Bylaws
RED DEER MINOR BASEBALL ASSOCIATION BYLAWS
DEFINITIONS
1. Member is defined as any person residing in Alberta, being of the full age of 18 years, has passed a favorable vote into the society by current members and has full voting privileges at any society meeting. Members have one (1) vote even though they may have paid multiple player registration fees.
2. Society is defined as the current membership.
3. Board of Directors Meeting shall occur at least once every 3 months.
4. Annual General Meeting occurs once per calendar year.
5. Special Meeting can be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing.
MEMBERSHIP
1. Any person residing in Alberta, and being of the full age of 18 years, may become a member by a favorable vote passed by a majority of the members at a regular meeting of the society and upon payment of the fee. Membership fee, if any, in the society shall be determined from time to time by the members at a regular meeting. Such voting shall be by ballot, unless the meeting by resolution otherwise decides.
2. Any member wishing to withdraw from membership may do so upon notice in writing to the Board through its Secretary. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the society until reinstated. Any member upon a majority vote of all members of the society in good standing may be expelled from membership for any cause which the society may deem reasonable.
PRESIDENT
3. The President shall be ex-officio a member of all Committees. He/she shall, when present, preside at all meetings of the society and of the Board. In his/her absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside thereat.
BOARD OF DIRECTORS
4. Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society. Any Director or Officer, upon majority vote of all members in good standing, may be removed from office for any cause which the society may deem reasonable.
5. The Board shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the society. Meetings of the Board shall be held as often as may be required but at least once every three months and shall be called by the President. Pending appeal to the board, any board member absent for four or more meetings per year is subject to removal from the board of directors. A special meeting may be called on the instructions of any two members provided they request the President in writing to call such a meeting and state the business to be brought before the meeting. Meetings of the Board shall be called by 10 days notice by email or telephone to each Board member. Any two thirds members shall constitute a quorum and meetings shall be held without notice if a quorum of the Board is present provided, however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.
6. The Board is empowered to act within the policy, guidelines and bylaws of the Association. Any changes to the policy, guidelines and bylaws would need to be voted on by the members of the
Association provided thirty (30) days notice to the voting membership.
SECRETARY
7. It shall be the duty of the secretary to attend all meetings of the society and of the Board and to keep accurate minutes of the same. He/she shall have charge of the Seal of the society which, whenever used, shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of either to act, by the Vice-President. In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the society and be under the direction of the President and the Board.
8. The Secretary shall keep a record of all the members of the society and their addresses. He/she must also send all notices of the various meetings as required and collect and receive the annual dues or assessments levied by the society. Such monies shall be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required.
TREASURER
9. The Treasurer shall receive all monies paid to the society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. He/she shall properly account for the funds of the society and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual General Meeting a statement duly audited of the financial position of the society and submit a copy of same to the Secretary for the records of the society. The Office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide.
AUDITING
10. The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the society elected for that purpose at the Annual General Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual General Meeting of the society. December 31 in each year shall be the end of the fiscal year of the society.
11. The books and records of the society may be inspected by any member of the society at the Annual General Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.
MEETINGS
12. This society shall hold an Annual General Meeting of which meeting due notice shall be given to all members. Notice will be given by email, to the last known email address of each member 30 days prior to the date of the Annual General Meeting. At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer, (or Secretary-Treasurer), and up to 13 directors. The officers and directors so elected shall form a Board and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting provided it is so stated in the notice calling such meeting. Any member in good standing shall be eligible to any office in the society.
13. Board of Directors meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by email notice to each member eight days prior to the date of such meeting. A Special Meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting, which shall be by email ten (10) days prior to the meeting.
14. Two thirds of the members in good standing shall constitute a quorum at any meeting.
VOTING
15. Any member who has not withdrawn from membership nor has been neither suspended nor expelled shall have the right to vote at any meeting of the society. Such votes must be made in person and not by proxy or otherwise. Should the Registrar be receiving payment, he/she is exempt from board privileges and voting.
REMUNERATION
16. With exception to the Registrar position; and unless authorized at any meeting and after notice for same shall have been given, no officer or director of the association shall receive any remuneration for his/her services.
BORROWING POWERS
17. For the purpose of carrying out its objects, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the society, and in no case shall debentures be issued without the sanction of a special resolution of the society.
BYLAWS
18. The Bylaws may be rescinded, altered or added to by a "Special Resolution" passed by a majority of not less than three-fourths of such members entitled to vote as are present in person at an Annual General Meeting of which thirty (30) days notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given.
DISSOLUTION
19. If Red Deer Minor Baseball Association dissolves at any point, and after any and all debts and liabilities are paid, any and all assets and monies shall be donated to an eligible, accredited, charitable or religious organization.
DATED: March 25, 1980
Revised: December 9th, 2013 @ AGM
Revised: December 8th, 2014 @ AGM
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