Bylaws

Badminton Alberta Bylaws

Approved January 8, 2020

 

1.0 Definitions 

 

1.0         The following terms have these meanings in these Bylaws:

Association – Alberta Badminton Association, operating as Badminton Alberta 

Board - The Board of Directors of the Association

Director - An individual elected or appointed to serve on the Board pursuant to these Bylaws.

Officer - An individual elected or appointed to serve as an Officer of the Association pursuant to these Bylaws.

Members - All categories of membership as defined in Badminton Alberta By-Laws, as well as all individuals employed by, or engaged in activities with Badminton Alberta, including but not limited to, athletes, inclusive of their parents/guardians, coaches, conveners, referees, officials, volunteers, managers, administrators, committee members, spectators, and Directors and Officers of Badminton Alberta.

                            

2.0 Roles and Responsibilities

 

2.1         The Board and Directors shall:   

              a) Attend general meetings and meetings of the Board;

              b) Serve as chairpersons of Association committees;

c) Participate in the annual planning process, preparation of the Association profile and development plan;

d) Ensure that the affairs of the Association are managed in accordance with the Bylaws, Rules and Policies of the Association;

e) Act reasonably, honestly and in good faith, and as such, may suspend, restrict privilege of or terminate membership of any Member;

              f) Represent the interests of all participants in the badminton community in the province;

g) Represent the particular interests of their own zone association. Each of the eight (8) zones comprising the Association is represented by at least one Director whose responsibilities are to ensure that the officers of their zone association are fully informed of Badminton Alberta activities; and to ensure that their zone association is working in cooperation with Badminton Alberta to promote activities of mutual interest, to include:

                             i) organizing teams to represent their zone in provincial team competitions;

                             ii) promoting provincial programs such as Sport Outreach and School Exhibitions;

iii) maintaining communication with clubs and players within the zone for the purpose of promoting both zone and provincial events;

                             iv) assist in the ongoing development and organization of a zone association.

             

3.0 Membership

             

3.1         Any person shall be eligible for membership subject to the absolute discretion of the Board.  The Board may for such period of time that the Board may decide, suspend or otherwise modify and place conditions upon all advantages and privileges and rights of Members.

3.2         Members shall be entitled to inspect the books and records of the Association, provided sufficient notice has been given and an appropriate time can be mutually agreed upon.  

 

3.3         Badminton Alberta offers annual membership to individuals and clubs.  Annual membership is effective September 1 - August 31.  

 

 

Individual Membership

Individual membership with Badminton Alberta is required by athletes, coaches, and officials in order to participate in any event conducted by Badminton Alberta, including tournaments, clinics and camps.  Individual members shall have voting privileges for the selection of Board of Directors and Annual General Meeting, subject to voting eligibility requirements as described in section 4. 

 

Individual Members will have the opportunity to purchase licenses to allow them to participate in Badminton Alberta sanctioned events.  Licenses are available for each of the following categories and are subject to revision at any time at the sole discretion of the Board of Directors:

 

a) Player shall be for those members who wish to participate in any Badminton Alberta or Badminton Canada sanctioned event including but not limited to provincial circuit events, domestic, national or international events, circuits, Elite Series, Provincial and National Championships, inter-provincial and provincial multi-sport Games.  Participation in Alberta Closed Provincial Championships and on Alberta Provincial Teams is subject to members meeting all of the requirements of the Alberta Closed Championships and Team Eligibility Policy.  The specific Player Licenses available are:

  • National
  • Provincial
  • Local
  • Others as may be established from time to time

 

b) Coach shall be for those appropriately certified members who wish to have access to the field of play at Badminton Alberta sanctioned events.   

 

c) Official shall be for those appropriately certified members providing technical services at Badminton Alberta sanctioned events.

 

 

Club Membership

A variety of categories have been developed to encourage clubs of all sizes and makeup to affiliate with Badminton Alberta.  Club Memberships are non-voting and are described as follows:

 

  1. Basic Club Membership - designed to service recreational clubs and schools.

 

  1. College Club Membership - designed to service colleges and universities participating in an organized league or conference.

 

  1. Major/Warehouse Club Membership - designed to service competitive clubs and or private sport clubs. 

 

Honourary Life Membership

These non-voting memberships are conferred at the discretion of the Board of Directors on members who have provided meritorious service to the Association. 

 

4.0 Dues and Voting Rights

 

4.1         Membership dues shall be approved by the Board.

4.2         Only Members aged eighteen years and over will be entitled to vote. 

4.3         Members in attendance at any general meeting shall be entitled to one vote.

4.4         Members shall be entitled to one vote on any matter to be resolved by mail or electronic ballot.

 

5.0 Termination of Membership

 

5.1         A Member may resign at any time by giving notice in writing to that effect to the Secretary.

5.2         Membership is automatically terminated by non-payment of current membership fees.

5.3         If the conduct of any Member is injurious to the character, interests or good order of the Association, or if any Member wilfully commits a breach of the Associations’ Policies, the Board may, by resolution of not less than two-thirds (2/3) of the votes cast, terminate the membership of that Member.

 

6.0 Seal

 

6.1         The seal shall be the corporate seal of the Association and such seal shall be maintained by the Secretary and shall be used on all legal documents. 

             

7.0 Meetings of the Association

 

7.1         The annual meeting of the Association shall be held prior to the first (1st) day of March in each year.

7.2         Special general meetings may be called at any time by the President. As well, the Secretary shall call a special general meeting upon receipt of the written request from any four Directors or any 10 members for the transaction of only such business as may be specified in the request calling the meeting. Such special meetings must be called within 30 days of the receipt of the written request.

7.3         Notice of annual or special general meetings stating the place, hour, date and the business to be transacted shall be forwarded by the Secretary to all members at least thirty (30) days before the date of such meetings.

7.4         Non-receipt of notice of any meeting by any Member shall not invalidate any bylaw or resolution passed or any proceeding taken at such meeting.

7.5         Ten (10) Members present in person, including those participating by telephone or electronic conferencing, shall be a quorum at any annual or special general meeting.

7.6         In the case of a tie vote on any matter proposed at an annual or special general meeting the Chairperson thereof shall have a casting vote.

7.7         Voting by proxy shall not be permitted at any meeting of the Association.

7.8         Where deemed necessary by the President, Members shall be asked to vote on matters affecting the Association by mail ballot and the result of such vote shall be communicated in writing to the Members. 

 

8.0 Order of Business

 

8.1         The order of business for the annual general meeting shall be determined by the President.

 

9.0 Appointment of Auditors

 

9.1         Members shall at each annual meeting appoint an auditor to audit the accounts of the Association, and the auditor so appointed shall hold office until the next annual general meeting.

 

10.0 Board of Directors

 

10.1       Composition of the Board – The Board will consist of the following:

  1.  President
  2.   Vice President
  3.   Secretary
  4.   Treasurer
  5.   One Director to represent each Zone as recognized by the Association

        

10.2 Eligibility of Directors

 

To be eligible for election as a Director, an individual must at a minimum:

a) Be nineteen (19) years of age or older;

b) Have the power under law to contract;

c) Have not been declared incapable by a court in Canada or in another country; and

d) Not have the status of bankrupt.

 

10.3 Election of President, Vice President, Secretary and Treasurer

 

The President, Vice President, Secretary and Treasurer Officers will be elected as follows:

a) The President and Treasurer will be elected at alternate Annual General Meetings held for odd numbered fiscal years.

b) The Vice President and Secretary will be elected at alternate Annual General Meetings held for even numbered fiscal years.

 

Any nomination of an individual for election as the President, Secretary, Treasurer or Executive Officers will:

a) Include the written consent of the nominee by signed or electronic signature;

b) Include a cover letter and resume of the nominee;

c) Include the endorsement of two (2) Active Members in writing by signed or electronic signature;

d) Be submitted to the Registered Office of the Association at least sixty (60) days prior to the Annual General Meeting. This timeline may be extended by Ordinary Resolution of the Board.

 

Incumbents – The current President, Vice President, Secretary or Treasurer wishing to be re- elected are not subject to nomination but must notify the Association of their interest in re- election at least sixty (60) days prior to the Annual General Meeting.

 

Ballots shall be provided to members at least 30 days prior to the date of the annual general meeting at which the directors are to take office.  Ballots shall be returned to the scrutineer appointed by the board of directors not less than five (5) days prior to the date of the annual general meeting, and the names of the successful candidates shall be announced at the annual general meeting.   

 

Elections for President, Vice President, Secretary and Treasurer will be decided by majority vote of the Members in accordance with the following:

  1. One Valid Nomination – Winner declared by acclamation.
  2. Two or More Valid Nominations – The nominee(s) receiving the greatest number of votes will be elected.
  3. In the case of an equality of vote for election to the Board, the scrutineer will decide the tie by a toss of the coin.

 

Directors shall take office immediately following the annual general meeting at which their election is announced and shall remain in office for a term of two years concluding with the annual general meeting.

 

10.4 Appointment of Regional Directors

Regional Director - Any Active Member of the Association in good standing who resides in the Region can be nominated for a Regional Director position with two endorsement signatures of Active Members of the Association in good standing from that Region. The nomination must be received by the office of the Association 20 days prior to the Annual General Meeting.  The Board of Directors will vote on the nominations of the Regional Director and the winner will be declared by majority vote of the Board of Directors. If no nomination is received from the Region the Board of Directors will appoint a Regional Director for the term.  Directors of even numbered zones shall be eligible for election in even numbered fiscal years, while Directors of odd numbered zones shall be eligible for election in odd numbered fiscal years.

 

11.0 Proceedings of Directors

 

11.1       The first meeting of the Board following the adoption of these Bylaws shall be held immediately following the annual general meeting at which these Bylaws were adopted.

11.2       All subsequent meetings of the Board shall be called by the Secretary in accordance with any resolution of the Board and failing any such resolution at the discretion of the President, or upon the request in writing of any four (4) Directors.

11.3       A quorum of the Board shall be seven.

11.4       The President shall act as chairperson of general meetings and meetings of the Board and in the absence of the President the Vice-President shall act as chairperson.

11.5       All questions at meetings of the Board shall be decided by an affirmative vote, and in the case of a tie vote the chairperson shall have a second or casting vote.

11.6       At the discretion of the President any question may be submitted by mail, telephone, fax or email to the Board who may vote thereon by mail, telephone, fax or email and such vote shall be binding on the Board as if taken at a duly convened meeting thereof.

 

12.0 Vacation of Office

 

The office of Director shall be vacated upon:

12.1       Becoming bankrupt or suspending payment or compounding with creditors, making unauthorized assignments or being declared insolvent;

12.2       Filing notice of resignation in writing to the Association;

12.3       Being found to be mentally incompetent or becoming of unsound mind;

12.4       Ceasing to be a resident of the province of Alberta;

12.5       Ceasing to be a Member of the Association.

 

A vacancy on the Board which occurs during the term of office shall be filled by a majority vote of the Board and the new Director so elected shall hold office for the balance of the term of the Director being replaced.

 

13.0 Removal of Directors

 

The Members may by resolution passed by at least three-quarters (3/4) of the votes cast at a special general meeting of which notice specifying the intention to pass such a resolution has been given, remove any director before the expiry of term of office, so long as a quorum of Directors remains in office.

 

Any vacancy which results from the removal of a Director under this provision which occurs during the term of office shall be filled by a majority vote of the Board and the new Director so elected shall hold office for the balance of the term of the Director being replaced.

 

14.0 Powers of the Board

 

14.1       The Board shall have the power to do all things as in its opinion may be necessary to carry out efficiently the objects of the Association, and to delegate all or any of its powers to such committees as it may establish from time to time.

14.2       The Board shall have the power to borrow or raise money for the purpose of carrying out the objects of the Association.

14.3       Subject to these Bylaws the Board shall have the power to make and amend policies which govern the Association and its Members.  

14.4       To establish Rules and Policies as amended or repealed from time to time, in respect of:

  1.   Membership applications, renewal applications, classifications and qualifications;

ii) The fixing of the amount of fees, dues and other charges payable by Members and the collection thereof

              iii) The conduct of Members;

              iv) The discipline, suspension or expulsion of Members; and

              v) The conduct of all other Business and affairs of the Association.

14.5       The Board may amend, delete, or make additional rules or policies at any meeting of the Board, provided that a copy of such amendment has been mailed by the Secretary to the Board at least fourteen (14) days before such meeting, unless such amendment or new rule is passed by an affirmative vote of not less than six (6) Directors.

 

15.0 Officers of the Association

 

The Officers of the Association shall be: President, Vice President, Treasurer and Secretary.

 

16.0 Duties of Officers

 

16.1 The President shall preside at meetings of the Association and of the Board and shall act as chairperson.  The President may appoint and rescind appointments of chairpersons of committees not otherwise provided for in these Bylaws and shall see that other officers, all committees and employees perform their duties.  The President shall be an ex officio member of all committees.

16.2 The Vice President shall assist the President in performance of duties.  The Vice President in the absence of the President shall have all the powers and duties of the President.

16.3 The Secretary shall:

a) Keep the roll of Members; affiliate Members and Board amending the same as may be required from time to time;

b) Issue notices calling all meetings, both of the Association and the Board and keep minutes of all meetings, together with a record of such other matter as pertain to the activities of the Association;

c) Conduct correspondence of the Association and keep copies thereof, which correspondence shall be open at any time for the inspection of the Members;

d) Have the power to delegate the functions of the office of Secretary to other Officers or employees of the Association.

16.4       The Treasurer shall:

a) Have custody of the Association funds, securities and other valuable effects in the name of and to the credit of the Association in depositories designated by the Board from time to time;

b) Cause to be kept full and accurate accounts, receipts and disbursements, and books of account of the Association;

c) Be responsible for the deposit of all monies received in the name of the Association and for disbursing funds of the Association as may be ordered by the Board, taking the proper vouchers for such disbursement and rendering to the Board at regular meetings, or whenever required, an accounting of all transactions and of the financial position of the Association;

d) Present at the annual general meeting a duly audited report, covering receipts and expenditures at the end of the preceding fiscal year of the Association, and a statement of receipts and disbursements for the current year prepared at a date immediately prior to the annual general meeting;

e) Have the power to delegate functions of the office of Treasurer to other Officers or employees of the Association.

 

17.0 Term of Office and Remuneration

The term of office of all Directors and Officers of the Association shall be from the date of the annual general meeting and Board meeting following their election until the conclusion of the annual general meeting two years immediately following.  The Directors and Officers shall serve without remuneration and no Director or Officer shall directly or indirectly receive profits from the position; provided that a Director or Officer may be reimbursed for reasonable expenses incurred in the performance of duties.

 

18.0 Vacation of Office

The office of an Officer of the Association shall be vacated upon:

              a) Filing a notice of resignation in writing to the Association;

              b) Ceasing to be a Director of the Association.

 

19.0 Removal of Officers and Filling of Vacant Positions

 

19.1       Directors may by resolution passed by at least three-quarters (3/4) of the votes cast at a Directors’ meeting of which notice specifying the intention to pass such a resolution has been given, remove any Officer before the expiry of the term of office and by majority of the votes cast at that meeting elect a qualified person for the remainder of the term of office.

19.2       Retiring Officers shall be eligible for re-election except in the case of the President, who after two full terms of office must receive at least three-quarters (3/4) of the voting strength at the Board meeting held immediately following the annual general meeting at which the election of Directors is announced, in order to be elected for a third and/or subsequent term of office as President.

 

 

20.0 Contracts and Signing Authority

 

Contracts, documents or other instruments in writing, requiring the signature of the Association shall be signed by any two Officers.  All contracts, documents and instruments in writing so signed shall be binding upon the Association without further authorization or formality; provided that no contract or document shall be executed on behalf of the Association by any Officer involving the acquisition or disposition of real property without prior approval of the Board, and no such contract or document shall have any force or effect without such approval; and provided that the Directors shall have the power from time to time to appoint an Officer on behalf of the Association to sign documents, contracts or instruments in writing.

 

21.0 Conflict of Interest

 

21.1       The Directors, Officers and employees shall be free from any interest, influence or relationship that may conflict with the performance of their duties in accordance with the best interest of the Association.  The following situations are deemed to be conflict of interest:

a) Soliciting or accepting a gift or favour of other than nominal value from an individual or organization with which the Association does or plans to do business;

b) Acquiring ownership of any significant financial interest in an organization with which the Association does business or in anticipation of doing business with the Association;

c) Having a family member who, as a participant in Badminton Alberta programs, may be eligible to receive benefits, financial or otherwise.  

21.2       Any Officer, Director or employee in these situations must so declare the interest and abstain from discussion and voting on all related issues.

21.3       Any Officer, Director or employee who knowingly becomes involved in any situation of conflict of interest, or who fails to correct the situation after the Board has requested the correction or removal of it, may incur disciplinary action to the extent of discharge from duties.

 

22.0 Dissolution Clause

 

Should the Association dissolve, any GAMING assets remaining after paying debts or liabilities will be donated to another charitable organization.

 

23.0 Amendments

 

The Bylaws may be amended by written application by any ten (10) Members, at the annual general meeting or any special general meeting, provided a copy of such proposed amendment has been filed with the secretary at least forty-five (45) days before the meeting, and that a copy thereof has been forwarded to each member at least thirty (30) days before the meeting. Any such amendment must be passed by special resolution of at least three-quarters (3/4) of the Members entitled to vote at such meeting.  The enactment, repeal or amendment of the Bylaws or any of them shall be effective immediately but shall be rescinded if approval by any department of the Government of the province of Alberta is required and not obtained.