MEMORANDUM OF ASSOCIATION
OF
MARITIME UNIVERSITY FIELD LACROSSE LEAGUE
Whereas the Maritime University Field Lacrosse League is a voluntary association of members in the province of Nova Scotia and New Brunswick designed to promote university field lacrosse at a competitive club level in accordance with ILF Rules of Play and applicable University Athletics and Recreation Policies.
Now therefore be it enacted:
This society shall be known as the Maritime University Field Lacrosse League and shall be hereinafter referred to as the MUFLL or the League.
On a volunteer and non-profit basis the objectives of the society Is/are:
1. To promote the game of field lacrosse at the university level within the Maritime provinces.
2. To promote and encourage leadership programs among the students in all areas related to the organization and administration of each university club team.
3. To establish a league and coordinate the scheduling and all aspects of administration related to activities sanctioned by MUFLL.
4. To foster and encourage good sportsmanship.
5. 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.
6. 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.
Provided that:
· The society shall not carry on any trade, industry, or business;
· All funds shall be used solely for the purposes of the Society and the promotion of its objects;
· If the society is terminated, wound up or dissolved and, after satisfaction of all its debts and liabilities, there remains any property whatsoever, the same shall be paid to some other organization in Canada having objects similar to those of the society.
The activities of the Society are to be carried on in Nova Scotia and New Brunswick, Canada.
The Registered office of the Society is located at: 6269 Seaforth Street,
Halifax, Nova Scotia, B3L 1R1.
BYLAWS
MARITIME UNIVERSITY FIELD LACROSSE LEAGUE
1. Definitions
In these By-Laws the following terms shall apply:
a. “Society” means Maritime University Field Lacrosse League
b. “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
c. “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.
d. “MUFLL” means Maritime University Field Lacrosse League
e. “League” means the MUFLL.
f. “Executive” means those officers elected by the member teams of the MUFLL.
Membership Rights and Responsibilities:
2. The Society is ultimately accountable to the members of the Society.
3. Every member is entitled to attend any members’ meeting of the Society.
4. Every member may vote at any members’ meeting of the Society after they have attended at least one previous members’ meeting.
5. Any member of legal age, or with their guardian’s written consent, is entitled to hold any office.
6. Membership in the Society shall consist of:
(a) the minimum of 5 subscribers to the Memorandum of Association,
(b) those who support the objects of the Society,
(c) those whose name and address is written in the Register of Members by the secretary,
(d) those who pay an annual fee in an amount to be determined by the Society, and/or
(e) those who reside in the geographic area of New Brunswick and Nova Scotia
(f) those who are appointed members, and/or
(g) those who have been designated by each participating university club team to be the two team representatives, be they student representatives, coaches or team managers, to represent them at League meetings and have voting rights.
7. Membership in the Society is not transferable.
8. Membership in the Society shall cease:
(a) upon death, or
(b) if the member resigns by written notice to the Society, or
(c) if the member ceases to qualify for membership in accordance with these by-laws, or
(d) if, by a vote of the majority of the members of the society or a majority vote of the Directors of the Society at a meeting duly called and for which notice of the proposed action has been given, the Member’s membership in the Society has been terminated, or
(e) membership may be cancelled because of actions detrimental to the interests of the MUFLL. This can be done after a majority decision of the officers of the Executive. The university club team whose membership has been revoked has the right to submit a written appeal to the MUFLL Appeals Committee.
All decisions will be subsequently reviewed at the next general meeting or at a special meeting called for that purpose.
9. The members of MUFLL may repeal, amend or add to these by-laws by a special resolution at a special meeting or at an Annual General Meeting (AGM) provided such a resolution is circulated in writing along with the notice of the meeting at least 30 days prior to the meeting. Notification of a proposal to submit amendments must be provided to the Secretary followed by a written proposal. Such resolutions shall require a 75% majority of those in attendance and voting. No by-law or amendment to by-laws shall take effect until the Registrar approves of it under the Societies Act.
10. No funds of the society shall be paid to or be available for the personal benefit of any member.
Members’ Meetings
11. Every member, subject to by-law 4, shall have one vote and no more and there
shall not be proxy voting.
12. A general or special meeting of the members may be held at any time and shall be called:
(a) if requested by the Commissioner, or
(b) if requested by a majority of the directors, or
(c) if requested in writing by 7 of the members.
13. Notice to members is required for general or special meetings. The notice must:
(a) specify the date, place and time of the meeting,
(b) be given to the members seven (7) days prior to the meeting,
(c) be given to the members by newsletters, newspapers, television, radio, e-mail,
telephone, fax and/or other electronic means,
(d) specify the nature of business, such as the intention to propose a special resolution, and
(e) the non-receipt of notice by any member shall not invalidate the proceedings.
14. An annual general meeting shall be held within three months after every fiscal year end and notice is required which must:
(a) specify the date, place and time of the meeting,
(b) be given to the members thirty (30) days prior to the meeting,
(c) be given to the members by newsletters, newspapers, television, radio, e-mail, telephone, fax and/or other electronic means,
(d) specify the intention to propose a special resolution,
(e) shall be in conjunction with Championship Weekend, which shall be the last weekend of October or the first weekend of November annually, and
(f) the non-receipt of notice by any member shall not invalidate the proceedings.
15. At the annual general meeting of the Society the following items of business shall be dealt with and shall be deemed ordinary business and all other business transacted shall be deemed special business:
a. minutes of the previous annual general meeting,
b. consideration of the annual report of the directors and officers,
c. reports of the member teams,
d. committee reports,
e. consideration of the annual financial report of the Society,
f. the appointment of auditors for the ensuing year,
g. business arising from the minutes,
h. new business,
i. amendments to the Memorandum of Association and By-Laws (if required),
j. election of directors and/or officers (if required),
k. announcements,
l. questions, and
m. adjournment.
16. Quorum shall consist of 7 members. No business shall be conducted at any meeting unless a quorum is present to open the meeting and, upon request, before any vote.
17. (a) If a meeting is convened as per by-law 12(a) or 12(b) and quorum is not present within one-half hour from the time appointed for the meeting, it shall be adjourned to such time and place as a majority of the members present shall decide. Notice of the new meeting shall be given and at the adjourned meeting the members present shall constitute quorum only for the purpose of winding up the Society.
(b) If a meeting is convened at the request of the member as per 12(c) and quorum is not present within one-half hour from the time appointed for the meeting, it shall be dissolved.
18. The Commissioner, or in his/her absence, the Deputy Commissioner, or in the absence of both of them, any member appointed from among those present, shall preside as Chair at members’ meetings.
19. Where there is an equality of votes, the Commissioner shall have the deciding vote.
20. The Chair may, with the consent of the meeting, adjourn any meeting. No business shall be transacted at the subsequent meeting other than the business left unfinished at the adjourned meeting unless notice of such new business is given to the members.
21. At any meeting a declaration by the Chair that a resolution has been carried is sufficient unless a poll is demanded by at least three members. If a poll is demanded it shall be held by show of hands or by secret ballot as the Chair may decide.
Directors
22. Any member of the society shall be eligible to be elected a director for the Society and a director of the society shall be a member.
23. The number of directors shall be 5. The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.
24. Directors shall retire from office at the end of each annual general meeting at which their successors are elected. Retiring directors shall be eligible for re-election. Directors shall be elected to two year terms, with one-half of the directors elected each year. The following Directors will also be Officers of the Executive and, if any of the Executive positions are left vacant following the AGM, the new Executive members may assume the responsibility of filling these positions and appoint capable and willing members in good standing to fill the vacant positions:
a. Commissioner. 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.
b. 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.
c. Treasurer. 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.
d. Secretary. 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.
e. VP Marketing, Publicity and Fundraising. This VP 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.
f. 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.
25. (a) If a director resigns his/her office or ceases to be a member in the Society, his/her office as director shall be vacated and the vacancy may be filled for the unexpired portion of the term by the board of directors from among the members of the Society.
(b) 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 an annual general meeting and elect a new Commissioner.
(c) 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.
(d)The process of replacing resigning Executive Officers shall be recorded in minutes of the Executive Committee meeting concerned.
26. The members may, by special resolution, remove any director and appoint another person to complete the term of office.
27. The management of the Society is the responsibility of the directors. In particular, the directors may engage a General Manager, and determine his/her duties, responsibilities and remuneration.
28. The directors may appoint an executive committee and other committees as they see fit.
29. Directors who have, or could reasonably be seen to have, a conflict of interest, have a duty to declare this interest. The declaration should be made to the members
(a) upon nomination, and
(b) if serving as a director, when the possibility of a conflict is realized.
30. A conflict of interest does not prevent a member from serving as a director provided that he/she withdraws from the decision making on matters pertaining to that interest. The withdrawal should be recorded in the minutes.
Directors’ Meetings
31. The board of directors shall meet no less than 1 time each year.
32. A meeting of the directors may be held at the close of every annual general meeting without notice for the purpose of electing officers. For all other board meetings, notice is required and must:
(a) specify the date, place and time of the meeting,
(b) be given to the directors seven (7) days prior to the meeting,
(c) be given to the directors by newsletters, radio, public bulletin boards, e-mail, telephone, fax and/or other electronic means,
(d) the non-receipt of notice by any director shall not invalidate the proceedings,
(e) Notice can be waived for board meetings with the unanimous approval of the Board.
33. Quorum shall consist of 3 of the directors. No business shall be conducted at any meeting of the board of directors unless a quorum is present to open the meeting and, upon request, before any vote.
34. The Commissioner or, in his/her absence, the Deputy Commissioner or, in the absence of both of them, any director appointed from among the directors shall preside as Chair of the Board.
35. At directors’ meetings, where there is an equality of votes the Chair will have the deciding vote.
Officers
36. The officers shall be elected by the directors and members and shall be a Commissioner, a Deputy Commissioner, a Marketing/Publicity/Fundraising Director, a Treasurer and a Secretary. The offices of Treasurer and Secretary may be combined.
37. One of the officers shall be the Commissioner. The Commissioner shall be responsible for the effectiveness of the board and shall perform other duties such as preside over all MUFLL meetings and perform all duties generally associated with the office of the Commissioner;
a. supervise and direct the activities of the Executive, including scheduling;
b. promote the aims of the MUFLL;
c. he/she may call special or general meetings at any time;
d. provide leadership in determining policies and in the administration of the affairs of the MUFLL;
e. preside at all MUFLL meetings and establish any committee required to conduct specific MUFLL activities;
f. be the official representative at all functions or events, unless otherwise stipulated by the Memorandum of Association and By-Laws;
g. submit a report at the AGM;
h. cosign all cheques, for payment of authorized accounts and bills, which have been prepared and assigned by the Treasurer; and
i. designate the Deputy Commissioner to act.
j. to set the dates and chair the Executive and General Meetings of the League
k. to administer the rules of the League
l. to chair all discipline committee proceedings
m. to order and disperse all Association awards
n. to oversee preparations for the final tournament
o. to be a liaison between the LNSS, LNB and MUFLL
p. to form and oversee special committees as needed
q. to annually prepare Notices of Motion for Constitutional changes in advance of the AGM
38. One of the officers shall be the Deputy Commissioner. The Deputy Commissioner shall perform the duties of the Chair during the absence, illness, or incapacity of the Commissioner, or when the Chair may request him/her to do so. The Deputy Commissioner shall be responsible to
a. chair the Protest Committee
b. be appointed co-signer of cheques
c. to sit on disciplinary committee proceedings as required
39. One of the officers shall be the Secretary. The Secretary shall:
a. have responsibility for the preparation and custody of all books and records including: the minutes of members’ meetings, the minutes of directors’ meetings, the register of members and filing the annual requirements with the office of the Registrar, and
b. to distribute meeting agendas, record the proceedings at all meetings and distribute same as soon as possible to all concerned prior to the next meeting;
c. to distribute all material deemed necessary by the Memorandum of Association and By-Laws;
d. be responsible for the safe keeping of the MUFLL minutes and keep all files, and correspondence, including the Seal of the Society;
e. to inform all members 30 days before the AGM the date, time and place of meeting; and
f. to file 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.
g. to provide copies of meeting notices and minutes of meetings to the Commissioner, the Executive and all team representatives
h. to collect rosters of all members of each club in MUFLL by September 15th of each season as well as noting designated voting members for same.
i. to keep current email addresses for all clubs
j. to be the official custodian of all league records and archives
k. to sit on disciplinary committee proceedings as required
40. The directors may also appoint a Recording Secretary
a. who is responsible for taking minutes of all board and members’ meetings, and
b. who need not be a director
41. One of the officers shall be the Treasurer. The Treasurer shall:
a. perform all duties associated with the office of Treasurer;
b. have responsibility for the custody of all financial books and records of the Society, and carry out all other duties as assigned by the board;
c. maintain all accounts, receive and deposit funds in a chartered financial institution;
d. be responsible for the safe control of all MUFLL funds;
e. disperse funds, with Executive approval, by cheque, signed by the Treasurer and Commissioner or the Deputy Commissioner;
f. prepare the Annual Budget of estimated Receipts and Expenses;
g. keep such records as are required for auditing purposes;
h. present reports to the Executive as required; and
i. report the state of finances at all General and Annual meetings.
j. to collect annual membership (team) fees
k. to plan for collection of additional fees if necessary
l. to sit on disciplinary committee proceedings as required
42. One of the officers shall be Director of Marketing, Publicity and Fundraising. This Director shall:
a. Work with the Commissioner and Deputy Commissioner to improve MUFLL through active participation in the following areas:
b. Media Liaison for MUFLL
c. Fundraising and Public Relations
d. Inform members of club and league activities and encourage participation
e. Promotion of the MUFLL and Field Lacrosse
f. Research and recommend ways and means of raising funds
43. The Executive shall appoint a Suspension Coordinator and a Referee-in-Chief each playing season. These appointees shall be voting members of the Executive.
44. 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 beginning in odd years. The duties of the Referee-In-Chief shall be
a. to monitor and organize the certification requirements of officials working MUFLL games.
b. To develop an evaluation and supervision plan to support the continuing education of the officials.
c. To work with MUFLL minor officials to educate them on the requirements of completing the scorebook and how to properly monitor the time and the penalty details.
d. To schedule officials for each MUFLL scheduled game and Championship Weekend.
45. Suspension Coordinator. The Suspension Coordinator shall be appointed each year. The duties of the Suspension Coordinator shall be:
a. to record and monitor suspensions using game reports and suspension reports.
b. to sit on Discipline Committee. as required.
Finance
46. The fiscal year end of the Society shall be the 31st day of August.
a. The directors shall annually present to the members a written report on the financial position of the Society. The report shall be in the form of a balance sheet showing its assets, liabilities and equity, and
b. A statement of its income and expenditure in the preceding fiscal year.
47. A copy of the financial report shall be signed by the auditor or by two directors.
48. A signed copy of the financial report shall be filed with the Registrar within fourteen (14) days after each annual meeting.
49. An auditor of the Society may be appointed by the members at the annual general meeting and, if the members fail to appoint an auditor, the director may do so. The purpose of the Auditor 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 an Auditor.
50. The Society may only borrow money as approved by a special resolution of the members.
51. The members may inspect the annual financial statements and minutes of membership and directors meetings at the registered office of the Society with one week’s notice. All other books and records of the Society may be inspected by any members at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.
52. Directors and officers shall serve without remuneration and shall not receive any profit from their positions. However, a director or officer may be paid reasonable expenses incurred in the performance of his/her duties.
53. The Society shall not make loans, guarantee loans or advance funds to any director.
54. The Executive must approve significant unforeseen operating expenditures that were not budgeted for. In cases where deviation from the approved budget is required, or unforeseen expenditures arise, the Executive may, dependant on the financial situation of the MUFLL, exercise discretion in commitment of MUFLL 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.
54. All revenue shall be deposited and all expenditures shall be made through a charter financial institution.
55. 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.
Election of Officers
56. Officers of the Executive may be nominated and elected by:
a. The Commissioner shall select a Nominating Committee of 2 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.
b. Nominations from the floor at the AGM shall not be accepted.
c. All officers of the executive shall be elected by the membership at each AGM. The nominating committee shall provide its report to the general membership not less than 30 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 in print, posted on the MUFLL website, by facsimile or distributed by electronic mail to each member at his last known address.
d. 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 30 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 currently be an officer on the Executive, have previously served as an officer on the Executive or has served as an Appointee.
e. A list of all duly nominated candidates and notice of election shall be communicated to the membership not less than 30 days prior to the AGM.
f. Voting at the AGM for executive officers shall be by show of hands unless a motion is made for a secret ballot to be cast. 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.
g. Voting for elected positions shall be held in the order as they appear in the above paragraph.
Liability
57. 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 MUFLL shall not be responsible for any damage, injury or loss of property to any member of the League or guest player or guests or visitors taken to the premises of the MUFLL 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 MUFLL and facilities at their own risk.
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