1. The name of the Society is:
Killarney Youth Soccer Association (Society #S39114)
2. The purposes of the Society are:
(a) To develop, promote and provide soccer programs for
children and youth residing within the City of Vancouver,
British Columbia.
(b) To raise and provide the funding, necessary to purchase
the essential equipment and supplies to run a successful youth
soccer program.
(c) To negotiate the times and locations available to play
soccer with Board of Parks and Recreation.
(d) To set the fees and charges that are charged to members
for the community programs, events or services.
3. The Society shall be carried on without purpose of gain for
its members, any profits or other accretions earned, or
acquired by the Society shall be used solely to advance its
stated purpose. This section shall be unalterable.
4. In the event of winding up or dissolution of the Killarney
Youth Soccer Association, the funds and assets of the
Killarney Youth Soccer Association remaining after payment of
all costs, charges and expenses which are properly incurred in
the winding up shall be distributed to such charitable
organizations providing soccer programs for children and youth
of the City of Vancouver. This section shall be unalterable.
3 The members of the Society are current volunteer coaches and
team managers and a designated family member of each player
currently registered with the Society, who have become members
in accordance with these bylaws and have not ceased to be
members. Where one family has more than one player registered
with the Society, one designated family member shall represent
all such players and shall be able to cast a single vote under
section 21 of these bylaws.
4 To be in good standing, a member must annually make an
application for membership to the Directors and the Directors
must have accepted such application. Both the application and
the acceptance must be in writing, in a form to be determined
by the Directors.
5 Every member must uphold the constitution and comply with
these bylaws.
6 The amount of the player registration fee must be determined
by the Directors.
7 A person ceases to be a member of the Society
(a) by delivering his resignation in writing to the Secretary
of the Society or by mailing or delivering it to the address
of the Society.
(b) upon his death or, in the case of a corporation, on
dissolution.
(c) on being expelled
(d) on having been a member not in good standing for 6
consecutive months.
8 (1) A member may be expelled by a special resolution of the
members approved by a majority vote at a general meeting.
(2) The notice of special resolution for expulsion must be
accompanied by a brief statement of the reason(s) for the
proposed expulsion.
(3) Before a special resolution for expulsion is put to a vote
(a) the person who is the subject of the resolution must have
been given the opportunity to be heard at the general meeting,
and
(b) BCSA policies and procedures related to discipline and
expulsions must have been met
(4) Where a special resolution for expulsion has been approved
by the members at a general meeting, the Directors shall
report such approval and all the particulars of the resolution
to the BCSA within 5 working days.
(5) All adult members are in good standing except
(a) a member who has failed to pay any debt due and owing by
the member to the Society, or
(b) a family member who has failed to pay the required fee for
his registered player
In both cases, the member is not in good standing so long as
the debt remains unpaid.
9 General meetings of the Society must be held at the time and
place, in accordance with the Society Act, that Directors
decide.
10 Every general meeting, other than an annual general
meeting, is an extraordinary general meeting.
11 The Directors may, when they think fit, convene an
extraordinary general meeting, except that if three or more
members request in writing that a general meeting be convened,
the Directors shall convene a general meeting in accordance
with these bylaws within 30 days.
12 (1) Notice of a general meeting must specify the place, day
and hour of the meeting, and, in case of special business, the
general nature of that business.
(2) The accidental omission to give notice of a meeting to, or
the non-receipt of a notice by, any of the members entitled to
receive notice does not invalidate proceedings at that
meeting.
13 The first annual general meeting of the Society must be
held not more than 15 months after the date of incorporation
and after that an annual general meeting must be held at least
once in every calendar year and not more than 15 months after
the holding of the last preceding annual general meeting.
14 Special business is
(a) all business at an extraordinary general meeting except
the adoption of rules of order, and
(b) all business conducted at an annual general meeting,
except the following:
(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the Directors;
(iv) the report of the auditor, if any;
(v) the election of Directors and officers;
(vi) the appointment of the auditor, if required;
(vii) the other business that, under these bylaws, ought to be
conducted at an annual general meeting, or business that is
brought under consideration by the report of the Directors
issued with the notice of convening the meeting.
15 (1) Business, other than the election of a chair and the
adjournment or termination of the meeting, must not be
conducted at a general meeting at a time when a quorum is not
present and unless at least a majority of the Directors are in
attendance.
(2) If at any time during a general meeting there ceases to be
a quorum present, business then in progress must be suspended
until there is a quorum present or until the meeting is
adjourned or terminated.
(3) A quorum at a general meeting is a majority of the
Directors and 50% plus 1 of those members present.
16 If within 30 minutes from the time appointed for a general
meeting a quorum is not present, the meeting, if convened on
the requisition of members, must be terminated, but in any
other case, it must stand adjourned to the same day in the
next week, at the same time and place, and if, at the
adjourned meeting, a quorum is not present within 30 minutes
from the time appointed for the meeting, the members present
constitute a quorum.
17 Subject to section 18 of these bylaws, the president of the
Society, the vice president or, in the absence of both, one of
the other Directors present, must preside as chair of a
general meeting.
18 If at a general meeting no Directors are present within 15
minutes after the time appointed for holding the meeting, or
all the Directors present are unwilling to act as chair, then
the members present must choose on of their number to preside
as the chair of the meeting.
19 (1) A general meeting may be adjourned from time to time
and from place to place, but business must not be conducted at
an adjourned meeting other than business left unfinished at
the meeting from which the adjournment took place.
(2) When a meeting is adjourned for 10 days or more, notice of
adjourned meeting must be given as in the case of the original
meeting.
(3) Except as provided in this bylaw, it is not necessary to
give notice of an adjournment or of the business to be
conducted at an adjourned meeting.
20 (1) A resolution proposed at a meeting need not be
seconded, and the chair of a meeting may move or propose a
resolution.
(2) In the case of a tie vote, the chair does not have a
casting or second vote in addition to the vote to which he or
she may be entitled as a member, and the proposed resolution
does not pass.
21 (1) A member age 19 or older, in good standing, present at
a meeting of members is entitled to one vote although he or
she may belong to more than one category which entitles him or
her to be member.
(2) Voting is by show of hands.
(3) Voting by proxy is not permitted.
22 Except as otherwise provided by these bylaws, the rules of
order at any meeting shall be Robert’s Rules of Order, unless
other rules or modifications of those rules are adopted by the
Directors or members.
23 (1) The Directors may exercise all the powers and do all
the acts and things that the Society may exercise and do, and
that are not by these bylaws or by statute or otherwise
lawfully directed or required to be exercised or done by the
Society in a general meeting, but subject, nevertheless, to
(a) all laws affecting the Society;
(b) these bylaws, and
(c) rules, not being inconsistent with these bylaws, that are
made from time to time by the Society in a general meeting.
(d) a rule made by a Society in a general meeting does not
invalidate a decision of the Directors that would have been
valid if that rule had not been made.
24 (1) The president, vice president, secretary, treasurer,
registrar and one or more other persons are the Directors of
the Society.
(2) The number of Directors must be 5 or a greater number
determined from time to time at a general meeting.
25 (1) The Directors must retire from office at each annual
general meeting when their successors are elected.
(2) Separate elections must be held for each office to be
filled.
(3) An election may be by acclamation or by show of hands
unless 3 members present at the meeting request a secret
ballot.
(4) If a successor is not elected, the person previously
elected or appointed continues to hold office.
26 (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) A director so appointed holds office only until the
conclusion of the next annual general meeting of the Society,
but is eligible for re-election at the meeting.
27 (1) If a director resigns from office or otherwise ceases
to hold office, the remaining Directors must appoint a member
to take the place of the former director.
(2) An act or proceeding of the Directors is not valid merely
because there is less than the prescribed number of Directors
in office.
28 The members may, by special resolution, remove a director,
before the expiration of his or her term of office, and may
elect a successor to complete the term of office.
29 A director must not be remunerated for being or acting as a
director but a director must be reimbursed for all expenses
necessarily and reasonably incurred by the director while
engaged in the affairs of the Society.
30 (1) The Directors may meet at the places they think fit to
conduct business, adjourn and otherwise regulate their
meetings and proceedings of the Directors, as they see fit.
(2) The Directors may from time to time set the quorum
necessary to conduct business, and unless so set the quorum is
a majority of the Directors then in office.
(3) The president is the chair of all meetings of the
Directors, but if at a meeting the president is not present
within 30 minutes after the time appointed for holding the
meeting, the vice president must act as chair, but if neither
is present the Directors present may choose one of their
number to be the chair at that meeting.
(4) A director may at any time, and the secretary, on the
request of a director, must, convene a meeting of the
Directors. Meetings must be held not less than once every 3
months.
(5) Members may attend Directors meetings and shall have a
voice but no vote.
31 (1) The Directors may delegate any, but not all, of their
powers to committees consisting of the director(s) and members
as they see fit.
(2) A committee so formed in the exercise of the powers so
delegated must conform to any rules imposed on it by the
Directors, and must report every act or thing done in exercise
of those powers to the earliest meeting of the Directors held
after the act or thing has been done.
32 A committee must elect a chair of its meetings, but if no
chair is elected, or if at a meeting the chair is not present
within 30 minutes after the time appointed for holding the
meeting, the Directors present who are members of the
committee must choose one of their numbers to be the chair of
the meeting.
33 The members of a committee may meet and adjourn as they
think proper.
34 For a first meeting of the Directors held immediately
following the appointment or election of a director or
Directors at an annual or other general meeting of the
members, or for a meeting of the Directors at which a director
is appointed to fill a vacancy in the Directors, it is not
necessary to give notice of the meeting to the newly elected
or appointed director or Directors for the meeting to be
constituted, if a quorum of the Directors is present.
35 A director who may be absent temporarily from the province
of British Columbia may send or deliver to the address of the
Society a waiver of notice, which may be by letter, telegram,
telex or cable, of any meeting of the Directors and may at any
time withdraw the waiver, and until the waiver is withdrawn,
(a) a notice of meeting of the Directors is not required to be
sent to that director, and
(b) any and all meetings of the Directors of the Society,
notice of which has not been given to that director, if a
quorum of the Directors is present, are valid and effective.
36 (1) Questions arising at a meeting of the Directors and
committee of Directors must be decided by a majority of votes
of the Directors.
(2) In the case of a tie vote, the chair does not have a
second or casting vote.
37 A resolution proposed at a meeting of the Directors or
committee of Directors need not be seconded, and the chair of
a meeting may move or propose a resolution
38 A resolution in writing, signed by all of the Directors and
placed with the minutes of the Directors, is as valid and
effective as if regularly passed at a meeting of the
Directors.
39 (1) The president presides at all meetings of the Society
and of the Directors
(2) The president is the chief executive officer of the
Society and must supervise the other officers in the execution
of their duties.
40 The vice president must carry out the duties of the
president during the president’s absence.
41 The secretary must do the following:
(a) conduct the correspondence of the Society;
(b) issue notices of meetings of the Society and Directors;
(c) keep minutes of all meetings of the Society and Directors;
(d) have custody of all records and documents of the Society
except those required to be kept by the treasurer;
(e) have custody of the common seal of the Society;
(f) maintain the register of members in a current state and
ensure on a quarterly basis that the Register of Members is
complete, accurate and current.
42 The registrar must ensure, that all players are registered
annually with the District Associations.
43 The treasurer must do the following:
(a) keep the financial records, including books of account,
necessary to comply with the Society Act, and
(b) render financial statements to the Directors, members and
others when required, and
(c) order and obtain an external financial audit is performed
at lest once every 3 years.
44 (1) The offices of secretary and treasurer may be held by
one person who is known as the secretary treasurer.
(2) If a secretary treasurer holds office, the total number of
Directors must not be less than 5 or the greater number that
may have been determined under bylaw 25 (2)
45 In the absence of the secretary from a meeting, the
Directors must appoint another person to act as secretary at
the meeting.
46 The Directors may provide a common seal for the Society and
may destroy a seal and substitute a new seal in its place.
47 The common seal must be affixed only when authorized by a
resolution of the Directors and then only in the presence of
the persons specified in the resolution, or if no persons are
specified, in the presence of the president and secretary or
president and secretary treasurer.
48 In order to carry out the purposes of the Society the
Directors may, on behalf of and in the name of the Society,
raise or secure the payment or repayment of money in the
manner they decide, and, in particular but without limiting
that power, by the issue of debentures.
49 A debenture must not be issued without the authorization of
a special resolution.
50 The members may, by special resolution, restrict the
borrowing powers of the Directors, but a restriction imposed
expires at the next annual general meeting.
51 This part applies only if the Society is required or has
resolved to have an auditor.
52 The first auditor must be appointed by the Directors who
must also fill all vacancies occurring in the office of
auditor.
53 At each annual general meeting the Society must appoint an
auditor to hold office until the auditor is re-elected or a
successor is elected at the next annual general meeting.
54 An auditor may be removed by ordinary resolution.
55 An auditor must be promptly informed in writing of the
auditor’s appointment or removal.
56 A director or employee of the Society must not be its
auditor.
58 A notice may be given to a member, either personally, by
email, facsimile or by mail to the member at the member’s
registered address.
59 A notice sent by mail is deemed to have been received on
the second day following the day on which the notice was
posted, and in proving that notice has been given, it is
sufficient to prove the notice was properly addressed and put
in a Canadian post office receptacle.
60 (1) Notice of a general meeting must be given to
(a) every member shown on the register of members on the day
notice is given, and
(b) the auditor, if PART 10 applies.
(2) No other person is entitled to receive a notice of a
general meeting.
61 Upon request, each member is entitled to, and the Society
must give the member without charge, a copy of the
constitution and bylaws of the Society.
62 The bylaws must not be altered or added to except by
special resolution.
(1) Changes or amendments to this constitution or bylaws may
be effected at an Annual or Special General Meeting upon an
affirmation vote of 75% of the voting members present in
person.
(2) Proposals to change or amend this constitution or bylaws
shall be delivered in writing to the secretary at least sixty
(60) days before the date of any such general meeting and
shall specify the changes to be proposed.
