1. The name of the Society is: REVELSTOKE YOUTH SOCCER ASSOCIATION
2. The purposes of the Society are:
a. to provide and promote recreational and competitive soccer in a safe, fun and
encouraging environment that will benefit the youth of Revelstoke;
b. to encourage teamwork and social interaction that improve a players self-confidence
while developing soccer skills;
c. to provide training and leadership for soccer coaches and youth referees;
d. to raise funds to enable the Society to carry out its stated purposes by charging,
soliciting, receiving money and property, both real and personal, by gift, contribution, bequest,
devise, or otherwise, and including but not limited to the obtaining of funds from both the
Government of Canada and the Government of British Columbia;
e. to enter into affiliation or reciprocal arrangements with any other Society, CLub or
Organization with which it is considered advisable, that may in any way assist in achieving any
or all of the objectives of the Society;
f. to do all such acts, matters and things as may be incidental or conducive to the
attainment of the above objectives.
3. It is an unalterable provision of the Constitution that members of this Society shall have
no interest in the property or assets of the Society; and that, upon dissolution of the Society;
funds and assets of the Society remaining after satisfaction of its debts and liabilities, shall be
distributed to non-profit organizations in the area, as determined by its members at time of
dissolution.
4. It is an unalterable provision of this Constitution that the purposes of the Society shall be
carried to the Society shall be used for promoting its purposes.
1 (1) In these bylaws, unless the context otherwise requires:
“directors” means the directors of the society for the time being;
“Society Act” means the Society Act of British Columbia from time to time in force
and all amendments to it;
“registered address’ of a member means the member’s address as recorded in
the register of members.
(2) The definitions in the Society Act on the date these bylaws become effective apply to
these bylaws.
2 Words importing the singular include the plural and vice versa, and words importing a
male person include a female person and a corporation.
3 The members of the society are the applicants for incorporation of the society, and those
persons who subsequently become members, in accordance with these bylaws and, in either
case, have not ceased to be members.
4 A person may apply to the directors for membership in the society and on acceptance by
the directors is a member.
5 Every member must uphold the constitution and comply with these bylaws.
6 The amount of the first annual membership dues must be determined by the directors
and after that the annual membership dues must be determined at the annual general meeting
of the society.
7 A person ceases to be a member of the society
a. by delivering his or her resignation in writing to the secretary of the society or by mailing
or delivering it the the address of the society,
b. on his or her death or, in the case of a corporation, on dissolution,
c. on being expelled, or
d. on having been a member not in good standing for 12 consecutive months.
8 (1) A member may be expelled by a special resolution of the members passed at a
general meeting.
(2) The notice of special resolution for expulsion must be accompanied by a brief
statement of the reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion must be given
an opportunity to be heard at the general meeting before the special resolution is put to a vote.
9 All members are in good standing except a member who has failed to pay his or her
current annual membership fee, or any other subscription or debt due and owing by the member
to the society, and the member is not in good standing so long as the debt remains unpaid.
10 General meetings of the society must be held at the time and place, in accordance with
the Society Act, that the directors decide.
11 Every general meeting, other than an annual general meeting, is an extraordinary
general meeting.
12 The directors may, when they think fit, convene an extraordinary general meeting.
13 (1) Notice of a general meeting must specify the place, day and hour of the meeting,
and, in case of special business, the general nature of that business.
(2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice
by, any of the members entitled to receive notice does not invalidate proceedings at that
meeting.
14 The first annual general meeting of the society must be held not more that 15 months
after the date of incorporation and after that an annual general meeting must be held at least
once in every calendar year and not more than 15 months after the holding of the last preceding
annual general meeting.
15 Special business is
a. all business at a extraordinary general meeting except the adoption of rules of order,and
b. all business conducted at an annual general meeting, except the following:
i.the adoption of rules or order;
ii.the consideration of the financial statements;
iii.the report of the directors;
iv.the report of the auditor, if any;
v.the election of directors;
vi.the appointment of the auditor, if required;
vii.the other business that, under these bylaws, ought to be conducted at an annual general
meeting, or business that is brought under consideration by the report of the directors issued
with the notice convening the meeting
16 (1) Business, other than the election of a chair and the adjournment or termination of the
meeting, must not be conducted at a general meeting at a time when a quorum is not present.
(2) If at any time during a general meeting there ceases to be a quorum present,
business then in progress must be suspended until there is a quorum present or until the
meeting is adjourned or terminated.
(3) A quorum is 3 members present or a greater number that the members may
determine at a general meeting.
17 If within 30 minutes from the time appointed for a general meeting a quorum is not
present, the meeting, if convened on the requisition of members, must be terminated, but in any
other case, it must stand adjourned to the same day in the next week, at the same time and
place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time
appointed for the meeting, the members present constitute a quorum.
18 Subject to bylaw 19, the president of the society, the vice president or, in the absence of
both, one of the other directors present, must preside as chair of a general meeting.
19 If at a general meeting
a. there is no president, vice president or other director present within 15 minutes after the
time appointed for holding the meeting, or
b. the president and all the other directors present are unwilling to act as the chair, the
members present must choose one of their number to be the chair.
20 (1) A general meeting may be adjourned from time to time and from place to place, but
business must not be conducted at an adjourned meeting other than the business left unfinished
at the meeting from which the adjournment took place.
(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting
must be given as in the case of the original meeting.
(3) Except as provided in this bylaw, it is not necessary to give notice of an adjournment
or of the business to be conducted at an adjourned general meeting.
21 (1) A resolution proposed at a meeting need not be seconded, and the chair of a
meeting may move or propose a resolution.
(2) In the case of a tie vote, the chair does not have a casting or a second vote in
addition to the vote to which he or she may be entitled as a member, and the proposed
resolution does not pass.
22 (1) A member in good standing present at a meeting of members is entitled to one vote.
(2) Voting is by show of hands.
(3) Voting by proxy is not permitted.
23 A corporate member may vote by its authorized representative, who is entitled to speak
and vote, and in all other respects exercise the rights of a member, and that representative must
be considered as a member for all purposes with respect to a meeting of the society.
24 (1) The directors may exercise all the powers and do all the acts and things that the
society may exercise and do, and that are not by these bylaws or by statute or otherwise
lawfully directed or required to be exercised or done by the society in a general meeting, but
subject, nevertheless, to
a. all laws affecting the society,
b. these bylaws, and
c. rules, not being inconsistent with these bylaws, that are made from time to time by the
society in a general meeting.
(2) A rule, made by the society in a general meeting, does not invalidate a prior act of
the directors that would have been valid if that rule had not been made.
25 (1) The president, vice president, secretary, treasurer and one or more other persons
are the directors of the society.
(2) The number of directors must be 5 or a greater number determined from time to time
at a general meeting.
26 (1) The directors must retire from office at each annual general meeting when their
successors are elected.
(2) Separate elections must be held for each office to be filled.
(3) An election may be by acclamation, otherwise it must be by ballot.
(4) If a successor is not elected, the person previously elected or appointed continues to
hold office.
27 (1) The directors may at any time and from time to time appoint a member as a director
to fill a vacancy in the directors.
(2) A director so appointed holds office only until the conclusion of the next annual
general meeting of the society, but is eligible for re-election at the meeting.
28 (1) If a director resigns his or her office or otherwise ceases to hold office, the remaining
directors must appoint a member to take the place of the former director.
(2) An act or proceeding of the directors is not invalid merely because there are less
than the prescribed number of directors in office.
29 The members may, by special resolution, remove a director, before the expiration of his
or her term of office, and may elect a successor to complete the term of office.
30 A director must not be remunerated for being or acting as a director but a director must
be reimbursed for all expenses necessarily and reasonable incurred by the director while
engaged in the affairs of the society.
31 (1) The directors may meet at the places they think fit to conduct business, adjourn and
otherwise regulate their meetings and proceedings, as they see fit.
(2) The directors may from time to time set the quorum necessary to conduct business,
and unless so set the quorum is a majority of the directors then in office.
(3) The president is the chair of all meetings of the directors, but if at a meeting the
president is not present within 30 minutes after the time appointed for holding the meeting, the
vice president must act as chair, but if neither is present may choose one of their number to be
the chair at that meeting.
(4) A director may at any time, and the secretary, on the request of a director, must,
convene a meeting of the directors.
32 (1) The directors may delegate any, but not all, of their powers to committees consisting
of the director or directors as they think fit.
(2) A committee so formed in the exercise of the powers so delegated must conform to
any rules imposed on it by the directors, and must report every act or thing done in exercise of
those powers to the earliest meeting of the directors held after the act or thing has been done.
33 A committee must elect a chair of its meetings, but if no chair is selected, or if at a
meeting the chair is not present within 30 minutes after the time appointed for holding the
meeting, the directors present who are members of the committee must choose one of their
number to be the chair of the meeting.
34 The members of a committee may meet and adjourn as they think proper.
35 For a first meeting of directors held immediately following the appointment or election of
a director or directors at an annual or other general meeting of members, or for a meeting of the
directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to
give notice of the meeting to the newly elected or appointed director or directors for the meeting
to be constituted, if a quorum of the directors is present.
36 A director who may be absent temporarily from British Columbia may send or deliver to
the address of the society a waiver of notice, which may be by letter, telegram, telex or cable, of
any meeting of the directors and may at any time withdraw the waiver, and until the waiver is
withdrawn,
a. a notice of meeting of directors is not required to be sent to that director, and
b. any and all meetings of the directors of the society, notice of which has been given to
that director, if a quorum of the directors is present, are valid and effective.
37 (1) Questions arising at a meeting of the directors and committee of directors must be
decided by a majority of votes.
(2) In the case of a tie vote, the chair does not have a second or casting vote.
38 A resolution proposed at a meeting of directors or committee of directors need not be
seconded, and the chair of a meeting may move or propose a resolution.
39 A resolution in writing, signed by all the directors and placed with the minutes of the
directors, is as valid and effective as if regularly passed at a meeting of directors.
40 (1) The president presides at all meetings of the society and of the directors.
(2) The president is the chief executive officer of the society and must supervise the
other officers in the execution of their duties.
41 The vice president must carry out the duties of the president during the president’s
absence.
42 The secretary must do the following:
a. conduct the correspondence of the society;
b. issue notices of meetings of the society and directors;
c. keep minutes of all meetings of the society and directors;
d. have custody of all records and documents of the society except those required to be
kept by the treasurer;
e. have custody of the common seal of the society;
f. maintain the register of members.
43 The treasurer must
a. keep the financial records, including books of account, necessary to comply with the
Society Act, and
b. render financial statements to the directors, members and others when required.
44 (1) The offices of secretary and treasurer may be held by one person who is to be known
as the secretary treasurer.
(2) If a secretary treasurer holds office, the total number of directors must not be less
than 5 or the greater number that may have been determined under bylaw 25(2).
45 In the absence of the secretary from a meeting, the directors must appoint another
person to act as secretary at the meeting.
46 The directors may provide a common seal for the society and may destroy a seal and
substitute a new seal in its place.
47 The common seal must be affixed only when authorized by a resolution of the directors
and then only in the presence of the persons specified in the resolution, or if no persons are
specified, in the presence of the president and secretary or president and secretary treasurer.
48 In order to carry out the purposes of the society the directors may, on behalf of and in
the name of the society, raise or secure the payment or repayment of money in the manner they
decide, and, in particular but without limiting that power, by the issue of debentures.
49 A debenture must not be issued without the authorization of a special resolution.
50 The members may, by special resolution, restrict the borrowing powers of the directors,
but a restriction imposed expires at the next annual general meeting.
51 This Part applies only if the society is required or has resolved to have an auditor.
52 The first auditor must be appointed by the directors who must also fill all vacancies
occurring in the office of auditor.
53 At each annual general meeting the society must appoint an auditor to hold office until
the auditor is re-elected or a successor is elected at the next annual general meeting.
54 An auditor may be removed by ordinary resolution.
55 An auditor must be promptly informed in writing of the auditor’s appointment or removal.
56 A director or employee of the society must not be its auditor.
57 The auditor may attend general meetings.
58 A notice may be given to a member, either personally or by mail to the member at the
member’s registered address.
59 A notice sent by mail is deemed to have been given on the second day following the day
on which the notice is posted, and in proving that notice has been given, it is sufficient to prove
the notice was properly addressed and put in a Canadian post office receptacle.
60 (1) Notice of a general meeting must be given to
a. every member shown on the register of members on the day notice is given, and
b. the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of a general meeting.
61 On being admitted to membership, each member is entitled to, and the society must give
the member without charge, a copy of the constitution and bylaws of the society.
62 These bylaws must not be altered or added to except by special resolution.