2020 Special General Meeting

The MNBA Board of Directors has determined it is necessary to hold a Special General Meeting for the MNBA membership on July 6th, 8pm via web teleconference.
The MNBA board sees a Special General Meeting is necessary to address the following issues:
 
1. PWSA requires there be 4 non-voting directors added to our board for covid-19 safety reasons. The specific need is to satisfy the PWSA requirement that a board member attend practices and games and to ensure all PWSA covid protocols are followed.
 Titles of Directors(4) to be added are: Directors of Covid Protocol Management
 
2. Indemnification of the Directors due to re-opening of the Den facility. MNBA has created, in addition to the Baseball Ontario return to play procedure, its own return to play procedure and waivers of all participants in the Den. However, as Directors and Officers of the Board, we must ensure integrity of the Board and the association by codifying the need for legal indemnification from harm or loss due to any unforeseen circumstance. 
 
 
 

Mississauga North Baseball Association

SPECIAL GENERAL MEETING

Agenda

Date:

July 6, 2020

Time:

8PM-9PM

Place:

Teleconference - https://us02web.zoom.us/j/86224028699

Item

Description

Responsible

1

Call to Order

Chairperson

2

Introductions/Opening Remarks

Chairperson

3

Constitutional Amendments-Proposed Resolutions

Chairperson

 

Proposed resolutions

ALL

Proposed resolution

Moved by

1.    Addition of Non-Voting Directors for Softball-See wording that follows

J. Crawford

2.    Indemnification of Board of Directors-See wording that follows

D. Giorgio

4

Adjournment

Chairperson

  1. Resolve that: As PWSA requires there be 4 non-voting directors added to the MNBA board for Covid-19 safety reasons a constitutional amendment be approved with the specific need to satisfy the PWSA requirement that a board member attend practices and games and to ensure all PWSA Covid-19 protocols are followed.

            Titles of Directors(4) to be added are: Directors of Covid Protocol Management

            Proposed Resolution:

            Amend Acticle 9, Section 9.2 to include above title

            Amend Article 10, add Section (new) 10.21: Directors of Covid Protocol Management

            Add 10.21.1: Shall be responsible to assist the board;

Add 10.21.2: Shall be given duties and responsibilities by the Board and report directly to          

                                  the board in a Non-Voting Capacity.

  1. Resolve that: Indemnification of the Directors is necessary due to re-opening of the Den facility. Even though MNBA has created, in addition to the Baseball Ontario return to play procedure, its own return to play procedure and waivers of all participants in the Den, MNBA must ensure the integrity of the Board and that the association be protected by codifying the need for legal indemnification of the Directors/Officers of the Board, from harm or loss due to any unforeseen circumstance. 

Proposed Resolution:

Renumber “Article 16. Dissolution” to “Article 17. Dissolution”

New Article 16. be entitled “Indemnities to Directors and Others”

Add 16.1: Every director of the Corporation, his or her heirs, executors and administrators, and estate and effects, respectively, may, with the consent of the Corporation, given at any meeting of the members, from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against.

(a) all costs, charges and expenses whatsoever that he or she sustains or incurs in or

about any action, suit or proceeding is brought, commenced or prosecuted against

him or her for or in respect of any act, deed, matter or thing whatsoever, made, done

or permitted by him or her, in or about the execution of the duties of his or her office;

and

(b) all other costs, charges and expenses which he or she sustains or incurs in or about

or in relation to the affairs, thereof, except such costs, charges or expenses as are

occasioned by his or her own willful neglect or default.

The Corporation shall also indemnify any director in such other circumstances as the

Corporations Act any person entitled to indemnity claim indemnity apart from the provisions of this by-law to the extent permitted by the Corporations Act or law.