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CONSTITUTION AND BYLAWS Updated by: Maj Pinel – Executive Director Date: July 2017 Version: 1.1

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TABLE OF CONTENTS 1.0 CONSTITUTION ...................................................................................................................................... 2

1.1 Articles ............................................................................................................................................... 2

ARTICLE 1 - NAMES .................................................................................................................................. 2

ARTICLE 2 – MISSION STATEMENT ......................................................................................................... 2

ARTICLE 3 – PURPOSE .............................................................................................................................. 2

2.0 BYLAWS ................................................................................................................................................. 3

2.1 Interpretation .................................................................................................................................... 3

BYLAW 1 – MEMBERSHIP ........................................................................................................................ 4

BYLAW 2 – ORGANIZATIONAL STRUCTURE ............................................................................................ 5

BYLAW 3- BOARD OF DIRECTORS AND OFFICERS .................................................................................. 6

BYLAW 4 – ELECTION OF DIRECTORS ...................................................................................................... 7

BYLAW 5 – ANNUAL GENERAL MEETING................................................................................................ 9

BYLAW 6 – BOARD MEETINGS .............................................................................................................. 10

BYLAW 7 – COMMITTEES ...................................................................................................................... 12

BYLAW 9 – REMUNERATION AND EXPENSES ....................................................................................... 13

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1.0 CONSTITUTION

1.1 ARTICLES

ARTICLE 1 - NAMES 1.01 - The name of the Association shall be known as the Prairie Storm Minor Hockey Association Inc. and abbreviated as PSMHA.

ARTICLE 2 – MISSION STATEMENT 1.02 - To promote, govern and enhance hockey for the good of all players and to foster a community spirit among members, supporters and teams; to promote team participation, sportsmanship and equal opportunity to all registered participants for ice hockey in PSMHA.

ARTICLE 3 – PURPOSE 1.03.01 - The purpose of PSMHA shall be to promote and make available minor hockey for all regardless of skill; to coordinate, compile and administer minor hockey activities according to the constitution and bylaws. 1.03.02 - The PSMHA will set guidelines to follow for the purpose of coordinating minor hockey activities within the jurisdiction of the Saskatchewan Hockey Association and Hockey Canada.

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2.0 BYLAWS

BYLAWS RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF

PRAIRIE STORM MINOR HOCKEY ASSOCIATION INC. BE IT ENACTED AND IT IS HEREBY ENACTED as a bylaw of Prairie Storm Minor Hockey Association Inc. as follows:

2.1 INTERPRETATION In these bylaws, the following terms shall have the following meanings:

a. “Act” means The Non-Profit Corporations Act, 1995 (Saskatchewan), as from time to time amended or substituted;

b. “Articles” means the articles attached to the certificate of incorporation or continuance of the PSMHA as from time to time amended or restated;

c. “bylaws” means these bylaws and all other bylaws of PSMHA from time to time in force and effect; d. “Board” means the board of directors of PSMHA; e. “in writing” and “written” includes printing, typewriting and any other mode of representing or

reproducing words in visible form, including, without limitation, transmission in electronic form; f. “meeting of members” includes an annual and special meeting of members; g. “member” means a member accepted by the Board as a member of PSMHA in accordance with the

bylaws; h. all terms contained in the bylaws which are not defined in the bylaws and which are defined in the

Act shall have the meaning given to such terms in the Act; i. words importing the singular number only shall include the plural and vice versa and words

importing persons shall include individuals, bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number of persons.

2.00.02 - Headings – The headings used throughout the bylaws are inserted for reference purposes only and are not to be considered in construing the terms and provisions of these bylaws or to be deemed in any way to clarify, modify or explain the effect of such terms or provisions. 2.00.03 - Conflict with bylaws – To the extent of any conflict between the provisions of the bylaws and the provisions of the Act, the Articles or any unanimous member agreement relating to PSMHA, the provisions of the Act, the Articles or the unanimous member agreement shall govern.

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2.00.04 - Invalid provisions – The invalidity or unenforceability of any provision of the bylaws shall not affect the validity or enforceability of the remaining provisions of the bylaws.

BYLAW 1 – MEMBERSHIP 2.01.01 - Membership – The membership in PSMHA will consist of parents and legal guardians who have a player currently registered with PSMHA that have agreed to comply with and abide by the bylaws and the policies and procedures of PSMHA, as amended from time to time, and whose applications for membership have received the approval of the Board. Subject to the Board's discretion, membership will be limited to one per family. 2.01.02 Admission of Members – Admission of Members Membership will be approved for families residing within the boundaries of PSMHA, in accordance SHA regulations. PSMHA boundaries are restricted to those families that reside within the acceptance boundaries of the Edenwold Elementary School, Balgonie Elementary School, Pilot Butte Elementary School, Emerald Ridge Elementary School and Ecole White City Elementary School. Families who do not reside within the boundaries of PSMHA will be required to apply for membership to the Board, and the Board may, in its absolute discretion, approve or refuse the application of membership for any reason that would directly affect the membership. **Changed July 11/17 2.01.03 - Fees – All fees shall be established by the Board. 2.01.04 - Termination of Membership –

a. A member’s rights, privileges and interests in PSMHA cease upon termination of membership in PSMHA.

b. Membership in PSMHA is terminated when: i. the member resigns pursuant to subsection (c);

ii. the member is required to resign pursuant to subsection (d); or iii. the member dies.

c. Any member may resign from membership in PSMHA at any time by submitting a resignation, in

writing, to the Board. d. Any member may be required to resign by an affirmative vote of at least two-thirds of the Board or

by an affirmative vote of at least two-thirds of the members on the grounds that the member: i. having been held by a court of competent jurisdiction to have violated some law (whether

statutory, regulatory or policy in force as if enacted as a statute or regulations), has thereby subjected PSMHA or another member to criticism or adverse publicity;

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ii. for failure to comply with the bylaws or Articles; or iii. for any other reason, provided that notice of such proposed action and the reasons

therefore are given to the member at least thirty days in advance and the member is given the opportunity to be heard at the meeting at which the action is to be taken; and provided further that nothing herein shall be interpreted to prohibit any member at any time and on any issue from taking a position or following a course of action at variance with that of PSMHA.

e. Membership in PSMHA shall not be transferable or assignable.

BYLAW 2 – ORGANIZATIONAL STRUCTURE 2.02.01 Structure and Purpose – PSMHA shall be a registered non-profit corporation in the Province

of Saskatchewan. The PSMHA shall operate to fulfil the mission and purpose set out in the Constitution of the PSMHA.

2.02.02 Not for Profit – PSMHA shall not be operated for profit. No part of the income of PSMHA

shall be paid or payable to or otherwise available for the personal benefit of any member of PSMHA.

2.02.03 Registered Office – PSMHA may from time to time by resolution of the Board change the

address of the registered office of PSMHA. 2.02.04 Seal – The corporate seal of PSMHA, if any, shall be in such form as the Board may from

time to time adopt. 2.02.05 Execution of Agreements –

a. Subject to subsection (b), agreements, instruments or any other documents requiring execution by PSMHA may be signed by any two officers or directors (or where PSMHA has only one officer, the signature of that officer), and all such agreements, instruments or documents so signed shall be binding upon PSMHA.

b. The Board may from time to time by resolution appoint any officer or officers or any individual or individuals on behalf of PSMHA to sign agreements, instruments or other documents generally or to sign specific agreements, instruments other documents

c. The seal of PSMHA may, when required, be affixed to agreements, instruments or other

documents executed on behalf of PSMHA in the manner contemplated by this section.

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However, no agreement, instrument or other document is invalid merely because the corporate seal is not affixed on such agreement, instrument or other document.

2.02.06 Banking Arrangements – The banking business of PSMHA including, without limitation, the

borrowing of money and the giving of security to secure the obligations of PSMHA, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be authorized by the Board. Such banking business shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe or authorize.

2.02.07 Cheques, Drafts and Notes – All bank drafts, cheques, promissory notes, bills of exchange or

other negotiable instruments, and all withdrawals from PSMHA’s accounts may be executed in the name of PSMHA and signed by any two officers or directors (or where PSMHA only has one officer, the signature of that officer) or by any individual or individuals designated by resolution of the Board.

BYLAW 3- BOARD OF DIRECTORS AND OFFICERS 2.03.01 Board – The Board shall consist of such number of directors as is not less than the minimum

nor more than the maximum number of directors provided in the Articles and as shall be fixed from time to time by resolution of the Board.

2.03.02 Action by the Board – Subject to the Articles and any unanimous member agreement, the

Board shall manage or supervise the management of the affairs and business of PSMHA and may exercise all such powers and do all such acts and things as may be exercised or done by PSMHA and which are not expressly directed or required by the Act or other statute, the Articles, the bylaws or any special resolution of PSMHA to be done in some other manner.

2.03.03 Term, Retiring Directors – The term of office for a director shall be from the date of the

meeting at which he or she is elected until the second annual meeting next following; provided that a retiring director shall retain office until the adjournment or termination of the meeting at which his or her successor is elected unless such meeting was called for the purpose of removing him or her from office as a director in which case the director so removed shall vacate office forthwith upon the passing of the resolution for his or her removal. Retiring directors, if qualified, are eligible for re-election.

2.03.04 Failure to elect full number of directors – Whenever at any election of directors of PSMHA

the full number of directors is not elected by reason of the disqualification, the refusal to act or the failure to consent to act as a director or the death of any nominee or nominees, the

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directors elected may exercise all powers of the Board so long as the number of directors so elected constitutes a quorum.

2.03.05 Vacancies – Where there is a vacancy on the Board and:

a. where there is a quorum of directors, the remaining directors: i. may exercise all the powers of the directors; or

ii. may fill the vacancy until the next annual meeting;

b. where there is no quorum of directors, the remaining directors shall call a general meeting of the members for the purpose of electing directors to fill any vacancies.

2.03.06 Officers –Subject to the requirements of the Act, the Board may elect officers as it deems appropriate. Officers may include, without limitation, President, Vice-President, Treasurer, Registrar, Referee-in-Chief, Secretary, Division Directors and Equipment. The Board may specify the requirements for and duties of such officers and delegate any powers that the Board may lawfully delegate to such officers. The Board, in its discretion, may remove any officer of PSMHA. Until such removal, each officer appointed by the Board shall hold office until a successor is elected or appointed, or until such officer’s earlier resignation or removal. **Changed July 6/16

2.03.07 Bylaws –The Board may make such bylaws as it deems necessary or desirable with respect

to rules and regulations for carrying out and effecting the objectives for which PSMHA has been established, but such bylaws shall be only be valid and binding with member approval by voting at either a special meeting of members or at an annual general meeting of PSMHA. **Changed July 6/16

2.03.08 Staff – The Board has the authority to approve the appointment of paid staff members.

BYLAW 4 – ELECTION OF DIRECTORS 2.04.01 Qualification –All directors shall be members in good standing. **Changed July 6/16 2.04.02 Terms – Directors shall be elected for two (2) year terms in accordance with these bylaws.

The expiration of terms will be staggered such that approximately half of the total number of directors’ terms will expire each year, and may be subject to re-election following the expiration of the term.

2.04.03 Election –

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a. At the annual general meeting at which the term of one or more directors will expire, nominees for the director positions that are vacant, or about to become vacant, will be presented by the Board to the members, and the members will vote on the nominees.

b. Members shall be obligated to elect to the Board the nominees presented by the Board to the members, unless the members can demonstrate, acting reasonably, that a nominee does not meet the requirements for a director pursuant to the bylaws, the Act, the Articles or any unanimous member agreement.

c. All nominees shall be selected by the Board as set out in section 2.04.05. 2.04.04 Absolute Majority – Voting for all directors shall be done on a single ballot. Any director

elected by the member’s present must be elected by an absolute majority of the votes cast by ballot. If no winner is declared on the first ballot, the candidate with the fewest votes will be eliminated from the second ballot and so on, until one candidate attains an absolute majority.

2.04.05 Nominations to the Board –

a. You must be a member in good standing in order to run for a director position. Should you not have a child playing within PSMHA then you must have applied and been approved for membership prior to submitting your name for a position.

b. The existing directors shall select each of the nominees following completion of an application process.

c. At the “Calling of Meeting” (2.05.01), the Board shall make an open call for applications for the position of director. The deadline to submit director nominations, where any directors or nominees are to be elected by the members, will be fourteen (14) days prior to the annual general meeting. In the event there is no competition to fill a director’s position, an open call for position of director will be made, by the Board, at the annual general meeting. **Changed July 6/16

d. The application form for directors shall be in the form adopted and amended by the Board from time to time. The Board shall determine when, how, and where to advertise the call for applications and how and where to make the application form available to potential applicants.

e. The Board will review all applications. All qualified nominee applicants, as set out in

2.04.01, will be put forth to the membership for vote at the annual general meeting, to fill any vacant director positions that are, or are anticipated to become vacant. **Changed July 6/16 along with the removal of (f)

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BYLAW 5 – ANNUAL GENERAL MEETING 2.05.01 Calling of Meeting – The PSMHA shall hold an annual general meeting at the call of the Board

no later than June 25th of each year at a place and time designated by the Board. **Changed July 6/16

2.05.02 Notice – Notice of the annual general meeting will be published on the PSMHA web site and

emailed to all members 45 days prior to the date. **Changed July 6/16 2.05.03 Proposals –Member proposals to amend the constitution and bylaws shall be made in

accordance with the Act. Amendments will require a majority (51%) of attending members for adoption. Any amendments or changes in the constitution or bylaws of PSMHA which are adopted at the annual general meeting shall take effect immediately. The board will issue a call for proposed amendments or alterations to the constitution or bylaws of PSMHA, at the Notice of annual general meeting, and must be received by the board no later than fourteen (14) days prior to the annual general meeting. The board shall distribute to members, all received Proposals and AGM Agenda, no later than ten (10) days prior to the AGM. **Changed July 6/16

2.05.04 Voting –

a. Each member in good standing shall be entitled to one vote at any meeting of members, except for the President.

b. The votes of the members shall be cast in person and not by proxy.

c. Except as noted in section 2.04.04 and unless any member demands a ballot vote, all voting at any meeting of members shall be done by a show of hands. Any ballot shall be taken in such manner as the President shall direct.

d. In the event of a tie vote on any resolution, the President shall cast a deciding vote.

e. Except for special resolutions (in accordance with the Act), each question and resolution shall be decided by a majority of the votes cast by the members present.

f. A declaration by the President that any question has been carried, carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be conclusive evidence of the fact. No proof of the number or proportion of votes recorded

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in favour of or against the motion shall be required. The result of the vote so taken and declared shall be the decision of the members upon such question.

2.05.05 Effect of Recommendations or Suggestions – The Board shall consider all recommendations

or suggestions from the annual general meeting but shall not be bound by them. 2.05.06 Quorum –

a. A quorum for any meeting of the members of PSMHA shall be constituted only if Twenty-Five (25) of the members of PSMHA in good standing are present (or such other number as the Board may by resolution from time to time determine).

b. If a quorum is present when the meeting is called to order, then a quorum shall be deemed to be constituted throughout the continuance of the meeting.

c. If a quorum is not present at the time and place fixed for the meeting in the notice thereof, the meeting shall, without further action, stand adjourned to be convened on a day to be determined by the Board and those present at the adjourned meeting shall constitute a quorum.

2.05.07 Adjournments – The President may with the consent of a majority of the members present

at the meeting adjourn any meeting of members from time to time to a fixed time and place and, subject to the Act, no notice of the time and place for the holding of the adjourned meeting shall be required if the adjourned meeting is held in accordance with the terms of the adjournment and if a quorum as constituted at the time of adjournment is present at the meeting. If there is not a quorum as so constituted present at the adjourned meeting, the original meeting shall be deemed to have terminated immediately after its adjournment. Any business may be brought or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

2.05.08 Telephone Meetings – With the consent of the President, a member or any other person

entitled to attend a meeting of members may participate in the meeting by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means shall be considered present at the meeting.

BYLAW 6 – BOARD MEETINGS 2.06.01 Calling of Meeting - Meetings of the Board will be at the call of the President or any 2

directors as required. Except as otherwise provided by the Act and the bylaws, the directors

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either as a Board or as a committee thereof may convene, adjourn, and otherwise regulate their meetings as they see fit.

2.06.02 Attendance at Meetings – Any director or officer is entitled to receive notice of and to attend

and be heard at every meeting of members and meeting of the Board. 2.06.03 Telephone Attendance – With the consent of the President, a director or any other person

entitled to attend a meeting of the Board may participate in the meeting by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other, and a person participating in such a meeting by those means shall be considered present at the meeting.

2.06.04 Removal of Directors or Officers -

a. Without limiting the provisions of the Act, the Board shall have the power, by vote of three fourths (3/4) of the directors present at a duly called Board meeting, to expel or suspend any director or officer from the position in question on the basis that his/her conduct has been determined by the Board to be improper, unbecoming or likely to endanger the interests or reputation of PSMHA.

b. No officer or director shall be removed or suspended from the position in question without being notified of the charge in writing against him/her and without having first been given an opportunity to be heard by the Board at a duly called meeting for that purpose.

c. An officer is entitled to submit to PSMHA a written statement giving the reasons for his resignation or the reasons why he/she opposes any proposed action or resolution where he or she:

i. resigns; ii. receives a notice or otherwise learns of a meeting of members called for the

purpose of removing him or her from office; or iii. receives a notice or otherwise learns of a meeting of officers or members at

which another person is to be appointed or elected to fill the office, whether because of his resignation or removal or because his or her term of office has expired or is about to expire.

d. PSMHA shall immediately make public any disclosures submitted in subsection 2.06.04: a), b), or c)

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2.06.05 Quorum - A quorum shall be 50% of directors at duly called meetings of the Board (or such other number as the Board may by resolution from time to time determine).

2.06.06 Attendance at Board meetings - Attendance at Board meetings is mandatory. Missing three

(3) consecutive or five (5) total meetings in a year will lead to removal from the position of director of officer, with the exception of special meetings called by the President.

2.06.07 Conflict of Interest & Confidentiality –

a. Directors and officers are required to notify the Board of situations where a conflict of interest might exist in the execution of duties related to PSMHA. This includes, but is not limited to, potential financial gain or personal involvement to an extent that judgment could be influenced. Personal involvement includes, but is not limited to, a team that his or her child plays on, a team or division on which a family member is part of the coaching staff, or any situation with which they or members of their immediate families are involved.

b. The Board shall decide whether or not the director or officer should be excluded from discussion and/or voting.

c. In cases in which conflict of interest arises, the director or officer in conflict will absent him/herself from the meeting until the issue has been resolved.

d. Every member of PSMHA must respect the confidentiality of matters brought before the Board for consideration.

2.06.08 Voting – Decisions of the Board shall be determined by a majority of votes of the directors

present. In the event of a tie vote on any resolution, the President shall cast a deciding vote.

BYLAW 7 – COMMITTEES 2.07.01 Committees – The Board may appoint Committee(s) to assist in the effective operation of

PSMHA affairs. Committee members must be approved by the Board. The Board shall determine the duties and powers of such committee’s subject to the Act.

BYLAW 8 – MONTHLY COACHES MEETING 2.08.01 Meetings – The Board and the team representatives will meet once per month during the

operating season. It is mandatory to have at least one coach in attendance for the Divisions of Novice, Atom, Pee Wee, Bantam and Midget. It will be optional for the Initiation Division.

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BYLAW 9 – REMUNERATION AND EXPENSES

2.09.01 Remuneration – The directors shall serve without remuneration and no director shall

directly or indirectly receive any profits from his or her position as such except: a. a director may be reimbursed for such reasonable expenses as may be incurred in the

performance of his or her duties; and b. a director who is also appointed an officer of PSMHA by the Board, in his/her capacity

as an officer, be entitled to receive such remuneration as is established by the Board.

BYLAW 10 – AUDIT OF ACCOUNTS 2.10.01 Fiscal Year – The fiscal year of the PSMHA shall be from May 1st to April 30th, or as otherwise

determined by the Board. 2.10.02 Auditor – The books and records of PSMHA shall be kept by the Treasurer. As a Membership

Non-Profit Corporation we are required to file annual “audited” financial statements unless a resolution not to appoint an auditor has been passed by two-thirds of the members voting on the resolution at the annual general meeting. When using an auditor, the Board at its first regular meeting following the annual general meeting shall appoint an independent auditor.

BYLAW 11 – DISSOLUTION 2.11.01 Dissolution – Should the PMSHA ever dissolve, all monies owing must be paid up and any

extra monies and all equipment owned by PSMHA shall be turned over to an agreed upon non-profit charity(ies) as per Saskatchewan Hockey Association recommendations.

ENACTED by the Board in accordance with the Act on the _______ day of ________________________, 2016. _____________________________ _________________________________ President Vice-President CONFIRMED by the Members in accordance with the Act on the _______ day of ________________________, 2016. ____________________________________ President

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Previous Amendments Amended 1978 President R.P. Antochow, Secretary/Treasurer L. Kolb Amended 1996 President R. Koch, Secretary K. Woods Amended 2001 President M. Holt Amended 2001, 2002, 2004 Secretary D. Sametz Amended 2006 Secretary T. Lorenz Amended 2008 Secretary M.Hladun Amended 2010 Secretary N. Phillipson Amended 2012 Administration and Development Coordinator G. Jacobson Amended 2013 Secretary J. Johannson Amended 2014 Executive Director G. Jacobson Amended 2015 President T. Flavel Amended 2016 Executive Director T. Flavel