SCOTIA MINOR LACROSSE LEAGUE

MEMORANDUM OF ASSOCIATION
AND
BY-LAWS

MEMORANDUM OF ASSOCIATION

OF

SCOTIA MINOR LACROSSE LEAGUE

 
 
 
Whereas the Scotia Minor Lacrosse League is a voluntary association of members in the province of Nova Scotia designed to promote minor lacrosse at competitive and recreational levels in accordance with Canadian Lacrosse Association and Lacrosse Nova Scotia Memoranda and By-Laws.
 
Now therefore be it enacted:
 
 Name:
This society shall be known as the Scotia Minor Lacrosse League and shall be hereinafter referred to as the SMLL or the League.
 
 Objectives:
On a volunteer and non-profit basis, the Society will seek to achieve these objects:
 
 

1. To promote lacrosse between member associations outside of Halifax Regional Municipality, in the province of Nova Scotia.

1. To promote and encourage leadership programs in all areas related to the development of lacrosse within league boundaries.

1. To establish a league and coordinate the specific divisions of minor lacrosse as specified by Lacrosse Canada (LC) and Lacrosse Nova Scotia.

1. To establish playoff systems to declare championship teams within SMLL.

1. To acquire by way of grant, gift, purchase, bequest, devise or otherwise, real and personal property and to use and apply such property to the realization of the objects of the Society.

1. To buy, own, hold, lease, mortgage, sell and convey such real and personal property as may be necessary or desirable in the carrying out of the objects of Society.

1. To comply with the Memoranda of Association and By-Laws and Regulations of the Lacrosse Canada and Lacrosse Nova Scotia.

1. To foster and encourage good sportsmanship.

 
Provided that nothing herein contained shall permit the Society to carry on any trade, industry, or business and the Society shall be carried on without purpose of gain to any of the members and that any surplus or any accretions of the Society shall be used solely for the purposes of the Society and the promotion of its objects.
 
Provided, further, that if for any reason the operations of the Society are terminated or are wound up, or are dissolved and there remains, at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable organization in Canada, having objects similar to those of the Society.
 
The activities of the Society are to be carried on in the Province of Nova Scotia.
 

 BYLAWS OF SCOTIA MINOR LACROSSE     

1. Membership
2. Executive Committee
3. Officers and Their Duties
4. Appointed Positions
5. Committees
6. Sub-committees
7. Meetings
8. Voting
9. Quorum
10. Submission of Minutes
11. Amendments to the Memoranddum of Association and By-Laws
12. Election of Executive Officers
13. Vacancies of Executive Officers
14. Members and Guests
15. Conduct and Discipline
16. Notice Of Meetings
17. Order of Business at Meetings
18. Liability
19. Team Fees
20. Finances
21. Audit Committee
22. Composition and Term of Office
23. Revoking Membership
24. Conflict of Interest
25. Executive Committee Remuneration
26. Miscellaneous

REFERENCES:

LACROSSE CANADA Operational Manual
LACROSSE NOVA SCOTIA Memorandum of Association and Bylaws
 

In these By-Laws the following terms shall apply:

 
LC - Lacrosse Canada
LNS - Lacrosse Nova Scotia
SMLL or the League - Scotia Minor Lacrosse League
Club or Association - The individual organizations approved by LNS and the League as geographical entities for registration purposes as described in SMLL Regulations.
General Meeting - The monthly or bimonthly meeting held by the Executive Committee and Club/Association members.
AGM (Annual General Meeting) - The yearly meeting held by those who attend the General Meetings to make decisions affecting the Memorandum of Association as well as the election of the Executive Committee.
BOARD OF DIRECTOR - the elected officers, appointed officers and the member Clubs of the SMLL
EXECUTIVE COMMITTEE - the elected officers of the SMLL
SOCIETY means Scotia Minor Lacrosse League
REGISTRAR means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
SPECIAL RESOLUTION means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person or by proxy, where proxies are allowed, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.
 

BY-LAW 1

MEMBERSHIP:

1. The Membership of SMLL shall be composed of its subscribers and the elected Executive Committee, who represent the Associations participating in the League.

1. General membership of SMLL will be accorded to the elected Executive Committee and the member association located throughout the province.  The membership year for all members shall be from the 1^st January of any given year to the 30^th December of the following year.

1. Voting privileges are restricted to the Executive Committee and designated Club members representing their Clubs.  Each executive committee member and club/association has one vote.

1. Club representatives with voting privileges must be appointed by their Clubs.  Each Club shall, as a prerequisite of membership, be a good member in standing of the LNS.

1. Membership in the Society shall not be transferable.

1. No formal admission to membership shall be required and the entry in the Register of Members by the Secretary of the name and address of any Club/Association or individual shall constitute an admission to membership in the Society.

1. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he resigns his membership, or if he ceases to qualify for membership in accordance with these by-laws.

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BY-LAW 2

EXECUTIVE COMMITTEE:

An Executive Committee whose normal term of office shall be 2 years shall administer the League.  The Executive Committee shall be composed of:
 

1. The Commissioner shall be elected every 2 years at the AGM and shall assume office at the start of the next membership year beginning on odd years.

1. Deputy Commissioner.  The Deputy Commissioner shall be elected every 2 years at the AGM and shall assume office at the start of the next membership year beginning on odd years.

1. The Treasurer shall be elected every 2 years at the AGM and shall assume office at the start of the next membership year beginning on even years, with the exception of the initial term, which will be for 1 year, then revert to 2 years for subsequent terms.

1. The Secretary shall be elected every 2 years at the AGM and shall assume office at the start of the next membership year beginning on even years, with the exception of the initial term, which will be for 1 year, then revert to 2 years for subsequent terms.

1. Past Commissioner.  The Past Commissioner shall be appointed after the member has served the term as Commissioner.  The Past Commissioner will advise and guide the current Commissioner and will not have a vote.

1. If any of the Executive positions are left vacant following the AGM, the new Executive members may assume responsibility to fill these positions and appoint capable and willing members in good standing to fill the vacant positions.

1. Terms are limited to a maximum of 2 consecutive terms. Unless approved by the membership

 
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BY-LAW 3

OFFICERS AND THEIR DUTIES:

1. The Commissioner is the Chief Executive Officer of the SMLL and shall:
   • Preside over all SMLL meetings and perform all duties generally associated with the office of the President;
   • supervise and direct the activities of the Executive;
   • promote the aims of the SMLL;
   • he/she may call special or general meetings at any time;
   • provide leadership in determining Policies and in the administration of the affairs of the SMLL;
   • preside at all SMLL meetings and establish any committee required to conduct specific SMLL activities;
   • ensure all LC and LNS Directives relating to policy and procedures of Clubs are followed;
   • be the official representative at all functions or events, unless otherwise stipulated by the Memorandum of Association and By-Laws;
   • submit a report at the AGM;
   • cosign all cheques, for payment of authorized accounts and bills, which have been prepared and assigned by the Treasurer; and
   • designate the Deputy Commissioner to act.

1. Deputy Commissioner.  The Deputy Commissioner shall:
   • assume the duties of the Commissioner in his/her absence;
   • assist the Commissioner and perform the duties of Commissioner, as well as duties as delegated by the Commissioner;
   • chair the Protest Committee
   • be appointed co-signer of cheques.

1. The Secretary shall:
   • Perform all duties associated with the office of Secretary;
   • record the proceedings at all meetings and distribute same as soon as possible to all concerned prior to the next meeting;
   • distribute all material deemed necessary by the Memorandum of Association and By-Laws;
   • be responsible for the safe keeping of the SMLL minutes and keep all files, and correspondence, including the Seal of the Society;
   • inform all members 10 days before the AGM the date, time and place of meeting;
   • perform other duties assigned by the Commissioner including filing with the Registrar with its Annual Statement a list of its executive and directors with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of directors, notify the registrar of the change; and
   • be a voting member at Executive meetings.
2. The Treasurer shall:
   • perform all duties associated with the office of Treasurer;
   • keep the accounts, receive and deposit funds in a chartered financial institution;
   • be responsible for the safe control of all SMLL funds;
   • disperse funds, with Executive approval, by cheque, signed by the Treasurer and Commissioner or the Deputy Commissioner;
   • prepare the Annual Budget of estimated Receipts and Expenses;
   • keep such records as are required for auditing purposes;
   • present reports to the Executive as required; and
   • report the state of finances at all General and Annual meetings.

1.  Past President.  The Past President shall:

• provide technical advise and support to the current President; and
• promote the aims of the SMLL.

 
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BY-LAW 4

APPOINTED POSITIONS: 

1. Referee in Chief.  The Referee in Chief  (RIC) shall be appointed every 2 years at the AGM and shall assume office at the start of the next membership year.  This RIC should be a qualified and registered member of Lacrosse Nova Scotia Officials Association.  Part of their responsibility would be to liaise with the LNS RIC on League matters with respect to the League games. 
2. The Webmaster shall be appointed each year at the AGM and shall assume office at the start of the next membership year.  The Webmaster shall be a member with a basic knowledge of web page construction
3. Suspension Coordinator.  The Suspension Coordinator shall be appointed each year and is responsible to track and record all game suspensions for both players and coaches as reported by the floor officials.
4. Member at Large.  A member at Large may be appointed to be responsible for special projects.

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BY-LAW 5

COMMITTEES:

 Appeals and Protest Committee.

1. All protests and appeals must conform to LC Regulations and LNS Regulation 11.
2. SMLL will establish a Protest and Appeal Committee, as necessary, each playing season to rule on any protest or appeal brought forward by the membership.  The Committee will be comprised of 3 members, one SMLL Board Member and 2 representatives from neutral Member Clubs.
3. Protests and appeals must be made in writing, through the Member Club President, accompanied by a non-refundable $25 cheque, within 48 hours of the game or receipt of written decision.
4. The Protest and Appeal Committee will only make decisions on protests or appeals related to the SMLL Articles, By-laws and Regulations, or of games played within the SMLL regular season and playoff schedules.
5. The Protest and Appeal Committee will hear any appeal stemming from a decision made by the SMLL Discipline Committee.
6. If a member is not in agreement with the decision rendered by the SMLL Protest and Appeals Committee, they may appeal to LNS.
7. Game protests may only be made in regard to interpretations of Rules, By-laws, Regulations and Rules of Play, not in regard to the decision of a Referee or Linesman on a rule infraction (a judgment call). 

Suspensions and Discipline Committee.

1. SMLL will appoint a Suspension Coordinator each playing season.  The Suspension Coordinator will record all suspensions during the playing season and support the coaches in tracking repeat suspensions.  The Suspension Coordinator will confirm all suspensions that occur in SMLL scheduled regular season and playoff games.
2. SMLL will appoint a Discipline Committee each playing season, which will include 3 members.  These 3 members will be one SMLL Board Member, preferably the Commissioner, the Suspension Coordinator and one neutral person not affiliated with the SMLL Executive or any of the Member Associations.
3. The Discipline Committee will rule on any suspension referred to them as stated in the SMLL Code of Discipline.  Their authority extends only to SMLL scheduled regular season and playoff games.

Nominating Committee.

 
The Nominating Committee, when formed, shall be composed of 3 members selected by the Executive at least one month prior to the AGM.  The Nominating Committee shall bring before the AGM a slate of officers for the ensuing year.

Audit Committee.

The Audit Committee shall consist of a minimum of two and maximum of three persons, one of which will be from the members at large, appointed by the Executive on the recommendation of the Nominating Committee. The President, Executive Vice President and Treasurer may not be members of the Audit Committee. The Committee shall serve as a standing committee of the Executive. Members are eligible for re-appointment. Two members constitute a quorum.
 
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1. BY-LAW 6
2.  
3. SUB-COMMITTEES:
4.  
5. The Commissioner may appoint such sub-committees as may be required to advise the Executive Committee on matters affecting the SMLL, or to run facets of the SMLL program on behalf of the Executive Committee.
    
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6. BY-LAW 7
7.  
8. MEETINGS:
9.  General Meetings.  General meetings of the League shall begin within 2 weeks of the AGM and continue through the off-season and when necessary.  The Annual General Meeting shall be held by the end of January.
10.  Special Meetings.  An extraordinary or special meeting of the Society may be called by the Commissioner or by the directors at any time if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Society.
11.  Executive Committee Meetings.  Executive Committee meetings shall be held as required during the active lacrosse season.
12.  Sub-Committee Meetings.  Sub-Committee meetings shall be held as required.
13.  
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14. BY-LAW 8
15.  
16. VOTING:
17.  All issues to be voted on shall be decided by a three-quarters majority vote of those in attendance.  Voting privileges are restricted to the Executive Committee and Club Representatives.  Every member shall have one vote and no more. Proxy votes are not permitted.  The Commissioner shall have no vote except in the case of an equality of votes.  In the case of an equality of votes, he shall have a casting vote.  At all general, special and executive meetings, voting shall be by show of hands unless the meeting agrees to vote by secret ballot.
18.  
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19. BY-LAW 9
20.  
21. QUORUM:
22.  The quorum for a regular general meeting, a special meeting and an Annual General Meeting (AGM) shall be 50 percent of voting members.  The Commissioner may declare a quorum when these ratios are not achieved provided this fact, and the percentage attending, is recorded in the minutes.
23.  The quorum for an Executive Committee or Sub-Committee meeting shall be 50% plus 1 attendance of voting members for each of the committees.
24.  
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25. BY-LAW 10
26.  
27. SUBMISSION OF MINUTES:
28.  
29. All minutes of the executive or general meetings shall be distributed to the League and accepted by motion according to SMLL voting regulations, at the next SMLL of same.
     
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30. BY-LAW 11
31.  
32. AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND BY-LAWS:
33.  
34. The members of the SMLL at the Annual General Meeting (AGM) may make additions or alternations to this Memorandum Of Association or at a special meeting by a Special Resolution, provided such a resolution is circulated in writing along with the notice of the meeting at least 10 days in advance of the meeting. Notification of a proposal to submit amendments must be provided to the Secretary followed by a written proposal, to be submitted to the Secretary 15 days prior to the AGM or special meeting. Such resolutions shall require a 3/4 majority of those in attendance and voting.  All amendments to the Memorandum of Association and By-Laws become effective once approved by the Registrar under the Societies Act.
35.  
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37. BY-LAW 12
38.  
39. ELECTION OF EXECUTIVE OFFICERS:
40.  
41. The Executive shall select a Nominating Committee of 3 members at least one month prior to the AGM for the purpose of bringing before the AGM a slate of officers for the ensuing year.
42.  
43. Nominations from the floor at the AGM shall not be accepted.
44.  
45. All executive officers shall be elected by the membership at each AGM.  The nominating committee shall provide its report to the general membership not less than 21 days prior to the annual meeting by providing a list, as complete as possible, of one nominee for each elected position.  Notification shall be given by in print, posted on the SMLL website, by facsimile or distributed through the post in a prepaid letter addressed to each member at his last known address.
46.  
47. The membership may nominate individuals who are members in good standing for an Executive Officer position by providing notice to the Secretary not less than 15 days prior to the AGM.  Such notice shall set out the name of the individual and the position for which the individual is nominated.  The nomination must be signed by one member in good standing and must be signed by the nominee indicating that he or she is willing to accept the position if elected.  To be eligible as a candidate for Commissioner or Deputy Commissioner, a nominee must be an existing member of the Executive Committee, have previously served on the League Board or as an Appointee.
48.  
49. A list of all duly nominated candidates and notice of election shall be communicated to the membership not less than 10 days prior to the AGM.
50.  
51. Voting at the AGM for executive officers shall be by secret ballot or ballots.  To be declared elected a candidate must receive 50 percent plus one vote of the ballots cast.  If no candidate receives the required number of votes on a ballot, the candidate with the fewest votes shall be eliminated and a further ballot held.  This process shall continue until a winner is determined. Update to reflect virtural meetings, no secret ballots
52.  
53. To serve on the Executive Committee for SMLL, an individual must not be an officer with LNS, the LC or any Club/Association who are members of the League.  In the event that no candidates offer for an elected position, this clause may be waived by a 3/4-majority vote at the AGM and voting rules will then apply.
54.  
55. Voting for elected positions shall be held in the order as they appear in the above paragraph.
56.  
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57. BY-LAW 13
58.  
59. VACANCIES OF EXECUTIVE OFFICERS:
60.  
61. It is sometimes necessary for Executive Officers to submit their resignations prior to completion of their term of office. It is important that such vacant positions be filled expediently in order that the effectiveness of the Executive Committee is not compromised.
62.  
63. Resignation of Commissioner. If the Commissioner submits his resignation prior to expiration of the normal term of office, the Deputy Commissioner shall automatically become the Commissioner on an interim basis until it is possible to hold a general meeting and elect a new Commissioner.
64.  
65. Resignation of Executive Officers other than the Commissioner. If a Deputy Commissioner becomes the interim Commissioner as above or if a Deputy Commissioner or other Executive Officer submits his resignation prior to expiration of the normal term of office, the Executive Committee shall select an eligible and willing replacement to fill that position on an interim basis until it is possible to hold a general meeting for the purpose of electing a new Executive Officer.
66.  
67. Recording Such Replacement Action in Minutes. The process of replacing resigning Executive Officers shall be recorded in minutes of the Executive Committee meeting concerned.
68.  
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69. BY-LAW 14
70.  
71. MEMBERS AND GUESTS:
72.  
73. All participants shall uphold, observe and conform to the Memoranda, Bylaws, Regulations and policies of the Canadian Lacrosse Association, Lacrosse Nova Scotia and the SMLL.
    
    
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74. BYLAW 15
75.  
76. CONDUCT AND DISCIPLINE:
77.  
78. The conduct of those participating in the activities of the SMLL shall at all times reflect credit on the CLA and LNS.
79.  
80. The Executive shall have the power to take disciplinary action against any player, bench personnel, fan or Club volunteer, whose behavior is not becoming a member of the League; e.g.: foul language, stealing, destroying of equipment, and abuse of coaches or officials.
81.  
82. The Executive may also designate these same powers to individuals and Clubs to address these behaviors during League games. 
83.  
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84. BY-LAW 16
85.  
86. NOTICE OF MEETINGS:
87.  
88. Notice of all General, Annual or Special meetings shall be given at least 10 days in advance stating the time and place of the meeting.
     
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89. BY-LAW 17
90.  
91. ORDER OF BUSINESS AT MEETINGS:
92.  The list of items to be brought before a meeting is called the “Agenda”.  The sequence in which the items of business are arranged is called the “Order of Business”.  Executives will find the use of a planned agenda a useful technique.
93.  The order of business for Annual or General meetings should be as follows:
94. call to order;
95. reading of minutes of previous general meeting;
96. confirmation of the minutes;
97. reports of Executive Officers;
98. committee reports;
99. business arising from the previous minutes;
100. new business;
101. election of Executive (if required);
102. amendments to the Constitution and By-Laws (if required);
103. announcements;
104. questions; and
106.  
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107. BY-LAW 18
108.  
109. LIABILITY:
110.  
111. No member of a society shall, in his individual capacity, be liable for any debt or liability of the society beyond the amount of any subscription, dues or fees payable by him to the society.  The SMLL shall not be responsible for any damage, injury or loss of property to any member of the Association or guest player or guests or visitors taken to the premises of the SMLL regardless of the reason or nature of such damage, loss or injury.  In addition, every member, guest player, or visitor shall use the premises of the SMLL and facilities at their own risk.
      
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112. BY-LAW 19
113.  
114. TEAM FEES:
115.  
116. Fees will be set by the Executive and presented for approval at a General meeting in April for the upcoming lacrosse season.  The fee structure should be reflected in the minutes of the meeting concerned.
      
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117. BY-LAW 20
118.  
119. FINANCES:
120.  
121. The financial control to the Association shall be as follows:
      
122. Operating Budget/Expenses:
     1. Operating expenses are expenses of a recurring nature required in support of the SMLL. The budget shall cover the fiscal year as defined by Jan 1^stto Dec 31st.
     2. Once the operating budget has been approved, expenditures budgeted for therein may be authorized by the President and paid through Treasurer.
     3. Significant unforeseen operating expenditures that were not budgeted for must be approved by the Executive. In cases where deviation from the approved budget is required, or unforeseen expenditures arise, the Executive may, dependant on the financial situation of the SMLL, exercise discretion in commitment of SMLL funds prior to formal approval. The Executive, after reaching a consensus and spending the funds, shall subsequently table such items at the next general or Annual Meeting.
123.  
124. Revenue and Expenditures.  All revenue shall be deposited and all expenditures shall be made through a charter financial institution.
125. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Commissioner or Deputy Commissioner and the Secretary, or otherwise as prescribed by resolution of the membership.
126. The Society shall make a written report to the members as to the financial position of the Society and the report shall contain a balance sheet and operating account.  The auditors shall make a written report to the members upon the balance sheet and operating account, and in every such report, he shall state whether, in his opinion the balance sheet is a full and fair balance sheet containing the particulars required by the Society and properly draw up so as to exhibit a true and correct view of the Society’s affairs, and such report shall be read at the annual meeting.  A copy of the balance sheet, showing the general particulars of its liabilities and assets and a statement of its income and expenditure in the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.
127.  
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128. BY-LAW 21
129.  
130. AUDIT COMMITTEE:
131.  
132. The purpose of the Audit Committee is to assist the Executive in fulfilling its oversight responsibilities by reviewing the financial information which will be provided to members and others, the systems of control which the Executive have established and the audit process.  The members of the Society at a regular or AGM shall appoint the Audit Committee. 
      
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133. BY-LAW 22
134.  
135. COMPOSITION AND TERM OF OFFICE:
136.  
137. The Audit Committee shall consist of a minimum of two and maximum of three persons, one of which will be from the members at large, appointed by the Executive on the recommendation of the Nominating Committee. The President, Executive Vice President and Treasurer may not be members of the Audit Committee.
138.  
139. The Committee shall serve as a standing committee of the Executive. Members are eligible for re-appointment. Two members constitute a quorum.
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141. BY-LAW 23
142.  
143. REVOKING MEMBERSHIP:
144.  
145. Any membership may be cancelled because of actions clearly detrimental to the interests of the SMLL.  This can be done after a majority decision of the Executive Committee and subsequent review at the next general meeting or at a special meeting.  The Club/Association whose membership has been revoked has the right to submit a written appeal to the SMLL Appeals Committee.
      
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146. BY-LAW 24
147.  
     CONFLICT OF INTEREST:
      
148. A member of the Executive, who has, or could reasonably be seen to have, a conflict of interest has a duty to declare this interest.  The declaration should be made to the members upon nomination and if serving on the Executive, when the possibility of a conflict is realized.
149. A conflict of interest does not prevent a member from serving on the Executive provided that he/she withdraws from the decision making on matters pertaining to that interest.  The withdrawal should be recorded in the minutes.
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151. BY-LAW 25
152.  
     EXECUTIVE COMMITTEE REMUNERATION:
      
     A member of the Executive shall serve without remuneration and shall not receive any profit from their positions.  However, an Executive member may be paid reasonable expenses incurred in the performance of his/her duties. 
      
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       BY-LAW 26
153.  
     MISCELLANEOUS:
      
154. Any member may inspect the books and records of the Society at any reasonable time within two days prior to the AGM at the Registered Office of the Society.
155. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
156. The Society shall file with the Registrar with its Annual Statement a list of its directors with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of directors, notify the registrar of the change.
157. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
158. This Society shall have no borrowing powers.
159. Special resolutions must be passed for such items as name approval, alteration of the objects and purposes of the society and amending the By-laws.
160. Written notice will be defined as notification given in print, posted on the SMLL website, by facsimile or distributed through the post in a prepaid letter addressed to each member at his last known address.
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