VICTORIA SLO-PITCH ASSOCIATION
CONSTITUTION
1.1 The name of this organization shall be known as the VICTORIA SLO-PITCH ASSOCIATION.
2.1 The purpose of the Association shall be:
To protect and promote the mutual interests of all Association members
To institute and regulate the game of slo-pitch softball
To foster and improve the game of slo-pitch softball
BYLAWS
Bylaw 1: Organization
1.1 Slo-Pitch is a recreational game allowing for physical activity in a controlled social environment, played under an adopted set of administrative playing rules.
1.2 The Victoria Slo-Pitch Association shall operate on an established fiscal year commencing January 1st and ending December 31st.
Bylaw 2: Membership
2.1 Any person, team and/or league may apply for membership in this Association with an application, accompanied by the established annual registration fee. All persons either individual or team members must qualify by being a greater Victoria resident as of January 1st of the current year.
2.2 The annual membership fees shall be determined by the Members at the annual general meeting of the Association. All dues are payable in advance by the 31st day of March in each year.
2.3 If any Member fails to pay his/her fees within thirty (30) days of the demand thereof by the Secretary/Treasurer, he/she thereupon automatically ceases to be a Member of the Association, but such Member may be readmitted to membership by the Board upon such evidence as it considers satisfactory, upon payment of all arrears of fees.
2.4 There shall be four (4) types of membership in the Association as follows:
- Team Membership - any qualified team that competes and plays slo-pitch softball is eligible for team membership. In order to become a Victoria Slo-Pitch member, a team must pay the Association the annual registration fee, set each year by the Board of Directors.
- League Membership - any league that affiliates all qualified teams within that organization is eligible for league membership. In order to become a Victoria Slo-Pitch member, the league must pay the Association the annual registration, set each year by the Board of Directors.
- Non-voting Associate Membership - agencies, groups or individuals interested in the advancement of the sport of slo-pitch softball are eligible for non-voting associated membership. In order to become a Victoria Slo-Pitch non-voting member, the applicant must pay the association the annual registration fee set each year by the Board of Directors.
- Individual Membership
(a) anyone appointed or elected to the Board of Directors shall be a member of the Association.
(b) League Directors and Tournament Directors shall be members of the Association.
(c) All affiliated players, coaches, managers shall be members of the Association.
2.5 Termination of Membership:
a) Any member may withdraw from the Association by delivering to the Association a written letter of resignation.
b) If a member is under suspension by the Association, notification of membership termination by the member does not alter the term of suspension.
c) Termination of membership does not entitle the member to any refund of membership fees.
2.6 A member of the Board of Directors or a Director may be removed from office for any conduct deemed detrimental to the Association by a two-thirds vote of the other board members. An appeal of this decision may be made to the Board of Directors at the next annual meeting of the Association.
Bylaw 3: Organizational Structure
3.1 The Board of Directors (also referred to as the Executive Board or Officers of the Association) shall consist of the following: President, Secretary/Treasurer, Past President, Technical Director and Directors.
3.2 The Advisory Council shall consist of League Directors and Tournament Directors appointed by the Board of Directors. They shall advise and assist in the development and promotion of the Association.
3.3 Delegates: Each League Director and Tournament Director shall be a delegate to the Annual General Meeting.
3.4 General Membership shall consist of all members (voting and non-voting).
Bylaw 4: Duties of the Board
4.1 President: Shall be the Chairperson of the Board of Directors and preside over all business meetings of the Association. He/she shall have the authority to call a meeting of the Board of Directors at any time provided each member is given adequate advance notice of such meetings. The President must have been a member of the Board of Directors for at least two years prior to holding office.
4.2 Secretary/Treasurer: Shall oversee the financial situation of the association and shall be responsible for the minutes of all business meetings.
4.3 Past President: May serve in an advisory capacity to the Board of Directors for one term with no voting privileges.
4.4 Directors: The Directors are members of the board and shall perform such duties as may be assigned to them by the President or the Board of Directors. If the President is unable to perform his/her duties the senior director (most years on board) shall assume the duties of President.
4.5 Technical Director: Shall assist in all aspects of the umpiring and officiating of the Association and oversee modifications to the rules of play.
4.6 League Directors: Shall be appointed by the Board of Directors for the purpose of coordinating leagues and divisions. They shall attend the Annual General Meeting and may advise or recommend and assist in the development of the association.
4.7 Tournament Directors: Shall be appointed by the Board for the purpose of hosting sanctioned tournaments. They shall attend the Annual General Meeting and may advise or recommend and assist in the development of the association.
Bylaw 5: General Counsel
5.1 The Business Council shall be a Chartered Accountant appointed by the Board of Directors at the Annual General Meeting on a yearly basis. He/She shall provide year end audited statements, if required by law. He/she shall give the Association financial advice on any matters that may arise.
5.2 The Legal counsel of the Association shall be a lawyer duly admitted to practice before the highest court of the Province or Country. He/she shall be appointed by the Board of Directors and shall give legal advice and represent the Association in legal matters that may arise.
Bylaw 6: Meeting of Members
6.1 The Annual General Meeting called for the purpose of electing Directors and transacting such other business shall be held between the third weekend in October and the last weekend in November.
a) Notice of the time and place of the Annual General Meeting shall be given to each Member entitled to notice ten (10) days before the time fixed for the holding of such meeting to his/her last address as recorded by the Association.
b) Each delegate shall cast his/her own vote, proxy votes are not permitted.
c) The order of business shall be established by the President.
d) Business shall include the election of those Officers necessary under bylaw 7.2 and amendments to the Constitution, Bylaws and Rules and Regulations.
6.2 No accidental error or omission in giving notice of any meeting or any such adjourned meeting shall invalidate such meeting or make void any proceedings taken thereat.
6.3 At every Annual General Meeting, in addition to any other business that may be transacted, the report of the Board, the financial statements and the report of the auditors, if required by law, appointed for the ensuing year, and their remuneration fixed. The Members may consider and transact any business, either special or general, other than an extraordinary resolution, without any notice thereof at any meeting of the Members.
6.4 Meetings for the Board of Directors will or may be called once per month by the President and must be called at least two times annually. The President must call a Board Meeting at the request of at least three Board Members within 2 weeks of the request.
a) Board meetings may be held at such times and at such places as the Board of Directors from time to time determines. A meeting of the Board may be convened at any time by the President or any two (2) Directors upon written notice to the President or Secretary of the Society, who shall thereafter convene a Director’s meeting as soon as practicable.
b) Notice of board meetings shall be sent to each Director not less than two (2) clear days before the date of the meeting. Meetings of the Board may be held at any time without formal notice if all the Directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. A Board meeting may also be held without notice, immediately following the annual general meeting of the Society.
6.5 A quorum for the transaction of business at any meeting of Members shall be a two-thirds majority of those present in person at any general or special meeting of the Association.
6.6 Questions arising at any meeting of the Board of Directors shall be decided by a majority of votes. In case of an equality of votes the President has a second or casting vote.
Bylaw 7: Election of Officers
7.1 Election of officers shall take place at the Annual General Meeting of the Association.
7.2 The President, Secretary/Treasurer, Technical Director and directors shall be elected at the Annual General Meeting for a 2-year term.
7.3 a) Written nominations for Board of Director positions shall be received by the President by November 1st of the election year.
b) A written or electronic nomination shall be made by a member of the Advisory Committee or Board of Directors. No member may nominate himself/herself.
c) The nomination shall be accompanied by a consent form signed by the nominee.
d) Notice of Nominations and copies of the consent forms and resumes shall be distributed prior to the start of the Annual General Meeting.
7.4 The Members of the Association may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting, remove any Director before the expiration of his/her term of office, and may, by a majority of votes cast at that meeting, elect any qualified person in his/her stead for the remainder of his/her term.
7.5 If any Member of the Board of Directors resigns his/her office, or without reasonable excuse absents himself/herself from three (3) or more Board meetings, or is suspended or expelled from the Association, the Board shall declare his/her office vacated and may appoint a successor in his/her place to hold office until the next annual general meeting.
7.6 Every Director of the Association is deemed to have assumed office on the express agreement and condition that he/she and his/her heirs, executors, administrators and estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Association from and against all costs, charges and expenses which such Director sustains or incurs in or about any action, suit or proceeding which is brought, commenced, or prosecuted against him/her for or in respect of any act, deed, matter or thing made, done or permitted by him/her or any other Director or Directors in or about the execution of the duties of his/her or their office, and also from and against all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his own willful neglect or default.
Bylaw 8: Voting Procedures
8.1 Voting Privileges at an Annual General Meeting shall be accorded to the following:
- President shall establish the voting power.
- Each voting delegate in attendance will cast his/her own vote. A vote by proxy will not be permitted.
- Votes shall be cast by a card system.
8.2 A quorum shall be a two-thirds majority of the Members officially attending the Annual General Meeting.
8.3 Each Delegate (League Director or Tournament Director) will have one vote. All Board of Directors will have one vote each.
8.4 The following affirmative voting requirements are necessary for passing of any voting matter:
- Board of Directors Matters - majority of votes cast
- Constitution Amendments - 2/3 majority of votes cast
- Bylaw Amendments - 2/3 majority of votes cast
- Election of Officers - majority of votes cast
- Advisory Council Matter - majority of votes cast
- Other miscellaneous - majority of votes cast
Bylaw 9: Appointments
9.1 Advisory Committee members may be appointed to fill a vacancy by the Board of Directors of the Association, or an individual may apply on his own in writing.
9.2 General counsels of the Association shall be appointed by the Board of Directors and ratified at the Annual General Meeting.
9.3 League and Tournament Directors shall be appointed by the Board of Directors.
Bylaw 10: Committees
10.1 All committees must be represented by a member of the Board of Directors.
10.2 There may be a number of standing committees, which may include:
- Rules/Regulations
- Tournaments
- Marketing & Promotions
- Constitution & Bylaws
- Membership
- Youth Program
10.3 Ad hoc committees shall be established as deemed necessary by the Board of Directors.
Bylaw 11: Salaries and Travel Expenses
11.1 No salary shall be paid any member of the Association except with the advance approval of the Board of Directors.
11.2 Expense allotment may be paid to officers of the Association provided such expenses are budgeted and approved by the Board of Directors.
11.3 Emergency expenses, incurred by members of the Board of Directors, that are outside the scope of budgeted expenses, allotments shall be reimbursed only when such expenses are approved by the Board of Directors. Such approved expenses must be supported by receipts.
11.4 Expense Allowances will be determined yearly and communicated through letter or electronic form.
Bylaw 12: Treasury Withdrawals and Reports
12.1 The President shall promptly approve all budgeted debts and ensure payment. The approved budget shall be considered as the authority to pay such debts.
12.2 Budgeted contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by any two of the Board of Directors' members that may be authorized by resolution of the Board of Directors, and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization of formality.
12.3 Any non budgeted item, contract, document and/or instrument in writing as which may incur an Association financial obligation of over one thousand dollars ($1,000.00) must be approved by all Board of Directors Members.
12.4 The Board of Directors shall have power by special resolution to appoint an Officer on behalf of the Association either to sign specific contracts, documents and instruments in writing.
12.5 The President will mail a written financial report to each member of the Board of Directors once a year. A detailed financial statement shall be submitted to the Association at the Association's Annual General Meeting.
12.6 The Board of Directors shall cause all necessary books and records of the Association required by law of the Association to be regularly and properly kept.
12.7 The minute books of the Association shall contain a copy of the constitution of the Association, all extraordinary and ordinary resolutions passed, a copy of the by-laws of the Association, and copies or originals of all documents, registers, and resolutions as required by law.
12.8 All minute books and books of account shall at all times be open to inspection by the Directors and the auditor, if any.
Bylaw 13: Amendment to Constitution and Bylaws
13.1 No amendments or alterations shall be made to any part of the Constitution and/or the Bylaws of this Association except at the Annual General Meeting by a two-thirds majority of the votes cast by the delegates present and/or approved by the Board of Directors. Notice of any proposed amendments or alterations must be filed with the Association headquarters in writing prior to October 1st. The Board of Directors shall then forward amendments or alterations to the Annual General Meeting.
Bylaw 14: Rules of Order
14.1 In all matters not covered by the constitution and bylaws of Victoria Slo-Pitch, "The Scott, Foresman Roberts Rules of Order, Newly Revised", shall be considered as the proper authority, and said rules shall be followed as though they were a part hereof.
Bylaw 15: Headquarters
15.1 It shall be the responsibility of the Board of Directors to select a suitable Victoria address in which the Association Headquarters can be located.
Bylaw 16: Geographic Regions
16.1 It shall be the responsibility of the Board of Directors to set geographic boundaries which make up the regions of the Association.
Bylaw 17: Official Playing Rules
17.1 It shall be the responsibility of the League Directors or Technical Director to make recommendations for changes in the playing rules of member leagues.
Bylaw 18: Team Classifications
18.1 No team shall be allowed to compete in Association events without paying a registration fee to the Association.
18.2 A team may be composed of players indicated on the team roster, including coaches and managers.
18.3 Teams requesting changes to the registered roster must submit these changes into the Head Office in writing.
18.4 There shall be 7 categories of play under the Association: Mens, Ladies, Coed, Masters, Minor, High School and Specialty groups.
18.5 Teams may appeal any decisions of the Association with a formal written letter to the Association Headquarters. All decisions on classifications made by the President in review with the League Director will be final.




