Basketball Manitoba: Constitution

ARTICLE 1 – NAME (top)

1.1             The Corporation shall be known as Basketball Manitoba Inc, which shall hereinafter be referred to as Basketball Manitoba.

1.2             The Head Office of Basketball Manitoba shall be located in Winnipeg, in the Province of Manitoba, at the place therein where the business of Basketball Manitoba may be carried on.

1.3             Basketball Manitoba may establish such other offices and agencies at such locations, as it deems expedient

ARTICLE 2 - OBJECTIVES (top)

            Basketball Manitoba will:

2.1             Promote and develop the sport of basketball in Manitoba.

2.2             Promote and coordinate the development of athletes, coaches, officials and administrators.

2.3             Promote and encourage participation in the sport of basketball as a means of improving fitness and encouraging leadership and sportsmanship in Manitoba.

2.4             Establish, administer and enforce rules and regulations governing the competitions within the jurisdiction of the provincial sport governing body.

2.5             Carry out competitions in various divisions in order to determine Manitoba champions.

2.6             Ensure that Basketball Manitoba programs are executed to maximum advantage.

2.7             Undertake revenue generation wherever necessary to the continuation of Basketball Manitoba programs.

2.8             Encourage and stimulate public awareness of the sport of basketball under its jurisdiction in Manitoba and the role of Basketball Manitoba.

ARTICLE 3 - NEUTRALITY (top)

3.1             Basketball Manitoba shall maintain absolute political and religious neutrality and shall not tolerate any form of discrimination, racial or otherwise.

ARTICLE 4 - MEMBERSHIP (top)

4.1       Categories of Membership

Membership in Basketball Manitoba shall be limited to persons interested in furthering the objectives of Basketball Manitoba and shall consist of anyone whose application for admissions as a member has received approval of the Board of Directors (referred to herein individually as a "Director" and collectively the "Board of Directors") of Basketball Manitoba in accordance with Section 4.2.2. Basketball Manitoba shall have three categories of membership, namely:

4.2             Active Membership

The following shall be eligible for active membership in Basketball Manitoba:

4.2.1          Individual Member: Each member of the Board of Directors, provided that each Director shall become an Active Member upon taking office as a Director and shall cease to be an Active Member upon ceasing to be a Director.

4.2.2          Leagues: Any league properly constituted in the Province of Manitoba for the purpose of providing competition in the game of basketball.

4.2.3          Clubs: Any Club that is not a member of a League under 4.2.2 and is organized to provide competition in the game of basketball in the Province of Manitoba.

4.2.4          The Manitoba Association of Basketball Officials

4.2.5          The Manitoba Basketball Coaches Association.

4.2.6 The Manitoba Basketball Hall of Fame (added 2011)

4.2.7 Brandon University Athletic Program (added 2013)

4.2.8 University of Manitoba Athletic Program (added 2013)

4.2.9 University of Winnipeg Athletic Program (added 2013)

4.2.10 Manitoba Wheelchair Sport Association (added 2013)

4.2.11 Manitoba Colleges Athletic Association (added 2013)

4.2.12 Manitoba High Schools Athletic Association (added 2013)

4.3 Affiliate Membership:

The following shall be eligible for Affiliate Membership in Basketball Manitoba:

4.3.2 Any advisory, consultative or educational organization concerned and involved with basketball in Manitoba, except government agencies and organizations whose main objective is commercial gain, shall be eligible to apply for affiliate membership in Basketball Manitoba (referred to herein individually as an “Affiliate Member” and collectively the “Affiliate Members”). Each Affiliate Member shall be entitled to notice of and to attend meetings of Basketball Manitoba, but shall not be entitled to vote thereat.

4.3.3 Any individual who by their support of the programs of Basketball Manitoba have shown an interest in promoting the sport of basketball shall be eligible to apply for affiliate membership in Basketball Manitoba. Affiliate Members shall be entitled to the right to notice of and attend meetings of Members, but shall not be entitled to vote thereat.

4.4 Honorary Life Membership

Active Members may grant honorary Life membership to individuals, who have, in the determination of the Active Members, made an extra-ordinary contribution to Basketball Manitoba (referred to herein individually as an "Honorary Life Member" and collectively as "Honorary Life Members"). Honorary Life Members shall be entitled to notice of and to attend meetings of Basketball Manitoba, but shall not be entitled to vote thereat.

ARTICLE 5 - APPLICATION FOR MEMBERSHIP (top)

5.1             Any person seeking membership in Basketball Manitoba under any category shall make application in writing to the Executive Director at the Head office of Basketball Manitoba. This action shall constitute agreement by the applicant to abide by the Constitution and the Regulations of Basketball Manitoba. The Board of Directors shall determine if the application meets the requirements for membership. The Board of Directors may approve membership for such an applicant and grant it the full rights and privileges of a Member, save the right to vote, until such time as its membership is ratified at the next Annual General Meeting.

5.2             Except as otherwise provided herein, a person or the group they are applying on behalf of shall be accepted as a Member if the person or group:

5.2.1       Complies with such administrative requirements as may be prescribed by Basketball Manitoba in connection with its membership application;

5.2.2       Is eligible to apply to a class of membership; and

5.2.3       Receives approval of not less than two-thirds (2/3) of the votes cast be the Active Members at a meeting of the Active Members in favor of their admission as Member.

5.2.4       Honorary Life Members may be nominated by a Member. Nominees shall become Honorary Life Members upon approval of not less than two-thirds (2/3) of the votes cast by the Active Members at a meeting of the Active Members in favor of their admission as Member.

5.3             Applications shall be accompanied by such documents as may be required by the Board of Directors

5.4             When an application has been accepted by the Board of Directors, notice of acceptance shall be given to all members.

5.5             At the Annual General Meeting, members shall be asked to ratify the decisions of the Board of Directors with respect to applications for membership.

ARTICLE 6 - WITHDRAWAL FROM MEMBERSHIP (top)

6.1       Members may withdraw from membership by giving written notice to the Head Office.

6.2       On receipt of the said notice by the Head Office, the applicant shall no longer be a member.

6.3       Members who have withdrawn shall remain liable for payment of any assessment, dues, or any other sums levied by Basketball Manitoba until the giving of the notice of withdrawal to the Head Office. Further, they shall remain responsible for remitting any sums payable to Basketball Manitoba prior to their withdrawal.

ARTICLE 7 - SUSPENSION OF MEMBERSHIP (top)

7.1             The Board of Directors may suspend a member of Basketball Manitoba where:

7.1.1       Said member fails to comply with the Constitution and Regulations.

7.1.2       The conduct of said member is determined by the Board of Directors to be detrimental to the interests and reputation of Basketball Manitoba.

7.1.3       Said member is dissolved or wound up.

7.2             A Board of Directors meeting shall be called to consider a suspension pursuant to 7.1

7.2.1       Said member shall be given written notice of the said meeting and the reason for action.

7.2.2       Said member or its representative shall be given an opportunity to be heard at the said meeting.

7.2.3       A resolution for suspension shall require a three-fourths majority of the members present and entitled to vote.

7.2.4       Upon the passing of the resolution in accordance with this Article, said member shall be suspended.

7.3             Where a member is suspended by the Board of Directors, all members of Basketball Manitoba shall immediately be notified of the suspension.

7.4             At the next Annual General Meeting, said suspensions shall be on the agenda and the members of Basketball Manitoba shall determine the length of suspension or may expel the suspended member.

7.5             A resolution for expulsion shall require a three-fourths majority of the members present and entitled to vote.

ARTICLE 8 - MEETINGS (top)

8.1             Basketball Manitoba shall hold an Annual General Meeting to conduct the business of Basketball Manitoba.

8.2             The Annual General Meeting in each year shall be held within 180 days of the financial year-end unless otherwise determined by Basketball Manitoba at the previous Annual General Meeting, or by direction of the Board of Directors

8.3             The agenda for the Annual General Meeting shall include the following items:

8.3.1       Call to Order

8.3.2       Approval of Agenda

8.3.3       Minutes of the Last Meeting

8.3.4       Business Arising Out of the Minutes

8.3.5       President's Report

8.3.6       Reports of the members of the Board of Directors

8.3.7       Report of the Auditors and Appointment of Auditors

8.3.8       Reports as may be directed by the Board of Directors

8.3.9       General Business and Operation of Basketball Manitoba

8.3.10 Notice of Motion

8.3.11 New Business

8.3.12 Adjournment

8.4             The Notice of an Annual General Meeting of Basketball Manitoba shall be given to all members in writing at least thirty (30) days prior to such meeting.

8.5             The Executive Director of Basketball Manitoba shall include with the Notice, a proposed agenda and the call for nominations for the Board of Directors.

8.6             Members who wish to have new business placed on the agenda of a meeting shall forward to the Head Office notice of such new business so that the Head Office receives it at least twenty (20) days prior to the first day of the Annual General Meeting.

8.7             The agenda for the meeting along with the nominations for the Board of Directors shall be circulated to all members fourteen (14) days prior to the first day of the Annual General Meeting.

8.8             A special meeting of the members may be called by:

8.8.1       The President, or

8.8.2       The Board of Directors, or

8.8.3       Written request to the Head Office of at least three active members of Basketball Manitoba

8.9             The President shall set a suitable date and place for the special meeting, the date to be not more that forty days after the request for a meeting is received.

8.10         The Head Office shall, thirty days prior to such meeting, give written notice to all members of Basketball Manitoba together with the description of the business to be presented at the meeting.

8.11         A quorum shall be considered as those members present at the meeting.

8.12         The members present at any meeting may by a majority vote overrule any decision of the Board of Directors.

ARTICLE 9 - REPRESENTATIVES (top)

9.1       Each member shall appoint in writing their delegates and alternates for the meetings of the Corporation.

9.2       Each member shall notify the Head Office of the names, addresses and affiliation of its delegate and it’s alternate.

9.3       The delegates and alternates to meetings of Basketball Manitoba shall have in their possession at all meeting credentials from their Active Sport Member authorizing their attendance at the meeting of Basketball Manitoba.

9.4       Paid employees of Basketball Manitoba or its members shall not be eligible to be elected to the Executive.

9.5       Paid employees of Basketball Manitoba shall not be permitted to vote at meetings of Basketball Manitoba.

ARTICLE 10 - MEMBER REPORTS (top)

10.1         Member associations shall forward to the Head Office thirty days prior to the Annual General Meeting:

10.1.1 A list of its officers and directors

10.1.2 An annual report of its activities.

ARTICLE 11- CREDENTIALS COMMITTEE (top)

11.01    The Board of Directors shall appoint a Credentials Committee at the Annual General Meeting of Basketball Manitoba.

11.02    The Credentials Committee shall be composed of at least three persons who shall be responsible for confirmation of voting rights at the meeting.

11.03    The Executive Director shall supply the Credentials Committee with the number of voting credentials equal to the number of votes

11.04    .Subject to specific provisions contained herein to the contrary at all meetings of members:

11.04.1    Active Sport Members in good standing shall each be entitled to votes as listed in Article 12.07.

11.04.2    Members of the Board of Directors in good standing shall each be entitled to one vote.

11.05    A person may not vote in more than one category.

11.06    Where a representative of an Active Member has been accredited with votes, the votes may be transferred within their delegation. However, once transferred, such votes shall not be regained.

11.07    Voting at all meetings shall be conducted by counting the voting credentials.

ARTICLE 12 - VOTING (top)

12.1         At all meetings of members, every question shall be decided by a majority of the votes of the members present in person unless otherwise stated by the Constitution of Basketball Manitoba.

12.2         Any question shall be decided in the first instance by a show of voting credentials unless any member demands a secret ballot.

12.3         The President at meetings of members shall not be entitled to vote, if there is an equality of votes, he shall cast the deciding vote except in the case of election.

12.4         Upon a show of voting credentials and upon declaration by the President that a resolution has been carried or not carried, an entry to that effect in the Minutes of Basketball Manitoba shall be prima facie proof of the fact, without proof of the number of votes recorded in favor or against such resolution.

12.5         The demand for a secret ballot may be withdrawn, but if not withdrawn, the ballot shall be taken in such manner as the President shall direct and the result of such ballot shall be the decision of Basketball Manitoba upon the matter in question.

12.6         Members shall not be entitled to vote by proxy.

12.7         Voting Credentials: Subject to the specific provisions contained herein to the contrary, at all meetings of the Members the voting shall be distributed as follows:

12.7.1        Each Member of the Board of Directors shall be entitled to one vote:

12.7.2        Each league properly registered with the Corporation shall be entitled to the following number of votes pursuant to the Article 12.8, 12.9 & 4.0

12.7.2.1        6 – 10 registered teams shall have 1 vote

12.7.2.2        11 - 25 registered teams shall have 2 votes

12.7.2.3        26 – 75 registered teams shall have 3 votes

12.7.2.4        Over 150 registered teams shall have 4 votes

12.8         Any Club composed of six (6) teams or more shall be entitled to one vote.

12.9         The Manitoba Basketball Coaches Association shall be entitled to one vote.

12.10    The Manitoba Basketball Officials Association shall be entitled to one vote.

12.11    No member shall be entitled to more than 4 votes in total.

12.12    No person shall be entitled to vote in more than one capacity.

ARTICLE 13 - BOARD OF DIRECTORS (top)

13.1         Number and Qualifications

13.1.1        The property and business of Basketball Manitoba shall be managed by a Board of Directors of ten (10) individuals.

13.1.2        The Executive Director who shall be an Ex-Officio member of the Board without right to vote.

13.2         For greater certainty, notwithstanding any other provision of the by-laws of Basketball Manitoba, the individuals described in Section 13.1.1 elected by the Active Members shall be elected as Directors and all references in the bylaws of Basketball Manitoba to the election, removal or resignation of any such Director shall be deemed to include the election, removal or resignation of such individuals as a Director and from the respective office described in Section 13.9.

13.3         Directors shall be individuals, at least eighteen (18) years of age and have power under law to contract.

13.4         The Board of Directors shall have the powers delegated to it under the Constitution and the Regulations.

13.5         The terms of office shall be two (2) years.

13.6         No person may hold more than one position on the Board of Directors at any time with the exception of the person elected as Vice-President who may hold one additional position.

13.7         A quorum of the Board of Directors shall consist of five (5) or more of the elected members one of whom must be either the President or the Vice-President.

13.8         The Board of Directors shall have the power to fill unforeseen vacancies in the membership of the Board to serve until the next AGM.

13.9         At the first meeting of the Board of Directors after the election the Board shall elect from amongst its members the following officers:

13.9.1 The President - who shall be responsible for the convening and conduct of all meetings. The president shall prepare or cause to have prepared an agenda for all meetings of Basketball Manitoba. The President shall be an ex officio member of all Basketball Manitoba Committees. The president shall have the ultimate responsibility for the upholding of the Constitution and its Regulations and do such other duties as prescribed to him in the Regulations of Basketball Manitoba.

13.9.2 The Secretary-Treasurer of Basketball Manitoba who shall supervise the finances of Basketball Manitoba and make disbursements as determined by the Board of Directors, provided, however, that any of such duties or other duties relating to the functions of secretary-treasurer may be delegated to an administrative officer of Basketball Manitoba; and do such other duties as prescribed to him in the Regulations of Basketball Manitoba. The Secretary-Treasurer shall chair the Finance and Administration Committee.

13.9.3 The Chairpersons of the Standing Committees of Basketball Manitoba as defined in Article 21 with the exception of Article 21.8.2. The Chairperson shall oversee the responsibility of their committees as defined in this Constitution and do such other duties as prescribed to them in the Regulations of Basketball Manitoba.

13.9.4 All other members of the Board shall do such duties as assigned to them from time to time by the Board of Directors.

13.9.5 At the first meeting of the Board of Directors, the Directors shall elect, from amongst the Board, a Vice-President. The Vice-President shall, in the absence of the President, perform the duties and exercise the functions of the President or the Board of Directors may determine such other duties as from time to time.

13.10    The Board of Directors shall authorize the President, the Vice-President, Secretary Treasurer and the Executive Director to act in their behalf when the Board of Directors cannot easily meet and immediate decisions must be taken. All such decisions shall be subject to ratification of the full Board at its next meeting.

ARTICLE 14 - EMPLOYEES (top)

14.1         The Board of Directors may appoint such agents and hire such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as determined by the Board of Directors. The Board of Directors may delegate by resolution to Executive Officers or Officers the right to hire and pay salaries to employees.

14.2         The Executive Director shall be retained, as an employee of Basketball Manitoba by the Board of Directors on such terms as the Board of Directors deems appropriate. Such teems and conditions of employment of the Executive Director shall be set out in a written employment agreement entered into between the Executive Director and Basketball Manitoba. The Executive Director shall be removable in accordance with the written employment agreement entered into between the Executive Director and Basketball Manitoba.

ARTICLE 15 – FUNCTIONS OF THE BOARD OF DIRECTORS (top)

15.1        The Board of Directors shall have the functions assigned to it in this Constitution and the Regulations. In particular, it shall:

15.2        Supervise the practice of basketball under its jurisdiction;

15.3        Supervise the Executive Director’s management of Basketball Manitoba,

15.4        Accept or reject applications for membership or resignation of members;

15.5        Decide on appeals relating to Constitution and Regulations;

15.6        Appoint such agents and hire such employees as it shall deem necessary and such persons shall have such authority and shall perform such duties as determined by the Board of Directors

15.7        Transact the business and administer the affairs of Basketball Manitoba in accordance with the policies of Basketball Manitoba.

15.8        Require all income from whatever source to be deposited in the accounts of Basketball Manitoba.

15.9        Establish and modify by majority vote the various Basketball Manitoba regulations, subject to the ratification by the membership at the next AGM

15.10    Present activity and financial reports for the most recent financial period to the AGM

15.11    Determine the financial policy and approve the budget and the financial reports as prepared by the Secretary-Treasurer, subject to ratification by the AGM

15.12    Exercise overall control over the financial administration of Basketball Manitoba.

15.13    Oversee the marketing and public relations programs of Basketball Manitoba consistent with the principles outlined in the Regulations

15.14    Report on its activities to the AGM.

15.15    Endorse the decisions of the President and the Executive Director (or otherwise) which have been made in the best interests of Basketball Manitoba between meetings

15.16    Determine who shall serve as the representative of Basketball Manitoba to any other organization;

15.17    Fix a reasonable rate of expenses for all Board of Directors, Committee members, agents and employees

15.18    Have the power to establish Committees on such terms and conditions as the Board of Directors deems appropriate, including duties of such Committees and the timing and manner of holding meetings of such Committees whose members will hold their offices at the discretion of the Board of Directors, or as otherwise determined by the Board of Directors

15.19    Assign the organization of Championships and other competitions.

15.20    Ratify the appointment of the members of the Standing Committees of Basketball Manitoba as proposed by the Chairperson after consultation with the President of Basketball Manitoba.

ARTICLE 16 – NOMINATION PROCEEDURES (top)

16.1         Any active member may nominate candidates for the Board of Directors.

16.2         Any two members of the Board of Directors may nominate candidates for the Board of Directors.

16.3         The Head Office shall distribute nomination forms to all active members with the notice of motion for the AGM pursuant to Article 8.04.

16.4         All nomination forms shall be received in the Head Office twenty (20) days prior to the first day of the AGM.

16.5         All valid nomination shall be circulated to all active members fourteen (14) days prior to the start of the AGM in accordance with Article 8.7.

16.6         Notwithstanding any other provisions of this Constitution, 16.03 and 16.04 may be waived at the Annual General Meeting by a majority vote of the members present and entitled to vote.

16.7         When 16.03 and 16.04 are waived, nomination shall be received from the floor.

ARTICLE 17 - ELECTION PROCEDURES (top)

17.1         The election by the Active Members of the Board of Directors shall take place at the annual meeting of Basketball Manitoba taking place in the odd numbered years in accordance with this Constitution.

17.2         Directors shall be elected for a two year term.

17.3         All elections shall be decided by majority vote of the Active Members, according to the following procedures:

17.3.1        Where the vote is for a full board of ten members:

17.3.1.1        Where there are ten or less nominees they shall be elected by acclimation.

17.3.1.2        Where there are more then ten nominees all members entitled to vote must vote for ten nominees.

17.3.1.3        The 10 nominees receiving the most votes shall be elected.

17.3.2        When there is a vacancy and an election is held:

17.3.2.1        One valid nomination - the winner is declared by acclamation.

17.3.2.2        Two valid nominations - the winner is the nominee receiving a majority of the votes recorded by the Credentials Committee of the meeting as capable of being cast by Active Members in respect of such election.

17.3.2.3        If there is a tie there will be a revote until a winner is declared.

17.3.2.4        Three or more valid nominations - the winner is the nominee receiving more that fifty (50%) percent of the votes cast by Active Members. Should no nominee receive more that fifty (50%) percent of the votes cast then the two nominees receiving the most votes shall stand in a second ballot, provided that:

17.3.2.4.1             If, on the first or any subsequent ballot, there is a tie among nominees receiving the highest number of votes, such nominees shall stand for election in a further ballot until one of such nominees receives more that fifty (50%) percent of the votes cast by Active Members on such ballot; and

17.3.2.4.2             If, on the first ballot, there is a tie among nominees receiving the second highest number of votes, such nominees shall stand for election in a by-election to determine which of such nominees shall stand in the second ballot against the nominee who received the highest number of votes on the first ballot.

17.4         The elected Directors shall assume office at the conclusion of the annual meeting.

ARTICLE 18 – REPRESENTATION & VOTING RIGHTS OF THE BOARD OF DIRECTORS (top)

18.1        Membership of the Board of Directors is strictly personal.

18.2         Each elected member of the Board of Directors shall have one vote on all questions at Board of Directors meetings. The President shall have the deciding vote in case of a tie.

ARTICLE 19 – MEETINGS OF THE BOARD OF DIRECTORS (top)

19.1        The Board of Directors shall meet as often as necessary, but at least six times yearly. If necessary, the President may call additional meetings.

19.2        The President may invite other persons to attend meetings of the Board of Directors. These persons shall have consultative status only.

19.3        The Board of Directors may conduct such parts of its business by correspondence or telephone, as it might deem advisable.

19.4        Any member of the Board of Directors, who fails to attend two successive Board Council meetings without cause or three Board meetings during a term regardless of cause can be removed from office and shall be replaced by a person appointed by the President, following consultation with the Board of Directors. In the event that the President is removed from office under the terms of the previous sentence, the Vice-President shall replace that person. The Board of Directors would then appoint a new Vice-President.

ARTICLE 20 - STANDING COMMITTEES (top)

20.1        The Standing Committees shall have a one-year term of office. They shall consist of a Chairperson and such other members as defined in the Regulations.

20.2        The President of Basketball Manitoba and the Executive Director, by virtue of their office, shall be additional members without voting rights, of all Standing Committees.

20.3        Membership of the Standing Committees is strictly personal.

20.4        Representation by proxy is not permitted.

20.5        The Standing Committees shall meet whenever necessary, but at least four (4) times a year, at the invitation of the Chairperson of the Committee, who shall first consult with the Executive Director

20.6        Members of Committee who do not take an active part in the work of the Committee may be replaced at the request of the Chairperson and the approval of the Board of Directors.

20.7        The Standing Committees have no executive authority.

20.8        The Standing Committees of Basketball Manitoba shall be:

21.8.1       High Performance Committee

21.8.2       Finance and Administration Committee

21.8.3       Marketing and Communication Committee

21.8.4       Competition Committee

21.8.5       Personnel Committee

ARTICLE 21 - FISCAL YEAR (top)

21.1 The fiscal year of Basketball Manitoba shall be from April 1st through March 31st.

ARTICLE 22 - MEMBERSHIP FEES (top)

2.1 Membership fees payable by the Members shall be established annually in accordance with Article 4 provided, however, that Honorary Life Members and Active Members who are individuals shall not be required to pay any membership fees to Basketball Manitoba.

22.2 Except as otherwise provided herein, Members shall pay fees to Basketball Manitoba as determined by the Active Members at the annual meeting of Basketball Manitoba provided however, in the event the Active Members fail to establish such fees at the annual meeting, the Board of Directors may do so forthwith following such annual meeting.

22.3 Membership fees shall be payable to Basketball Manitoba at the Head office of Basketball Manitoba and shall be paid in full on or before November 15th provided that if the AGM occurs before that day the fees must be paid on the first day of the AGM.

22.4 Members whose fees are not paid in full by January 1st in each year may be suspended by the Board of Directors in accordance with Article 7.

ARTICLE 23 - INTERPRETATION (top)

3.1 In this Constitution, and in all other Constitutions of Basketball Manitoba hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vise versa, and references to persons shall include firms and corporations.

ARTICLE 24 - WAIVER OF FINANCIAL OBLIGATIONS (top)

24.1    The Board of Directors may waive, extend, or modify financial obligations to Basketball Manitoba from any member.

ARTICLE 25 - REMUNERATION (top)

25.1    Members of the Board of Directors shall receive no remuneration for being a member of the Board of Directors. Said members shall receive reasonable expenses incurred by them in the performance of their duties and such honoraria as may be approved by the Board of Directors.

ARTICLE 26 - INDEMNITY (top)

26.1         Every member of the Board of Directors, his heirs, executors, and administrators shall be indemnified out of the funds of Basketball Manitoba from and against:

26.1.1        All costs, charges, expenses whatsoever which said members sustains or incurs in or about any actions, suit or proceeding which is brought, commenced and 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 his duties.

26.1.2        All other costs, charges and expenses which he sustains or incurs in or about in relation to the affairs of Basketball Manitoba.

ARTICLE 27 - NOTICE (top)

27.1 Whenever under the provision of the Constitution of Basketball Manitoba notice is required to be given, such notice may be given either personally or by fax or be depositing same in a post office or public letter box in a prepaid sealed envelope addressed to the officer or member at his or their address as the same appears on the books of Basketball Manitoba. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in the post office or public letterbox as previously mentioned or if a fax when it was transmitted.

ARTICLE 28 - SEAL (top)

28.1    The Seal, an impression whereof is stamped in the margin herein shall be the Corporate Seal of Basketball Manitoba.

ARTICLE 29 - EXECUTION OF DOCUMENTS (top)

29.1         The President and other member of the Board of Directors shall execute all deeds, transfers, licenses, contracts, engagements on behalf of Basketball Manitoba and the Executive Director shall affix the Seal of Basketball Manitoba to such instruments as required.

29.2         Contracts in the ordinary course of Basketball Manitoba operations may be executed on behalf of Basketball Manitoba by any two officers of Basketball Manitoba duly authorized by the Board of Directors, the President and one other member of the Board of Directors and may transfer any and all shares, bond or other securities from time to time in its individual capacity or any other capacity or as trustee or otherwise any may accept in the name of and on behalf of Basketball Manitoba transfers of shares, bonds or other securities from time to time transferred to Basketball Manitoba and may affix the Corporate Seal to any such transfer, acceptance of transfers and may make, execute and deliver under the Corporate Seal any and all instruments in writing necessary or proper for such persons including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds, or other securities on the books of any company or corporation.

29.3         Notwithstanding any provisions to the contrary herein contained, the Board of Directors may be by resolution direct the manner in which any particular instrument contract or obligation of Basketball Manitoba may or shall be executed.

ARTICLE 30 - BORROWING (top)

30.1         The Board of Directors may:

30.1.1        Borrow money on the credit of Basketball Manitoba,

30.1.2        or issue, sell or pledge securities of Basketball Manitoba, or

30.1.3        Charge, mortgage, hypothecate or pledge all or any of the real or personal property of Basketball Manitoba including book debts, rights, powers, franchise and undertaking to secure securities or any money borrowed or other debt or any other obligation or liability of Basketball Manitoba.

30.2 The Board of Directors may authorize any officer or employee of Basketball Manitoba or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof and as to the securities given therefore with power to vary or modify such arrangement, terms and conditions and to give such additional securities for any monies borrowed by Basketball Manitoba as the Board of Directors may authorize and generally to manage, transact and settle the borrowing of money by Basketball Manitoba.

ARTICLE 31 - BANKING (top)

31.1 The banking business of Basketball Manitoba or any part thereof shall be transacted with such bank, trust company or their firms or corporation carrying on a banking business as the Board of Directors may designate, business or any part thereof shall be transacted on behalf of Basketball Manitoba by the President or Secretary-Treasurer, together with such person or persons as the Board of Directors may designate, direct or authorize by resolution.

31.2 All cheques, bills, receipts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of Basketball Manitoba shall be signed by such officers or agents of Basketball Manitoba in such manner as shall be determined by resolution of the Board of Directors and any two of such officers or agents may alone endorse notes and drafts for collection on account of Basketball Manitoba to its bankers, and endorse notes, cheques for deposit with Basketball Manitoba rubber stamp for that purpose, and any two of such officers or agent so appointed may arrange, settle, balance and certify all books and accounts between Basketball Manitoba and Corporation's bankers and may receive all payments, cheques, vouchers and sign all bank forms for settlement of balances and releases of verification slips.

ARTICLE 32 - AMENDMENTS (top)

32.1 No amendment to this Constitution may be made, altered or repealed unless it has been proposed to Basketball Manitoba by notice in writing by either the Board of Directors or by an Active Member of Basketball Manitoba. A notice in writing shall:

32.1.1          State the substance of the proposal, and,

32.1.2          Be filed with the Head Office by the proposing party not less than twenty-one (21) days prior to the meeting of Basketball Manitoba at which it is to be considered, and, Be sent by the registered delegate of each Active Member of Basketball Manitoba not less than fourteen (14) days prior to the meeting of Basketball Manitoba at which it will be considered.

32.2          All proposed amendments to this Constitution shall be considered at the first Annual General Meeting of Basketball Manitoba held after the expiration of the twenty-one (21) day notice period referred to in 32.1.2.

32.3          Basketball Manitoba may amend the provisions of this Constitution upon the affirmative vote of two-thirds of the members of Basketball Manitoba present and entitled to vote at the meeting at which it is considered.

32.4          With respect to amendments to this Constitution, 32.1 and 32.1 may be waived by an affirmative vote of not less than three-fourths of the members present and entitled to vote;

32.5          Notwithstanding any other provision of this Constitution, the Board of the Directors may make, alter or repeal a General Regulation not inconsistent with this Constitution relating to the-management and operation of Basketball Manitoba provided that such making, alteration or repeal shall have effect only until the next meeting of Basketball Manitoba, whereupon it shall cease to have force and effect.

ARTICLE 33 - RULES OF ORDER (top)

3.1    On any procedural matter not dealt with in this Constitution, the President shall refer to and be guided by the provision of Roberts Rules of Order.

ARTICLE 34 - DEFINITIONS (top)

34.1         Region - Regions are those geographical areas as defined by Sport Manitoba.

ARTICLE 35 – DISSOLUTION (top)

35.1        The dissolution of Basketball Manitoba shall be declared by the Active Members.

35.1.1       If requested by 75% of the Active Members present at the AGM and if, at the session of the AGM voting on dissolution 80% of the Active members present with voting rights vote for dissolution. If however, at that session, less than 80% of the Active members are present, a second session of voting on dissolution shall be called, at which session a majority of 80% of the Active members present with voting rights, irrespective of a quorum, shall be sufficient.

35.1.2       If the number of Active members is reduced to three or less.

35.2        In the case of 35.1.1, the members who vote for dissolution, and in the case of 35.1.2, the Board of Directors, shall decide on the disposition of the remaining resources after having covered the expenses caused by the operations for dissolution. However, such a decision must conform to the objectives of Basketball Manitoba and the available resources must be used in favour of basketball programs in Manitoba. This is to be done in agreement with the appropriate fiscal authorities.

ARTICLE 36 – DURATION AND OBSERVANCE OF CONSTITUTION (top)

36.1         The present Constitution shall become effective at the time of its approval at the Special General Meeting held December 16, 2003 and may not be amended before the next ordinary or extraordinary meeting of the Active Members.

36.2         The strict observance of the provision contained in this Constitution, both in spirit and letter, is the primary condition for obtaining and maintaining affiliation to Basketball Manitoba. The Executive Director shall do his utmost to ensure compliance and shall be required to inform the Board of Directors of any flagrant violations of the spirit and the letter of the Constitution that he may find in the course of his duties.

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