the majority of votes to assume the position. If there are positions with no nominations, nominations from the floor may be accepted and voted on.
10.4 Should any position not be filled by election at the Annual General Meeting, the Board of Directors may appoint a Member of the ONC to serve until the next General Meeting or leave the position vacant until a suitable person has been identified to fill the position.
10.5 Upon election a Member of the Board of Directors shall immediately commence performance of their duties and shall continue in office until their successors have been duly elected.
10.6 Each ONC Official position shall have a term of three (3) years. ONC Officials may serve multiple terms.
10.7 A member of the Board of Directors or a Standing Committee who is absent from three (3) consecutive meetings of the Committee without just cause may be considered to have resigned their position in the sole discretion of a majority of other Board Members.
10.8 Should the position of President become vacant during the incumbent’s term of office, the Board of Directors shall appoint one of the Vice-Presidents as President to serve the balance of the term.
10.9 Should any position other than that of President become vacant during the current term of office, the Board of Directors may appoint a Member of the ONC to serve until the next General Meeting.
ARTICLE 11 – BY-LAWS
11.1 The Board of Directors may make such by-laws, not inconsistent with this Constitution, as deemed necessary or convenient for conducting the business of the ONC. Any by-law made by the Board of Directors shall remain provisional until approved, repealed or amended by the next General Meeting.
ARTICLE 12 – FINANCIAL AND ACCOUNTING
12.1 The Board of Directors shall decide all matters pertaining to the finances of the ONC and shall not permit the distribution of ONC funds for other than ONC activities related to fulfilling the Purpose of the ONC.
12.2 No Board of Directors Member shall receive, directly or indirectly any salary compensation from the ONC for services rendered. As required, the ONC may pay for umpires, and outside instructors with prior approval of the Board.
12.3 The fiscal year of the ONC shall begin on the 1st day of September and shall end on 365 days later.
12.4 The Board of Directors shall ensure that an adequate reserve of liquid assets is maintained to fund on-going operations.
Furthermore, the Board of Directors shall ensure that monies collected over and above are invested regularly to enhance the programs, equipment and capital infrastructure of the ONC, and/or to host tournaments. The Board of Directors shall determine the amount of reserve required as part of its annual budget preparation process.
12.5 Should there be a dissolution of the ONC, after all outstanding debts and claims have been satisfied, the Members shall direct the remaining property of the ONC to another entity which maintains the same objectives as set forth herein.
ARTICLE 13 – OPERATING GUIDELINES
13.1 All ONC teams shall only participate in sanctioned league play, tournaments sanctioned by a recognized baseball governing body, exhibition games pre-approved by the ONC Board of Directors.
13.2 All registered ONC players must play with the team at their appropriate age-level.
13.2.1 A registered ONC player, and their parent(s) or legal guardian(s), may request to play up on an older age team by applying to the Board of Directors for “exceptional status”.
13.2.2 An ONC player applying for exceptional status must make a written submission articulating the reasons for wanting to play up. The submission should include anticipated benefits to the player from playing-up, commentary on the player’s baseball ability, knowledge and skill, as well as commentary on the player’s maturity and ability to interact with teammates that are older.
13.2.3 The Board of Directors will review each application for exceptional status without any bias and with an emphasis on the best interest of the ONC player.
13.2.4 The Board of Directors will conduct separate in-person meetings with the applicant ONC player and their parent(s) or legal guardian(s).
13.2.5 The Board of Directors shall complete its review and render its decision with fourteen (14) days of receipt of a written application. All decisions of the Board of Directors shall be final.
13.3 Each ONC teams may affiliate up to seven (7) players from outside the ONC organization. Affiliates may attend ONC practices and training sessions at the discretion of the team coach, on a rotational basis in a manner that does not take away from the attention and training delivered to fully rostered players.
13.3.1 An affiliate player shall pay a fee per ONC session attended, as determined by the Board. No affiliate shall pay more than $500 in affiliation fees, with there being no limit on the number of ONC sessions they may be invited to.
13.4 An ONC team may request to call up ONC players from a younger age group. Any such request shall be made via email, with a copy of the request going to the President or Executive Vice President.
13.4.1 An ONC coach may refuse to allow a player to play-up if the absence of that player will impact the team in league play or tournament play, if the team is practicing prior to important game(s).
ARTICLE 14 – AMENDMENTS
14.1 This Constitution may be amended by a duly called General Meeting, provided that the Board of Directors is informed and provided with a copy of the proposed amendment in writing at least 14 days in advance of the General Meeting. A copy of the proposed amendments will be provided to Members together with the Notice of Meeting. Amendments shall be approved by a majority of the voting members of the Board of Directors.
ARTICLE 15 – COMING INTO FORCE
15.1 This Constitution and any amendment hereto shall be effective when it is adopted at a General Meeting.
The membership of the Ottawa Nepean Canadians Baseball Club approved this Constitution on the 7th day of August, 2018.
This Constitution has been amended and such amendments approved by the membership of the Ottawa Nepean Canadians Baseball Club on the 26th day of October, 2020.
APPENDIX A: Ottawa Nepean Canadians Baseball Club - Code of Conduct