Official Bylaws of the Saskatoon Ultimate Disc-Sport Society

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1 *Proposed amendments are highlighted and bolded. Proposed removals are struck through.* Proposed amendment by Member Dean Schmidt made in light red Proposed amendments by President Daniel McLaren made in yellow Proposed amendments by VP Communications Devin Hyde made in light blue Proposed amendments by VP Leagues Kevin Baribeau made in light green Official Bylaws of the Saskatoon Ultimate Disc-Sport Society Table of Contents Bylaw 1 The Society... 2 Bylaw 2 Financial... 8 Bylaw 3 Duties and Responsibilities Appendix PREAMBLE The Bylaws of SUDS provide the specific governance for the structure and procedures of SUDS. These bylaws include but are not limited to procedures regarding financial practices, duties of officials, and election procedures. Original Version: 2002 Revised Version: 02/11/2018

2 Bylaw 1 The Society Article 3 Identity Statement 3.1 We (the Saskatoon Ultimate Disc-Sport Society) advance our mission by providing a quality disc-sport experience with a primary focus on community through ultimate. We seek to achieve a community based on Spirit of the Game TM by serving the disc-sport community in Saskatoon and area. We accomplish this by offering leagues, tournaments, events, development, and outreach. We emphasize the vital connection of Spirit of the Game TM to a healthy community and sport. We are sustainable through our relationships with our volunteers, members, and stakeholders who are invested in our success; financially and otherwise. Article 5 Registered Office 5.1 Saskatoon Ultimate Disc-Sport Society Inc. C/O The Two Twenty th Street West Saskatoon SK S7M 0W th Street West Saskatoon SK S7M 0W9 Article 8 Board of Directors 8.1 The administration of the Society will be made up of Board of Directors who in turn will manage the Society. This shall be comprised of a minimum of three to a maximum of ten. The Board of Directors may include ex-officio representation from time to time as appropriate and agreed to by the Board. Note: the number of Directors is set forth in the Articles of Incorporation for SUDS and may only be changed by amending the Articles. Amendment of the Articles may not be done by the Board of Directors, but must be put forward as a Special Resolution at a meeting of the members (Saskatchewan Non-Profit Corporations Act 1995, Section 161, subsection 1, item g). A Special Resolution must be passed by a two-thirds majority of members voting on the resolution. 8.2 All directors shall be Saskatchewan residents. 8.3 All directors shall be members of the corporation. 8.4 A person is disqualified from being a director if: a) they are less than 18 years of age; b) they have been found of unsound mind by a court in Canada or elsewhere; c) they are not an individual; d) they have the status of bankrupt (Saskatchewan Non-Profit

3 Corporations Act 1995, Section 92, subsection 1). 8.5 Elections for the following positions on the SUDS Board of Directors shall take place at the Annual General Meeting: a) President; b) Vice-President Leagues; c) Vice-President Finance; d) Vice-President Communication; e) Vice-President Events; f) Vice-President Development; g) Vice-President Growth and Promotions; h) up to three Member at Large positions; 8.6 The General Meeting Portfolio Manager shall seek, through notice to the membership, and through consultation with the members, qualified candidates for each of the positions. Nominations will also be accepted from the floor at the Annual General Meeting. 8.7 All candidates will be given an opportunity to address the SUDS membership at the Annual General Meeting, outlining his/her election platform. The General Meeting Portfolio Manager shall plan, advertise and mediate this forum. 8.8 Directors shall be elected for a term of one (1) year, and may be re-elected by the membership at the end of their term. 8.9 The office of Director shall be automatically vacated: a) upon death; b) when the person ceases to be a resident of Saskatchewan; c) when the person is found of unsound mind; d) when the person submits a bona fide letter of resignation to the Board; e) when the person without satisfactory justification is absent from three (3) Board meetings in a fiscal year of SUDS; f) when the Voting Members by ordinary resolution vote at a special meeting of Members vote to remove a person as director; 8.10 If any vacancy shall occur for any reason contained in this paragraph, the Board, by majority vote, may, by appointment, fill the vacancy. The term of the person appointed to fill a position shall expire at the same time as the term of the vacancy being filled The Board of Directors shall have the power to administer the affairs of the Society, and shall have the power to authorize the expenditures All directors shall act honestly and in good faith as well as in the best

4 interests of the Society No director shall be remunerated for their services, but shall be reimbursed for all expenses necessarily and reasonably incurred while engaged in the affairs of the Society. Note: SUDS Articles of Incorporation specify that Directors cannot be remunerated for their services. This bylaw cannot be changed without amending the Articles of Incorporation. Amendment of the Articles may not be done by the Board of Directors, but must be put forward as a Special Resolution at a meeting of the members (Saskatchewan Non-Profit Corporations Act 1995, Section 161, subsection 1, item g). A Special Resolution must be passed by a two-thirds majority of members voting on the resolution The Board may appoint committees from time to time to perform such duties as the Board maintains are required The Board shall be responsible to set policy and establish guidelines and limitations to manage the affairs of SUDS Each Director shall have one vote on any resolution arising at any meeting of the Board A majority of the Votes shall decide the resolution. In the event of a tie vote the President will prevail Those Directors present at a meeting of the Board shall constitute a quorum, which is 50% plus one No error or omission in giving notice of any meeting of the Board or any adjournment of a meeting of the Board shall invalidate any meeting or make void any proceeding taken thereat Directors may, at any time, waive notice of any meeting and may ratify, approve and confirm proceedings taken or had thereat A minimum of two members of the Board of Directors must have been members of a previous SUDS Board of Directors No SUDS member, barring extenuating circumstances, shall hold a specific board position for more than 3 consecutive terms. Bylaw 2 Financial ~ No Proposed Amendments ~

5 Bylaw 3 Duties and Responsibilities Article 7 Disc Golf Portfolio 7.1 The role of the Disc Golf Portfolio Manager is to communicate with the City of Saskatoon concerning issues with the SUDS Disc Golf Course(s) in Saskatoon and discuss any options concerning Disc Golf with any interested parties; 7.2 Duties and responsibilities of the Disc Golf Portfolio shall include the following: a) ensure the Disc Golf Park(s) is/are maintained in exceptional condition regarding the condition of the baskets and tee off boxes if applicable; b) maintain relations with the corresponding City of Saskatoon official responsible for the overseeing of parks maintenance or management; c) make efforts to enhance the current disc golf parks or establish new parks as determined by the SUDS BOD; d) maintain communication between SUDS and other Disc Golf stakeholders; e) Report all activities and decisions to the Vice-President Field Initiatives President. Section III Leagues Article 8 Vice-President Leagues 8.1 The role of the Vice-President Leagues is to administer the league affairs of SUDS. 8.2 Duties and responsibilities of the Vice-President Leagues shall include the following: a) act as President upon the demise, removal or resignation of the President, until such a time as a new President is selected; b) act as Vice Chairperson of the Board of Directors; c) foster professional relationships with the City of Saskatoon, University of Saskatoon Saskatchewan, and School Boards; d) act as the official liaison to all recognized ultimate teams/clubs; e) be responsible for the spirit building of SUDS; f) oversee the activities of the League, Fields, Spirit of the Game TM, Rules, and Complaints Portfolio Managers;

6 g) Report all activities and decisions to the President of SUDS. Article 9 League Portfolio 9.1 The role of the League Portfolio Manager is to organize, manage, and coordinate SUDS leagues. 9.2 Duties and responsibilities regarding the League Portfolio must include; a) promotion of a SUDS League to the community at large; b) be responsible for registering all parties interested in participating in a SUDS League; c) be responsible for facilitating the Captains Meeting for a SUDS League; d) producing all relevant information and equipment for captains of every team registered in a SUDS League; e) working with the Website Portfolio Manager to compile pertinent contact and other necessary information needed for membership insurance and demographic purposes; f) be responsible for scheduling and implementation of SUDS sanctioned games within the period of the League; g) be responsible for administering playoffs; h) coordinate with the Spirit of the Game TM, Rules, and/or Complaints Portfolio Managers, and/or upon any reported incidents relating to either portfolio; i) report all activities and decisions to the Vice-President Leagues. ~ Propose to Move Article 10 after Article 28 and renumber appropriately~ Article 10 Spirit of the Game Portfolio The role of the Spirit of the Game TM Portfolio Manager is to maintain the spirit of the game for SUDS Duties and responsibilities of the Spirit of the Game Portfolio shall include the following: a) be responsible for the communication between parties involved in any disputes regarding Spirit of the Game TM as is defined in the 11th Edition USA Ultimate rules;

7 b) required to work with the League Portfolio Managers to resolve any issues that arise within one week of the incident being reported; c) report the case of the involved parties to the Board of Directors and communicate their decision to only the parties involved; d) report all activities and decisions to the Vice-President Leagues Growth & Promotion. Article 17 Vice-President Communications 17.1 The role of the Vice-President Communications is to oversee and direct all communications of SUDS Duties and responsibilities of the Vice-President Communications shall include the following: a) act as third Vice Chairperson of the Board of Directors; b) represent SUDS to outside Board of Directors and individuals, in association with the President; c) foster professional relationships with industry, government, professional societies, and all other external relations of SUDS outside the membership of SUDS d) maintain communication with the Ultimate Canada and the Saskatchewan Ultimate Players Association (SUPA); e) coordinate with the portfolios beneath the Vice-President Communications in making modifications to the SUDS website and any other form of communication utilized; f) be responsible for the maintenance of the SUDS Bylaws; g) responsible for working with the Website Portfolio Manager to have approved minutes posted within two weeks of the approval of any board of directors meeting or pertinent meetings relating to the business of SUDS; h) overseeing the activities of the Website, and Media Relations Portfolio Managers; i) maintains SUDS membership database as well as any external contacts pertinent to SUDS operations; j) Report all activities and decisions to the President of SUDS.

8 Section VI Events Article 21 Disc Odyssey Portfolio 21.1 The role of the Disc Odyssey Portfolio Manager is to plan all aspects of Disc Odyssey Duties and responsibilities of the Disc Odyssey Portfolio shall include the following: a) work with the Vice-President Communications and/or appropriate Portfolio Manager to promote Disc Odyssey; b) work with the Fields Portfolio Manager Executive Director to ensure suitable field space is obtained; c) designate a tournament director (not playing in Disc Odyssey) to run tournament activities during the tournament, this position is open to a contract; d) prepare a list of all items and resources needed to run Disc Odyssey successfully and present to Vice-President Events and the BOD for evaluation; e) help prepare budget with Vice-President Events; f) write a report summary on all actions taken, contacts made, positive and negative highlights and any other pertinent information for presentation to the SUDS BOD; g) report all activities and decisions to the Vice-President Events. Article 22 Small Tournaments Portfolio 22.1 The role of the Small Tournaments Portfolio Manager is to plan all aspects of any additional SUDS sanctioned tournaments Duties and responsibilities of the Small Tournaments Portfolio shall include the following: a) prepare a list of all items and resources needed to run the proposed tournament successfully and present to Vice-President Events and the BOD for evaluation; b) work with the Vice-President Communications and/or appropriate Portfolio Manager to promote tournament;

9 c) work with the Fields Portfolio Manager Executive Director to ensure suitable field space is obtained; d) designate a tournament director to run tournament activities during the tournament; e) help prepare budget with Vice-President Events; f) report all activities and decisions to the Vice-President Events. Section VII Development Article 24 Junior League Portfolio 24.1 The role of the Junior League Portfolio Manager is to implement an organized league for the sport of ultimate to be played by youths Duties and responsibilities of the Junior League Portfolio shall include the following: a) promotion of SUDS Junior League to the community at large; b) be responsible for registering all parties interested in participating in SUDS Junior League; c) be responsible for enrolling volunteers to help coach and oversee games; d) ensuring all volunteers produce a background check done by the City of Saskatoon Police Department; e) producing all relevant information and equipment for captains of every team registered in the SUDS Junior League; f) working with the Website Portfolio Manager to compile pertinent contact and other necessary information needed for membership insurance and demographic purposes; g) be responsible for scheduling and implementation of SUDS sanctioned games within the period of the Junior League; h) be responsible for administering playoffs to all Junior League divisions; i) coordinate with the Spirit of the Game TM, Rules, and/or Complaints Portfolio Managers upon any reported incidents relating to either portfolio; j) coordinate with the Bookkeeping Portfolio Manager for the collection of fees;

10 k) report all activities and decisions to the Vice-President Development. Article 25 Education Portfolio 25.1 The role of the Education Portfolio Manager is to prepare and update ultimate-based media for education, promotion, and membership needs 25.2 Duties and responsibilities of the Education Portfolio shall include the following: a) collect materials valued as instructional, promotional and entertainment-based; b) provide educational materials to SUDS BOD s, Membership and Portfolio Managers upon request, keeping an inventory log and ensuring the material is returned within 2 weeks or when deemed necessary (example materials are UltiVillage DVD s, Learning video s, Rule Books, Pamphlets, Advertisements, Other Leagues multimedia resources and any other items required); c) prepare teaching tools and educational packages as required for the promotion of ultimate; d) report all activities and decisions to the Vice-President Development. Section VIII Growth and Promotion Article 27 Vice-President Growth and Promotion 27.1 The role of the Vice-President Growth and Promotion is to oversee and direct all strategies around the growth and promotion of SUDS Duties and responsibilities of the Vice-President Growth and Promotion shall include the following: a) act as seventh Vice-Chairperson of the Board of Directors b) establish strategies around growth and promotion of SUDS; c) keep records of all meetings and progress related to growth and promotion; d) overseeing the activities of the Sponsorship/Fundraising, and Grant Creation and Adjudication Portfolio, Spirit of the Game TM, and Engagement and Social Media Portfolio Managers ; f) report all activities and decisions to the President of SUDS.

11 ~ Propose to Move Article 10 after Article 28 and renumber appropriately~ Article Spirit of the Game Portfolio The role of the Spirit of the Game TM Portfolio Manager is to maintain the spirit of the game for SUDS Duties and responsibilities of the Spirit of the Game Portfolio shall include the following: a) be responsible for the communication between parties involved in any disputes regarding Spirit of the Game TM as is defined in the 11th Edition USA Ultimate rules; b) required to work with the League Portfolio Managers to resolve any issues that arise within one week of the incident being reported; c) report the case of the involved parties to the Board of Directors and communicate their decision to only the parties involved; d) report all activities and decisions to the Vice-President Leagues Growth & Promotion. ~ Add ~ Article 30 Engagement and Social Media Portfolio 23.1 The role of the Engagement and Social Media Portfolio Manager is to promote and advertise SUDS through social media and online platforms Duties and responsibilities of the Promotion and Social Media Portfolio shall include the following: a) promote SUDS leagues, events, and members through relevant social media platforms; b) collaborate with the SUDS BOD on effective online methods to promote SUDS; c) report all activities and decisions to the Vice-President Growth and Promotion.