LETHBRIDGE MINOR BASKETBALL ASSOCIATION BYLAWS
ARTICLE 1 – PREAMBLE
1.1 The name of this organization is the Lethbridge Minor Basketball Association
1.2 This document constitutes the general bylaws of the Lethbridge Minor Basketball Association. The bylaws regulate the transaction of business and affairs of the society.
ARTICLE 2 – DEFINITIONS
In these Bylaws, the following words have these meanings:
2.1 Act means the Societies Act R. S.A. 2000 Chapter 5 – 14 as amended or any statute substituted for it.
2.2 Annual General Meeting means the annual general meeting described in Article 6.1.
2.3 “Articles” means the articles of the society from time to time in force and effect.
2.4 Appointed Board Members is a member of the Board of Directors who is appointed to serve on the Board due to selective understandings;
2.5 “Board” means the Board of directors of the Society
2.6 “Director” means any person elected or appointed to the Board. This includes the President, Vice President and the immediate Past President.
2.7 “Ex officio” means stemming from the position rather that the person.
2.8 “Member” means any individual that meets the criteria as laid out in Article 5.
2.9 “LMBA” means the Lethbridge Minor Basketball Association
2.10 “Policy” means the Board has the right and responsibilities for developing policies consistent with the objects and Bylaws of the Society.
2.11 “Society” means the Society of the Lethbridge Minor basketball Association. The term is used interchangeably with Association.
2.12 “Voting Member” means an individual member or family is entitled to vote at the meetings of the Society as described in Article 6.3.5.
2.13 “Officer” is a member of the Societies Executive committee (Past President, President, Vice President, Secretary and Treasurer)
2.14 “Current” means from registration date to registration date.
OBJECTIVES OF THE SOCIETY
The objectives of the society are filed separately with the Corporate Registry.
NAME AND LOGO
The name and logo are:
Lethbridge Minor Basketball Association hereinafter referred to as LMBA.
or treasurer has the authority to use the logo and corporate seal.
Board members and other members on special assignment of the board may use the logo if
given permission through a vote at a board meeting.
The seal and records will remain at the records office of the LMBA.
Membership is open to the general public representative of the larger community; does not depend
on an individual’s relationship with a particular individual or individuals; and is not restricted by
gender, ethnic, racial, or cultural background.
Membership fees, if any, may be determined from time to time by the board.
If any member is in arrears for fees or assessments for any year, such member shall be automatically
suspended as of the end of the year for which the dues are paid and shall thereafter be entitled to
no membership privileges or powers in the LMBA until reinstated.
Any member may be expelled from the
LMBA for any reason the association deems reasonable but
only upon a two thirds majority vote by members at a special meeting.
The rights and obligations of the members shall be to adhere to the Bylaws and Mission Statement.
Any member wishing to withdraw
from the membership may do so upon writing to the secretary.
6.1 Annual General Meeting
The society shall hold the
annual meeting before the end of September
, in Lethbridge, Alberta, Canada.
The President will call the Meeting and set
the place, day, and time of the meeting.
Notice of the time and place of the Annual General Meeting (AGM) shall be given by public paper,
mail or email, twenty on (21days) prior to the date of the meeting.
6.1.2 Agenda for the AGM will consist of the following matters:
a) Adopting the agenda;
b) Adopting the minutes of the last AGM;
c) Boards Annual Report –
President Report, Treasurers report, and committee reports;
d) Treasurer shall present the report setting out the Society’s income, disbursements, as
sets, and liabilities and the auditor’s report.
e) Appointment of auditors;
f) Election of the Members of the Board and Officers; and
g) Considering matters specified in the meeting notice.
A quorum will be twenty (20) members. The secretary will determine from registration and
membership lists, the eligibility of each voter prior to the commencement of the AGM.
6.2 Special General Meeting of the Society
A special meeting of the association may be called from time to time as deemed necessary:
a) By the President, or
b) By a resolution of the Board; or
c) By the President or secretary upon the receipt of a petition signed by one third of the members
in good standing, setting forth the reasons for calling such meeting and motion(s) intended to
be submitted at this Special General meeting
6.2.1 Notice of Meeting
Notice of the time, place and purpose of the Special General Meetings shall be given in writing to the
last known address of each member and shall be mailed or emailed or faxed at least 7 days prior to
the date of the meeting.
a) Only members of the association may vote
b) A quorum will consist of twenty (20) members
6.3 Proceedings at Annual General Meeting or Special General Meeting
6.3.1 Attendance by the Public
All Annual Meetings and Special General Meetings of the Society are open to the public.
A majority of voting members present may meet in camera on sensitive issues, if a majority of the
members support a motion to move in camera. Any decisions made while in camera must be ratified
out of camera.
6.3.2 Failure to reach a Quorum
In the event an Annual General Meeting or Special General Meeting fails to achieve Quorum with
fifteen minutes after the set start time, the meeting maybe recalled and those in attendance will
constitute a Quorum
The chair of any meeting of the members shall be the president or in his or her absence, the Vice
President. In the absences of either officer,
the Past President. In the absence of these three officers,
the members shall choose one of t
he Directors. The secretary of the meeting shall be the secretary of
the Society. Notwithstanding the above, the chair of the meeting may appoint a person who need not
be a member to act as secretary of the meeting.
188.8.131.52 The President
may adjourn any Annual General Meeting with the consent of the
members of the meeting
184.108.40.206 The adjournment AGM may be reconvened to conduct only the unfinished business from
the initial meeting.
220.127.116.11 No notice is necessary if the AGM is adjourned for
less than thirty (30) days
18.104.22.168 The Society must give notice when an AGM is adjourned for thirty (30) days or more.
Notice must be the same as for any AGM.
.1 Each voting member
has one (1) vote at an AGM or Special
There will be no proxy votes.
22.214.171.124 Voting shall be by way of show of hands
126.96.36.199 Any five (5) members may request a ballot vote, but such a request may be
withdrawn at any time prior to the taking of the ballot.
188.8.131.52 The President does not have a second or casting vote in the case of a tie vote. If there is
a tie vote the motion is defeated.
A simple Majority vote of 51% of the votes cast decides each issue and a resolution.
184.108.40.206 At this meeting there shall be elected a maximum of twelve (12) directors. The officers
and directors so elected shall form a Board, and shall serve until their successors are elected and
installed. Any vacancy occurring during the year shall be filled at the next regular Board meeting,
provided it is in
the meeting agenda. Any member in good standing shall be eligible to any office
in the Society.
220.127.116.11 Failure to Give Notice of Meeting
No action taken at a General Meeting is invalid due to:
a) Accidental omission to give any notice to any member;
b) Any member not receiving any notice; or
c) Any error in any notice that does not affect the meaning.
18.104.22.168 Written Resolution of all the Voting Members
All voting members may agree to and sign a resolution. This resolution is as valid as one passed
at a General Meeting. It is not necessary to give notice or to call a General Meeting. The date on
the resolution is the date it is passed.
THE GOVERNANCE OF THE SOCIETY
7.1 The Board of Directors
The board is responsible for the governance and management of
the affairs of the society. The Board
may retain an administrator or designate committees to carry out the functions under the direction and
supervision of the Board.
7.1.1 Powers and duties of the Board
The Board has the powers of the Society, as stated
in the Society’s Act. The powers and duties of the
a) Serves to direct the setting and execution of the objectives of the Society
b) Promoting the membership of the Society
c) Maintaining and protecting the Society’s assets and property
d) Approving the Annual Budget
e) Ensuring that all expenses are paid for operating and managing the Society;
f) Approving borrowing or raising monies to finance the operation and management of the
society consistent with all legal and fiduciary requirements, including mortgaging any or all of
the property of the Society;
g) Approving all contracts for the Society
h) Ensuring all accounts and financial records of the society are maintained and accessible to
Directors and members.
i)Setting policies, rules and regulations for governing,
managing and operating the Society, its facilities and assets;
j) Appointing legal counsel as necessary; and
k) Without limiting the general responsibility of the Board, delegating its responsibilities and
duties to Committees and paid staff of the Society.
2 Composition of the Board
The Board shall consist of a minimum seven (7)
members to a maximum sixteen (16 ). A maximum of25% of
the Board of Directors can be appointed.
7.1.3 Election of Directors
22.214.171.124 The Board will appoint a Nominating Committee not
less than twenty (20) days in
advance of the AGM. The Nominating committee shall present a slate of
candidates naming individual members in good standing for the
election as Directors; after having insured that each
nominee is eligible for election and will accept if elected. Nominations will not be accepted from
the floor at the time of the AGM unless two thirds (2/3) of the votes cast at the AGM agree that
the nominations can be made at the AGM.
126.96.36.199 An individual member who has been nominated to stan d for election but will be absent
at the time of the election, must indicate in writing to the Nominating Committee prior to the
election that he/she will accept if he/she is elected.
188.8.131.52 Voting shall be secret ballot. The candidate receiving the most
votes shall be declared elected. A minimum of two (2) people shall be appointed by LMBA to count ballots.
184.108.40.206 Board members must be LMBA members in good standing prior to being elected and
throughout their terms.
220.127.116.11 Voting members may elect a Director of the board for a maximum of 2 consecutive 2
year terms. At the pleasure of the board, Directors can be reappointed for an addition term.
Directors shall be eligible for reelection after one (1) year of retirement.
18.104.22.168 Voting members elect the Officers at the Annual General Meeting. The election of the
Vice President can be postponed until the first board meeting after the AGM, there must be two
thirds (2/3) of the votes cast at the AGM.
Election of the Officers
Voting members at the AGM shall elect the Vice President for the upcoming year. This person shall
become President immediately following the next AGM. The Vice President elected
at the prior year’s AGM becomes President for the coming year. The President becomes Past President.
Secretary and Treasurer shall be elected from the Board by membership at the AGM.
7.1.5 Resignation or Removal of a Director from the Board of Directors
22.214.171.124 A Director, and Officers may resign from office by giving one (1)
months’ notice in writing. The resignation takes effect on the date the Board accepts the resignation.
Any Director or officer upon a two thirds (2/3) majority vote of those members present at a duly
called Special Board Meeting will be removed.
Interim vacancies may be filled by the Board at regular Board Meetings. These Board members
will then be added to the slate at the next AGM. It is the responsibility of the Board as a whole
to replace Board Members as vacancies occur.
7.1.6 Meetings of the Board
126.96.36.199 The Board holds a minimum of six (6) regularly scheduled Board Meetings per year.
188.8.131.52 The President calls the meetings. The President may also call an extra meeting and if any
three (3) Directors makes a request in writing and states the business
for the meeting.
184.108.40.206 A minimum of seven (7)days’ notice
of Board Meetings must be mailed, emailed, or
otherwise delivered to each Board Member. The notice will include agenda, minutes of the
previous meeting and other reports as required.
220.127.116.11 The presence of six (6) voting Directors at any regular Board Meeting constitutes a Quorum
18.104.22.168 Each voting Director, including the President has one (1) vote.
22.214.171.124 Board Meetings are open to members and any member of the public but only Directors
may vote. The Board may also meet in camera on sensitive issues if majority of the Directors
support a motion to move in camera. Any Board decisions made in camera must be ratified out
126.96.36.199 If Board members have missed at least one (1) Board Meeting and one (1) Special
General Meeting or two (2) Board Meetings, it is the responsibility of the President to discuss
the importance of attendance with the Board Member who is not attending. A Board Member
who fails to attend three (3) consecutive Board M eetings may be asked by the Board to resign.
188.8.131.52 In the event a regular board meeting fails to achieve a quorum within 15 minutes after
the set start time, the meeting may be recalled and those in attendance will constitute a
1 The Officers of the Association are the Past President, President, Vice President, Secretary and
7.2.2 The Officers of the Association are elected from among the Directors for the following year.
7.2.3 The offices of Vice President, President and Past President are rotated forward. The Vice
President is elected and normally moves to president the next year, following the next year as Past
President. At the pleasure of the Board these officers could serve a second term.
7.2.4 Secretary and Treasurer serve a two year term with an option of a
second two year term.
7.2.5 An officer may resign their responsibilities without resigning from the Board. In such
Circumstances, the board will appoint an interim replacement.
7.3 Duties of the Officers of the Society
7.3.1 The President will conduct all meetings of the association and be responsible for the general
business, agenda, and responsibilities of the LMBA
a) Act as the main spokesperson of the association,
b) Is welcome to attend as an exoffico member of all committees
c) Consensus will be the order of the day, where there is a tie, the President does not have a
second or casting vote. If there is a tie vote, the motion is defeated.
d) Ensure that decisions or votes are carried out;
e) When needed, Robert’s Rules of order will be used.
f) Is a member of the executive
g) Carries out other duties assigned by the Board
7.3.2 The Vice President will conduct meetings in absence of the President, assist the President and
assure such responsibilities as assisted.
a) Replace the President at various functions when asked to do so by the President.
b) Is a member of the executive committee and will be encouraged to chair one of the Standing
c) Is a member of the executive committee
d) Carries out other duties assigned by the Board
7.3.3 The Secretary will keep accurate minutes and records of all meetings of the association, record
of the teams, players and coaches and assume such responsibilities as are assigned. The secretary will
keep a list of its past and present member’s names, addresses, dates of membership start and end.
a) Keeps and preserves the Board’s correspondence, motions, contracts and other important
records of the society;
b) Make sure a record of names and addresses of all members
c) Makes sure all notices of various meetings are sent;
d) Is a member of the executive committee
e) Carries out other duties assigned by the Board.
7.3.4 The Treasurer will be responsible for all financial business of the association, the recordkeeper
of all financial transactions, and ensure that the year end financial audit (annual Return) is handed in
to the society governing body (Alberta Registries)
a) Make sure a full detailed account of revenues and expenditures is presented to the Board as
b) Make sure and audited statement of the financial position of the Association is prepared and
presented at the Annual General Meeting;
c) Is a member of the Executive committee
d) Carries out other duties assigned by the Board;
e) Ensures that annual fees are collected and deposited
f) Ensures the filling of the Annual Return, changes in the Directors of the organization,
amendments in the Bylaws and other incorporating documents with the Corporate Registry.
7.3.5 Past President will chair the nominating committee and preside at various functions when the
Preside nt or Vice President is not in attendance.
Past President carries out other duties assigned by the Board.
7.4 Board Committees
The Board will appoint committees to bring about efficiency and effectiveness in the association.
7.5 Standing Committees
The Board Standing Committees will be outlined yearly in the Organizational and Administrative
Structure document. Generally there will be nine (9) committees in the areas of: Steve Nash, Super
League, Club Ball, Publicity and Registration, Facilities, Equipment, Officiating and Coaching.
7.6 The Executive Director
7.6.1 The Board may hire and Executive director to carry out assigned duties.
7.6.2 The Executive Director reports to and is responsible to the Board and acts as an advisor to the
Board and to the Board Committees. The Executive Director does not vote at any meeting.
7.6.3 The roles and responsibilities of the Executive Director shall be defined by the Board within the
relevant job description and contract document.
FINANCE AND OTHER
8.1 The Registered Office
The Registered Office of the Society is located in Lethbridge, Alberta.
8.2 Finance and Auditing
8.2.1 A qualified financial auditor or two members of the Society will be appointed at e
ach AGM to
do an audit; the financial review will be conducted in accordance with the Societies Act
8.3 Cheques and Contracts of the Society
8.3.1 Financial signing authority will include the Past President, President, Vice President, and
8.3.2 All contracts of the Society must be signed by two (2) Officers with signing authority.
8.3.3 All cheques of the Society must be signed by two (2) Officers with signing authority.
8.3.4 The Board may authorize the Executive Director to sign cheques for certain amounts in certain
circumstances. The Executive Director may not sign his/her own pay check.
8.4 Official Records of the Society
8.4.1 The Treasurer is responsible for maintaining all of the Official Records at the Registered Office
of the Society.
8.4.2 A member wishing to inspect the books or records of the Society must give a minimum of five
(5) days to the President or Secretary of their intentions to do so. Unless otherwise permitted by the
Board, such inspection will take place only at the Registered Office or other regular business premises
operated by the Society, during normal business hours. This does not apply to the records that the
Board designates confidential.
8.5 Borrowing Powers
For the purpose of carrying out its objectives, the Society 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 the Society, and in no case shall debentures be issued
without the sanction of a special resolution on the Society.
8.6.1 No member, Director, or Officer of the Society receives any payment for their services as a
Member, Director or Officers.
8.6.2 Reasonable expenses incurred while carrying out duties of the Society may be reimbursed upon
8.7 Protection and Indemnity of Directors and Officers
8.7.1 Protection and indemnity for Directors and Officers of the Society exists where those in
individuals act in good faith and responsibly perform the duties of Directors or Officers as described
in the Bylaws and policies of this Society. The Society does not protect any Director or Officer for any
act of fraud, dishonesty, or bad faith.
8.7.2 No Director or Officer is liable for the acts of any other Director, Officer, or employee. No
Director of responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of
any person, firm, or corporation dealing with the Society. No Director or Officer is liable for any loss
due to an oversight or error in judgment, or by an act in his or her role for the Society, unless the act
is fraud, dishonesty, or bad faith.
8.7.3 Directors or Officers can rely on the accuracy of any statement or receipt prepared by the
Society’s financial reviewer. Directors and Officers are not held liable for any loss or damage as a
result of acting in good faith and with due diligence on those statements or reports.
AMMENDING THE BYLAWS
9.1 These Bylaws may be rescinded, altered or added to by a “Special Resolution”
9.2 The twenty one (21) days’ notice of the AGM of the Society must include details of the proposed
resolution to change the Bylaws.
9.3 The amended Bylaws take effect after approval of the Special Resolution at the Annual General
Meeting or during a called Special Meetings and uponsubsequent acceptance by the Corporate Registry
DISTRIBUTTING ASSEST AND DISSOLVING THE SOCIETY
10.1 The Society does not pay any dividends or distributed its property/assets among its Directors or
10.2 A decision to dissolve the Society will not be taken lightly and will only be done if all other options
10.3 Dissolution can only be done by Special Resolution adopted by the Members of the Society.
10.3.1 If the Society is dissolved and funds or assets remaining after paying all debts will be paid to
registration and incorporated non profit organizations that has similar objects to those of the
Lethbridge Minor Basketball Association.
10.3.2 Members are to select the organization to receive the assets by Special Resolution. In no event
do any members receive any assets of the Society.