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Saskatchewan Tennis Association By – Laws I

Being a by-law amending and restating the by-laws of the Saskatchewan Tennis Association (the “Corporation”).

It is hereby enacted that the by-laws of the Corporation are hereby amended and where not amended are restated so that the by-laws of the Corporation shall read as follows:

A. DEFINITIONS

1. In these by-laws the following definitions shall apply:

(a) “Act” means The Non-Profit Corporations Act (Saskatchewan), and any statute that may be substituted therefore, as from time to time amended;

(b) “Board” means the board of directors of the Corporation, comprised of the officers, Directors-at-Large and the Immediate Past President;

(c) “Corporation” means the Saskatchewan Tennis Association;

(d) “Directors-at-Large” means the directors of the Corporation who are not Officers or the Immediate Past President;

(e) “General meeting” means an Annual Meeting or a Special General Meeting of the Corporation, as provided by these by-laws;

(f) “Member” means each member of the Corporation whether a Voting Member, an Associate Member or an Individual Member as provided by these by-laws;

(g) “Officers” means the President, Vice-President, Secretary and Treasurer of the Corporation;

(h) “Regions” means the nine districts of the Saskatchewan Summer Games or as otherwise amended by the Board from time to time;

(i) “Tennis” means the sport of tennis and all activities relating thereto.

2. The objects of the Corporation shall be to do all such acts and things as from time to time shall be deemed to be necessary or expedient to advance and safeguard the interests of tennis and the Corporation, and particularly but without limiting the general objects before referred to:

(a) To enact, amend and enforce by-laws for the government of the members of the Corporation;

(b) To enforce upon its members the Rules of the Saskatchewan Tennis Association, the Rules of the International Tennis Federation and the Regulations of the Canadian Tennis Association;

(c) To award the various Saskatchewan championships to be managed by the host club or clubs in accordance with guidelines established by the Corporation;

(d) To sanction tournaments held in Saskatchewan and to approve and regulate the dates and arrangements for the same;

(e) To promote and encourage the participation of its members in national and inter-provincial championships and to administer and allocate funds that may be provided through the Corporation for this purpose;

(f) To promote national and inter-provincial championships and competitions which may be awarded to Saskatchewan by the Canadian Tennis Association and to regulate the management of same;

(g) To decide all doubtful and disputed points in connection with Tennis and the rules and regulations thereof;

(h) To employ the funds of the Corporation for its objects in such a manner as shall be deemed to be in the best interest of Tennis;

(i) To invest any part of such funds as shall not be required immediately in such manner as may be considered advisable;

(j) To place special emphasis on the promotion, growth and encouragement of Tennis in rural communities;

(k) To place special emphasis on the promotion, growth and encouragement of Tennis in Saskatchewan; and

(l) Generally to do all such acts, matters, and things in connection with or incidental to the effective carrying out of the objects of the Corporation.

B. MEMBERSHIP

1. (a) There shall be the following categories of Members of the Corporation:

(i) Voting Members,
(ii) Associate Members, and
(iii) Individual Members.

(b) The Voting Members shall be the tennis clubs affiliated with the Corporation. An organization shall be entitled to voting membership in the Corporation upon being recognized by the Corporation, on a vote held at a general meeting and its membership shall continue from year to year until such recognition is withdrawn by the Corporation on a vote held at a general meeting, or until its membership is terminated as provided by these by-laws. Voting Members shall have voting rights, as provided for in this by-law, at general meetings of the Corporation.

(c) The Associate Members shall be those organizations or associations related to Tennis to which the Board from time to time deems it appropriate to grant membership. Associate memberships shall continue from year to year until terminated as provided by these by-laws. Associate members shall not have a vote at general meetings of the Corporation.

(d) The Individual Members shall all be individuals who are members of the Corporation on an individual basis. Individual members shall not have a vote at general meetings of the Corporation.

2. (a) Membership fees shall be assessed annually and shall be based on a membership year corresponding with the fiscal year of the Corporation.

(b) At each Annual Meeting of the Corporation the Board shall present to the Meeting for approval a schedule of fees to be payable by the Members. The schedule of fees shall be determined as follows:

(i) For Voting Members:

(A) For all clubs, a fee to be assessed on the basis of a charge per junior and adult member. For the purpose of such a determination, couple and family memberships are to be treated as if each registered member was a member of the club individually.

(ii) For Non-Voting Members:

(A) Fees payable by Associate Members and Individual Members shall be determined by the Board and may vary from Member to Member as the Board in its discretion deems appropriate.

(c) Membership fees for Voting Members shall be paid in full on or before <s> </s> September 15 of each membership year, such membership fees to be determined on the basis of the club membership as of September 1 of each membership year.

3. Each Voting Member shall also submit to the Corporation:

(a) A statement of the numbers of members of the Voting Member as at September 1 of that membership year in such detail as the Board shall direct;

(b) A statement setting out the names and addresses of the officers of the Voting Member for that year, and

(c) Such other information as the Board may from time to time require.

4. If a Member fails to pay its membership fees in full when due or otherwise fails to abide by the provisions of the by-laws of the Corporation, the Board may in its discretion and subject to such terms and conditions as it deems appropriate:

(a) Suspend the voting or other privileges of such Member;

(b) Terminate the membership of such Member; and/or

(c) Impose such further or other penalty, including fines, as the Board may determine.

A Member against whom a penalty is imposed may appeal the penalty by notice in writing to the Corporation given within 30 days after the date on which the Member is notified of the penalty. Such appeal shall be considered at the general meeting next following the notice of appeal and shall be determined by a vote taken at that meeting. The notice of that meeting shall include notice of the appeal. The penalty shall be suspended until the appeal is heard.

5. A Member may resign its membership by notice to the Corporation given before the beginning of a membership year. Any such resignation will be effective at the end of the membership year in which the resignation is given and shall in no event relieve the Member from its obligations to the Corporation for such a year.

C. DIRECTORS

1. (a) The affairs of the Corporation shall be managed by a board of directors, which shall, subject to Section 8(b), be composed of nine (9) directors. The members of the Board shall be the President, the Vice-President, the Secretary, the Treasurer, four (4) Directors-at-Large and, ex officio, the Immediate Past President of the Corporation. The Corporation shall, on a best efforts basis, endeavour to have elected to the Board at least one Director-at-Large from each Region.

(b) The Directors and Officers shall be elected at each Annual Meeting to fill vacant positions on the Board and positions on the Board of those directors and officers whose terms have expired. Officers elected at each Annual Meeting shall be elected to serve a term of one (1) year. Directors-at-Large elected at any Annual Meeting shall be elected to serve for a term of two years except that at the first Annual Meeting held after the enactment of this by-law, two of the Directors-at-Large shall be elected to serve until the first Annual Meeting held after their election pursuant to these by-laws.

(c) In any election the nominee for a particular position receiving the greatest number of votes for that position shall be elected.

(d) Any director shall be eligible for re-election excepting that no Director-at-Large shall be eligible for re-election as a Director-at-Large for more than three consecutive terms.

(e) Any director may be removed from office before the expiration of his term by resolution passed by a majority of votes cast at a Special General Meeting called for that purpose.

2. There shall be a Nominating Committee consisting of three members of the Board who shall be appointed by the Board to sit on the Nominating Committee. Subject as hereafter provided, the Nominating Committee shall, at least thirty (30) days prior to an Annual Meeting, nominate persons to stand for election to the Board at that Annual Meeting. In addition, by notice to the Corporation given at least 45 days prior to an Annual Meeting, any Voting Member may nominate persons to stand for election to the Board at that Annual Meeting. A list of the nominations together with a statement of the present occupation and employment of each nominee and the offices or positions held by that nominee in tennis organizations during the preceding five years, shall accompany the notice calling the Annual Meeting. This, however, does not preclude nominations from the floor at meetings of members for the purpose of electing directors.

3 (a) Five directors shall constitute a quorum for the transaction of business at any meeting of the Board. Not withstanding vacancies in the Board, the remaining directors may exercise all the powers of the Board so long as a quorum remains in office.

(b) The President, or in his absence the Vice-President, shall preside as chairman at every meeting. If neither the President nor the Vice-President is present within fifteen minutes after the time appointed for the meeting, the directors present shall choose one of their number to be chairman.

(c) Each director, including the Chairman, shall be entitled to one vote and all motions arising at any meeting shall be passed by a majority of votes.

4. So long as there is a quorum of directors in office, any vacancy occurring in the Board (except a vacancy resulting from an increase in the number of directors or from a failure to elect the number of directors required by the by-laws) may be filled for the remainder of the term by the directors then in office.

5. (a) The Board may hold its meetings at such times and places in Saskatchewan as it may from time to time determine. Meetings may be formally called on the direction of the President, or a quorum of directors. Written notice of a meeting shall be given at least fourteen (14) days before the day appointed for the meeting and shall state the date, time and place of the meeting and the nature of the business to be transacted thereat. The Board may provide for regular meetings of the Board and shall designate the time and place at which such meetings are to be held. A copy of any resolution of the Board establishing regular meetings shall be sent to each director and no other notice shall be required for any such regular meeting. The Board shall meet at least twice during each membership year of the Corporation.

(b) No notice need be given for a meeting of the Board held immediately following the conclusion of the Annual Meeting.

(c) A director or a member of a committee may, if all directors or members of the committee, as the case may be, participating at the meeting consent, participate in a meeting of the Board or the committee by means of such telephone or other communications facilitates as permit all persons participating in the meeting to hear each other, and a director or committee member participating in the meeting by such means is deemed to be present at that meeting.

6. No act or proceeding of any director or of the Board shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such director or any director.

D. OFFICERS

1. The officers of the Corporation shall be those directors elected at a general meeting as the President, Vice-President, Secretary and Treasurer as provided in this by-law.

2. The President shall be the chief executive officer of the Corporation and shall be responsible for the general supervision of the business and affairs of the Corporation. When present he shall preside at all meetings of the Corporation, The Board and the Executive Committee.

3. During the absence or inability of the President, the Vice-President shall have the duties and powers of the President. If the Vice-President exercises any such duty or power, the absence or disability of the President shall be presumed with reference thereto. The Vice-President shall also perform such duties and exercise such powers as the President may from time to time delegate to him or as the Board may prescribe.

4. The Secretary shall perform all the duties and exercise all the powers normally associated with the office of a secretary of a corporation, including the certification of documents and custody of the corporate seal. He shall also perform such further or other duties and exercise such further and other powers as may from time to time be prescribed by the Board. He may, with the approval of the Board, delegate any of his duties to the Executive Director.

5. The Treasurer shall be the chief financial officer of the Corporation. He shall be Chairman of the Finance Committee, shall present the financial statements of the Corporation to the Annual Meeting and shall perform such other duties and exercise such powers as may from time to time be prescribed by the Board and may, with the approval of the Board, delegate any of his duties to the Executive Director.

6. No Officer shall hold any particular office for more than three consecutive terms.

E. DIRECTORS AND OFFICERS GENERALLY

1. Directors shall serve as directors and, where applicable, as officer without remuneration but shall be reimbursed for all expenses reasonably incurred in the performance of their duties as a director or as an Officer. The Board may award special remuneration to anyone undertaking special work or service for the Corporation.

2. Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be placed out or be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the moneys, security, or effects of the Corporation shall be lodged or deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune which shall happen in the execution of the duties of his office or in relation thereto; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

3. Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, a person who acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a member and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if:

(a) he acted honestly and in good faith with a view to the best interests of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

The Corporation shall also indemnify such person in such other circumstances as the Act permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

Subject to the act, the Corporation may purchase and maintain insurance for the benefit of any person referred to in this Section E(3) against any liability incurred by him in his capacity as a director or officer of the Corporation or of another body corporate where he acts or acted in that capacity at the Corporation’s request.

F. COMMITTEES

1. (a) At the first meeting after each Annual Meeting the Board shall appoint from its members the following committees for the ensuing year:

(i) The Executive Committee, which shall consist of the President, the Vice-President, the Secretary and the Treasurer. The executive Committee shall have all the powers of the Board between meetings of the Board but such powers shall only be exercised when, in the opinion of the President, it is necessary or expedient to make an immediate decision. Three (3) members of the Executive Committee shall constitute a quorum. Decisions of the Committee shall be reported to the Board and the dissenting view of any Board member may be recorded.

(ii) The Audit / Finance Committee, which shall consist of the Treasurer, acting as chairman, and two other directors. The Finance Committee shall be responsible for the financial planning of the Corporation including:

(A) Review of the annual budget,
(B) Review of the financial statements of the Corporation
(C) Recommendations for banking and investments,
(D) Recommendation to the Board regarding fund raising activities, and
(E) Recommendations regarding and communicating with external auditors.

Two members of the Audit / Finance Committee shall constitute a quorum.

(iii) The Discipline Committee: The Discipline Committee, whose mandate shall be the consideration of any particular disciplinary matter, shall consist of three (3) persons who are not complainants in the disciplinary matter, and of whom at least one shall be a director. The Committee shall hear and decide complaints made to the Corporation with respect to matters in which the Corporation is an interested party, in accordance with rules, regulations and procedures established from time to time by the Board. A decision of the Discipline Committee shall be final and binding on all interested persons.

(b) The Board may appoint from time to time such other committees as it deems expedient and may delegate to any such committee such duties and powers as may be necessary for the proper conduct of the affairs of the Corporation. Members of such committees need not be directors.

(c) The President shall be an ex officio member of all committees.

G. STAFF

1. The Corporation may employ an Executive Director and such other employees as shall be necessary for the proper operation of the Corporation.

2. The Executive Director shall be the chief operating officer of the Corporation. He shall have authority, subject to the direction and supervision of the Board, to manage and direct the business and affairs of the Corporation, which shall include the authority (except for those employees and agents of the Corporation appointed directly by the Board) to appoint and remove all employees and agents of the Corporation to and from positions established from time to time by the Board and to settle the terms of their employment and remuneration within guidelines established by the Board. The Executive Director shall report to the President on an ongoing basis and to the Executive Committee, the Board and the Voting Members at their respective meetings.

H. GENERAL MEETINGS

1. The Annual Meeting of the Corporation shall be held within ninety (90) days of the end of each fiscal year.

2. Special General Meetings of the Corporation may be called at any time by the Board and shall be called by the board on the written request of three Voting Members for the transaction of the business specified in such requisition. If, within twenty-one (21) days after receipt of the requisition, the Board does not call a meeting to be held within sixty (60) days of such receipt, the meeting may be called by the three Voting Members within sixty (60) days.

3. Notice of the time and place of every general meeting, stating the business to be transacted thereat and, in the case of the Annual Meeting, accompanied by the Financial Statement for the immediately preceding year end and the report of the auditors on the Financial Statements for the fiscal year that preceded the last year end and the information with respect to the nominations for directors shall be given to each voting member, each associate member, each director, and the auditors of the corporation, not less than fifteen (15) days nor more than fifty days before the holding of such meeting.

4. The President, or in his absence the Vice-President, shall preside as chairman at every general meeting. If neither the President nor the Vice-President is present within fifteen minutes after the time appointed for the meeting, the Voting Members present shall choose one of their number to be chairman.

5. (a) A quorum at a general meeting shall be five individuals who are delegates representing at least five voting members from at least three different districts. Subject to the Act, within their own district, clubs affiliated with the corporation pursuant to Clause B(2) (b) (i) (A) and (C) may give proxies to delegates of other clubs affiliated pursuant to Clauses B(2)(b)(i)(A) and (C) or exercise proxies on behalf of such clubs.

(b) The chairman of any general meeting may require a Voting Member to file with the Corporation, prior to or during the meeting, proof satisfactory to him of the authority of the delegate who is to represent and vote for the Voting Member at the meeting.

6. (a) Each Voting Member may have two Voting delegates, excepting that those clubs having over one hundred adult members shall be allowed to have one additional Voting delegate for every fifty (50) adult members in excess of one hundred. If more than the allotted number of delegates are present, those with voting power must be designated at the start of the meeting.

7. (a) Every motion arising at any general meeting shall be decided in the first instance by a show of hands unless a poll is demanded by the chairman or by any Voting delegate. Upon a show of hands, each Voting delegate shall have one vote and unless a poll is demanded a declaration by the chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be sufficient evidence of the fact without proof of the number or proportion of the votes afforded in favour of or against such resolution. A demand for a poll may be withdrawn, but if a poll is demanded and not withdrawn, the question shall be decided by a poll taken in such manner as the chairman shall direct and such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question. In case of an equality of votes at any general meeting whether, upon a show of hands or on a poll, the chairman shall not have a casting vote.

(b) All motions arising at any general meeting shall only be passed by a majority of votes cast, whether by a show of hands or by ballot, unless a greater number of votes is required by the by-laws of the Corporation or by the Act but no motion shall be passed unless at least three Voting delegates vote in favour of the motion.

8. The order of business at the Annual Meeting shall be approved at the commencement of the meeting and shall include, unless waived, the following matters:

(a) President’s report,

(b) Executive Director’s report,

(c) Establishment of Fee Schedule for Voting members,

(d) Presentation of the Financial Statements for the immediately preceding financial year of the Corporation and the auditor’s report on the Financial Statements for the financial year of the corporation immediately preceding the last completed financial year.

(e) Appointment of auditors,

(f) Election of the Officers and Directors at Large,

(g) Any other agenda items included in the notice of general meeting, and

(h) Other business

In addition, at least once every four years, commencing with the first Annual Meeting following the adoption of this by-law, the directors shall present to the Annual Meeting a statement of mission and objectives of the Corporation for the ensuing four years. The statement as approved at an Annual Meeting may be reviewed and altered at any subsequent Annual Meeting.

9. The chairman of any general meeting may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and no notice of adjournment need be given except that when a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as if an original meeting. Any business may be brought before or dealt with at an adjourned meeting, which might have been brought before or dealt with at the original meeting in accordance with the notice calling the original meeting.

I. NOTICE

1. (a) A notice or document required by the by-laws of the Corporation or by the Act, to be sent to the Corporation, or a Member, director or Officer of the Corporation may be sent by telex, telegram, telecopier or by prepaid mail addressed to the Corporation at its head office to the attention of the Executive Director or to the Member, director or Officer at his latest address as shown in the records of the Corporation or may be delivered personally to the Corporation, Member, Director or Officer or to such address.

(b) A notice or document so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid, and a notice or document so telexed, telegraphed, telecopied or mailed shall be deemed to have been given if telexed, telecopied or telegraphed when dispatched and if mailed, when deposited in a post office or public letter box.

(c) If the Corporation sends a notice or document to a Member in accordance with this by-law and the notice or document is returned on three consecutive occasions because the Member cannot be found, the Corporation is not required to send any further notices or documents to the Member until the Member informs the Corporation in writing of its or his new address.

2. No error or omission in giving notice of any meeting of directors or any general meeting or adjourned general meeting shall invalidate such meeting or make void any proceedings taken thereat and any director or Voting Member, as the case may be, may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceeding taken thereat.

J. MISCELLANEOUS

1. The corporate seal of the Corporation shall be in such form as shall be approved by the Board from time to time.

2. The fiscal year of the Corporation shall coincide with the membership year of the Corporation.

3. Any two Officers or one Officer and one Director, or two members of the Board, shall have authority to sign for and in the name and on behalf of the Corporation, and under corporate seal where required, all instruments in writing other than banking instruments. The Board may also at any time direct the manner in which and the person or persons by whom any particular instruments or classes of instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality.

4. (a) Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the articles and any unanimous member agreement, the board may from time to time on behalf of the corporation, without authorization of the members:

(i) borrow money upon the credit of the Corporation;

(ii) issue, reissue, sell or pledge bonds, debentures, notes or other evidences of indebtedness or guarantee of the corporation whether secured or unsecured;

(iii) to the extent permitted by the Act, give a guarantee on behalf of the Corporation to secure performance of any present or future indebtedness, liability or obligation of any person; and

(iv) mortgage, hypothecate, pledge or otherwise create a security interest in all of any currently owned or subsequently acquired real or personal, movable or immovable, property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any such bonds, debentures, notes or other evidences of indebtedness or guarantee or any other present or future indebtedness, liability or obligation of the Corporation.

Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

(b) The directors may authorize any one or more directors or, Officers, of the Corporation to exercise any of the rights, powers and authorities conferred by this Section J(4) upon the directors.

(c) This Section J(4) shall continue in force as between the Corporation and its banker or bankers from time to time until a by-law repealing this section shall have been validly passed and confirmed and a copy thereof, duly certified under the seal of the Corporation, shall have been delivered to the Corporation’s banker and receipt thereof acknowledged by the Corporation’s banker.

5. (a) One or more auditors shall be appointed at each Annual Meeting. The auditors when appointed shall hold office until the next Annual Meeting or until their successors are appointed unless previously removed by the Voting Members in a general meeting or by the Board.

(b) It shall be the duty of the auditors to examine all books, vouchers and accounts of the corporation and to report thereon at the ensuing Annual Meeting.

(c) If the remuneration of the auditors is not fixed at the Annual Meeting at which such auditors are appointed, the remuneration shall be fixed by the Board.

6. The by-laws of the Corporation may be amended by a vote of three-quarters of the Voting Members present at an annual general meeting.

7. Subject to the provisions of the Act the Board may give or lend funds of the Corporation to its Members or to organizations or persons under the jurisdiction of its Members whenever in the opinion of the Board it would be advisable to do so.

8. On dissolution of the Corporation, its property and assets, after payment of all liabilities, shall be donated for such charitable, benevolent or educational purposes as may be decided by the members at the time of such dissolution.

9. In this by-law:

(a) A reference to any statute shall be deemed to extend to and include any amendment or re-enactment of such statute;

(b) The masculine shall include the feminine.