Cricket Canada is the National Sports Organization for Cricket in Canada.

Formerly named the Canadian Cricket Association (Established 1892), the organization is presently represented by 9 Provincial boards operating respectively in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Prince Edward Island, Quebec, and Saskatchewan.

BYLAWS
 

Amended March 2010

CLAUSES IN THE BYLAWS

1. NAME

2. SEAL

3. OFFICES

4. MEMBERSHIP

5. FEES

6. WITHDRAWAL

7. REINSTATEMENT

8.    BOARD OF DIRECTORS

9.    V ACANCY

10. MEETINGS

11. POWERS

12. EXPENSES

13. OFFICERS OF THE EXECUTIVE COUNCIL

14. TENURE OF OFFICE

15. DUTIES OF OFFICERS

16. MEETING OF GENERAL MEMBERS

17. ANNUAL MEETINGS

18. NOTICE OF MEETINGS

19. VOTING

20. BY-LAWS

21. RESOLUTIONS

22. COMMITTEES

23. ACTS

24. CONFLICT OF INTEREST

25. INDEMNITY

26. LIABILITY

27. AUDITORS

28. FINANCIAL YEAR

29. SIGNATURE & CERTIFICATION OF DOCUMENTS & CHEQUES

30. RULES AND REGULATIONS

31. EXPLANATION

Introductory note: Cricket Canada has been substituted wherever Canadian Cricket Association appears. Cricket Canada will still be called an “Association” or “the Association.”


1.    NAME The name of the Association hereinafter shall be known as Cricket Canada.

2.    THE SEAL
The Seal of the Association shall be in such form as shall be prescribed by the Board of Directors of the Association, and shall have the words CRICKET CANADA endorsed thereon. (Cricket Canada shall be hereinafter referred to as the "Association")

3.    OFFICES

a)    Head Office
The Head Office of the Association shall be located in the City of Toronto, in the Province of Ontario, Canada, at the place thereat where the business of the Association may from time to time be carried out.

b)    Other Offices The Association may establish such other offices and agencies elsewhere within
Canada, as the board of directors may deem expedient by Resolution.

4.    MEMBERSHIP

a)    General Member
Any provincial cricket association that demonstrates effective control of organized competitive cricket within the province concerned, and whose application for admission to the Association has received a 75% approval of the board of directors present at the meeting when the vote is taken, shall be considered a General Member with voting privileges at all meetings of the Association as set out in clause #19.

b)    Athlete Representative
An Athlete Representative to the board of directors shall be elected for a two year term by all athletes who have been selected for a National Team (Men, Women, and Junior) within 365 days of the election. He shall be entitled to vote at meetings of the board of directors.

c)    Associate Member
Any corporate individual or group interested in the objectives of the Association may, on application to the board of directors, with a 75% majority vote of the members present be admitted as an Associate Member. An Associate Member may attend open meetings of the Association but shall not be entitled to vote thereat.

d)    Honorary Life Members
The board of directors may appoint individuals who have given eminent service to the Association or to the furtherance of cricket anywhere in the world, as Honorary Life Members. Nominations may be submitted by any bona-fide member of any of the provincial associations. Honorary Life Members may attend open meetings of the Association but shall not be entitled to a vote thereat.

e)    Patron/s
There may be the Honorary Office of Patrons, who may be appointed by/at an Annual Meeting of the board of directors. They may attend open meetings of the Board but are not entitled to vote.

f)    President Emeritus
There may also be the Honorary Office of President Emeritus; any past President of the Association may be appointed President Emeritus at an Annual Meeting of the board of directors. They may attend open meetings of the Board but are not entitled to vote.

5.    FEES

a)    General Members
Fees for membership in the Association shall be of such amount and on such basis, as may be fixed from time to time by the board of directors, and shall be payable at such date as the board of directors determines; PROVIDED THAT any changes to membership fees are approved by the Members at the General Meeting of Members.

b)    Associate Members
An Associate Member shall pay such fees as may be fixed from time to time by the board of directors, and payable at such date as the board of directors determines; the board of directors may waive any fee for an Associate Member in lieu of a donation made by such a member to the Association.

6.    WITHDRAWAL

a)    Voluntary
Any General, Associate, Honorary Life Member, or Athlete Representative may voluntarily withdraw from the Association by delivering a written notice of resignation to the Secretary and paying any amount owing to the Association.

b)    Involuntary
Any General, Associate, Honorary Life Member, or Athlete Representative may be required to withdraw as a Member by at least a 75% majority vote of Members present at a meeting of the Association.

7.    REINSTATEMENT

a)    Any General, Associate, Honorary Life Member, or Athlete Representative having voluntarily withdrawn from the Association, may apply in writing for reinstatement of membership at any time; such application must be accompanied by any money outstanding to the Association and must receive a vote of 75% majority approval of the board of directors who are present at the meeting when the vote is taken before the member can be reinstated.

b)    Any General, Associate, Honorary Life member or Athlete Representative, having been required to withdraw, may apply in writing for reinstatement of membership. The board of directors must, by a vote of 75% majority present at the meeting when the vote is taken approve such reinstatement of membership provided that the initial cause of involuntary withdrawal has been rectified and that such applicant has paid any outstanding fees to the Association.

8.    BOARD OF DIRECTORS

a)    A Council of Provincial Directors comprising one representative* from each General Member; and

b)    The Executive Council which shall comprise the following officers:
i)    President ii)    1st Vice President iii)    2nd Vice President iv)    3rd Vice President v)    General Secretary vi)    Treasurer And

c)    The Athlete Representative as defined in clause 4 (b) shall form the Board of Directors.

d)    The property and business of the Association shall be managed by the CEO.
The provincial representatives referred to in 4(a) above together with the Athlete Representative referred to in 4(b) and the members of the Executive Council (8b) shall all be deemed Directors and together constitute the board of directors of the Association.
*Each General member shall, in writing, appoint one representative to be its Director on the board of directors.
These individuals, once appointed as representatives, shall be the Directors until their appointment is revoked in writing by the General Member that they represent and a new representative is appointed in his place (See Clause 9).
A General member may appoint, at any time, an alternate individual, who shall serve as its representative with voting power at meetings of both the General members and of the board of directors. This appointment shall be confirmed in writing on the provincial cricket association’s letterhead, and it shall be received by the President or the Secretary of the Association before the start of the meeting.

9.    VACANCY

The office of a Director of the Board shall be vacated if:

a)    at a Special General Meeting of the Board called by a majority of the Board, for the purpose, a resolution is passed by at least a 75% majority vote of the Board present at that meeting that he be removed from office or:

b)    He should resign by delivery of a written letter of resignation, including electronic [e-mail] communication, to the Secretary of the Association;

c)    He becomes bankrupt or suspends payments or compounds with his creditors;

d)    He should die;
PROVIDED THAT, if any vacancy occurs for any reason, the board of directors may by Resolution fill the vacancy; AND PROVIDED ALWAYS that, if the vacancy is that of a Director who is a representative of a General Member, that Body (Provincial Association/General Member) is allowed a period of thirty days in which to nominate a person to serve as its representative and the person so nominated shall be appointed as Director to fill the vacancy

10.    MEETINGS
Meetings of the board of directors may be held at any time and place to be determined by the President, PROVIDED THAT at least thirty days notice of such meeting is sent in writing [or through electronic communication (e-mail)] to each Director and the Secretary of each provincial cricket association. No formal notice shall be necessary if all Directors are present at a meeting or waive notice thereof in writing.
At any meeting of the board of directors each Director shall have voting privileges as defined in Clause 19.

11.    POWERS
The Directors may exercise all such powers of the Association as are not by the Canadian Corporations Act or by these Bylaws required to be exercised by Members at general meetings.
a)    Agents and Employees
The CEO may appoint such agents and engage such employees as it shall deem necessary from time to time, and such persons shall have such authority and shall perform such duties as shall be described in the job description and approved by the Board of Directors. The remuneration of such agents and employees shall be fixed by the Executive Council and approved by resolution of the board of directors.
b)    Expenditures
The CEO shall have the power to authorize expenditures on behalf of the Association from time to time.

12.    EXPENSES
Directors, as such, shall receive no remuneration for their services; but must be reimbursed for appropriate expenses incurred for each General or Special meeting of the board of directors, or for their attendance elsewhere on the business of the Association.

13.    OFFICERS OF THE EXECUTIVE COUNCIL The Executive Council shall be elected through staggered elections at an Annual
Meeting of the Council of Provincial Directors.
The Executive cannot be replaced in toto at any General or Special General Meeting of the Association.

THE EXECUTIVE COMMITTEE

a)    The Executive Committee shall comprise the Executive Council. Its meetings may include invited guests, such as Provincial Directors, Program Coordinators, Chairmen of Committees and others. It shall be responsible for the general and active management of the Association; it shall execute all orders and resolutions of the board of directors; it shall deal with the correspondence and arrangements of events sponsored by the Association, making such decisions as are necessary for the operation of the Association; and it shall keep minutes of all meetings and shall report to the Board of Directors as and when required.

b)    Any replacement on the Executive Council due to a resignation will be “grandfathered” so that the stagger is preserved. All incumbents shall be eligible for re-election and are not required to complete an application.

c)    The new Executive Council will take office at the conclusion of the General meeting at which they are elected.
A simple voting majority of the Council of Provincial Directors and the Executive Council together with the Athlete Representative shall constitute a quorum for a meeting of the board of directors. Proxies are not permitted for any member of the board of directors.
Service of any notice of any meeting on the representative shall be deemed service on the General Members.
A list of nominees for the positions of the Officers of the Executive Council shall be presented and received at a meeting of the Council of Provincial Directors. All new nominations for any of the vacancies on the Executive Council must be accompanied by an application and résumé, and such application should reach the Secretary, no later than 5 days prior to the date of the meeting. No nominations shall be accepted from the floor.


14.    TENURE OF OFFICE
Any officer of the Executive Council shall hold office until the termination of the General Meeting at which his successor is elected; each term of office shall be two years.

15.    DUTIES OF OFFICERS

a)    President
The President shall preside at all meetings of the Association of:

i)General Members

ii) Board of Directors

iii) Executive Council

And shall be entitled to a casting vote only at these meetings (See Clause 19).

b)    The Chief Executive Officer – CEO
The CEO shall be the Chief Executive Officer of the Association and shall supervise the general and active management of the business of the Association, subject to the instructions of the president and the board of directors. He shall represent the Association in cricket affairs at the regional, national and international levels, as deemed appropriate by the board of directors. The CEO shall be one of the signing officers of the Association.

c)    Vice Presidents
The three Vice presidents shall be responsible for the portfolios mentioned above in Clause 8. The 1st Vice President shall, in the absence or disability of the president, perform the duties and exercise the powers, including signing authority, of the president. In addition, the 1st Vice President along with the 2nd and 3rd Vice Presidents shall perform such duties as shall, from time to time, be imposed upon them by the board of directors. The president may, from time to time, appoint any Director to act as president in his and the 1st Vice President's absence.

d)    Treasurer
The Treasurer shall have responsibility for the portfolio mentioned in Clause 14 8. He shall have the custody of the Association's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books/electronic files belonging to the Association, and shall deposit all monies and securities in the name and to the credit of the Association and in such depositories as may be designated by the board of directors from time to time. He shall disburse the funds of the Association as may be ordered by the president or board of directors, taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meetings of the board of directors or whenever they may require it, an account of all his transactions as Treasurer and of the financial position of the Association.

He shall, in conjunction with the CEO, coordinate the preparation and presentation of a financial budget to the Annual General Meeting or any Special General Meeting as may be required. He shall also perform such other duties as may from time to time be incidental to this office or be determined by the Board of Directors.

e)    Secretary
The Secretary shall have responsibility for the portfolio mentioned in Clause 8. He shall attend all sessions of the board of directors and all meetings of the Members and act as Secretary thereof, and record all votes and minutes of all proceedings in the books/electronic files to be kept for that purpose. He shall give or cause to be given, notice of all meetings of the Members and the board of directors and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall be custodian of the seal of the Association, which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution; PROVIDED ALWAYS that the Secretary, even if he be a Director and notwithstanding Clause 12 hereof, may be paid an honorarium for his services, in such sum as the board of directors may, from time to time, determine.

The President shall have a casting vote only at all meetings of the board of directors, the Executive Committee and of the General Members. At all meetings of the board of directors and the Executive Council each member shall have one vote.

16.    MEETING OF GENERAL MEMBERS
i)    The Annual Meeting of the General Members of the Association i.e. that of the Council of Provincial Directors shall be held within 90 days of the start of a new financial year, either at the Head Office or elsewhere in Canada, as the president or board of directors may designate, on a date to be fixed by the board of directors.
ii)    A semi Annual General meeting, place and date to be decided at the AGM, shall be held outside the province of Ontario and rotated among the provinces.

17.    ANNUAL MEETING
At the Annual Meeting, the General Members shall:
a)    receive the Auditor's report;
b)    receive the Financial Statement for the preceding year, and approve a Budget for the ensuing year;
c)    elect members to the Executive Council every two years or [elect members] to fill expired term/s;

d)    appoint an Auditor for the ensuing year.

18.    NOTICE OF MEETINGS
At least thirty days prior, written notice shall be given to each General Member of any Annual or Special General Meeting of Members. Service of any notice of any meeting on the representatives shall be deemed service on the General Members. A majority of General Members, whose representatives must be present in person at the meeting, shall constitute a quorum. A Special General Meeting of Members shall be called by the Secretary following the request by a majority vote of General Members. No formal notice of such meeting shall be necessary if all Members are present at a meeting or waive notice thereof in writing.

19.    VOTING
At all meetings of the General Members of the Association or of the Board of Directors or of the Executive Committee or of any other committee, every question shall be determined by a majority of votes unless otherwise specifically provided by the Canada Corporations Act or by these Bylaws.
At any Annual or Special General Meeting of the Members where the Executive Council is being chosen each General Member shall have voting privileges for this purpose only as follows:

Number of Member Teams Votes
1-25 1
26-50 2
51-75 3
Over 75 4 (Max)


The President shall have a casting vote only at all meetings of the board of directors, the Executive Committee and of the General Members. At all meetings of the board of directors and the Executive Council each member shall have one vote.

20.    BYLA WS
The Bylaws of the Association may be enacted, repealed or amended by a majority vote of the Directors at a meeting of the board of directors and confirmed by at least a two-thirds vote of the General Members at a meeting duly called for
the purpose of considering the said Bylaw or repeal or amendment of Bylaw, PROVIDED THAT the enactment, repeal or amendment of such Bylaw shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

21.    RESOLUTIONS
A resolution, in writing, signed by all the General Members shall be as effective as a resolution passed at a meeting of General Members duly convened and held except where:
a)    An amendment of Bylaws is in question; b)    The Canadian Corporations Act prescribes the holding of a meeting of Members. 22.  

COMMITTEES
At a meeting following the Annual Meeting of the Council of Provincial Directors, the board of directors shall elect the new Standing Committees and any other Discretionary Committees as may be necessary for the conduct of the business of the Association.
A list of nominees for the various positions on the different committees shall be presented at the meeting of the board of directors by the Nominations Committee. A member wishing to serve on any committee is not required to be an Officer of the Association nor a member of the board of directors.
The Chairman of a Committee shall have a casting vote only at meetings of the Committee.
All members of a Committee are eligible to receive out-of-pocket expenses for their service.
The Board of Directors may, by a resolution passed by a majority vote, disband any Committee at any time or alter or change the composition of any Committee at any time.

a)    Standing and Discretionary Committees
A Nominations Committee, Selection Committees, and any other committee, as deemed necessary by the Board of Directors, shall represent the Standing Committees of the Association. Discretionary Committees for specific tasks may be determined and appointed by the Board of Directors or the Executive Council.

b)    Nominations Committee
The Nominations Committee shall seek nominations for positions on the Executive Council, the Standing Committee(s) and the Discretionary Committee(s) as well as for other positions, such as Auditor.
The list of nominees for the positions of the Executive Council shall be presented to the Council of Provincial Directors at their Annual Meeting; the list of nominees for all the other positions shall be represented to the Board of Directors at their Annual Meeting (See Clause 13).

c)    Selection Committees
The Selection Committees shall be responsible for the selection of teams and/or individuals to represent the Association, in accordance with the terms of reference issued by the Board of Directors.

23.    ACTS
All acts by any meeting of the board of directors shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director(s) as aforesaid or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

24.    CONFLICT OF INTEREST
a)    Directors who wish to transact business with the Association must do so at “arms length” and in a transparent manner so as to avoid a conflict of interest. If a Director has an interest in any business undertaking of the Association he must declare such interest and then remove himself from any debate or vote on the subject, and must not in any way act, or seek to influence the decision or outcome.
Conflict if interest for the Directors, holding multiple offices at provincial level and national level is to be established for insertion here.

25.    INDEMNITY
The Association hereby consents that each and every Director of the Association shall be deemed to have assumed office on the express understanding and agreement, and condition that every Director of the Association and his heirs, executors, and administrators and estate and effects respectively shall, from time to time, and at all times be indemnified and save harmless out of the funds of the Association from and against costs, charges and expenses whatsoever that such Director sustains or incurs in or about any action, suit or proceedings that is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office and also from and against all other costs, charges and expenses that he sustains or incurs in or about, or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.


26.    LIABILITY
No Director, Auditor, Secretary, Manager or other 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 for joining in any receipts of acts 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 order of the board of directors for or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising form the bankruptcy, insolvency or tortuous acts of any person, firm, or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatsoever that may happen in the execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own wilful neglect or default.


27.    AUDITORS
The General Members shall at each Annual General Meeting appoint an Auditor to audit the accounts of the Association and to hold office until the next Annual Meeting, PROVIDED THAT the Directors may fill any casual vacancy in the office of Auditor. The remuneration of the Auditor shall be fixed by the board of directors.


28.    FINANCIAL YEAR
The financial year of the Association shall run form the 1st day of January to the 31st day of December.


29.    SIGNATURE & CERTIFICATON OF DOCUMENTS AND CHEQUES
Contracts, documents or any other instrument in writing requiring the signature of the Association shall be signed by any two of the President, Treasurer, Secretary or the CEO and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The board of directors shall have power, from time to time by Bylaw, to appoint an Officer or Officers on behalf of the Association either tosign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.


Cheques shall be signed by any two of the Treasurer, (Must be one of the signing officers) President, Secretary, or the CEO.    In the absence of the above cheque signatories, the board of directors may appoint their replacements from an officer or officers of the Association, by a resolution at a properly constituted meeting of the board of directors. The Treasurer must be o
The Seal of the Association, when required, may be affixed to contracts, documents and instruments in writing by signing as aforesaid or by an Officer or Officers appointed by resolution of the board of directors.


30.    RULES AND REGULATIONS
The board of directors may prescribe such rules and regulations not inconsistent with these Bylaws, relating to the management and operation of the Association, as they deem expedient. The prescribed rules and regulations shall be contained in the Guidelines Manual of the Association. The basis for disciplinary action against those acting on behalf of the Association as well as the procedures for recourse and/or appeal shall be delineated in the Guidelines Manual of the Association.

31.    EXPLANATION
In these Bylaws, wherever applicable, the singular shall include the plural and the plural the singular, as shall the masculine include the feminine.