North Constitution

Societies Act

CONSTITUTION

NORTH OKANAGAN

SECONDARY SCHOOLS ATHLETIC ASSOCIATION

1. The name of the Society is “NORTH OKANAGAN SECONDARY SCHOOLS ATHLETIC ASSOCIATION”.

2. The Purposes of the Society are:

a) to provide students with the opportunity to realize the physical, social and emotional values that can be derived from interschool competition;

b) to promote competition and sportsmanship among members schools;

c) to co-operate with other athletic administrative bodies within the confines of the Okanagan area;

d) to be a member of and follow the guidelines of the B.C. Federation of School Athletic Association (B.C.F.S.A.A.) and its Sports Governing Commissions;

e) to honour the code of desirable practices as set down by the B.C.F.S.A.A.

f) to co-operate with the Recreation Branch of the Department of Education in the promotion of inter-school athletics;

g) to organize Okanagan area Championships and to determine the zone representative for Provincial competition

h) to operate without purpose of gain or profit to its members and any profits or other accretions to the Society shall be used in promoting its objects and this provision shall be unalterable.

3. The operations of the Society are to be carried on chiefly within the area generally described as the Okanagan are in the Province of British Columbia. This provision is unalterable.

4. On the winding up or dissolution of the Society, the assets of the Society shall not be distributed among the members, or any of them, unless such recipient member or members are charitable institutions in existence solely for charitable purposes. After all debts have been paid, or provisions for their payment has been made, the assets remaining shall be paid, transferred and delivered to one or more charitable institutions in existence solely for charitable purposes, which shall be chosen by resolution of the members of the Society, or failing such resolution, by resolution of the Directors of the Society. This provision is unalterable.

SOCIETIES ACT

BY-LAWS OF

NORTH OKANAGAN SECONDARY SCHOOLS ATHLETIC ASSOCIATION

Part 1- Interpretations

1.1 In these By-Laws unless the context otherwise requires;

a) “Association” means the North Okanagan Secondary Schools Athletic Association, the Society herein;

b) “Directors” means the Directors of the Society for the time being;

c) “Societies Act” means the Societies Act of the Province of British Columbia from time to time in force and all amendments to it;

d) “Registered Address” of the members means his address as recoded in the register of members.

1.2 The definitions in the Societies Act on the date these By-Laws become effective apply to these By-Laws.

1.3 Words importing the singular include the plural and vice versa; and words importing the neuter include the masculine and the feminine gender and vice versa.

Part 2- Membership

2.1 There shall be two (2) categories of membership in the Association:

a) “School Membership”, which shall be available to each Secondary School in School Districts No. 19 (Revelstoke), No. 21 (Armstrong- Spallumcheen), No. 22 (Vernon), No. 89 (Salmon Arm), and any such school which has applied to the Directors for membership in the Association and has been accepted by the Directors in accordance with these By-Laws and which has not ceased to be a Member; and

b) “Individual Membership”, which shall include any teacher, administrator or coach in a Member School in good standing who has applied to the Directors for membership in the Association and has been accepted by the Directors in accordance with these By-Laws.

2.2 Every Member shall uphold the Constitution and comply with these By-Laws and the Rules and Regulations of the Society passed pursuant thereto.

2.3 There may be an annual fee for Member Schools which shall be a sum fixed from time to time by resolution of the Directors, payable in October of the school year.

2.4 All members shall be deemed to be in good standing except in the case of a Member School which has failed to pay its current annual membership fee or any other subscription or debt due and owing by that member to the Association, and that Member School together with the individual members there-from shall not be in good standing so long as the debt remains unpaid.

2.5 A member shall automatically cease to be a Member of the Association:

a) upon notification to the Directors in writing to the effect that it desires to withdraw from membership in the Society;

b) upon being expelled;

c) in the case of a Member School, upon its failure, and in the case of an individual Member, upon the failure of its Member School, to pay any membership fees, subscription or indebtedness, due to the Association and upon the Directors causing the name of such Member to be removed from the register of members.

2.6 The Directors shall have the power by a vote of three-fourths of those present, which must include the Administrative Representative, to suspend for a definite period any Member whose conduct shall have been determined by the Directors to be improper, unbecoming, or likely to endanger the interest or the reputation of the Association, or who wilfully commits a breach of the Constitution, By-Laws or Rules and Regulations of the Society, but no Member shall be expelled or suspended without being notified of the charge or complaint against it or without first having been given an opportunity to be heard by the Directors at a meeting of the said Directors called for that purpose.

2.7 (a) A member may be expelled by Special Resolution of the members passed at a General Meeting.

(b) The Notice of Special Resolution for expulsion shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion.

(c) The member who is the subject of the proposed Resolution for expulsion shall be given and opportunity to be heard at the General Meeting before the Special Resolution is put to a vote.

Part 3- Meetings of Members

3.1 General Meetings of the Society shall be held at such time and place, in accordance with the Societies Act, as the Directors decide.

3.2. Every General Meeting, other than an Annual General Meeting, is an Extraordinary General Meeting.

3.3 The Directors may, whenever they think fit, convene an Extraordinary General Meeting.

3.4 (a) Notice of a General Meeting shall be given at least fourteen (14) days in advance of that meeting and shall specify the place, the day and the hour of meeting, and in case of special business, the general nature of that business;

(b) 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 meetings.

3.5 The first Annual General Meeting of the Society shall be held not more than fifteen months after the date of incorporation and thereafter an Annual General Meeting shall be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last preceding General Meeting.

3.6 Any Special Resolution for an alteration to the Constitution or By-Laws must have been submitted to the President at least twenty-one days (21) prior to the General Meeting.

Part 4- Proceedings at General Meetings

4.1 Special business is

(a) all business at an Extraordinary General Meeting except the adoption of rules of order, and

(b) all business that is transacted at an Annual General Meeting, except,

(i) the adoption of rules of order,

(ii) the consideration of the financial statements,

(iii) the report of the Directors,

(iv) the report of the Auditor, if any,

(v) the election of Directors,

(vi) the appointment of the Auditor, if required, and

(vii) such other business as, under these By-Laws, ought to be transacted at an Annual General Meetings, or business which is brought under consideration by the report of the Directors issued with the notice convening the meeting.

4.2 (a) No business, other than the election of a Chairman and the adjournment or termination of the meeting, shall be conducted at a General Meeting at a time when a quorum is not present;

(b) If at any time during a General Meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated;

(c) A quorum is five voting members present or such greater number as the Members may determine at a General Meeting.

4.3 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 the Members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the Members present constitute a quorum.

4.4 Subject to By-Law 4.5, the President of the Society, the Vice-President or in the absence of both, one of the other Directors present shall preside as Chairman of a General Meeting.

4.5 If at a General Meeting

(a) there is no President, Vice-President or other Director present within 15 minutes after the time appointed for holding the meeting, or

(b) the President and all other Directors present are unwilling to act as Chairman,

the members present shall choose one of their number to be Chairman.

4.6 (a) A General Meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place;

(b) Where a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in the case of the original meeting;

(c) Except as provided in this By-Law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned General Meeting.

4.7 (a) No Resolution proposed at a meeting need be seconded and the Chairman of a meeting may move or propose a Resolution;

(b) In case of an equality of votes, the Chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a Member and the proposed resolution shall not pass.

4.8 Voting at General Meetings shall be as follows:

(a) Voting shall be by individual Members only, each being entitled to one vote, PROVIDED HOWEVER that no more than two (2) individual Members from any one Member School shall vote at any meeting.

(b) Each Member of the executive, other than the President, will have a vote;

(c) The President shall vote only in the case of a tie;

(d) Voting is by show of hands;

(e) Voting by proxy is not permitted;

(f) A majority vote in favour of a motion will suffice to pass that motion except in the case of a constitutional matters where a 75% majority shall be required.

4.9 A Member School may vote by its authorised representatives as indicated herein, who are entitled to speak and vote, and in all other respects exercise the rights of a member and those representatives shall be reckoned as members for all purposes with respect to a meeting of the Association.

Part 5- The Board of Governors and Directors and Officers

5.1 There shall be a board of governors, consisting of the principal of each member school and the board shall act in an advisory capacity with the chairman of the board being the principal of the member school of the president of the Association.

5.2 (a) There shall be a Board of Directors who shall interpret the Constitution and By-Laws and may exercise all such powers and do all such acts and things as the Society in General Meeting, but subject, nevertheless, to the provisions of

(i) all laws affecting the Society,

(ii) these By-Laws, and

(iii) rules, not being inconsistent with these By-Laws, which are made from time to time by the Society in General Meeting;

(b) The powers of the Directors shall include the authority to make such Rules and Regulations as they deem necessary in their absolute discretion to facilitate the functioning of the Society and the promotion of its objects, subject only to approval by a majority of the membership present at the next subsequent General Meeting, and such Rules and Regulations shall be binding on the Members and on all participants in the programs of the Association.

(c) No Rule, made by the Society in a General Meeting, invalidates a prior act of the Directors that would have been valid if that rule had not been made.

5.3 (a) The President, past President, Vice-President, Secretary-Treasurer, Administrative Representative, and one Director at Large shall be the Directors of the Society;

(c) The number of Directors shall be six or such greater number as may be determined from time to time at a General Meeting.

5.4 To be a Director of the Association, the person must be a teacher who is employed by School Districts No. 19 (Revelstoke), No. 21 (Armstrong-Spallumcheen), No. 22 (Vernon), No. 89 (Salmon Arm).

5.5 (a) The Board of Governors shall appoint the administrative representative, as provided for herein;

(b) The past President shall automatically be the person who last served as President;

(c) Directors shall be elected at the annual General Meeting of the Association in June and shall hold office until the next annual General Meeting of the Association.

5.6 (a) The Directors shall retire from office at each Annual General Meeting when their successors shall be elected;

(b) Separate elections shall be held for each office to be filled;

(c) An election may be by acclamation, otherwise it shall be by ballot;

(d) If no successor is elected the person previously elected or appointed continues to hold office.

5.7 (a) The Directors may at any time and from time to time appoint a Member as a Director to fill a vacancy in the Directors;

(b) A Director so appointed holds office only until the conclusion of the next following Annual General Meeting of the Society, but is eligible for re-election at the meeting.

5.8 (a) If a Director resigns his office or otherwise ceases to hold office, the remaining Directors shall appoint a Member to take the place of the former Director;

(b) No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.

5.9 (a) A Director shall cease to hold office in the event:

(i) he resigns, or

(ii) he becomes a lunatic or of unsound mind, or

(iii) he ceases to be a teacher in one of the member schools herein before described.

(b) The Members may by Special Resolution remove a Director before the expiration of his term in office and may elect a successor to complete the term in office.

5.10 No Director shall be remunerated for being or acting as a Director, but a Director may be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Association and PROVIDED FURTHER HOWEVER that the President shall be awarded an honorarium in an amount to be fixed by the members at the Annual General Meeting.

Part 6- Proceedings of Directors

6.1 (a) The Directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings, as they see fit;

(b) The Directors may from time to time fix the quorum necessary for the transaction of business and unless so fixed the quorum shall be a majority of the Directors then in office;

(c) The President shall be Chairman of all meetings of the Directors; but if at any meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the Vice-President shall act as Chairman, but if neither is present the Directors may choose one of their Members to be Chairman at that meeting;

(d) A Director may at any time, and the Secretary, on the request of a Director, shall convene a meeting of the Directors.

6.2 (a) The Directors may delegate any, but not all, of their powers to committees consisting of such Director or Directors as they think fit;

(b) A committee so formed in the exercise of the powers so delegated shall conform to any rules that may from time to time be imposed on it by the Directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the Directors to be held next after it has been done.

6.3 A committee shall elect a Chairman of its meetings; but if no Chairman is elected or if at any meeting the Chairman is not present within 30 minutes of the time appointed for holding the meeting, the Directors present who are Members of the committee shall choose one of their number to be Chairman of the meeting.

6.4 The Members of a committee may meet and adjourn as they think proper.

6.5 For a first meeting of Directors held immediately following the appointment or election of a Director or Directors at an Annual or other General Meeting of Members, or for a meeting of the Directors at which a Director is appointed to fill a vacancy in the Directors, it is not necessary to give notice of the meeting to the newly-elected or appointed Director or Directors for the meeting to be duly constituted, if a quorum of the Directors is present.

6.6 (a) Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority of votes;

(b) In case of an equality of votes the Chairman does not have a second or casting vote.

6.7 No Resolution proposed at a meeting of Directors need be seconded and the Chairman of a meeting may move or propose a Resolution.

6.8 A Resolution in writing, signed by all the Directors and placed with the minutes of the Directors is as valid and effective as if regularly passed at a meeting of Directors.

6.9 A Director who may be absent temporarily from British Columbia may send or deliver to the address of the Association a Waiver of Notice, which may be by letter, telegram, telex or cable of any meeting of the Directors and may, at any time, withdraw the Waiver, and until the Waiver is withdrawn:

(a) No notice of meetings of Directors shall be sent to the Director, and

(b) Any and all meetings of the Directors of the Association, notice of which has been given to that Director shall, if a quorum of the Directors is present be valid and effective.

Part 7- Duties of Officers

7.1 The immediate Past President shall assist the President and Vice-President in their duties and shall provide advice and counsel to the Directors.

7.2 The President shall be:

(a) the presiding Officer of the Association at all meetings of the Members and of the Directors;

(b) the Chief Executive Officer of the Association and shall supervise the other Officers in the execution of their duties, and

(c) a Member, ex officio, of all committees appointed by the Directors or by the Association.

7.3 The first Vice-President shall perform the duties of the President in his absence.

7.4 The Secretary-Treasurer shall:

(a) conduct the correspondence of the Society;

(b) issue notices of meetings of the Society and its Directors;

(c) keep minutes of all meetings of the Society and Directors;

(d) prepare and present reports at General Meetings;

(e) have custody of all records and documents of the Society except those required to be kept by the Treasurer;

(f) have custody of the common seal of the Society;

(g) maintain the Register of Members;

(h) keep such financial records, including books of account, as are necessary to comply with the Societies Act, and

(i) render financial statements to the Directors, Members and others when required;

(j) present financial statements to the membership at the Annual General Meeting.

7.5 The offices of Secretary and Treasurer may be held by one person who shall be known as Secretary-Treasurer.

7.6 In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at that meeting.

7.7 The administrative representative shall act as the liaison between the School Board and administrators and Athletic Association.

Part 8- Seal

8.1 The Directors may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.

8.2 The common seal shall be affixed only when authorised by a Resolution of the 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 Secretary or President and Secretary-Treasurer.

Part 9- Borrowing

9.1 The Association shall have no power to borrow.

Part 10- Notices to Members

10.1 A notice may be given to a Member, either personally or by mail to him at his registered address.

10.2 A notice sent my mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that the notice has been given it is sufficient to prove that the notice was properly addressed and put in a Canadian post office receptacle.

10.3 (a) Notice of a General Meeting shall be given to every Member shown on the Register of Members on the day notice is given;

(b) No other person is entitled to receive a notice of General Meeting.

Part 11- Constitution and By-Laws

11.1 On being admitted to membership, a Member is entitled to and the Society shall give him, without charge, a copy of the Constitution and By-Laws and Rules and Regulations of the Association currently in force.

11.2 These By-Laws shall not be altered or added to except by Special Resolution.

11.3 The Constitution may only be changed at the Annual General Meeting.

3705 Words

Typed by D. Schenkeveld