LETHBRIDGE ATHLETIC ASSOCIATION BYLAWS

Contents

Article 1 – Preamble

Article 2 – Objects of the Society

Article 3 – Membership

Article 4 – General Meetings of the Association

Article 5 – The Government of the Association

Article 6 – Finance and Other Management Matters

Article 7- Amending the Bylaws

Article 8 – Parliamentary Practice

Article 9 – No Appeal

Article 10 – Legal Action

Article 11 – Dissolving the Society

Lethbridge Athletic Association is a volunteer, non-profit organization which provides an opportunity for children aged eleven to eighteen in the Lethbridge Minor Hockey boundaries and Alberta Elite boundaries to participate in an Elite Hockey Program.

To help young people participating in an elite hockey program to have fun and develop positive life skills through positive physical, psychological and social development in a team environment.

The LAA Mission Statement described above is the guiding principle of how the LAA operates and LAA expects that those who participate in LAA will follow it.

There are four categories of members:

(a) Regular Members

(b) Associate Members

(c) Playing Members and

(d) Honorary Members

Regular members shall be those individual adults residing within the boundaries of the Lethbridge Minor Hockey Association who have been elected by a majority of existing members to assume a position on the Board of Directors.

Regular membership shall, subject to the Independence and Conflict of Interest requirements, include the privilege of voting on appropriate matters at any duly called and constituted meeting of the Board of Directors. Regular members shall not be the parent of any playing member, or related to any playing member, and shall immediately resign from their position if a child or family member is selected to be a playing member. Regular members shall assume various executive roles and responsibilities within the Association immediately upon their admission to regular membership.

A specific term of office will be prescribed and vacancies shall be filled at the earliest opportunity. Members shall serve on the board for three consecutive years; however the President may only serve in that position for a maximum of two (2) consecutive three (3) year terms. There are no restrictions on the other members.

These new board members shall be drawn from among the members of the Associate board, and shall have additional duties, powers and responsibilities as defined herein.

Regular members shall support and promote the goals, objectives and philosophy of LAA as they are defined and specified from time to time. Failure to do so may result in sanctions or removal from the Board by majority vote thereof. In particular, regular members should be those individuals from within the boundaries of the Lethbridge Minor Hockey Association who wish to promote the sport of hockey at a high level in the City of Lethbridge, and to assist in the development of young people who have a desire to participate in that sport.

Associate members of the Board of Directors shall be individuals from with the boundaries of the Lethbridge Minor Hockey Association who wish to volunteer to participate as assistants to the voting board by supplying time, experience and skills in the operational needs of LAA and its teams. It is expected that as opportunities arise members of the voting board will be selected from the associate board, respecting the experience generated on the Associate Board and the conflict requirements, which must be followed for the voting board. The members of this non-voting group will fill supportive operational roles in the organization as needed and defined by the voting Executive of the Board. Associate members will meet at such times and under such circumstances as may be prescribed by the Voting Board from time to time.

Playing members shall consist of individuals who are hockey players under the age of 19, who have been accepted by the Association through one of its teams, who have paid or arranged payment of the necessary registration and other costs, and who have received a player’s card for one of the teams of L.A.A. Upon completion of a player’s card a player will be considered to be a playing member of the LAA, and shall be entitled to all of the rights and responsibilities thereto until the playing membership expires at the end of the season for the team for which the card was issued, unless the player’s membership shall have been removed or suspended by the Board of LAA, or any applicable Hockey Governing Body, for cause prior to that date.

Honorary members are former regular members, former associate members, former playing members or special individuals who have made significant contributions to the development, history and success of the LAA and its players over time. These members are appointed by special resolution of the Board for lifetime membership. Voting privileges, attendance at Board meetings or involvement in Board decisions do not attach to this membership. The policy of LAA is that as these members have demonstrated strong commitment to the LAA goals, principles and objectives they are deserving of special recognition. They continue to be welcomed into various volunteer roles throughout the organization and receive the appreciation of all players and members of the Association for doing so.

Any member may withdraw from the LAA with notice in writing delivered to the President of the LAA. Receipt of the letter to the President determines the effective date of withdrawal. The Board in its sole discretion may decide for each withdrawal whether any fees or portion of fees will be refunded. A former member is liable for any debts owing to LAA at the date of withdrawal.

Any member of the Association, regular, Associate, playing or honorary, may be removed from membership, suspended or expelled for cause, for whatever period of time is deemed appropriate by the Board of LAA.

Such decisions must be reviewed carefully and employ procedural fairness, and should only be taken in situations of a serious nature, which shall include matters, activities or behavior which is not in keeping with the goals, mission and objectives of LAA, which relates to serious financial matters or are matters of serious lapses of personal judgment.

In order for such act of removal or otherwise to occur the voting members may, by a vote cast by two-thirds of the voting members remove or otherwise deal with such person. Voluntary removal shall be permitted by having the member provide a notice in writing to that effect to the Board of Directors. Upon receipt of such notice and acceptance by two thirds of the voting members of the Board the resignation or withdrawal of such member shall be effective.

A regular voting / executive member or associate / non voting member may be removed by the voting board prior to the expiry of his term of office only at a special general meeting duly called for this purpose. In such event the proposed member to be removed shall be provided with written notice of the date, time and place of such special general meeting at least seven (7) clear days prior to such meeting and shall be afforded the right to attend either with or without representation, to respond to the motion and any of its points, and to present whatever information may be deemed appropriate in response to such motion. The subject member shall not be allowed to vote on any eventual motion which may result from such meeting.

Any Director on the voting or non voting board who fails without reasonable cause, which cause shall be determined in the reasonable discretion of the voting board, to attend three consecutive and properly called board meetings may, at a special meeting duly called and constituted as set out herein, be removed as a director provided the appropriate written notice, reasons and motion have been provided to the subject director as set out herein.

A withdrawal of a playing member and any accompanying reimbursement of registration monies shall be at the discretion of the Board, utilizing a pro-rata formula if same should prove necessary.

The foregoing shall also be applied to the removal of coaches or team officials, if necessary, following all aspects of fair and reasonable Administrative process expected of a mature organization such as LAA.

Alberta in the manner and for the purposes described above, with the resulting new Board of Directors or portion thereof to take office by not later than May 1st of that same year.

a) Adopting the agenda;

b) Adopting the minutes of the last Annual General Meeting;

c) Considering the President’s report;

d) Reviewing the financial statements setting out LAA income, disbursements, assets and liabilities and the auditor’s report;

e) Electing two Directors to the Board plus any vacant positions;

f) Considering matters specified in the meeting notice. These may include agenda topics added by the Board of Directors or specific motions that any member has given notice of, before the meeting is called.

The President shall call a special meeting of the Voting Board in the event that:

1. A written resolution covering a matter within the jurisdiction of the Association is provided to the President

2. At least three of the regular voting members have signed the resolution

3. The reason(s) for the proposed meeting are clearly and succinctly outlined in the resolution, as well as the result being proposed or sought

In the event such a meeting is called all regular members of the voting board shall receive a clear notice of the meeting, which notice shall include the exact location, time date and purpose for the meeting. Such notice shall be provided in writing or electronically and must be received a minimum of seven (7) clear days prior to the meeting. The recipients of the notice shall respond with an acknowledgement of receipt of the said notice as well as their intentions on attendance.

The items, matters and issues identified and specified in the notice shall be considered at the special meeting. No other items, matters or issues shall be allowed and any decisions or votes taken shall be ratified and formally confirmed at the next regularly scheduled meeting of the voting Board of Directors, before being entered into the minutes of the proceedings of the said meeting.

All rules, procedures, voting requirements and quorum requirements shall continue to be in force at such a special meeting as would occur at a regular meeting or the AGM of the Association.

Tied vote

In the case of a tied vote, the President shall declare the vote defeated and the matter under consideration in the tied vote shall not be returned to the agenda for further consideration, if any, until the next regularly scheduled board meeting.

(a) Amending the bylaws,

(b) Amending the objects

(c) Issuing debentures

(d) Dissolving the society.

(a) Advocacy for LAA, promoting its mission, vision and membership

(b) Long term planning for the Association

(c) Setting policy and regulations for operating LAA.

(d) Approving the annual budget and dealing with financial matters

(e) Determining any fees and approving fundraising projects

(f) Assigning functions and responsibilities to committees which will advise the Board

(g) Approving coach selections

(h) Maintaining all accounts and records and approving all contracts for LAA

(i) Establishing and following a code of conduct for the Board of Directors

The President; the Vice-President; Treasurer; Secretary; Director of Team Development; Director of Player Development; LMHA Direct of Excellence, Non-Voting Past President, and three (3) Directors at Large.

(a) The President, and Secretary each serving a three year term that ends at the 2010 Annual General Meeting.

The Liaison from Lethbridge Minor Hockey Board will be the Director of Excellence elected from the Lethbridge Minor Hockey Board for a Three year term.

In this manner one-third of the Board members are elected each year. In the three year cycle, there are two Director Positions grouped together for the same elected terms as follows:

(a) Elect the Vice-president and the Treasurer in one year;

(b) Elect the Director of Team development and the Director of Player Development in the following year,

(c) Elect the President and Secretary in the year after.

At each Annual General Meeting following the election of the three Director positions, any vacant Board position would be filled by election, for the necessary length of term to complete that vacant Director’s term.

This process allows a Director in mid-term to be nominated for a different Director position on the Board and if successfully elected, creates a vacancy to be filled at that meeting.

giving notice in writing to the Board. The resignation takes effect either at the date of the written notice or on

the date the Board accepts the resignation.

President, before the end of his (her) term. There must be a two-thirds majority vote (of those present and voting) at a Special General Meeting called for this purpose.

meetings on three consecutive occasions, without just cause as determined by the Board, on a motion passed by a two-thirds majority of the Board, may be removed as a Director.

that vacancy until the next Annual General Meeting. At the Annual General Meeting that position will be filled

by election to complete the original term if one or two years are remaining. This does not apply to the position

of immediate Past President which shall remain vacant until the next Annual General Meeting.

LAA indemnifies each Director against all claims or losses of any nature whatsoever that result from any act done in his or her role for the LAA. LAA does not protect any Director for acts of fraud, dishonesty, or bad faith. No

Director is liable for the acts of any other Director or employee. No Director is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the LAA. No Director is liable for any loss due to an innocent oversight or honest error in judgement. Directors can rely on the accuracy of any statement or report prepared by the LAA’s auditor. Directors are not held liable for any loss or damage as a result of acting on that statement or report, unless they have knowledge of any errors or omissions.

The amended Bylaws take effect after approval at the general meeting or special meeting and must be forwarded to the Corporate Registry of Alberta.

President ___________________________________________

Vise President _______________________________________

Secretary ___________________________________________

Treasurer ___________________________________________