BYLAWS

Hinton Soccer Society Bylaws
March 2026

Table of Contents
1. NAME 1
2. ORGANIZATION 1
3. MEMBERSHIP 1
4. ANNUAL GENERAL MEETING 2
5. SPECIAL GENERAL MEETING 2
6. DECISION MAKING / RULE OF ORDER 3
7. VOTING 3
8. QUORUM 3
9. BOARD OF DIRECTORS 3
10. EXECUTIVE POSITIONS OF THE BOARD 4
11. BOARD MEETINGS 4
12. DUTIES OF THE BOARD OF DIRECTORS 4
13. VACANCIES 5
14. FEES 5
15. DUTIES OF OFFICERS 5
16. AUDITING AND FINANCIAL RECORDS 6
17. BORROWING POWERS 6
18. REMUNERATION 6
19. INDEMNITY 6
20. COMMITTEES 6
21. AMENDMENT OF THE BYLAWS 6
22. DISSOLUTION 7
23. MISCELLANEOUS 7

1. NAME
1.1 The name of the organization shall be the Hinton Soccer Society, which also may be referred to as HSS or the
Association.
1.2 The Association shall be affiliated with the Canadian Soccer Association through the Alberta Soccer Association
through the Northwest Central Soccer Association by whose rules it shall be governed, supplemented by various
rules to cover local conditions.

2. ORGANIZATION
2.1 The Association shall be composed of Members as described below, and it shall be managed by a Board of
Directors constituted as stated in these bylaws.

3. MEMBERSHIP

3.1 The Association shall be composed of the following categories of Members:a) Parent: Parent membership shall be open to parents and /or legal guardians, in goodstanding, of any person under the age of 18 years (as of the beginning of themembership year), who is registered as a player in a soccer program of the Association.b) Player: Player membership shall be open to any individual who is registered as a playerin a soccer program of the Association, who is in good standing.c) General: General membership shall be open to any person over 18 years of age, whoresides in Alberta, supports the objectives of the Association, and is in good standing.d) Life: Life or Honorary membership will be granted by the Board of Directors to persons ingood standing, who have made outstanding contributions to the Association and to thegame of soccer. Said membership must be ratified at the next Annual General Meeting.

3.2 A person may become a member by submitting a Membership Application Form and making payment of an annualmembership fee to the Association. Membership is effective upon approval of the application by way of favorablevote of at least two-thirds (2/3) of the Board of Directors.

3.3 The membership year shall run nominally from January to December; however, membership shall be effectivefrom time of payment and Board acceptance until expiry prior to the following year’s Annual General Meeting. Fora member to be in good standing and eligible to participate and vote at an Annual General Meeting, They shallhave all fees paid in full as per 3.2 for the current year.

3.4 A member may withdraw from the Association by tendering a resignation in writing to the Secretary of theAssociation.

3.5 Membership in the Association may be terminated by a special resolution of the Board of Directors for cause, if a member is found by the Board to be engaging in conduct injurious to the aims and objectives of the Association.

4. ANNUAL GENERAL MEETING

4.1 The Annual General Meeting of the association shall be held each year on a date determined by the Board of
Directors. The meeting shall be held after January 1 st and not later than April 30 th .

4.2 Notice advising of the time, date and location of the Annual General Meeting shall be given to all members at least
twenty one (21) calendar days prior to the meeting by any of the following means:
● Website and Social media
● An alternative means of equivalent effectiveness, as determined by the Board

4.3 The purpose of the Annual General Meeting shall be to elect Directors to the Board of the Association, to receive
the annual financial statements of the Association, to approve the appointment of auditors elected by the Vice
President for the Association, and to conduct any other business as is properly placed before the meeting.

4.4 The order of business at the Annual General Meeting shall be as follows:

a) Roll Call – by show of hands
b) Minutes of the previous Annual General Meeting
c) Business arising out of the Minutes
d) President’s report
e) Treasurer’s report
f) Auditor’s report (presented by the Vice President or other board member other than the
Treasurer)
g) Northwest Central Soccer Association report (presented by NWC representative)
h) Unfinished Business
i) Amendments to the Bylaws of the Association, if any
j) Ratification of Life or Honorary memberships, if any
k) Election of Officers
l) New Business – date is set for the first board meeting
m) Adjournment

5. SPECIAL GENERAL MEETING

5.1 A Special General Meeting may be called by the Board of Directors by its own motion.

5.2 A Special General Meeting shall be called by the Board within twenty-eight (28) days following receipt of a written
request by members if signed by one-third (1/3) or more of the membership.

5.3 Notice advising of the time, place and purpose of a Special General Meeting shall be given at least twenty-one (21)
days prior to the meeting to all members, in the same manner as is required for the Annual General Meeting.

5.4 A Special Resolution shall be presented to the membership at a Special or Annual General Meeting upon request of
the Board of Directors, or upon receipt by the Board of Directors of a proposed Special Resolution signed by at
least one third (1/3) of the membership.

5.5 Twenty-one (21) days written or published notice shall be given of a Special Resolution to be placed before the
membership as a meeting of the Association.

6. DECISION MAKING / RULE OF ORDER

6.1 Annual General Meeting and Special General Meeting shall be conducted in accordance with a consensus mode land every reasonable effort shall be made to obtain consensus on decisions. In the event it is not possible to achieve a decision by consensus, or if specially requested by a majority of Directors, then a motion shall be formulated and put to a vote in accordance with Robert’s Rules of Order. In order for the motion to pass there must be at least two-thirds (2/3) of members present voting in favour of the motion.

6.2 In any situation in which a Special Resolution is required, including variation or amendment of these bylaws, then in order for the Special Resolution to pass there must be at least seventy-five percent (75%) of members present voting in favour of the resolution.

7. VOTING

7.1 Any member in good standing shall have the right to participate in discussion, and vote at any Annual General
Meeting or Special General Meeting of the Association. Each parent member in attendance at a General or Special
Meeting shall have one (1) vote. All votes must be made in person and not by proxy or otherwise.

8. QUORUM
8.1 Quorum for the Annual General Meeting and any Special General Meeting shall require at least ten (10) members
to be present. If quorum is not achieved at a first meeting, a new date shall be set at that meeting with proper
notice being provided to all members. Quorum at the subsequent meeting so called, shall be equal to the number
of members at that meeting.

9. BOARD OF DIRECTORS
9.1 The ongoing business of the Association shall be conducted by a Board of Directors (the Board) which is elected at
the Annual General Meeting. Any member in good standing may be nominated and elected to serve as a Director
on the Board, subsequent to providing a current criminal record check and character references as requested.

9.2 The Board shall consist of not less than five (5) and not more than nine (9) Directors, and include the roles of:

a) President
b) Vice President
c) Secretary
d) Treasurer
e) Registrar
f) Player and Coaches Director
g) Equipment Director
h) Director of Fields
i) Director of Referees

9.3 No person shall be elected for a position on the Board of Directors unless they are present at the Annual General
Meeting, has indicated in writing their willingness to stand, or is connected via speaker phone or online hosting
platform.

9.4 The number and terms of Director positions to be filled for each year shall be approved by the membership at the
Annual General Meeting, as the first order of business in the election of Directors. If there are more candidates for
Director than there are vacant Director positions to be filled, then each member in good standing shall have one
vote for each position to be filled, and the election shall be conducted by secret ballot.

9.5 Any Director, or Officer upon a two-thirds (2/3) vote of all Board members in good standing, may be removed from
office for any cause which the society may deem reasonable.

10. EXECUTIVE POSITIONS OF THE BOARD

10.1 The members on the Board of Directors shall select one Director to fill each of the five Executive
Positions at the first Board Meeting following the Annual General Meeting. The Executive Positions shall consist of:
President, Vice President, Secretary, Treasurer and Registrar.

10.2 The Board may develop additional portfolios or areas of formal responsibility and appoint Directors to those areas
of responsibility, as it deems necessary.

11. BOARD MEETINGS

11.1 The Board of Directors shall meet not less than quarterly. Time and date of Board meetings shall be as determined
by Board decision at a previous Board meeting or by call of the President with a minimum of seven (7) calendar
days notice by telephone or email. To allow for attending to matters of urgency, the seven (7) day notice
requirement for Board meetings may be waived by approval of all Board members.

11.2 A majority of Directors may also call a Board meeting on seven (7) calendar days notice by way of a circulated
written notice to all members of the Board.

11.3 The Board of Directors may opt to conduct its meeting using an online hosting platform or by telephone
conference call. The Board may also facilitate participation in a meeting by one or more Board members by
speaker phone connection to the remainder of members gathered at a meeting location.

11.4 At least one-half of Board members shall be in attendance or otherwise eligibly participating to achieve quorum for
all Board meetings.

11.5 Board of Director meetings will be conducted using a consensus seeking approach to decision making. In case of an
inability to reach consensus on a decision, a motion shall be formulated and put to a vote in accordance with
Robert’s Rules of Order insofar as they may apply. A motion shall require two-thirds (2/3) of Board members in
attendance to vote in favour in order to be carried.

12. DUTIES OF THE BOARD OF DIRECTORS

12.1 The Board shall be responsible to Members of the Association.

12.2 The Board shall implement and control the policies, finances, and general affairs of the Association in discharging
its responsibilities to the Members. In doing so, the Board of Directors shall have the authority to create, adopt,
amend, or rescind policies, procedures, and administrative guidelines necessary for the effective operation and
management of the Association, provided that such policies do not conflict with these Bylaws or with the rules of
any governing soccer body to which the Association is affiliated. Changes to policies under this section do not
require approval at an Annual General Meeting or Special General Meeting, but shall be reported to the
Membership at the next Annual General Meeting.

12.3 The Board shall not be responsible for any expenditure made or any obligation assumed in the name of the
Association by any members unless consent thereto has previously been given by the Board.

2.4 The Board of Directors shall have power to appoint additional members to assist the Board on such matters as the
Board, from time to time, may desire. These members shall report to the Association as requested by the Board.
They shall not have a vote at Board meetings.

13. VACANCIES

13.1 The office of a member of the Board of Directors may be vacated:
a) Upon resignation, in writing:
b) If they absents themself from two (2) meetings per year of the Board without reason
satisfactory to the remainder of the Board; or
c) If they are removed by resolution of the Board for good and sufficient reason as per
section 9.5.

13.2 Should a vacancy occur on the Board

14. FEES

14.1 The amount of the annual membership fees for each membership category in the Association shall be established
annually by the Board of Directors, for the following membership year.

15. DUTIES OF OFFICERS

15.1 The President shall be responsible for ensuring the meetings are called in accordance with the bylaws of the
Association, and preside at all meetings of the Association. They shall be an ex-officio member of all committees.

15.2 The Vice President will assist in the Annual Audit of the Association accounts. They will propose two (2) additional
members of the Association to assist and provide an Audit report to the Annual General Meeting.

15.3 The Registrar will receive all registration forms and/or administer a website to allow electronic registration of
players. The Registrar will maintain a registry for the Association, Northwest Central Soccer Association, and the
Alberta Soccer Association. The Registrar will work in conjunction with the Treasurer.

15.4 The Secretary shall attend all meetings of the Association and the Board and keep, or cause to be kept, accurate
minutes of the same. All minutes and correspondence handled by the Secretary shall be distributed to the Board
within ten (10) days. The Secretary shall be under the direction of the President and the Board. In case of absence
of the secretary, such officer as may be appointed by the Board shall discharge their duties.

15.5 The Treasurer shall receive all monies paid to the Association and be responsible for the deposit of same in the
Bank chosen by the Board. They shall properly account for the funds and keep or cause to be kept such books as
may be directed. They shall present a full detailed account of receipts and disbursements to the Board whenever
requested. The Treasurer will be responsible for all financial correspondence of the Association. The Treasurer
shall relinquish the Association’s books to the Auditors, as chosen by the Vice President, fourteen (14) days prior to
the Annual General Meeting.

15.6 All contracts, engagements, applications, deeds, cheques, loans or other legal instruments shall be executed by the
Treasurer with 1 (one) designated signature by any Executive Member, i.e. President, Vice President, Secretary or
Registrar. Signing authority shall not be held by two members of the same household or immediate family.

16. AUDITING AND FINANCIAL RECORDS

16.1 The books, accounts, and records of the Treasurer shall be audited at least once per year by a duly qualified
accountant, or by two members of the Association duly appointed by the Vice President, who will submit them at
the Annual General Meeting.

16.2 The fiscal year of the Association shall be January 1 st to December 31 st .

6.3 The books and records of the Association may be inspected by any member of the Association at the Annual
General Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or
officers having charge of the same. Each member of the Board shall at all times have access to such books and
records.

17. BORROWING POWERS

17.1 The Association is empowered to borrow or raise or secure the payment of money and may secure the payment of
the same by mortgage or charge upon the undertaking of the whole or any part of the assets and property of the
Association. Such authority shall only be exercised if first approved by the membership by way of a special
resolution passed at any Annual or general meeting of the Association.

18. REMUNERATION

18.1 Unless authorized by decision of the Board, no officer/director or member of the Association shall receive any
remuneration for their services other than reimbursement for out-of-pocket expenses incurred in the performance
of their duties. To the greatest extent possible, prior approval shall be received from the Board for out-of-pocket
expenses incurred in the performance of their duties. The Board reserves the right to refuse reimbursement for
unauthorized expenses.

19. INDEMNITY

19.1 Every member of the Board or other servant of the Association shall be indemnified by the Association against all
costs, losses, and expenses incurred by them respectively, in or about the discharge of their duties, except as
happens from their own respective willful neglect or defaults.

20. COMMITTEES

20.1 The Board may establish such committees as deemed necessary to carry on the work of the Association. The
committees shall have such duties and responsibilities as the Board determines.

21. AMENDMENT OF THE BYLAWS

21.1 The Bylaws may be rescinded, altered or added to by a Special Resolution and majority of not less than 75% of the

votes of those members.

21.2 The twenty-one (21) days’ notice of the AGM or SGM of the Association must include details of the proposed
resolution to change the Bylaws.

22. DISSOLUTION

22.1 On the winding up or dissolution of the Association, the funds and assets of the Association shall not be distributed
among the members nor to any of them. After all debts have been paid, or provisions for their repayment have
been made, the remaining assets shall be transferred and delivered to one or more incorporated non-profit
societies or public agencies in Alberta which provides non-profit public services in the area or amateur sports and
recreation.

22.2 The recipient society(ies) or agency(ies) shall be chosen by resolution of the members of the Hinton Soccer Society.

23. MISCELLANEOUS

23.1 All meetings of the Association shall be conducted in accordance with the latest Edition of Robert’s Rules of Order,
and by any rules established by the Association.

23.2 Any dispute which arises from or is in any way related to these Bylaws shall be settled by a single arbitrator
pursuant to the Arbitration Act of Alberta. The arbitration shall be conducted in accordance with the Arbitration
Rules of the Alberta Arbitration and Mediation Society.