Vancouver Ultimate League Bylaws
Table of Contents
1) The Name of the Society
2) Purposes
3) Mission Statement
1) Membership
Becoming a Member
Setting membership dues
2) Membership Voting
3) Ceasing to be a Member
Removing Members from the Society
4) Meetings of Members
Eligibility to vote
Notification
5) Quorum
6) Proxy Voting
Proxy Form
7) Directors
Nominations
Term of Office
Duties of Directors
Job Descriptions
Conduct of Directors
Meetings of Directors
Calling of Board meetings
Quorum at Board meetings
Committees
Voting
Signed Resolution by all respective Directors
Minimum number of meetings per year
Financial, Legal Obligations & Powers of Directors
Removal of Director(s) by Members
Removal of Director(s) by other Directors
8) Officers
Length of terms
Appointment of Officers
Duties
President
Vice President
Treasurer
Secretary
Other Officers
9) Finances
Distribution of income
Location of Books and Records
External Accountant
Borrowing
Cash recovery objective
Allocation of excess bank deposits
10) Amendments
11) Auditor
Appointment of an auditor
12) Seal
The Name of the Society is Vancouver Ultimate League Society.
Purposes
The Society is organized exclusively for recreational and educational purposes and to foster sports competition within the Greater Vancouver area, including, but not limited to, such purposes as:
a) To serve as the governing body of the sport of Ultimate within the Vancouver Ultimate League Society, representing the interests of the sport and the interests of all players;
b) To maintain the "spirit of the game" as the central governing principle of the sport;
c) To promote the growth, public awareness and development of the sport of Ultimate;
d) To act as the vehicle through which the ongoing activities of the sport are organized, including, but not limited to, participation within national and international competition, developing and disseminating educational programs, maintaining a standardized body of rules and serving as a medium for the exchange of information; and
e) Consistent
with the above principles, to transact any and all other lawful
business or businesses pursuant to the British Columbia Societies Act,
as it may be amended from time to time.
Mission Statement
The Vancouver Ultimate League Society exists to promote, organize and
support good, spirited Ultimate and to assist in any way possible the
development of the sport of Ultimate and Ultimate players in the
Vancouver Ultimate League. This is an unalterable provision.
1) Membership
a) A member of the Vancouver Ultimate League Society is any individual
that has registered either individually or as a team in any one or more
of the Vancouver Ultimate League Society seasons in a calendar year; and
is a member in good
standing;
b) A member in
good standing is one that has paid their league fees for the given
year; and complies with the bylaws and policies and procedure
handbook;
c) Every member shall comply with these bylaws;
and
d) Subject to the
Society Act, each member, as a condition of their membership, agrees
to hold the Society and it's Directors, Officers, Coordinators,
Agents and Consultants harmless from claims of any kind, nature or
description arising out of the member's participation in or
observance of any game, tournament or event sponsored or sanctioned by
the Vancouver Ultimate League Society.
2) Member
voting
a) Each member
shall have one vote in matters requiring a vote by the
membership.
b) Any member of the Society entitled to vote at a duly appointed
meeting may authorize another person to vote for them by proxy. Notice
of a proxy shall be in writing signed by both the member and the
proxy. Such proxy must be delivered to the Board of Directors prior to
the meeting, and shall be valid only for the meeting named therein. A
reminder of a member's proxy rights shall be included in any
notice of any member's meeting.
3) Ceasing to be a
Member
a) An individual shall cease to be a member of the Society:
1) By delivering his/her resignation in writing to any Board Director of the Society or by mailing or delivering it to the address of the Society;
2) A member who
has resigned in good standing may again become a member for the
current year.
b) On his/her death, or in case of an organization, on
dissolution;
c) On having been a member not in good standing for a period of time
prescribed by the Board Directors; or
d) On being expelled.
1) A member may be expelled under the guidelines established within
the Society policy and procedure handbook; being that the Board of
Directors may, by a three quarters majority vote, suspend the
membership of any member and recommend to the members at the general
meeting the expulsion of that member for behavior likely to bring
discredit to the Society.
1) The expulsion of a member shall not be valid until confirmed by a
three quarters majority vote of members at the General Meeting;
or
2) A member may be expelled by a special resolution of the members passed at a General Meeting.
3) The notice of special resolution for expulsion shall be accompanied by a brief statement of the reason(s) for the proposed expulsion.
4) The person who
is the subject of a proposed resolution for expulsion shall be given
an opportunity to be heard at the said meeting, previous to the
resolution being put to a vote.
4) Meetings of Members
a) An Annual General Meeting will be held in November or the first
week of December of each year, and in accordance with the Societies
Act; notice for the AGM will be given as early as possible, no less
than 14 days.
b) The Vancouver Ultimate League Society requests an order, pursuant
to Section 39(5) of the Society Act, stating that a substantial
majority of members have electronic mail, and the others will be given
written confirmation of at least 14 days
notice.
c) The Board of
Directors shall give no less than 14 days written or electronic notice
for all meetings of the Society to members entitled to receive notice
of a general meeting.
d) Special meetings may be called by the Board of
Directors,
1) Special
meetings may also be called by a petition signed by at least 5% of
members in good standing to be given to the Board of Directors. The
Board shall give no less than 14 days written or electronic notice for
all meetings of the Society to members entitled to receive notice of a
general meeting,
e) The date, time and place for all meetings shall be fixed by the
Board of Directors.
f) The accidental omission to give notice of a meeting to, or the
non-receipt of a notice by, any of the members entitled to receive
notice does not invalidate proceedings at that meeting.
g) Each member in good standing shall be entitled to one vote, and if
necessary, a deciding vote shall be cast by the President, being the
only vote that he/she is entitled to as a member.
h) Motions, other than special resolutions or as otherwise
specifically required herein, shall be passed by a simple majority of
votes cast at any duly constituted meeting of members.
5)
Quorum
a) A quorum is 25
members in good standing present or such greater number as the members
may decide at a general meeting.
b) If at any time during a general meeting there ceases to be a
quorum, business then in progress shall be suspended until there is a
quorum present or until the meeting is adjourned or terminated.
c) No business, other than the adjournment or termination of the
meeting, shall be conducted at a general meeting at a time when a
quorum is not present.
d) If within 30 minutes from the time appointed for a general meeting
a quorum is not present, the meeting, if convened on the requisition
of members, shall be terminated.
e) A general meeting may be adjourned from time to time, and place to
place, but no business shall be transacted at an adjourned meeting
other than business left unfinished at the meeting from which the
adjournment took place.
1) When a general meeting is adjourned for 10 days or more, notice of
the adjournment meeting shall be given as in the case of the original
meeting.
f) If at a general meeting, there is no President, Vice President or
other directors present within fifteen minutes after the time
appointed for holding the meeting, or the President and all the other
Directors present are unwilling to act as Chairperson, the members
shall choose one of their number to act as Chairperson for that
meeting.
g) Any decision taken by the general membership at a duly appointed
meeting may be appealed to the Board of Directors. The Board of
Directors may at this time resubmit the motion to the general
membership (affording time for discussion), or vote. An overturn of
the original decision may be achieved through a three quarters
majority vote by the Board.
h) No rule made by the Society in general meeting invalidates a prior
act of the Directors that would have been valid if that rule had not
been made.
i) Proposed New Business items must be submitted to the Board of
Directors at least 7 days prior to the Annual General Meeting.
j) Notice of any special business shall contain sufficient
information to permit each member to make an informed decision.
k) Special Business is:
1) All business of an extraordinary general meeting except the
adoption of the rules of order;
2) All business that is transacted at an AGM except;
a) The adoption of the rules of
order;
b) The
consideration of the financial statements;
c) The report of the Directors;
d) The report of the auditor, if any;
e) The election of Directors;
f) The appointment of the auditor, if required; and
g) Such other business as, under these Bylaws, ought to be transacted
at an AGM, or business which is brought under consideration by the
report of the Directors issued with the notice convening the meeting;
and;
3) Amendments to the Vancouver Ultimate League Society Policies on
Discipline
6) Proxy
Voting
a) Unless the
Directors otherwise determined, the instrument appointing a proxy
holder and the power of attorney or other authority, if any, under
which it is signed or a notarized certified copy thereof shall be
deposited with the meeting Chairperson previous to the meeting or at
the commencement of the meeting.
b) A vote given in accordance with the terms of an instrument of proxy
is valid notwithstanding the previous death or incapacity of the
member or revocation of the proxy or of the authority under which the
proxy was executed, provided no intimation in writing of the death,
incapability, or revocation has been received at the registered office
of the Society before the vote was given;
c) Unless, in the circumstances, the Society Act requires any other
form of proxy, an instrument appointing a proxy holder whether for a
specified meeting or otherwise, shall be in the form of the following,
or in any other form that the Board shall approve:
"I, ___________________ , a member in good standing of the
Vancouver Ultimate League Society, do hereby appoint
__________________ , of _________________ , (or failing her/him,
__________________ , of _________________ ), a member in good
standing, as my proxy vote for my person and on my behalf at the
general meeting of the Society to be held on the
_______ day of _________ in the year of _________ .
Dated this ________ day of _________ in the year of _________ .
d) A proxy is valid for one meeting or any adjournment thereof.
e) The proxy holder is only authorized to represent or act in faith of
one person at a time, and any one meeting or adjournment
thereof.
7) Directors
a) The Vancouver Ultimate League Society shall be directed by an
elected Board of Directors, which shall consist of seven members in
good
standing.
b) Nominations
for elected positions must be received by the Board of Directors no
later that one week previous to the Annual General Meeting.
1) All nominations must include the full name of the nominee,
signature of Nominee, contact information including postal address,
and a summary (not exceeding 100 words) outlining
qualifications.
c) The Directors of Vancouver Ultimate League Society shall be elected
annually by the members at the AGM via secret ballot.
1) Nominees will be given no more than 5 minutes to state their
platform before the election.
2) a simple majority is required for election.
d) Term of Office. Board of Directors shall be elected for a term of
two years (from AGM to AGM), and are eligible for election for a maximum
of three consecutive terms. In the event of mid-term resignation or
dismissal, directors may be elected for a term of one year, by decision
of the board, in order to preserve the overall balance of the election cycle.
e) The Board of Directors shall have the power to administer the
affairs of the Society, to initiate, manage and terminate all
employment contracts, including those of the League Coordinator (s),
and to determine their duties, responsibilities and
remuneration.
f) All directors shall act honestly and in good faith and in the best
interest of the Society, and uphold these
bylaws.
g) No director
shall be remunerated for their services, but shall be reimbursed for
all expenses necessarily and reasonably incurred while engaged in the
affairs of the Society; nor will any form of loan be given to a Board
Member.
h) The Board of Directors shall appoint officers who shall be
responsible for the day-to-day workings of the Society. The positions
of these officers shall be President, Vice-President, Secretary and
Treasurer.
1) The number of
offices may change from time to time as determined by the Board.
i) Quorum. The presence at any meeting of the Board of at least 66% of
Directors shall constitute a quorum and shall be necessary to transact
any business.
1) The consent of the majority of the full Board of Directors,
whether present and voting or not, shall be required for passage of
any measure before the Board of Directors.
j) The Board of
Directors shall meet at least four times per annum, at times and
places as determined by the Board of Directors. The President shall
chair these meetings.
k) Any director may call a meeting of the Board by giving 28 days
notice to each other Director.
l) The Board of Directors may call special committees as it shall
deem advisable. All such committees shall be chaired by a Board Member
and shall serve at the pleasure of the Board.
m) Any director may be removed by the Board upon the affirmative vote
of three quarters of the members of the entire Board (whether present
and voting or not). In addition, any directors or directors may be
removed by a majority vote of the members. In order to trigger a
recall election by the members, a recall petition signed by not less
than twenty percent of members in good standing of the Vancouver
Ultimate League Society, which shall be submitted to the Board as a
whole who shall thereupon schedule a recall election within sixty
days.
n) A director may resign at any time by giving written notice to the
Board. Unless otherwise specified in the notice, the resignation shall
take effect upon receipt thereof by the Board. The Board may, but
shall not be required to, appoint an interim director upon the death,
resignation or removal of any director, who shall serve until the next
regularly scheduled Board
elections.
8)
OFFICERS
a) President
1) Shall be appointed by the Board of Directors and serves at their
discretion;
2) Shall chair at all meetings;
3) Shall act as an official liaison for the Society;
4) Shall exercise a general supervision and control over the officers
and business of the Society, and draw up an agenda for all
meetings;
5) Shall be the final authority in regards to ensuring the bylaws,
policies and procedures are followed in the best interests of the
Society;
6) The President shall hold no other office within the Society.
b) Vice President
1) Shall carry out the duties of the President in their absence, or in
the event of his or her inability or refusal to act; and when so
acting, shall have all the powers of and subject to all the
restrictions upon the President;
2) Shall be appointed by the Board of Directors and serves at their
discretion; and
3) Assist the President in the fulfillment of their duties.
4) The Vice President shall hold no other office within the Society.
c) Treasurer
1) Shall be responsible for the maintenance of all financial books and
records of the Society;
2) Shall be appointed by the Board of Directors and serves at their
discretion;
3) Shall keep a record of all moneys received and dispersed;
4) Shall receipt all donations to the Society, with the exception of
any conflict of interest guidelines;
5) Shall produce an annual financial statement, in conjunction with
the work of the Society accountant, and will render financial
statements to the membership and the Board when required or formally
requested;
6) Supervise the drafting of the annual budget, and shall review the
budget and monthly bank reconciliations from time to time to ensure
compliance with the approval of expenditures and financial policy of
the Board;
and
7) Ensure that
all tax laws and obligations are complied with.
8) The Treasurer shall hold no other office within the Society, other than
Society accountant.
d) Secretary
1) Shall be appointed by the Board of Directors and serves at their
discretion;
2) Shall be responsible for giving notice of
all Board meetings to the Board of Directors;
3) Shall be responsible for the keeping of minutes of all meetings;
and
4) Shall be responsible for the preparation and distribution of said
minutes to the Board of Directors and League Coordinator(s).
5) The Secretary shall hold no other office within the Society.
e) Other
Officers.
1) The Board shall appoint such other officers as may be necessary to conduct the business of the Society.
2) The Board may designate special consultants or agents, in accordance will all conflict of interest guidelines, at any time.
3) Payment such as salaries, wages, fees or
honouraria for services rendered to the Society by all such officers,
consultants, and agents shall be reasonable and in line with those
paid in "arms length" situations for similar services.
9) Finances
a) No part of the Society's income shall be paid, payable or
otherwise made available for the personal benefit of any Member or
Director, except for the following:
1) Salaries, Wages, Fees and Honouraria for services rendered to the
Society. Payment such as salaries, wages, fees or honouraria for
services rendered to the Society by all such officers, consultants,
and agents shall be reasonable and in line with those paid in
"arms length" situations for similar
services.
2) Reimbursements to employees and Members of the Society to assist them
in covering their expenses to attend various tournaments and meetings as
representatives of the Society, provided that the attendance at such tournaments
is to further the aims and objectives of the Society.
b) The books and records of the Society shall be located at the offices
of a lawyer, bank, certified accountant or notary public, or some other
reasonable professional's location. The books and records of the Society
for the current year may be located with the League Coordinator or the Treasurer,
provided all necessary precautions are taken to ensure their safety and
integrity.
c) The Society's external accountant is to be determined by the Board
of Directors on an annual basis.
d) In order to carry out the purposes of the Society, the Directors may,
on behalf of and in the name of the Society, raise or secure the payment
or repayment of money in such a manner as they decide and in particular,
but without limited the generality of the foregoing, by the issue of debentures.
e) No debenture shall be issued without the sanction of a special resolution.
f) All fees that the Society charges and all products that the league sells
should be priced on a cost recovery basis.
g) Any moneys held in the Society's bank account, in excess of 3 month's
reasonably anticipated expenditures, at the time of the AGM shall be placed
into a Capital Projects fund, to be utilized only to increase or enhance
the field and practice facilities available to the league. Moneys may be
allocated to a specific project only after approval by a simple majority
of the membership in attendance at either an annual general meeting or special
meeting of members.
h )The Board may, as the situation demands, seek to raise moneys directly
toward the Capital Project fund, through levies upon membership, sponsorship
or grant application.
10) Amendments
a) Amendments to the bylaws may be made at the annual general meeting or special meeting of members, and requires at least a three quarters majority vote to pass.
b) Any member may propose an amendment.
11) Auditors
a) This section applies only where the Society
is required or has resolved to have an auditor.
b) The Directors shall appoint the first auditor.
c) At each Annual General Meeting, the Society shall appoint an
auditor.
d) An auditor may be removed by an ordinary resolution.
e) No Director and no employee of the Society shall be an auditor for
the Society.
f) The auditor may attend all general meetings of the Society.
12)
Seal
a) The Board of Directors may provide a common
seal for the Society and they shall have the power from time to time
to destroy it and substitute a new seal in place of the seal
destroyed.
b) The common seal shall be affixed only when authorized by a
resolution of the Board of Directors and then only in the presence of
the persons prescribed in the resolution or if no persons are
prescribed, in the presence of the President and the Board
Secretary.
