ByLaws

By-Laws

Here set forth, in numbered clauses, the by-laws providing for the matters referred to in section 6(1) of the Society Act and any other by-laws.

The Constitution and By-Laws are intended to be consistent with Part 1 of the Society Act. Where there is conflict, the Society Act with take Precedence.
If the Constitution and By-Laws and the Society Act are silent on a given issue or procedure, reference will be made to the “Roberts’ Rules or Order”. If clarification or interpretation is required, the Board of Directors, by majority vote, will make that determination.

Article I - Definitions

In these By-Laws, unless the context otherwise requires,

“B.C.A.H.A.” means British Columbia Amateur Hockey Association;
“P.C.A.H.A.” means Pacific Coast Amateur Hockey Association;
“Hockey Canada” means Hockey Canada, the governing body for ice hockey in Canada;
“General meeting” may mena an Annual General Meeting or a Special General Meeting
“AGM” means Annual General Meeting;
“SGM” means Special General Meeting;
“Directors”, “Board, “Board of Directors” or “Board Member” means the Board of Directors of the Abbotsford Female Hockey Association:
“Association” means Abbotsford Female Hockey Association;
“Society Act” means the Society Act of the Province of British Columbia from the time to time in force and all amendments to it;
“Special Resolution” means a resolution passed in a general meeting by a majority of not less than seventy-five percent (75%) of the votes of those members in attendance;
“Ordinary Resolution” means a resolution passed in a general meeting by the members of the Association, in attendance, by a simple majority (50% plus one);
“Registered Address” of a member means his / her address as recorded in the register of members;
“Past President” means only the most recent Past President;
“In Camera” means a meeting or part of a meeting that is open only to Directors;
“Honorary Member” means a Past President or a past Board Member with five or more years of service;
“Proclaimed Member” means an individual acknowledged by the Board as being a member of the Association even though he / she does not have a daughter playing in the Association;
“Associate Board Member” means an individual that has a specific volunteer role within Abbotsford Female Hockey Association and may participate in Board Meetings but has no voting privileges.

Article II - Members

2.1 Players are female ice hockey players of any age participating within the Pacific Coast Amateur Hockey Association structure, where the majority of players reside in the City of Abbotsford or the unorganized territory of Sumas Mountain and no less than 70% of player members must be under the 18 years of age.

2.2 Membership in the Association shall be:

Active Membership:
1. All players under the age of nineteen (19) shall be members, but will not have voting rights, or
2. Players nineteen (19) years of age or older, who are members of a hockey team operated under the auspices of the Association, or
3. The parents or legal guardians of any player, under the age of nineteen (19), who is a member of an Association hockey team, or
4. Those individuals, who do not have daughters registered on a Association team, however by taking an active role either at the individual team level, or within the Association have been “Proclaimed” as members of the board.

Membership in the Association under paragraphs (i), (ii), and (iii) shall continue as members until the next Annual General Meeting provided that they remain in good standing with the Association. Membership under paragraph (iv) shall also continue until the next Annual General Meeting provided that the Proclaimed Member maintains an official and active role in the Association.

Honorary Members are those individuals who have served as President of the Association for at least one full term, or have served on the Board for at least five (5) years. A person may be both an Active and Honorary Member.

2.3 Terms of membership

A Member shall uphold the Constitution, By-Laws and other rules, policies or regulations of the Association.
Application for the membership shall be made to the Association, together with payment of the applicable fee in place at the time.
Application for membership may be declined by the Registrar and President for a number of reasons, including but not limited to:
1. Not being in good standing or being in arrears, and / or
2. Violation of the Code of Conduct, and / or
3. Not acting in the best interests of the Association
A member may be defined as not being in good standing if any of, but not limited to, the following apply:
1. Member is in financial arrears as outlined in Article 2.4 (b):
2. Ruling by the Code of COnduct Committee or Appeals Committee involving the Association’s Code of Conduct Policy;
3. Breaches of the Conflict of Interest policy for Board Members;
4. Willful or deliberate violation of the Constitution and By-Laws.
Applications for membership are not automatic and may be rejected by the Board.

2.4 Termination and / or Suspension of Membership

By providing in writing cancellation of their registration, or in the case of Proclaimed Members their resignation of an active role within a team or the Association, or:
The membership of any Member shall be automatically terminated if such Member fails to pay any outstanding fee within sixty (60) days after it is due, unless a temporary accomodation is made by the Registrar and Treasurer and approved by the President. Such termination shall not prejudice the Member’s right to apply for readmission, or;
A Member may be suspended or expelled for willful violation of the Constitution, By-Laws, policies or for any other serious breach of rules and regulations of the Association, or
A Member may cease to be a Member of the Association upon notification from the Code of Conduct Committee, as outlined in Article VII, or;
The board may, by a resolution passed by a seventy-five percent (75%) majority, terminate any existing membership for just cause.

2.5 Voting Rights

General Meetings - AGM or SGM
1. All members under the age of nineteen (19) years of age are not entitled to a vote
2. For each registrant under the age of nineteen (19) years of age one vote is available to a parent or guardian of the player. This is based on the principle of one player one vote.
3. Under item (ii) above, one family is limited to one vote. For example, if a family has three players, under the age of nineteen (19), that family would be entitled to cast one vote.
4. Registered players, nineteen (19) years of age or older, are entitled to one vote.
5. Honorary Members, as defined in Article 2.2(b), are entitled to one vote.
6. Proclaimed Members, as defined in Article 2.2(a)(iv), are entitled to one vote.
Board Meetings
1. All directors, except for the President, are entitled to one vote.
2. The President will only cast a vote in the event of a tie.
3. Associate Board Members, Proclaimed Members and Honorary Members or other Association Members are not entitled to a vote
4. Directors holding two or more Board positions are entitled to only one vote.
5. Where both parents / guardians of a registered player in the Association hold a Board position, each is entitled to one vote.
6. Proxy votes by Board Members for Board meetings will not be entertained.

Article III - Board of Directors

General

3.1 The Board shall comprise between five (5) and fifteen (15) directors, including the President. The following provisions shall apply to the election of Directors:

The first Board shall consist of fifteen (15) directors.
Of the founding Directors, the President, Treasurer, Registrar, and four (4) non-titled Directors shall hold office for a term of two (2) years subject to renewal after the first year, and the Vice-President, Secretary, Head Coach, and five (5) non-titled Directors shall hold office for a term of one (1) year.
At the first Annual General Meeting and at every alternating Annual General Meeting thereafter, elections shall be held for up to eight (8) persons as Director.
At the second Annual General Meeting and at every alternating Annual General Meeting thereafter, elections shall be held for up to (7) persons as Director.
Normally the term of the appointment for Directors shall be for two (2) years and appointments shall be staggered to ensure continuity.
At each Annual General Meeting, the continuing Directors shall be confirmed.
There shall be no limit on the number of times a person may be re-elected as a Director.
The President shall be elected annually by the Members at the Annual General Meeting.

3.2 The president shall assign titles of responsibility to all other directors no later than the first board meeting following each Annual General Meeting. Titles of responsibility may include, but not limited to, the following:

Past President

Head Coach

Vice-President

Director of Managers

Secretary

Referee-in-Chief

Treasurer

Risk Manager

Registrar

Tournament Director

3.3 The President shall not concurrently hold the position of Treasurer.

3.4 The general duties and responsibilities of Board Members, as identified in Article 3.2 are described below. Each season the specific duties and responsibilities will be reviewed and updated by the Board. Detailed description of Board positions, including necessary qualifications, if applicable, and expectations will be clearly defined in Abbotsford Female Hockey Association Policy and posted on it’s website if possible.

President

- Responsible for the coordination, supervision and completion of all activities of the Association in accordance with the policies of the Association.
- Prepare the agenda, call, preside and chair all meetings of the Association and to perform all such functions as usually pertain to this office.
- Represent the Association at P.C.A.H.A. and B.C.A.H.A. meetings.
- Shall be a signing officer of the Association.

Past President

- Will assist and provide advice to the President in his / her duties.
- Perform such duties as delegated by the Board.
- Chair of the Nomination Committee

Vice-President

- Act in the absence of the President and shall have all the powers to perform all of the duties of the President.
- Signing officer of the Association.

Secretary

- Record, preserve and custody of the Minutes of all meetings.
- Responsibility for all correspondence on behalf of the Association.
- Take care of social aspects of the Association with regards to cards and flowers
- Maintain custody of all records and documents the Association and submit the appropriate filings for the Registrar of Companies pursuant to the requirements of the Society Act.

Treasurer

- Chair of Finance Committee - prepare an Annual Operating Budget
- Pay all accounts on approval of the board.
- Maintain full and accurate financial records, including books of account, as are necessary to comply with the Society Act, receive all monies due to the Association and shall be responsible for their safekeeping.
- Maintain appropriate records of all bills approved by the membership at regular meetings.
- Submit filings to the Registrar of Companies pursuant to the requirement of funds
- Prepare an annual report detailing the financial situation of the Association and ensure that any other financial reports, which the Board of Directors require, are prepared and presented.
- Signing officer of the Association.

Registrar

- Responsible for the proper registration and insurance of all team officials and players.
- Interact as required with P.C.A.H.A. with respect to player registration.
- Responsible for proper “Carding” of teams within B.C.A.H.A.
- Ensure that proper paperwork is completed for players transferring in or out of the Association.

Head Coach

- Responsible for reviewing all applications and selecting Coaches. Such selections must be ratified by the Board.
- Monitor all teams to ensure that Association coaching standards and objectives are being met.
- Be aware of and inform coaches of B.C.A.H.A. coaching clinic dates and provide direction as it pertains to clinics, tools, etc.
- Be aware of coaching certification deadlines and relay this to relevant team members. Ensures that all Coaches and Assistant Coaches hold or acquire the appropriate accreditation.
- Provide direction as it pertains to clinics, tools, etc.
- Provide assistance to team coaches as required or requested.
- Coordinate with Risk Manager to ensure all safety and harassment policies are adhered to.

Director of Team Managers

- Provide support, awareness and direction for Team Managers.
- Monitor all teams to ensure that Association standards and objectives are being met. Provide direction as it pertains to clinics, tools, etc.
- Ensure that the Team Managers are selected within two weeks of the teams being finalized.
- Arrange Team Managers meeting periodically, but no less than an initial meeting in September and every two months thereafter.
- Place significant focus on the social aspect, ensuring that the players are having fun.

Referee-in-Chief

- Responsible for the administration / refereeing of all Association games.
- Coordinate closely with the Ice Scheduler, Team Managers, P.C.A.H.A., and Referee Scheduler, as applicable.
- Coordinate / organize Referee Clinics for Association members intended to certify referees
- Provide effective and proactive training, feedback and mentoring of Association referees with the focus to develop.

Risk Manager

- Responsible for all aspects of safety, harassment and player well being.
- Ensure each team is supplied with a First Aid kit (in coordination with Equipment Manager).
- In concert with Team Managers, ensure that all players complete a medical form.
- Chair, Code of Conduct Committee.
- Be aware of Speak out Clinic and HCSP Clinic dates and relay this information to relevant team members. Ensure all bench staff have Speak out and at least one has HCSP certification before the deadline dates.

Tournament Director

- Coordinate all aspects of tournaments including but not limited to registrations, schedules, administration, tournament program, advertisers and sponsors.
- Establish a Tournament Committee
- Prepare a budget that will be presented to and approved by the Board of Directors.
- Maintain a seperate account for the tournament and will have the signing authority for that account.
- A final financial detailed statement will be provided to the Treasurer, President and the Board by no later than the April Board Meeting.

3.5 All Directors, except for the President, are entitled to one vote. The President will only vote in the event of a tie.

3.6 The Association will encourage “Associate Board” positions. Roles may include such positions as the Board shall consider advisable for the smooth and efficient operation of the Association. Such members may, at the discretion of the Board, be invited to participate at Board Meetings except in a voting capacity.

3.7 A Member that has a business relationship with the Association in which he / she is remunerated such as website development, hockey camps and similar, cannot stand for election to the Board. This does not disqualify the individual to apply for any “Associate Board” positions.

3.8 Board Members, as volunteers, cannot accept remuneration as part of their duties within the Association.

3.9 Proclaimed and Honorary Members, in good standing with the Association, may hold a Board Position or may volunteer in an “Associate Board Member” capacity.

3.10 Members who have resigned from the board during the previous season, without having fulfilled their one year commitment, may only have their nomination accepted if three-quarters (75%) of the membership approves such a nomination.

3.11 No rule made by the Association in a General Meeting invalidates a prior act of the Directors that would have been valid if that rule had not been made.

3.12 The President, Vice-President and Registrar must be residents of the City of Abbotsford or the unorganized territory of Sumas Mountain.

3.13 Notwithstanding provision 3.12, a maximum of two (2) board members may reside outside the City of Abbotsford or the unorganized Territory of Sumas Mountain.

Nomination Process

3.14 Nominations for President and Vice-President may only be accepted for Members who have served as board Members on at least one of the previous two years.

3.15 Upon Notice of the AGM, interested Members must provide to the President, or a Nomination Committee chaired by the Past-President, if such is established, written notification of their intent to seek a position on the Board. Unless otherwise desired by the nominee, the name will remain confidential until the close of nominations.

3.16 Nominations will close seven (7) days prior to the AGM unless otherwise approved by the President or the Nomination Committee.

3.17 Nominations for vacant positions, those for which have not been received, may be accepted at the AGM.

Election Process

3.18 In the event that only one nomination is received for a given position, the election will be by a show of hands. In the case of multiple nominations for a given position, a secret ballot will be undertaken with the two Board Members, preferably including the Secretary, being responsible for the tabulation and announcement of votes.

3.19 Voting Members are defined under By-Law Article 2.5

3.20 There is no Provision for Proxy or Prerecorded voting.

3.21 Any Board vacancy after the AGM may be filled and approved by a simple majority vote of the Board.

3.22 The chair of the meeting shall only vote in the event of a tie.

3.23 The term of office shall commence in June of each year.

3.24 Any elected member of the Association may serve on the Board for as many years as he / she is elected to a position, but no person may hold any one position for more than four consecutive years.

3.25 The Past President may, at his / her option, hold that office for one year.

Conflict of Interest

3.26 Refers to a situation when someone, such as a Board Member, has competing personal obligations or personal or financial interests that would make it difficult to fulfill his / her duties fairly. It is recognized that the only truly effective safeguard against conflicts of interest situations is the integrity of the Board Member.

3.27

Conflict of interest includes situations that may, amongst others, arise from:
1. Where Board Member’s private affairs or financial interests are in conflict with their Board responsibilities and obligations or result in a perception that a conflict exists.
2. Which could impair or appear to impair the Board Member’s abilities to act in the Association’s best interest.
3. Where the Board Member’s actions would compromise or undermine trust which the membership places in the individual.
4. Favoring outside interests, such as another association, to the detriment of our Association.
5. Use for personal gain or other unauthorized use of privileged information acquired in connection with the Member’s activities.

Every Director shall adhere to the following code of conduct principles:
1. Act honestly and in good faith and in the best interests of the whole Association.
2. Exercise the care, diligence and the skill of a reasonable prudent person.
3. Not communicate confidential information to anyone not entitled to receive this information.
4. Never act out of self interest. Members must not solely look from the perspective of the team they are associated with.
5. Avoid situations that could cause any person to believe that he or she may have brought bias or partiality to a question before the Board.

3.28 Board members have a responsibility to disclose any direct or indirect conflicts of interest. Board members must avoid even the perception of a conflict of interest. If a member is in doubt as to whether or not a conflict exists or could exist, he or she shall seek advice from the Board or of a person designated by the Board forwith.

3.29 Board Members shall declare any real or potential conflict of interest regarding a Board agenda item and shall remove themselves from the room prior to discussion of the matter. He / she shall neither vote on the item nor attempt to influence the voting of other Board Members in any question in respect to the matter.

3.30 Failure by Board Members to adhere to the principles and procedures outlined in By-Law Articles 3.27, 3.28 and 3.29 will be reviewed by the Board, with the exclusion of the individual in question, on a case by case basis. Concerns or complaints by the Associations membership regarding a Board Member must be undertaken in writing.

3.31 Where it is determined by a 65% majority of the Board that a conflict of interest exists, action such as reprimand, censure, or removal from the Board may ensue. This is determined on a case by case basis and would take into account the nature and severity of the infraction.

Article IV - Board Meetings

4.1 Board meetings are typically held at least once a month at a time and place prescribed by the President. Such meetings are typically open to all Members. However, a portion of the meeting or even the entire meeting may be held “in camera” if deemed appropriate by a majority of the Board.

4.2 A meeting, or part of a meeting, of the Board of Directors may be held “in camera” where intimate financial or matters of a personal nature of any person may be disclosed at the meeting. The desirability of avoiding open discussion of such discussion thereof outweighs the desirability of adhering to the principle that the meeting be open to all Members. The proceedings at an “in camera” meeting must be kept in strict confidence and do not form part of the regular minutes. Normally only Board Members may attend “in camera” sessions. However, other individuals may be invited at the discretion of the Board.

4.3 Members are invited to attend Board Meetings to raise and discuss specific issues provided that such items are placed on the agenda in advance. It is inappropriate for general Members to attend and fully participate in other unrelated agenda items.

4.4 Associate Board Members are invited to fully participate in all Board discussions, except those held “in camera”

4.5 A quorum shall consist of three (3) Board Members excluding the president.

4.6 All board Members will be notified of all Board Meetings, including those called in short order.

4.7 Notice of Board Meetings to the membership, indicating the time and place shall be posted on the Association website, if applicable, at least seven (7) days in advance of the meeting, except for special or emergency meetings that may be called in short order.

4.8 The accidental omission to give notice or any irregularity in the notice for any regular or special Board Meeting or the non-receipt by any Member shall not invalidate any resolution passed or any proceedings taken at any meeting of Members.

4.9 The minutes of the Board Meeting are prepared and held by the Association’s Secretary.

4.10 Approved Minutes are available to all the Members upon request to the Secretary.

4.11 The President may, at any time, take a mail, telephone, fax, or email pool or vote of the Directors on any urgent matter. The results would be binding.

4.12 If a Board Member is absent from three (3) or more consecutive regularly scheduled Board meetings, termination from the Board would result, unless a majority of the Board deems the circumstances to be extenuating.

Article V - Annual General Meeting

5.1 The Association shall hold an Annual General Meeting of its Members, on a date and location to be approved by the Board by a resolution. Notice of such meeting, including the time and location, shall be posted on the Association website, if applicable, as well as prominent locations at the Matsqui Recreation Centre, MSA Arena and Abbotsford Recreation Centre, at least thirty (30) days in advance.

5.2 The Annual General Meeting agenda will include, but be limited to:

Annual Reports by the Various Directors for the previous year;
A Financial Statement of the Association.
Presentation and approval of the Financial Budget for the subsequent year;
Election of the entire slate of the Board of Directors, including the President.

5.3 The meeting will be chaired by the President, and if absent, the Vice-President, Past President or another Board Member designated by the President.

5.4 A quorum for the Annual General Meeting or a Special General Meeting shall require a minimum 5% of the membership or 10 members in good standing, whichever is greater.

5.5 Unless a quorum is present at a General Meeting (AGM or SGM), no business other than the adjournment and termination of the meeting shall be conducted.

5.6 In the event that sufficient Members, in good standing, are not present at a General Meeting within one half hour from the appointed time for the meeting, it shall stand adjourned for two weeks and shall then be advertised on the Association website and posted within the Abbotsford Ice Arenas.

5.7 A Special Annual Meeting may be called if necessary to deal with issues of an extraordinary nature. The membership will be given at least thirty (30) days advance notice, unless the nature of the meeting is of an urgent or emergency nature and such notice is deemed by the Board not to be practical. A Board resolution is required to announce such a special General Meeting.

5.8 The minutes of the Board Meeting are prepared and held by the Association’s Secretary,

Article VI - Rules and Policies

6.1 All Rules and Policies as enacted and approved by the Board, from time to time, will be posted on the website.

6.2 The Association will ensure that it has Code of Conduct policies and they are communicated to the Members.

Article VII - Member Conduct and Appeals

7.1 The Association will establish, as required, a Code of Conduct Committee that shall consist of three members:

Risk Manager (Chair)
Vice President or an alternate Board Member
An Association member who is not a Board Member and is independent of the issue.

7.2 All Members of the Code of Conduct Committee shall fully abide by the Conflict of Interest provisions in By-Law Article III.

7.3 The President shall not serve on the Code of Conduct Committee.

7.4 The Code of Conduct Committee shall only investigate and / or respond to complaints that are submitted in writing to the President and / or Risk Manager.

7.5 The Code of Conduct Committee may exonerate, censure, suspend, expel or ask for the resignation of the subject of the complaint.

7.6 The Risk Manager shall apprise in writing the decision of the Committee to the parties involved.

7.7 The subject of the complaint or complainant may appeal a ruling by the Code of Conduct Committee, provided that:

The Code of Conduct hearing was held with the full involvement of the Complainant and a decision in writing was presented to the Complainant with a copy to the President.
Any appeal to the “Appeals Committee” must be in writing, outlining all particulars pertaining to the case, must indicate the reason for the appeal, and must be accompanied by a $75.00 fee payable to the Association. If the ruling of the Code of Conduct Committee is affirmed by the Appeals Committee the Appeals fee will be retained by the Association. In all other cases the appeals Fee will be refunded.
Every effort will be made to hear the appeal within thirty (30) days of receipt of the letter.
The ruling of the Appeals Committee is final.

7.8 The Appeals Committee shall be chaired by the President and shall consist of two other Association Members, appointed by the President, and who have had no other prior involvement with the complaint or issue. The Appeals Committee must adhere to the Conflict of Interest provisions as outlined in By-Law Article III.

Article VIII - Finances

8.1 The fiscal year of the Association shall be from May 1 to April 30.

8.2 The finances of the Association shall be under the control of the Board or Directors.

8.3 A current operating account shall be maintained in a Canadian Chartered Bank or financial institution as approved by the Board.

8.4 The Treasurer shall endeavor to present a financial report to all Board Meetings.

8.5 The Board of Directors shall not have the power to borrow monies. A special resolution approved at an AGM or SGM is required and even then would be subject to provisions of the Society Act.

8.6 At the Annual General Meeting of the Association, Members in good standing shall be provided with a Balance Sheet, Income Statement and an annual budget for the upcoming year.

8.7 The book of account, records and minutes of the Association shall be retained by the Association and shall be open for inspection upon request by the Members during such time as the Board of Directors shall designate.

8.8 Directors with signing authority for the Association shall be the President, Treasurer, Vice-President and Registrar and such Directors as may be authorized by the Board.

8.9 All cheques written and funds released by the Association will require the signatures of two Directors with signing authority. The two signatories cannot be related.

8.10 As per By-Law Article 3.3, the President shall not concurrently hold the position of Treasurer.

Article IX - Constitutional and By-Law Amendments

9.1 Any amendments to any provisions or any additions to the Constitution and / or Bylaws require the following:

Special Resolution at an AGM or Special General Meeting
Passed by three-quarters (75%) of the voting members present, and
Approved by the Registrar of the Society Act of British Columbia.

9.2 Proposed amendments to the Constitution and / or By-Laws must be received by the Secretary of the Association no later than fourteen (14) days prior to the Annual General Meeting or the Special General Meeting.

DATED at the City of Abbotsford, in the Province of British Columbia, this 6th day of December, 2006.