CONSTITUTION OF THE EXPANDED SENIOR SLO-PITCH ASSOCIATION

DEFINITIONS

Member: Any person by virtue of paying the prescribed membership fee and admitted to the Association by the Registrars (see By-laws).

VISION

The Expanded Senior Slo-Pitch Association is a recreational league and exists to allow seniors, both male and female, 55 years of age and older to play slo-pitch softball on a regular basis from the middle of May to the middle of September each year.

ARTICLES

Article I - Name

The name of the unincorporated association is the "Expanded Senior Slo-Pitch Association" otherwise known as the "ESSA" or the "Association".
[Note; the Association was originally created under the name "Etobicoke Senior Slo-Pitch Association"; the name was changed in 2023 to better reflect that members come from all over the greater Toronto area.]

Article II - Objectives

The objectives of the ESSA are:

1. To co-ordinate, to organize and to give structure to the game of softball for Members through:
   1. Provision of locations for competitions.
   2. Provision of guidelines for competition.
   3. Provision of all team uniforms (sweaters), bats, balls, bases and game incidentals for competition.
   4. Provision of a learning environment for players, coaches, officials and other individuals and groups that are Members.
   5. Creation of opportunities for groups and individuals who are Members to:
      1. Compete on a fair basis.
      2. Develop skills.
      3. Have fun.
      4. Exercise.
      5. Socialize.
   6. Fostering goodwill and sportsmanship.
   7. Promoting accessibility of the game to any who wish to play, coach or officiate.

2. To recognize excellence through:
   1. Provision of awards for Member achievements.

CONSOLIDATED BY-LAWS OF THE EXPANDED SENIOR SLO-PITCH ASSOCIATION

ARTICLE I - GENERAL

These By-laws relate to the general conduct of the affairs of the Expanded Senior Slo-Pitch Association, a non-profit unincorporated association.

1.2. Head Office.

The Head Office of the Expanded Senior Slo-Pitch Association will be located in the Municipality of Toronto, at such place therein as the Directors may determine.

1.3. Ruling on By-laws.

In the event of a dispute the Board will have the authority to make an interpretation concerning any word, term or phrase in these By-laws which is ambiguous, contradictory or unclear.

1.4. Definitions.

The following terms have these meanings in these By-laws:

1. Director - an individual elected or appointed to serve on the Board pursuant to these By-laws.
2. Member - any person by virtue of paying the prescribed membership fee and admitted to the Association by the Registrar(s).
3. Ordinary Resolution - a resolution passed by the majority of votes cast in a General Meeting of Members for which proper notice has been given.
4. Special Resolution - a resolution passed by not less than two-thirds of the votes cast at a General Meeting of Members for which proper notice has been given.

ARTICLE II - MEMBERSHIP

The ESSA has two categories of participants:

1. active players (hereafter referred to as "Members").
2. spare players, coaches, umpires, scorekeepers and other individuals.

2.2. Membership Dues.

Membership dues will be as determined by the Board. Only Members (active players) must pay membership dues.

2.3. Admission of New Members.

No person will be admitted as a Member unless:

1. The candidate has made an application for membership in a manner prescribed by the Board;
2. The candidate provides acceptable proof of age (55 years or older) (drivers license, health card, passport, etc);
3. The candidate has been approved as a Member by the Registrar(s); and
4. The candidate has paid member dues as prescribed by the Board.

2.4. Voting Rights of Members.

Members are each entitled to one (1) vote at meetings of Members.

2.5. Good Standing.

A Member may be deemed by the Board to not be in good standing when:

1. It owes outstanding membership dues or other debts to the Expanded Senior Slo-Pitch Association; or
2. It is subject to a disciplinary action or investigation of the Expanded Senior Slo-Pitch Association, or if subject to disciplinary action previously, has not fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Expanded Senior Slo-Pitch Association.

2.6. Not in Good Standing.

Members who cease to be in good standing will not be entitled to vote at meetings of Members, and will not be entitled to the benefits and privileges of membership. A Member may be restored to good standing upon meeting the definition of good standing set out in Article 2.5, to the satisfaction of the Board of Directors of the Expanded Senior Slo-Pitch Association. A Member may be expelled if the Member fails or refuses to return to good standing within the timelines specified by the Board.

2.7. Resignation.

A Member may resign from the Expanded Senior Slo-Pitch Association by giving written notice to the Commissioner or Registrar(s). Notwithstanding resignation from membership, a former Member remains liable for any membership dues owing prior to the resignation.

ARTICLE III - GOVERNANCE

The affairs of the Expanded Senior Slo-Pitch Association will be managed by a Board of Directors currently comprised of:

• Commissioner
• Assistant Commissioner
• Past Commissioner
• Team Captains
• Business Manager / Registrar
• Diamonds / Parks Manager
• Equipment Manager(s)
• Fairness Committee Members
• Memorial Tournament Manager
• Nominating Committee Member(s)
• Player Draft Committee Member(s)
• Rules Committee Member(s)
• Secretary
• Social Convenor(s)
• Spares Manager
• Sponsor Liaison
• Statistician
• Tournaments Manager
• Treasurer
• Umpire-In-Chief
• Web Site Administrator

The exact make-up of the Board and Committees may be changed by the Board as roles and requirements change.

While Directors are usually Association Members, some positions may be filled by other qualified person(s). The majority of the Board will be Association Members.

One person often takes on more than one of the Director roles listed.

3.2. Powers of the Board.

Except as otherwise provided in these By-laws, the Board has the powers of the Expanded Senior Slo-Pitch Association and may delegate any of its powers, duties and functions. Without limiting the generality of the foregoing:

1. The Board may make policies, procedures and regulations for managing the affairs of Expanded Senior Slo-Pitch Association in accordance with these By-laws.
2. The Board may make policies and procedures relating to management of disputes within the Expanded Senior Slo-Pitch Association and all disputes will be dealt with in accordance with such policies and procedures.
3. The Board may establish committees to assist with performing the work of the Expanded Senior Slo-Pitch Association, and may delegate authority to committees.
4. The Board may employ or engage under contract such persons as it deems necessary to carry out the work of the Expanded Senior Slo-Pitch Association.

3.3. Eligibility to Serve on the Board.

Any member may indicate their willingness to serve on the Board to the Commissioner at any time.

3.4. Term.

Directors assume office immediately after being voted to a position, and serve until they resign, are removed from or vacate their office, except for the Commissioner, Assistant Commissioner, and Past Commissioner.

The Commissioner is elected for a two (2) year term, and will hold office until their successor has been duly appointed or elected by the Board, unless they resign, are removed from or vacate their office.

The Commissioner may be re-elected or have their term extended by the Board, but the expectation is that the Assistant Commissioner would become the next Commissioner; this must be confirmed by a vote of the Board. The new Commissioner normally takes office at the end of the Fall General Meeting.

The previous Commissioner then becomes the Past Commissioner and remains on the Board until the current Commissioner's term is over.

3.5. Resignation.

A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. This resignation will become effective the date on which the request is approved by the Board.

3.6. Vacate Office.

The office of any Director will be vacated automatically:

1. If the Director ceases to be in good standing;
2. If the Director is found by a court to be of unsound mind;
3. If the Director becomes bankrupt; or
4. If the Director, without reasonable excuse, fails to attend three (3) consecutive meetings of the Board.

3.7. Removal.

A Director may be removed by Special Resolution of the Members present at a Meeting of Members, provided the Director has been given notice of and the opportunity to be present and to speak at such a Meeting.

3.8. Vacancy.

Where the position of a Director becomes vacant for whatever reason, the Board will advertize the vacancy to all Members. The vacant position should be filled at the next Board Meeting if possible.

Election procedure:

1. If there is more than one candidate for a position, two disinterested Tellers are selected from the Board who will count the votes.
2. All candidates will be invited to the Board Meeting where they will be given maximum two minutes to speak to the Board about their candidacy.
3. A vote of all Board members will be taken by secret ballot. If one candidate has a majority of the votes, that candidate is elected.
4. If no candidate has a majority, the candidate(s) with the lowest number of votes is/are dropped from the ballot.
5. All Board members vote again on the reduced slate of candidates.
6. Normally, after the vote is complete, a motion is made that the ballots be destroyed at end of meeting.

3.9. Number of Meetings.

The Board will meet with all Members a minimum of two (2) times per year in person if possible. Electronic conference calls and e-mail are acceptable if in-person meetings are not possible. Members may also be contacted by electronic conference call or e-mail as required.

The Board of Directors meets as required throughout the year, in-person if possible. Electronic conference calls and e-mail are acceptable if in-person meetings are not possible.

3.10. Call of Meeting.

The meetings of the Members will be at the call of the Commissioner.

The meetings of the Board will be at the call of the Commissioner, or at the call of the Secretary if a majority of the Board requests a meeting.

3.11. Notice.

Written notice of Member meetings will be provided to all Members at least fourteen (14) calendar days before the date of the meeting.

Written notice of Board meetings will be provided to all Directors at least fourteen (14) calendar days before the date of the meeting.

3.12. Meetings without Notice.

Meetings of the Board may be held at any time without notice if all Members of the Board are present and waive notice, or if those Members who are absent signify their consent in writing to the meeting being held in their absence.

3.13. Quorum.

Quorum for any meeting of the Board will be:

1. 2/3 of the members of the Board; and
2. a majority (more than half) of the team Captains, or their representative(s).

All Directors are entitled to attend all meetings, and all Directors have a vote.

3.14. Commissioner / Assistant Commissioner.

The Commissioner will be responsible for the general supervision of the affairs and operations of the Expanded Senior Slo-Pitch Association, will Chair the Meetings of the Board and Members, and will perform such other duties as may from time to time be established by the Board.

The Assistant Commissioner will perform the duties and exercise the powers of the Commissioner in the absence of the Commissioner, and will perform such other duties as may from time to time be established by the Board.

If the Commissioner and Assistant Commissioner are absent, the Directors will appoint from among their number a Director to preside over the meeting.

3.15. Voting.

Meetings are conducted using Robert's Rules of Order Revised as the primary resource.

In particular the Board of Directors operates as a Committee or Board, which means among other things that the chair of the meeting (the Commissioner or his/her designate) votes on motions. Motions pass if supported by a majority of the votes cast (abstentions do not count); on tied votes, the motion fails. The chair can not vote twice (e.g. to break a tie vote). Unless specified otherwise, questions will be decided by majority vote. Voting will be by a show of hands unless the majority of the Board approves a secret ballot.

3.16. Closed Meetings.

Meetings of the Board will be private, attended only by Members of the Board and staff, as required. Others may participate in the meeting if invited by the Commissioner or by the Board.

3.17. Electronic Meetings.

A Meeting of the Board may be held by electronic conference or e-mail provided that either the majority of the Board consents to such a meeting, or the holding of meetings by electronic conference / e-mail has been approved by a resolution by the Board, or in-person meetings are not permitted by City, Provincial or Federal government order / by-law.

3.18. Committees.

The Board may appoint such Committees as it deems necessary for assisting the Board in carrying out its activities.

The Board will establish the terms of reference for Committees, and may delegate any of its powers, duties or functions to a Committee, except where prohibited by this By-law.

The current list of Committees is found in item 3.1 (above).

3.19. Vacancy on Committees.

When a vacancy occurs on any Committee, the Board may appoint, or elect if there are multiple candidates, a qualified Member or other qualified person to fill the vacancy. The Member does not have to be an existing Board member. While Directors are usually Association Members, some positions may be filled by other persons. The successful candidate becomes a Board member (Director).

3.20. Removal from Committees.

The Board may remove any member of any Committee.

3.21. No Renumeration.

All Directors will serve their term of office without remuneration except for reimbursement of expenses in accordance with policies approved by the Board.

3.22. Conflict of Interest.

A Director who has an interest in, or who may be perceived as having an interest in, a proposed contract or transaction with the Expanded Senior Slo-Pitch Association will disclose fully and promptly the nature and extent of such interest to the Board; will refrain from voting or speaking in debate on such contract or transaction; and will refrain from influencing the decision on such contract or transaction.

ARTICLE IV - MEETINGS OF THE MEMBERS

General Meetings of Members will include two (2) Annual General Meetings, one in the Spring before the season, and one in the fall after the season (normally in conjunction with the Banquet), and Special General Meetings.

4.2. Notice.

Written notice of General Meetings will be given to all Members at least fourteen (14) calendar days prior to the date of the meeting.

4.3. Annual General Meetings.

The Expanded Senior Slo-Pitch Association will hold Annual General Meetings on such dates, times and places as may be determined by the Commissioner, at least twice every calendar year and not more than twelve (12) months after the adjournment of the previous Annual General Meeting, providing the Association operated the previous season.

4.4. Special General Meeting.

A Special General Meeting of Members may be called at any time at the discretion of the Board, and will be called within thirty (30) days of receiving a written request for a Special General Meeting from a majority of Members. If requested by Members, the request must state the reason for the meeting and the items to be determined at the meeting.

4.5. Business at Meetings.

The presentation of financial statements and report(s) from the Directors to the Members will be conducted at the Annual General Meetings. Any other business may be conducted at the Annual General Meetings or at Special General Meetings.

4.6. Quorum.

Quorum at a General Meeting will be a majority of Members.

4.7. Voting.

Members in good standing carry one (1) vote. Unless specified otherwise, questions at General Meetings will be determined by Ordinary Resolution, where a tie vote will fail. Voting will be by show of hands unless a majority of Members approve a secret ballot.

ARTICLE V - FINANCE AND MANAGEMENT

The Expanded Senior Slo-Pitch Association is a non-profit unincorporated association and will not be run as a money-making venture for its Members or Board of Directors.

5.2. Fiscal Year.

Unless otherwise determined by the Board, the fiscal year-end of the Expanded Senior Slo-Pitch Association will be December 31.

5.3. Bank.

The banking business of the Expanded Senior Slo-Pitch Association will be conducted at such financial institution as the Board may designate.

5.4. Exemption from Audit.

Unless required by law, the financial statements of the Expanded Senior Slo-Pitch Association will be unaudited.

5.5. Signing Authority for Financial Transactions.

The Treasurer and two (2) other Directors of the Expanded Senior Slo-Pitch Association will have signing authority for all financial transactions conducted in the name of the Expanded Senior Slo-Pitch Association. All transactions will require two (2) signatures.

5.6. Execution of Agreements.

All written agreements entered into in the name of the Expanded Senior Slo-Pitch Association will be signed by the Commissioner and Assistant Commissioner except those written agreements identified by the Board in advance as being standard form agreements relating to routine and ongoing operations of the Expanded Senior Slo-Pitch Association, which may be entered into by any one (1) of the Commissioner, Assistant Commissioner, or Treasurer.

5.7. Property.

The Expanded Senior Slo-Pitch Association may acquire, lease, sell or otherwise dispose of securities, lands, buildings or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.

5.8. Borrowing.

The Expanded Senior Slo-Pitch Association may borrow funds upon such terms and conditions as the Board may determine.

5.9. Books and Records.

The Board will ensure that all books and records of the Expanded Senior Slo-Pitch Association required to be kept by these By-laws or any other statute or law are regularly and properly kept. The Board may from time to time specify a time and place at which Members may view the books and records of the Expanded Senior Slo-Pitch Association. A Treasurers report should be included in every General Meeting of Members, and all Board Meetings with the possible exception of those called to resolve single / urgent issues.

ARTICLE VI - INDEMNIFICATION

The Expanded Senior Slo-Pitch Association will indemnify and hold harmless out of the funds of the Expanded Senior Slo-Pitch Association each Director from and against any and all claims, demands, actions or costs which may arise or be incurred as a result of occupying the position or performing the duties of a Director.

6.2. Will Not Indemnify.

The Expanded Senior Slo-Pitch Association will not indemnify a Director or any other person for acts of fraud, dishonesty, or bad faith.

6.3. Insurance.

The Expanded Senior Slo-Pitch Association may purchase and maintain insurance for the benefit of its Directors, as the Board may determine.

ARTICLE VII - AMENDMENT OF BY-LAWS

These By-laws may only be amended, revised, repealed or added to by a Special Resolution. Amendments to the By-laws require thirty (30) calendar days notice.

7.2. Notice.

The written notice of the Board Meeting at which the Special Resolution will be proposed must include details of the proposed resolution to change these By-laws.

ARTICLE VIII - NOTICE

In these By-laws, written notice will mean notice which is hand-delivered or provided by e-mail, facsimile, mail or courier to the address of record of the Director or Member, as the case may be.

8.2. Date of Notice.

Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is e-mailed or sent by facsimile, in writing where the notice is couriered, or in the case of notice which is provided by mail, five days after the date the mail is post-marked.

8.3. Error in Notice.

The accidental omission to give notice of a Meeting of the Board or the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the Meeting.

ARTICLE IX - ADOPTION OF THESE BY-LAWS

These By-laws are presented to the Board of Directors of the Expanded Senior Slo-Pitch Association, for ratification by Special Resolution, at a meeting duly called and held electronically on March 30, 2021.

9.2. Repeal of Prior By-laws.

In ratifying these By-laws, the Board Members of the Expanded Senior Slo-Pitch Association repeal all prior By-laws of the Expanded Senior Slo-Pitch Association provided that such repeal does not impair the validity of any action done pursuant to the repealed By-laws.

9.3. Enactment.

These By-laws are hereby enacted and will come into force on the date approved by the Board.