4.1.4 Voting by proxy is not permitted.
4.1.5 The Executive members have a vote at both the Annual
General Meeting and any Special General Meeting.
4.1.6 If a motion is tied, then the motion is defeated.
4.2 Failure to Give Notice of Meeting
4.2.1 Action taken at a General Meeting will be valid if:
(a) accidental omission to give notice to a Member Club;
(b) any Member Club not receiving any notice; or
(c) any error in any notice that does not affect the
4.3 Written Resolution of All the Voting Members
4.3.1 No written resolutions are valid at this time.
Article 5 Governance - Executive
5.1.1 Executive Composition
The Board of Directors of the Association shall be:
(b) Vice President(s)
(e) Past President (Optional)
5.2 Powers of the Executive
5.2.1 The Executive shall have full power to conduct all
business on behalf of the Association.
5.2.2 The Executive may make policies, procedures and rules for
managing the affairs of the Association.
5.2.3 The Executive may make policies, procedures and rules
relating to the discipline of members, and shall have the authority to
discipline members accordingly.
5.2.4 The Executive may make policies, procedures and rules
relating to the management of disputes within the Association and shall have the
authority to deal with all disputes accordingly.
5.2.5 The Executive may establish committees, appoint members
of committees and delegate any of its powers, duties and functions to any
5.2.6 The Executive may appoint or employ such persons as it
deems necessary to carry out work of the Association; and
5.2.7 The Executive shall have the authority to interpret any
word, term or phrase in this bylaw which is ambiguous, contradictory or
5.2.8 An Executive member may be called on to assume more than
one role of the Executive, if necessary.
5.3 Election of Executive Members
5.3.1 All Executives of the Association shall be elected for a
one year term.
5.3.2 It is preferable that only 2 of the executive positions
are changed in any one year.
5.3.4 Any adult person, member or non-member, may be nominated
by a member or Executive and nominations may be made from the floor.
5.3.5 The office of Past President shall be filled only by the
former President upon the election of a new President.
5.3.6 The removal from office of any member of the Executive
shall require a majority of those present at a Special General meeting called
for that purpose.
5.3.7 Any candidate running for election for a position on the
Executive shall be given a maximum 5 minutes to speak to the voting members
prior to the vote being taken. The candidate may decline to use this opportunity
if he/she wishes.
5.3.8 In the event of a vacancy occurring, the Executive may
appoint an individual to fill the unexpired term or until the next general
5.3.9 Any person with interest in an executive position must inform the board at least 7 days prior to the Annual General Meeting.
5.4 Meetings of the Executive
5.4.1 The Executive shall meet at least quarterly.
5.4.2 A quorum shall consist of 50% plus one of the
Each member of the Executive shall be entitled to one vote.
5.4.4 Any non-active member of the executive may be removed
upon failure to attend 4 consecutive executive meetings. Removal is by a quorum
of the executive.
5.5 Duties of the Executive
Shall preside at all meetings of the Association and Executive.
The President may be appointed as a member of a committee and will be a
Ex-Officio member of all other committees. He/She shall call meetings of the
Executive, is responsible for the overall direction of the Executive, and the
main spokesperson for the Association.
Shall attend all general, special, and board meetings and in
the absence of the President, shall act as Chair and assume the duties and
powers of the President.
Shall attend all general, special, and board meetings, shall
prepare and preserve the minutes and records of all meetings, keeps the registry
of members of the Association, prepares and sends notices of meetings attend all
general, keeps and preserves correspondence, contracts and other important
records, and files annual returns, changes in the directors, amendments to
bylaws and other incorporating documents with the Corporate Registry.
Shall attend all general, special, and board meetings, shall
keep the financial statements, supervise spending monies, including signing
cheques, works with the auditors on the audit of the financial statements,
presents the financial reports to the Executive and the AGM. Shall preside at
all meetings in the absence of the President and Vice President.
5.5.5 Past President
May attend all general, special, and board meetings and may
carry out other duties/projects as requested by the Executive.
5.5.6 Directors/Committee Chairs
May attend Executive meetings by invitation, and shall
represent the Association at all meetings in the divisions to which they are
Article 6 - Finance and Management
6.1 Fiscal Year
6.1.1 The fiscal year of the Association shall be the one year
period ending August 31st.
6.2 Audit - Third Party Review
6.2.1 A third party independent review or an audit of the
financial records of the Association shall be done annually by Sport PEI.
6.3 Borrowing Powers
6.3.1 The Executive on approval at the Annual General Meeting
or a Special General Meeting shall have the authority to:
(a) To apply for, secure acquire by grant, legislative
enactment, carry out and enjoy any charter, license, power, authority,
franchise, concession, right or privilege, which any Government or authority of
any company or other public body may be empowered to grant, and to pay for, aid
in and contribute toward carrying same into effect.
(b) To borrow money on credit of the corporation and to limit
and increase the amount borrowed, to issue bonds, debentures or other securities
of the corporation and pledge or sell the same for such sums at such prices as
may be deemed expedient; to mortgage or pledge the common properties and
facilities, including both the realty and the personally, or both, to secure any
bonds or debentures, any other securities, and any money borrowed for the
purposes of the corporation.
CLARIFICATION OF ARTICLE 6 PARAGRAPH 3b
6.4 Signing Authority and Execution of Contracts
6.4.1 All cheques must be signed by any two of the
following officers: President, Vice-President, Secretary, Treasurer or any other
position designated by the Executive.
6.4.2 The Executive on behalf of the
Association shall have the authority to enter into any arrangements with any
Governmental authority, municipality, local or otherwise that may seem conducive
to the corporation’s objects, or any of
them, and to obtain from any such Governmental authority, any rights,
privileges, concessions which the corporation may think it desirable to obtain,
and to carry out, exercise and comply with any such arrangements.
Article 7 Indemnity
7.1.1 The members of the Executive shall not be personally
liable for any mistake of judgment, negligence or any acts of omissions made in
good faith, except for their own willful malfeasance, misfeasance, misconduct or
7.1.2 The Association shall indemnify and hold harmless each of
the members of the Executive from all expenses or liability arising out of their
position as a member of the Executive.
7.1.3. The Association may obtain the type of insurance
commonly known as “Directors and Officers Liability Coverage” in order to fund
this indemnity obligation and also to encourage service on the Executive.
Article 8 Dissolution
8.1.1 It is specifically provided that in the event of
dissolution or the winding up of The Association all its remaining assets after
payment of its liabilities shall be distributed to one or more recognized non
profit organizations in Canada.
Article 9 Amendment of Bylaws
9.1.1 No addition, amendment, or alteration shall be made in
any part of the bylaws of the Association except at the annual general meeting
or at a special general meeting of the Association called for that purpose.
9.1.2 No addition, amendment, or alteration to the bylaws shall
be in order unless notice thereof has been duly given to the Secretary of the
Association and the membership at least ten (10) days before the date fixed for
the Annual General Meeting or for a specific general meeting called for that
9.1.3 Members in good standing may propose changes to the
9.1.4 Additions, amendments or alterations to the bylaws may be
adopted by a majority vote of the members in good standing present at such
9.1.5 Approved changes to the constitution shall be put into
effect within thirty (30) days of the Annual general meeting or the special
general meeting called for that purpose.
9.1.6 The Association must annually complete Provincial Form 25
(Annual Return for Part II Non-Profit Companies - showing the names and
addresses of the Executive). A copy of the revised Bylaws should be attached at