BY-LAWS CANADIAN UNIHOCKEY / FLOORBALL FEDERATION

Transcription

1 BY-LAWS CANADIAN UNIHOCKEY / FLOORBALL FEDERATION NAME The legal name of Floorball Canada is the Canadian Unihockey / Floorball Federation (hereinafter referred to as "Floorball Canada"). TERMS GENERAL The objects of Floorball Canada are: a) to promote and develop the sport of floorball in Canada; b) to promote and co-ordinate the development of participants, coaches, officials and administrators related to the sport of floorball in Canada; c) to establish, administer and enforce rules and regulations governing the sport of floorball in Canada; d) to promote and encourage participation in the sport of floorball in Canada as a means of improving physical fitness, and encouraging the development of leadership and sportsmanship qualities in its participants; e) to promote and encourage public awareness of the sport of floorball in the Canada and the role of Floorball Canada; f) to act as the official member association representing Canada as part of the International Floorball Federation. MEMBERSHIP There shall be several types of membership types that apply to individuals and organizations within Canada: Provincial

2 .!! Provisional 预廾怎预蟾 h! HȀ Ā!ЀƐ! 栀! 预廾 怐蟾 h! HȀЀ Ā!Ȁƒ! 栀! 廿怓蟿 h! HȀ eceives two votes at AGM.!! Full 预廾怎预蟾 h! HȀ Ā!ЀƐ! 栀! 预廾 怐蟾 h! HȀЀ Ā!Ȁƒ! 栀! 廿怓蟿 h! HȀ eceives three votes at AGM Club / League / Tournament.!! Recreational 预廾怎预蟾 h! HȀ Ā!ЀƐ! 栀! 预廾 怐蟾 h! HȀЀ Ā!Ȁƒ! 栀! 廿怓蟿 h! HȀ eceives one vote at AGM.!! Competitive (applies to Clubs only) 预廾怎预蟾 h! HȀ Ā!ЀƐ! 栀! 预廾 怐蟾 h! HȀЀ Ā!Ȁƒ! 栀! 廿怓蟿 h! HȀ Receives one vote at AGM.!! Temporary!! 预廾 怎预蟾 h! HȀ Ā!ЀƐ! 栀 预廾 怐 蟾 h! HȀЀ Ā!Ȁƒ! 栀 廿 怓 蟿 h! HȀ on-voting Individual - Player.!! Recreational.!! Competitive.!! Temporary Individual Referee.!! Recreational.!! Competitive.!! Temporary Individual Coach.!! Recreational.!! Competitive.!! Temporary Individual Administrator.!! General *NOTE: An individual membership of the same level is transferrable across all types of individual membership i.e. an individual with a Recreational Player Membership is not required to purchase another membership to be recognized as a Recreational Referee but would be required to purchase an

3 competitive membership to be recognized as a Competitive Player or Referee. The details of each membership level, including requirements, benefits and cost are outlined in the FC Membership Schedule document. Definition of Members in Good Standing A member shall be deemed to be in good standing provided he/she has paid the required membership fees outlined by Floorball Canada and it is not subject to a disciplinary investigation or sentence initiated by Floorball Canada or any Law Enforcement Agency. Membership Dues: Membership Dues shall be determined by a majority vote of the Board of Directors prior to the end of the Floorball Canada fiscal year. Resignation of Members Members wishing to resign from membership may do so upon notice in writing to Floorball Canada, to the attention of the Floorball Canada Secretary. GOVERNANCE The Floorball Canada Board shall include the following positions at a minimum: President Past-President Vice-President Secretary Central Board Representative (non-voting) Director of Finance Director of National Teams Director of Refereeing Director of Coaching Director of School Development Director of Marketing & Communications

4 Director of Membership Director of Competition Director of IT Large (up to 4 non-voting positions; no more than one per province) The Board shall, subject to the By-laws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of Floorball Canada. Meetings of the Board shall be held as often as may be required, but at least four times a year, and shall be called by the President. A special meeting may be called on the request of any member of the Board provided he/she requests the President in writing to call such meeting, and states the business to be brought before the meeting. Meetings of the Board shall be called by fourteen days' notice to each Director. A majority of the Board shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present at any time, provided however that any motions or business transactions passed at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise such motions or business transactions shall be null and void. Board members may be admitted to the Board at any time during the course of the year, provided they have met all requirements and are approved by a majority vote of the existing Board members. The Directors of Floorball Canada may administer the affairs of Floorball Canada in all things and make or cause to be made for Floorball Canada, in its name, any kind of contract which Floorball Canada may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as Floorball Canada is by its charter or otherwise authorized to exercise and do. The Directors shall have power to authorize expenditures on behalf of Floorball Canada from time to time and may delegate by resolution to an officer or officers of Floorball Canada the right to employ and pay salaries to employees. The Board of Directors shall take such steps as they may deem requisite to enable Floorball Canada to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, donations and sponsorships, including but not limited to, national sponsors that would show interest in Floorball Canada member organizations of any kind whatsoever for the purpose of furthering the objects of Floorball Canada. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.

5 Election to and Resignation from the Board A Provincial Representative is to be appointed by each recognized provincial member. The President, Vice-President, General Secretary and Treasurer positions are elected by the voting members (as outlined above) based on nominations received by individual members. Should there be a vacancy on the board for one of the Provincial Representatives, it is the responsibility of the Provincial Organization to appoint someone to fill the position within 1 month of the vacancy or be subject to disciplinary action. Any vacancy for the President, General Secretary, or Treasurer positions shall be filled after a search for a suitable replacement has been completed and approved by majority vote of the remaining voting members of the Board. Board members may resign from the board with written notice to the attention of the Secretary, at least 2 weeks prior to the next scheduled Board Meeting. MEETINGS AND ELECTION OF DIRECTORS AND OFFICERS The annual or any other general meeting of the members shall be held at any place in Canada as the Board of Directors may determine and on such day as the said Directors shall appoint. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The Board of Directors or the President or the Vice-President shall have power to call, at any time, a general meeting of the members of Floorball Canada. The Board of Directors shall call a special general meeting of members on written requisition of members carrying not less than 30% of the voting rights (i.e. 30% of the provincial and club/league/tournament membership votes available). Thirty (30) days notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member if he has the right to vote by proxy. Each voting member present at a meeting shall have the right to exercise the number of votes outlined in the membership section. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of Floorball Canada. A majority of votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Canada Corporations Act or these By-Laws.

6 No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of Floorball Canada shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of Floorball Canada. Quorum for Board meetings shall constitute the attendance of a minimum of four Board members and a majority of the eligible voting members. Each Board member will receive one vote. INDEMNITY OF OFFICERS AND DIRECTORS Any person, and his/her heirs, executors, administrators, successors and assigns, who serves as a Director or Officer of Floorball Canada shall be entitled to be indemnified by Floorball Canada in respect of all costs, charges, claims, demands, damages, expenses, losses or liabilities which he/she suffers or incurs as a result of anything done in the performance of his/her duties for and on behalf of Floorball Canada. REMUNERATION Unless authorized at any meeting and after notice of same shall have been given no Officer, Director of Floorball Canada shall receive any remuneration for his or her services. Remuneration for all officers, agents and employees and committee members shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. FISCAL YEAR, FINANCIAL RECORDS AND AUDITOR The fiscal year of Floorball Canada shall be from June 1 to May 31. The books, accounts and records of the Treasurer shall prepare in accordance with International Financial Reporting Standards (IFRS) at least once each year. Every year, Members must appoint a Public Accountant (excluding the Directors, Officers and

7 employees of Floorball Canada without the consent of all members) by ordinary resolution at the annual meeting to conduct a review engagement. Members may pass an ordinary resolution to require an audit instead of a review engagement. In the event where no Public Accountant is appointed at the Annual Meeting or if members waive appointment by annual unanimous resolution, a compilation can be conducted instead of a review engagement. The compilation cannot be prepared by a member of the Board of Directors. The remuneration of the Public Accountant shall be fixed by the Board. The books and records of Floorball Canada may be inspected by any member of Floorball Canada 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 the same. Each member of the Board shall at all times have access to such books and records. AMENDMENT OF BYLAWS May be amended at any General Assembly by vote. Proposed Bylaw changes must be communicated in writing at least 30 days prior to the General Assembly. EXECUTION OF DOCUMENTS Contracts, documents or any instruments in writing requiring the signature of Floorball Canada, shall be signed by any one signing officer and all contracts, documents and instruments in writing so signed shall be binding upon Floorball Canada without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of Floorball Canada to sign specific contracts, documents and instruments in writing. The Directors may give Floorball Canada s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of Floorball Canada. The seal of Floorball Canada when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer of officers appointed by resolution of the Board of Directors. SUSENSION & TERMINATION OF DIRECTORS AND OFFICERS Upon a 66% vote of the members of the Board, a Director or Officer can be suspended or removed from their position for any cause which the Board may deem reasonable including but not limited to nonperformance of duties and unbecoming conduct. Upon the removal of a Director or Officer from their position as provided for herein, the member of which that Director or Officer was a representative shall

8 forthwith select a new person to act as that member s representative on the Board and to fill that Officer position.