Constitution

Red Deer

Softball Umpires Association

Constitution

 

Effective: September 21st, 2004

 

Item                                                                                                                                     Page

ARTICLE I   –   NAME.. 3

  1. Name. 3

ARTICLE II   –   MEMBERSHIP. 3

  1. Association. 3
  2. Application. 3
  3. Governing Authority. 3
  4. Use of Personal Information. 3
  5. Membership Fees. 4
  6. Honorary Membership. 4
  7. Disciplinary Rights. 4

ARTICLE III   –   GENERAL ASSOCIATION.. 4

  1. Membership. 4
  2. Term of Membership. 4
  3. Executive. 4
  4. Jurisdiction. 4
  5. Dissolution of Organization. 5

ARTICLE IV   –   MEETINGS. 5

  1. Quorum.. 5
  2. Voting. 5
  3. Pre-Season Meeting (PSM) 5
  4. Annual General Meeting (AGM) 5
  5. Special Meetings. 6
  6. Order of Business. 6

ARTICLE V   –     EXECUTIVE MEMBERS. 7

  1. Titles. 7
  2. Term of Office. 7
  3. Nomination & Eligibility. 7
  4. Elections. 8
  5. Vacancy. 8
  6. Pre-Season and Annual General Meetings. 8
  7. Removal of Executive Officers. 8

ARTICLE VI     –   DUTIES OF EXECUTIVE MEMBERS. 9

  1. Duties of the President 9
  2. Duties of the Vice-President 9
  3. Duties of the Secretary-Treasurer. 9
  4. Duties of the Assignor. 10
  5. Duties of the Past President 10

ARTICLE   VII   –     COMMITTEES. 11

  1. Committees. 11

ARTICLE VIII     –   FINANCIAL MATTERS. 11

  1. Inspection of the Accounts. 11
  2. Borrowing Powers. 11
  3. Remuneration. 11

ARTICLE IX –     AMENDMENTS. 11

  1. Amendments. 11

ARTICLE X – DIRECTOR AND OFFICER INDEMNIFICATION.. 12

ARTICLE XI – SEAL.. 12

  1. Seal 12

ARTICLE XII – ABBREVIATIONS. 12

 

 

ARTICLE I   –   NAME

 

  1.  Name

The name of the Association shall be the Red Deer Softball Umpires Association herein described as the RDSUA

 

ARTICLE II   –   MEMBERSHIP

 

  1. Association

 

The Association shall be composed of all duly qualified and regularly approved members currently in good standing, who are affiliated with this Association and governed in accordance with the by-laws.

 

  1.  Application

 

  1. Membership shall be open to anyone who umpires within the region defined through Softball Alberta’s Handbook currently referred to as Zone 9.

 

  1. All applications for new members or renewals shall be accepted after
    1. Successfully passing a written examination
    2. Attending a clinic as authorized by the executive,
    3. Or by Review of the executive of the RDSUA

 

  1. The executive shall have the right to accept or reject any application with just cause.

 

  1. Any applicant being refused membership may request in writing a hearing at a meeting of the executive.

 

  1.  Governing Authority

 

Members shall be subject to the jurisdiction and authority of the Association and executive, except where superseded by the Alberta Amateur Softball Association (AASA) or Canadian Softball Association (CSA) rules and by-laws.

 

  1.  Use of Personal Information

 

  1. Not withstanding the Canadian Protection of Personal Information Act, members must submit their Names, address, phone number(s) and e-mail address (if applicable) in order that regular contact may be made for the purpose of assigning games, meeting notification, payment (or collection) of fees, etc.

 

  1. Information collected by the Association will not be distributed to other persons or groups who do not have a demonstrated need through the sport of softball.

 

  1. Members are responsible to submit changes of address, phone or e-mail to the secretary-treasurer.

 

  1.  Membership Fees

 

Upon acceptance, the applicant shall pay membership fees. Such fees shall be determined by the executive.

 

  1. Withdrawal

 

Any member may withdraw from the Association upon written notice to the secretary-treasurer of the RDSUA

 

  1.  Honorary Membership

 

An honorary membership may be approved by a majority vote of the Association. This member will have no voting or officiating privileges.

 

  1.  Disciplinary Rights

 

  1. The Association shall have the right to discipline any member(s) for violation of the by-laws and/or regulations or for any softball act by the involved member(s) which is deemed to be detrimental to softball.

 

  1. Such member(s) may be expelled, suspended or fined by the executive of the Association, at the sole discretion of the executive.

 

  1. Such member(s) may appeal results in writing within fourteen (14) days to the executive of the RDSUA

 

  1. The executive must then conduct an appeal hearing within fourteen (14) days of the date of the appeal.

 

  1. If expelled, suspended, or fined, no membership fees shall be refunded.

 

 

ARTICLE III   –   GENERAL ASSOCIATION

 

  1.  Membership

 

The general Association shall consist of the Executive and members in good standing.

 

  1.  Term of Membership

 

Term of membership in the general Association shall be for 1 (one) year with the exception of the executive officers and Past President who shall serve two (2) year terms.

 

  1.  Executive

 

The general membership shall elect the officers of the Association at the annual meeting of the Association.

 

  1.  Jurisdiction

 

The general membership shall have jurisdiction over all of the affairs of the Association, except as herein otherwise provided, and its powers shall be invested in the executive or other such special committees as the executive may designate for the interim period between meetings of the Association.

 

  1.  Dissolution of Organization

 

In the event the organization is dissolved, all remaining monies and records will become the property of the Alberta Amateur Umpires Association.

 

ARTICLE IV   –   MEETINGS

 

All scheduled meetings will follow the Order of Business shown elsewhere in this document.

 

 

  1.  Quorum

 

  1. A quorum for the transaction of business shall be thirty three percent (33%) of the members of the Association for Pre-season and AGM of the Association.

 

  1. A quorum for the transaction of business shall be thirty three percent (33%) of the members of the Association for a special meeting of the general Association.

 

  1.  Voting

 

  1. Each member of the general Association shall be entitled to one (1) vote.

 

  1. Executive officers are entitled to the same voting power as members of the general Association.

 

  1. The president will only vote if required to break a tie.

 

  1. A member must be present to vote, unless printed ballots/polls have been distributed to all members at least 14 days prior to the meeting.

 

  1. The secretary-treasurer and two persons from the general membership shall oversee ballot counts.

 

  1. Any member holding two (or more) positions will be entitled to only one vote

 

  1.  Pre-Season Meeting (PSM)

 

  1. A PSM of the membership will be held prior to commencement of the season.

 

  1. All members are to be advised thirty (30) days prior to the meeting, by letter, E-mail or verbal notice.

 

  1. This meeting may be held in conjunction with any annual clinic held within the region.

 

  1. Annual General Meeting (AGM)

 

  1. The Association shall hold an AGM on or before the last day of November in each year, of which there shall be thirty (30) days notice by letter, E-mail or verbal notice, to the members.

 

  1. Executive members will present annual reports at this meeting.

 

  1. At this meeting there shall be an election of members for executive positions whose 2 (two) year terms have expired or are vacant at the time of the AGM.

 

  1.  Special Meetings

 

In addition to the foregoing meetings, special meetings may be called as required when requested by

  1. President
  2. Or a majority of the members of the executive,
  3. Or thirty three percent (33%) of the Association members. In the event the membership requests a meeting, fourteen (14) days written notice must be presented to the president and/or secretary-treasurer to facilitate such a meeting. Such written notice shall state reason(s) to the executive for the Special Meeting and the names of those persons who request the meeting (to satisfy the thirty three percent (33%) membership requirement).

 

  1. Executive Members Meetings

 

  1. Between general membership meetings (PSM & AGM), the executive will hold meetings as deemed necessary to carry on the business of the Association.

 

  1. The exact time and place of such meetings shall be determined by the executive.

 

  1. A quorum for the transaction of business shall be 60% (three out of five board members).

 

  1.  Order of Business

 

The order of business and agenda for the PSM and AGM shall be prepared by the Secretary-Treasurer following consultation with the President and with the approval of the executive. The agenda shall include, but not be limited to the following.

 

  1. Call to order.
  2. Reading of the minutes of the previous meeting.
  3. Business arising from minutes
  4. President’s report.
  5. Treasurer’s report
  6. AASA / CSA report(s)
  7. Unfinished old business
  8. Elections (if required)
  9. New business
  10. Next meeting
  11. Adjournment

 

 


ARTICLE V   –     EXECUTIVE MEMBERS

 

  1.  Titles

 

  1. The officers of the Association (board of directors) shall be as follows:
    1. President
    2. Vice-President
    3. Secretary-Treasurer
    4. Assignor
    5. Past President

 

  1. Members can hold more than one position within the Association.

 

  1.  Term of Office

 

  1. The President and Assignor will be elected for a two (2) year term, in even numbered years.

 

  1. The Vice-President and Secretary-Treasurer will be elected for a two (2) year term in odd numbered years.

 

  1. The Past President shall serve a two (2) year term concurrent with the newly elected President. In the event that the Past President is unable to serve their term, then the AGM will elect an additional “executive-at-large” position who will serve during the same time period as the president.

 

  1. In the first year of operation all positions will be filled, with the Vice-President and Secretary-Treasurer being elected for a one (1) year term. In the first two (2) years of operation an “executive at large” position will be used in place of the past president.

 

  1.  Nomination & Eligibility

 

  1. Only those members who are eighteen (18) years of age on day of elections may run for office.

 

  1. Written nominations will be accepted at the PSM or from the floor at the AGM for the positions or offices available for the upcoming year.

 

  1. It is strongly recommended (though not required) that those persons nominated submit a short resume relative to the position they have been nominated for. This resume is to be submitted to the Secretary-Treasurer within seven (7) days after the PSM for duplication and dispersal to the membership.

 

  1. That person’s nominated from the floor at the AGM do not have to submit a resume. However, they may have one prepared for dispersal and consideration by the membership.

 

  1. Elections will take place at the AGM. Nominations will be accepted from the floor at the AGM meeting provided that the nominee(s) is present or has submitted a letter of consent to desired positions on the executive.

 

  1. Every nomination must be seconded.

 

  1. All members in good standing are eligible to vote.

 

  1.  Elections

 

  1. The election of officers, whose terms have expired or resigned, shall take place at the annual AGM meeting of the Association and the executive shall take office at adjournment of said meeting.

 

  1. All election of officers shall be conducted and voted on by secret ballot. The ballots are to be destroyed after the vote.

 

  1. When an election is held to fill an office vacated prior to the completion of the term, the term of office shall be for the period of the original unexpired term.

 

  1.  Vacancy

 

  1. The executive shall have the discretion to fill any vacancy of any office, except president, between annual meetings. Where the executive makes an appointment to fill any vacant office such appointments will be until the AGM, where the membership will be requested to ratify said appointments.

 

  1. In case the office of President becomes vacant, the Vice-President shall assume those duties.

 

 

  1.  Pre-Season and Annual General Meetings

 

  1. All members of the executive shall attend the 2 (two) scheduled meetings of the Association. (Pre-season and AGM). Failure to attend can result in disciplinary or monetary actions to be taken by the executive.

 

  1. Acceptable reasons for not attending these meetings will be as follows.

 

  1. Assigned games coinciding with these meeting times.
  2. Extenuating circumstances. (Written or verbal notification to either the President or Secretary-Treasurer.) Validity at the discretion of the remaining executive members.

 

 

  1. Removal of Executive Officers

 

Any executive officer may be removed from their position by a sixty percent (60%) vote of the members present at an annual meeting or a special meeting called for such purpose, where individual(s) have proven by documentation to have taken such actions, such as theft from the Association or misrepresentation of the Association, that are a detriment to the Association and/or the sport of softball.

 

 


ARTICLE VI     –   DUTIES OF EXECUTIVE MEMBERS

 

  1.  Duties of the President

 

The President shall,

 

  1. Preside at all meetings of the Association, general Association and executive, and shall, at the direction of the executive, appoint all committees and shall supervise the activity thereof.

 

  1. Be an ex-officio member of all committees.

 

  1. Be one of the signing authorities at the Association’s banking institution.

 

  1. Ensure and arrange that the Association’s books be examined and reported upon in writing by an independent party every year.
    1. The opinion may be obtained from a qualified person who is not a member of the executive, or two members of the Association elected by the Association, or by an independent party.
    2. A written report concerning the standing of the books is to be submitted at the AGM of the Association.

 

  1. Be one (1) of the two (2) delegates, representing the RDSUA at the Softball Alberta Umpires meetings

 

  1. In addition to the duties conferred upon him by the by-laws, the President may exercise at any time all the duties and powers of the executive in the best interest of the Association. However, any actions taken by the President in the name of the executive must be placed before the executive within twenty four (24) hours for ratification.

 

  1.  Duties of the Vice-President

 

The Vice-President shall,

 

  1. Meet and deal with their respective assignments and report back to the executive and general Association.

 

  1. In case of absence, resignation or disqualification, the Vice-President shall assume the responsibilities of the President.

 

  1. Be an alternate signing authority at the Association’s banking institution.

 

  1. Co-ordinate evaluations of umpires.

 

  1. Be a liaison with league representatives.

 

  1.  Duties of the Secretary-Treasurer

 

The Secretary-Treasurer shall,

 

  1. Maintain the office of the Association, if the Association maintains an office, and carry on the official correspondence pertaining to the Association and the executive under the direction of the President and the executive.

 

  1. For secretarial duties,
    1. Record the minutes of all executive, general Association and annual meetings and distribute such minutes to the general membership by electronic or Canada Post within 14 days of such meetings.
    2. Be responsible for the maintenance, printing and distribution of the by-laws and regulations of the Association.
    3. Keep a record of all members of the general Association, including their addresses and telephone numbers, and where possible e-mail addresses.
    4. Be responsible for receiving all written notices of motion and the proper distribution of same.
    5. Be responsible for receiving all mail-in ballots, with such ballots to remain sealed until voting at a meeting has been concluded at which time such ballots will be opened and counted.
    6. Distribute, the names along with any resumes received for those members nominated at the PSM to the membership, no later than 30 days prior to the annual meeting.
    7. Keep corporate seal. The Secretary-Treasurer is authorized to use the seal under the direction of the majority of the executive.

 

  1. For Banking duties,
    1. Be the principal signing authority at the Association’s banking institution.
    2. Sign all cheques with a second signature required from one of the President or Vice-President.
    3. Be responsible for keeping a full and accurate account of all moneys received and shall deposit same in the name of and to the credit of the Association in such depository as may be designated by the executive.
    4. Disburse all moneys pursuant to the direction of the executive and shall present an annual written financial report to the end of the fiscal year, (March 1st) for presentation to the general membership at the next general meeting of the Association.
    5. Produce a statement of assets, liabilities, revenue and expenditures, of the Association to the executive prior to the AGM.

 

 

  1.  Duties of the Assignor

 

The Assignor shall,

 

  1. Be responsible for assigning officials to games (including all fast/slow pitch, exhibition, league, playoffs and tournaments that are offered to the Association).
  2. Co-ordinate with subordinate assignors (if splits of assigning duties are deemed appropriate)
  3. Maintain records and produce reports as required to ensure accuracy of fees payable to officials.
  4. Forward records to the Secretary-Treasurer at the end of the season to ensure prompt payment of officials.
  5. Assignor and subordinates will receive an honorarium equal to 10% of individual game fees (excluding mileage) for games that are assigned by them.
  6. May have signing authority on the bank accounts.

 

 

  1.  Duties of the Past President

 

The Past-President shall,

 

  1. Offer wise counsel to the members of the executive and membership
  2. Perform such duties as requested by the executive.
  3. Will chair disciplinary appeal hearings. In the event the Past President is not available for the hearing then another member of the executive will chair the appeal.

 

 

ARTICLE   VII   –     COMMITTEES

 

  1.  Committees

 

  1. The executive may appoint committees as is deemed necessary.

 

  1. There shall be a nomination committee set up to deal with nominations for the executive. This committee shall be formed by the Past President and two (2) members at large. These two members at large may be chosen by the Past President.

 

 

ARTICLE VIII     –   FINANCIAL MATTERS

 

  1.  Inspection of the Accounts

 

  1. The books and records of the Association may be inspected by any member of the Association (in good standing) anytime, but must give two (2) weeks written notice and arrange a time satisfactory to the officer in charge of same.

 

  1. Each member of the executive, shall at all times, have access to said books and records.

 

  1.  Borrowing Powers

 

The Association will have no borrowing privileges with any financial institutions or through other means, unless approved by the general membership at a PSM, AGM or special meeting.

 

  1.  Remuneration

 

  1. No officer of the Association shall receive any remuneration for his services except in the form of an honorarium as approved by the membership at the AGM.

 

  1. Expenses that may be considered for remuneration would include rental of facilities for meetings, postage, travel and accommodation to attend provincial meetings, and individual items presented for consideration by the executive.

 

 


ARTICLE IX –     AMENDMENTS

 

  1.  Amendments

 

  1. The by-laws of the Association shall not be rescinded, altered or added to except by special resolution passed by a majority of not less than thirty three percent (33%) of such members entitled to vote as are present in person at a meeting for which fourteen (14) days written notice has been given, specifying the intention to propose a special resolution has been duly given to the executive of the Association. No rescission or alteration of, or addition to a by-law has effect until it has been approved by the executive and members.

 

  1. A member must be present to vote, unless printed ballots/polls have been distributed to all members at least fourteen (14) days prior to the meeting.

 

 

ARTICLE X – DIRECTOR AND OFFICER INDEMNIFICATION

 

The Association shall indemnify it’s directors and officers and former directors and officers and their 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 them in respect of any civil, criminal or administrative action or proceeding to which they are made parties by reason of being directors or officers of the league, including an action by or on behalf of the Association, if:

 

  1. They acted honestly and in good faith with a view to the best interests of the Association; and;

 

  1. In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing the conduct was lawful or were acquitted, and;

 

  1. They gave notice to the Association of the civil, criminal or administrative action or proceeding immediately upon becoming aware of it and also cooperated with the Association in the defense of the action or proceeding to such extent as may be reasonable in the circumstances.

 

 

ARTICLE XI – SEAL

 

  1.  Seal

 

There is no seal for the Association

 

 ARTICLE XII – ABBREVIATIONS

 

  1. ASUA Albert Softball Umpires Association
  2. AASA Alberta Amateur Softball Association
  3. AGM Annual general meeting
  4. CSA Canadian Softball Association
  5. PSM Pre-season meeting
  6. RDSUA Red Deer Softball Umpires Association.

 

APPROVED AND ACCEPTED:       Dated September 21st , 2004

 

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