CLARKSON LORNE PARK BASEBALL ASSOCIATION
(BASEBALL DIVISION)

BE IT ENACTED AND IT IS HEREBY ENACTED as the Constitution of CLARKSON LORNE PARK BASEBALL ASSOCIATION (BASEBALL DIVISION)( hereinafter called the "Association") as follows:

I. INTERPRETATION

1.1 Definitions. In this Constitution and all by-laws of the Association, unless the context otherwise specifies or requires:

1.2 Act. All terms contained in the by-lays which are defined in the Act shall have the meanings given to such terms in the Act.

1.3 Gender. Words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons.

1.4 Headings. The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

1.5 Membership. The membership shall consist of : (A) all persons registered to play baseball for or in the Association and the parents or guardians of such persons; (B) all persons registered as coaches of the Association; (C) all persons registered as umpires of the Association; and (D) all persons serving on the Association's Executive. Persons registered with the Association for a playing season shall be deemed to continue to be registered until registrations commence for the following playing year.

Each member shall be entitled to one vote on each question arising at any special or general meeting of the members.

1.6 Prior Constitutions. All prior by-laws or constitutions of the Association in existence on the day this Constitution comes into force are hereby repealed.

II.1 OBJECTS OF THE ASSOCIATION

2.1 Objects. The objects of the Association shall be follows:

2.2 Associations. The Association may associate itself, as the Executive, from time to time, shall determine to be appropriate with any other baseball or sports association, including without limitation, C.O.B.A., O.B.A., and M.B.A.

2.3 Umbrella Group. The Association acknowledges that it is a division of Clarkson Lorne Park Baseball Association and will actively participate and co-operate as appropriate with such organization and its other divisions.

III. MEETINGS OF MEMBERS

3.1 Annual Meetings. The Annual Meeting of the members required by law shall be held within the Clarkson-Lorne Park Communities of Mississauga, Ontario, on the first Wednesday of October or such other day in each year and at such time as the directors may by resolution determine. At Annual Meetings there shall be presented a report of the directors on the affairs of the Association for the previous year, a financial statement of the Association and the audit committee report thereon as required by the Act, and such other information or reports relating to the Association's affairs as the directors may determine.

3.2 Special General Meetings. Other meetings of the members (to be known as "special general meetings") may be convened by order of the Executive Director or by the Executive to be held at any date and time within the Clarkson-Lorne Park Communities of Mississauga.

3.3 Notice. Notice stating the day, hour and place of the meeting and the general nature of the business to be transacted shall be given to the members by means of either (A) written instrument distributed generally to the members, or (B) publication in the Mississauga News or another newspaper of general circulation in the City of Mississauga and advertisement on Cable 10, at least ten (10) days before the date of the meeting, provided always that a meeting of members may be held for any purpose at any date and time and at any place within Ontario without notice if all the members are present in person or represented by proxy at the meeting or if all the absent members entitled to notice of such meeting shall have signified their assent in writing to such meeting being held and such assent may be validly given either before or after the meeting to which such assent relates. Notwithstanding the foregoing, no notice of the Annual Meeting, including and Annual and Special General Meeting, is required if it is to be held on the the first Wednesday in October at 7:30 p.m. at the Lorne Park Community Centre.

3.4 Omission of Notice. The accidental omission to give notice of any meetimg or the non-receipt of any notice by any member or members the Association shall not invalidate any resolution passed or any proceedings taken at any meeting of members.

3.5 Voting. Every question submitted to any meeting of members shall be decided in the first instance by a majority of votes given on a show of hands and in case of an equality of votes the chairman shall both on a show of hands and at a poll have a second or casting vote in addition to the vote to which the chairman is entitled as a member.

At any meeting, unless a poll is demanded, a declaration by the chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

3.6 Chairman. In the absence of the Executive Director, the members present shall choose another member of the Executive as chairman and if no member of the Executive is present or if all members of the Executive present decline to act as a chairman the members shall choose one of the members present to be chairman.

3.7 Polls. If at any meeting a poll is taken on the election of a chairman or on the question of adjournment it shall be taken forthwith without adjournment. If a poll is demanded on any other question or as to the election of directors it shall be taken in such manner and either at once or after adjournment as the chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.

3.8 Adjournments. The chairman may with the consent of any meeting adjourn the same from time to time to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

3.9 Quorum. The presence of two members shall be a quorum of any meeting of members for the choice of a chairman and the adjournment of the meeting; for all other purposes the presence of five members shall be necessary to constitute a quorum. No business shall be transacted at any meeting unless the requisite quorum shall be present at the commencement of such business.

IV. AMENDMENTS

4.1 Amendments. Amendments to this Constitution must be submitted in writing by the September monthly meeting of the Executive. Amendments can only be voted on at the Annual Meeting and must be approved by at least two-thirds (2/3) of the votes cast on such resolution in order to be adopted. Once this Constitution is confirmed and ratified by the directors of Clarkson Lorne Park Baseball Association, no further approval of such organization is required to effect amendments to this Constitution.

V. DIRECTORS

5.1 Number and Powers. The affairs of the Association shall be managed by a board of up to 20 directors (the "Executive") who may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not by the by-laws or any special resolution of the Association or by statute expressly directed or required to be done by the Association at a general meeting of members.

5.2 Qualification of Directors. Every director shall be eighteen (18) or more years of age and shall be a member of the Association. The persons elected by the members as officers pursuant to paragraph 7.1 hereof shall be the directors of the Association.

5.3 Election of Directors and Term of Office. Each director shall be elected to hold office until the first Annual Meeting after the director shall have been elected or until a successor shall have been duly elected and qualified. The whole Executive shall be retired at each Annual Meeting, but shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballot be demanded by any member.

5.4 Vacancies. Vacancies on the Executive, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Association, if they shall see fit to do so, otherwise such vacancy shall be filled at the next Annual Meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is incresed between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby deemed to have occurred, which may be filled in the manner above provided.

5.5 Vacation of Office. The office of a director of the Association shall be vacated:

5.6 Removal of Directors. The members of the Association may, by resolution passed by at least two-thirds (2/3) of the votes cast at a special general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of such director's term of office and may, by a majority of the votes cast at such meeting, elect any person in such director's stead for the remainder of the term.

5.7 Renumeration of Directors. The directors shall serve without renumeration and no director shall directly or indirectly receive any profit from such position as such, provided that a director may be paid reasonable expenses incurred by such director in the performance of the director's duties.

5.8 Committees of Directors. The Executive may appoint such ad hoc committees or standing committees as it may from time to time deem appropriate or necessary. Such committees may be composed of solely members of the Executive. The Executive Director shall be an ex officio member of all committees, save and except a nominating committee, if any. If an audit committee is appointed, it shall review the books and records of the Treasurer and report thereon at the Annual Meeting.

5.9 Inactive Directors. Any member of the Executive absent from three consecutive meetings,without sufficient cause in the opinion of the Executive, shall automatically cease to be a member of the Executive and such vacancy may be filled by appointment.

VI. MEETINGS OF DIRECTORS

6.1 Place of Meetings. Meetings of the Executive may be held at any place within or outside Ontario.

6.2 Notice. A meeting of directors may be convened any time by the Executive Director or any three directors and the Secretary, by direction of the Executive Director or any three directors, shall convene a meeting of directors. The directors may from time to time by resolution determine to hold regular monthly meetings or the directors and shall by such resolution fix the dates or times of such regular meetings; so long as any such resolution is in effect the Secretary of the Association shall convene such regular meetings without any requirement to give notice in the manner hereinafter referred to.

Notice of any meeting of directors (which notice need not be in writing) stating the day, hour and place of meeting shall be given to each director at least twenty-four (24) hours before the meeting is to take place; provided always that meetings of the Executive may be held at any time without formal notice if all the directors are present or those absent waive notice or signify their consent in writing, whether before or after the meeting, to the meeting being held in their absence. Any irregularity in any meeting or in the notice thereof may be waived by any director and such waiver may be validly given either before or after the meeting to which such waiver relates.

For the first meeting of the Executive to be held immediately following the election of directors at an annual or special general meeting of the members or for a meeting of the Executive at which a director is appointed to fill a vacancy in the Executive, no notice shall be necessary to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided that a quorum of the directors is present.

6. 3 Omission of Notice. The accidental omission to give notice of any meeting or the non-receipt of any notice by any director or directors of the Association shall not invalidate any resolution passed or any proceedings taken at any meeting of the Executive.

6.4 Quorum of Voting. Four directors shall constitute a quorum for the transaction of business. Questions arising at any meeting of the Executive shall be decided by a majority of votes. In case of an equality of votes the chairman of the meeting in addition to an original vote shall have a second or casting vote.

VII. OFFICERS

7.1 Election and Appointment. The members shall meet annually or more often as may be required to elect the following officers who shall thereupon become the directors of the Association:

Executive Director
Assistant Executive Director
Secretary
Treasurer
Past-Executive Director
Select Convenor
O.B.A. Convenor
M.B.A.Convenor
Mosquito Convenor (formerly Tyke Convenor)
Peewee Convenor
Bantam Convenor
Umpire-in-Chief
Equipment Manager
Purchaser
Director of Player Development
Field Allocator
Scheduler
Director of Sponsorship
Registrar
Director at Large

One person may hold more than one office, although holding more than one office will not give the person more than one vote in matters to be voted upon by the Executive. The directors may appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Executive unless the Executive determines otherwise, such persons shall not become directors or have a vote in decisions to be made by the Executive.

7. 2 Renumeration and Removal of Officers. While generally officers will act as such without renumeration, the Executive may fix the renumeration (if any) to be paid to officers of the Association who are not directors. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Executive at any time with or without cause. An officer, who is also a director of the Association, may be removed by the Executive as an officer, but shall, subject to paragraph 5.6, remain a director of the Association.

7.3 Delegation of Duties of Officers. In case of absence or inability to act of the Executive Director or any other officer of the Association or for any other reason that the Executive may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

7.4 Executive Director. The Executive Director shall, when present, preside at all meetings of the Executive and of members of the Association. The Executive Director shall be the chief executive officer of the Association. The Executive Director shall possess and may exercise such powers and shall perform such other duties as may from time to time be assigned to the Executive Director by the Executive.

7. 5 Secretary. The Secretary may attend and be the secretary of all meetings of the Executive, members, and committees of the Executive and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; the Secretary shall give or cause to be given, as and when instructed, all notices to directors, members, officers, and members of committees of the Executive; the Secretary shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal (if any) of the Association and of all books, papers, records, documents and instruments belonging to the Association except when some other officer or agent has been appointed for that purpose, and the Secretary shall have such other power and duties as the Executive or the Executive Director may specify.

7. 6 Treasurer. The Treasurer shall keep proper accounting records in compliance with applicable law and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Association; the Treasurer shall render to the Executive whenever required an account of all transactions undertaken by the Treasurer as treasurer and of the financial position of the Association, and the Treasurer shall have such other powers and duties as the Executive or the Executive Director may specify.

7. 7 Past Executive Director. The Past Executive Director shall have such powers and duties as the Executive or the Executive Director may specify. The Past Executive Director shall be the previous Executive Director and if such person is unwilling to serve, such position cannot be filled as a vacancy.

7.8 Select Convenor. The Select Convenor shall generally be responsible for the operation and organization of the Association's Select baseball program; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.9 O.B.A. Convenor. The O.B.A. Convenor shall generally be responsible for the operation and organization of the Association's O.B.A. baseball program; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.10 M.B.A. Convenor. The M.B.A. Convenor shall generally be responsible for the operation and organization of the Association's M.B.A. baseball program; and shall have such other powers and duties as the Executive or Executive Director may specify.

7.11 Mosquito Convenor. The Mosquito Convenor shall generally be responsible for the operation and organization of the Association's Mosquito House League; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.12 Peewee Convenor. The Peewee Convenor shall generally be responsible for the operation and organization of the Association's Peewee House League; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.13 Bantam Convenor. The Bantam Convenor shall generally be responsible for the oeration and organization of the Association's Bantam House League; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.14 Directors at Large. Directors at Large shall have such powers and duties as the Executive or the Executive Director may specify.

7.15 Umpire-in-Chief. The Umpire-in-Chief shall generally be responsible for the Association's umpiring; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.16 Equipment Manager. The Equipment Manager shall generally be responsible for the Association's equipment; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.17 Purchaser. The Purchaser shall generally be responsible for all of the Association's purchases of equipment, uniforms, trophies, awards,etc.; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.18 Director of Player Development. The Director of Player Development shall generally be responsible for the Association's training programs for coaches and players; and shall have such other powers and duties as the Executive or Executive Director may specify.

7.19 Field Allocator. The Field Allocator shall generally be responsible for the allocation of field time within the Association; and shall have such other powers and duties as the Executive or Executive Director may specify.

7.20 Scheduler. The Scheduler shall be responsible for the scheduling of games for the Association's teams; and shall have such other powers and duties as the Executive or the Executive Director may specify.

7.21 Director of Sponsorship. The Director of Sponsorship shall be responsible for the Association's efforts in obtaining sponsorships; and shall have such other powers and duties as the Executive Director may specify.

7.22 Registrar. The registrar shall be responsible for the player registration activities of the Association; and shall have such other powers and duties as the Executive or the Executive Directory may specify.

7.23 Assistant Executive Director. The Assistant Executive Director shall perform the duties of the Executive Director in the Executive Director's absence and shall have such other powers and duties as the Executive Director may specify.

VIII. INDEMNITIES TO DIRECTORS AND OTHERS

8.1 Every director or officer of the Association or other person who has undertaken or is about to undertake any liability on behalf of the Association and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Association, from and against:

IX. FOR THE PROTECTION OF DIRECTORS AND OFFICERS

9.1 No director or officer for the time being of the Association shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or agent or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or for on behalf of the Association or for the insufficiency of deficiency of any security in or upon which any of the moneys of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation, including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited, or any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Association or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such person's respective office or trust or in relation thereto unless the same shall happen by or through such person's own wrongful and wilful act or through such person's own wrongful and wilful neglect or default.

9.2 The directors for the time being of the Association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into the name or on behalf of the Association, except such as shall have been submitted to and authorized or approved by the Executive. If any director or officer of the Association shall be employed by or shall perform services for the Association otherwise than as director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Association, the fact of such person being a director or officer of the Association shall not disentitle such director of officer of such firm or company, as the case may be, from receiving proper renumeration for such services.

X. BUDGET

10.1 Budget. For each fiscal year, the Treasurer shall, with the assistance of the Executive Director and such other members of the Executive as is appropriate, prepare and submit to the Executive for its approval a budget for the Association's fiscal year. Except as may be specifically authorized by the Executive from time to time, the Association may only make expenditures within the amounts contemplated by the budget. No member, officer or director shall have authority to obligate the Association to pay amounts other than as set out in the budget or as may be specifically authorized by the Executive.

XI. EXECUTION OF CONTRACTS, ETC.

11.1 Contracts, documents or instruments in writing requiring the signature of the Association may be signed by the Executive Director together with any other officer or director. The Executive is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Association either to sign contracts, documents or instruments in writing generally or to sign specific contracts,documents or instruments in writing.

11.2 The seal of the Association may, when required, be affixed to contracts, documents or instruments in writing by any officer or officers, person or persons, appointed as aforesaid by resolution of the Executive.

11.3 The term "contracts, documents or instruments in writing" as used herein shall include deeds, mortgages hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.

11.4 In particular, without limiting the generality of the foregoing, the Executive Director with the Secretary or the Treasurer are authorized to sell, assign, transfer, exchange, convert or convey any and all shares, bonds, debentures, rights, warrants or other securites owned by or registered in the name of the Association and to sign and execute under the corporate seal of the Association or otherwise, all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, excchanging, converting or conveying any such shares, bonds, debentures, rights, warrants or other securities.

XII. CHEQUES, DRAFTS, NOTES, ETC.

12.1 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Association, and in such manner as the Executive may from time to time designate by resolution. Failing a resolution of the Executive, such items shall be signed by any two of the Executive Director, the Treasurer and the Purchaser.

XIII. CUSTODY OF SECURITIES

13.1 All shares and securities owned by the Association shall be lodged (in the name of the Association with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the Executive, with such other depositories or in such other manner as may be determined from time to time by the Executive.

13.2 All other share certificates, bonds, debentures, notes or other obligations belonging to the Association may be issued or held in the name of a nominee or nominees of the Association (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer thereof to be completed and registration therof to be effected.

XIV. FISCAL YEAR

14.1 The fiscal period of the Association shall terminate on the 30th day of September in each year or on such other date as the directors may from time to time by resolution determine.

XV. NOTICE

15.1 Service. Any notice (which term includes any communications or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the articles, the by-laws or otherwise to a member, director, officer, auditor or member of a committee of the Executive shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to such person's recorded address or if mailed to such person at such person's recorded address by prepaid ordinary or air mail or if sent to such person at such person's recorded address by any means of prepaid transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any member, director, officer or member of a committee of the Executive in accordance with any information believed by such person to be reliable.

15.2 Computation of Time. In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

153 Proof of Service. A certificate of the Executive Director, the Treasurer or the Secretary of the Association or of any other officer of the Association in office at the time of making of the certificate as to facts in relation to the mailing or delivery of any notice to any member, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, director, officer of the Association, as the case may be.

ARTICLE XVI. DISSOLUTION

16.1 Distribution of Assets. In the event that the Association dissolves, winds up or is liquidated for any reason, any assets of the Association remaining after payment of all liabilities of the Association shall be transferred to one or more local baseball associations benefiting the youth of the Clarkson-Lorne Park Communities and operating within the City of Mississauga to be determined at the sole discretion of the persons effecting the dissolution, winding-up or liquidation of the Association. None of the assets of the Association shall be distributed to the members of the Association.