Article E - By-Laws
ARTICLE E: BY-LAWS
Part 1: Interpretation:
1.1 In these By-Laws unless the context otherwise requires,
a) “Association” means the South Okanagan Similkameen Athletic Association, the Society herein:
b) “Directors” means the Directors of the Society for the time being:
c) “Society Act” means the Society Act of the Province of British Columbia from time to time in force and
all amendments to it:
d) “Registered Address” of the Member means his address as recorded in the Register of Members.
1.2 The definitions in the society Act on the date these By-Laws become effective apply to these By-Laws.
1.3 Words importing the singular include the plural and vice versa: and words importing the neuter include the
masculine and the feminine gender and vice versa.
Part 2: Membership
2.1 In these By-Laws, Member is defined as any Secondary, Middle, or Independent School in the area of the
Province of British Columbia commonly referred to as the South Okanagan Valley and being a school in
either school district 67, 53 or 58 which has applied and has been accepted for membership in the
Association in accordance with these By-Laws.
2.2 Individual membership is held by a person who is a teacher in a member school of the South Okanangan
2.3 Schools outside the above districts may obtain membership to the SOSAA by applying to the association at
the year end AGM.
a) a member ceases to be a school within the area of the province specified in Article 2.1 herein; or
b) the member gives notification to the Directors in writing of its desire to no longer be a member of the
2.4 A member shall cease to be a member of the Association
a) by notifying the Directors in writing, to the effect that it desires to withdraw from membership in the
b) upon being expelled, as provided herein; or
c) upon its failure to pay any membership fees, subscription or indebtedness due to the Association and
upon the Directors causing the name of such members school to be removed from the register of
2.5 The Directors shall have the power by majority resolution of those present, to suspend any member of the
Association where there is deemed to have been conduct by its teachers, administrators, staff or coaches,
or anyone else representing that member school which is considered improper, unbecoming or likely to
endanger the interest or the reputation of the Association, or where there has been willful breach of the
Constitution, By-Laws or Rules and Regulations of the the Association, and such suspension may be on such
terms and upon such conditions as the Directors shall deem fit and shall remain in force until discontinued by
a majority Resolution of the Directors or by a General Meeting of the Members.
2.6 Notice of intention to suspend a member setting forth the reasons for such intended suspension and fixing a
time and place for the meeting at which the Resolution to suspend shall be heard by the Directors shall be
sent to such Member seven days prior to the date of such meeting, or by notification being given to the
principal of that school: and no suspension shall be deemed improper notwithstanding such notice has not in
fact received by such Member.
Part 3: Meeting of Members
3.1 General Meetings of the Society shall be held at such time and place, in accordance with the Societies Act,
as the Directors decide.
3.2 Every General Meeting, other than an Annual General Meeting, is an Extraordinary General Meeting.
3.3 The directors may, whenever they think fit, convene an Extraordinary General Meeting.
3.4 Notice of a General Meeting shall specify the place, the day and the hour of meeting, and in case of special
business, the general nature of that business;
3.5 The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members
entitled to receive notice does not invalidate proceeding at that meeting.
3.6 The first Annual General Meeting of the Society shall be held not more that fifteen months after the date of
incorporation and thereafter an Annual General Meeting shall be held at least once in ever calendar year and
not more than fifteen months after the holding of the last preceding General Meeting.
Part 4: Proceedings at General Meetings
4.1 Special business is:
a) all business at an Extraordinary General Meeting except the 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
of convening the meeting.
4.3 No business, other than the election of a 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;
4.4 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;
4.5 A quorum is any eight voting representatives of member schools, exclusive of the executive, represented at
a meeting or such greater number as the members may determine.
4.6 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
4.7 Subject to By-Law 4.5, 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.
4.8 If at a General Meeting;
a) there is no President, Vice President or other Director present within 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 number to be Chairman.
4.9 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;
4.10 Where a meeting is adjourned for ten days or more, notice of the adjourned meeting shall be given as in
the case of the original meeting.
4.11 No Resolution proposed at a meeting need be seconded and the Chairman of a meeting may move or
propose a Resolution;
4.12 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.
a) Each Member school in good standing present at a meeting of members is entitled one vote.
b) Each Member of the Executive will have a vote.
c) Voting is by show of hands.
d) Voting by proxy is not permitted.
4.14 A Member’s school shall vote by an authorized representative, who is entitled to speak and vote, and in all
other respects exercise the rights of a member and that representative shall reckoned as a member for all
purposes with respect to meeting of the Association.
Part 5: Directors and Officers
5.1 There shall be a Board of Directors who shall interpret the Constitution and By-Laws and may exercise all
such powers and do all such acts and things as the Association may exercise and do, and which are not by
these By-Laws or by Stature or otherwise lawfully directed or required to be exercised or done by the
Association in General Meeting, but subject, nevertheless, to the provisions of:
i) all laws affecting the Association,
ii) these By-Laws, and
iii) rules, not being inconsistent with these By-Laws,
make such Rules and Regulations as they deem necessary in their absolute discretion to facilitate the
functioning of the Society and the promotion of its objects, subject only to approval by a majority of the
membership present at the next subsequent General Meeting, and such Rules and Regulations shall be
binding on the Members and on all participants in the programs of the Association;
5.2 No rule, made by the Society in a General Meeting, invalidates a prior act of the Directors that would have
been valid if that rule had not been made.
5.3 The number of directors shall be three or such greater number as may be determined from time to time at a
General Meeting and shall include the President, Past-President and Vice-President.
a) Each Director must be a teacher or administrator from a member school.
5.4 The Directors shall retire from office at each Annual General Meeting when their successors shall be
b) Separate elections shall be held for each office to be filled;
c) An election may be by acclimation; otherwise it shall be by ballot;
d) If no successor is elected the person previously elected or appointed continues to hold office.
5.5 The Directors may at any time and from time to time appoint a Member as a Director to fill a vacancy in the
5.6 A Director so appointed holds office only until the conclusion of the next following Annual General Meeting
of the society, but is eligible for reelection at the meeting.
5.7 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.
5.8 No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed
number of Directors in office.
5.9 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.
5.10 A Director shall cease to be a Director of the Association:
a) by notifying the Directors in writing to the effect that he desires to withdraw from the directorship,
b) by conduct contrary to the Constitution, By-Laws and Rules and Regulations of the Society,
c) by leaving the school districts encompassed by the Society as in Section 2.1
5.11 The Association shall pay an honorarium annually to the President of $500.00.
Part 6: Proceedings of Directors
6.1 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;
a) The Directors may from time to time fix the quorum necessary for the transaction of business and unless
so fixed the quorum shall be a majority of the Directors then in office;
b) The President shall be Chairman of all meetings of the Directors; but, if at any meeting the President is
not present, the Vice-President or other designate will chair the meeting.
c) A Director may at any time, and the Secretary, on the request of a Director, convene a meeting of the
6.2 The Directors may delegate any, but not all, of their powers to committees consisting of such Director or
Directors as they think fit;
a) 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 earliest meeting of the Directors to be held next after it has been done.
6.3 A committee shall elect a Chairman of its meetings; but if no Chairman is elected or if at any meeting the
Chairman is not present within 30 minutes after the time appointed for holding the meeting, the Directors
present who are members of the committee shall choose one of their number to Chairman of the meeting.
6.4 The members of a committee may meet and adjourn as they think proper.
6.5 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 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.
6.6 Questions arising at any meeting of the Directors and committee of Directors shall be decided by a majority
of votes. 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.
6.7 No Resolution proposed at a meeting need be seconded and the Chairman of a meeting may move or
propose a Resolution.
Part 7: Duties of Officers
7.1 The President shall:
a) be the presiding Officer of the Association at all meetings of the members and of the Directors,
b) be the Chief Executive Officer of the Association and shall supervise the other Officers in the execution
of their duties,
c) submit a report of all Association activities to the OVSAA President as per OVSAA Constitution.
7.2 The Past-President shall:
a) be responsible for the annual revision and publication of the Constitution, By-Laws, Rules and
b) coordinate the nominating committee which shall assist in obtaining suitable persons to be candidate for
the position of President.
7.3 The Vice-President shall:
a) perform the duties of the President in his or her absence.
7.4 The Secretary shall:
a) conduct the correspondence of the Society,
b) issue notices of meetings of the Society and Directors,
c) keep minutes of all meetings of the Society and Directors,
d) prepare and present reports at general meetings,
e) have custody of all records and documents of the Society except those required to be kept by the
f) have custody of the common seal of the Society,
g) maintain the Register of Members.
Part 8: Seal
8.1 The Directors may provide for a common seal for the Association and they shall have power from time to
time to destroy it and substitute a new seal in place of the seal destroyed.
8.2 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 or President and Secretary-Treasurer.
Part 9: Borrowing
9.1 The Society shall have no power to borrow.
Part 10: Notices to Members
10.1 A notice may be given to a member, either personally or electronically to him at his registered address.
10.2 No other person is entitled to receive a notice of general meeting.
Part 11: By-Laws
11.1 On being admitted to membership, a member is entitled to and the Society shall give him, without charge,
a copy of the Constitution and By-Laws and Rules and Regulations of the Society currently in force.
11.2 These By-Laws shall not be altered or added to except by special resolution.