PROVINCE OF BRITISH COLUMBIA

“SOCIETIES ACT”

CONSTITUTION

March 27, 2017: The following copy of the “Constitution” is the most current version that is on file with the Registrar of Companies for the Province of British Columbia. This document was first “Filed and Registered” on April 8, 2017 to comply in accordance with the Societies Act of British Columbia which became law on November 26, 2016.  

1.

(a) The name of the Society is TOUCH FOOTBALL B.C. SOCIETY (the "Society"), incorporated under the laws of British Columbia

(b) This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members. 

2. The purposes of the Society are:

(a) To promote, enhance, further and develop in the Province of British Columbia, the game of touch football and kindred forms of football, as a recreational as well as a competitive activity, and do all things necessary, usual or desirable for such purpose or purposes, and without restricting the generality of the foregoing, but for greater certainty, the Society may:

i) from time to time acquire by gift, devise, bequest, transfer, purchase or otherwise, real and personal property and dispose of the same or any part thereof by sale, transfer, mortgage, lease, exchange or otherwise and with the proceeds acquire other property;

ii) erect, equip, provide, furnish, maintain and manage such facilities as may be deemed necessary therefor, either alone or jointly with other organizations;

iii) employ instructors, trainers, managers, coaches, officials and such other persons as may be thought advisable and to conduct or assist in conducting clinics for the training, assistance and guidance of such instructors, trainers, managers, coaches and officials;

iv) to supply rule books, equipment and all such resources necessary or as may be thought advisable for any of the aforesaid purposes;

v) raise money by any lawful means or borrow money and give security therefore for any of the above purposes;

vi) do all such other things as are incidental or conducive to the attainment of any of the above objectives.

(b) To assist all members or groups of members forming regional or district leagues:

i) by providing arbitration and making regulations to govern all disputes or differences between members forming regional or district leagues;

ii) by acquiring and transmitting information between members or groups of members forming regional or district leagues and any other person, group or governmental body having an interest in the further promotion and development of touch football and kindred forms of football.

(c) To provide leadership and guidance in the development of regional and district leagues at various levels of touch football and kindred forms of football and to encourage and develop membership in such regional or district leagues.

(d) To provide assistance to and co-operate with any person, group, organization, society, company or association, whose aim or interest is to further promote and develop the game of touch football and kindred forms of football.

3. No member of the Society shall be entitled to any of the property or assets of the Society and in the event that the Society shall be wound-up or dissolved, any surplus assets remaining after such winding-up or dissolution shall be given to the B.C. Amateur Football Association if it is still in existence upon the winding-up or dissolution of the Society, and if not, the surplus assets shall be distributed to such charity or charities as the directors in their sole discretion may determine. This clause is unalterable.

DATED at the City of Burnaby in the province of British Columbia, this 27th day of March, 2017. 

 

BY-LAWS OF TOUCH FOOTBALL B.C.

March 27, 2017: The following copy of the “BYLAWS” is the most current version that is on file with the Registrar of Companies for the Province of British Columbia. This document was first “Filed and Registered” on April 8, 2017 to comply in accordance with the Societies Act of British Columbia which became law on November 26, 2016.  

These “BY-LAWS" were originally “Filed and Registered” on February 19, 1979. A revised version was “Filed and Registered” on February 28, 1989 and then additional amendments were “Filed and Registered” on October 5, 1995. This document contains all of the amendments that have been “Filed and Registered” to date.

Part 1 – Interpretation

1. (1) In these by-laws, unless the context otherwise requires,

(a) “auditor” means a person holding a professional accounting designation who is legally able, if required, to sign an audit opinion on financial statements issued in the province of British Columbia. Including the financial statements of Touch Football of British Columbia.

(b) “directors” means the directors of the Society for the time being;

(c) “Societies Act” means the Societies Act of the Province of British Columbia from time to time in force and all amendments to it;

(d) “registered address” of a member, means his address as recorded in the register of members.

(2) The definition in the Societies Act on the date these by-laws become effective apply to these by-laws.

2. Words importing the singular include the plural and vice versa; and words importing a male person include a female person and a corporation.

Part 2 – Membership

3. Membership in this Society shall be divided into three classes, namely: (1) active, (2) life, and (3) honorary. The active members shall in turn be divided into three separate categories, namely: (i) player, (ii) official, and (iii) executive member of the board. Only active and life members shall be considered to be the members of the Society within the meaning and operation of the provisions of the Societies Act”.

4. (1) The active members of the Society shall be not less than five (5) in number and shall be the applicants for

incorporation of the Society and those persons who subsequently have become members, in accordance with these by-laws, and in either case, have not ceased to be members.

(2) The directors shall have the power to elect any person to honorary membership in this Society, for life, or

for such other period. Such honorary members shall not be required to pay dues, or to be eligible to vote.

(3) The Society may honor any member or past member for distinguished or meritorious service within or for the Society by electing such persons to life membership in the Society by a 2/3 vote. Each president shall automatically become a life member of the Society on expiration of his term in office. Such life members shall not be required to pay dues.

5. (1) Application for admission to active membership in the Society shall be made in writing to the directors of

the Society on a form approved by the directors, and signed by the applicant. Upon the application being approved by the directors, the applicant shall be admitted to membership in the Society upon payment of the annual dues for the year in which such applicant has been admitted.

(2) The directors shall determine the first years’ annual dues, and thereafter the annual dues shall be determined at the annual general meeting of the Society.

6. (1) Any group of at least seven (7) members may form a team and apply for seasonal team registration by

making application in writing to the Registrar of the Society on a roster form approved by the directors. When the application is approved by the directors, the team shall be registered as a team in the Society upon payment of the seasonal registration fees for the season in which the team has made application.

(2) The Directors shall determine the first two (2) seasons’ team registration fees, and thereafter the

seasonal registration fees shall be determined at the annual general meeting of the Society.

(3) Each team shall appoint a team representative to serve as a liaison and communicate with the Board of

Directors on behalf of the team.

(4) Teams are permitted to add players to their rosters until they have played their fifth game. Players added after the team’s first game cannot have played for another team that season. The league Registrar must be notified of a new players address information before the player is eligible for play. All rosters are frozen after the team’s fifth game.

(5) Players are only permitted to play on one team during the season, including the playoffs. To be eligible for playoffs a player must have played in at least 2 regular season games. If their name appears on more than one roster, they are considered to be a member of the team for whom they played their first game, and are committed to play for the team only for the balance of that season. Any team using an ineligible player will forfeit all games that player has played in and the player will be suspended for the balance of the season.

(6) The payment of the seasonal registration fees shall enable the members registered as a team to play and enjoy all the advantages of team membership for the season in which the seasonal registration fees have been paid.

(7) Each year shall have two (2) playing seasons, known as the “Spring Season”, running from February 15th to July 31st each year, and a “Fall Season”, running from August 1st to February 14th of the following year. Each season is separate from the other and relegation from between all divisions in Metro Men’s shall apply to each season. Teams can be relegated based on their final standing in the spring and fall league and/or playoffs.

7. Every member shall up-hold the constitution and comply with the by-laws of the Society.

8. (1) A person shall cease to be a member of the Society:

(a) by delivering his resignation in writing to the directors of the Society, or by mailing or delivering it to the address of the Society;

(b) on his or her death, or in the case of a corporation, upon dissolution;

(c) on having been a member not in good standing for twelve (12) consecutive months, or;

(d) on being expelled.

(2) (a) If a member or group of members conducts himself or themselves in such a manner as is in the

opinion of the Board of Directors unbecoming, undesirable or unsatisfactory, the Board may suspend or expel indefinitely, or for such a period as it sees fit, the member or members in question from the privileges of the Society;

(b) The member or members may also be subject to similar suspension and/or expulsion after having been disqualified from a game by the game referee, in accordance with the Canadian Touch Football rules, as noted in the Canadian Touch Football Rule Book;

(c) A member or group of members may also be subject to similar suspension and/or expulsion by the Board of Directors if they permit any individual or individuals not on their team roster to play in any regularly scheduled game or Society tournament, or permit any individual or individuals on the teams’ roster to play while that individual or individuals is or are under a suspension of their playing privileges, providing that written notice of any such suspension has been given to the team representative by the referee in chief;

(d) Any member or members who is or are the subject of a suspension and/or expulsion hearing before the Board of Directors shall be given an opportunity to be heard at such a meeting before the Board of Directors votes on the matter of suspension;

(e) Any member or members who is or are the subject of a suspension hearing before the Board of Directors shall be contacted and notified of the time and place of such meeting and advised that they will be entitled to make representation on their own behalf.

(f) The Members, The League (Touch Football BC), and its officials agree and understand that competitive team sports bring about variety of emotions, and agree that good sportsmanship and relations also include mutual respect. The League does not support verbal abuse of any kind. TFBC is a diverse and inclusive Society, and will not condone or tolerate any derogatory remarks targeting: gender, race, sexual orientation or religion. Further, players, officials and the league agree that verbal abuse of any kind, directed at anyone, will not be tolerated at TFBC games or other league events. Violation of this code of conduct will be subject to further discipline by league officials in accordance with this section. 

9. All members are in good standing except a member who has failed to pay his most current annual membership fee or any other subscription or debt due and owing by him to the Society and he is not in good standing so long as the debt remains unpaid.

Part 3 – Meetings of Members

10. General Meetings of the Society shall be held at such time and place, in accordance with the Societies Act, as the directors decide.

11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.

12. The directors may, whenever they think fit, convene an extraordinary general meeting.

13. (1) Notice of a general meeting shall specify the place, the day and the hour of the meeting, and in case of

special business, the general nature of that business;

(2) Notice of a general meeting shall be given to:

(a) every member shown on the Register of Members on the day notice is given;

(b) The Auditor if Part 10 applies;

(c) legal counsel;

(d) No other person is entitled to receive a notice of a general meeting;

(2) Notice of any general meeting shall be deemed to be given to every member if mailed or handed to every member, and in addition, notice shall be deemed to be given to every member if a notice of the general meeting is advertised in any newspaper circulating in the Province of British Columbia, or the Societies News Letter;

(3) A Notice sent by mail, advertised in a newspaper or the Societies News Letter shall be deemed to have been given on the second day following that on which the Notice, or newsletter is posted and in the case of an advertisement in a newspaper, on the day on which the newspaper is circulated;

(4) The accidental omission to give notice of a meeting to, or the non-receipt of the notice by, any of the members entitled to receive notice, does not invalidate the proceedings at the meeting.

14. The first annual general meeting of the Society shall be held not more than fifteen (15) months after the date of incorporation and thereafter an annual general meeting shall be held at least once in every calendar year and not more than fifteen (15) months after the holding of the last proceeding annual general meeting.

Part 4 – Proceedings at General Meetings

15. Special business is:

(a) all business at an extraordinary general meeting except adoption of rules of order and,

(b) all business that is transacted at an annual general meeting, except:

i) the adoption of rules of order;

ii) the consideration of the financial statements;

iii) the report of the directors;

iv) the report of the auditor, if any;

v) the election of directors;

vi) the appointment of the auditor, if required, and

vii) such other business as, under these by-laws, ought to be transacted at an annual general meeting, or business, which is brought under consideration by the report of the directors, issued with the notice convening the meeting.

16. (1) No business, other than the election of the chairman and the adjournment or termination of the meeting,

shall be conducted at a general meeting at a time when a quorum is not present;

(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated;

(3) A quorum is three (3) members present or such greater number as the members may determine at a general meeting.

17. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.

18. Subject to By-Law 19, the president of the Society, the vice-president, or in the absence of both, one of the other directors present shall preside as chairman of a general meeting.

19. If at a general meeting:

(a) there is no president, vice-president, or other director present within fifteen (15) minutes after the time appointed for holding the meeting, or

(b) the president and all the other directors present are unwilling to act as chairman, the members present shall choose one of their numbers to be chairman.

20. (1) A general meeting may be adjourned from time to time and from place to place, but no business shall be

transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place;

(2) Where a meeting is adjourned for ten (10) days or more, notice of the adjourned meeting shall be given as in the case of the original meeting;

(3) Except as provided in this by-law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.

21. (1) All resolutions proposed at a meeting need to be seconded and the chairman of a meeting may move or

propose a resolution;

(2) In case of an equality of votes the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.

22. (1) A member in good standing present at a meeting of members is entitled to one vote;

(2) Voting is by show of hands;

(3) Voting by proxy is not permitted.

23. A corporate member may vote by it’s authorized representative, who is entitled to speak and vote, and in all other respects exercise the rights of a member and that representative shall be reckoned as a member of all purposes with respect to a meeting of the Society.

Part 5 – Directors and Officers

24. (1) The directors may exercise all such powers and do all such acts and things as the Society may exercise

and do, and which are not by these by-laws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in a general meeting, but subject, nevertheless, to the provisions of:

(a) all laws affecting the Society;

(b) these by-laws; and

(c) rules, not being inconsistent with these by-laws, which are made from time to time by the Society in general meeting.

(2) No rule, made by the Society in general meeting, invalidates a prior act of the directors that would have been valid if that rule had not been made.

25. (1) The number of directors of the Society shall be eleven (11) or such greater number as may be determined

from time to time at a general meeting.

(2) The President, Vice-President, Secretary, Treasurer, Women’s Representative, Metro Men’s Representative, Recreational Men’s Representative, Directors-at-Large and Referee-in-Chief, shall be the directors of the Society.

26. (1) The directors shall retire from office at each annual general meeting when their successors shall be

elected. The directors representing each division including, the referee-in-chief, shall be voted within their own division;

(2) Separate elections shall be held for each office to be filled;

(3) An election may be by acclamation, otherwise it shall be by ballot or show of hands;

(4) Retiring directors shall be eligible for re-election.

27. (1) Any director who shall be absent without just excuse, from three (3) consecutive meetings, or from a total

of five (5) meetings of the Board of Directors, during the period between annual meetings, shall, by majority vote of the directors, cease thereupon to be a director of the Society. A record of the number of meetings attended by each director shall be kept by the Secretary, and where two (2) or more meetings have been missed; a notice or memorandum of this shall be forwarded to such a director with notice of each succeeding meeting.

(2) Notwithstanding anything contained in these by-laws, not more than two (2) members belonging to the same team shall be a member of the Board of Directors at any one time. Should at any time more than two (2) directors belong to the same team, then a sufficient number of the said directors shall resign from the Board of Directors, or in the event of such resignation or resignations not being received within one (1) month after all such directors have received notice that there is a breach of this by-law, and the said directors have not reduced their number to not more than two (2), all the said directors shall forthwith after the expiration of the said month, be and be deemed to be removed from the Board of Directors.

(3) The directors may at any time and from time to time, appoint a member as a director to fill a vacancy in the directors.

(4) A director so appointed holds office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election at the meeting.

28. (1) A director may at any time resign as a director by giving notice in writing of his desire to resign to the

directors of the Society.

(2) If a director resigns his office or otherwise ceases to hold office, the remaining directors shall appoint a member to take the place of the former director.

(3) No act or proceeding of the directors is invalid only by reasons of there being less than the prescribed number of directors in office.

29. The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office.

30. No director shall be remunerated for being or acting as a director, but a director shall be reimbursed for actual disbursements and expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society. Such reimbursement shall be as prescribed from time to time by the directors.

Part 6 – Proceeding of Directors

31. (1) The directors may meet together at such places as they think fit for the dispatch of business, adjourn and

otherwise regulate their meetings and proceedings, as they see fit.

(2) A quorum necessary for the transaction of business is to be six (6) members or a majority of the directors then in office.

(3) The president shall be chairman of all meetings of the directors; but if at any meeting the president is not present within thirty (30) minutes after the time appointed for holding the meeting, the vice-president shall act as chairman, but if neither is present the directors present may choose one of their number to be chairman of that meeting.

(4) A director may at any time, and the secretary, on the request of a director, shall, convene a meeting of the directors.

32. (1) The directors may delegate any, but not all, of their powers to committees.

(2) A committee so formed in the exercise of the powers so delegated, shall conform to any rules that may from time to time be imposed on it by the directors, and shall report every act or thing done in exercise of those powers to the committee’s coordinator, so that he may in turn relate it to the earliest meeting of the directors to be held next after it has been done. If the committee’s coordinator shall see fit he shall request a representative member of the committee appear before the board of directors to give a report on the activities of the committee.

33. A committee shall elect a chairman of its meeting; but if no chairman is elected, or if any meeting the chairman is not present within thirty (30) minutes after the time appointed for holding the meeting, the committee members present shall choose one of their number to be chairman of the meeting.

34. The members of the committee may meet and adjourn as they think proper.

35. For a first meeting of directors held immediately following the appointment or election of a director or directors at an annual or other general meeting of members, or for a meeting of the directors at which a director is appointed to fill a vacancy in the directors, it is not necessary to give notice of the meeting to the newly-elected or appointed director or directors for the meeting to be duly constituted, if a quorum of the directors is present.

36. A director who may be absent temporarily from British Columbia may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may, at any time, withdraw the waiver, and until the waiver is withdrawn,

(a) no notice of meetings of directors shall be sent to that director, and

(b) any and all meetings of the directors of the Society, notice of which has not been given to that director shall, if a quorum of the directors is present, be valid and effective.

37. (1) Questions arising at any meeting of directors or a committee shall be decide by a majority of votes.

(2) In case of an equality of votes, the chairman does not have a second or casting vote.

38. Notwithstanding any proceedings adopted by the Board of Directors to regulate their meetings pursuant to Section 31 (1), no resolution proposed at a meeting of the Directors need be seconded and the Chairman of a meeting may move or propose a resolution.

39. A resolution in writing, signed by all the directors and placed with the minutes of the directors is as valid and effective as if regularly passed at a meeting of directors.

Part 7 – Duties of Officers

40. (1) The president shall preside at all meetings of the Society and of the directors.

(2) The president is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.

(3) The president shall liaison with corporate sponsors.

41. The vice-president shall, among other things:

(a) carry out the duties of the president during his absence;

(b) be responsible for park liaison and procurement.

42. (1) The secretary shall, among other things:

(a) conduct the correspondence of the Society;

(b) keep minutes of all meetings of the Society and directors;

(c) have custody of all records and documents of the Society except those required to be kept by the treasurer; and

(d) be responsible for the dissemination of information from each division and director.

(2) In the absence of the secretary from a meeting, the directors shall appoint another person to act as secretary at the meeting.

43. The treasurer shall, among other things:

(a) keep such financial records, including books of account, as are necessary to comply with the Societies Act, and

(b) render financial statements to the directors, members and others when required.

44. (1) The Women’s, Metro and Recreational representatives shall, among other things:

(a) maintain the register of division members;

(b) represent their division on the Board of Directors; and

(c) supervise and co-ordinate the activities of their respective division.

(2) The referee-in-chief shall, among other things:

(a) supervise all referees in the league, and

(b) coordinate referees’ clinics and promote referee development and participation in the League.

(3) The special events coordinator shall, among other things:

(a) implement and coordinate special events and major fundraisers; and

(b) coordinate awards.

45. (1) The Board of Directors shall appoint a legal counsel for the Society and such person

shall work under the direction of the Board of Directors, but be answerable to the

members of the Society.

(2) The legal counsel may attend all meetings of the Board of Directors, and shall receive notice of all such meetings, but shall have no vote at any meeting of the Board of Directors.

(3) The legal counsel shall hold office until conclusion of the next following annual general meeting of the Society, and is eligible for re-appointment at the meeting.

46. The Board of Directors shall appoint a Commissioner on an annual basis for the Society and shall be answerable to the Board of Directors. Such appointment will be prior to the Annual General Meeting.

Part 8 – Seal

47. The directors may provide a common seal for the Society and they shall have power from time to time to destroy it and substitute a new seal in place of the seal destroyed.

48. The common seal shall be affixed only when authorized by a resolution of the directors and then only in the presence of the persons prescribed in the resolution or if no persons are prescribed, in the presence of the president and secretary.

Part 9 – Borrowing

49. In order to carry out the purpose of the Society, the directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures.

50. No debenture shall be issued without the sanction of a special resolution.

51. The members may by special resolution restrict the borrowing powers of the directors but a restriction so imposed expires at the next annual general meeting.

Part 10 – Auditor

52. This part applies only where the Society is required or has resolved to have an auditor.

53. The first auditor shall be appointed by the Directors who shall also then fill all vacancies occurring in the office of auditor.

54. At each annual general meeting, the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next annual general meeting.

55. The scope of the auditor’s work and the type of report to be issued shall be determined by the directors. Without limiting the generality of the foregoing an auditor may be engaged to report on the financial statements of the Society but, if determined by the directors, it is not required that the auditor give an opinion thereon.

56. An auditor may be removed by ordinary resolution.

57. An auditor shall be informed forthwith in writing of appointment or removal.

58. No director and no employee of the Society shall be auditor.

59. The auditor may attend general meetings.

Part 11 – By-Laws

60. On being admitted to membership a member is, upon request, entitled to and the Society shall furnish, at a nominal fee to be prescribed by the directors, a copy of the constitution and the by-laws of the Society.

61. These by-laws shall not be altered or added to except by special resolution.

DATED at the City of Burnaby, in the Province of British Columbia, this 27th day of February, A.D. 2017