Adopted: March 12, 2019

BYLAWS OF THE BOWEN ISLAND SLO PITCH LEAGUE

1. INTERPRETATION

1. Definitions

In these Bylaws and the Constitution of the Society, unless the context otherwise requires:

1. “Act” means the Societies Act, S.B.C. 2015, c. 18, as amended from time to time, and includes any successor legislation thereto;

2. “Address of the Society” means the registered office address of the Society on record from time to time with the Registrar;

3. “Board” means the Directors acting as authorized by the Act, the Constitution and these Bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society;

4. “Board Resolution” means:

1. a resolution passed by a simple majority of the votes cast in respect of the resolution by the Directors entitled to vote on such matter:

1. in person at a duly constituted meeting of the Board,
2. by Electronic Means in accordance with these Bylaws, or
3. by combined total of the votes cast in person and by Electronic Means; or

2. a resolution that has been submitted to all Directors and consented to in writing by two-thirds (2/3) of the Directors who would have been entitled to vote on the resolution at a meeting of the Board,

and a Board Resolution approved by any of these methods is effective as though passed at a meeting of the Board;

5.  “Bylaws” means the bylaws of the Society as filed with the Societies Act BC Registrar;

6. “Chair” means the Person elected to the office of chair of the Society in accordance with these Bylaws;

7. “Constitution” means the constitution of the Society as filed with the Registrar;

8. “Directors” means those Persons who are, or who subsequently become, directors of the Society in accordance with these Bylaws and have not ceased to be directors;

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9. “Electronic Means” means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:

3. in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and

4. in relation to a vote, permits all eligible voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters;

10. “General Meeting” means a meeting of the Members, and includes an annual general meeting and any special or extraordinary general meetings of the Society;

11.  “Members” means those Persons who are, or who subsequently become, members of the Society in accordance with these Bylaws and, in either case, have not ceased to be members;

12.  “Ordinary Resolution” means:

5. a resolution passed by a simple majority of the votes cast in respect of the resolution by those Members entitled to vote:

1. in person at a duly constituted General Meeting, or

2. by Electronic Means in accordance with these Bylaws, or

3. by combined total of the votes cast in person at a General Meeting and the votes cast by Electronic Means; or

6. a resolution that has been submitted to the Members and consented to in writing by at least two-thirds (2/3) of the voting Members,

and an Ordinary Resolution approved by any one or more of these methods is effective as though passed at a General Meeting of the Society;

13.  “Person” means a natural person;
14. “President” means a Person elected to the office of president of the Society in accordance with these Bylaws;

15. “Registered Address” of a Member or Director means the address of that Person as recorded in the register of Members or the register of Directors;

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16. “Registrar” means a Person elected to the office of Registrar of the Society in accordance with these Bylaws;

17. “Secretary” means a Person elected to the office of secretary of the Society in accordance with these Bylaws;

18. “Society” means the “Bowen Island Slo Pitch League”;

19. “Special Resolution” means:

7. a resolution, of which the notice required by the Act and these Bylaws has been provided, passed by at least two-thirds (2/3) of the votes cast in respect of the resolution by those Members entitled to vote:

4. in person at a duly constituted General Meeting,

5. by Electronic Means in accordance with these Bylaws, or

6. by combined total of the votes cast in person at a General Meeting and the votes cast by Electronic Means; or

8. a resolution that has been submitted to the Members and consented to in writing by every Member who would have been entitled to vote on the resolution in person at a General Meeting,

and a Special Resolution approved by any one or more of these methods is effective as though passed at a General Meeting

20. “Treasurer” means a Person elected to the office of treasurer of the Society in accordance with these Bylaws; and
21. “Vice-President” means a Person elected to the office of vice-president of the Society in accordance with these Bylaws.

1.2         Conflict with Act or regulations        

If there is a conflict between these Bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail.

1.  MEMBERSHIP

1. Application for membership

Membership in the league shall be open to individuals as part of registration.

2. Compliance with Constitution, Bylaw and Policies

Every member will at all times

22.  uphold the Constitution and comply with these Bylaws, the regulations and the policies of the Society in effect from time to time;
23. abide by such codes of conduct and ethics adopted by the Society; and
24. further and not hinder the purposes, aims and objects of the Society.

3. Membership dues

1. The amount of the annual membership dues will be determined by the Board each year.
2. Players are required to pay the registration fee in full prior to playing a game.

3. Refunds will not be issued after 30 days or five (5) games, whichever comes first, following opening day. Requests for refunds under special circumstances will be considered at the discretion of the Board.

4. Member not in good standing

A member is not in good standing if the member fails to pay the member's annual membership dues, and the member is not in good standing for so long as those dues remain unpaid.

5. Member not in good standing may not vote

A voting member who is not in good standing

(a) may not vote at a general meeting, and

(b) is deemed not to be a voting member for the purpose of consenting to a resolution of the voting members.

6. Termination of membership if member not in good standing

A person's membership in the Society is terminated if the person is not in good standing for 6 consecutive months.

7. Expulsion of Member

A Member may be expelled by a Special Resolution for any improper conduct or misconduct that is, in the determination of the membership, sufficient reason for expulsion, including, without limitation conduct that:

1. is unbecoming a Member,

2. is contrary to Bylaw 2.2

3. is likely to endanger the reputation or hinder the interests of the Society.

Notice of a Special Resolution to expel a Member will be provided to all Members and will be accompanied by a brief statement of the reasons for the proposed expulsion.

The Member who is the subject of the proposed expulsion will be provided with an opportunity to respond to the statement of reasons at or before the time the resolution for expulsion is considered.

A resolution to expel a Person as a Member will be deemed to remove the same Person as a Director, and vice-versa.

2.  MEETING OF MEMBERS  

1. Time and place of General Meetings

The General Meetings of the Society will be held at such time and place, in accordance with the Act, as the Board decides.

2. Annual General Meeting

An Annual General Meeting will be held once per year, at a time and location determined by the Board, not to exceed 12 month from the previous general meeting, and held in accordance with the Act.

3. Notice of General Meetings

The Society will, in accordance with this Bylaw , send notice of every General Meeting to:

1. each Member shown on the register of Members on the date the notice is sent;

not less than fourteen (14) days and not more than sixty (60) days prior to the date of the General Meeting.

No other Person is entitled to be given notice of a General Meeting.

4. Contents of Notice

Notice of a General Meeting will specify the place, the day and the time of the meeting and will include the text of every Special Resolution to be proposed or considered at that meeting.

If the Board has decided to hold a General Meeting with participation by Electronic Means, the notice of that meeting must inform Members how they may participate by Electronic Means.

3. PROCEEDINGS AT GENERAL MEETINGS

4. Business required at Annual General Meeting

The following business is required to be conducted at each annual general meeting of the Society:

25. the approval of the minutes of the previous annual general meeting and any extraordinary general meetings held since the previous annual general meeting;

26. consideration of the financial statements and the report of the auditor thereon, if any;

27. consideration of any Members’ proposals submitted in accordance with the Act;

28. such other business, if any, required by the Act or at law to be considered at an annual general meeting.

The annual general meeting may include other business as determined by the Board in its discretion.

4.2 Order of business at general meeting

The order of business at a general meeting is as follows:

(a) elect an individual to chair the meeting, if necessary;

(b) determine that there is a quorum;

(c) approve the agenda;

(d) approve the minutes from the last general meeting;

(e) deal with unfinished business from the last general meeting;

(f) deal with new business, including any matters about which notice has been given to the members in the notice of meeting;

(g) adjourn the meeting.

        4.3  Electronic Participation in General Meetings

The Board may decide, in its discretion, to hold any General Meeting in whole or in part by Electronic Means.

When a General Meeting is to be conducted using Electronic Means, the Board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by Electronic Means are deemed to be present at the General Meeting.

4.4 Chair of General Meeting

The following individual is entitled to preside as the chair of a general meeting:

(a)        the individual, if any, appointed by the Executive  to preside as the chair;

(b)        if the Board has not appointed an individual to preside as the chair or the individual appointed by the Executive is unable to preside as the chair,

(c)        the president,

(d)        the vice-president, if the president is unable to preside as the chair, or

(e)        one of the other directors present at the meeting, if both the president and vice-president are unable to preside as the chair.

4.5 Alternate chair of General Meeting

If there is no individual entitled under these Bylaws who is able to preside as the chair of a general meeting within 15 minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair.

4.6 Quorum required

Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present.

4.7 Quorum for General Meetings

The quorum for the transaction of business at a general meeting is 3 voting members or 10% of the voting members, whichever is greater.

4.8 Lack of quorum at commencement of meeting

If, within 30 minutes from the time set for holding a general meeting, a quorum of voting  members is not present,

(a) in the case of a meeting convened on the requisition of members, the meeting is terminated, and

(b) in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting.

4.9 Loss of Quorum

If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated.

4.10 Adjournments by Chair

The chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left unfinished at the adjourned meeting.

4.11 Notice of continuation of adjourned general meeting

It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given.

4. VOTING BY MEMBERS

5.1 Matters decided at a General Meeting by Ordinary Resolution

Unless the Act, these Bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

5.2 Entitlement to Vote

Each Member is entitled to one (1) vote on matters for determination by the Members. No other Person is entitled to vote on a matter for determination by the Members, whether at a General Meeting or otherwise.

5.3 Voting Methods

Voting by Members may occur by any one or more of the following methods, in the discretion of the Board:

29. by show of hands or voting cards;

30. by written ballot; or

31. by vote conducted by Electronic Means.

Where a vote is to be conducted by show of hands or voting cards, and prior to the question being put to a vote, a number of Members equal to not less than ten percent (10%) of the votes present may request a secret ballot, and where so requested the vote in question will then be conducted by written ballot or other means whereby the tallied votes can be presented anonymously in such a way that it is impossible for the assembly to discern how a given Member voted.

5.4 Announcement of result

The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting.

5.5 Voting by Proxy

Voting by proxy is not permitted.

5. POWERS AND RESPONSIBILITIES OF THE BOARD

6.1 Powers of Directors

The Board may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members in General Meeting, but nevertheless subject to the provisions of:

32. all laws affecting the Society; and

33. these Bylaws and the Constitution.

Without limiting the generality of the foregoing, the Board will have the power to make expenditures, including grants or gifts, in furtherance of the purposes of the Society. The Board will also have the power to enter into trust arrangements or contracts on behalf of the Society in furtherance of the purposes of the Society.

6.2 Director Positions  

1. The Board shall consist of President, Vice-President, Secretary, Registrar and Treasurer, who shall be elected annually at the Annual General Meeting.
   
2.  The Board shall be responsible to the Members for conducting the business of the society. All members of the Board will help with the set up and running of the year end Tournament.
   

3. Appointment of Directors

1. The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors.
   
2. At each annual general meeting, the voting members entitled to vote for the election or appointment of directors must elect or appoint the Board.
   
3. A director appointed by the Board to fill a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from office created the vacancy.

4. Removal of Director

A Director may be removed before the expiration of his or her term of office by either of the following methods:

1. by Special Resolution; or

2. by Board Resolution.

If by Special Resolution, the Members may elect a replacement Director by Ordinary Resolution to serve for the balance of the removed Director’s term of office.

If by Board Resolution, the Director proposed for removal has a conflict of interest and may not vote on the Board Resolution, but is entitled to not less than seven (7) days’ advance notice in writing of the proposed Board Resolution and to address the Board prior to the vote on the resolution.

6.5 Remuneration of Directors

A Director is not entitled to any remuneration for acting as a Director. However, a Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society, provided that all claims for reimbursement are in accordance with established policies.

6. DIRECTORS

1. Directors at large

Directors who are elected or appointed to positions on the Board in addition to the positions described in these Bylaws are elected or appointed as directors at large.

2. President

The President is the Chair of the Board and is responsible for supervising the other directors in the execution of their duties.

3. Vice-president

The Vice-President is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act.

4. Secretary

The Secretary is responsible for doing, or making the necessary arrangements for, the following:

(a) issuing notices of general meetings and directors' meetings;

(b) taking minutes of general meetings and directors' meetings;

(c) keeping the records of the Society in accordance with the Act;

(d) conducting the correspondence of the Board;

(e) filing the annual report of the Society and making any other filings with the    registrar under the Act.

5. Absence of secretary from meeting

In the absence of the secretary from a meeting, the Executive must appoint another individual to act as secretary at the meeting.

6. Treasurer

The Treasurer is responsible for doing, or making the necessary arrangements for, the following:

(a) receiving and banking monies collected from the members or other sources;

(b) keeping accounting records in respect of the Society's financial transactions;

(c) preparing the Society's financial statements;

(d) making the Society's filings respecting taxes.

7. Registrar

The Registrar is responsible for maintaining the registrar of members.

8. Term of Directors

The term of office for each Director will be two (2) years, commencing on the date the Director is elected and continuing until the first meeting of the Board held after the annual general meeting in the second year of the Person’s term. A Director may be elected for consecutive terms.

7. PROCEEDINGS OF THE BOARD

8.1 Board Meetings

Meetings of the Board may be held at any time and place determined by the Board.

8.2 Ad Hoc Meetings

The Board may hold an ad hoc meeting in any of the following circumstances:

1. at the call of the Chair; or

2. by request of any two (2) or more Directors.

8.3  Notice of Board Meetings

At least two (2) days’ notice will be sent to each Director of a board meeting.

However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting was decided or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary.

If a meeting of the Board will permit participation by Electronic Means, the notice of that meeting must inform Directors and other participants (if any) that they may participate by Electronic Means.

8.4 Attendance at Board Meetings

Every Director is entitled to attend each meeting of the Board.

No other Person is entitled to attend meetings of the Board, but the Board by Board Resolution may invite any Person or Persons to attend one or more meetings of the Board as advisors, observers or guests.

8.5 Proceedings valid despite omission to give notice

The accidental omission to give notice of a directors' meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting.

8.6 Conduct of directors' meetings

The directors may regulate their meetings and proceedings as they think fit.

8.7 Quorum of directors

The quorum for the transaction of business at a directors' meeting is a majority of the directors (50% + 1).

8.  REMUNERATION OF DIRECTORS AND SIGNING AUTHORITY

9.1 Remuneration of directors

A Director is not entitled to any remuneration for acting as a Director. However, a Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society, provided that all claims for reimbursement are in accordance with established policies. 9.2 Signing authority

9.2 Signing Authority of Directors

A contract or other record to be signed by the Society must be signed on behalf of the Society

(a) by the President, together with one other Director

(b) if the President is unable to provide a signature, by the Vice-President together with one other Director,

(c) if the President and Vice-President are both unable to provide signatures, by any 2 other directors, or

(d) in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society

9. INDEMNIFICATION

10.1 Indemnification of Directors and Eligible Parties

To the extent permitted by the Act, each Director and eligible party (as defined by the Act) will be indemnified by the Society against all costs, charges and expenses, including legal and other fees, actually and reasonably incurred in connection with any legal proceeding or investigative action, whether current, threatened, pending or completed, to which that Person by reason of his or her holding or having held authority within the Society:

1.  Is or may be joined as a party to such legal proceedings or investigative action; or
2. is or may be liable for or in respect of a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, such legal proceeding or investigative action.

10.2 Purchase of Insurance

The Society may purchase and maintain insurance for the benefit of the Society and its Directors and  Members.