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SASKATCHEWAN TRIATHLON ASSOCIATION CORPORATION
Bylaw 1: A BYLAW RELATING GENERALLY TO THE CARRYING OUT OF THE ACTIVITIES AND AFFAIRS OF THE ASSOCIATION
Bylaw 1: A BYLAW RELATING GENERALLY TO THE CARRYING OUT OF THE ACTIVITIES AND AFFAIRS OF THE ASSOCIATION
1.1 In these bylaws:
"Act" means The Non-Profit Corporations Act;
"the Association" means the Saskatchewan Triathlon Association Corporation;
"the directors", "Board" and "Board of Directors" means the directors of the Association for the time being;
''member" means any person with a membership interest in the Association.
Words importing the feminine gender shall include the masculine. and vice versa and words importing persons shall include corporations.
Words importing the singular number shall include the plural number and vice versa.
2.1 The purpose of the Association is to promote interest in and provide for the development of and the enhancement of the sport of Triathlon in the Province of Saskatchewan and for the attainment of this purpose:
(a) to raise and maintain a fund or funds and to apply and expend from time to time all or part thereof and/or the income there from for the attainment of and carrying out of the aforesaid purpose;
(b) to regulate triathlon competition in the Province with a view to promoting good, safe events;
(c) to select Saskatchewan provincial representative teams;
(d) to establish a provincial triathlon championship;
(e) to become a member of, and co-operate with any other association, whether incorporated or not, whose purposes and objects are in whole or in part, similar to its own objects.
3.1 The membership of the Association shall consist of:
(a) Adult;
(b) Junior;
(c) Family;
(d) Day of Race.
3.2 Any person who is twenty years of age or older may apply to the Board for an adult membership in the Association. Upon acceptance as a regular member and subject to paragraph 6.7 hereof, an adult member shall be entitled to all privileges of membership.
3.3 Any person who is nineteen years of age or younger may apply to the Board for junior membership in the Association. Upon acceptance as a junior member, the junior member is entitled to all privileges of membership except the right to vote at meetings of members or to be a director.
3.4 A family of two or more may choose to apply for family membership. Communication articles will only be sent to the family address.
3.5 A person may apply for Day of Race membership. These persons are entitled to all privileges of membership for the day of the race.
3.6 Membership fees payable to the Association shall be prescribed by the Board, from time to time.
3.7 Membership shall be under the control of the directors, subject to the Articles and these Bylaws. The directors may approve or reject an application for membership as they in their absolute discretion think fit.
3.8 Upon termination of membership for cause or otherwise, a member is not entitled to any refund of membership fees paid.
3.9 The Association may issue a membership certificate or membership card evidencing membership in the Association, which card or certificate shall be signed by the Treasurer.
4.1 The Board shall have the right to discipline any member of the Association if the member has engaged in conduct injurious to the Association or detrimental to the sport of Triathlon. In disciplining a member, the Board may:
(a) suspend, for a specified period of time not to exceed six months, the member's power to exercise his rights and privilege. as a member;
(b) if authorized by a vote of two-thirds of the remaining members of the Association, expel the Member from the Association.
4.2 No member shall be disciplined unless he has received at least fourteen clear days notice in writing of the meeting at which disciplinary proceedings are to be considered, which notice shall specify the charge against the member. The member shall be entitled to attend such meeting with counsel and to make representations to the meeting relating to the charge.
5.1 An annual general meeting of the members of the Association shall be held at least once each calendar year and not more than fifteen months after the preceding annual general meeting, at a time and a place to be fixed by the Directors.
5.2 The general meetings referred to in the preceding clause shall be called annual general meetings or general meetings and all other meetings of the Association shall be called special general meetings. All meetings of the members shall be held in the Province of Saskatchewan.
5.3 (a) All business transacted at a special or annual meeting, except consideration of the financial statements, auditor's report, election of directors and reappointment of an incumbent auditor, and the consideration of bylaws submitted by the directors, is deemed to be special business.
(b) No special business may be transacted at a meeting of members unless the notice of meeting states the nature of the business in sufficient detail to permit members to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting.
(c) Any member may submit to the Association notice of any matter that the member proposes to raise and discuss at the general meeting and notice of the proposal shall, if received at least ninety (90) days before the anniversary of the previous annual meeting of the members, be given to members in accordance with the Act.
5.4 Notice of the time and place of a general meeting of members shall be sent not less than 15 days or more than 50 days before the meeting, to each member entitled to attend the meeting and to the auditor.
5.5 Subject to the Act, irregularities in the notice of any meeting, or in the giving thereof, or the accidental omission to give notice of any meeting, or the non-receipt of any notice by any member shall not invalidate any resolution passed or any proceedings taken at any meeting and shall not prevent the holding of such meeting.
5.6 (a) At every general meeting of the members, each regular member is entitled to vote on each question.
(b) Voting at a meeting of the members shall be by show of hands except where a ballot is demanded by a member either before or after a vote by show of hands.
5.7 A quorum of members at a general meeting shall consist of five (5) regular members personally present.
5.8 Proxies shall be permitted at general and special meetings. Proxy-holders must be members.
6.1 There shall be a Board of Directors of the Association consisting of a minimum of three (3) persons and a maximum of ten (10) persons. One third of the members of the Board of Directors, to a maximum of three Directors, shall be appointed to the Board from among the Race Directors of sanctioned triathlon competitions in the Province. The remaining Directors shall be elected by the members at the annual general meeting.
6.2 A director may resign an a director upon giving notice in writing to the Association and such resignation shall take effect upon receipt by the Association or upon such later date as may be specified in said notice.
6.3 Every director of the Corporation who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as a director of the Association shall, in writing, disclose to the President the fact and nature and the extent of the conflict. Any interest which any director may have as a result of being an active triathlon competitor shall be deemed not to be a conflict of interest for the purposes of this clause except where direct financial assistance to that person as an competitor in in issue.
6.4 Each director shall be elected for a term of one year.
6.5 A retiring director shall be eligible for re-election.
6.6 Subject to the Act, a quorum of the Board may fill a vacancy in the Board, except a vacancy resulting from an increase in the minimum number of directors or from a failure to elect the minimum number of directors. Such filling of a vacancy is effective only until the next meeting of the members. In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the members to elect the minimum number of directors, the Board shall forthwith call a special meeting of the members to fill the vacancy. If the Board fails to call such a meeting or if there are no directors then in office, any member may call the meeting.
6.7 No person shall be qualified to be a director if not a member of the Association and not at least eighteen years of age.
7.1 The directors shall elect from among themselves such officers as they think appropriate, which may include a President, Vice-President, Secretary, and Treasurer, or any combination thereof. The persons holding such offices, besides filling any duties assigned to them by the Directors, shall have such powers as are usually incidental to their office.
7.2 The PRESIDENT shall preside at all meetings of the Board and of the members of the Association. The President is the chief executive officer of the Association and shall supervise the other officers in the execution of their duties.
7.3 The VICE PRESIDENT shall assist the President in the performance of her duties and shall act in the absence or inability of the President.
7.4 The SECRETARY shall enter or cause to be entered in records kept for that purpose minutes of all meetings of the Board, members and committees; shall give or cause to be given, as and when instructed, all notices to members, directors, officers, and auditors; and shall have such other powers and duties as the Board may specify.
7.5 The TREASURER shall keep proper accounting records and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Association; shall render to the Association whenever required an account of all transactions as Treasurer and of the financial position of the Association; and shall have such other powers and duties as the Association may specify.
8.1 The directors shall manage the activities of the Association. The powers of the Board shall be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of the Board. Where there is a vacancy in the Board the remaining directors may exercise all the powers of the Board so long as a quorum remains in office.
8.2 The directors may meet for the dispatch of business, adjourn and otherwise regulate their meetings and proceeding, and three directors shall be a quorum.
8.3 Meetings of the Board may be held at any time without formal notice if all the directors are present or if those absent have signified in writing their consent to the meeting being held in their absence. Notice of any meeting where notice had not been dispensed with may be given by letter, telephone or otherwise at least five days prior to the meeting or if sent by mail at least ten days prior to the meeting, excluding the day of delivery, mailing or otherwise. Notice of any meeting, or any irregularity in any meeting or in the notice therefore, may be waived by any director in any manner whatsoever.
8.4Meetings may be held by telephone if held in a manner which permits all persons participating in the meeting to hear each other and only with the consent of all the directors.
8.5 Any two directors may convene a meeting.
8.6Questions arising at any meeting of directors shall be decided by a majority of votes, and in the case of an equality of votes the motion shall be lost. The chairperson shall not have a deciding vote.
8.7The directors may delegate any of their powers to committees (as permitted by the Act) and may revoke such delegation at any time. The duties of the committees shall be assigned by the directors.
8.8The directors may, by resolution, prescribe sanctioning rules to apply to all triathlons to be held and designated as Sanctioned events in the Province.
9.1 The fiscal year of the Corporation shall end on the 31st day of December of each year.
9.2The directors shall cause to be kept proper records and accounts of all transactions of the Association.
9.3.1 The directors shall place before the members at every annual general meeting'
9.3.1.1 financial statements for the period beginning immediately after the end of last completed financial years
9.3.1.2 the report of the auditor, if any.
9.3.2 The directors shall approve the financial statement and shall evidence their approval by the signature of one or more directors.
9.3.3 No financial statement shall be released or circulated unless it has been approved by the directors and is accompanied by the report of the auditor, if any.
9.3.4 The Association shall send to each member a copy of the annual financial statement and the report of the auditor not less than fifteen days before each annual general meeting or may, in lieu thereof, publish a notice stating the documents are available at the office of the Association and that any member may, upon request, obtain a copy free of charge by prepaid mail to his address.
9.4No member not a director shall have any right to inspect any account, book or document of the Association except as conferred by law or as authorized by the directors or the Association in general meeting.
9.5 Banking
9.5.1 All funds of the Association shall be deposited in one or more accounts in the name of the Association at a chartered bank, trust company or credit union, designated by the directors.
9.5.2 All cheques, promissory notes, bills of exchange or other negotiable instruments shall be executed in the name of the Association and signed in accordance with resolutions passed by the directors for that purpose.
9.6No remuneration shall be paid to the directors other than compensation for travel and sustenance while on Association business at rates approved by the members in general meeting.
