BylawS of Viper (Vulcan) VOLLEYBALL Club

ARTICLE 1 - PREAMBLE

  1.      The name of this organization is Viper (Vulcan) Volleyball Club operating as Viper Volleyball Club and may be referred to herein and elsewhere as “VVC” or “the Club”.
  2.      This document constitutes the general bylaws of the Viper Volleyball Club. The bylaws regulate the transaction of business and affairs of VVC.
  3.     MISSION STATEMENT

The objectives of the Club shall be to promote sports and sportsmanship through the development of volleyball in Southern Alberta. In providing programs to local athletes the Club will endeavour to protect and promote the mutual interest of its players by fostering goodwill and sportsmanship in its athletes as they strive to be the best, they can be both on and off the court. The Club will ensure that it does so in a positive, encouraging environments for all involved.

ARTICLE 2 - DEFINITIONS

In this Bylaw and all other Bylaws of VVC, unless specifically defined herein or the context otherwise specifies or requires all terms which are defined in the Act should have the meanings given to such terms in the Act, and in particular:

  1.      “Act” or “Societies Act” means the Societies Act R.S.A. 2000 Chapter S-14 as amended or any statue substituted for it.
  2.      “Annual Meeting” or “Annual General Meeting” means the Annual General Meeting as described in Article 5.1.
  3.      “Articles” means the articles of the Association from time to time in force and effect.
  4.      “Board” means the Board of Directors of VVC.
  5.      “Board Meeting” means a meeting of the Board.
  6.     “Bylaws” mean all Bylaws of VVC as amended.
  7.      “Community” means the County of Vulcan and surrounding area.
  8.      “Formal Meeting” means Annual General Meeting, Special General Meeting, or Board Meeting;
  9.      “Member” means any individual or organization that meets the criteria of membership in VVC.
  10. “Membership fees” means fees charged above and beyond player registration fees charged and are not linked to player registration fees.
  11. “Policy” means the Board has the rights and responsibilities for developing policies consistent with the objects and Bylaws of VVC.
  12. “President”, “Secretary”, “Treasurer”, and “Vice-President” shall mean those persons from time to time appointed by the Board to hold those designated offices.
  13. “Records of VVC” means minutes, agendas, financial statements, annual reports, contracts and other required legal documents.
  14. “Register of Members” means the register maintained by the Board containing the names of the Members of VVC.
  15. “Registered Player” shall mean a person whose application for registration with the Club has been validated by the registrar for the current playing season.
  16. “Resolution” means a proposition offered to or adopted by the Board.
  17. “Association” means the Viper Volleyball Club.
  18. “Special General Meeting” means the special meeting as described in Article 5.2;
  19. “Special Resolution” means a resolution passed at an Annual General Meeting or Special General Meeting.  There must be approval by a vote of 75% of the voting Members.  Items requiring Special Resolutions include:
    1. Changing the objects of VVC.
    2. Amending the Bylaws of VVC.
    3. Issuing debentures.
    4. Expulsion of a Member.
    5. Surrendering the Certificate of Incorporation; and
    6.    Choosing a charitable organization as required by Article 10.3.
  20.  “Societies Act” means The Societies Act, R.S.A. 2000 Chapter S-14 as amended, or any statute substituted for it; and
  21.  “Voting Member” means a member entitled to vote at the meetings of VVC as described in Article 4.

ARTICLE 3 – INTERPRETATION

The following rules of interpretation must be applied when interpreting these Bylaws:

  1.      Singular or plural: words indicating the singular number also include the plural and vice-versa.
  2.      “Their” has been used to mean “his”, “her” or “his/her”.
  3.      Headings are for convenience only. They do not affect the interpretation of these Bylaws.
  4.      Liberal interpretation: These Bylaws must be interpreted broadly and generously.

ARTICLE 4 – MEMBERSHIP INTERESTS

4.1        Members

To become a member of VVC, an individual must:

  1. Actively support the objectives of VVC.
  2. Pay an annual fee (if applicable).
  3. Have voting rights at Annual General Meetings or Special General Meetings
    1.      Admission of members

The following shall be entitled to become members of VVC:

      1. Registered players of majority or parent(s)/legal guardian(s) of registered players of minority.
      2. Persons interested in the promotion, development, supervision, and voluntary assistance of volleyball in Vulcan County and Area in accordance with the philosophy and policies for or those who may make special contribution to the association.  These members will abide by the philosophy, bylaws, and policies as from time to time are established and laid down by Volleyball Alberta and VVC, and whose application for admission as members has received the approval of the board.
      3. Persons who may be admitted solely at the discretion of the Board and by reason that such individuals may make a special contribution to VVC.
  2.      Membership fees

Membership fees, if any, in VVC shall be determined, on a yearly basis by the executive Committee

  1.      Rights and Privileges of Members
    1. Members in good standing are entitled to:
    1. Receive notice of Meetings of VVC.
    2. Attend any Meeting of VVC.
    3. Speak at any Meeting of VVC.
    4. Stand for election to the Board; and
    5. Exercise other rights and privileges given to Members in these Bylaws.
  2.      Voting Members

Only Members of VVC in good standing can vote at the Annual General Meeting or Special General Meeting.

  1.      Number of Votes

Each registered player of age of majority or one parent or legal guardian of each minor aged, registered player, duly registered with this Club, and in good standing, have the right to one vote at a Meeting of VVC.

  1.      Member in Good Standing

A Member is in “good standing” when:

    1. The Member has paid current year membership fees or other required fees to VVC; and
    2. The Member is not terminated as a member as provided for under Article 4.9.
  2.      Resignation of Membership

Any member may at any time resign their membership by notice in writing to the Board.

  1.      Expulsion of Memberships

Any member may be suspended or expelled from VVC for failure to comply with the Association By-laws, for misconduct or for any other cause that, in the opinion of VVC, is not in the best interest of VVC. Any such suspension or expulsion shall be by a two-thirds (2/3) vote of the membership present at an Annual General or Special General meeting. Any suspension or expulsion may be revoked by a similar vote at such a meeting.

ARTICLE 5 - MEETINGS

  1.      Annual General Meeting

The Board shall call an Annual General Meeting of Members to be held within one hundred and twenty days of the fiscal year end in Vulcan, Alberta, Canada. The Board will call the Meeting and set the place, day and time of the Meeting. 

      1. Notice

Notice of the time and place of Annual General Meeting of Members shall be given in writing, to the last known email address held by the Club, not less than 21 days before the Meeting.  This notice must state the date, time and place of the Meeting.

      1. Agenda for the Annual General Meeting

The Annual General Meeting deals with the following matters:

        1. Adopting the agenda.
        2. Adopting the minutes of the last Annual General Meeting.
        3. Considering the President’s report.
        4. Reviewing the financial statements setting out the Association’s income, disbursements, assets and liabilities, and the auditor’s report.
        5. Appointing the auditors.
        6.          Electing the Members of the Board; and
        7. Considering matters specified in the Meeting notice.
      2. Quorum

Attendance by at least 30% of eligible voting Members at the Annual General Meeting is Quorum.

  1.      Special General Meeting of the Association

A Special General Meeting may be called at any time:

    1. By a resolution of the Board or the Membership to that effect; or
    2. On the written request of at least (3) Directors or three quarters (3/4) of the Full Members to the President. The request must state the reason for the Special General Meeting and motion(s) intended to be submitted at this Special General Meeting.

5.2.1   Notice

Notice of the time and place of Meeting of Members shall be given in writing, to the last known email address held by the Club, not less than 21 days before the Meeting.  This notice must state the date, time and place of the Meeting.

      1. Quorum

Attendance by at least 30% of eligible voting Members at the Special General Meeting is Quorum.

    1.      Proceedings at Annual General Meetings or Special General Meetings
      1. Attendance by the Public

All Annual General Meetings and Special General Meetings of VVC are open to the public. A majority of voting Members present may meet in camera on sensitive issues if a majority of the Members support a motion to move in- camera. Any decisions made while in-camera must be ratified out-of-camera.

      1. Failure to Reach a Quorum

In the event an Annual General Meeting or Special General Meeting fails to achieve Quorum within ten minutes after the set start time, the meeting may be recalled and those in attendance will constitute a Quorum.

      1. Presiding Officers

The chair of any meeting of the members shall be the President or in his or her absence, the Vice-President.  In the absence of such officers, the Members shall choose one of the Directors.  The secretary of the meeting shall be the Secretary of VVC. Notwithstanding the above, the chair of the meeting may appoint a person, who need not be a member, to act as secretary of the Meeting.

      1. Adjournment
        1. The President may adjourn any Annual General Meeting with the consent of the Members at the Meeting.
        2. The adjourned Annual General Meeting may be reconvened to conduct only the unfinished business from the initial Meeting.
        3. No notice is necessary if the Annual General Meeting is adjourned for less than thirty (30) days.
        4. VVC must give notice when an Annual General Meeting is adjourned for thirty (30) days or more. Notice must be the same as for any Annual General Meeting.
      2. Voting
        1. Any voting Member shall have the right to cast one (1) vote at any Meeting of VVC. Such votes must be made in person or teleconference. Voting at a meeting of the members shall be by way of show of hands.
        2. Proxy votes are not permitted.
        3. The President of the Meeting or any Member may request a ballot upon any question, but such request may be withdrawn at any time prior to the taking of the ballot.
        4. The President shall vote only in the case of a tie.
        5. Majority
          1. A simple majority vote of 51% of the votes cast in attendance at a Meeting decides each issue and resolution unless the issue needs to be decided by Special Resolution as outlined in Article 2.19.
    2.      Procedures Governing Meetings

All meetings of the Club shall be conducted in person or via video/teleconferencing and in accordance with the most recently published Robert's Rules of Order except as may be otherwise stipulated in this Bylaw or other Rules and Regulations of the Society.

ARTICLE 6 – THE GOVERNANCE OF VVC

  1.      The Board of Directors

The Board is responsible for the governance and management of the affairs of VVC. The Board may retain a senior administrator or designate Committees to carry out the functions under the direction and supervision of the Board.

6.1.1       Powers and Duties of the Board

The Board has the powers of VVC, except as stated in the Societies Act. The powers and duties of the Board include:

    1. Serves to direct the setting and execution of the objects of VVC.
    2. Provide time, support and the commitment of their expertise to the association within their own capability to do so;
    3. Promoting the membership of VVC.
    4. Maintaining and protecting VVC’s assets and property.
    5. Approving an Annual Budget.
    6.          Ensuring that all expenses are paid for operating and managing VVC.
    7. Approving borrowing or raising monies to finance the operation and management of VVC consistent with all legal and fiduciary requirements, including mortgaging any or all of the property of VVC.
    8. Approving all contracts for VVC.
    9.          Ensuring all accounts and financial records of VVC are maintained and accessible to Directors and Members.
    10.          Setting policies, rules and regulations for governing, managing and operating VVC, its facilities and assets.
    11. Recruiting future Board members.
    12.          Appointing legal counsel as necessary.
    13. Without limiting the general responsibility of the Board, delegating its responsibilities and duties to Committees and any paid staff of VVC; and
    14. Excepting the President, Secretary and Treasurer, each director shall be assigned a specific stewardship for one area of responsibility.
      1.   Composition of the Board

The board shall consist of a minimum of 6 and a maximum of 12 voting Directors.
The Board, elected by the Membership, includes the roles of:

        1. President.
        2. Vice President.
        3. Treasurer.
        4. Secretary.
        5. Athlete & Coach Director (Nonelected Position)
        6.  Directors at Large.

The Past President shall sit in an advisory capacity and provide such advice and assistance to the Board as may be requested from time to time. This position holds no voting privileges.


6.1.3   Election of the Directors

6.1.3.1   Any Full Member in good standing may stand for election to the Board.

6.1.3.2   Members will elect Directors to the Board for a 2-year term, at which time that Director position is up for re-election at the next Annual General Meeting.  

Election of succeeding executive shall be by majority vote at the Annual General Meeting.

      a) Members shall be elected to the board at the AGM

               i. The Executive committee shall elect President, Vice President, Treasurer, Secretary at the first meeting following the AGM .

b) The position of the Coaching Director is not an elected position.  This position may be appointed by the Executive. 

c) Each person at the AGM may only vote once under the following conditions:

i. Voting at the annual general meeting is restricted to one vote per registered child up to a maximum of 2 votes per family if more than 1 child is registered.

ii. Each board member has one vote.

iii. Each head coach and assistant coach has one vote.

d) For members less than 18 years of age that vote is the parent/guardian’s responsibility.  For members over 18 years of age the responsibility is their own.

e) No individual can vote more than once if they hold more than one position.  Exception will be for those individuals who have more than one child registered in the Club.

f) No proxy voting is allowed at the AGM. All voting shall be in-person or by teleconference.

6.1.4   Resignation or Removal of a Director from the Board of Directors

6.1.4.1      Resignation

A Director, including the President, may resign from office by giving one (1) month’s notice in writing.  The resignation takes effect on the date the Board accepts the resignation.

          1. Removal

Voting Members may remove any Director, including the President, before the end of their term.  There must be a majority vote at a Special General Meeting called for this purpose.

          1. Vacancy

Interim vacancies may be filled by the Board to be approved at the next Annual General Meeting. It is the responsibility of the Board as a whole and the individual Director to replace Board Members as vacancies occur.

      1. Meetings of the Board
        1. The board holds a minimum of 6 regularly scheduled Board Meetings a year.
        2. The President calls the meetings.
        3. A minimum of seven (7) days’ notice of Board Meetings is emailed to each Board Member. The notice will include an agenda, minutes of the previous meeting and other reports as required.
        4. The presence of a majority of the Directors at any regular Board Meeting constitutes a Quorum.
        5. Each Director has one vote. The President will vote only in case of a tie.
        6. Board Meetings are open to Members and any member of the public but only Directors may vote. The Board may also meet in camera on sensitive issues if a majority of the Directors support a motion to move in-camera. Any Board decisions made while in-camera must be ratified out-of-camera.
        7. Any Board Member absenting themselves from any four (4) Board Meetings of the club in any single year, without notifying the President, shall be deemed to have automatically resigned.
    2. Officers
      1. The Officers of VVC are the President, Vice President, Secretary, and Treasurer.
      2. At its first meeting after the Annual General Meeting, the Board elects from among the Directors, the Officers for the following year.
      3. The Officers hold office until re-elected annually by the Board.
      4. Any Officer, including the President, may resign their responsibilities without resigning from the Board.  In such circumstances, the Board will appoint an interim replacement. 
    3.      Duties of the Officers of VVC
      1. President
  2. Acts as directed by the Board as the official representative of the Club in all dealings with other clubs, agencies, organizations, and different levels of government.
  3. Calls meetings of the Board.
  4. When present, presides over all Formal Meetings of VVC and Board Meetings.
  5. Prepares monthly agendas for all meetings, and the President’s Report if required.
  6. Acts as an ex-officio member of all committees.
  7.          Addresses attendance issues with individual Board members who are missing meetings or other important events frequently; and
  8. Carries out other duties assigned by the Board.
      1. Vice-President
  1. Presides at meetings in the President’s absence.  If the Vice President is absent, the Directors elect a chairperson for the meeting.
  2. Replaces the President at various functions when asked to so by the President or the Board.
  3. Is responsible for acting as liaison with the team parent representatives, organizes and runs meetings with Team Parent Representatives and Fundraising and Sponsorship committee.
  4. Assumes the responsibilities of the President’s remaining term in office if necessary.
  5. Carries out other duties as assigned by the Board.
  6.          Is an active member of the Board and votes      
      1. Secretary
  1. Is responsible for recording the minutes of all meetings of the Society. In the absence of the Secretary, another Board Member may be appointed to that task for that meeting only.
  2. Prepares and preserves the minutes of all meetings of VVC and the Board and circulates them to all Board members prior to the next meeting.
  3. Keeps and preserves the correspondence, motions, contracts and other important records of VVC.
  4. Ensures an accurate record of the names and addresses of all Members of VVC is kept (called the “Register of Members”);
  5. Oversees the preparation and sending of notices of meetings of VVC and the governing bodies of VVC.
  6.          Is an active member of the Board and votes.
  7. Carries out other duties assigned by the Board.
      1. Treasurer
        1. Is responsible for carrying out the financial affairs and keeping the financial records of the Society in order.
        2. Ensures annual fees, if applicable, are collected and deposited.
        3. Ensures all monies paid to VVC are deposited in a Chartered Bank, Treasury Branch, Credit Union, or Trust Company chosen by the Board.
        4. Ensures the issue of receipts for money coming into VVC.
        5. Ensures all necessary affiliation fees for the Club are paid.
        6.          Supervises spending monies, including the designation of financial signing authority.
        7. Ensures finance records are kept appropriately.
        8. Ensures the annual return is filed with changes in the Directors of VVC, amendments in the Bylaws and other incorporating documents with the Corporate Registry.
        9.          Ensures the preparation of the financial statements for VVC.
        10.          Is an active member of the Board and votes; and
        11. Carries out other duties assigned by the Board.
      2. Director(s)
        1. Will assist in the day-to-day operations of the Club as defined in policy; and
        2. May be assigned the responsibility of one or more of the following committee or Tasks
      1. Communication and Media Committee
      2. Uniforms/swag
      3. Equipment Management
      4. Coach Training and Mentorship
      5. Club Tournament Committee
        1. Carries out other duties assigned by the Board.
      1. Committees


6.4.1 By September 30 of each year, the Executive will determine the necessary committees.  

6.4.2 The President shall be ex-officio of all committees.

6.4.3 The committees listed below are the most likely committees that the club will require.

i. Parent Representative Committee

ii. Communications & Media Committee

iii. Sponsorship/Fundraising Committee

iv. Uniforms/ Swag Committee

v. Club Tournament Committee

6.4.4 A quorum for all committee meetings is 51% of the committee members.

6.4.5 Committee decisions shall be by majority vote.

6.4.6 All committees must keep records of meetings.  All records are to be forwarded to the president on an on-going basis.  The president will then forward to the appropriate executive member.

6.4.7 The Executive must approve all committee decisions by majority vote.

6.4.8 Duties of the committees are as follows:

i. The Parent Representative Committee is responsible for the collection of data on club performance, present changes to improve club performance and assist all other committees when needed. At least one parent from each team will be a member of this committee and at as a liaison between committees and the parents.

 ii. The Communications Committee is responsible for the collection and disbursement of information in regard to all teams’ results.  They are also responsible for ensuring that information is relayed to the website manager, communicating regularly to each member, notifying media, schools and other information sources about our tryouts, player, and coaches’ clinics.

iii. The Sponsorship/Fundraising Committee will be responsible for monitor and/or set up all Sponsorship/Fundraising ventures within the club.

 iv. The Uniform/ Swag Committee is responsible for the ordering, maintenance, and acquisition of all uniforms/swag within the club.

v. Club Tournament Committee is responsible for the planning, organizing and operation of viper tournaments along with assistance of members


 6.4.9 Committees will be expected to make recommendations to the Executive for improvement in areas of their activities.


ARTICLE 7 – FINANCE AND OTHER MANAGEMENT MATTERS

  1.      Location

VVC may from time to time by resolution of the Board change the location of the registered office of VVC.

  1.      Finance and Auditing
  1. The fiscal year of VVC ends on June 30th of each year.
      1. A qualified auditor will be appointed at each Annual General Meeting to do an audit; or the audit will be conducted in accordance with the Societies Act. This can be a duly qualified accountant or 2 members of the Club volunteering for that purpose.
  1.      Cheques and Contracts of VVC
  1. Financial signing authority will include the President, the Vice President, the Treasurer and/or the Secretary.  Two signatures are required on all cheques.
  1. All contracts of VVC must be signed by two (2) Officers or other persons authorized to do so by resolution of the Board.
  1.      Official Records of VVC
    1. The Secretary is responsible for maintaining all Official Records at the Registered Office of VVC.

7.4.2   A member wishing to inspect the books or records of VVC must give reasonable notice to the President or the Secretary of their intentions to do so.  Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office or other regular business premises operated by VVC, during normal business hours. This does not apply to the records that the Board designates confidential.

    1.      Borrowing Powers
      1. The Board of Directors may, with the approval of a majority of the members present at an AGM or SGM of the Club, borrow funds for the benefit and further development of the Club. This includes setting up credit (either line(s) of credit and/or credit cards).
    2.             Payments
      1. Unless authorized, no Member, Director, or Officer of VVC receives any payment for their services as a Member, Director, or Officer.
      2. Reasonable expenses incurred while carrying out duties of VVC may be reimbursed upon Board approval.
    3.      Protection and Indemnity of Directors and Officers
      1. Protection and indemnity for Directors and Officers of VVC exists where those individuals act in good faith and responsibly perform the duties of Director or Officer as described in the bylaws and policies of VVC.  VVC does not protect any Director or Officer for any acts of fraud, dishonesty, or bad faith.
      2. No Director or Officer is liable for the acts of any other Director, 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 VVC. No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in his or her role for VVC, unless the act is fraud, dishonesty, or bad faith.
      3. Directors or Officers can rely on the accuracy of any statements or reports prepared by VVC’s auditor. Directors or Officers are not held liable for any loss or damage because of acting in good faith and with due diligence on those statements or reports.

ARTICLE 8 – CORPORATE SEAL

  1.      The Directors may adopt a seal which shall be the common seal of VVC. The seal of VVC shall be under the control of the Directors, and the responsibility for its custody and use from time to time shall be determined by the Directors.

ARTICLE 9 – AMENDING THE BYLAWS

  1.      In the future, these Bylaws may be cancelled, altered, or added to by a Special Resolution at any Annual General or Special General Meeting.
  2.      The amended Bylaws take effect after approval of the Special Resolution at the Annual General or Special General Meeting and acceptance by the Corporate Registry of Alberta.

ARTICLE 10 – DISTRIBUTING ASSETS AND DISSOLVING VVC

    1. VVC does not pay any dividends or distribute its property/assets among its directors or Members.
    2.  A decision to dissolve VVC will not be taken lightly and will only be done if all other options are exhausted.
    3.  Dissolution can only be done by Special Resolution adopted by the Members of VVC.
      1. If VVC is dissolved, any funds or assets remaining after paying all debts will be distributed among similar non-profit amateur sports organization(s) within the County of Vulcan as designated in the Special Resolution.