CONSTITUTION / BYLAWS


SAMHA Constitution and Bylaws - CLICK HERE

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SALMON ARM MINOR HOCKEY ASSOCIATION
CONSTITUTION
(as amended by special members resolution dated ____ ...;, 2012

ARTICLE 1
NAME OF THE SOCIETY
The name of the Society is "Salmon Arm Minor Hockey Asso(?iation" hereinafter referred to
as the "Society".

ARTICLE 2
PURPOSES OF THE SOCIETY
The objectives of the Society are:

a. To foster, improve, promote, and encourage the sport of amateur
hockey.
b. To promote sportsmanship and good citizenship within the Society and
within the community.
c. To formulate and deliver an effective amateur hockey program.
d. To promote positive and respectful communication throughout the
Society.
e. To elevate awareness of the responsibilities of the Hockey Public in
ensuring the game is played in a positive environment.
f. To raise money by membership fees, annual membership dues, registration
fees, fines, subscriptions, assessments, donations, gifts, grants, sales, rentals,
borrowing, sponsorship, fundraising by other means and by the issue of
bonds and/or debentures which may be secured by a Mortgage or
Mortgages upon the assets of the Society.

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g. to promote and encourage effective communication and awareness of the
interests, ideas and concerns of parents of minor hockey participants,
amongst the community in general, and existing minor hockey associations
in particular.
h. To affiliate with and cooperate with other local amateur hockey
associations, Regional (Okanagan Mainline Amateur Hockey
Association), Provincial (BC Hockey), and National (Hockey Canada)
governing bodies.
i. To establish and maintain uniform playing rules in accordance with
rules laid out by BC Hockey and Hockey Canada.
j. To enforce the rules of amateur hockey as adopted by the Society.
k. To develop coaches and other officials and to ensure they have the
necessary credentials, as dictated by BC Hockey and/or Hockey
Canada.
I. To actively promote and support equal access to hockey programs
and services regardless of gender, sexual orientation, ethnic origin,
racial origin or religion.
m. To encourage volunteers within the Society to put the needs of the
game ahead of any personal interests.
n. To enable the parents of minor hockey participants to share resources
and information.
o. To hold assets, both personal property and real property, to assist in
attaining the above objects.

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p. To do everything incidental and necessary to promote and attain the
foregoing objects.

ARTICLE3
PLACE OF OPERATION
The operations of this Society are to be primarily carried on in the community of Salmon Arm,
Province of British Columbia.

ARTICLE4
AFFILIATION
As an unalterable provision of this Constitution, this Society shall be affiliated with
Okanagan Mainline Amateur Hockey Association, BC Hockey and Hockey Canada.
ARTICLES
DISSOLVING
In the event that the Society should be dissolved, the remaining assets after payment of all
debts and liabilities shall be turned over to a recognized charitable organization with similar
objectives in the Province of British Columbia, as directed by the members. Should the
Society which received charitable gaming funds from licensed charitable gaming and/or
direct charitable access, dissolve or cease to exist, then all gaming monies or assets
purchased with gaming funds held at the date of dissolution shall be distributed by the Society
to a recognized charitable organization or organizations in British Columbia having a similar
charitable purpose. This provision is unalterable.
ARTICLE6
NOT FOR PROFIT
As an unalterable provision of this Constitution, the purpose of this Society shall be not for
profit.

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SALMON ARM MINOR HOCKEY ASSOCIATION
BYLAWS

Part 1- Interpretation


1. 1) In these bylaws, unless the context otherwise requires:
"Directors II means the Directors of the Society for the time being;
"Society Act" means the Society Act of British Columbia (RSBC 1996]
Chapter 433 from time to time in force and all amendments to it;
"registered address II 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.
Part 2 - Membership
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.
1) Any person of good character shall be eligible for membership in the Society.
Persons under the age of nineteen (19) years may be admitted as a member of
the Society and/or appointed to any office and he will be liable for the payment
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of the membership fees and dues as if he were of full age. Corporations may be
admitted to membership in the Society and may be represented by an
authorized representative designated by that Corporation.
2) The membership fee shall be One ($1.00) dollar and the annual membership
dues shall be determined by the Society at each Annual General Meeting,
provided however, that parents or legal guardians of players properly
registered and in good standing in this Society, shall be deemed to be paid up
members of this Society, and further provided that all officials elected at a
General Meeting or appointed by this Society, e.g., coaches, managers,
referees, etc., and other game officials, shall also be deemed to be paid up
members for an entire year encompassing the season in which they perform
their duties.
4. A person may apply to the Board of Directors for membership in the Society and, on
acceptance by the Board of Directors, is a member.
5. Every member must observe, abide by and uphold the constitution, bylaws and
regulations of the Society.
6. All members are in good standing except a member who has failed to pay their current
annual membership dues, 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 payment of
same is overdue.
7. 1) All members in good standing shall have all the rights and privileges granted
by the Society.
2) Each member in good standing shall be entitled to attend all general meetings
and to hold office in the Society.
3) All members in good standing shall be entitled to attend all or any open Board
of Directors meetings with no voting privileges.
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8. A person ceases to be a member of the Society;
1) by delivering his or her resignation in writing to the Secretary of the Society or
by mailing, electronic submission, or delivering it to the address of the
Society,
2) on his or her death or, in the case of a corporation, on dissolution,
3) on being expelled, or
4) on having been a member not in good standing for 12 consecutive months.
9. 1) A member may be expelled;
a) by a special resolution of the members passed at a General Meeting.
by an ordinary resolution of the Board of Directors for failure to pay
the annual membership dues within three months from the date they are
set by the Annual General Meeting; or
b) by a special resolution of the Board of Directors for having allegedly
committed unsportsmanlike or improper conduct at any of the activities
of the Society or of other similar organizations, or is guilty of any other
form of gross misconduct, in any location.
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 special resolution for expulsion
must be given an opportunity to be heard at the meeting before the special
resolution is put to a vote.
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Part 3 · Meetings of Members

10. General meetings of the Society must be held at the time and place, in accordance
with the Society Act, that the Board of Directors decides.
11. Every general meeting, other than an Annual General Meeting, is an Extraordinary
General Meeting.
12. (1) Notice of all general meetings must specify the place, day and time 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.
(3) These provisions to call a general meeting are in addition to the ability of the
members to requisition a meeting as outlined in the Society Act.
13. The first Annual General Meeting of the Society must be held not more than 15
months after the date of incorporation and after that an Annual General Meeting must
be held following the close of the hockey season and in any event, prior to the last
Sunday in May of each year.
Part 4 · Proceedings at General Meetings
14. Special business is;
1) all business at an Extraordinary General Meeting except the adoption of rules
of order, and
2) all business conducted at an Annual General Meeting, except the following:
15. (1)
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a) the adoption of rules of order;
b) the consideration of the financial statements;
c) the report of the Directors;
d) the report of the auditor, if any;
e) the election of Directors;
f) the appointment or waiver of the appointment of an auditor, if required;
and
g) 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.
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 8 voting members present or a greater number that the members
may determine in advance at a prior General Meeting.
16. 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,
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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.
17. Subject to bylaw 18, the President of the Society must preside as chair of a General
Meeting, but in the Presidents absence, the order of seniority to act as chair shall be
the Vice President, the Secretary, the Treasurer, or in the absence of which, one of the
other Directors present.
18. If at a General Meeting there is no President, vice President or other Director present
within 15 minutes after the time appointed for holding the meeting, or 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.
19.
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.
(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 second vote in
addition to the vote to which he or she may be entitled as a member, and the
21. (1)
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proposed resolution does not pass.
A member in good standing present at a meeting of members is entitled to one
vote.
(2) Voting is by show of hands except for;
a) the election of Officers and Directors which shall be conducted by secret
written ballot.
b) when a member demands a poll on any question, in which case the vote
shall be conducted by secret written ballot.
(3) Voting by proxy is not permitted.
22. 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.
Part S · Directors and Officers
23. (1) The Board of 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
24.
25.
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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 Board of Directors that would have been valid if that rule had not
been made.
(1) The President, past President, vice President, Secretary, Treasurer (the
"Officers" of the Society and collectively the "Executive Committee") and the
other elected Directors are the Directors of the Society.
(2) The number of Directors must be the Officers of the Society and 5 or a greater
number of other Directors determined from time to time at a General Meeting.
(3) A single person may hold more than one office except for the offices of
President and Vice President.
(4) The term of office for each elected Director and Officer shall be one year.
(1) A Director and Officer ceases being a Director and/or Officer when;
a) at each Annual General Meeting their successors are elected;
b) they cease to become a member of the Society;
c) they are expelled from office by a special resolution of the members;
d) they tender their resignation to the Secretary;
e) they become deceased;
f) they are an undischarged bankrupt; or
26.
27.
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g) They are found by a court, in Canada or elsewhere, to be incapable of
managing their own affairs.
(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.
(1) The Board of 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.
(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 Board of Directors is not invalid merely because
there are less than the prescribed number of Directors in office.
28. 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.
29. A Director must not be remunerated for being or acting as a Director but a Director
must be reimbursed for all expenses necessarily and reasonably incurred by the
Director while engaged in the affairs of the Society.
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Part 6 - Proceedings of Directors
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31.
(1) The Board of 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 Board of 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 Board of 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 the Directors 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 Board of Directors.
(1) The President and the Board of Directors may both delegate any, but not all, of
their powers to committees consisting of the Director or Directors and other
persons 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 Board of Directors, and must report
every act or thing done in exercise of those powers to the earliest meeting of
the Board of Directors held after the act or thing has been done.
32. A committee must elect a chair of its meetings, but if no chair is elected, 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.
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33. The members of a committee may meet and adjourn as they think proper.
34. For a first meeting of the Board 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 Board of 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.
35. 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, cable, electronic mail (E-mail) of any meeting of the Board of Directors and
may at any time withdraw the waiver, and until the waiver is withdrawn;
36.
1) a notice of meeting of the Board of Directors is not required to be sent to that
Director, and
2) any and all meetings of the Board of Directors of the Society, notice of which
has not been given to that Director, if a quorum of the Directors is present, are
valid and effective.
(1) Questions arising at a meeting of either the Board of Directors or committees
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.
37. A resolution proposed at a meeting of the Board of Directors or committee need not be
seconded, and the chair of a meeting may move or propose a resolution.
38. 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 the Board of
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Directors.

Part 7 - Duties of Officers

39. The President must do the following:
1) preside at all meetings of the Society, the Executive Committee and of the
Board of Directors;
2) be the chief executive officer of the Society and supervise the other Officers in
the execution of their duties;
3) be responsible for ensuring the observation and enforcement of all By-Laws,
Rules and Regulations, supervise all activities of the Society, and shall make a
report thereon at every Annual General Meeting of the Society; and
4) be an ex-officio non-voting member of all committees.
40. The Vice President must do the following:
1) carry out the duties of the President during the President's absence;
2) assist the President in the performance of his duties; and
3) liaise with and coordinate the activities of the Committees.
41. The Secretary must do the following:
1) conduct the correspondence of the Society;
2) issue notices of meetings of the Society, the Committee and the Board of
Directors;
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3) ensure that minutes are recorded and kept of all meetings of the Society and
Board of Directors;
4) ensure the safe custody of all records and documents of the Society except
those required to be kept by the Treasurer;
5) ensure the safe custody of the common seal of the Society; and
6) maintain the register of members.
42. The Treasurer must do the following:
43.
1) ensure the safe custody of the financial records, including books of account,
necessary to comply with the Society Act;
2) receive all monies payable to the Society and shall forthwith deposit them to
the Society's bank account;
3) render financial statements and/or reports to the Directors, members and others
when required; and
4) conduct the financial business of the Society as directed by the Board of
Directors.
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
24 (2).
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44. In the absence of the Secretary from a meeting, the Directors must appoint another
person to act as Secretary at the meeting.

Part 8-Seal

 


45. The Board of Directors may provide a common seal for the Society and may destroy a
seal and substitute a new seal in its place.
46. The common seal must be affixed only when authorized by a resolution of the Board
of Directors and then only in the presence of no less than two persons specified in the
resolution, or if no persons are specified, in the presence of either;
1) the President and Secretary;
2) the President and Treasurer; or
3) The President or Secretary and any two other Directors.

Part 9 - Borrowing


47. In order to carry out the purposes of the Society the Board of 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.
48. A debenture must not be issued without the authorization of a special resolution.
49. The members may, by special resolution, restrict the borrowing powers of the Board
of Directors, but a restriction imposed expires at the next Annual General Meeting.
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Part 10 - Auditor

50. This Part applies only if the Society is required or has resolved to have an auditor.
51. The first auditor must be appointed by the Board of Directors and they have the sole
authority to fill all vacancies occurring in the office of auditor.
52. At each Annual General meeting the Society must appoint or waive the appointment
of an auditor to hold office until the auditor is re-elected or a successor is elected at
the next Annual General Meeting. The auditor must be either a Chartered Accountant
or a Certified General Accountant.
53. An auditor may be removed by ordinary resolution.
54. An auditor must be promptly informed in writing of the auditor's appointment or
removal.
55. A Director or employee of the Society must not be its auditor.
56. The auditor may attend general meetings.
Part 11- Notices to Members
57. A notice may be given to a member by any one or more of the following means;
1) personally;
2) by electronic facsimile;
3) by mail to the member at the member's registered address;
4) by electronic mail (E-mail) to the members registered E-mail address; or
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5) by advance publication in a local newspaper circulating generally in the
majority of the area of the municipality of Salmon Arm British Columbia no
less than 14 days in advance of the date of the proposed meeting.
58. (1) 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.
(2) A notice published in a local newspaper shall be deemed to have been sent at
the date and time when same was published and distributed by that newspaper.
(3) A notice sent by electronic facsimile is deemed to have been given on the first
day following the day on which the electronic facsimile was sent.
(4) A notice sent by Electronic mail (E-mail) shall be deemed to have been given
on the first day following that on which the notice is sent, and in providing
that notice has been given it is sufficient to prove the notice was properly sent
via electronic means and that no subsequent notice was received indicating
that the E-mail could be not or was not delivered. It is also necessary that the
notice be prominently posted by the Secretary on the Salmon Arm Minor
Hockey Association website.
59 (1) Notice of a General Meeting must be given to every member shown on the
register of members on the day notice is given, and the auditor, if Part 10
applies.
(2) No other person is entitled to receive a notice of a General Meeting.
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Part 12 · Bylaws


60. On being admitted to membership, each member is entitled to request, and the Society
must give the member without charge, a copy of the constitution and bylaws of the
Society.
61. These bylaws must not be altered or added to except by special resolution.
1) The Secretary must be provided no less than 30 days written notice of the
proposed special resolution along with all pertinent details.
2) The Secretary must then provide the Directors and all members with no less
than 14 days written notice of the proposed special resolution along with all
pertinent details.
3) The above requirements are in addition to those imposed by the Society Act
for special resolutions.

Part 13 · Financial Affairs


62. All money of the Society shall be deposited in the Society's bank account which must
be maintained in a branch of one of the Chartered Banks of Canada or a Credit Union
in British Columbia to be designated by the Board of Directors.
63. All payments made by or on behalf of the Society shall be made by cheque drawn on
the Society's bank account signed by not less than two (2) Officers of the Society to be
designated by the Society from time to time.
64. The financial records and accounts of the Society shall be reviewed annually by a
qualified accountant to be appointed by the Society at its Annual General Meeting, or
failing such appointment, to be appointed by the Board of Directors.
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65. The funds of the Society may only be expended for such purposes as may be
determined necessary for the proper carrying on of the affairs of the Society, including
but not limited to, the general operating expenses, repairs and expenses etc.
66. The books, records and financial statements of the Society may be inspected by any
member in good standing upon the consent of the Board of Directors, following the
submission of a written application to the Secretary or the Treasurer.

Part 14 · Miscellaneous


67. The Society may, by ordinary resolution, become a member of and cooperate with any
other Society or Association whose objects are in whole or in part similar to the
objects of this Society.
68. 1) The Rules of Order of the Society shall be "Call to Order" by Herb Perry and
Susan Perry of Big Bay Publishing Inc.
2) Where the provisions of Call to Order conflict with the provisions of these
Bylaws then the Bylaws shall prevail.

Part 15 - Life Membership


69. As an honour, the highest that may be bestowed by the Society, the members may, at
an Annual General Meeting of the Society, elect any current or past member of this
Society as an Honorary Life Member.
70. The member must have served this Society as a member in good standing at least five
(5) years and rendered outstanding or meritorious service in pursuing the objectives of
the Society.
71. Nominations for Honorary Life Membership may be made by any member of the
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Society. Such nominations must be submitted in writing to the Society's Secretary by
at least four ( 4) weeks prior to the Society's Annual General Meeting, detailing the
service for which the honour is to be bestowed.
72. Honorary Life Members shall have voting privileges at the Society's Annual General
and Special General Meetings.

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