Bylaws Table of Contents
1.0 Interpretation 6.0 Board of Directors 11.0 Committees 16.0 Banking
2.0 Objectives 7.0 Directors Meetings 12.0 Liquidation & Dissolution 17.0 Auditors
3.0 Membership 8.0 Officers 13.0 Manner of Execution of Contracts 18.0 Notices
4.0 Membership Fees 9.0 Indemnification 14.0 Head Office 19.0 Amendments to By-Laws
5.0 Members Meetings 10.0 Compensation 15.0 Fiscal Year
1.1 In these By-laws the following definitions apply:
a) "Act" means The Non-Profit Corporation Act, 1995 (Saskatchewan);
b) "Association" means Regina Minor Football 2000 Inc.;
c) "Board" means the board of directors of Regna Minor Football 2000 Inc.;
d) "By-Laws" means these by-laws together with amendments thereto;
e) "Chair" means the person elected to chair a meeting of Members, Directors or a committee of Directors as the case may be;
f) "Directors" means the Directors of the association as described in Section 6 of these By-Laws;
g) "Members" means the members of the association, which include playing and non-playing members, as described in Section 3 of these By-Laws;
h) "Officers" means the Officers of the association as described in Section 8.1 of these By-Laws;
1.2 All terms contained in these By-Laws which are not defined in these By-Laws and which are defined in the Act shall have the meaning given to such terms in the Act.
1.3 The Board is the sole authority for the interpretation of these By-Laws and the decision of the Board upon any question of interpretation, or upon any matters affecting the Association and provided for by these By-Laws and regulations made thereunder, shall be binding on all the members.
2.1 The objectives of the association are:
a) To promote amateur football in the City of Regina and surrounding area and the development of the fundamental skills of the sport of football;
b) To build character and promote sportsmanship among all individuals associated with the sport of football;
c) To operate the Association in a business like manner.
3.1 The membership of the association will consist of two classes of members. Playing and non-playing members (parent / guardian).
3.2 Playing members will be the child, of the non-playing member, participating in minor football with the association.
3.3 Non-Playing members will be the designated parent or legal guardian of the playing member as indicated on the registration form.
3.4 To be considered for membership Playing and non-playing members must submit a completed registration / application form and have applicable fees paid in full.
3.5 The registration coordinator shall have absolute discretion in the determination of eligibility for membership in the association.
*3.6 Membership in the Association will terminate annually on the first game of the following season.
4.0 Membership Fees
4.1 The Board of Directors shall determine membership fees for the association.
4.2 Membership fees shall be payable prior to participating in any activity associated with the Association.
5.0 Members Meetings
5.1 An Annual General Meeting of the members will be held yearly. The Board of Directors shall determine the time and place of the meeting.
5.2 Special meetings of the association may be held as called by the Board of Directors or in accordance with section 5.3
5.3 Special meetings of the association shall be held when 5% of the members request such meeting to the Board of Directors.
5.4 The quorum for any meeting of the Members shall be 5% of the total membership. No business can be conducted unless a quorum is present.
5.5 Only one member (parent or guardian) of a playing member shall have one vote. Head Coaches, who do not have Non Playing Status, are eligible to participate and vote at the Annual General Meeting. (Head coaches with no children participating). In the event of a tie in the vote the motion shall be considered defeated.
5.6 Written notice, of at least 15 days, shall be provided to each member of any annual or special meeting.
6.0 Board of Directors
6.1 The Board shall be comprised of not less than 9 and no more than 15 directors. The members shall / may set the actual number of directors by resolution.
6.2 A director must;
*6.3 Directors shall be elected, by the Members of the Association, at the annual general meeting with a maximum of six directors being elected for a two-year term. Other vacant positions will serve a one-year term. The term of an elected Director shall commence at the start of the next fiscal year as determined in 15.1
6.4 The Board of Directors may appoint Directors to vacant positions not filled at the Annual General Meeting. The term of an appointed Director shall start at the time of appointment by the Board of Directors and shall terminate at the end of the one or two year specified term.
6.5 The office of a Director shall automatically be vacated if;
6.6 If a vacancy occurs as a result of one of the events in 6.5 the Board of Directors may appoint a Director to fill the vacancy. The appointed Directors term shall end at the end of the next annual general meeting.
6.7 The President and Vice-President will be appointed members of the Board of Directors whose terms of office, roles and duties will be determined by the Board of Directors.
7.0 Directors Meetings
7.1 Sixty percent of the Board of Directors must be present to constitute a quorum to conduct the Associations business. At any meeting where a quorum is present the actions of the Directors shall be the actions of the entire Board of Directors. In the event of motions that end in an equality of votes, the motion shall be defeated.
7.2 Meetings of the Board of Directors may be held at any place the Directors determine.
7.3 A meeting of the Board of Directors shall be held at least four times each fiscal year and more frequently if required. Any meeting of the Board may take place with fifteen days written notice to all Directors. A meeting of the Board can be held at any time without fifteen days notice if all Directors are present or if absent those absent have consented to the meeting.
7.4 The Board shall appoint one Director to serve as Chair of the Board to conduct board meetings. In the event of an equality of votes, at any meeting of the Directors, the Chair shall not have a second or casting vote.
7.5 The Board shall manage the affairs of the association in accordance with these By-Laws and may exercise all such powers of the Association as required by the Act or these By-Laws except those powers to be exercised by the Members at the annual general meeting.
8.1 The Board shall elect / appoint the following Officers:
8.2 The Board may appoint other such officers; determine their duties and length of terms as required.
8.3 The Board may add to or limit the powers of any officer in accordance of these By-Laws or the Act. The Board may remove any officer from their duties upon resolution.
8.4 Any Officer of the association may engage additional volunteers to assist in their duties upon approval of the Board.
9.1 Each Director, Officer or committee member or former Director, former Officer or former committee member of the Association, shall be indemnified and saved harmless against all liabilities, costs, charges and expenses whatsoever, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him / her in respect of any civil, criminal or administrative action or proceeding to which he / she is made a party by reason of having been a Director or Officer of the Association save and except any liabilities, costs, charges or expenses incurred by such person's own willful default or neglect.
10.1 The Directors, Officers and committee members of the Association shall not be entitled to receive any remuneration for their services but may be paid reasonable expenses incurred in connection with their attendance at any regular or special meetings of the Board or of any committee in conjunction with any other business or activity conducted on behalf of the Association. Such remuneration is up to the absolute discretion of the Board.
11.1 The Board may constitute any committee deemed necessary for the effective management of its operations and affairs. The Board shall also prescribe the duties of these committees.
11.2 The Board shall appoint members and the Chair of each committee. Committee members are not required to be Directors.
11.3 Each committee will regulate their particular meetings. A majority of the committee must be present to constitute a quorum. A majority of votes is required to pass resolutions. In case of equal votes the motion or resolution is defeated.
12.0 Liquidation & Dissolution
12.1 In the event of liquidation or dissolution of the Association, the remaining property shall, in the course of the liquidation or dissolution, be distributed to other minor football organizations in the City of Regina or surrounding area.
13.0 Manner of Execution of Contracts
13.1 Contracts, documents or instruments in writing requiring execution by the Association may be signed by any two Directors or Officers of the Association and all contracts, documents or instruments in writing so signed shall be binding upon the Association. The Board may, from time to time, by resolution appoint any Officer or Officers or any person or persons on behalf of the Association either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
14.0 Head Office
14.1 The head office of the Association shall be at the City of Regina, in the Province of Saskatchewan, at such a place as the Board determines.
15.0 Fiscal Year
15.1 The fiscal year of the Association shall terminate on the 31st day of December in each year.
16.1 The bank accounts of the Association shall be kept in such bank or banks, trust companies or other depositories as determined by the Board. Cheques on the bank accounts of the Association shall be drawn by such Officer or Officers as designated by the Board.
17.1 The Members shall, at each annual general meeting, appoint an auditor to audit the accounts and annual financial statements of the Association for a report to the Members of the next annual general meeting. The auditor shall hold office until the next annual general meeting provided that the Board may fill any casual vacancy in the office of auditor. The Board shall fix the remuneration of the auditor.
17.2 Each Director, officer and committee member must provide full financial disclosures including all invoices, receipts and other documents including, but not limited to cash flow into and out of Regina Minor Football 2000 Inc, to the auditor.
18.1 Any notice to be given to any Member, Director, Officer or auditor shall be served either personally, by fax or mail to the last known address recorded by the Association.
19.0 Amendments to By-Laws
19.1 The Board may, by a majority vote, repeal, amend or re-enact these By-Laws, provided that every such repeal, amendment or re-enactment is sanctioned at a meeting of Members duly called for the purpose of considering the said By-Laws by an affirmative vote of Members present and provided that the repeal or amendment of these By-Laws shall not be enforced or acted upon until the approval of the Members have been obtained.