1. The head office of the Association will be in the city of Red Deer, in the Province of Alberta, or at such other place as the Directors from time to time appoint.

 

SEAL

2. The common seal of the Association shall be kept at the head office of the Association, and the same shall not be affixed to any document of any description save by resolution of the Executive and in the presence of the president and Secretary or otherwise as may be authorized by the Executive.

 

3. The area within which the activities of the Association shall be carried on shall be the City of Red Deer, in the Province of Alberta, or in such other places of Canada as the Executive may determine.

 

4.01 There shall be three (3) classes of Members in the society, namely: Honorary Members, Associate Members and ordinary Members.

4.02(a) Honorary Members may be appointed by the Board of Directors as a mark of appreciation of services rendered to the Association, other than financial.

(b) An Honorary Member shall be a Member for a term of one (1) year, and may be reappointed from year. to year by the Board of Directors.

(c) Honorary Members are not entitled to vote at, but are entitled to notice of meetings of the Members of the Society.

(d) Honorary Members shall not be required to pay any membership fees, dues or subscriptions.

4.03(a) Associate Members may be appointed by the Board of Directors.

(b) An Associate Member shall be a Member for a term as may be decided upon by tbe Board of Directors

(c) Associate Members are not entitled to vote at, but are entitled to notice of meetings of the Members of the Society.

(d) associate nembers shall pay a membership fee of One ($1.00) Dollar on admission to membership but are not required to pay any further fees, dues or subscriptions.

4.04 (a) Ordinary Members of the Society shall consist of the present Members of the Society and such other individuals (firm, society, or corporation) as shall be admitted by the Board of Directors on payment of such entrance fees and compliance with such conditions of membership as are imposed by the board of Directors from time to time.

(b) All applications for membership shall be submitted to the Board of Directors and, upon approval by the Board amd payment of the fee, as may be set by the Board from time to time, the applicant becomes a Member.
(c) Ordinary Members shall be required to contribute to the Society an annual fee of not less than One ($1.00) Dollar.

(d) Ordinary Members are entitled to one (1) vote each at all meetings of Members of the Society.

(e) Ordinary Members are entitled to receive notice of meetings of Members and are the only Members entitled to hold office as Directors of the society.

4.05 A Member may resign by notification in writing to the Executive and the resignation shall become effective upon acceptance thereof by the Board of Directors. (A Member remains liable for payment of any assessment or other sum levied or which became payable by him/her to the Society before acceptance of his/her resignation.)

4.06 If any Member is in arrears for fees or assessments for any year, such Member shall , in the discretion of the executive, be suspended and thereafter shall not be entitled to membership privileges or powers in the Society until reinstated.

4.07 (a) The Board of Directors may, by a vote of two-thirds (2/3) of all of the Directors, at a meeting duly called for that purpose, expel or suspend any Member whose conduct has been determined by the Board to be improper, unbecoming, or likely to endanger the interest or reputation of the Society or who willfully commits a breach of the constitution, by-laws or rules and regulations of the Society or for any cause which the Board of Directors may deem reasonable.

(b) No Member shall be expelled or suspended without being notified of the charge or complaint against him/her and without having first been given an opportunity to be heard by the Board at a meeting called for the purpose.

5.01 ENTRANCE FEE. There shall be a membership entrance fee in such amount as is determined from time to time at a general meeting of the society.

5.02 DUES. The annual memebership dues shall be determined by the Members at the annual general meeting. All dues are payable in advance on the 31^st day of March in each year.

5.03 DEFAULT. If any Member fails to pay his/her dues, fees or assessments within thirty (30) days of the demand thereof by the Secretary, he/she thereupon automatically ceases to be a Member of the Society, but such Member may be readmitted to membership by the Board upon such evidence as it considers satisfactory, upon payment of all arrears of fees, dues and assessments.

6.01 ANNUAL MEETINGS. An annual general meeting called for the purpose of electing Directors and transacting such other business as may properly come before an annual general meeting shall be held on or before March 31 each year at such time and place as the Board of Directors may decide. At least seven (7) clear days’ notice of the time and place of such meeting shall be given in the manner provided by these by-laws.

6-02 NOTICE OF MEETINGS. Notice of the time and place of every meeting shall be given to each Member entitled to notice by mailing the notice by prepaid post or by telegraph, ten (10) days before the time fixed for the holding of such meeting to his/her last address as recorded on the books of the Society.

6.03 A general or special meeting of the Society may be held at any time and place without notice if all the Ordinary Members of the Society are present thereat. Further a special meeting of the Society shall be called by notice given by five (5) Members of the Society to the president or Secretary of the Society stating the business to be brought before the meeting. The Board shall then call a special meeting with notice as provided for in these by-laws, setting out the business to be transacted at such meeting, and no business other than that mentioned in the notice calling the same shall be transacted at such meeting, unless by unanimous vote of those present. At such a meeting any business may be transacted which the Society may lawfully transact.

6.04 No accidental error or omission in giving notice of any meeting or any such adjourned meeting shall invalidate such meeting or make void any proceedings taken thereat.

6.05 WAIVER OF NOTICE. A Member may at any time waive notice of any meeting and may at any time ratify, approve and confirm any of the proceedings taken thereat.

6.06 ADJOURNMENTS. Any meetings of the Society or of the Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. Notice of an adjourned meeting is not required. A meeting may be adjourned if a quorum is not present.

6.07 AGENDA. At every annual meeting, in addition to any other business that may be transacted, the report of the Board, the financial statements and the report of the auditors, if required by law, appointed for the ensuing year, and their remuneration fixed. The Members may consider and transact any business, either special or general, other than an extraordinary resolution, without any notice thereof at any meeting of the Members.

6.O8 QUORUM. A quorum for the transaction of business at any meeting of Members shall consist of those present in person at any general or special meeting of the Society.

6.09 VOTING- Every member in good standing (whether a person, firm or corporation) in entitled to one (1) vote.

6.10 VOTING PROCEDURE. At all meetings of the Society every question shall be decided by a majority of the votes of the Members present in person unless otherwise required by the by-laws. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolutions. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman is entitled to a casting vote.

 

7.01 DIRECTORS. The affairs of the Society shall be managed by a Board of Directors, each of whom at the time of his/her election and throughout his/her term of office shall be a Member of the Society in good standing.

7.02 ELECTI0N. The Directors shall be elected at the annual general meeting of the Society and shall hold office until their successors have been duly elected or appointed unless removed in the meantime. The election may be a show of hands unless a ballot is demanded.

7.03 REMOVAL. The Members of the Society may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his/her term of office, and may, by a majority of votes cast at that meeting, elect any qualified person in his/her stead for the remainder of his/her term.

7.04 VACANCIES. If any Member of the Board of Directors resigns his/her office, or without reasonable excuse absents himself/herself from three (3) or more Board meetings, or is suspended or expelled from the Society, the Board shall declare his/her office vacated and may appoint a successor in his/her place to hold office until the next annual general meeting.

7.05 REMUNERATION. There shall not be remuneration paid to the Directors and officers of the Society. Expenses incurred by the Directors and Officers on behalf of the Society shall, subject to the approval of the Directors, be paid.

7.06 INDEMNIFICATI0N. Every Director of the Society is deemed to have assumed office on the express agreement and condition that he/she and his/her heirs, executors, administrators and estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Society from and against all costs, charges and expenses which such Director sustains or incurs in or about any action, suit or proceeding which is brought, commenced, or prosecuted against him/her for or in respect of any act, deed, matter or thing made, done or permitted by him/her or any other Director or Directors in or about the execution of the duties of his/her or their office, and also from and against all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs therof except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

 

 

BOARD OF DIRECTORS MEETINGS

8-01 TIME AND PLACE OF MEETINGS. Board meetings may be held at such times and at such places as the Board of Directors from time to time determines. A meeting of the Board may be convened at any time by the President or any two (2) Directors upon written notice to the President or Secretary of the Society, who shall thereafter convene a Director’s meeting as soon as practicable.

8.02 NOTICE. Notice of meetings shall be sent to each Director not less than two (2) clear days before the date of the meeting. Meetings of the Board may be held at any time without formal notice if all the Directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. A Board meeting may also be held without notice, immediately following the annual general meeting of the Society.

8.03 QUORUM. A majority of the Directors constitutes a quorum for the transaction of business.

8.04 VOTING. Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes. In case of an equality of votes the Chairman has a second or casting vote.

8.05 RESOLUTIONS. A declaration by the chairman that a resolution has been carried and an entry to that effect in the minutes is prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. A resolution in writing signed by all the Directors is as valid and effecutal as if it had been passed at a meeting of the Board duly called and constituted.

 

OFFICERS (EXECUTIVE)

9.01 APPOINTMENT- The Board of Directors may from time to time appoint such officers and agents and authorize the employment of such other persons as is deemed necessary to carry out the objects of the Society, and such officers, agents and employees shall have the authority to and shall perform the duties from time to time prescribed to them by the board.

9.02 REMOVAL- All officers, managers agents and employees are subject to removal from office or employment by the Board of Directors at any time with or without cause and with or without notice upon two-thirds (2/3) majority vote of all the Directors.

9.03 PRESIDENT. The President shall, when present, preside at all meetings of the Members of the society and of the Board of Directors. The president shall also be charged with the general management and supervision of the operations of the Society. The President with the Secretary or other Officer appointed by the Board for the purpose shall sign all resolutions and membership certificates, and all other documents requiring their signatures.

9.04 VICE-PRESIDENT. The Vice-President shall perform all the duties of, and shall be subject to the same obligations as the President, whenever the President ceases to hold office for any reason or is prevented from attending to his/her duties, and shall preside at all meetings of the Society or the Board of Directors in the absence of or upon the request of the President.

9-05 TREASURER. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Society in proper books of account and shall deposit all money or other valuables in the name and to the credit of the Society in such banks as may from time to time be designated by the Board of Directors. He/She shall disburse the funds of the Society under the direction of the Board of Directors, taking proper vouchers therefor, and shall render to the Board of Directors at the regular meetings thereof or whenever required of him/her an account of all his/her transactions as Treasurer, and of the financial position of the Society. He/She shall also perform such other duties as may from time to time be determined by the Board of Directors.

9-06 SECRETARY. The secretary shall attend all meetings of the Board of Directors and record all acts and minutes of all proceedings in the books kept for that purpose. He/She shall give all notices required to be given to Members and to Directors. He/She shall be the custodian of the seal of the Society and of all books, papers, records, correspondence, contracts and other documents belonging to the society which he/she shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such a person or persons as may be named in the resolution, and he/she shall perform such other duties as may from time to time be determined by the Board of Directors.

 

10.01 EXECUTION. All documents, including banking papers, on behalf of the Society shall be signed and sealed if necessary by either the President or Vice-president and by the Secretary or Treasurer.

10.02 SEAL. The seal, an impression of which is stamped to this by-law, shall be the corporate seal of the Society.

 

11.01 BOOKS. The Board of Directors shall cause all necessary books and records of the Society required by law and the by-laws of the Society to be regularly and properly kept.

11.02 CONTENTS. The minute books of the Society shall contain a copy of the constitution of the Society, all extraordinary and ordinary resolutions passed, a copy of the by-laws of the Society, and copies or originals of all documents, registers, and resolutions as required by law. The books of the Society shall record all money received and expended by the Society and the matters in respect of which the receipt and expenditure takes place, all revenues and purchases and all assets and liabilities of the Society as well as all other transaction affecting the financial position of the Society.

11-03 INSPECTION. All minutes books and books of account shall at all times be open to inspection by the Directors and the auditor, if any.

11.04 FISCAL YEAR. The fiscal year of the Society shall terminate on the last day of December each year or such other day determined by resolution of the Board. (Note: amended Nov. 15, 1997- see attached))

11-05(a) AUDITORS. The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two (2) Members of the Society elected for that purpose at the annual meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the annual meeting of the Society.

(b) The books and records of the Society may be inspected by any Member of the Society at the annual meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each Member of the Board shall at all times have access to such books and records.

 

12-01 The by-laws may be rescinded, altered or added to by a "Special Resolution" passed by a majority of not less three-fourths (3/4) of Members entitled to vote as are present in person, at a general meeting of which twenty-one (21) days’ written notice specifying the intention to propose the resolution as a special resolution has been duly given.

 

13-01 For the purpose of carrying out its objects, the Society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular, by the issue of debentures, but this power shall be exercised only under the authority of the Soctety and in no case shall debentures be issued without the sanction of any special resolution of the Society.

 

HOME STATS DIAMONDS PLAYOFFS RULES BYLAWS

2001 Playoff Results

Email: caspa@shaw.ca