Constitution and By-laws

CONSTITUTION as per BRITISH COLUMBIA SOCIETY ACT

1. The name of the Society is the BRITISH COLUMBIA AMATEUR SYNCHRONIZED SWIMMING ASSOCIATION, also known as SYNCHRO BC
   
2. The purpose of the Society are to:
1. Promote, teach, foster, encourage and improve Synchronized Swimming in British Columbia.
2. Regulate Amateur Synchronized Swimming in British Columbia and to deal with any infringement thereof.
3. Establish and maintain standards of certification of coaches and officials.
4. Stimulate public opinion in favour of providing proper accommodation, adequate facilities and trained instructors for teach and developing Synchronized Swimming in British Columbia.
5. To raise money to fulfill the purposes of the association.
   
3. Not For Profit
   The purposes of the Association shall be carried out without gain or profit to its members and any profits or other accretions to the Association shall be used in promoting its purposes, and this is unalterable.
   
4. Dissolution
   In the event that the Association should at any time be wound up or dissolved, the remaining assets after payment of all debts and liabilities shall, within one year, be turned over to another organization or organizations promoting the same purposes as the Association or to a recognized charitable organization in the Province of British Columbia or elsewhere in Canada or elsewhere in Canada as directed by the members, and this is unalterable.
   
5. Paragraphs 3,4,5, of this Constitution are unalterable in accordance with the Society Act.

BY- LAWS

Part 1: INTERPRETATION

1. In these By-Laws, unless the context otherwise requires,
   1. "Directors" means the directors of the Society for the time being.
   2. "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it.
   3. "Registered Address" of a member means his/her address as recorded in the register of members.
   4. "Term" means the time between the Annual General Meeting and the immediate next Annual General Meeting.
   5. "Officer term" means the time between the first directors meeting following appointment and the immediate next Annual General Meeting, or, if officers are elected at the Annual General Meeting, "Officer term" has the same meaning as "term".
   
   
2. The definitions of the Society Act on the date these By-Laws become effective apply to these By-Laws.
   
3. 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

1. Membership
   1. Members shall be admitted to and removed from membership as provided in these By-laws. The rights, duties and privileges of members shall be as set out in these By-laws. The members of the Society shall be those persons, clubs, corporations or organizations who are appointed as members or whose applications for membership in the Society are accepted by the Directors of the Society.
2. Classes of Membership There shall be four classes of membership as follows:
   1. Full Member Club Competitive - who shall be registered as full competitive members of the Society and may have recreational members
   2. Full Member Club Recreational - who shall be registered as full recreational members of the Society
   3. Individual Members - who shall be individuals who register with the Society, such as athletes, coaches, officials, volunteers or supporters.
   4. Associate Members - who shall be corporate and other interested organizations or individuals who register with the Society or who shall be organizations, corporations or individuals registered with the Society who are covered under their organizations insurance plan. This includes YM/YWCAs and schools, community organizations, where their programmers, participants and/or coaches are involved in the recreational or summer swimming aspects of synchronized swimming.
   5. Honourary members - who shall be individual members of the Society but shall not be required to make payment of dues. An honourary member is someone who has rendered outstanding service to the Society.
3. Member in Good Standing
   1. In order to be in good standing, a member shall pay the membership fee or fees as determined by the Board of Directors of the Society. A member who fails to pay within the specified time of registration or within 90 days of a request to do so, the membership fee or fees or any other debt, due, owing and payable by the member to the Society shall cease to be a member in good standing.
   2. Members shall uphold the Constitution and By-laws in order to maintain good standing in the Society.
4. Cessation of Membership
   1. A member shall cease to be a member of the Society:
      1. by delivering his resignation, in writing, to the Society, or
      2. on his death or
      3. in the case of a corporation on dissolution or
      4. by being expelled, or
      5. on having been a member not in good standing for 6 consecutive months
   2. A member may be expelled:
      1. by a resolution by the Directors of the Society, and
      2. the resolution shall be accompanied by a brief statement of the reason or reasons for the proposed expulsion, and
      3. the member who is the subject of the proposed resolution for expulsion shall be given an opportunity to be heard at the Directors meeting before the resolution is put to a vote

Part 3: MEETINGS OF MEMBERS

1. Annual and General Meetings of Members:
   1. General Meetings of the Society shall be held at such times and places, in accordance with the Society Act, as the Directors decide. The Directors may, whenever they think fit, convene an Extraordinary General Meeting.
   2. No public notice or advertisement of members meetings, Annual or General shall be required, but notice of the day, time and place of every such meeting shall be given to each member fourteen (14) days or more before the time fixed for the holding of the meeting and in the case of special business state the general nature of that business.
   3. Notice may be given personally, by mail or by electronic means to the member at such mail address or electronic address as appears on the books of the Society.
   4. An Annual General Meeting of the Society shall be held at least once in every calendar year and not more than fifteen months after the holding of the last preceding Annual General Meeting.
2. Error or Omission in Notice
   1. 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. Quorum of Members
   1. A quorum for the transaction of business at any meeting of the members shall consist of five (5) members present in person.
   2. No business other than the election of a chairperson and the adjournment or termination of the meeting shall be conducted at a General Meeting where there is no quorum of members present. If at any time during a General Meeting, there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until a meeting is adjourned or terminated.
   3. If, within thirty (30) minutes of the time appointed for a members meeting, a quorum is not present, the meeting shall 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 thirty (30) minutes from the time appointed, the members present constitute a quorum.
4. Chairperson at General Meeting
   1. The President of the Society, or one of the Vice Presidents, shall preside as Chairman of a General Meeting.
   2. If at a General Meeting:
      1. there is no President, or other director present within fifteen(15) minutes after the time appointed for holding the meeting, or
      2. the President and all the other directors present are unwilling to act as Chairman, the members present shall choose one of their number to be Chairman.
5. Adjournment
   1. A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left at the meeting at which the adjournment took place. Where a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given.
6. Voting of Members
   1. Each Individual Member shall have one vote on each question arising at any special or General Meeting of the Society.
   2. No proxy votes will be permitted.
   3. Clubs, Associate and Honourary members shall have no vote.
   4. Every question shall be decided by a majority of the votes of the members voting in person. Voting may be by a show of hands or by ballot, if requested. The election of directors shall be by secret ballot.
   5. In the case of a tie vote at any general meeting, the chairman does not have a casting or second vote in addition to the vote which he or she may be entitled as a member, and the proposed resolution does not pass.

Part 4: Board of Directors

1. Members of the Board
   • The affairs of the Society shall be managed by an elected Board of Directors consisting of:
     • President
     • Vice President
     • Vice President Finance
     • Vice President Marketing and Communications
     • Vice President Development
     • Vice President Competitions
     • Vice President Human Resources
     • Secretary
     • Director at Large
   • There shall be an Athletes Representative on the board who shall be appointed by the members of the Board.
   • There shall be an elected sub-committee of the board consisting of representatives of each zone in British Columbia (zones one to eight), who shall be called the Zone Advisory Council (ZAC) and who shall be chaired by the Director of Development.
2. Election of Directors
   1. The Directors, upon completion of their term, must retire from office at the Annual General Meeting. Separate elections must be held for each office to be filled. An election may be by acclamation, otherwise it must be by ballot.
   2. Members may by special resolution remove a Director before the expiration of the Director's term of office and may elect a successor to complete the term of office.
   3. The Directors may at any time appoint a member as director, officer, or Zone Advisory Council member to fill a vacancy. In the event of a resignation of a director or ZAC member the remaining directors shall appoint a member to take the place of the former director or Zone Advisory Council member.
   4. A Director or officer appointed to fill a vacancy holds office until the conclusion of the next following Annual General Meeting of the Society but is eligible for re-election at the next meeting.
   5. No Act or proceedings of the Directors is invalid by reason only of there being less than the prescribed number of directors in office.
   6. 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.
3. Board Meetings
   1. The Directors may meet together at such places as they think fit for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they see fit.
   2. The Directors may from time to time fix the quorum necessary for the transaction of business and, unless so fixed, the quorum shall be a majority of the Directors then in office.
   3. A Director may, at any time, or the Secretary, on the request of a Director shall, summon a meeting of the Directors.
   4. A resolution in writing, approved by all the Directors and placed with the minutes of the Directors is valid and effective as if regularly passed at a meeting of Directors.
   5. No error or omission in giving the notice for a meeting of the Board shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meeting and any Director may, at any time waive notice of a meeting and may ratify and approve any or all proceedings taken or had at the meeting.
4. Committees of the Board
   1. The Board may establish committees, determine the duties of the committees and delegate authority to them.
   2. Committees appointed by the Board shall exercise those powers and duties as so authorized from time to time by the Board.
   3. Members of the committees shall be appointed by and hold office at the pleasure of the Board. The Board may in its discretion appoint a person to be the chairperson of a committee and authorize the chairperson to select the members of the committee.
   4. Each committee shall submit to the Board such reports as the Board may, from time to time, request.
5. Board Voting
   1. Questions arising at any meeting of the Board shall be decided by a majority of votes. In the case of an equality of votes, the chairperson of the meeting shall not have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand is made the vote shall be taken in the usual way by a show of hands.
   2. A declaration by the chairperson of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. No resolution proposed at a meeting of the Board need be seconded and the chairperson of the board may move or propose a resolution.
   3. If all regulations and by-laws are followed, then a resolution passed by the Board meeting by teleconference call or acceptable electronic means and placed with the minutes of the directors is valid and effective, as if regularly passed at a meeting of the Board.
   4. A member of the Board shall abstain from any vote where a commitment of funds administered by the Society will benefit an individual, group or club not at arm's length from the board member. This provision does not apply to a vote on membership fees.
6. Powers of Directors
   1. The board shall have full power with respect to all affairs of the Society and no resolution passed by the Board or any other action taken by the Board requires confirmation or ratification by the members of the Society in order to become valid or to bind the Society.
   2. Without limiting the generality of the powers of the Board as set out, the Board shall have the power to pass, without any confirmation by the members necessary, rules and regulations related in anyway to the operation of the Society, including, without limitation, conduct of members, officials and coaches, rules of order for meetings and all other aspects of the operation of the Society.
7. Duties of the President and Vice President
   1. The president shall, when present, preside at all meetings of the members of the Society and the Board. The president, subject to the authority of the Board, shall be, ex officio, a member of all committees. The president shall perform such other duties as may from time to time be determined by the board. During the absence or inability of the president , the president's duties and powers may be exercised by the vice president or such other director as the Board may, from time to time, appoint for the purpose.
8. Duties of Other Officers
   1. The duties of all other officers of the Society shall be as such as the terms of their engagement call for or the Board requires of them. The Board may add additional duties to any office or transfer duties among officers.
9. Executive Director/CEO
   1. The Board may from time to time, appoint and employ an Executive Director &/or CEO and may delegate to that person the authority to manage and direct the business and offices of the Society as the Board may, from time to time, determine (except for the matters and duties as must, by law, be transacted or performed by the Board or by the members). The Executive Director/CEO shall report on the affairs of the Society as may be required, from time to time, by the Board.

Part 5: Business of the Society

1. Execution of Documents
   1. Licensees, contracts and engagements on behalf of the Society shall be signed by either the president or designated member of the board.
   2. Contracts in the ordinary course of the Society's operations may be entered into on behalf of the Society by the executive director/CEO or any person authorized by the Board.
   3. The Board may at any time, by resolution, direct the manner in which, and the person or persons whom, any particular instrument, contract or obligation of the Society shall be executed.
2. Seal
   1. The Directors may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.
   2. The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the President and Secretary or President & VP Finance.
3. Borrowing
   1. In order to carry out the purposes of the Society, the Directors may, on behalf of and in the name of the Society, raise and 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.
   2. A debenture must not be issued without the authorization of a special resolution.
   3. The members may, by special resolution, restrict the borrowing powers of the Directors, but a restriction imposed expires at the next Annual general Meeting
4. Auditor
   1. Where the Society is required or has resolved to have an auditor, the Society, at each Annual General Meeting, shall appoint an auditor to hold office until re-elected or a successor elected at the next Annual general meeting. The auditor may be removed by ordinary resolution. No Director or employee of the Society shall be auditor. The auditor may attend general meetings.