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Cyclones Constitution

UPPER CANADA CYCLONES

AAA ZONE 1

MINOR HOCKEY ASSOCIATION

CONSTITUTION

(April 2010)

INDEX

DEFINITIONS 4

HEAD OFFICE 5

MEMBERS 5

MEETINGS AND QUORUM, MEMBERS 7

VOTING, MEMBERS 8

ERROR OR OMISSION IN NOTICE, MEMBERS 8

BOARD OF DIRECTORS 8

ELECTION OF OFFICERS AND DIRECTORS 9

VACANCIES 11

POWERS OF OFFICERS AND DIRECTORS 11

MEETINGS AND QUORUM, BOARD OF DIRECTORS 12

VOTING, BOARD OF DIRECTORS 12
INDEMNIFICATION 13
REMUNERATION OF OFFICERS AND DIRECTORS 13

PRESIDENT AND VICE-PRESIDENTS 13

PAST PRESIDENT 14
SECRETARY 14
TREASURER 14

ODMHL REPRESENTATIVE 15
EQUIPMENT MANAGER 15
TOURNAMENT AND ICE CONVENER 15
REGISTRAR 15

SPECIAL OFFICERS 16

RULES OF ORDER, ADJOURNMENTS 16

REVENUE 16

EXECUTION OF DOCUMENTS 16

BOOKS AND RECORDS 17
INSPECTION BY MEMBERS 17

PETITION AND REFERENDUM 18

AMENDMENTS TO CONSTITUTION 18

NOTICE 18

INTERPRETATION 18

UCC Constitution Version Log:

Versions 1 – initial adoption from pilot project By-Laws, April 2010

Version 2 – Constitutional changes Agm – April 2010

CONSTITUTION

A Constitution relating generally to the transaction of the affairs of ODMHA AAA Zone
1 – Upper Canada Cyclones Minor Hockey Association;

BE IT ENACTED as the Constitution of the Upper Canada Cyclones AAA Minor
Hockey Association as follows:

DEFINITIONS

Article 1. In this Constitution, unless otherwise defined herein:

(a) “AAA Association” means the Upper Canada Cyclones Minor Hockey
Association;

(b) “AAA Steering Committee” means the steering committee designated by
ODMHA Minor Council to oversee the AAA League for the 3(three) year pilot
period, to ensure that the AAA League operates under the guidelines set by Minor
Council.

(c) “Board of Directors” means the Board of Directors of the AAA
Association described in Section 1(a) of this Constitution.

(d) “Hockey Canada” means the governing body for amateur hockey in
Canada.

(e) “Community Association” means Home Associations within Districts as
established in the ODMHA constitution.

(f) “Director(s)” shall mean those individuals described in Section 9 (a) of
this Constitution who has been elected by the Members, as Directors of the AAA
Association, to carry on the day-to-day affairs of the AAA Association.

(g) “District” shall mean a grouping of minor hockey associations in a
geographical subdivision of eastern Ontario, as approved by the ODMHA.

(h) “District Association” means a minor hockey association with a District.

(i) “District Council” means a meeting of the presidents of the Home
Associations within a District.

(j) “Home Association” shall mean the minor hockey associations within the
territory granted the AAA Association as established by the ODMHA, for which a
person would normally play by virtue of residence.

(k) “Members” shall mean those members of the AAA Association described
in Section 3(a) (i), (ii) and (iii) of this Constitution who are in compliance with
the constitutions, letters patent, by-laws and regulations, as the case may be, of
HOCKEY CANADA, the ODHA, the ODMHA and the AAA Association and
who are not under suspension for any breach of the foregoing;

(l) “ODHA” shall mean the Ottawa District Hockey Association, the
governing body for amateur hockey in eastern Ontario, as established in the
HOCKEY CANADA constitution.

(m) “ODMHA” shall mean the Ottawa District Minor Hockey Association, the
governing body for minor hockey in eastern Ontario, as established in the ODHA
constitution.

(n) “OEMHL” shall mean the Ontario East Minor Hockey League.

HEAD OFFICE

Artcile 2. The Upper Canada Cyclones head office will be in Kemptville, ON. PO
Box 597, K0G 1J0

MEMBERS

Article 3. a. Membership of the Association shall be comprised of the
following classes of Members:

(i) Regular Members, which shall consist of:

1. each parent or legal guardian of each individual who is on the
AAA Association or HOCKEY CANADA players registration
certificate, who shall become Regular Members upon payment of
the player’s annual registration fee determined by the Board of Directors;
and

2. each Director of the AAA Association, who shall become Regular
Members upon election as a Director; and

3. each member of team management (coach, assistant coaches,
managers, trainers), who shall become regular members upon approval of
their appointment to team management by the board of Directors.

Each Regular Member shall be entitled to one (1) vote each at all meetings of
members. Membership for all Regular Members shall cease on June 30th in each
year.

(ii) Special Members shall consist of those individuals designated by the Board of
Directors who have demonstrated their desire to take an active part in promoting and
participating in the activities of the AAA Association. Each Special Member shall be
entitled to one (1) vote each, at all meetings of Members. Membership for all Special
Members shall cease on June 30 in each year.

( iii ) Life Members, shall consist of those individuals, designated by a two-thirds
(2/3) approval vote of the Board of Directors, who have made an exceptional
contribution to the activities of the AAA Association over a number of years. Each

Life Member shall be entitled to one (1) vote each, at all meetings of Members.
Nominations for Life Membership may be made by any Regular Member and shall be
considered once in each playing season at the Board of Directors meeting held
immediately prior to the annual meeting of Members. Life Members shall be
announced at the annual meeting. The presentation of a Life Members Award shall
be made at a time and place decided by the Board of Directors.

(b) The Board of Directors shall determine the dues or fees payable by Members.
The Secretary shall notify the Members by email and posting on the UCC website
on or before 1 Aug, before the start of the new season. Payment schedule shall
be established by the Board of Directors. Any member failing to meet the
payment schedule shall automatically cease to be a member.

(c) Members may resign by resignation in writing, which shall be effective upon delivery
to the Board of Directors. In the event of resignation by a Member, such Member
shall remain liable for payment of any assessment or other sum levied or which
became payable by him or her to the AAA Association prior to delivery of his or her
resignation.

(d) All Members shall abide by the provisions of By-laws of the Association.

(e) Membership as a coach, player, parent, guardian or member of the Executive, in the
AAA Association is a privilege, not a right. Failure to obey the Policies, By-Laws
and Code of Conduct of the AAA Association could result in suspension from all
AAA Association functions for a specified period of time or complete expulsion from
the Association.

(f) Any individual who repeatedly displays behaviour that breaches the Code of Conduct
and fails to respect the Policies and By-Laws of the AAA Association shall be
refused membership in the Association.

(g) In the event a parent / guardian breaches a suspension imposed in Paragraph 4 (e)
above, the player of said parent / guardian can be suspended from all Team and
Association activities or receive an expulsion from the Association to ensure
compliance with the suspension.

MEETINGS AND QUORUM, MEMBERS

Article 4.

(a) The annual or any special meeting of the members shall be held at such
place in Branch and at such time as the Board of Directors may determine.

(b) The presence of at least ten (10) Members in person shall constitute a
quorum at any meeting of Members.

(c) No public notice nor advertisement of any meeting of Members shall be
required, however, except as otherwise expressly provided herein, notice of
the time and place of every meeting of Members shall be given to each
Member by sending the notice by email or regular mail, not less than twenty
(20) days before the time fixed for the holding of such meeting, provided that
any meetings of Members may be held at any time and place without such
notice if all the Members are present thereat and consent to the holding of
such meeting.

Article 5.

(a) There shall be an annual general meeting of the AAA Association which
shall be held at a place, date and time determined by the Board of
Directors which, unless otherwise fixed by the Board of Directors shall be
held prior to the completion of the hockey season and in any case not later
than the 15th day of May in each year. At every annual meeting, in
addition to any other business that may be transacted, the report of the
Board of Directors, the financial statements , the Directors shall be elected
and auditors appointed The Members may consider and transact any
business, without any notice thereof at any meeting of the Members. A
financial review will be conducted at the end of the Upper Canada
Cyclones fiscal year

(b) The order of business at the annual meeting shall be as follows:

i. Calling the meeting to order;

ii. Reading of minutes of the last annual meeting;

iii. Reporting of committees, President’s report and report of the Board
of Directors;

iv. Treasurer’s report

v. Old Business

vi. New Business, resolutions, or matters that may properly be brought
before the meeting, including without restriction the approval of the
financial statements and acceptance of the report of the auditors;

vii. The appointment of auditors and the fixing of remuneration;

viii. Presentation of the slate of nominees for election of Directors;

ix. Confirmation of appointment of two (2) srutinizers;

x. Election of Directors;

xi. Presidents’s final remarks;

xii. Adjournment.

Article 6. The Board of Directors shall have power to call, at any time, a special
meeting of the Members. The Board of Directors shall call a special meeting of
Members on the written requisition of not less than one-tenth (1/10) of the Members,
which requisition shall state the general nature of the business to be presented at the
meeting.

VOTING MEMBERS

Article 7.

(a) Each Member of the AAA Association shall at all meetings of Members be
entitled to one vote and he or she may not vote by proxy.

(b) Questions arising at any meeting of Members, other than the election of Directors
and except as expressly provided herein, shall be decided by a majority of the
votes of those present; in the case of an equality of votes, the Chair shall vote to
break the tie.

(c) The method of voting at meetings of Members, except for election of Directors,
shall be by a show of hands. A declaration by the President that a resolution has
been carried or not carried and an entry to that effect in the minutes of the AAA
Association shall be admissible in evidence as prima facie proof of the fact
without proof of the number or proportion of the votes accorded in favour of or
against such resolution. The demand for any method of voting other than by
show of hands may be withdrawn, but if demanded and not withdrawn the
question shall be decided by a majority of votes given by the Members present in
person.

ERROR OR OMMISSION IN NOTICE, MEMBERS

Article 8.

No error or omission in giving notice of any meeting or any adjourned meeting of the
Members of the AAA Association shall invalidate such meeting or invalidate or make
void any proceedings taken thereat and any Member may at any time waive notice of
any such meeting and may ratify, approve and confirm any or all proceedings taken
or had thereat.

BOARD OF DIRECTORS

Article 9.

(a) Subject to the terms of this General By-law, the affairs of the AAA Association
may be managed by a board of eleven (11) Directors. Directors shall be eighteen
years of age or over with power under law to contract. The Board of Directors
shall be comprised of the following Directors who shall (with the exception of
the Past President) be elected as Directors of the AAA Association in accordance
with Article 11 of this General By-law:

i. President

ii. 1st Vice President

iii. Vice President of Operations

iv. Secretary

v. Treasurer

vi. League Representative

vii. Equipment Manager

viii. Tournament and Ice Convenor

ix. Registrar

x. Director of Risk Management; and,

xi. Past President

(b) The Members may, by resolution passed by at least two-thirds of the votes
cast at a meeting of which notice specifying the intention to pass such
resolution has been given, remove any Director as a Director before the
expiration of his or her term of office, and may, by a majority of the votes
cast at that meeting, elect any person in his or her stead for the remainder of
his or her term.

ELECTION OF DIRECTORS

Article 10.

(a) No person shall be nominated for, or elected as a Director of the AAA
Association unless he or she is a Member,

(b) Each candidate for election as a Director may be nominated in two ways: in
writing by a Member which written nomination shall be delivered to the
Secretary at least five (5) full calendar days prior to the annual meeting. After all
the nominations have been tabled at the annual meeting, any person who has
been nominated may withdraw by announcing his or her withdrawal to the
President, who shall thereupon instruct the Secretary to strike the name from the
list. A candidate may also be nominated at the time of the annual general
meeting.

(c) Nominations will be accepted for election to the following offices, which
individuals shall be elected as Directors at the annual meeting of Members by a
plurality of votes cast by the Members:

i. President, provided that, nominations of an individual to the office of
President shall be accepted only if such individual has previously been
elected as a Director of the AAA Association;( except in the first election
of the first President following the creation of the AAA Association,)

ii. 1st Vice-President;

iii. Vice President of Operations;

iv. Secretary;

v. Treasurer;

vi. League Representative;

vii. Equipment Manager;

viii. Tournament and Ice Convener;

ix. Registrar;

x. Director of Risk Management;

(d) The Past President of the AAA Zone Association shall be an ex-officio Director
who shall hold such positions until such time as a former President whose term of
office has expired replaces him/her.

(e) The term of each Director shall be two (2) years. The President, Secretary, AAA
League Representative, Equipment Manager and Registrar shall be elected in
even numbered years and the 1st
Vice-President, 2nd
Vice President, Treasurer,
Ice Convener and Director of Risk Management shall be elected in odd numbered
year, in order to stagger the terms. (In the first year following the creation of the
AAA Association, the Vice-Presidents, Treasurer and Ice Convener will be
elected for a term of one (1) year and all other Directors will be elected for a term
of two (2) years.)

(f) Election of all Directors shall be by secret ballot distributed at the annual
meeting. Those elected will be announced by name only. Vote tallies will not be
disclosed. The voting procedures for the election of Directors shall be conducted
at the annual meeting as follows:

i. There shall be a returning Director, who shall be responsible for
preparing, distributing and the counting of the ballots on the completion
of voting and shall be assisted by two (2) SCRUTINIZERS. The
Board of Directors prior to the meeting shall appoint the returning
Director to this role.

ii. Voting shall be scrutinized by two (2) scrutinizers who shall be
appointed by the President, provided that such appointments shall
be approved by the Members at the meeting.

iii. Any candidate or Member may view the tally sheet in the presence
of the Returning Officer.

iv. Any candidate may request a re-count of the ballots after voting.
The Returning Officer will conduct the recount of the ballots and
shall be assisted by the two (2) scrutinizers.

v. Any ballots used in conducting of such votes shall be destroyed
upon completion of the voting process.

VACANCIES

Article 11.

Vacancies of Directors, however caused shall, so long as a quorum of Directors remain in
office, be filled by the Board of Directors but if there is not a quorum of Directors, the
remaining Directors shall forthwith call a meeting of the Members to fill the vacancy.

POWERS OF DIRECTORS

Article 12.

The Board of Directors shall administer the affairs of the AAA Association in all things
and make or cause to be made for the AAA Association, in its name, any kind of contract
which the AAA Association may lawfully enter into and, save as hereinafter provided,
generally, may exercise all such other powers and do all such other acts and things as the
AAA Association is, by its letters patent or otherwise, authorized to exercise and do.

Without in any way derogating from the foregoing, The Board of Directors:

(a) shall advise the Members on all matters of policy and shall review the previous
season’s operations prior to the annual meeting of Members and establish
policies for the forthcoming season prior to the commencement of training camp;

(b) shall maintain liason with District Associations through District Council
meetings for the purpose of ensuring that the polocies and practices are not in
conflict with those of the Home Associations;

(c) may, in the event of a general or specific dis-satisfaction with the operation of the
AAA Association, may by majority resolution, cause a Board of Directors
meeting to be held within seven (7) days thereafter to discuss such matters. In
the event that such issues are not resolved at that time, the Directors, by majority
resolution may call a special meeting of Members to consider the relevant matter;

(d) shall insure that a slate of nominees for Directors is available for each
position for which there is to be an election, provided that, Members may
make nominations in accordance with the provisions of Section 10 (b);

(e) shall appoint all coaches, and approve additional personnel that constitute the
team management, for each team;

(f) shall monitor and ensure that each member abides by the by-laws of the AAA
Association and that players abide by any rules or regulations approved by
the AAA Associations, the ODMHA, and Hockey Canada;

(g) may suspend or expel any member who fails to comply with the by-laws of
the AAA association provided that the Board of Directors follow the
principles of natural justice in the case of any such suspension or expulsion;

(h) may approve expenditure of AAA Association funds;

(i) shall provide to all Members in attendance at the annual meeting a full report
of the activities of the AAA Association since the last annual meeting; and

(j) shall have the power to consult with, or engage the services of legal counsel
with respect to the affairs of the AAA Association.

MEETINGS AND QUORUM, BOARD OF DIRECTORS

Article 13.

(a) Subject to any express provisions provided herein, meetings of the Board of
Directors may be called by the President or Vice-President, or by the
Secretary on direction of the President or Vice-President, or by the Secretary
on direction in writing of two (2) Directors.

(b) The Board of Directors may hold its meetings at such place or places as it
may from time to time determine.

(c) Not less than five (5) Directors shall form a quorum for the transaction of
business at meetings of the Board of Directors.

(d) No formal notice of any such meeting shall be necessary if all the Directors are
present and waive notice. Notice of such meetings shall be delivered, telephoned
or emailed to each Director not less than forty-eight (48) hours before the
meeting is to take place or shall be mailed to each Director not less than fourteen
(14) days before the meeting is to take place. The statutory declaration of the
President or Secretary that notice has been given shall be sufficient and
conclusive evidence of the giving of such notice.

Article 14.

The Board of Directors may appoint a day or days in any month or months for regular
meetings at an hour to be named and no notice of such meeting need be sent. A meeting
of the Board of Directors may also be held, without notice, immediately following the
annual general meeting of the AAA Association.

VOTING, BOARD OF DIRECTORS

Article 15.

Questions arising at any meeting of the Board of Directors shall be decided by a majority
of votes. In case of an equality of votes, the President, or his designate, shall cast the
deciding vote. All votes at such meeting shall be taken by ballot if so demanded by any
Director present, but if no demand be made, the vote shall be taken by a show of hands.
Any member having a conflict of interest on a voting issue must declare their conflict for
the record. They may speak to the issue but must abstain from the vote. A declaration by
the President that a resolution has been carried and an entry to that effect in the minutes
shall be admissible in evidence as prima facie proof of the fact without proof of the
number or proportion of the votes recorded in favour of or against such resolution.

INDEMNIFICATION

Article 16.

Every Director of the AAA Association, and his or her heirs, executors and
administrators, and estate and effects, respectively, shall from time to time and at all
times, be indemnified and saved harmless out of the funds of the AAA Association, 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 that 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 that 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..

REMUNERATION OF DIRECTORS

Article 17. The Directors shall receive no remuneration for acting as such.

PRESIDENT AND VICE PRESIDENT

Article 18.

(a) The President shall provide leadership to the AAA Association and shall preside
at all meetings of the Members and the Board of Directors. The President shall
have the general management and supervision of the affairs and operations of the
AAA Association. The President shall, together with the Secretary, or other
Officer designated by the Board of Directors for the purpose, sign all by-laws and
membership certificates.

(b) The President may appoint such committees or sub-committees such as, for
example, coach selection committees from the Members as the President may
deem necessary in the interests of the AAA Association. Such committees shall
appoint a chairman, who shall submit a written report of its recommendations
and such other reports as are required by the Board of Directors. Any member of
a committee or sub-committee may be removed at any time at the discretion of
the Board of Directors.

Article 19.

The Vice-President shall, in the absence of the President or in the case of the
President's inability to act, perform all duties of the President. The 1st
Vice-
President shall render such assistance to the President as may be required by the
President. In the case of a vacancy in the office of President, the 1st
Vice-
President shall preside until a new President is elected. The 1st
Vice-President
shall be specifically responsible for team liaison assignments at each level prior to
the start of tryouts.

The VP Operations will be responsible for all activities related to player
development, coach selection and day-to-day liaisons with all coaches to ensure a
AAA caliber hockey program is offered at each respective level.

PAST PRESIDENT

Article 20.

By virtue of experience, the Past President shall be a source of guidance on past practices
of the AAA Association. Specific additional duties of the Past President shall be
determined by the Board of Directors.

SECRETARY

Article 21.

(a) The Secretary shall keep a proper record of the proceedings of all meetings of the
Members and Board of Directors and shall prepare and distribute proper minutes
of every such meeting.

(b) The Secretary shall have charge of all books, documents and papers of a non-
financial nature, and perform other duties as determined by the Board of
Directors.

(d) The Secretary shall keep a record of all persons who are Members which will
include all necessary information determined from time to time as necessary by
the Board of Directors including, without restriction, the date on which each
person became or ceased to be a Member.

TREASURER

Article 22.

(a) The treasurer shall have charge of all books pertaing to the financial affairs of the
AAA Association.

(b) Treasurer shall have care and custody of the funds of the AAA Association and
deposit the same in the name of the AAA Association in such bank or banks as
the Board of Directors may direct.

(c) The Treasurer shall keep an accurate record of all monies received and
disbursed to the satisfaction of the auditors of the AAA Association and produce
the same for inspection within ten (10) days of a request thereof.

(d) The Treasurer shall keep a petty cash account and shall have power to use the
same for purposes of expenditures not exceeding the sum of one hundred dollars
($100.00).

(e) The Treasurer shall prepare an annual report giving the receipts and
disbursements of that year. Copies of the report shall be printed and made
available on request to any Member. The Treasurer shall prepare an interim
financial report giving receipts and disbursements to date at the annual meeting
of the AAA Association for presentation.

(f) The Treasurer shall, with the approval of the Board of Directors, invest and keep
invested, from time to time, the AAA Association monies.

AAA LEAGUE REPRESENTATIVE

Article 23.

The AAA League Representative shall be responsible for all liaison duties between the
AAA Association and the AAA League, shall attend all AAA League meetings and shall
act as representative for their respective AAA Association at such meetings.

EQUIPMENT MANAGER

Article 24.

The Equipment Manager shall purchase, repair and maintain an accurate inventory of all
equipment as approved by the Board of Directors.

ICE CONVENOR

Article 25.

The Ice Convener shall acquire and allocate, with the cooperation of the AAA
Association Board of Directors, all ice for annual tryouts, games and practices for each
season as required. All ice schedules shall be delivered, in a timely fashion, to the
coaches of the respective teams and AAA League Representative.

Only the Ice scheduler is authorized to purchase or to authorize the purchase of
any ice for any Upper Canada Cyclones team.

REGISTRAR

Article 26.

(a) The Registrar shall be responsible for the registration and verification of all
players and team officials in the AAA Association.

(b) The Registrar shall ensure that all team lists are correctly completed and
forwarded to the District and Branch Registrars as required.

(d) The Registrar shall be responsible for collecting and storing all Codes of
Conducts from members AND Police Checks from Coaching staff and
Managers.

RISK MANAGEMENT

Article 27.

(a) The Risk Management Director shall be responsible for risk, abuse and
harassment issues within the AAA Associations.

(b) Keep the AAA League Risk and Safety Director informed of issues.

SPECIAL OFFICERS

Article 28.

The Board of Directors may, by resolution, from time to time, appoint one or more
persons as special officers (advisors) of the AAA Association in recognition of their
respective contributions to the AAA Association or its predecessor; and/or their ability to
provide ongoing advice and counsel to the Board of Directors by virtue of their
experience. Special officers shall be entitled to receive notice of and to attend all
meetings of the Board of Directors but shall not be entitled to vote thereat. Special
officers shall hold office at the discretion of the Board of Directors.

RULES OF ORDER and ADJOURNEMENTS

Article 29.

(a) The President shall preserve order and decorum, and decide questions of rules of
order or practice, stating the applicable rule. Except as expressly provided herein,
Robert's Rules of Order shall be followed at all meetings of Members, the Board
of Directors, and other committees of the AAA Association.

(b) When the ruling of the President is appealed against, he or she shall, without
debate, put the question in the following words, "Shall the ruling of the President
be sustained". He or she shall have the right to state his or her reason for the
decision given.

(d) Any meetings of the Members or of the Board of Directors may be adjourned to
another time, and such business may be transacted at such adjourned meeting as
might have been transacted at the original meeting. No notice shall be required
of any such adjournment. Such adjournment may be made notwithstanding that a
quorum is not present.

REVENUE

Article 30. The revenue of the AAA Association shall be derived as follows:

(a) Members dues;

(b) registration fees charged each player in an amount and manner to be
determined by the Board of Directors;

(d) fundraising projects, both optional and compulsory, as approved by the Board of
Directors; and

(e) parent donations, to be determined by team management.

EXECUTION OF DOCUMENTS

Article 31.

(a) Deeds, transfer, licenses, contracts, engagements and any other instrument in
writing to be signed by the AAA Association may be signed on behalf of the
AAA Association by either the President or the Vice-Presidents, or any other
member as directed by the President, together with the Treasurer.

(b) All cheques, bills of exchange or other orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the AAA Association,
shall be signed by either the President or the Vice-Presidents, together with the
Treasurer or by any person or persons from time to time designated, and in such
manner as determined by resolution of the Board of Directors. Any such person
may alone endorse notes and drafts "for collection" or "for deposit" with the
bankers of the AAA Association. Any one of such persons so appointed may
arrange, settle, balance and certify all books and accounts between the AAA
Association and its bankers, and may receive all paid cheques and vouchers and
sign all of the bank's forms or settlement of balances and release or verification
slips.

BOOKS AND RECORDS

Article 32.

The Board of Directors shall see that all necessary books and records of the AAA
Association required by the by-laws of the AAA Association or by any applicable statute
or law are regularly and properly kept.

INSPECTION BY MEMBERS

Article 33.

All Members shall have the right to inspect any account or book or document relating to
the finances of the AAA Association, provided that, such accounts, books or documents

shall be made available to such Member at the AAA Association office within ten (10)
days after receipt of a request in writing.

PETITION AND REFERENDUM

Article 34.

Subject to applicable law, no Member shall send out, or cause to be sent out or circulated
any petition or communication relating to any resolution, referendum or proposal under
consideration or that deals with the policy of the AAA Association without first having
been authorized to do so by the Board of Directors.

AMENDMENTS TO CONSTITUTION

Article 35.

(a) Amendments to the by-laws of the AAA Association may be proposed by a
Member and shall be considered by the Board of Directors if received by the
Secretary one month prior to the annual general meeting

(b) The Board of Directors shall consider such proposed amendment and, if passed
by the Board of Directors, notice of proposed amendments to the By-laws shall
be circulated to all Members, together with the notice of the annual meeting or
special meeting, as the case may be.

(c) Amendments to the by-laws of the AAA Association shall be passed by majority
vote of the Members at an annual meeting or special meeting, as the case may be.

NOTICE

Article 36.

Notices of meetings of the Members and the Board of Directors shall contain such notices
of motion and a business agenda so as to permit participants at such meeting to form a
reasoned judgment thereon.

INTERPRETATION

Article 37.

In this General By-law and in all other by-laws of the AAA Association 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 vice versa, and references to persons shall include firms and AAA Associations.