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Constitution
Article
1: Name
1.1 The name
of the organization will be the Coaches Association of Prince Edward
Island, and was formed in 1992;
1.2 The operating name shall be CAPEI;
1.3 The Association was incorporated under the non-profit, non-sectarian
Corporations Act in 1992, as the Coaching Association of Prince
Edward Island;
1.4 The Association is empowered under the Act to establish a constitution
and bylaws;
1.5 The word Association in this document shall refer to the Coaches
Association of Prince Edward Island.
Article
2: Objectives
2.1 To promote
high standards of coaching in Prince Edward Island through educational
opportunities and the national Coaching Certification program;
2.2 To create a common identity for Prince Edward Island coaches
through an established set of shared values and to become an advocate
on sport issues from a coaching perspective;
2.3 To promote and enhance the image of the coach in the community
and increase the perceived value of qualified coaching to society;
2.4 To promote a professional approach to coaching both for those
who coach on a volunteer basis and for those who choose coaching
as their career;
2.5 To enhance communication between and among coaches to maintain
the flow of more and better knowledge with which to advance coaching;
2.6 To communicate and liaise with key influences in sport and sport
services;
2.7 To recognize outstanding achievement and/or contribution to
coaching in Prince Edward Island;
Article
3: Head Office
3.1 The
Coaches Association of Prince Edward Island shall be incorporated
with its head office at Sport PEI, currently located at 40 Enman
Crescent in the city of Charlottetown in the Province of Prince
Edward Island;
Article
4: Remuneration
4.1 Officers and directors/managers shall be reimbursed travel and
accommodation and other related expenses while representing the
Association on official business. The membership may also grant
an Honorarium upon approval by the Board/Membership; reimbursement
procedure as provided in the bylaws;
Article
5: Dissolution
5.1 In the event of dissolution or the winding up of the Association,
the procedure for dissolution shall be as provided for in the bylaws;
Article
6: Amendments to the Constitution
6.1 Amendments, additions or alterations to the constitution must
occur at the Annual General Geeting or a special general meeting
called for that purpose. Members must receive at least 21 days notice
of the proposed change and at least 2/3's of the members who vote
at the meeting must approve the change;
Bylaws
Article 1: DEFINITIONS AND INTERPRETATION
A. Generally:
In these bylaws, unless the context otherwise requires, any word(s)
or expression defined or used but not defined shall have the same
meaning as in The Non-Profit Corporations Act of the Province of
Prince Edward Island. Words imparting the singular shall include
the plural, visa versa, words imparting the feminine gender shall
include the masculine gender, and words imparting persons shall
include bodies corporate.
B. Where they
appear in these bylaws:
a) CAPEI means Coaches Association of PEI Inc.
b) Board means the Board of Directors of CAPEI.
c) Executive means the Executive of CAPEI.
c) Ex officio means by virtue of one's office or position.
d) Term means the time between the annual general meeting and the
immediate next annual general meeting.
e) Rules and Regulations means rules and regulations of Synchro
PEI.
f) Member in Good Standing means a member who has paid their CAPEI
affiliation fee (if applicable) and adheres to the bylaws, constitution
and policies of the association.
g) General Members means all those who have a direct affiliation
with the association,
h) Honorary Membership means anyone who has made a substantial contribution
or has performed outstanding service on behalf of the association
and shall be awarded by the Board of Directors.
I) CAC means Coaches Association of Canada.
m) AGM means Annual General Meeting
n) AGM Quorum means 2/3 of those members present.
o) Board Meeting Quorum means 5 members must be present to vote.p)
NCCP means National Coach Certification Program.
q) Member-at-large means______________
C. The interpretation
of these bylaws, constitution and policies or of any other matters
not, provided for herein shall be referred to the Board of Directors
of CAPEI whose decision in the matter shall be final.
D. CAPEI shall
operate as a Provincial Section of the Coaches Association of Canada.
General Members and Honorary Members shall not contravene the constitution,
bylaws and rules of the Coaching Association of Canada. In the event
of any inconsistency between the bylaws of CAPEI and the Constitution
and Operational Bylaws of the CAC, those of the latter shall prevail.
E. Conduct
At all meetings of CAPEI, the latest revised edition of Robert's
Rules of Order shall serve as a guide for the conduct of business.
Article
2: MEMBERSHIP AND AFFILIATION
2.1 Affiliation
- The CAPEI shall be affiliated with the NCCP and the Sport &
Recreation Division of the Department of Health and Wellness of
the Province of Prince Edward Island
2.2 The CAPEI
may affiliate with any other organizations, which, in the opinion
of the Board of Directors, benefits coaches in PEI.
2.3 Classification of members:
2.3.1 Active - The Board of Directors shall determine the conditions
for active members.
2.3.2 Associate - Associate membership shall be open to affiliated
organizations. The Board of Directors shall determine the conditions
for these organizations.
2.3.3 Club - The Board of Directors shall determine the conditions
for club membership.
2.4 Admittance
of members is effective upon confirmation at a meeting of the Board
and such confirmation may be withheld for good and sufficient reason
as prescribed in the Discipline Policy of the CAPEI.
2.5 The Board
decides annual membership fees for each category of members if so
deemed, at the AGM. Fees shall be paid on or before March 31 of
every year.
2.6 The membership
year runs from April 1st to March 31st of the following year.
2.7 Any member
in good standing in entitled to receive notice of meetings, attend
any general meetings of the Association, exercise other rights and
privileges given Members in these bylaws.
2.8 All members
shall uphold the Articles and comply with the Bylaws and Policies
of the organization, to be considered a member in good standing.
2.9 Any member
may resign from the CAPEI by sending or delivering a written or
electronic message to the Secretary or President of the CAPEI. Once
the notice is received, the member's name shall be removed from
the register of Members.
2.10 The Board
shall have the right to discipline members in a manner consistent
with the Disciplinary and Anti-Harassment Policies of the CAPEI.
Article
3: MANAGEMENT
The property
and business of the Coaches Association of PEI shall be managed
by the Executive and Board of Directors which shall be responsible
to the membership and shall do all such things and perform all such
acts as may be necessary for the proper conduct of CAPEI in accordance
with the Non-Profit Corporations Act and with the Articles and Bylaws
of Synchro PEI.
Article
4: VOTING
4.1 At Executive and Board Meetings
4.1.1 Except
the President, each member of the Executive and Board of Directors
shall be entitled to one vote on each question at any meeting of
the Executive and Board;
4.1.2 The President
shall have the deciding vote in case of a tie;
4.1.3 No proxy
votes shall be permitted; Abstentions shall not be counted but shall
be recorded.
4.1.4 In all
voting matters a simple majority of those present shall decide.
4.1.5 All Board
members, excluding the President, can hold two positions on the
board, but they can only have 1 vote.
4.1.6 Brenda
to email me this.....
4.2 At Annual
General Meetings:
4.2.1 At the
commencement of the meeting, the President must call for the identification
of those members eligible to vote;
4.2.3 All members
of CAPEI, including Executive members shall be entitled to attend
the AGM and to have one vote. The president shall vote only in the
case of a tie.
4.2.4 No proxy
votes shall be permitted;
4.2.5 In all
voting matters a simple majority shall decide;
4.2.6 Notice
of meeting shall be given at least twenty-on (21) days prior to
the Annual General Meeting.
Article
5: BOARD OF DIRECTORS
5.1 The Board
of Directors shall be elected at the Annual General Meeting from
the membership of the Association.
5.2 The Board
of Directors is comprised of the six (5) Executive Officers, three
(3) Committee Chairs, and two (2) to ten (10) members at large,
of which no sport will have more than three (3) members.
5.3 Directors
are expected to demonstrate an ongoing interest in the affairs of
the CAPEI; to attend meetings whenever possible; and to undertake
other assignments in support of CAPEI including active membership
on one of more committees. Failure to fulfill these responsibilities
may lead to review of the member's status by the Executive.
5.4 Members
retiring from office shall be deemed to hold office until the conclusion
of the meeting at which they retire.
5.5 In the event
of a vacancy on the Board, other than the Past President, the Board
of Directors shall call for nominations from the membership. From
these nominations, they may appoint a member to fill such a vacancy
until the next Annual General Meeting at which time the vacancy
shall be filled by election for the unexpired term of office. Such
appointment must be ratified by a majority vote of the Board.
5.6 Should the
immediate Past President resign, the position shall be left vacant.
The immediate past President shall be the person who prior to the
holding of elections at the Annual General Meeting of CAPEI held
the office of President.
5.7 A Director
may be removed before expiration of his/her term of office according
to the Non-Profit Corporations Act only in a manner consistent with
CAPEI's Discipline Policy.
5.8 Where there
is a vacancy in the number of Directors, the remaining Directors
may exercise all powers of the Directors as long as a quorum remains
in office.
5.9 Directors
shall serve without remuneration and no Director or their immediate
family shall directly or indirectly receive any benefits from his/her
position as such, with the exception that he/she is reimbursed expenses
incurred in the performance of his/her duty in connection with the
work of CAPEI. Special consideration in the form of honorarium may
be given Director(s) for exceptional contributions to CAPEI.
5.10 It shall
be the duty of each Director who is directly or indirectly interested
in a contract or arrangement or proposed contract or arrangement
with CAPEI to declare such interest and to refrain from voting in
respect of such contract or arrangement or proposed contract or
arrangement. 5.11 Each member of the Board of Directors must keep
appropriate records covering the administration of activities under
their jurisdiction. These records must be in a form that enables
them to be turned over to succeeding members of such position. Board
Members may dispose of material that is over five years old, only
with permission of the Board.
Article
6: DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
6.1 To perform
such duties and take such actions as may be necessary in managing
the activities and affairs of CAPEI and to rule on all points not
explicitly provided for therein.
6.2 To elect
from the membership at the Annual General Meeting by majority vote
such Standing Committee Chairs as are necessary for the administration
of CAPEI, each of whom may, but need not necessarily be a member
of the Board. All such chairs shall hold office for a two year term
and with a recommended maximum of two terms.
6.3 To appoint
Special Committees from time to time, as deemed necessary. Duties
of such committees and their term of office shall be prescribed
by the resolutions, which create them.
6.4 To establish
terms of reference and approve membership of committees, provide
resources for committee functions, ensure committee reporting procedures
and maintenance of policy documents.
6.5 To appoint
the Nominating Committee.
6.6 To formulate
the Operating Policies and propose programs for CAPEI.
6.7 To ratify,
reverse or amend the actions of the Executive.
6.8 To appoint
signing officers.
6.9 To receive
and act upon concerns relative to CAPEI.
6.10 To exercise
financial control over the affairs of the Association by maintaining
proper records and accounts of all transactions of CAPEI.
6.11 To be responsible
for the securing, control and accounting of the finances of CAPEI
and for placing and keeping all operating funds of CAPEI in legal
accounts approved by the Board.
6.12 To approve
financial statements, the budget submission and annual budget.
6.13 To prescribe
the manner in which cheques, agreements, letters, contracts and
other documents shall be signed on behalf of CAPEI.
6.14 To determine
the conditions for membership in CAPEI.
6.15 To set
all fees.
6.16 To take
such steps as deemed necessary to enable CAPEI to receive donations
and benefits for the purpose of furthering the objectives of CAPEI.
6.17 To be responsible
for the appointment of such employees as deemed necessary, to prescribe
their duties, to determine policies relative to those appointments
and assess their performance.
6.18 Minutes
of Board Meetings shall be circulated to member clubs and programs.
Article
7: BOARD OF DIRECTORS MEETINGS
7.1 The Board
of Directors Meetings shall be held on a regular basis, a minimum
of 6 meetings per year.
7.2 A quorum
shall be at least 5 members of the Board of Directors, which must
include either the President or Vice-President or the designate
of one of the two.
7.3 Robert's
Rules of Order shall apply at all meetings at which jurisdictional
disputes and parliamentary procedure queries arise.
Article
8: EXECUTIVE
8.1 Four Executive
Officers shall be elected by majority vote at an Annual General
Meeting for a two year term with a recommended maximum of two terms.
a) President
b) Vice President
c) Secretary
d) Treasurer
The terms of President and Secretary shall expire on alternate years
to those of the Vice-President and Treasurer.
8.2 The President
shall not hold office for more than two consecutive terms.
8.3 No Director
can hold the same executive office for more than two consecutive
terms.
8.4 In the event
of a vacancy in the position of President, the Vice President shall
assume the position for the balance of the term. In the event of
a vacancy in any other office (including the Vice-President), the
Board of Directors may, by a majority vote, appoint a person to
serve for the unexpired portion of the term after all board positions
are filled.
8.5 The Executive
shall perform such duties as are set for their respective positions.
Article
9: DUTIES AND RESPONSIBILITIES OF THE EXECUTIVE
9.1 To carry
out the business of CAPEI and hold such meetings as it deems necessary.
9.2 The actions
and decisions of the Executive shall be reported to the Board of
Directors for ratification.
9.3 To have
the power to appoint Chairpersons of Standing Committees and clearly
define the duties and functions of such committees.
9.4 In case
of death, resignation or incapacity of any officer or Chairperson
of a Standing Committee of CAPEI, to declare the office vacant and
appoint another person for the balance of the term.
9.5 Minutes
of Executive meetings shall be circulated within 14 days to the
Board of Directors and shall be adopted at the next meeting of the
Board.
9.6 The Executive
of CAPEI and Chairpersons of the Standing Committees shall take
office immediately after adjournment of the Annual General Meeting
at which they are elected.
Article
10: EXECUTIVE MEETINGS
10.1 The meetings
of the Executive shall be held at such time and in such place as
the President shall designate. Reasonable notice of meetings shall
be given to all Executive in writing, by telephone or otherwise.
Business may be conducted by conference call.
10.2 Executive
meetings shall be held when necessary to deal only with matters
requiring immediate or executive action.
10.3 Three (3)
out of five (5) of the Executive must be in attendance at a meeting
in order to constitute a quorum for a meeting of the Executive.
10.4 Robert's
Rules of Order shall apply at all meetings at which jurisdictional
disputes and parliamentary procedure queries arise.
Article
11: ANNUAL GENERAL MEETING
11.1 The Annual
General Meeting (AGM) of the Coaches Association of PEI shall be
held at a time and place as determined by the Board of Directors
and shall normally be held on or before the 31st day of April, for
the purpose of receiving and approving reports of the auditor and
the Board of Directors, electing the Board of Directors, appointing
auditors for the ensuing year and for the transaction of such other
business relative to the affairs of the Section as may properly
be brought before the meeting.
11.2 Notice
of the AGM, its location, date, time, agenda shall be sent, by the
secretary, to the Board of Directors, Chairs of Standing Committees,
affiliated clubs and individual members 21 days prior to the Annual
General Meeting.
11.3 Notices
of motion to enact repeal or amend the bylaws, constitution, or
rules of the organization shall be forwarded in writing to the Secretary
of CAPEI at least 45 days prior to the AGM at which such motion
is to be considered.
11.4 The President
of the CAPEI shall cause to be forwarded not less than 15 days or
more than 30 days prior to the AGM all notices of motion.
11.5 The membership
shall be notified in writing of the AGM. All such notices may be
sent by ordinary prepaid mail or electronic mail to the last known
address and shall be deemed to have been received on the day following
their posting.
11.6 Notice
to the public at large of the AGM may be made through the press
and/or other means as deemed necessary by the Board.
11.7 The regular
order of business at the AGM, which shall take precedence over all
other business, shall be:
1. Call to Order
2. Roll Call & Verification of Voting Delegates
3. Approval of Agenda3. Reading and Approval of Minutes of previous
AGM
4. Business arising from the Minutes
5. Correspondence
6. President's Report
7. Treasurer's Report - Appointment of Auditor - Approval of Budget
8. Professional Development Report
9. Newsletter/Website Report
10. Awards Report
11. Executive Director's Report
12. Motions
13. Fee Structures
14. Election of Officers
15. Adjournment
11.8 The Secretary
shall ensure that minutes of the AGM are forwarded to all members
of the Board of Directors within 30 days.
11.9 Robert's
Rules of Order shall apply at all meetings at which jurisdictional
disputes and parliamentary procedure queries arise.
Article
12: ROLES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
12.1 The Board
shall consist of the following positions:
a) President
b) Past President
c) Vice President
d) Secretary
e) Treasurer
f) Directors-at-Large
g) Executive Director, Ex-officioh) Government Representative, Ex-officio
12.2 PRESIDENT
1) Calling and presiding at all Executive and Board of Directors
meetings.
2) Casting the deciding vote in case of a tie.
3) Appointing and monitoring special committees.
4) Monitoring the duties of other officers of CAPEI.
5) Conducting any business arising between meetings.
6) Representing CAPEI as required and ensuring that the decisions
and concerns of the Board of Directors are raised accordingly.
7) Being an ex-officio member of all committees.
8) Maintaining close contact with the Coaches Association of Canada
and all its factions.
9) Maintaining close contact with Sport PEI.
10) Maintaining close contact with Prince Edward Island's Culture,
Heritage and Recreation
11) Scrutinizing correspondence and delegating to appropriate committees.
12) Board Liaison with the Executive.
12.3 PAST PRESIDENT
1) Being Chairperson of the Nominating Committee.
2) Being Chairperson of Legislation.
12.4 VICE PRESIDENT
1) Performing the duties of the President in the absence of the
President or inability to act.
2) Assisting the President in every way in the operation of CAPEI's
activities.
3) Updating the Bylaws, Policies and Procedures on an annual basis.
4) Initiating and monitoring long range planning.5) Being one of
the signing officers.
12.5 SECRETARY
1) Recording all minutes of all meetings of the Board of Directors
and the Executive and ensuring a copy of said minutes is sent to
all members of the Board, within 14 days.
2) Conducting all general correspondence of CAPEI, including minutes
of meetings, any mail voting and record keeping.
3) Ensuring all notices of meetings are issued.
4) Ensuring certificate of appointment forms are sent out to member
clubs at least thirty days prior to the Annual General Meeting.
12.6 TREASURER
1) Ensuring accurate records are kept of all receipts and expenditures.
2) Maintaining a file of receipts and correspondence pertaining
to the finances of CAPEI.
3) Collecting and depositing all money belonging to CAPEI in the
Bank
4) Paying all properly certified bills and assessments by cheque,
signed by two authorized signing authorities.
5) Being aware of and assisting with the preparation of submissions
for financial assistance.
6) Presenting at all Board of Directors meetings a full report of
the financial dealings of CAPEI and preparing and forwarding the
annual financial report to the designated official of the Department
of Recreation and Sport.
7) Being one of the signing officers.
8) Being available as required for a financial review by Sport PEI.
9) Advising Board Members, budgetary planning groups, etc., as to
the state of CAPEI's finances.
12.7 EXECUTIVE
DIRECTOR
1) Shall be directed by the President.
Article
13: ROLES AND RESPONSIBILITIES OF THE STANDING COMMITTEES AND AFFILIATED
CLUBS:
13.1 STANDING
COMMITEES:
a) Professional Development
b) Awards
c) Newsletter/Website
Article
14: RULES AND REGULATIONS
The Board of
Directors may prescribe such rules and regulations consistent with
these bylaws relating to the management and operation of the CAPEI.
Article
15: FISCAL YEAR
The fiscal year
for the CAPEI shall be April 1st to March 31st.
Article
16: THIRD PARTY REVIEW
A third
party independent review of the financial records of the Association
shall be done annually by an appointed person. This person shall
provide a statement of the results of the review to the Annual General
Meeting for the completed fiscal year.
Article
17: DISSOLUTION
Upon dissolution
of the Organization, the Board of Directors shall not, after paying
or making arrangements for the payment of all liabilities of the
Organization distribute of any funds among members and the funds
and equipment of the CAPEI Inc.shall be applied to some charitable
or similar organization on PEI.
Article
18: INDEMNITY
Every Officer
or Member of the Board of Directors, or other servant of the Association
shall be indemnified by the Association against all costs, losses
and expenses incurred by them respectively in or about the discharge
of their respective duties, except such as happens from their own
respective willful neglects or defaults.
Article
19: POLICIES
The CAPEI may
make policies regarding various issues such issues as gender equity,
harassment, etc.
Article
20: AMENDMENTS TO THE BYLAWS
20.1 Bylaws
of the CAPEI may be repealed or amended by a quorum of the Board
of Directors and must be sanctioned by a majority of the votes cast
an Annual or Special General Meeting of the CAPEI.
20.2 If any
bylaws or any amendment or repeal thereof is rejected by the members
or is not submitted to the next meeting of the members, the bylaws,
amendment or repeal thereof ceases to be effective and no subsequent
bylaws, amendment or repeal having substantially the same purpose
or effect shall be effective until confirmed or confirmed as amended
by the members.
20.3 Amendments
to the bylaws shall become effective immediately upon adoption unless
the motion to adopt or a previous motion specifies otherwise.
20.4 Any member
in good standing supported by a seconder may propose amendments
to the bylaws by submitting written Notices of Motion to the President
at least 21 days prior to the Annual or Special General Meeting
at which such amendments are to be considered.
20.5 The membership
of the CAPEI shall be notified of amendments to the bylaws within
21 days of their adoption at an Annual or Special General Meeting.
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