MEMORANDUM OF AGREEMENT of “Greater Charlottetown Minor Hockey Association”, a company for which incorporation is sought by Letters Patent under the provisions of the Companies Act R.S.P.E.I. 1988, Cap. C-14, Part II, and amendments thereto, and the petition for such incorporation accompanies this Memorandum, consistent with the said Act.

NAME

The name of the company is " Greater Charlottetown Minor Hockey Association ".

PURPOSES AND OBJECTS
The objects and purposes of this
company are as follows:
1.
The Association is established as the governing and administrative body whose purpose is to provide an opportunity for children within our stated territorial boundaries to participate in the Hockey PEI minor hockey program.
2.
The Association shall develop minor hockey players and ensure that each team management appointed provides the opportunity for each member of that team to improve their skills and knowledge of hockey while emphasizing good sportsmanship and citizenship.
3.
All members of the Association shall adhere to the objectives of the “Let’s Make It Fun Again” program which serves to provide a program that encourages the development of a young person's values, morals, social maturity, physical fitness and mental fitness while promoting acceptable conduct among and toward all participants of the game. The program is available for review on the Association’s website.
4. To do all such other things as are incidental or conducive to the attainment of the objects, and the exercise of the powers of the company, excepting all other powers and objects in Section 15 of the Companies Act not mentioned herein.
GENERAL MISSION STATEMENT
The Greater Charlottetown Minor Hockey Association is dedicated to uniting the hockey communities in the greater Charlottetown area under a single banner, and to foster team spirit across all levels and programs. The Association serves to provide an opportunity for children within our territorial boundaries to participate in the Hockey PEI minor hockey program. The Association seeks to maximize development of minor hockey players through ensuring that appointed team management provides the opportunity for each member of that team to improve their skills and knowledge of hockey while emphasizing good sportsmanship and citizenship. In addition, members of the Association shall adhere to stated objectives that encourage the development of a young person’s values, morals, social maturity, physical fitness and mental fitness while promoting acceptable conduct among and toward all participants of the game.


CONSTITUTION
BY-LAW NO. 1
STRUCTURE

1.01
The Greater Charlottetown Minor Hockey Association (hereinafter referred to as “GCMHA”) is a non-profit recreational minor hockey association. The company is responsible for all Minor Hockey activities within its boundaries as approved by the Hockey PEI Minor Council (HPEIMC). The GCMHA is responsible to and receives its mandate from the HPEIMC, which in turn receives its authority from Hockey PEI.

1.02
All players will be placed on teams by the company, coaches, and team management at playing levels commensurate with each player's age and playing skills. Age Divisions and levels are set by Hockey Canada and Hockey PEI.. Where Hockey PEI regulations permit, overage and/or underage players may play at the respective levels.

BY-LAW NO. 2
MEMBERS

2.01 Membership in the association shall be:
(i)
those persons who have a child registered in minor hockey with the GCMHA in any given year;
(ii) Board of Directors of GCMHA; and
(iii) such other members as the Board of Directors so shall approve at its discretion including members appointed by the Board.

BY-LAW NO. 3

BOARD OF DIRECTORS
3.01 The business of the company shall be administered by a Board of Directors and the number of directors shall be a minimum of three (3) and a maximum of seventeen (17).
3.02 The founding members of the company shall constitute the board of directors (“Board”) until the first general meeting of the company.
3.03 Directors shall be elected by the members at the annual meeting of the company.
3.04 All members of the Board shall hold office for a term of two (2) years, with the exception of the Past President who shall hold office for a term of one (1) year. Terms of office may be renewed.
3.05 The position of director shall be vacated by giving written notice to the Board of Directors.
3.06 The Board must ensure that all GCMHA teams operate within the guidelines of the Constitution, Bylaws, and the Policy Manual.
3.07 At least two weeks prior to the annual meeting, nominations for vacant positions of Directors will be posted on the GCMHA website. Parties interested in submitting their name for one of the vacant positions should email their intentions to the Board at least one week prior to the annual meeting.
3.08 The Board of Directors of the company shall be a President, Past President, Vice-President, Secretary, Treasurer, Two Female Hockey Directors (“Female Directors”), Female Zone Team Director, Referee-In-Chief, Development Coordinator, and Equipment Manager. The Board of Directors also includes the U18 Director, U15 Director, U13 Director, U11 Director, U9 Director and U7 Director, (collectively known as the “Coed Directors”).
3.09 The President, Vice-President, Treasurer, Secretary, Referee-In-Chief, U18 Director, U15 Director, U13 Director, U11 Director, U9 Director and U7 Director, Female Directors, Female Zone Team Director, Referee-In-Chief, Development Coordinator, and Equipment Manager shall be elected by the members at the annual meeting for a two-year term by majority vote at the Annual General Meeting.
3.10 The President, Secretary, U18 Director, Female Hockey Director One, U11 Director and U9 Director, Referee-In-Chief, and Equipment Manager shall be elected in odd-numbered years, and the Vice-President, Treasurer, U15 Director, U13 Director, U7 Director, Female Hockey Director Two, Female Zone Team Director, and Development Coordinator shall be elected in even-numbered years.
3.11 The Past President serves for a one-year term immediately following the year in which they served as President.
3.12 The Board will solicit the assistance of a member to fill such positions that are not filled by a vote of the general membership or become vacant for any reason. Those members not elected by the general membership will assume and hold office upon a majority vote of the Board until the end of the original term.
3.13 A Board Member may be removed from office for reasons of incompetence or actions that contravene the policies and principles of the company. A written complaint against a Board Member must be tabled at an Board of Directors meeting by a Board Member. If the complaint and recommendation of removal from office are upheld by a two-thirds vote of the Board , then the Board Member will be removed and a substitute elected by majority vote of the Board.

BY-LAW NO. 4
PRESIDENT & PAST PRESIDENT
4.01 The President shall have the responsibility of the supervision of the business of the company and shall perform such duties as may be assigned to them from time to time by the Board.
4.02 The President shall call and chair all Board meetings and General Meetings of the Membership.
4.03 The President shall make no motions or amendments nor vote on any question or motion, expect in the case of a tie vote, in which case they shall cast the deciding vote.
4.04 The President shall represent the company at all Hockey PEI meetings.
4.05 The President shall be an ex-officio member of all committees.
4.06 The President shall have joint signing authority over all monies spent in the name of the company together with the Treasurer or the Vice-President.
4.07 The President shall have authority to authorize payment of all budgeted expenditures required to sustain the orderly affairs of the company.
4.08 This role will not be entitled to an honorarium.
4.09 The Past President shall act as an advisor to the President and the Board . The Past President, if available, shall be responsible for nominations and elections. The Past President shall have a vote at Board meetings.

BY-LAW NO. 5
VICE PRESIDENT
5.01 The Vice-President shall, in the absence of the President, assume all the duties and responsibilities of the President.
5.02 The Vice-President shall perform other duties that may be assigned by the President which do not fall within the responsibilities of other members of the Board .
5.03 The Vice-President may have joint signing authority over all monies spent in the name of the company, together with the Treasurer or the President.
5.04 The Vice-President shall chair the Disciplinary Committee.
5.05 This role will not be entitled to an honorarium.

BY-LAW NO. 6
TREASURER
6.01 The Treasurer shall ensure the financial affairs of the company are properly controlled using generally accepted accounting principles.
6.02 The Treasurer shall maintain legible and accurate ledgers to ensure the financial affairs of the GCMHA are clearly documented.
6.03 The Treasurer shall prepare an annual operating budget for consideration and approval by the Board of Directors.
6.04 The Treasurer shall monitor the budget and ensure the company financial policies are being followed.
6.05 The Treasurer shall have custody of all funds and, at the earliest possible convenient time, deposit all monies received to the company bank account.
6.06 The Treasurer shall have joint signing authority over all monies spent in the name of the company, together with the President or the Vice-President.
6.07 The Treasurer shall report the financial status of the company at the Board meetings.
6.08 The Treasurer shall provide all necessary documents and records to the external Chartered Professional Accountant at the end of their term, and present the annual financial statements at the Annual General Meeting.
6.09 The Treasurer shall be responsible for all insurance matters of the company.
6.10 Ensure that any monies raised through government assistance, donations, and corporate sponsorship are used in accordance with the objectives of the company.
6.11 This role will not be entitled to an honorarium.

BY-LAW NO. 7
SECRETARY
7.01 The Secretary shall ensure that accurate, legible and up-to-date records of the company are available to those concerned.
7.02 The Secretary shall record the minutes of all Board meetings and General Meetings of the Membership in an accurate and legible manner.
7.03 The Secretary shall publish the notice of the Annual General Meeting.
7.04 The Secretary shall notify the Board members of regular and special meetings.
7.05 The Secretary shall ensure that all forms, including score sheets, registration, etc., are available to those concerned.
7.06 The Secretary shall maintain and organize the past and present records of meetings and financial records of the company.
7.07 This role will not be entitled to an honorarium.

BY-LAW NO. 8
COED DIRECTORS
8.01 The Coed Directors shall liaise between the Board and the Coed teams within their age division(s).
8.02 The Coed Directors shall obtain registration and all paperwork from coaches, managers, and trainers.
8.03 The Coed Directors shall ensure any team guidelines and rules are in accordance with the Organization’s Constitution, Bylaws, and Policy Manual.
8.04 The Coed Directors shall obtain annual projected team budgets prior to December 1 for approval.
8.05 The Coed Directors shall ensure the financial statements of the teams including revenue and expenses are forwarded to the Treasurer by April 10 for review.
8.06 The U7 Director shall carry out the duties herein for U7 Coed Hockey.
8.07 The U9 Director shall carry out the duties herein for U9 Coed Hockey.
8.08 The U11 Director shall carry out the duties herein for U11 Coed Hockey.
8.09 The U13 Director shall carry out the duties herein for U13 Coed Hockey.
8.10 The U15 Director shall carry out the duties herein for U15 Coed Hockey.
8.11 The U18 Director shall carry out the duties herein for U18 Coed Hockey.
8.12 These roles will not be entitled to an honorarium.

BY-LAW NO. 9
FEMALE DIRECTORS
9.01 The Female Directors shall liaise between the Board and the female teams within their age division(s).
9.02 The Female Directors shall promote, develop, and grow the female teams and leagues in the Association.
9.03 The Female Directors shall obtain registration and all paperwork from coaches, managers, and trainers.
9.04 The Female Directors shall ensure any team guidelines and rules are in accordance with the Organization’s Constitution, Bylaws, and the Policy Manual.
9.05 The Female Directors shall obtain annual projected team budgets prior to December 1 for approval.
9.06 The Female Directors shall ensure the financial statements of the teams including revenue and expenses are forwarded to the Treasurer by April 10 for review.
9.07 Female Director One shall carry out the duties herein for U7, U9, and U11 Female Hockey.
9.08 Female Director Two shall carry out the duties herein for U13, U15, and U18 Female Hockey.
9.09 These roles will not be entitled to an honorarium.

BY-LAW NO. 10
FEMALE ZONE TEAM DIRECTOR
10.01 The Female Zone Team Director shall liaise between the Board and the female zone teams hosted by the Association.
10.02 The Female Zone Team Director shall promote, develop, and grow the female teams and leagues in the Association.
10.03 The Female Zone Team Director shall liaise between the Board and the relevant associations and committees associated with the formation of combined/zone teams at all recreational and competitive female levels. The Female Zone Team Director shall sit on the Board of these associations/committees on behalf of the Association.
10.04 The Female Zone Team Director shall obtain registration and all paperwork from coaches, managers, and trainers.
10.05 The Female Zone Team Director shall ensure any team guidelines and rules are in accordance with the Organization’s Constitution, Bylaws, and the Policy Manual.
10.06 The Female Zone Team Director shall obtain annual projected team budgets prior to December 1 for approval.
10.07 The Female Zone Team Director shall ensure the financial statements of the teams including revenue and expenses are forwarded to the Treasurer by April 10 for review.
10.08 This role will not be entitled to an honorarium.

BY-LAW NO. 11
REFEREE-IN-CHIEF
11.01 The Referee-in-Chief shall maintain an inventory of persons qualified and interested in refereeing in the GCMHA.
11.02 The Referee-in-Chief shall encourage, through organization of training sessions or referral to other training sessions, the upgrading of qualifications of referees.
11.03 The Referee-in-Chief shall promote and foster supervision and assessments of officials through Branch supervisors and through supervision courses for Level 3 officials working within the GCMHA system.
11.04 The Referee-in-Chief shall be the liaison between the Referees and the Board and as such will be the person to whom all contact with and from the referees must pass.
11.05 The Referee-in-Chief shall bring to the Board on a yearly basis any suggestions for fee or program changes and shall seek approval for these changes.
11.06 The Referee-in-Chief shall on a yearly basis bring forward the name of the Referee Assignor to be approved by the Board.
11.07 The Referee-in-Chief shall provide a year-end report at the Annual General Meeting which details all that has been done in that year, including a financial statement.
11.08 The Referee-in-Chief shall ensure referees are given the opportunity for equal ice time based on skill and ability.
11.09 The Referee-in-Chief shall be a registered official in good standing with Hockey PEI, with a minimum certification of Level 3.
11.10 The Referee-in-Chief may be entitled to an honorarium as determined by the Board.

BY-LAW NO. 12
DEVELOPMENT COORDINATOR
12.01 The Development Coordinator shall aid in the development of skills for minor hockey players and coaches.
12.02 The Development Coordinator shall be available to any GCMHA Coach to offer assistance with regard to any situation regarding skills or technical advice.
12.03 The Development Coordinator shall identify on-ice areas of weakness within the GCMHA.
12.04 The Development Coordinator shall arrange technical support in areas suggested by the Board.
12.05 Ice time may be allocated to the Development Coordinator, if available, on approval of the Board.
12.06 Funding shall be made available for resource material and specialist instruction on approval of the Board.
12.07 The Development Coordinator shall attend regular PEIDC meetings.
12.08 This role will not be entitled to an honorarium.

BY-LAW NO. 13
EQUIPMENT MANAGER
13.01 The Equipment Manager shall maintain all uniforms and equipment of the GCMHA.
13.02 The Equipment Manager shall maintain an updated inventory of uniforms and equipment.
13.03 The Equipment Manager shall prepare a budget and list of uniforms and equipment required each season and purchase all uniforms and equipment for the company.
13.04 The Equipment Manager shall distribute uniforms and equipment to all Directors and ensure the return to the Equipment Manager(s).
13.05 This role will not be entitled to an honorarium.
BY-LAW NO. 14

DUTIES OF THE BOARD
14.01 The Board shall ensure that this Constitution, and Policy Manuals as approved by the Board are made known to coaches and enforced within their teams and divisions.
14.02 A Registrar, Referee Assigner, and Ice Assigner shall be appointed for a one-year term by majority vote at the first meeting of the Board of Directors following the annual meeting of the members.
14.03 The Board and/or the requisite appointed members listed in Bylaw 14.02 shall:
(i) Assign registrants to teams at the A level.
(ii) Assist the equipment manager to rationalize the equipment inventory at the end of the hockey season.
(iii) Obtain registration and all paperwork from coaches, managers and trainers.
(iv) Encourage team coaches to upgrade their coaching skills.
(v) Ensure any team guidelines and rules are approved by the Board
(vi) Obtain annual projected team budgets prior to December 1 for approval.
(vii) Ensure the financial statement of the teams including revenue and expenses are forwarded to the Treasurer by April 10 for review.
(viii) Develop and adapt policies and policy manuals for the benefit of the company that are not inconsistent with their By-Laws.
BY-LAW NO. 15

COACHING STAFF
15.01 The GCMHA Board of Directors sets a high standard of conduct for its coaches, referees, and other officials and in the image projected to participants and parents of the GCMHA.
15.02 The coaching staff is an integral part of the GCMHA and is to abide by the company Constitution, and the Policy Manual.
15.03 The coaching staff consists of the coaches, the manager and the trainer. A coach cannot be the manager or trainer of the team.
15.04 Coaches are responsible to the director for their division, who is the liaison between the coaching staff and the Board.
15.05 The coaching staff is the first line of communication between the Board and the team. Coaches must abide by standards set by the company in the Policy Manual.

BY-LAW NO. 16
COMMITTEES
16.01 The Board to employ, either on a full or part-time basis, such personnel as are required from time to time for the proper operation of the company.
16.02 All or any expenses paid to the members of the Board or to committee members shall be determined and approved by the Board.
16.03 The Board shall have the power to create and to specify the membership of the committees of the Board and the duties of such standing or special task committees as may be found necessary from time to time to carry out the work of the Board and shall have the power to dissolve such committees.

BY-LAW NO. 17
TEAM FINANCES
17.01 Financial Reporting:
i.
All teams involved in fundraising or incurring expenses paid for by the team are required to submit budgets to the Board for approval before December 1.
ii.
Parental approval for a team budget shall occur at first team meeting.
iii.
Bank accounts should be used for team, committee, and other company funds and these accounts should have monthly statements provided, with cheques returned. All funds, statements and cancelled cheques as well as receipts, invoices and other financial records are to be held In Trust for the Board by a team, committee or event. These documents shall be kept safely and be made available upon request by the Board. These accounts should be opened In Trust, or in the name of the team, committee, or event, etc., with cheques signed by two adults, one of whom must be the team manager, or committee or event Treasurer.
iv.
All cash transactions should be evidenced by a receipt in writing.
v.
Excess funds in the team account at the end of the season over and above the opening bank account will be returned to the GCMHA.
17.02 Fundraising:
i. When conducting a fundraising activity, all teams and participants have a responsibility to project a positive image of the team and the GCMHA. The public image of the GCMHA membership must be above reproach.
ii. All fundraising activities and monies raised at these activities must be included and approved in the team budget.
iii. Team fundraising outside the rink must be approved by your division director or fundraising coordinator.

BY-LAW NO. 18
REGISTRATION FEES
18.01 Registration fees in the GCMHA shall be determined by the Board of Directors each year based on the budget prepared by the Treasurer in view of anticipated expenses for the upcoming hockey season.
18.02 No person may participate in the hockey program of the GCMHA unless they have paid their registration fee.
BY-LAW NO. 19
DISCIPLINE
19.01 The Board of Directors may empower division directors to suspend or otherwise discipline players in accordance with the approved discipline guidelines.
19.02 The Board shall have the power to suspend any member, director, coach, manager, referee or any other official who is connected in any way with the company for conduct which is inconsistent with the objectives of the company, or with good sportsmanship and fair play, or which is determined to the conduct of the GCMHA.

BY-LAW NO. 20
MEETINGS
Annual Meetings of Members
20.01 The annual meeting of the company shall be held at the head office of the company in Charlottetown, Queens County, Province of Prince Edward Island or such other place as the Board my direct, not later than sixty (60) days after the year-end, in each and every year. Special meetings of the company may be held at the call of the chairman, or at the request of the majority of the Board.
20.02 The presence of at least ten (10) members in good standing shall constitute a quorum at all annual meetings of the membership and any member in good standing of the company shall be entitled to vote at such meeting.
20.03 Notice of all meetings of the company shall be given at least one (1) week in advance of such meeting, in such manner as is deemed appropriate by the President or by the Board.
Board Meetings
20.04 The Board of the company shall meet at any time at the call of the President or at the request of the majority of the Board.
20.05 The presence of a majority of the Board shall be necessary to constitute a quorum at all meetings of the Board of the company and any member of the Board shall be entitled to vote at such meetings.
20.06 Notice of all meetings of the Board of the company shall be given at least twenty-four (24) hours in advance of such meeting in such manner is deemed appropriate by the President.

BY-LAW NO. 21
GEOGRAPHICAL AREA
21.01 The territorial boundaries of the company are designated by Hockey PEI and include the areas of Charlottetown, Sherwood, Parkdale and outlying areas as described in the Policy Manual.
BY-LAW NO. 22
FISCAL YEAR END

22.01 The company’s fiscal year shall be the calendar year extending from the 1st day of June to the 31st day of May .
BY-LAW NO. 23
SIGNING AUTHORITY
23.01 All contracts, documents, instruments in writing, cheques, drafts or orders for payment of money, notes, acceptances, and bills of exchange drawn, accepted, endorsed and signed by the proper signing officers of the company shall be binding on the company without any further authorization or formality.
23.02 The Board shall have the power from time to time by resolution to appoint any other officer or officers or directors of the company to sign specific contracts, documents or instruments in writing.

BY-LAW NO. 24
AMENDMENTS
24.01 Any and all amendments and additions to the memorandum of agreement and by-laws of the company, provided they are not in conflict with the purposes and objects of the company, may be adopted at any annual or special general meeting of the company by a two-thirds vote of the members in good standing present at the such meetings provided that the proposed amendment is filed with the company’s secretary, in writing, at least twenty-one(21) days before the scheduled meeting date, so that it may be circulated to club members no later than fourteen (14) days before the meeting of which it shall be considered by the membership.
24.02 Any amendment so adopted shall immediately become effective unless otherwise provided.

BY-LAW NO. 25
AUDITORS
25.01 The accounts of the company shall be audited or reviewed annually, prior to the annual meeting, by an external Chartered Professional Accountant.

BY-LAW NO. 26
INDEMNIFICATION AND PROTECTION OF DIRECTORS
26.01 Every director of the corporation, and their heirs, executors, and administrators and estate and effects, shall be indemnified and saved harmless out of the funds of the corporation from and against all costs, charges and expenses which they shall or may sustain or incur in any action or proceeding which is brought or prosecuted against him or her for or in respect of any act, deed, matter or thing made, done or permitted by him or her in or about the execution of the duties of their office, and also from and against all other costs, charges and expenses which he or she may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges, and expenses as are occasioned by their own willful neglect or default.
26.02 No director shall be liable for the acts, receipts or defaults of any other director, or employee or for joining in any receipt or act for the conformity or for any loss.

BY-LAW NO. 27
CORPORATE SEAL
27.01 The Board shall order a seal for the company which shall be kept in the custody of the
secretary.

BY-LAW NO. 28
DISSOLUTION
28.01 Upon the dissolution of the company and after payment of all debts and liabilities, its remaining property shall be distributed or disposed of to charitable organizations which carry on their work solely in Canada and which are recognized under the Income Tax Act (Canada) or any organization in existence at the time of dissolution whose objectives are substantially similar to those of the company and which carries out or plans to carry out those objectives within the Province of Prince Edward Island.