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The Edmonton Seniors Slo-Pitch Association Bylaws
Article 1- Preamble
Article 2 -Defining and Interpreting the Bylaws
2.1.1 AGM - Annual General Meeting is a mandatory meeting of the general membership of an organization. This is the meeting in which the election of the Board of Directors occurs.
2.1.2 Board of Directors (Board) - A board of directors is a group of people who jointly supervise the activities of an organization.
2.1.3 Bylaw - Bylaw is a rule established by an organization to regulate the actions of its members.
2.1.4 Director - Any member in good standing elected or appointed to ESSPA’s Board of Directors.
2.1.5 Member in good standing - A member in good standing is regarded as having paid in full their dues, a member of the current season, and have no form of sanction, suspension, or disciplinary action against them. Associate members and Life Time members are part of this group but have exceptions defined below.
2.1.6 Special Meeting - a special meeting is called by the Board or members in good standing to discuss specific matters stated in the notice of the meeting.
2.1.7 Special Resolution - A special resolution is a resolution of the voting members which requires at least 75% of the votes cast in favour of it in order to pass.
2.1.8 In Camera - a private meeting for the Board of Directors only. Minutes of this meeting may not be published.
2.1.9 Writing - to include email, posted letter or hand delivered letter.
2.1.10 Resolution- a motion passed by the members at an AGM or Special Meeting.
2.1.11 Motion- a formal proposal put to a committee to request action on a recommendation.
Article 3- The Objectives of the Society
3.1 Objective - The objective of ESSPA is to provide a safe and friendly environment for a fun, yet competitive slo-pitch league for the older adult.
Article 4 - Membership
4.1 Classification of Members
There are 3 categories of members
4.1.1 An associate member is a non-playing, non-voting member who volunteers in the on-going operation of ESSPA. Voting privileges ONLY if Board Member. Free membership provided.
4.1.2 A Life Time Member is nominated by the membership and must have significant and long-term contributions to ESSPA. Final decision for a Life Time Membership rests solely on confirmation by the Board. Free membership for life and no voting privileges.
4.1.3 An active or voting member is anyone who meets the age requirement of the division they are registered in, who is a resident of Alberta, participates in the league, supports the objectives of ESSPA and has paid their fees.
4.2 Membership fees - membership fees are set by the Board and voted on by the Membership at the AGM. The Board has the right to lower fees prior to season play.
4.3 Membership year - January 1 to December 31 of each year of paid dues.
4.4 Payment Date for Fees - Fees are due March 31st of said year. Late fees, determined by the Board and voted on by membership at the AGM, apply if payment is made after this date.
4.5 Rights and Privileges of Members
4.5.1 Rights & Privileges - Any member in good standing is entitled to
4.6 Suspension of Membership
4.6.1 Suspension of Membership - ESSPA may suspend a member for a set period from one day to a season or longer depending on the severity of the offense. Members can and will be suspended for one or more of the following:
4.6.2 Notice to the suspended member will be given in writing
220.127.116.11 In severe cases, supported by witnesses, or in cases where several attempts at reconciliation have been made with no success, the at fault member will receive written notice of their suspension pending the Board’s meeting with the Conflict Resolution Committee to determine the length of suspension or expulsion. The length of time to reach a decision cannot exceed 2 weeks.
18.104.22.168 The notice will state the reasons for why the suspension is being considered.
4.6.3 Decision of the Board
22.214.171.124 The member will have an opportunity to appear before the Conflict Committee to address the matter. The Board may allow another member to accompany the member in question. The Board may limit the time the member has to address the Committee.
126.96.36.199 Upon the recommendations of the Conflict Committee the Board will determine how the matter will be dealt with. The decision of the Board is final.
4.7 Termination of Membership
188.8.131.52 Any member may resign from ESSPA by sending written notice to Registrar, Secretary or the President.
184.108.40.206 Once notice is received, the Member’s name will be removed from the register and will no longer have membership privileges.
220.127.116.11 If a Member has not paid their membership fee within 1 month of when the fees are due, the Member will be considered to have withdrawn their membership. Their name will be removed from the register.
18.104.22.168 ESSPA may, by Special Resolution at a Special Meeting called for the purpose of expulsion, expel any member for any cause deemed sufficient in the interests of ESSPA.
22.214.171.124 The decision is final. The Member’s name will be removed from the register.
4.8 Liability for unpaid membership fees - Liability for unpaid membership fees will be the responsibility of any member who ceases to be a member but still owes fees prior to resignation or removal.
Article 5 -Meetings of ESSPA
5.1 The Annual General Meeting
5.1.1 Date - ESSPA holds its AGM no later than November 30th in each calendar year. The Board sets the date, time and place.
5.1.2 Notice - The Secretary, or assigned Board Member, will compose the email notice to be sent by the Registrar from the registration system to each member at least 10 days prior to the meeting. Notice will include any notice of Special Resolutions in which case 21 days’ notice will be given.
5.1.3 Agenda for the AGM
The AGM deals with the following matters:
5.1.4 Quorum - Attendance by 10% of the Members will be considered at quorum.
5.2 Special Meeting
5.2.1 Calling of a Special Meeting
A Special Meeting may be called at any time:
5.2.2 Notice - The Secretary, or assigned Board Member will email members 21 days prior to the Special Meeting. This notice will state the date, time and place as well as the purpose of the meeting.
5.2.3 Agenda of the Special Meeting - Only the matter(s) set out in the notice for the Special Meeting are to be considered at the Special Meeting.
5.2.4 Procedure at the Special Meeting - Any Special Meeting has the same method of voting and the same quorum requirements as an AGM
5.3 Proceedings at an AGM or Special Meeting
5.3.1 Attendance by the Public - AGM’s are open to the public but they may be asked to leave by the Board or Members. They are not entitled to speak unless they have been invited to do so. They do not have any voting privileges.
5.3.2 Failure to Reach Quorum - The President will cancel the AGM if quorum is not present within ½ hour of the set time. If the meeting is cancelled it will be reset for the following week- same place and time. If quorum is not present again, the meeting will proceed as scheduled.
5.3.3 Presiding Officer
126.96.36.199 The President chairs every AGM. The VP will chair if the President is unavailable.
188.8.131.52 If neither the President or VP are in attendance the members in attendance will choose a chair.
184.108.40.206 Each voting member has 1 vote. A show of hands decides every vote. A ballot may be used if at least 10 voting members request it.
220.127.116.11 The President will cast a vote in the case of a tie.
18.104.22.168 A voting member may not cast a vote by proxy.
22.214.171.124 A majority vote of the Members present decides a motion or resolution.
126.96.36.199 The President or Meeting Chair declares a resolution lost or carried. The decision is final. The number of votes for or against does not need to be recorded.
188.8.131.52 The President, in good faith, decides any dispute on any vote.
5.3.5 Failure to give notice of a meeting - No action taken at an AGM is invalid due to:
5.3.6 Written Resolution of All Voting Members - In the case of a Resolution being sent out in writing, a minimum of 85% of Voting Members may agree to and sign a resolution. This resolution is as valid as any passed at an AGM. The date on the resolution is the date it was passed.
Article 6 - Governance of ESSPA
6.1 The Board of Directors
6.1.1 Governance and Management of ESSPA - The Board governs and manages the affairs of ESSPA with assistance from Robert’s Rules of Order.
6.1.2 Powers and Duties of the Board - The Board has the powers stated by ESSPA, except as stated by the SOCIETIES ACT.
The powers and duties of the Board include:
6.1.3 Composition of the Board
The Board consists of:
6.1.4 Election of the Board
184.108.40.206 At the AGM, the voting Members will vote in the positions whose terms have expired or replacements for any positions that have been vacated (resignations, deaths, terminations, etc.).
220.127.116.11 Voting Members may re-elect a director to a specific position only twice. No director should serve more than 2 terms in one position. The exception may be ONLY if no other candidate stepped forward.
6.1.5 Resignation, Death or Removal of a Board Member
18.104.22.168 Any member of the Board can resign giving 1 months’ notice in writing. The resignation takes effect once accepted by the Board or on the date specified.
22.214.171.124 Voting Members may remove any Board member by calling a Special Meeting and voting to remove the board member.
126.96.36.199 If there is a vacancy on the Board, the remaining Directors may appoint a Member in good standing to fill the vacancy for the remainder of the term. This does not apply to Past President.
6.1.6 Meetings of the Board
188.8.131.52 The Board will hold a meeting as required, at least every 3 months. The President or designate will call the meeting and the Secretary will inform the Board members. The President can call a meeting at the request of at least 3 Board Members if they request the meeting in writing and state the purpose of the meeting.
184.108.40.206 When possible, notice of meetings will be given a minimum of 1 month in advance.
220.127.116.11 A majority of Board Members present will constitute a quorum. In the event that Board Members have resigned or left for any reason, and no replacement has been chosen - quorum will be a majority of currently serving Board Members.
18.104.22.168 If there is no quorum, the meeting will be adjourned and held the same time and place the following week. Quorum will be considered with 50% plus 1 of the currently serving Board Members present.
22.214.171.124 Each Board member has 1 vote except the President or Past President. The President, in good faith, decides any dispute on any vote.
126.96.36.199 Meetings of the Board are open to Members in good standing. They are not allowed to vote and are only able to participate in discussion or to present to the Board with the Board’s permission. At any time, a majority of the Board in attendance may ask the Member to leave.
188.8.131.52 All Board Members may agree to and sign a resolution. This resolution is as valid as any passed at a Board meeting. The date on the resolution is the date it is passed.
184.108.40.206 A meeting of the Board may be held by conference call or using other media formats like Google Meets, Zoom, etc. Anyone participating in this meeting is considered present for the meeting.
220.127.116.11 Irregularities or errors made in good faith do not invalidate acts done by any meeting done by the Board.
6.2 Officers and Duties
6.2.1 President Voted in ODD year
6.2.2 Vice President Voted in ODD year
6.2.3 Secretary Voted in EVEN year
6.2.4 Treasurer Voted in EVEN year
6.2.5 Past President
6.2.6 Maintenance Director Voted in ODD year
6.2.7 Facilities and Bookings Director Voted in ODD year
6.2.8 Registrar Voted in ODD year
6.2.9 Tournament Director Voted in EVEN year
6.2.10 Media Director Voted in EVEN year
6.2.11 Marketing and Recruitment Director Voted in EVEN year
6.2.12 Equipment Director Voted in ODD year
6.2.13 Division Co-ordinators Voted in EVEN years
6.3 Standing Committees
The Board establishes all committees:
6.3.1 Executive Committee
18.104.22.168 All Executive Officers may agree to and sign a resolution as with any other groups of ESSPA. A meeting may be held by conference call or another media format as earlier stated. Irregularities and errors done in good faith do not invalidate acts done by the Executive Committee.
6.3.2. All other Board Approved Committees
Article 7 - Finance and Other Management Matters
7.1 The Registered Office - The Registered Office is currently located at Central Lions Seniors Association, 11113 - 113 Street, Edmonton, Alberta, T5G 0E9. This may be changed by a resolution of the Board as long as the change is communicated to the Corporate Registry.
7.2 Finance and Auditing
7.2.1 Fiscal Year - The fiscal year end of ESSPA is August 31 of each year.
7.2.2 Audit - There must be an audit of the books, accounts and records of ESSPA at least once each year. A qualified accountant or 2 members with accounting experience may be appointed at the AGM. The Audit is to be presented at the AGM.
7.3 Seal of the Society
7.3.1 Seal of the Society Usage - The Board has a seal and is used by only authorized members of the Board to authenticate and make official any document the Board deems necessary. The seal remains in the custody of the Secretary.
7.4 Cheques, E-transfers and Contracts of ESSPA
7.4.1 Authorization - The designated officers of the Board will sign all cheques and authorize all withdrawals of monies. Two designated people must authorize with signatures or by filling out the proper documentation any transactions of this nature. The 2 people signing must not be related by blood or marriage/common-law or related to someone working at a company that the Board is employing.
7.4.2 Contracts - All contracts of ESSPA must be signed by 2 Officers with signing authority or those authorized by a resolution of the Board.
7.5 Keeping and Inspection of the Books and Records of ESSPA
7.5.1 Minutes - The Secretary keeps a copy of the minutes of any Board meeting, AGM, Executive meeting or Special meeting at the registered office and on a digital storage device. All minutes (excluding those in camera, or special meetings that may contain sensitive information) should be posted on the website in draft and updated after their approval.
7.5.2 Records - The Board keeps and files all necessary books and records as required by the Bylaws, the SOCIETIES ACT, or any other statute or laws.
7.5.3 Financial and Record Inspection - A Member wishing to inspect the books or records of ESSPA must give reasonable notice to the President, Treasurer or Secretary of their intention to do so. Inspection will take place at the registered office during regular business hours where possible and/or at a mutually convenient time.
7.6 Borrowing Powers
7.6.1 Borrowing Powers - ESSPA may borrow or raise funds to meet its objectives and operations. The Board makes this decision. This decision must be voted on by the Board and confirmed by a Special Resolution of ESSPA.
7.7.1 Board of Director Payments - No Member, Director or Officer should receive payment for their services.
7.7.2 Reasonable Expenses - Reasonable expenses incurred while carrying out duties of the Board may be reimbursed upon approval. If there is a budget for these expenses this will be considered approval unless the expense is in excess of $250, in which case it will need Board approval. Any purchases of equipment, or procurement of services in excess of $500 requires three (3) quotes and the Board will make their decision based on sound business practices and vetting of businesses or service providers. In the event this is an ongoing purchase (eg. Purchase and re purchase of equipment from the same vendor each year) then it can be considered a contract with that business and it is not necessary to repeat the procurement process each time. Price comparisons should be completed every 2 years.
7.8 Protection and Indemnity of Directors and Officers
7.8.1 Indemnity - Each Director or Officer holds office with the protection from ESSPA. ESSPA indemnifies each Director or Officer against all costs or charges that result from an act done in their role for ESSPA. ESSPA does not protect any Director Officer for acts of fraud, dishonesty or bad faith.
7.8.2 Liability - No Director or Officer is liable for the acts of any other Director or Officer or employee. 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 ESSPA. No Director or Officer is liable for any loss due to an oversight or error in judgement or by an act in their role for ESSPA unless the act is fraud, dishonesty or bad faith.
7.8.3 Liability for Audit - Director and Officers can rely on the accuracy of any statement or report prepared by ESSPA’s auditor. Directors or Officers are not held liable for any loss or damage as a result of acting on a statement of that report.
Article 8 - Amending Bylaws
8.1 Amendment - These Bylaws may be cancelled, altered or added to by a Special Resolution at any AGM or Special Meeting of ESSPA.
8.2 Notice - The 21 days’ notice of the AGM must include details of the proposed resolution to change the Bylaws.
8.3 Implementation - The amended bylaws take effect after approval of the Special Resolution at the AGM or Special Meeting and accepted by the Corporate Registry.
Article 9 - Distributing Assets and Dissolving the Society/Association
9.1 Property - ESSPA does not pay any dividends or distribute any of its property to members.
9.2 Dissolution- If ESSPA is dissolved, any funds or assets remaining after paying all debts are to be paid to a non-profit organization.
9.3 Asset distribution - Members are to select the organization to receive the assets by special resolution. No Members will receive any assets from ESSPA.