CENTRAL ALBERTA SLO-PITCH ASSOCIATION BY-LAWS ARTICLE I DEFINITIONS 1. The following words and phrases shall have the meanings ascribed thereto: (a) Board of Directors shall mean the Board of Directors of CASPA as may be elected, from time to time, by the Ordinary Members of CASPA in accordance with Article V hereto; (b) CASPA shall mean the Central Alberta Slo-Pitch Association, a society duly constituted in accordance with the provisions of the Societies Act, R.S.A. 2000, c. S-14, as amended from time to time. (c) Director shall mean an Ordinary Member elected to the Board of Directors in accordance with Article V; (d) Disciplinary Action shall mean the decision of the Executive Committee to reprimand, reprimand with conditions, suspend, suspend with conditions, or expel an Honourary or Ordinary Member; (e) Executive shall mean the collective of the President, Vice President, Secretary and Treasurer of CASPA as appointed by the Board of Directors in accordance with Article VI hereto; (f) Executive Committee shall be comprised of the Executive and shall have the powers and duties ascribed to it as set out in Article VI hereto; (g) Honourary Member shall mean a party appointed by the Executive Committee who is not and Ordinary Member in accordance with Article III hereto; (h) Honourary Membership shall have the rights and obligations ascribed to an Honourary Member in accordance with Article III hereto; (i) Officer(s) shall mean the Executive of CASPA; (j) Ordinary Member shall mean a party registered and insured through SPN, or any other affiliated Slo-Pitch Organization, for play within the slo-pitch league operated by CASPA; (k) Ordinary Membership shall run from April 1 st of a given year until March 31 st of the successive year in accordance with SPN, or any other affiliated Slo-Pitch Organization, guidelines or such other period as may, from time to time, be advised by the Board of Directors; (l) Ordinary Resolution shall mean a resolution requiring the approval of a majority of members to pass after quorum is reached. (m) Special Resolution shall have the meaning ascribed to it in the Societies Act, R.S.A. 2000, c. S- 14, as amended. (n) SPN shall mean either Slo-Pitich National (Canada) or Slo-Pitch National (Alberta) as the case may be and the context shall dictate;
ARTICLE II ADMINISTRATIVE HEAD OFFICE 1. The head office of CASPA will be in the city of Red Deer, in the Province of Alberta, at such specific location as shall be recorded with the Registrar of the Societies Act, R.S.A. 2000, c. S-14, as amended, and as the Board of Directors may, from time to time, advise. SEAL 2. The common seal of CASPA shall be kept at the head office of CASPA, and the same shall not be affixed to any document of any description save by resolution of the Executive Committee and in the presence of the President and Secretary or as may otherwise be authorized by the Executive Committee. TERRITORY SIGNING 3. The area within which the activities of CASPA shall be carried on shall be the City of Red Deer, in the Province of Alberta, or in such other places within the Province of Alberta and elsewhere in Canada as the Board of Directors may, from time to time advise. 4. All documents, including banking papers, on behalf of CASPA shall be signed and sealed if necessary by either the President or Vice-president and by the Secretary or Treasurer. 5. All negotiable instruments of CASPA shall be signed by two of the President, the Treasurer and the Executive Director provided that the Board of Directors may delegate such responsibility to the Executive Committee as required from time to time. BOOKS and RECORDS 6. The Board of Directors shall cause all necessary books and records of CASPA required by law and the Bylaws of CASPA to be regularly and properly kept. 7. The minute books of CASPA shall contain a copy of the constitution of CASPA, all extraordinary and ordinary resolutions passed, a copy of the Bylaws of CASPA, and copies or originals of all documents, registers, and resolutions as required by law. The books of CASPA shall record all money received and expended by CASPA and the matters in respect of which the receipt and expenditure takes place, all revenues and purchases and all assets and liabilities of CASPA as well as all other transaction affecting the financial position of CASPA. 8. All minutes books and books of account shall at all times be open to inspection by the Directors and the auditor. 9. The fiscal year of CASPA shall terminate on the last day of December each year or such other day determined by resolution of the Board. 10. 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 CASPA 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 CASPA. 11. The books and records of CASPA may be inspected by any Ordinary Member of CASPA 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 Director shall at all times have access to such books and records. ARTICLE III MEMBERSHIP CLASSES OF MEMBERSHIP 1. There shall be Two (2) Classes of Members in CASPA, namely: Honorary Members and Ordinary Members. HONOURARY MEMBERSHIP 2. An Honorary Member may be appointed by the Board of Directors as a mark of appreciation of services rendered to CASPA, other than financial. An Honourary Member shall: (a) (b) (c) (d) (e) (f) Not be an Ordinary Member; Be appointed by the Board of Directors on Ordinary Resolution for a term of not more that Two (2) Years and not less than One (1) Year with no maximum in the number of consecutive terms of appointment; Be entitled to notice of all meetings of the Ordinary Members of CASPA; Be entitled to attend all meetings of the Ordinary Members of CASPA; Not be entitled to vote at any meetings of the Ordinary Members of CASPA; Not be required to pay any membership fees, dues or subscriptions. ORDINARY MEMBERSHIP 3. Ordinary Members shall: (a) (b) (c) (d) (e) (f) (g) Not be an Honourary Member; Be entitled to notice of all meetings of the Ordinary Members of CASPA; Be entitled to attend all meetings of the Ordinary Members of CASPA; Be entitled to vote at all meetings of the Ordinary Members of CASPA; Be entitled to allow their name to stand for and be elected to the Board of Directors; Be required to pay any membership fees, dues or subscriptions as may, from time to time, be levied with notice by the Board of Directors. The Board of Directors may waive membership fees, dues or subscriptions by Ordinary Resolution in consideration for and in lieu of proof of SPN, or any other affiliated Slo-Pitch Organization, registration and insurance in a Slo-Pitch League operated by CASPA; Be entitled, subject to any Disciplinary Action, to play Slo-Pitch on a SPN, or any other affiliated Slo-Pitch Organization, registered and insured team in a Slo-Pitch League operated by CASPA.
4. An Honourary Member or an Ordinary Member may resign from membership in CASPA by notification in writing to the Executive Committee and the resignation shall become effective upon receipt thereof. An Ordinary Member shall remain liable for payment of any outstanding dues or subscriptions or other sum levied or which became payable by the Ordinary Member to CASPA before acceptance of the resignation. 5. If an Ordinary Member is in arrears to CASPA the Member may, upon Ordinary Resolution of the Executive Committee, be suspended from membership with the condition that membership be reinstated upon payment of such arrears. DISCIPLINARY ACTION 6. On its own initiative or upon complaint received by the Board of Directors that an Ordinary Member has breached the Bylaws, rules or regulations of CASPA, the Executive Committee shall convene a meeting for the purpose of considering the alleged conduct of the Ordinary Member and delivering any Disciplinary Action deemed necessary in accordance with this Article. 7. The Executive Committee standing alone may, having been advised of the allegation of offending conduct: (a) make such inquiries of the Ordinary Member complained of as the Executive Committee sees fit; (b) make such inquiries of the complainant as the Executive Committee sees fit; (c) on Ordinary Resolution dismiss the complaint; (d) on Ordinary Resolution issue a written reprimand to the Ordinary Member; (e) on Ordinary Resolution where the Executive Committee believes more stringent Disciplinary Action is necessary, call a meeting of the Board of Directors. 8. Where a matter has been referred to the Board of Directors by the Executive Committee in accordance with this Article, the Board of Directors may, having been advised of the allegation of offending conduct: (a) Give notice to and make such inquiries of the Ordinary Member complained of as the Board of Directors see fit provided that the Ordinary Member may address the Board of Directors on request; (b) make such inquiries of the complainant as the Board of Directors see fit; (c) on Ordinary Resolution dismiss the complaint; (d) on Ordinary Resolution issue a written reprimand to the Ordinary Member; (e) on Ordinary Resolution issue a written reprimand with conditions to be fulfilled by the Ordinary Member; (f) On Special Resolution suspend the Ordinary Member for a period of not more than Two (2) Calendar Years or suspend the Ordinary Member for a period of not more than Two (2) Calendar Years with conditions to be fulfilled by the Ordinary Member; (g) On Extra-Ordinary Resolution expel the Ordinary Member for a period of not less than Two (2) Calendar Years.
9. CASPA shall adopt and reciprocally enforce the Disciplinary Action of SPN, or any other affiliated Slo- Pitch Organization, against any Ordinary Member in addition any of the Disciplinary Action taken on CASPA s own accord relying on this Article. 10. The membership fee shall be set annually in such amount as is determined at the annual general meeting of CASPA. 11. Annual membership dues shall be determined by the Ordinary Members at the annual general meeting of CASPA. All dues are payable in advance on the 31 st day of March in each year. 12. Any Ordinary Member failing to pay dues, fees or assessments within thirty (30) days of the demand thereof by the Secretary, shall automatically cease to be an Ordinary Member of CASPA, but such Ordinary Member may be readmitted to membership by the Board of Directors upon such evidence as it considers satisfactory that payment of all arrears of fees, dues and assessments has been made. ARTIVLE IV - MEETINGS 1. CASPA shall hold an annual general meeting called for the purpose of electing Ordinary Members to the Board of Directors and transacting such other business as may properly come before an annual general meeting or such other business as is required to be transacted by the Societies Act, R.S.A. 2000, c. S-14, as amended. 2. CASPA s annual general meeting shall be held on or before the last day of March each year and at such time and place as the Board of Directors may notify the Ordinary Members. CASPA shall provide at least seven (7) clear days notice of the time and place of such meeting and such notice shall be given in the manner provided by these Bylaws. 3. Notice of the time and place of an annual general meeting or special meeting of CASPA shall be given to each Ordinary Member entitled to notice at the discretion of the Board of Directors by any one or more of the following; (a) by mailing the notice by prepaid post; (b) by electronic mail; (c) by facsimile; (d) by posting to Ordinary Member s social media account or accounts; (e) by posting to the CASPA website; (f) by such other electronic means as may become commonplace provided that the same is projected to cause the notice to reach the attention of the Ordinary Member. 4. The notice referenced in this Article shall be provided not less than twenty-one (21) days before the time fixed for the holding of such meeting. 5. Notice of the time and place of any meeting or special meeting of the Board of Directors of CASPA shall be given to each member of the Board of Directors entitled to notice by mailing the notice by prepaid post, electronic mail or facsimile not less than two (2) days before the time fixed for the holding of such meeting to the member s last address as recorded on the books of CASPA 6. Notice of the time and place of any meeting or special meeting of the Executive Committee of CASPA shall be given to each member of the Executive entitled to notice by mailing the notice by prepaid post, electronic mail or facsimile not less than two (2) days before the time fixed for the holding of such meeting to the member s last address as recorded on the books of CASPA.
7. A general or special meeting of CASPA may be held at any time and place without notice if all the Ordinary Members of CASPA are present thereat. 8. A general or special meeting of the Board of Directors of CASPA may be held at any time and place without notice if all the Board of Directors of CASPA are present thereat. 9. A general or special meeting of the Executive Committee of CASPA may be held at any time and place without notice if all the Executive of CASPA are present thereat. 10. Further, a special meeting of the CASPA shall be called by notice given by five (5) or more Ordinary Members of CASPA to the President or Secretary of CASPA stating the business to be brought before the meeting. CASPA 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 CASPA may lawfully transact. 11. Further, a special meeting of the Board of Directors shall be called by notice given by two (2) or more Directors to the President or Secretary of CASPA stating the business to be brought before the meeting. The Board of Directors shall then call a special meeting with notice as provided for in these Bylaws, 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 Board of Directors may lawfully transact. 12. Further, a special meeting of the Executive Committee shall be called by notice given by One (1) or more members of the Executive of CASPA to the President or Secretary of CASPA stating the business to be brought before the meeting. The Executive Committee shall then call a special meeting with notice as provided for in these Bylaws, 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 Executive Committee may lawfully transact. 13. 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. 14. An Ordinary 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. 15. Any meetings of CASPA or of the Board of Directors may be adjourned to any 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 provided that the notice provisions contained in this Article are observed. 16. A meeting shall be adjourned if a quorum is not present. 17. 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 shall be presented and, if required by law, appointed for the ensuing year, and their remuneration fixed. 18. The Ordinary 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. 19. A quorum for the transaction of business at any meeting of Ordinary Members shall consist of those Ordinary Members present in person at any general or special meeting of CASPA.
20. A quorum for the transaction of business at any meeting of the Board of Directors of CASPA shall consist of those members present in person at any general or special meeting of the Board of Directors. 21. A quorum for the transaction of business at any meeting of Executive Committee shall consist of those members of the Executive present in person at any general or special meeting of the Executive Committee. 22. At every general and special meeting of CASPA, every Ordinary Member in good standing in entitled to one (1) vote. 23. At every general and special meeting of the Board of Directors of CASPA, every member of the Board of Directors in good standing, excluding the President, in entitled to one (1) vote. The President of the Board of Directors shall exercise a casting vote in the event that votes for and against a resolution of the Board of Directors are equal. 24. At every general and special meeting of the Executive Committee, every member of the Executive in good standing in entitled to one (1) vote. 25. At all meetings of CASPA, the Board of Directors or the Executive Committee, every question shall be decided by a majority of the votes of the Ordinary Members, Directors or Executive present in person, as the case may be, unless otherwise required by the Bylaws. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by the President of the Board of Directors or a party authorized to act in the President s place. 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. ARTICLE V -BOARD OF DIRECTORS 1. The policies and procedures of CASPA shall be set by a Board of Directors, each of whom at the time of the Ordinary Member s election and throughout the Director s term of office shall be an Ordinary Member of CASPA in good standing. 2. The Board of Directors shall consist of not less than four (4) Directors and not more than ten (10) Directors. 3. The Ordinary Members shall be elected to the Board of Directors at the annual general meeting of CASPA 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 by the then President of the Board of Directors. 4. The term of office for a director shall be two (2) years. 5. There shall be no limit of consecutive terms that a Director may serve. 6. The Ordinary Members of CASPA may, by Special Resolution of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of said Director s term of office, and may, by Ordinary Resolution at that meeting, elect any Ordinary Member to the Board of Directors for the remainder of the removed Director s term. 7. If any Director resigns from the Board of Directors, or without reasonable excuse is absent from three (3) or more meetings of the Board of Directors, or is suspended or expelled from CASPA, the Board shall declare said Director s office vacated and may appoint an interim successor to hold office until the next annual general meeting.
8. There shall not be remuneration paid to the Directors and Officers of CASPA. Expenses incurred by the Directors and Officers on behalf of CASPA shall, subject to the approval, in advance by the Executive Committee, be reimbursed to the Director. 9. Every Director of CASPA is deemed to have assumed office on the express agreement and condition that said Director and said Director s 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 CASPA 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 said Director for or in respect of any act, deed, matter or thing made, done or permitted by said Director or any other Director or Directors in or about the execution of the duties of said Director or their office, and also from and against all other costs, charges and expenses which said Director sustains or incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by said Director s own willful neglect or default. 10. An Ordinary Member shall be disqualified from election to the Board of Directors or holding a seat on the Board of Directors if, at the time of election to the Board of Directors or any time during the Director s term of office: (a) The Ordinary Member or Director is under the age of 18 years; (b) The Ordinary Member is not in good standing; (c) The Ordinary Member or Director makes an assignment in bankruptcy or is an undischarged bankrupt; (d) The Ordinary Member or Director has been convicted of an indictable criminal offense for which a pardon has not been granted; (e) The Ordinary Member or Director has been convicted of a criminal offense for which said Ordinary Member or Director has been disqualified from Director s liability insurance coverage in place by CASPA or for which the premium of such insurance would increase, provided that said Director may pay such increase personally in advance and avoid disqualification from the Board of Directors; (f) The Ordinary Member or Director by holding a position on the Board of Directors is in conflict of interest; (g) The Ordinary Member or Director is suspended, suspended with conditions or expelled by CASPA in accordance with these Bylaws; (h) The Ordinary Member or Director has commenced or threatened legal proceedings against CASPA or SPN, or any other affiliated Slo-Pitch Organization, for any reason other than to enforce indemnification by CASPA in accordance with these Bylaws. 11. The Board of Directors may exercise all duties of CASPA excepting out those duties specifically reserved to the Ordinary Members in accordance with the Societies Act, R.S.A. 2000, c. S-14, as amended, and those duties specifically reserved to the Executive Committee in accordance with these Bylaws. ARTICLE VI - EXECUTIVE COMMITTEE 1. The Board of Directors shall annually appoint, by majority vote, to the Executive Committee four (4) Directors to hold the positions of:
(a) President; (b) Vice-President; (c) Treasurer; (d) Secretary. 2. The duties of the Executive shall be as follows: (a) The President shall, when present, preside at all meetings of the Ordinary Members of CASPA, the Board of Directors and the Executive Committee. In the absence of an Executive Director, the President shall also be charged with the general management and supervision of the day to day operations of CASPA. 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 such signatures. (b) 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 presidential duties, and shall preside at all meetings of CASPA, the Board of Directors or the Executive Committee in the absence of or upon the request of the President. (c) The Treasurer shall keep full and accurate accounts of all receipts and disbursements of CASPA in proper books of account and shall deposit all money or other valuables in the name and to the credit of CASPA in such banks as may from time to time be designated by the Board of Directors or the Executive Committee. The Treasurer shall disburse the funds of CASPA under the direction of the Board of Directors or the Executive Committee, taking proper vouchers therefor, and shall render to the Board of Directors and the Executive Committee at the regular meetings thereof or whenever required of the Treasurer an account of all transactions as Treasurer, and of the financial position of CASPA. The Treasurer shall also perform such other duties as may from time to time be determined by the Board of Directors or the Executive Committee. (d) The Secretary shall attend all meetings of CASPA, the Board of Directors and the Executive Committee and record all acts and minutes of all proceedings in the books kept for that purpose. The Secretary shall give, or instruct the Executive Director to give, all notices required to be given to Members and to Directors and to the Executive. The Secretary shall be the custodian of the seal of CASPA and of all books, papers, records, correspondence, contracts and other documents belonging to CASPA which the Secretary 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 the Secretary shall perform such other duties as may from time to time be determined by the Board of Directors or the Executive Committee. 3. The Executive Committee shall have the following duties: (a) The hiring or engaging of an Executive Director and such further and other employees and contractors as may be necessary to ensure the practical and efficient day to day operation of CASPA; (b) The hiring or engaging of employees and contractors to ensure the diligent and timely implementation of the policies and procedures as set by the Board of Directors; (c) Disciplinary Action as set out in these Bylaws; (d) Exercising all duties of CASPA as delegated by the Board of Directors, from time to time, excepting out those duties specifically reserved to the Ordinary Members in accordance with
the Societies Act, R.S.A. 2000, c. S-14, as amended, and those duties specifically reserved to the Board of Directors in accordance with these Bylaws. 4. Directors shall be disqualified from appointment to the Executive Committee during their first term as a Director. In the event that no serving Director is qualified for appointment to a vacancy on the Executive Committee, the Board of Directors may appoint, by majority vote, an unqualified Director to fill the vacancy. ARTICLE VII - GENERAL AMENDMENTS 1. The Bylaws may be rescinded, altered or added to by Special Resolution 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. BORROWING POWERS 2. For the purpose of carrying out its objects, CASPA 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 CASPA and in no case shall debentures be issued without the sanction of any special resolution of CASPA.