OBJECTS

The objects of the Society are:

1. To develop and implement programs which will train prospective and current referees to officiate to the best of their ability at all levels of the game.

2. To communicate all relevant information to its members.

3. To liaise with the Soccer Nova Scotia and to inform Soccer Nova Scotia of the needs of the Society.

4. To do all other such things as may be deemed necessary for the achievement of the foregoing objects.

5. To assume responsibility and authority to hear and make decisions and take action as a result of information which comes to the attention of the Society regarding the actions of its members.

DEFINITIONS

1. In these by-laws unless there be something in the subject or context inconsistent therewith

(a) "Society" means Halifax Dartmouth Soccer Referees’ Association.

(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 at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given.

MEMBERSHIP

2. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none other, shall be members of the Society, and their names shall be entered in the Registry of Members accordingly.

3. For the purposes of registration, the number of members of the Society is unlimited.

4. Every member of the Society shall be entitled to attend any general meeting of the Society and to vote at any general meeting of the Society and to hold any office, but there shall be no proxy voting.

5. Membership in the Society shall not be transferable.

6. The following shall be admitted to membership in the Society: any registered soccer referee residing in the Halifax/Dartmouth Districts, as defined by Soccer Nova Scotia, and who upholds the objects of the Society and contributes to the support of the Society an amount to be determined at the Annual General Meeting.

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

(b) Alleged cases of misconduct will be dealt with at the earliest opportunity by the Executive Committee and/or by the Soccer Nova Scotia Referee Ethics Committee as required by Soccer Nova Scotia. The Executive Committee shall have the power to reprimand or suspend any member deemed to have brought the Society into disrepute. Any member alleged to have committed an act of misconduct has the right to present a defense before any decision is rendered by the Executive Committee. Appeals against any decision can be made to the Soccer Nova Scotia Referee Development Committee. Should an appeal be lodged, any suspension will be placed in abeyance until the Soccer Nova Scotia Referee Development Committee/SNS Referee Ethics Committee has reached a decision.

8. A member who has served on the Executive Committee for a full term, or has served the Society in an exemplary manner for 5 or more years, may be nominated to be named a life member.

FISCAL YEAR

9. The fiscal year of the Society shall be the period from January 1 to December 31.

GENERAL MEETINGS

10. (a) The annual general meeting of the Society shall be held within three months after the end of each fiscal year of the Society.

(b) An extraordinary general meeting of the Society may be called by the President or by the directors at any time, and shall be called by the directors if requisitioned in writing by at least twenty-five per centum (25%) in number of the members of the Society.

11. Seven days’ notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members. Notice shall be given in writing, by facsimile, by e-mail or by sending it through the post in a prepaid letter addressed to each member at his/her last known address. Any notice shall be deemed to have been given by facsimile when transmission has been confirmed, by e-mail when the message has not been returned within 24 hours, and by post at the time when the letter containing the same would be delivered in the ordinary course of post and in providing such service it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.

12. At each annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:

Minutes of preceding general meeting;

Consideration of the annual report of the directors;
Consideration of the financial statements;
Election of officers;
Election of directors for the ensuing year;
Appointment of Auditor.

All other business transacted at an annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.

13. No business shall be transacted at any general meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of fifteen members, at least  five  of which cannot be directors of the Society.

14. If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members, shall be dissolved. In any case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall proceed.

15. (a) The President of the Society shall preside as Chairperson at every general meeting of the Society;

(b) If there is no President or if at any meeting he/she is not present at the time of holding the same, the longer serving Vice-President shall preside as Chairperson;

(c) If there is no President or Vice-President or if at any meeting neither the President nor the Vice-President is present at the holding of the same, the members present shall choose someone of their number to be Chairperson.

16. The Chairperson shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he/she shall have a casting vote.

17. The Chairperson may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.

18. At any meeting, unless a poll is demanded by at least three members, a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the book of proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.

19. If a poll is demanded in manner aforesaid, the same shall be held such in a manner as the Chairperson may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.

20. Meetings will be conducted in accordance with Robert’s Rules of Order.

VOTES OF MEMBERS

21. Every member, except a life member, shall have one vote and no more. Life members shall have a voice but no vote.

DIRECTORS

22. Unless otherwise determined by a general meeting, the number of directors shall not be less than five or more than fifteen. The subscribers to the Memorandum of Association of the Society shall be the first directors of the Society.

23. Any member of the Society shall be eligible to be elected a director of the Society.

24. Directors shall be elected by members at each ordinary or annual general meeting of the Society, and shall consist of the officers and following positions:

For two year Terms:

Development Co-ordinator/Halifax – to be elected in even years

Development Co-ordinator/Dartmouth – to be elected in odd years

Member at Large/Halifax –  to be elected in odd years

Member at Large/Dartmouth – to be elected in even years

For One Year Terms:

Youth Representative/Halifax –to be elected every year

Youth Representative/Dartmouth– to be elected every year

25. In the event that a director resigns his/her office or ceases to be a member in the Society, whereupon his office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Executive Committee from among the members of the Society.

26. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his/her stead. The person so appointed shall hold office during such time only as the director in whose place he/she is appointed would have held office if he/she had not been removed.

27. Meetings of the Executive Committee shall be held as often as the business of the Society may require and shall be called by the President, or by any two Directors. A meeting of the Executive Committee may be held at the close of every annual general meeting of the Society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Executive Committee.

28. No business shall be transacted at any meeting of the Executive Committee unless at least one-third in number of the directors are present at the commencement of such business.

29. The President or, in his/her absence, one of the Vice-Presidents or, in the absence of both of them, any director appointed from among those directors present shall preside as Chairperson at meetings of the Executive Committee.

30. The Chairperson may be entitled to vote as a director and, in the case of equality of votes, he/she shall have a casting vote in addition to the vote to which he/she is entitled as a director.

31. The position of a director may be declared vacant by the Executive Committee if he/she is absent from three consecutive meetings of the Executive Committee.

POWERS OF DIRECTORS

32. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting. In particular, the directors shall have power to engage an employee and to determine his/her duties and responsibilities and his/her remuneration.

33. (a) It shall be the responsibility of the development co-ordinators to develop and implement training programs and materials for members of the Society.

(b) The youth representatives will act as the voice for youth referees.

(c) The members-at-large shall attend and participate in all Executive Committee meetings, and may be appointed as chairpersons of one or more committees by the Executive Committee.

OFFICERS

34. The officers of the Society shall be a President, two Vice-Presidents, a Treasurer, a Registrar and a Secretary. The offices of Treasurer and Registrar may be combined.

35. The members shall elect, in odd years, one of their number to be the President of the Society. The President shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him/her by the members from time to time.

36. The members shall also elect two of their number to be Vice-Presidents.  One Vice-President will be elected from those members who reside in Dartmouth area, and shall be elected for a two year term in odd years. The other Vice-President shall be elected from those members who reside in Halifax area, and shall be elected for a two year term in even years. The Vice-President who has been serving as an Officer for a longer period shall, at the request of the members and subject to its directions, perform the duties of the President during the absence, illness or incapacity of the President, or during such period that the President may request him/her to do so.

37. (a) There shall be a Secretary of the Society who shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him/her by the members. The members shall elect the Secretary in odd years, and shall also elect a Treasurer and Registrar of the Society for a two year term, in even years, to keep a record of the financial dealings of the Society. The Registrar shall maintain an accurate registry of the membership. If the members think fit, the same person may hold both offices of Treasurer and Registrar.

(b) The directors may appoint a temporary substitute for the Secretary who shall, for the purpose of these by-laws, be deemed to be the Secretary.

(c) In the event that, if any director’s position is not filled at the AGM the Executive Committee may appoint any suitable person from the membership, but only after a waiting period of four (4) weeks to determine if other suitable volunteers come forward to fill the vacant position for the remainder of the term.

38. The immediate Past-President shall be a member of the Executive Committee.

AUDIT OF ACCOUNTS

39. The auditor of the Society shall be appointed annually by the members of the Society at the ordinary or annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.

40. The Society shall present audited financial statements to the members of the Society. A copy of the financial statements shall be filed with the Registrar within fourteen days after the annual meeting in each year as required by law.

41. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.

MISCELLANEOUS

42. 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.

43. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.

44. The seal of the Society, when acquired, shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Executive Committee.

45. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Executive Committee shall be the responsibility of the Secretary.

46. The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.

47. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by any two of four directors.

48. The borrowing powers of the Society may be exercised by special resolution of the members.