(as amended in March 2000)
1. In these by-laws unless there be something in the subject or context inconsistent therewith,
(a) "Society" means VALLEY DISTRICT SOCCER ASSOCIATION
(b) "Registrar" means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
(c) "Special resolution" means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
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MEMBERSHIP
2. The following shall be admitted to membership of the Society:
(a) Clubs representing groups of teams in specific geographic areas of the district which have at least one hundred (100) registered players. This requirement to have at least one hundred (100) members shall not be applied to Hantsport and Gaspereau.
(b) The organization representing registered match officials in the area.
3. For the purpose of registration, the number of members of the Society is unlimited.
4. Every member of the Society shall have one (1) vote at every general meeting and every meeting of the Board of Directors. At the Annual General Meeting they shall have one (1) vote for every one hundred (100) players or part thereof.
5. Membership in the Society shall not be transferable.
6. No formal admission to membership shall be required and the entry into the registry of Members by the Secretary of the name and address of any organization shall constitute an admission to membership in the Society
7. Membership of the Society shall cease upon failure to comply with membership requirements, by resigning their membership in writing to the Society or by ceasing to qualify for membership in accordance with these by-laws.
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FISCAL YEAR
8. The fiscal year of the Society shall be the period from January 1 in any year to December 31 of that year.
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MEETINGS
9. (a) The Annual General Meeting of the Society shall be held within two (2) months after the end of each fiscal year of the Society .
(b) An Extraordinary General Meeting of the Society may be called by the President at any time. An Extraordinary General Meeting shall be called by the Board of Directors if requested in writing by at least twenty-five per cent (25%) of the members of the Society.
10. Three days notice of a meeting, specifying the place, day and hour of the meeting, and, in the case of special business, the nature of such business, shall be given to members. Notice shall be given in writing in a prepaid letter addressed to each member at the last known address of said member. Any notice shall be deemed to have been given at the time when the letter containing the same would be delivered in the ordinary course of mail. In proving such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed at the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
11. At the Annual General Meeting of the Society , the following items of business shall be dealt with and shall be deemed to be the ordinary business:
Minutes of preceding general meeting;
Consideration of the annual reports of the executive members;
Consideration of the financial statements, including the balance sheet and financial statement and the report of the auditors thereon;
Election of executive members for the ensuing year;
Appointment of auditors.
All other business transacted at the Annual General Meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an Extraordinary General Meeting of the Society .
12. No business shall be transacted at any general meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of a minimum of fifty percent (50%) plus one.
13. If within ten (10) minutes from the time appointed for the general meeting a quorum of members is not present the general meeting, if convened upon the request of members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a general meeting of the members then present shall direct and if at such adjourned general meeting a quorum of members is not present, it shall be adjourned sine die.
14. (a) The President of the Society shall preside as President at every general meeting of the Society , at every meeting of the Executive Committee and at every meeting of the Board of Directors.
(b) If there is no President, or if at any meeting he is not present, the Vice-President shall preside.
(c) If there is no President or Vice-President, or if neither the President nor the Vice- President is present, the members present shall choose someone of their number to preside.
15. The President shall have no vote except in the case of an equality of votes. In the case of an equality of votes, the President shall have the casting vote. 16 The President may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to members in the proper way.
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BOARD OF DIRECTORS
17. Every registered club in good standing shall appoint one representative to the Board of Directors. The local organization representing registered match officials in the area shall appoint one representative to the Board of Directors.
18. Meetings of the Board of Directors shall be held as often as the business of the Society may require. A meeting of Directors may be held at the close of every ordinary meeting or annual general meeting of the Society without notice. Notice of all other meetings of the Board of Directors, specifying the time and the place thereof, shall be given either orally or in writing to each Director within a reasonable time before the meeting is to take place, but non-receipt of such notice in writing shall not invalidate the proceedings at any meeting of the Board of Directors.
19. No business shall be transacted at any meeting of the Board of Directors unless a quorum of Directors is present at the commencement of such business and such quorum shall consist of a minimum of twenty-five percent (25%) of the Directors.
20. The President or, in his absence the Vice-President or, in the absence of both of them, any director chosen from among those present, shall preside at meetings of the Board of Directors.
21. The direction of the activities of the Society shall be vested in the Directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the Directors shall have the power to engage a coordinator and determine said coordinator's duties and responsibilities and remuneration.
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EXECUTIVE COMMITTEE
22. The Executive Committee shall manage the affairs of the Society subject to the policies established by the Board of Directors. The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, Registrar, Competitions Coordinator, Technical Coordinator and a representative from the local organization representing registered match officials in the area. Executive Members shall be elected at the Annual General meeting of the Society or such other General Meeting of the Society as is deemed necessary to carry out the business of the Society, and shall serve for two years. The following shall be elected in even numbered years: President, Secretary, Competitions Coordinator and Technical Coordinator. The following shall be elected in odd numbered years : Vice-President, Treasurer, Registrar and the representative of the referees. Executive members may offer for re-election. Executive Members shall have no vote at general meetings with the exception of the President who shall have a casting vote in the case of an equality of votes.
23. The Vice-President shall, at the request of the Board and subject to its directions, perform the duties of the President during the absence, illness, or incapacity of the President.
24. (a) There shall be a Secretary of the Society who shall keep the minutes of the meetings and perform such other duties as may be assigned by the Board.
(b) The Directors may appoint a temporary substitute for the Secretary who shall, for the purpose of these by-laws, be deemed to be, the Secretary .
(c) In the event of the resignation of an Executive Committee member during his term of office or in the event of a position on the Executive Committee being held vacant at the Annual General Meeting, a substitute may be elected to this position at a subsequent General Meeting of the Society who will then serve the remainder of the two year term in accordance with these by-laws.
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AUDIT OF ACCOUNTS
25. The auditor of the Society shall be appointed annually by the Board of Directors at the Annual General Meeting and, on failure of the members to appoint an auditor, the Executive Committee may do so.
26. The Executive Committee shall make a written report to the Board of Directors as to the financial position of the Society and the report shall contain a balance sheet and financial statement. The auditors shall make a written report to the Board of Directors and shall state whether, in their opinion, the balance sheet and financial statement give a true account of the Society's affairs, and such report shall be read at the Annual General Meeting. Copies of the balance sheet, financial statement and auditor's report shall be filed with the Registrar within fourteen (14) days after the Annual General Meeting each year, as required by law.
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MISCELLANEOUS
27. The Society has the power to repeal or amend these by-laws by a special resolution passed in the manner prescribed by law
28. The Society shall file with the Registrar with its Annual Statement a list of Directors with their addresses, occupations and dates of appointment or election, and within fourteen (14) days of a change of Directors, notify the Registrar of such change.
29. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen (14) days after such resolution is passed.
30. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
31. Preparations of minutes, custody of books and records, and custody of the minutes of all meetings of the Society and the Board of Directors shall be the responsibility of the Secretary.
32. The books and records of the Society may be inspected by any member at any reasonable time within two (2) days prior to the Annual General Meeting at the registered office of the Society.
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