1.1 The name of the Society is "North Edmonton Wizards Lacrosse Club".
1.2 This document constitutes the general Bylaws of the Club. These Bylaws regulate the transaction of business and affairs of the Club.
1.3 The Bylaws of the Club are subject to terms and conditions imposed by the Greater Edmonton Lacrosse Council (GELC), Alberta Lacrosse Association (ALA), the Canadian Lacrosse Association (CLA) and the Rocky Mountain Lacrosse League (RMLL). Where a conflict arises between these Bylaws and the Bylaws of the GELC, ALA, CLA or RMLL, the GELC, ALA, CLA, or RMLL Bylaws will govern.
In these Bylaws, unless the context otherwise requires:
2.1.1 "Act" means the Societies Act, R.S.A. 2000, c. S-14 as amended or any statute substituted for it;
2.1.2 "Annual General Meeting" means the annual general meeting described in Article 4. 1;
2.1.3 "Board" means the Board of all of the Officers of the Club as described in Article 5.1;
2.1.4 "Bylaws" mean the Bylaws of the Club, as amended;
2.1.5 "Club" means the Society incorporated as the "North Edmonton Wizards Lacrosse Club";
2.1.6 "Officer" means any person elected to the Board;
2.1.7 "Voting Member" means a member of the Club as described in Articles 3.1 who is entitled to vote at meetings of the Club;
2.1.8 "Member" means a Member of the Club who cannot vote at meetings of the Club and may only serve on positions appointed by resolution of the Board;
2.1.10 "Director" means an appointed Member of the Club listed in Article 5.4;
2.1.11 "Resolution" means a vote that is won by a majority of Voting Members present and entitled to vote.
2.1.13 "Special Meeting" means the special meeting described in Article 4.2.
2.1.14 "Special Resolution" means:
a) a resolution passed at an Annual General Meeting or Special Meeting of the Club. The notice of meeting must state the proposed resolution. There must be approval by a vote of 75% of the Voting Members present and entitled to vote.
b) a resolution agreed to in writing by all the Voting Members entitled to vote.
2.2.1 Words indicating the singular number also include the plural, and vice versa.
2.2.2 Headings are for convenience only and do not affect the interpretation of these Bylaws.
2.2.3 These Bylaws must be interpreted broadly and generously.
3.1 Members of the Club:
a) a maximum of two parents or legal guardians, each person being at least eighteen (18) years old, of each player registered with the Club; or
b) any Lacrosse Player registered with the Club who is at least eighteen (18) years old; or
c) a parent or legal guardian of a Wizard player who has come up through the Club; or
d) a Wizard player who has come up through the club who is at least eighteen (18) years old; or
e) membership can also be issued to a committed and interested citizen, over 18 years of age, upon resolution of the board.
3.2 Members may serve in positions appointed by resolution of the Officers, including serving as Officers or Directors of the Club.
3.3 The Board approves membership of a new Member if:
a) the Member applies to the Registrar to be officially registered with the Club; and
b) the membership fees have been paid, or an arrangement pursuant to Article 6.9 has been made between the proposed Member and the Officers.
3.4 Suspension and Expulsion of Members
3.4.1 The Board, by a vote of 75% of the Officers present at a meeting called for that purpose, may suspend a Memberâ€Ÿs membership for not more than three (3) months, or expel the Member from the membership, for one or more of the following reasons:
a) the Member has failed to abide by the Bylaws of the Club;
b) the Member has disrupted meetings or activities of the Club;
c) the Member has done or omitted to do anything that causes harm to the Club; or
d) the Member has failed to pay monies owing to the Club;
e) does not abide by Club code of conduct.
3.4.2 The notice will state the reasons why suspension or expulsion is being considered.
3.4.3 The Member will have an opportunity to appear before the Board to address the possible suspension or expulsion.
3.4.4 The Board may exclude the Member from its discussion of the matter, including the deciding vote.
3.4.5 The decision of the Board is final and binding on the parties.
3.4.6 A suspended Member continues to be a Member of the Club but has no voting privileges.
3.4.7 An expelled Memberâ€Ÿs name is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members.
3.4.8 A Member may appeal his or her suspension or expulsion to the GELC. Any Member appealing a suspension or expulsion is suspended pending the appeal.
3.4.9 The Board has the power to impose a suspension or expulsion incremental to that of the GELC but cannot reduce the effect or shorten the time of a suspension or expulsion imposed by the GELC,
3.5 Termination of Membership
3.5.1 A Member can withdraw or resign from the Club by delivering notice of withdrawal to the Club in writing, via regular mail or email.
3.5.2 The membership of a Member ends upon his death.
3.5.3 Although a Member may cease to be a Member, by death, resignation, expulsion or otherwise that Member remains liable for any debts owing to the Club at the date of ceasing to be a Member.
3.6 Reinstatement of Members
3.6.1 A Member whose membership was expelled can apply for reinstatement at the time of registration for the following season. The Officers may permit the reinstatement by a vote of 75% of the Officers present at a meeting called for that purpose.
3.7 Rights and Privileges of
3.7.1 A Member is in good standing when:
a) the Member has paid membership fees;
b) the Memberâ€Ÿs membership has not been suspended, expelled, or terminated; and
c) the Member does not owe money to the Club.
3.7.2 All Members are permitted to attend meetings of the Club, unless the Officers, by resolution, exclude a Member or group of Members from that meeting. A new resolution is required to exclude any Members from each meeting.
3.7.3 A Member entitled to vote at meetings of the Club is entitled to one vote on each matter that is decided by vote. A Voting Member may vote by proxy according to article 4.5.3.
3.7.4 A member is responsible to behave in accordance with the bylaws and objectives of the Club.
3.7.5 Upon written request submitted to the Club Secretary, members have the right to request an inspection of the Club finances and books.
MEETINGS OF THE MEMBERS
4.1 The General Meeting
4.1.1 The Club holds The General Meeting once a year prior to the fiscal year end for the Club. The Board determines the place, day, and time of the meeting.
a) adopting the minutes of the last General Meeting:
b) business arising from minutes of the last General Meeting;
c) Presidentâ€Ÿs report;
d) Treasurerâ€Ÿs report; including the approval of the Clubâ€Ÿs finances;
e) Committee Reports;
f) Notices of Motion:
j) Electing the Officers;
k) Adopting any required changes to the Bylaws;
4.1.4 Quorum Attendance by 10 Voting Members at the General Meeting is a quorum.
4.1.5 Failure to Reach Quorum
The President cancels the Meeting if a quorum is not present within one half-hour after the set time for the Meeting. If cancelled, the Meeting
must be rescheduled to take place within twenty one (21) days. If, at the second scheduling of the Meeting, a quorum is not present within one half-hour of the set time for the Meeting, the meeting will proceed with the Voting Members in attendance.
4.2 Special Meetings
4.2.1 A Special Meeting may be called at any time:
a) by a resolution of the Board to that effect, or
b) on the written request of at least ten of the Members entitled to vote. The request must state the reason for the Special Meeting and the motions intended to be submitted at the Special Meeting.
4.2.2 At least 14 days prior to the special meeting a notice will be posted on the Clubâ€Ÿs homepage. The notice will state the place, date, time and topic of the Special Meeting.
4.2.3 Only the matters set out in the notice for the Special Meeting are considered at the Special Meeting.
4.2.4 Quorum at a special meeting will be attendance by 10 voting members.
4.3 Proceedings at the General Meeting or Special Meetings
4.3.1 The President chairs every Meeting of the Club. In the absence of the President, the Vice President of the Club will chair the Meeting.
4.3.2 If neither the President nor the Vice-President is present within one half hour after the set time for the Meeting, the Voting Members present at the Meeting must choose one of the Voting Members to chair the Meeting.
4.3.3 All meetings shall be conducted under the rules of respect and appropriate conduct, as outlined in the Clubâ€Ÿs Code of Conduct. The President or person acting in the chair capacity is responsible to give warnings for inappropriate conduct at meetings and has the right to ask anyone not following the code of conduct to leave. If the person does not leave the meeting is immediately adjourned.
The Member who chairs the Meeting may adjourn the Meeting with the consent of the Members at the Meeting, or if the President, according to the powers outlined in article 5.3.1.
4.4 Officers Meetings
4.4.1 The President or any four Officers may call meetings of the Officers and determine at which place at which time, and on which day the meeting will be held, by issuing a notice of meeting to the Officers.
4.4.2 The notice of meeting must state the nature of the business to be conducted at the Officersâ€Ÿ meeting.
4.4.3 Officers may waive their right to notice of a meeting.
4.4.4 Officers may not vote on any question in which they have a financial interest, or where a question directly affects the placement or discipline of a player or Member to whom they are directly related.
4.4.5 Two-thirds (2/3) or 5 of 11 of the Officers in good standing, eligible to vote, and present in person or by proxy shall form a quorum for any meeting of the Officers.
4.5.1 Every Member entitled to vote pursuant to Article 3.7.3 has one (1) vote for each issue and resolution. A vote shall be by show of hands.
4.5.2 In the case of a tie vote, the President casts the deciding vote.
4.5.3 A Member may vote by proxy,
4.5.4 Every issue and resolution that does not require a Special Resolution is decided by a majority of the votes of Members entitled to vote, unless otherwise noted in these Bylaws.
4.5.5 The President declares a resolution carried or lost.
4.5.6 The President decides any dispute on any vote as outlined in article 5.3.1. This decision is final.
5.1 The Board
5.1.1 The Board governs and manages the affairs ofâ€Ÿ the Club.
5.1.2 All Officers must be Members in good standing of the Club.
5.1.3 Powers and Duties of the Board
The Board has the powers of the Club, except as stated in the Act.
The powers and duties of the Board include:
a) Promoting the mission of the Club;
b) Promoting membership in the Club;
c) Paying all expenses for operating and managing the Club;
d) Paying persons for services and protecting persons from debts of the Club;
e) Financing the operations of the Club,
f) Making policies for managing and operating the Club;
g) Approving all contracts for the Club;
h) Maintaining all accounts and financial records of the Club;
i) Creating Committees or sub-Committees, and naming any Member to a Committee or sub-Committee;
j) Selling, disposing of, any or all of the property of the Club.
5.1.4 Composition of the Board
The Board consists of the following eleven (11) Officers elected at the Annual
f) Publicity Director
g) Fundraising Director
h) Merchandising Director
i) Director of Coaching Development;
j) Director of Facilities and Scheduling;
k) Equipment Director
l) Past President (non voting)
5.2 Elections to the Board
5.2.1 Nominations to the Board
a) Any member in good standing according to article 3.7.1 who is present at the AGM can submit their name for any position;
b) Any current Officer, whether present or absent can allow their name to stand;
c) Any member in good standing according to article 3.7.1 who is absent from the General Meeting can submit their name for a position through written permission to the election member.
5.2.2 Any elected position for which more than one Member is running will be decided by majority vote of the Members at the General Meeting.
5.2.3 Any position which has only one Member running will be appointed by acclamation.
5.2.4 The Members are entitled to vote and elect:
The President, Vice-President, Secretary, Treasurer, Director of Coaching Development, Director of Facilities and Scheduling, Registrar, Equipment Director, Publicity Director, Fundraising Director, and the Merchandising Director at the Annual General Meeting.
5.2.5 Each Officer serves for a term of one year in an unpaid volunteer capacity
5.2.6 The Officers hold office until re-elected or until a successor is elected.
5.2.7 If a vacancy occurs in the Board, including by reason of expulsion the Officers will fill the vacancy by appointment.
5.2.8 An Officer or Director may be removed from office by a majority vote of Officers at a meeting of the officers. The President will be responsible to inform the officer of their expulsion from office.
5.2.9 An Officer or Director may resign from office by giving notice in writing to The Secretary of the Club. The resignation becomes effective in accordance with its terms or upon acceptance by the Board, whichever is the earlier date.
5.3 Officers Duties and Powers
5.3.2 Vice President:
5.3.6 Merchandising Director
5.3.7 Publicity Coordinator
5.3.8 Fundraising Director
5.3.9 Equipment Director
5.3.10 Director of Coaching Development
5.3.11 Director of Facilities and Scheduling
5.4 Directors / Age Category Representatives
5.4.1 Directors of the Club are appointed by resolution of the Officers.
a) Mini Tyke / Tyke Director
b) Novice Director
c) PeeWee Director
d) Bantam Director
e) Midget Director
f) Junior Director
5.4.2 Directors will be appointed prior to the start of the season.
5.4.3 Each Director serves for a term of one year in an unpaid volunteer capacity
5.4.4 Directors may attend meetings of Officers but are not entitled to vote.
5.4.5 The Officers may replace a Director with another Member by a majority vote of the Officers at a meeting of the Officers.
FINANCE AND RECORDS
6.1 Finance and Auditing
6.1.1 The fiscal year of the Club ends on December 31 of each year.
6.1.2 There must be an audit of the books, accounts, and records of the Club at least once each year. Two members of the Club as appointed at the previous AGM will review the books and provide a report for the AGM.
6.1.3 The Club is not permitted to borrow money for any purposes. The Club must run on proceeds from gaming and other fundraising activities and club registration fees.
6.2 Cheques and Contracts of the Club
6.2.1 Two signatures are required on all cheques as outlined in the Clubs policies and procedures.
6.2.2 All contracts of the Club must be signed by an Officer or other persons authorized to do so by the resolution of the Board.
6.3 Fundraising Activities
6.3.1 All fundraising activities must be performed in compliance with federal and provincial laws.
6.3.2 The Officers, by resolution, will decide:
a) the types of fundraising activities the Club will use each year;
b) how many volunteers are required for each activity and the point value for the volunteer assignment
c) the value of the deposit cheque to be collected until the memberâ€Ÿ volunteer commitment has been fulfilled.
6.3.3 Any records of revenues and expenses arising from any fundraising activities must be recorded, and stored with the Treasurer of the Club.
BY-LAWS AND FUNDAMENTAL CHANGES
7.1 These Bylaws may
be cancelled, altered, or added to by a Special Resolution at any General Meeting or Special Meeting of the Club.
7.2 A notice of the General Meeting or Special Meeting of the Club must include details of any proposed resolution to change the Bylaws.
7.3 The amended Bylaws take effect after approval of the Special Resolution at the General Meeting or Special Meeting and acceptance of the Bylaws by the Corporate Registry of Alberta.
8.1 Protection and indemnity of Officers and Directors
8.1.1 Each Officer or Director holds office with protection from the Club. The Club indemnifies each Officer or Director against all costs or charges that result from any act done in his role for the Club. The Club does not protect any Officer or Director from acts of dishonesty, fraud, or bad faith.
8.1.2 No Director or Officer is liable for the acts of any other Director, Officer, or member. No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency or wrongful act of any person, firm or corporation dealing with the Club. No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in his role for the Club, unless the act is fraudulent, dishonest, or in bad faith.
8.1.3 Directors or Officers can rely on the accuracy of any statement or report prepared by the Clubâ€Ÿ auditor. No Officers or Directors are not held liable for any loss or damage as a result of acting on that statement or report.
DISSOLUTION OF THE CLUB
9.1 The Club does not pay any dividends or distribute property among its Members.
9.2 If the Club is dissolved, any funds remaining after paying all debts are paid to a registered and incorporated charitable organization. Members select this organization by Special Resolution. In no event do Members receive any assets of the Club.