The Constitution of the Etobicoke Baseball Association As Amended November, 2024

EBA CONSTITUTION

ARTICLE I. NAME AND AFFILIATIONS

Section 1.01 The name of this organization shall be the “Etobicoke Baseball Association” (“EBA”).

Section 1.02 The EBA shall be affiliated with the Ontario Baseball Association (“OBA”), the Toronto Baseball Association (“TBA”) and such other associations as shall be approved by Super Majority Approval at an Annual Meeting.

ARTICLE II. OBJECTIVES

Section 2.01 The objectives of the EBA shall be to:

foster, promote and monitor, both directly and in cooperation with the Member Leagues, amateur baseball in the former City of Etobicoke. In furtherance of the foregoing (and without limiting the activities the EBA may undertake in furtherance of this objective) the EBA shall:
1. operate, in recognized playing series, leagues of Select teams, formed from Member Leagues (and such other teams as may be approved by the General Manager of Select);
2. carry out competition to determine, at the Select level, EBA Champions and EBA representatives at the OBA Select Division Provincial Championships;
3. operate, through the Etobicoke Rangers Program, AAA and Elite baseball teams in such series as may be offered by the TBA, OBA and/or Elite Baseball League of Ontario (“EBLO”); and
4. iv) operate the Etobicoke Challenger Program; and
protect and promote the interests of the Member Leagues.

Article III. MEMBERSHIP

Section 3.01 Membership in the EBA shall be comprised of such baseball leagues and/or associations as shall:

agree to abide by and comply with the rules of the EBA, TBA and OBA and
be approved by Super Majority Approval at an Annual Meeting (each league or association which is granted membership in the EBA is a “Member League”). Any baseball league or association wishing to become a Member League shall send an expression of interest to the Secretary (who shall cause such expression of interest to be added to the agenda of the next Annual Meeting).

Section 3.02 Membership in the EBA may also be granted to individuals. Such membership may be either as a “Life Member” or an “Honorary Member”. An Honorary Member does not have voting privileges. All Life Members from time to time in attendance at an EBA meeting shall, collectively, be entitled to one vote at such meeting. Nominations for Honorary Members and Life Members must be submitted to the Secretary, in writing, no less than three (3) weeks prior to the Annual Meeting at which such nominations are to be considered. In order to be approved as an Honorary Member or a Life Member, a nominee must be approved by Majority Approval.

Article IV. MEMBER LEAGUE RESPONSIBILITIES

Section 4.01 Except as provided by the Constitution and By-Laws, the control and management of the Member Leagues shall be left entirely in the hands of the Member Leagues.

Section 4.02 The EBA does not accept any responsibility for any debts, liabilities or obligations incurred by any Member Leagues.

Section 4.03 The EBA, its Member Leagues and all of their respective all teams and officials disclaim any responsibility for any injuries sustained by any individual.

Section 4.04 Each Member League agrees to procure Medical and Liability Insurance to cover all active players, coaches and members from any claims that may arise as a result of the operation of such Member League’s activities.

Section 4.05 Each Member League which operates Select teams agrees that, each season, it shall:

in respect of the regular season, host and identify a convenor for at least one Select division and
in respect of the season ending playoffs, secure convenors and volunteers for at least one Select division. Affiliate leagues which are approved to participate in the EBA Select program (see Section 5.03(e)iv)) must collectively work together to identify a division host and convenor for one division and provide field time and volunteer support for that division’s playoff.

Section 4.06 Each Member League shall ensure all individuals representing such Member League on the Executive Committee and attending an Annual Meeting, Monthly Meeting or Special Meeting are aware of, and abide by, the applicable provisions of this Constitution, the By-Laws, the Playing Rules, all EBA Policies and any applicable OBA Policies.

Article V. MANAGEMENT OF THE EBA; OFFICERS AND DUTIES

Section 5.01 Management of the EBA shall be undertaken by an executive committee (the “Executive Committee”). The Executive Committee shall be comprised of:

the Officers;
representatives of the Member Leagues and
the Honorary Members and the Life Members.

Section 5.02 The officers of the EBA (the “Officers”) shall be as follows:

President;
Vice-President;
Secretary;
Treasurer;
General Manager of Select;
General Manager of Etobicoke Rangers Program;
Supervisor of Umpires;
Special Events Coordinator;
Officer at Large;
Past-President and
such other officers as may be appointed by the President from time to time pursuant to Section 5.04(h).

Section 5.03 The following Officers shall have the following duties:

President. The President shall:
1. preside at all EBA meetings (including, without limitation, Annual Meetings, Monthly Meetings and Special Meetings) and, if necessary, appoint an individual to record the minutes of such meeting;
2. ensure that all duly approved orders and resolutions of the EBA are carried into effect; and
3. have such powers and perform such other duties as are necessary and/or desirable for the proper conduct of the business of the EBA, to ensure the efficient operation of the EBA and/or the furtherance of the EBA’s objectives;
Vice-President. The Vice-President shall:
1. chair the Discipline Committee;
2. perform such duties as may be assigned by the President; and
3. in the event that the President cannot carry out his/her duties for any reason, and for so long as the President cannot carry out his/her duties, have all the powers and perform all the duties of the President;
Secretary. The Secretary shall:
1. keep minutes of all EBA meetings (including, without limitation, Annual Meetings, Monthly Meetings and Special Meetings);
2. ensure the minutes of all EBA meetings are distributed together with the notice of the next meeting;
3. maintain a file of all minutes, correspondence and other material pertinent to the EBA; and
4. handle all official correspondence on behalf of the EBA;
Treasurer. The Treasurer shall:
1. keep an accurate record of all monies received and distributed during the current year;
2. prepare, at the beginning of the year, a budget for the forthcoming year, for approval by the Executive Committee;
3. prepare a financial statement for presentation at each Annual Meeting and each Monthly Meeting;
4. collect and receive all monies to be paid to the EBA; and
5. ensure all payments made by the EBA are made by cheque, signed by the Treasurer and either the President or the Vice-President;
General Manager of Select. The General Manager of Select shall:
1. be responsible for organizing the Select Baseball Program within the EBA;
2. liaise with Annette, Toronto Playgrounds and York to coordinate their participation in EBA’s Select Baseball Program;
3. liaise with any TBA East teams which may wish to participate in EBA’s Select Baseball Program on an ad-hoc basis.
4. notify the Executive Committee, prior to May 1, of any leagues (other than Member Leagues) approved for inclusion in EBA’s Select Baseball Program;
5. work with the Member Leagues and all other leagues participating in EBA’s Select Baseball Program to identify hosts and convenors for each division;
6. work with host leagues to facilitate annual playoffs, including training any volunteers, providing any paperwork or materials, ordering trophies and other supplies as required;
7. be the lead contact person for the Protest Committee during playoffs;
8. recommend to the Executive Committee any policy changes regarding the operation of EBA’s Select Baseball Program; and
9. attend OBA Select Meetings on behalf of the EBA as General Manager of Select and to vote at the OBA Annual Meeting on behalf of the EBA;
General Manager of Etobicoke Rangers Program. The General Manager of Etobicoke Rangers Program shall:
1. be responsible for the day-to-day operation of the Etobicoke Rangers Program (which, for greater certainty, shall comprise all teams operating under the Etobicoke Rangers banner);
2. provide regular updates and reports on the Etobicoke Rangers Program;
3. represent the EBA at all meetings involving the Etobicoke Rangers and Regional Programs; and
4. recommend to the Executive Committee any policy changes regarding the operation of the Etobicoke Rangers Program;
Supervisor of Umpires. The Supervisor of Umpires shall:
1. be a member of the Discipline Committee and Protest Committee, as required;
2. be advised of any protest lodged and take appropriate action according to protest procedures;
3. receive copies all Incident Reports related to Etobicoke Select players, coaches and officials; and
4. assist in the training of umpires on an annual basis (including, without limitation, by arranging EBA Umpire Clinics on an annual basis);
Special Events Coordinator. The Special Events Coordinator shall:
1. coordinate all special events activity organized by the EBA (including, without limitation, the Etobicoke Challenger Program); and
2. act as tournament chairperson at the request of the Executive Committee;
Officer at Large. The Officer at Large shall:
1. perform such duties as may be assigned by the President.
Past-President. The Past-President shall be responsible for:
1. bringing forward to the EBA changing trends and new programs that would enhance or be to the betterment of the EBA and/or its Member Leagues;
2. attending TBA Executive Committee Meetings as EBA’s representative (or sending an alternate on his/her behalf) and reporting back to the next Monthly Meeting on the outcome and discussion of the TBA Executive Committee Meeting;
3. maintaining the EBA Constitution, By-Laws and Playing Rules and updating same as necessary;
4. bringing to the attention of the Executive Committee matters that are in violation of the EBA Constitution, By-Laws and/or Playing Rules; and
5. ordering awards for EBA sanctioned events.

Section 5.04 Election and Appointment of Officers/Committees

Nominations of individuals to serve as Officers may be made by any member of the Executive Committee in good standing. Such nominations must be in writing and must be submitted to the Secretary by the second (2nd) Monday in October.
Nominations/slates of Officers submitted to the Secretary in accordance with Section 5.04(a) will be announced at the October Monthly Meeting.
Nominees must either be present at the Annual Meeting or must have indicated to the Secretary, in writing no less than three (3) weeks prior to the Annual Meeting, their intention to stand for election to the office for which they have been nominated.
Elections for Officers shall be determined by Majority Approval.
In the case where there are two or more nominations for any Officer position (whether by way of individual nomination or by way of competing slates), voting shall be conducted by way of secret ballot.
New Officer positions may be created, and existing Officer positions may be removed, by Super Majority Approval at an Annual Meeting.
The President shall have the authority to appoint an individual to serve out the remainder of the term of any Officer who, voluntarily or involuntarily, vacates his/her office prior to the next Annual Meeting. The President shall have the authority to appoint an individual to any Office which is not filled (either by election or acclamation) at the Annual Meeting.
The President shall have the authority to appoint Ad Hoc Committees as he/she may see fit to perform specific tasks. The President shall have the authority to appoint non-voting officers as he/she may see fit to perform specific tasks (such as, for example, Registrar, Webmaster, etc.).

Article VI. MEETINGS

Section 6.01 The Annual General Meeting (the “Annual Meeting”) shall be held annually, and no later than November 30th of each calendar year.

Section 6.02 Monthly meetings of the Executive Committee (“Monthly Meetings”) shall be held in each of the months of September through June of each year. Such meetings shall be held during the 3rd week of such month unless otherwise approved under Section 6.04.

Section 6.03 Meetings of the Discipline Committee shall be called in accordance with the process set out from time to time in the By-Laws.

Section 6.04 The dates and times for all regularly scheduled meetings (including all Monthly Meetings and the Annual Meeting) shall be established at the January Monthly Meeting.

Section 6.05 Meeting Agendas and necessary supporting materials for Monthly Meetings shall be sent to all members of the Executive Committee no less than seven (7) days prior to the particular meeting date. The Meeting Agenda and necessary supporting materials for the Annual Meeting shall be sent to all members of the Executive Committee no less than seven (7) days prior to the date of the Annual Meeting.

Section 6.06 Each of the President and the Vice President, individually, is empowered to call a short notice single issue special meeting (a “Special Meeting”) which shall be on a minimum notice of 2 (two) days. The notice of such meeting shall be accompanied by a description of the issue to be discussed at such meeting and any relevant supporting materials.

Section 6.07 While members of the Executive Committee are encouraged to attend meetings in person, all meetings provided for in this Article VI shall include mechanisms (including videoconference and/or audio conference) to allow any or all members of the Executive Committee to attend such meeting by electronic means. Members of the Executive Committee participating in a meeting by electronic means will be counted in determining whether or not a quorum is present at any point in time. Voting may occur during any properly called meeting, notwithstanding the mode of participation of members of the Executive Committee, provided the applicable quorum exists.

Section 6.08 A quorum for any meeting shall consist of not less than one-half of the eligible voting members. In determining whether or not a quorum exists, the following votes shall be disregarded:

the vote of the Life Members and
the vote allocated to any Officer if no person has been elected/appointed to hold such Office.

Section 6.09 Voting Rights

Members shall be given the right to vote on all matters concerning the EBA. No person shall have more than one vote.
All elected Officers (except the President) shall have one vote. The President shall be given the right to break an existing tie.
A Member League shall have one vote for each representative in attendance at the meeting (up to a maximum of two votes for such Member League).
Voting by proxy will not be allowed.
Any Officer who is absent for three (3) consecutive meetings, without reasons that in the opinion of the Executive Committee are satisfactory, shall have their voting rights forfeited. After two (2) consecutive absences the Officer in question will be notified by the Secretary. After the third (3rd) consecutive absence by such Officer, the office shall be deemed vacant and the President shall be entitled to appoint a replacement in accordance with Section 5.04(g).
Subject to Section 6.09(g), business properly tabled and discussed at any Annual Meeting, Monthly Meeting or Special Meeting may be determined by a simple majority of votes cast at such meeting, provided the applicable quorum for such meeting has been met (a “Majority Approval”).
Notwithstanding Section 6.09(f), or anything else in this Constitution or elsewhere, the following decisions require a super majority of 2/3 of votes cast at the meeting at which such item is considered, provided the applicable quorum for such meeting has been met (a “Super Majority Approval”):
1. Affiliations with the EBA (Section 1.02);
2. Membership in the EBA (Section 3.01);
3. Creating new executive positions and/or deleting former executive positions (Section 5.04(f));
4. Amendment, alteration and/or addition to the Constitution (Section 8.01);
5. Decisions on Amendment(s) to the By-Laws, Playing Rules and EBA Policies (Section 8.02); and
6. Allocation of Funds in excess of $15,000 (Section 7.03).
A resolution in writing, signed by individuals holding a number of votes sufficient to make a given decision (as set out in Section 6.09(f) and Section 6.09(g)), is as valid as if it had been passed at a Monthly Meeting or Special Meeting.

Article VII. REQUEST FOR FUNDS

Section 7.01 Reserve Fund

(a) The EBA shall keep in reserve (“Reserve”) $20,000 (total of “investments” + “outstanding financial commitments” + “Cash in Bank”).
(b) If at any point the Reserve drops below $20,000, no Member League can access EBA funds until the Reserve equals, or exceeds, $20,000.

Section 7.02 Capital Fund

(a) The remaining funds (“Investments” + “outstanding financial commitments” + “Cash in Bank” – “Reserve”) shall be the “Capital Fund”.
(b) Member Leagues can access the Capital Fund (per the process in Section 7.03) for the purposes of:
i) building, maintaining, renovating or buying equipment for baseball infrastructure in Etobicoke;
ii) developing programs to improve or expand baseball in Etobicoke; and/or
iii) emergency uses or funding registrations for selected players.
(c) The aggregate annual maximum request from the Capital Fund per Member League shall be $15,000.

Section 7.03 Process for Accessing Funds

Member League requests for funds from the Capital Fund (“Annual Capital Requests”) must following the following process:
1. written request must be circulated no less than 30 days prior to the meeting at which such request is to be considered;
2. the written request must include details regarding purpose of funds, timing, quotes etc.;
3. the Member League must report back on the program or investment within 12 months; and
4. Majority Approval is required.
Emergency Funds
1. written request must be circulated no less than 7 days prior to the meeting at which such request is to be considered
2. the written request must include details regarding the purpose of the emergency funds (ie. severe maintenance problems, fraud, legal issues, unforeseen expenses, etc.); and
3. Super Majority Approval is required.
Executive Committee may request use of funds for EBA purposes as follows:
1. written request must be circulated no less than 30 days prior to the meeting at which such request is to be considered; and
2. Majority Approval required for uses up to $15,000. Super Majority Approval required for uses over $15,000.
Member Leagues can receive a maximum of $15,000 Annual Capital Requests, plus approved Emergency Funds, in any one year.

Article VIII. AMENDMENTS

Section 8.01 The Constitution may be amended at the Annual Meeting by Super Majority Approval. Written notice of any proposed amendment, alteration or addition to the Constitution (including the text thereof) may be made by any member of the Executive Committee in good standing and must be received by the Secretary no less than three (3) weeks before the Annual Meeting.

Section 8.02 The By-laws, Playing Rules and EBA Policies may be amended at the Annual Meeting, or at any Monthly Meeting or Special Meeting, by Super Majority Approval.

Section 8.03 Notwithstanding the foregoing, any matters arising from the OBA Annual Meeting and/or the TBA Annual Meeting that have an immediate effect on the EBA will be considered at the next Monthly Meeting. Any decisions made on such matters at such Monthly Meeting shall be by Super Majority Approval and shall be reviewed at the next Annual Meeting.