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Bylaws

NIPAWIN JUNIOR A HAWKS HOCKEY CLUB INC.
BYLAWS
(Draft April 19, 2010)

1. Title
The name of the corporation is Nipawin Junior A Hawks Hockey Club Inc., hereinafter referred to as the "Club".
2. Purpose
The purpose of the club shall be to encourage the development of players as sportsmen and citizens; to provide the finest possible hockey entertainment to Nipawin and area; and to operate an organization which will bring credit to the Town of Nipawin.
3. Activities and Affairs
The activities and affairs of the club shall be:
(a) The organization and operation of a Junior A hockey team in the Town of Nipawin, Saskatchewan;
(b) To support, manage and operate such hockey teams, as the directors may from time to time deem advisable;
(c) To organize and operate such fund raising or other projects as may be deemed advisable in the operation of the club.
4. Membership
(a) Any person over the age of seventeen years may become a member of the club by application for membership, payment of a $1 annual membership fee at the annual AGM, and approval of the application by the directors;
(b) The directors may suspend or expel any member whose conduct they deem to be such as to bring discredit to the club;
(c) At any annual general meeting, the members may, upon recommendation by the directors, elect as an honorary life member of the club a person who has made a substantial contribution in promoting the activities of the club;
(d) Each member shall abide by the bylaws of the club;
(e) Any member may withdraw from the club at any time by notice to the directors. Upon withdrawal, such membership shall not be entitled to a refund of any portion of the fee paid;
(f) Membership fees shall be paid on an annual basis and shall be payable by November 30 for the following calendar year;
(g) Members shall be entitled to the following rights:
(i) The right to attend and participate in all decisions at all general meetings of the club, including the power to vote on all issues;
(ii) The right to be elected or appointed as a director of the club and, if so elected or appointed, the right to be nominated to hold office;
(iii) Such members’ rights are stipulated in 'The Non-Profit Corporations Act'.
5. Board of Directors
(a) A maximum of twelve and minimum of nine directors shall be elected from the membership of the club and, subject to (a)(i) of this section, shall constitute the voting board of directors of the club and shall attend to the achievement of the over-all activities of the club subject to the management committee conducting the affairs of the club and its general management as hereinafter provided;
(i) A secretary and treasurer shall be elected by the board of directors as provided in Section 6(c). So long as unpaid volunteers hold these positions, the secretary and treasurer shall have full voting rights on the board of directors. Voting rights shall cease should these offices become "paid" positions.
(b) the directors shall be elected for a two year term at a general meeting of the members to be held prior to June 30 in each year, with five directors and four directors being elected each year on a rotating basis; check reference 9.A;
(c) The term of elected directors shall commence June 1, the first day of the new fiscal year;
(d) The directors shall meet at least once in each month at the discretion of the president, provided that the president shall call a meeting of the directors whenever requested in writing by three or more directors;
(e) At a meeting of the board of directors to be held prior to the March meeting in each year, the president shall appoint a nominating committee consisting of one director who will not be eligible for re-election and two members not sitting on the slate of nominations for the election of directors and such committee shall be instructed to prepare the slate, not to include any member of the committee. The committee shall ensure that sufficient candidates for a full slate of officers are available; the list of nominees shall be completed no less than 48 hours prior to the election meeting. When the proposed slate of officers is presented to the membership, the chairperson shall call three times for nominations from the floor before proceeding with the election;
(f) Nominations for the position of director may be made only by members at the general meeting held for the purpose of electing directors;
(g) The board of directors shall serve without remuneration, but shall be entitled to reimbursement of expenses incurred in the course of their duties;
(h) Directors having served their two-year term shall be eligible to re-election. Directors retiring from office shall be deemed to hold office until the conclusion of the meeting at which they retire;
(i) Notice of meetings of the board of directors shall be given to the members of the board at least one week prior to the date of each meeting, provided however, that the members of the board may meet on a regular dates without notice where made by unanimous consent by those present;
(j) The majority of the board of directors shall constitute a quorum for any meeting of the board;
(k) A director ceases to hold office:
(i) Upon resigning, by notice in writing to the board of directors;
(ii) Upon ceasing to be a member of the club;
(iii) If deemed by the board of directors to be guilty of any act of bad faith, or any unfair or dishonourable conduct in club dealings;
(iv) Upon failing to attend three (3) consecutive board meetings without having obtained a leave of absence from the board of directors;
(l) Any vacancy on the board of directs may be filled by appointment for the balance of the vacancy by the board of directors;
(m) The Board of directors may borrow money upon the credit of the club in such amounts and upon such terms as may be deemed just, and may hypothecate, mortgage, charge, or pledge, and or all of the real or personal property, including book debts and unpaid calls, rights, powers, undertakings or franchise of the club, to secure the liability of the club, but debentures shall not be issued without the sanction of a special resolution of the club;
(n) The election of directors shall be by secret ballot and shall require a majority vote. In case there are more than two (2) candidates running for office, a majority over-all vote will be required to elect any one. In case a majority over-all is not obtained on the first ballot, the candidate having the lowest number of votes shall be dropped from the list of nominees and the ballot shall be repeated until one (1) candidate has a majority of votes over-all or until the requisite number of candidates have a majority of votes that can be used for any one (1) director;
(o) The board of directors may engage the services of a general manager to oversee the hockey operations of the club, and shall specify his duties;
(p) The board of directors shall determine the job description of the general manager, coach and other personnel as required, and such job descriptions shall be available to the members.
6. Officers
(a) The officers of the club shall be:
(i) A president
(ii) A vice-president
(iii) A treasurer
(iv) A secretary
(b) The offices of president and vice-president shall be elected by the board of directors amongst their number within fourteen (14) days following the general meeting at which the directors are elected;
(c) The offices of treasurer and secretary shall be elected by the board of directors from a list of nominees from the general membership to be presented by nominating committee consisting of the president-elect and the vice-president-elect. These positions shall be filled prior to June 30 of each year.
(d) The duties of the officers shall be:
(i) The president shall be the chief executive officer of the club; shall preside at all meetings of the club, and all meetings of the board of directors and management committee and shall perform such other duties as usually pertain to that office, including signing all documents which require the signature of the president of the club. The president shall ensure that the club adheres to the requirements and conditions of this constitution.
(ii) The vice-president shall in the absence of incapacity of the president, perform the duties of the president and from time to time such other duties as may be assigned by the president.
(iii) The treasurer shall ensure that qualified persons are obtained to perform the accounting functions for the club; shall ensure that excess funds are invested to the best advantage of the club and make financial reports to the board of directors on a monthly basis, shall perform such other duties as may be assigned by the president.
(iv) The secretary shall keep accurate minutes of the meetings of the board of directors and perform such other duties as may be assigned by the president.
(e) The term to which an officer is elected shall be one year, running from June 1 to May 31 each year, except that the president, vice-president, and/or treasurer will be permitted to act as such in conducting the annual meeting immediately following their one year term. Incumbent officers shall be eligible for re-election providing they are members in good standing and in the case of president and vice-president, elected directors.
7. Management Committee
(a) There shall be a management committee consisting of the president, the vice-president, treasurer, another board member at large and the general manager/coach and/or coach, as the case may be.
(b) The management committee shall conduct the affairs of the club and direct its policies, activities and general management subject only to the authority and director for the board of directors as herein provided for;
(c) A quorum for a management committee meeting shall be any three of the four members referred to in paragraph 6(a);
(d) No business may be transacted by the management committee except at a meeting of its members at which a quorum of the management committee is present and the management committee shall keep minutes in which shall be recorded all actions taken by it;
(e) The management committee shall pass all expenditures of the club as well as all contracts and agreements which may in any way affect or entail financial obligations of the club except that where an expenditure or contract will result in expenditures in excess of the amount approved by the board of directors with respect to such expenditure or contract in the annual budget for the club, then the president will first have the expenditure or contract approved by the board of directors;
(f) The president shall report upon the actions of the management committee to the board of directors at all regular meetings of the board of directors and shall file with the secretary forthwith minutes of the meetings of the management committee.
8. Other Committees
(a) There shall be such other committees and chairpersons there of as the management committee may from time to time designate for approval by the board of directors. Any such committee appointed shall perform such duties and exercise such powers as is designated to them;
(b) The management committee shall have the right to recall the appointment of any such committee, or any individual appointed to such committee;
(c) Committee chairpersons shall convene meetings of their committees from time to time when necessary. No committee shall make financial commitments on behalf of the club without first receiving authority from the management committee;
(d) There will be an audit committee in compliance with the requirement of 'The Non-Profit Corporations Act'.
(e) The president of the club shall be ex-officio a member of all committees.
9. League Governor and alternate League Governor to the SJHL shall be appointed by the board of directors for a one year term.
10. Meetings
(a) The general annual meeting of the club shall be held no later than 6 months after the year end, at such time and place as shall be decided by the board of directors;
(b) The board of directors may convene at such other general meetings of the club for the transaction of such business that may arise from time to time.
(c) The board of directors shall convene a special meeting of the membership when requested to do so in writing by at least five (5) per cent of the membership;
(d) Notice of all special meetings shall be in writing and a notice of at least seven (7) days shall be given to the members and such meetings shall be held within fourteen (14) days of such notice;
(e) 25 per cent of the membership shall constitute a quorum of any annual or general meeting of the club;
(f) Voting upon resolutions shall be by vote at the meeting and each member present shall be entitled to one vote. The chairperson of the meeting shall break any tie vote. A simple majority of votes in favour of any motion shall carry the motion.
11. General
(a) Profits, if any, arising from donations or other income of the club shall be applied exclusively in promoting the objectives of the club, and no payment of any dividend, profit or gain of any kind shall be made to any of the members, officers, or anyone associated with the club.
(b) Banking arrangements shall be made by the management committee and all club monies shall be banked and all disbursements shall be made by cheques, signed by any two of the president, the vice-president and the treasurer, except that where the directors have so approved, an imprest bank account may be established upon which the general manager, or such other person, as the board of directors may appoint, has signing authority. Expenditures from an imprest bank account shall be restricted to travel costs and game officials with the maximum amount of expenditures to be set from time to time by the board of directors.
(c) Auditors shall be appointed at the annual general meeting of the club each year.
(d) The fiscal year end of the club shall be May 31.
(e) The bylaws of the club may not be altered or added to except by special resolution of the members passed at an annual general meeting of the members or at a special general meeting called for the purpose of considering such resolution, and in no other way (subject to the provisions of  'The Non-Profit Corporations Act'.)