Updated January 2020
A by-law relating generally to the conduct of the affairs of Dodgeball Canada (the "Corporation")
Dodgeball is a game in which players on two teams try to throw balls at each other while avoiding being hit themselves. In Canada, the game is played by people of all ages in informal and formal settings on playgrounds, community spaces, or in organised recreational leagues.
The majority of the established dodgeball leagues in Canada are co-ed although there are tournaments on occasion that call for all-women’s or all-men’s teams.
There are many variations of the game, but generally the main objective of each team is to eliminate all members of the opposing team by hitting them with thrown balls, catching a ball thrown by a member of the opposing team, or forcing an opposing player to move outside the court boundaries when a ball is thrown at them.
The number of dodgeballs used in the game often varies, but the most common number of balls used in Canadian leagues is 6. Exceptions are usually made if a court is particularly small or if many people participate.
Dodgeball can be played with different types of dodgeballs. The most common type used in Canada is foam, although a number of leagues across the country use cloth or rubber balls.
A typical dodgeball game is usually played on a volleyball court, basketball court, fenced area, trampoline arena, or outdoor sand court (beach volleyball court).
Dodgeball Canada recognizes rule variations among its member leagues across Canada but does not enforce one particular rule set. That being said, Dodgeball Canada has adopted and uses the rules laid out by the World Dodgeball Federation (WDBF) for the Dodgeball Canada National Championships.
BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
"board" means the board of directors of the Corporation and "director" means a member of the board;
"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
"proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.
3. Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
4. Financial Year
The financial year end of the Corporation shall be December 31 in each year.
5. Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
6. Borrowing Powers
If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:
borrow money on the credit of the corporation;
issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.
7. Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available on the website and/or Facebook page of the Corporation and any member may, on request, download a copy free of charge from the website or Facebook page.
8. Membership Conditions
Dodgeball Canada shall have three membership tiers.
CLASS A Member
Class A members shall be a provincial or territorial sport organization recognized by Dodgeball Canada as the authority for dodgeball in their respective region. Class A membership shall be limited to one member per province or territory, such that only one member is recognized as the authority for dodgeball in a region. Class A members have 1 vote at members’ meetings.
CLASS B Member
Class B members shall be individual players that play in dodgeball leagues, tournaments, championships, or other events as identified by Class A members. Class B members receive benefits as outlined in the Dodgeball Canada Individual Members Benefits policy. Class B members have no votes at members’ meetings.
CLASS C Member
Class C members shall be high performance players, administrators, or other officials as identified by Class A members. Class C members receive benefits as outlined in the Dodgeball Canada Individual Member Benefits policy. Class C members shall receive directors’ meeting minutes, and financial reports upon request. Class C members have no votes at members’ meetings.
9. Membership Transferability
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
10. Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
11. Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
12. Absentee Voting at Members' Meetings
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
a. enables the votes to be gathered in a manner that permits their subsequent verification, and
b. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
13. Membership Dues
Class A, Class B, and Class C members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
14. Termination of Membership
A membership in the Corporation is terminated when: 1. the member dies, or, in the case of a Class A the organization is dissolved; 2. a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws; 3. the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation. Membership fees will be reimbursed if the resignation is received within 60 days of the date of the original membership fee payment; 4. the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by-laws; 5. the member's term of membership expires; or 6. the Corporation is liquidated or dissolved under the Act.
15. Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
16. Discipline of Members
The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
a. violating any provision of the articles, by-laws, or written policies of the Corporation;
b. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
c. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.
17. Proposals Nominating Directors at Annual Members' Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
18. Cost of Publishing Proposals for Annual Members' Meetings
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
19. Place of Members' Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, via electronic meeting (such as Skype or Google Hangouts).
20. Persons Entitled to be Present at Members' Meetings
Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.
21. Chair of Members' Meetings
In the event that the chair of the board and the vice-chair of the board are absent, a board member will be chosen by the chair and vice-chair of the board to chair the meeting.
22. Quorum at Members' Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
23. Votes to Govern at Members' Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
24. Participation by Electronic Means at Members' Meetings
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
25. Members' Meeting Held Entirely by Electronic Means
If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
26. Number of Directors
The Dodgeball Canada Board of Directors will consist of 9 directors. The Board should strive to have at least 5 female directors. Moving forward, the board shall make every effort to have diverse representation from across the country.
Directors shall have 1 vote at directors’ and members’ meetings.
27. Term of Office of Directors
The directors shall be elected to hold office for a term expiring not later than the close of the second annual meeting of members following the election. For the First Board, the initial terms of the President, Director of Finance, Director of Programs and Director of Communications and Media shall be 3 years in order to create staggered election years for Board members.
At the end of the Board member’s first year, they will be asked to present to the Board their accomplishments as well as what they hope to accomplish in the coming year.
28. Calling of Meetings of Board of Directors
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.
29. Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 5 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
30. Regular Meetings of the Board of Directors
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
31. Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
32. Subcommittees of the Board of Directors
The board may from time to time appoint any subcommittee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such subcommittee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any subcommittee member may be removed by resolution of the board of directors.
Subcommittees are formed in order to take on specific projects and to advise and assist in the implementation of Board policies and plans of Dodgeball Canada. They meet separately from the Dodgeball Canada Board in general in order to plan and discuss the project work. The results of their research are to be presented to the Dodgeball Canada Board and voted on as necessary.
All Dodgeball Canada subcommittees are led by members of the Dodgeball Canada Board of Directors. Each subcommittee should have one or two subcommittee Chairs who are responsible for reporting back to the Dodgeball Canada Board. Participation of Dodgeball Canada Board members on any subcommittee(s) is voluntary. The size of the subcommittees will vary. Every effort will be made to keep representation at a functional and economical level.
Non-voting members can be recruited to sit on subcommittees where necessary based on consensus of the subcommittee members.
The Chair/co-chair of each subcommittee is responsible for:
Plans and oversees the logistics of committee operations
Reports to the President
Presents committee decisions/recommendations to the board
Assigns work to committee members
Ensures committee members have the information needed to do their jobs
Sets the agenda for and runs committee meetings
Ensures distribution of committee meeting minutes
Works with applicable staff in achieving the objectives of the committee
Evaluates committee effectiveness in reaching goals and objectives
33. Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide.
34. Description of Offices
The board will have offices as described below. The duties and responsibilities of each officer shall be determined by board policy, and may be amended from time to time through board resolution. Each office below shall be held by a director of the board. If listed below, the office responsibilities must be a part of the duties and responsibilities of the office.
Has financial signing authority
In the event of a tie vote, the President’s vote shall break the tie
Has financial signing authority
Has financial signing authority
Marketing and Sponsorship
Communications and Media
Community Outreach and Membership
Sport and Player Development
35. Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
the officer's successor being appointed,
the officer's resignation,
such officer ceasing to be a director (if a necessary qualification of appointment) or
such officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
36. Method of Giving Any Notice
Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
if mailed to such person at such person's recorded address by prepaid ordinary or air mail;
if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
if provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
37. Invalidity of any Provisions of this By-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
38. Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
39. Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.
40. Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
The number of mediators may be reduced from three to one or two upon agreement of the parties.
If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
41. Removal of a Board Member
A board member may be removed from the Board for any of the following:
Violating the Dodgeball Canada Code of Conduct
Failure to attend official Dodgeball Canada Board meetings
Harassment or bullying of Dodgeball Canada Board members
Harassment or bullying of Dodgeball Canada members
Breach of confidentiality
Misappropriating Dodgeball Canada funds
Discriminatory or abusive language or behaviour
Other behaviour or communication deemed damaging to Dodgeball Canada or its members
Any complaint arising therefrom will result in opening a case to be investigated jointly with the President and the VP, Administration, who will present the background along with a motion to the Board of Directors. The Board will then act on the motion in accordance to its policies and procedures.
The subject of the complaint has the right to know the case to be met, along with all information and recommendation to be presented to the Board. The subject will be given reasonable opportunity to present their position to the investigating party.
If the subject is the President or VP, Administration, the aforementioned will recuse themselves from the process and the Board will choose 2 other representatives to investigate.
The decision of the Board can only be appealed if an error was made by the investigating party or if information was intentionally omitted when presenting the case to the Board. The subject is responsible for demonstrating this occurrence, and must do so within 30 days of notification by the Board representative.
43. Resigning Board Members
A Board member who chooses to resign must do through a written letter or email to the President. The President is required to acknowledge the resignation, also through a written letter or email, within 7 business days. Should a member’s resignation be given informally or the member chooses to cease attending Dodgeball Canada meetings, the Board may employ the procedure outlined in ‘Removal of a Board Member’. The resignation date must be suggested in the resignation letter, but remains at the discretion of the Board. As a matter of courtesy, Board members are asked to give as much notice as possible when resigning.
44. By-laws and Effective Date
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
45. Board of Directors General Duties and Responsibilities
There are certain general duties and responsibilities that all Dodgeball Canada board members should adhere to, no matter their position on the board.
Promote the sport at all levels
Provide guidance and input to the Dodgeball Canada strategic plan
Provide input and vote on all Board matters
Participate on subcommittees
Conduct themselves in a professional and respectful manner on and off the court
Make every effort to avoid controversial situations regarding dodgeball (on and off the court) unless asked to mediate by those involved.
Participate in recruitment and succession planning of Board members
Understand and demonstrate a commitment to Dodgeball Canada’s mission and programs
Keep up to date with issues and trends that affect Dodgeball Canada
Regularly check the Dodgeball Canada Facebook page for posts that require board member attention.
Prepare for meetings by reading agendas, minutes, reports and other documentation required to actively participate in them
Attend meetings regularly.
Any board member that misses 3 consecutive board meetings in a row over a 3 month period will be asked to resign unless there are extenuating circumstances and the board votes against the motion.
The board will meet a minimum of 7 times per year (generally on a monthly basis).
Board members must attend at least 6 board meetings in the course of a year.
Contribute skills and knowledge by participating actively in meetings and committee work
Make inquiries when clarification or more information is needed
Understand and monitor the organization’s financial affairs
Understand and maintain confidentiality
Ensure the organization is complying with all legal and regulatory requirements
Conduct themselves with full transparency - share any and all work done on behalf of Dodgeball Canada with other Dodgeball Canada board members.
Boldly and respectfully state opinions on Board matters with no fear of negative reprisal.
All new (and current) board members must undergo a police records check. If anything of concern is found, then the board will vote on whether it affects incumbent’s qualifications for the board or if a current board member should step down. If a Board Member is convicted while serving on the board, she/he is obligated to inform the President and Vice-President.