RESOURCES
BYLAWS
PREAMBLE
The following terms have these meanings in this by-law:
- Act – the Canada Not-for-Profit Corporations Act, S.C. 2009, c.23, including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
- Articles – the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association;
- Association – Softball Canada;
- Athlete - a person currently on a national team or competing at the international level or a person who is retired and was a member of a national team or competed at the international level, not more than nine years previously, in the sport of Softball;
- Auditor – a Public Accountant, as defined in the Act, appointed by the Members by Ordinary Resolution at a Members Meeting to audit the books, accounts, and records of the Association for a report to the Members at the next Annual Meeting;
- Board – the Board of Directors of the Association;
- Days – will mean days including weekends and holidays;
- Director – an individual elected or appointed to serve on the Board pursuant to this bylaw;
- Independent – that a director or prospective director has no fiduciary obligation to any body for softball at the national or provincial level, receives no direct or indirect material benefit from any such party, and is free of any conflict of interest of a financial, personal or representational nature (provided that participation, in softball does not alone cause a person not to be independent). A person who would not be considered Independent will be considered to be Independent once they resign from or terminate the circumstance that gives rise to the non-independence;
- Officer – an individual elected or appointed to serve as an Officer of the Association pursuant to this bylaw;
- Ordinary Resolution – a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
- Proposal – a proposal submitted by a member of the Corporation that meets the requirements of Section 163 of the Act;
- Regulations – the regulations made under the Act, as amended, restated or in effect from time to time; and
- Special Resolution – a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that Resolution.
SECTIONS
ARTICLE 1 - Membership
ARTICLE 2 - Membership Fees
ARTICLE 3 - Board of Directors
ARTICLE 4 - Duties of Board of Directors
ARTICLE 5 - Nomination and Election Procedure
ARTICLE 6 - Committees
ARTICLE 7 - Annual Meeting: Voting Procedures
ARTICLE 8 - Permanent Employees
ARTICLE 9 - Meetings
ARTICLE 10 - Financial Matters
ARTICLE 11 - Signature and Certification of Documents
ARTICLE 12 - Amendments of Bylaws
ARTICLE 13 - Custody and Use of Seal
ARTICLE 14 - Notice
ARTICLE 15 - Fundamental Changes
ARTICLE 16 - Dissolution