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SS Constitution

THE CORPORATIONS ACT

FORM 1

ARTICLES OF INCORPORATION (SECTIONS IS,   419.   461.   466.   488)

1   - Name of Corporation                                  ---------------------------- ?----------

SOUTHERN SHORE MINOR HOCKEY ASSOCIATION  INCORPORATED

2   - The place in Newfoundland where the registered office Is to

be situated

Southern Shore Arena, Mobile,   Newfoundland

3   — The classes and any maximum number of shares that the

corporation Is authorized to Issue

The corporation has no authorized share capital. • 4-Restrictions if any on share transfers

N/A

5  -' Number (or minimum and maximum number) of directors

There shall be a minimum of    three               (      3     ), and a

maximum of       ten                (_____ 10           ) directors__________________

6  -Restrictions if any on business the corporation may carry

On

See Schedule 1 attached to the form.

7 "— Other provisions if any                                                                   !

See Schedule 2 attached to the form. 8 - Incorporators___________________

Names

Address (Include Postal* Code)

Signature

~*

 

 

 

 

 

 

/

 

For Departmental use only Corporation/No. -

SCHEDULE  1

                  Restrictions on business the Corporation may carry on:

(a) To promote and provide facilities for midget, bantam, pee-wee, atom, novice and squirt ice hockey and other games, sports and pastimes in the area of the Southern Shore of the Avalon Peninsula, Island of Newfoundland;

(b)  To organize competitive ice hockey leagues, to arrange matches and competitions and to manage and administer championship playoffs and to grant, receive and contribute towards awards and other distinctions;

(c)To own, lease, operate, maintain, and manage club houses and other accommodations  for such games  and pastimes;

(d) To teach children good sportsmanship;

(e) To protect the mutual interests of each of the ice hockey clubs, which may from time to time be affiliated with the Association;

(F) - To take over the whole or any part of the real and personal property belonging to, and to undertake all or any of the liabilities of, an unincorporated society known as the "Southern Shore Minor Hockey Association" whose principal office is now situate at the Southern Shore Arena,   in the Town of Mobile,   Province of Newfoundland;

- 2 -

(G) -To foster and assist local minor hockey clubs in furthering the game of ice hockey and, in particular, without limiting the generality of the foregoing, to act as an administrative and mediating body for the purposes of settling questions, complaints and disputes arising between the various ice hockey teams within the area of the Southern Shore of the Avalon Peninsula extending from the Community of Bay Bulls to the Community of Trepassey inclusive, which from time to time are managed and administered by the corporation and to interpret the rules of ice hockey covering all ice hockey matches and other competitions which are promoted, arranged, conducted or controlled by the Corporation;

(H) To make by-laws, regulations and rules regulating or effecting any or all of the activities of the Corporation and of the conduct of all ice hockey matches and competitions promoted, arranged, conducted and controlled by the Corporation and, in particular, but not so as to limit the generality of the foregoing to make by-laws, regulations and rules respecting eligibility of players, transfer of players from one team to another, suspension and expulsions, the mode and manner of officiating at all games and matches and the mode and manner of protesting against officiating decisions;

(I) To join in association with any other organization or organizations promoting the objects of this Association;

(J) To borrow or raise money in such manner as the Association may see fit, for the repayment of any money borrowed or owing by mortgage, charge or lien, bonds, debentures, bills of exchange, promissory notes or other obligations or securities of the Association;

(K) To invest and deal with any money of the Association, which in the opinion

(3)

     of the committee members is not immediately required for any of its objects or its business upon such securities and in such manner as from time to time may be determined;

L) To engage in, organize, administer and carry out fund raising projects and activities and to carry on any business or businesses either on a continuous or temporary basis which may be considered necessary or desirable for the purpose of financing or operating the Association or for promoting any of the objects of the Association;

M) To accept any bequests, gifts or donations, or to accumulate or to provide a fund or endowment and to invest any such funds and to apply the income arising therefore, or to resort to the capital thereof, for any of the objects of the Association:

n) To operate lunch counters, snack bars, restaurants and vending machines;

(o)      To purchase, hire, exchange, accept a gift or donation, lease, or otherwise acquire and hold temporarily or permanently for the purposes or advantages of the Association any real or personal property, and, in particular, but not so as to restrict the generality of the foregoing any land, buildings, rooms, furniture, fittings, apparatus, appliances, conveniences and accommodations and to sell, demise, let, mortgage or otherwise dispose of same;

                        (4)

(p) To solicit subscriptions for any of the objects of the Association;

(q)     To contract to do as the agents for others, or To  employ others to do as agents for the

Association, all or any of the work or things Which the Association is authorized by these presents to do for itself;

(r)     To employ any or all persons whose professional assistance may be required or deemed necessary to carry out the objects of the Association;

(s) To remunerate any person, firm or company rendering services to the Association;

(t)     To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading warrants and other negotiable or non-negotiable or transferrable instruments;

(u)   To purchase or otherwise acquire and undertake all or any part of the property, assets, or liabilities and engagements of any one or more societies, associations or organizations with which the Association may amalgamate; and,

(v) To do all such things as the Association may deem incidental or conducive to the attainment of the above objects or any of them.

- 5 -

SCHEDULE 2

 This is Schedule 2 annexed to and forming part of the foregoing Articles of Incorporation.  7.Other provisions, if any:

(a)                   The business of the Corporation is to be carried on without pecuniary gain to its members;

(b)                   Any profits or other accretions to the Corporation are to be used in furthering its undertaking; and,

(c)                   Each first Director shall become a member of the Corporation upon its

Incorporation.

NEWFOUNDLAND

THE CORPORATIONS ACT FORM 3

NOTICE OF REGISTERED OFFICE OR NOTICE OF CHANGE OF REGISTERED OFFICE (SECTION 37)

1 - Name of Corporation

SOUTHERN  SHORE  MINOR  HOCKEY ASSOCIATION  INCORPORATED

3 - Address of the registered office

Southern Shore Arena, Town of Mobile

2 - Corporation No.

4 - Effective date of change

N/A

5 — Previous address of the registered office

N/A

Date

Signature

Description of Office Incorporator

NEWFOUNDLAND

THE CORPORATIONS ACT FORM 6

NOTICE OFDIRECTORS (SECTIONS 171,     179)

1- Name of Corporation

SOUTHERN  SHORE  MINOR HOCKEY ASSOCIATION INCORPORATED

2 - Corporation No.

3 - The following persons became directors of this corporation:

Effective Date Name                 Residential Address

Occupation

 

N/A

N/A

N/A

4 - The following persons ceased to be directors of this corporation:

Effective Date

Name          I      Residential Address

N/A

N/A

5 - The directors of this corporation now are:

Name

Residential Address I Occupation   |   Citizenship

 

Date

Signature

Description of Office Incorporator

BY-LAWS OF

THE SOUTHERN SHORE MINOR HOCKEY ASSOCIATION INCORPORATED

(The "Association") MEMBERSHIP

(l)-Any person residing within that area of the Southern Shore of the Avalon Peninsula of the Province of Newfoundland from and including the Town of Bay Bulls to and including the Town of Trepassey (the "Southern Shore") who declares his interest in the promotion of minor ice hockey in the said area shall be qualified to become a member of this Association.

(2)-Every person upon being admitted to membership in the Association shall pay to the Association an entrance fee in the amount of two dollars ($2.00) and thereafter in each and every year during which he remains a member shall pay to the Association, as a condition of remaining a member in good standing, an annual fee in the amount of $2.00. A voting member is a person 19 years of age or older living within the boundaries of the Southern Shore who becomes a member of the Association.

(3)-The amount of entrance fees and annual fees may be amended from time to time by the Association in General Meeting by ordinary resolution to that effect.

 2 DIRECTORS

(4) -There shall be a Board of Directors of the Association who shall be voting members in good standing of the Association consisting of the following: President, Vice President, Past President, Treasurer, Secretary, Registrar, IHL Rep, Tri-Com Rep, Female Rep, Novice Initiation Rep and Special events coordinator.

(5)-The officers of the Association (who shall be voting members in good standing of the Association) shall--** consist of a President, Vice President, Past President, Treasurer, Secretary and Registrar.

(6)-At annual general meetings held after adoption of these By-laws in even numbered years, President, Treasurer, Registrar, Tri-Com Rep and Special Events Co-coordinator. At meetings held in odd numbered years, Vice President, Secretary, IHL Rep, Female Rep and Novice/Initiation Rep shall be elected for two year terms. The officers elected at a meeting of the unincorporated body "Southern Shore Minor Hockey Association" on May 3, 1987, shall continue to hold office as officers of the Association until replaced in accordance with these By-laws.

(7)-By virtue of his election, each officer shall be deemed to be a member of the Board of Directors of the Association.

(8)-In the event of any vacancy occurring in the Board of Directors of the Association, the remaining Directors shall have the power to fill such vacancy until the next annual General Meeting, at which time, Election(s) would be held for the remaining term of office as defined in Article 7 of the Articles of the Association.

(9) -The term of office of the Board of Directors shall commence on the first day of June in the year in which the Annual General Meeting of which they are elected is held.

(10)-On the 31st day of May in each year, the officers and Directors whose terms of office expire in that

Year shall retire but shall be eligible for

re-election.

(11)-The Board of Directors, by a two-third majority, may at any time in their absolute and unfettered discretion dismiss any director upon giving notice in writing thereof and the reason for such dismissal. Such Director may appeal the dismissal by writing to the Board of Directors stating the reasons for appeal. Such appeal shall be to the Association General membership.

(12) -A member of the Board of Directors shall not vote in respect of any contract in which he is interested, or any matter arising thereof, or if he does so vote, his vote shall not be counted.

(13)-The Association may from time to time by ordinary resolution increase or decrease the number of Directors.

(14)-The Association may by special resolution remove any officer or Director before the expiration of his period of office.

(15)-The office of officer or Director shall be vacated if the officer or Director:

(a)    becomes of unsound mind;

(b)    resigns his office by notice in writing to the Association; or,

(c) Is directly or indirectly interested in any contract with the Association and fails to declare the nature of his interest.

POWERS OF THE BOARD OF DIRECTORS

(16)-The business affairs of the Association shall be administered and managed by the Board of Directors, who may pay all expenses incurred in the formation and registration of the Association and may exercise all such powers of the Association as are not by the Corporations Act as amended or by these By-laws required to be exercised by the Association in general meeting, subject nevertheless to any regulations not being inconsistent with the aforesaid regulations or provisions as may be prescribed by the Association in general meeting, but no regulations made by the Association in general meeting shall invalidate any prior act of the Board of Directors which would have been valid if such regulations had not been made.

(17). Without prejudice to any of the powers by Articles or By-laws conferred upon the Board of Directors, it is hereby declared that they shall have the following powers:

(a) to raise or borrow money for the objects of the Association and to secure the repayment of the same by mortgage or charge upon the whole or any part of the assets and property of the Association, present or future;

(b)  to purchase or otherwise acquire on behalf of the Association any property, rights or things which the Association may purchase or acquire;

(c)  to appoint, remove or suspend any managers, secretaries, clerks, agents or servants and to direct and to control them and to fix and pay their remuneration;

(d)  to enter into negotiations and agreements or contracts (preliminary, conditional or final) and to give effect to, vary or rescind same;

(e) to give receipts and releases and discharges on behalf of the Association;

(f)  to invest and deal with any of the monies of the Association not immediately required for the purposes of its business in such manner as they think fit; and to vary such investments or realize the amount invested therein;

(G) To organize, prepare, manage, vary, change or modify the playing schedules for all games, matches and competitions promoted, arranged, conducted and controlled by the Association;

(H)    To expel, suspend or otherwise discipline teams, players, coaches and managers for violations of the Memorandum, Articles, By-laws, regulations or rules of the Association or for an act or acts of conduct prejudicial to the Association for its purposes or the well-being of any ice hockey league promoted, arranged, conducted or controlled by the Association;

(I) To administer and interpret the rules and regulations contained in any official rule book or code of behavior which may from time to time be approved for use by the Association;

(J) to choose, decide upon, alter, or change any or all buildings, facilities, equipment of the Association or playing sites for the purpose of conducting ice hockey games, matches or competition;

(K) To decide upon and to charge players, coaches and managers fees for participation in the activities sponsored by the Association;

(L)    To prescribe the conditions upon which teams may be organized and may be permitted to participate in the games, matches and competitions sponsored, promoted, controlled, organized and conducted by the Association; and,

(m)    The Board of Directors may, from time to time, delegate authority to any persons or group of persons to raise monies to fund particular projects approved by the Board. Such projects shall and must be for the benefit of the Association as a whole and not for the benefit of one group of individuals.

18. The Board of Directors may delegate any of their powers to committees, consisting of such member or members of the Association as they see fit. Any committee so formed shall, in the exercise of the of the board shall report to the board of directors. All committee’s form shall follow the rules the board has set in place.

                    Proceedings of the Board Of Directors

19- The Board of Directors shall manage or supervise the management of the affairs and business of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. The Executive Committee is charged with providing the overall direction of the SSMHA. It meets monthly except in July and reports on its activities to all the Board of Directors. All Meetings shall be chaired by the President or Vice-President and all minutes shall be recorded by secretary. For any such thing to get passed by the board a motion must be brought to the floor and must be seconded, this must be recorded. Each member of the board shall have one vote. All minutes shall be available for the public if the need arises. The board shall have a agenda for each meeting and shall following only what is on the agenda, an agenda shall be made up by the secretary with any information from the President or any members of the board. At the beginning of each meeting there will have to be a motion made to accept the Minutes of the previous meeting before moving on to the next business. 

- 12 –

DUTIES OF OFFICERS

23.            The President may preside at all meetings of the Association and of the Board of Directors and she/he may, at any time, call an emergency meeting of his own motion without being required to give the notice provided for under Articles 21 and 40. She/he shall have full power and authority to appoint all investigating and other committees and shall authorize all expenditures of the Association.

24.            The Vice President, or in his absence, the Secretary, may in the absence* of the President, perform the duties of that office.

25.            The Treasurer shall have custody of all monies passed to him/her, for which he shall give a receipt. He/her shall keep full and accurate accounts of all disbursements of the Association in proper books of account, and he shall deposit all monies in the name and to the credit of the Association.

26.            The Secretary shall keep correctly the minutes of all proceedings of the Association and of the Board of Directors. He/she shall have authority to check the accounts of the Treasurer and shall be required to bring to the attention of the meeting any irregularities that may occur from time to time.All cheques shall be signed in the following manner:

(i) by the President, and co-signed by the Treasurer or the

President or the Secretary; or,

(ii) by the Treasurer and co-signed by the Vice President or the Secretary.

27.            Other members of the Board of Directors shall be responsible for such duties as are delegated to them by the Board of Directors.

28.            Any member of the Association may at any time resign by the presentation of a notice in writing of his resignation to the Board of Directors.

29  The Board of Directors may, by a majority vote, expel from the Association or suspend or otherwise discipline any member or expel, suspend or otherwise discipline teams, players, coaches and managers who have committed any act or acts prejudicial to the Association or its purposes or to the well-being of any ice hockey league promoted, arranged or conducted.

30.            Charges that a member or director, team, coach, player or manager has committed an act or acts prejudicial to the Association or its purposes or the well-being of any ice hockey league promoted, arranged, conducted or controlled by the Association or has violated any of the provisions of the Memorandum, Articles, By-laws, regulations or rules of the Association shall be made in writing to the Board of Directors.

31.            Before a member or director, team, player, coach or manager is expelled or suspended or otherwise disciplined, the following procedures shall be followed:

A- the act or conduct complained of shall be inquired into a committee of at least three members appointed by the Board of Directors for the

purpose;

B- such member or director, team, player, coach or manager against whom a charge is made shall be notified thereof by registered mall stating:

(i)  the specific charges made against him;

(ii) the material facts which will be relied on by his accusers as supporting the charges made against him; and,

(iii)  the names of those members appointed by the Board to inquire into the charges;

(c)                   Such member or director, team, player, coach or manager shall be entitled to be present at the hearing and to be represented by legal counsel or some other spokesman of his choice and shall be given full opportunity to defend himself and to justify and explain his conduct .

(d)                   if a majority of the committee appointed for the purpose decide that it is proven that a member or director, team, player, coach or manager is guilty of any of the charges alleged, they shall report their decision to the Board together with a recommendation with respect to the form of discipline that should be imposed on such member;

(e)                 The Board, by a majority of those present at the meeting, may accept or reject, but may not modify, the committee's decision and recommendation with respect to discipline provided that if the decision and

recommendation of the Committee is rejected, the member or director, team, player, coach or manager, as the case may be, shall be deemed to be absolutely exonerated from all charges brought against him and in the case of the member, shall have the right to remain a member of the Association.

(f)    When a member or director is being expelled or suspended,   or otherwise disciplined in his

capacity as coach, team, player, manager, assistant manager, trainer, or in any other designated role as a team person, he shall not have the right to appeal any charges under procedures as outlined in Articles 31 , 32, and 33.

32- Upon the resignation or expulsion of a member, the Secretary shall notify all members of the Association to this effect and any member who reigns or is expelled shall forfeit all privileges of membership in the Association.

GENERAL MEETINGS

33- The Association shall, not later than the 31st day of May in each year, hold one General Meeting as its Annual General Meeting, in addition to any other meetings which may be called in that year, and shall specify the meeting as such in the notices calling it. Provided further that if, as a result of inadvertence, or other caused beyond the control of the Association, the Association fails to hold its Annual General Meeting before the 31st day of May in Any given year, it shall not be precluded from doing so after the 31st day of

May in that year provided the meeting is called and held with all reasonable dispatch thereafter.

34. Subject to the provisions of the Preceding Article, the Annual General Meeting shall be held at such time and such place as the Board of Directors shall appoint or, in default, by the Association in General Meeting.

35- All general meetings other than Annual General Meetings shall be called

"extraordinary general meetings."

36- The Board of Directors may, whenever they think fit, and they shall, upon the requisition made in writing to the Secretary by one-quarter (25%) of the members of the Association, convene an extraordinary general meeting.

37- Where an extraordinary general meeting is requested by one quarter (25%)  of the Association, the said members shall state in writing to the Secretary

the objectives of the meeting and the reasons for the said request and the Board

of Directors thereupon shall call an extraordinary general meeting within seven (7) days of the date on which the said request is received by the Secretary, but,

unless the Board of Directors consents, no business other than stated in the

request shall be transacted at the meeting so called.

38.    At least three (3) days before every general

meeting, notification specifying the place, the day, the hour of the meeting, and in the case of special business, the general nature of such business, shall be given by public notice in at least one daily newspaper which has general circulation on the Southern Shore; but the accidental omission to give

such notice  shall  not   invalidate  the proceedings  at any general   meeting.

PROCEEDINGS   AT   GENERAL  MEETINGS

39.           All business   shall be deemed  "special,"   that   is:

(a)   transacted at an extraordinary general meeting;   and,

(b)  Transacted at an annual general meeting with the exception of the consideration of accounts, balance sheets and the reports of the officers of the Association and the auditors, the election of officers  and the appointment  and remuneration  of   auditors. 

40.  Business shall be transacted at any general meeting no matter how many people show up for the meeting and business shall commence.

41.  The President, or in his/her absence, the Vice President respectively, shall preside as   Chairman at all meetings of the Association.

42. If neither the President nor either Vice President is present at the time of holding a meeting, the members shall choose someone of their number to be Chairman.

43. the Chairman may, with the consent of the meeting,   adjourn   anymeeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at  the meeting at which the adjournment  took place.

44-   At any general meeting, unless a poll is demanded by at least five (5) members, a declaration by the Chairman that a resolution has been carried or lost, and an entry to that effect in the books of the Association shall be the conclusive evidence of the fact.

45-   Unless a poll is demanded, it shall be taken in such a manner and at such time as the Chairman directs and the result of such poll shall be deemed to be the resolution of the Association in general meeting.

46- Every voting member shall have one (1) vote. In the case of an equality of votes made on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

47-No voting member shall be entitled to vote at any meeting unless all monies payable by him to the Association have been paid.

AUDITORS

48- The Board of Directors may appoint an auditor of the Association for each year who shall not be a member of the Association. The remuneration to be paid the auditor shall be fixed by the Board of Directors.

NOTICES

49-   A notice may be served by the Association upon any member either personally or by sending it through the post in a prepaid registered letter addressed to such member at his regular place of abode, or if unknown, at the address which appears on the List of

Membership.

 50- Any notice, if served by Post, shall be deemed tohave been served at the time the letter containingthe same would have been delivered in the ordinary course of post,  and in providing such service it Shall be sufficient to prove that the letter Containing the notice was properly addressed and Posted and that the postage was prepaid.ACCOUNTS

51- The Board of Directors shall cause proper books of account to be kept with respect to:

(a)  all sums of money received and expended by the Association and the matter in respect of which the receipt and expenditure takes place;

(b)   all sales and purchases of goods by the Association; and,

(c)   All assets and liabilities of the Association.

52- The books of account shall be kept in the custody of the Board of Directors and subject to any reasonableRestrictions as to time and manner or inspection Imposed by the Association in general meeting shall be open to inspection of the members upon demand.

 

 

53- At the Annual General Meeting of the Association in every year the Board shall lay before the Association a statement of Income and Expenditures for the preceding year, together with a balance sheet and any other statements or reports that the Board deems necessary to give a true and proper picture of the financial affairs of the Association.

54-  The signing officers of the Association for all matters for which the affixation of the Seal of the Association is not required shall, unless otherwise determined by the Association in General Meeting, be the President and the Secretary.

SEAL

55-  The Board shall forthwith procure a Common Seal to be made for the Association and shall provide for the safe custody thereof.

56- The Seal of the Association shall not be fixed to any instrument or document except by authority of a resolution of the Board of Directors or of a committee of the Board* and every instrument to which the Seal shall be affixed shall be signed by two (2) members of the Board, one of whom shall be the President.

WINDING UP

57.   The Association shall be wound up voluntarily

whenever a special resolution is passed requiring the

Association to be so wound up.

AMENDMENTS

58.    These By-laws may be amended by a resolution passed by a majority of the members present at any duly convened meeting of the Association provided that at least two (2) weeks* notice of the meeting and of the intention to introduce such amending resolution has been given to the members of the Association.

The suggested amendment (s) shall be received by the Association at the office of the Association one (1) week before the meeting.

RULES

59- The Association in general meeting may make regulations and rules respecting any and all of the activities of the Association, its members, teams, players, coaches, managers and any other persons who may from time to time be involved in the control, administration, management, promotion and arrangement of ice hockey matches and competitions, and in particular, but not so as to limit the generality of the foregoing, to make regulations, and rules respecting:

(i) Eligibility of players,   coaches and managers;

(ii) Qualifications of officials;

(iii) Mode and manner of officiating at all games, matches and competitions;

(iv)  Mode and manner of protesting against officiating decisions;

(v) Transfer of players from one team to another;

(vi)  Conduct of players, coaches, and managers during games, matches and competitions;

(vii)  Standards of playing during games, matches and competitions;

(viii) Minimum standards of equipment to be used by players during games, matches and competitions;

(ix)  Styles of uniforms to be used by players;

(x) Management and administration of individual ice hockey clubs participating in games, matches and competitions sponsored by the Association.

60- The Board of Directors may, by a majority, make any by-laws, regulations and rules which in their absolute discretion they deem necessary or desirable to carry out the purposes of the Association effectively or adequately during, but only during, the period of time between the date of incorporation of the Association and the date of the first annual general meeting of the Association.


Added Oct 23, 2015

Last Updated Mar 16, 2017

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