Bylaw 5 - Board of Directors

2.05.01    Powers of the Board

The Directors shall manage all activities and affairs of the Association in accordance with the Saskatchewan Non–Profit Corporation Act and these Bylaws, including but not limited to:

a)    Developing policies, rules and regulations for managing and operating the affairs and activities of the Association.

b)    Developing policies, procedures and regulations relating to the discipline of members and disciplining Members accordingly.

c)    Developing policies, procedures and regulations relating to the management of disputes within the Association and resolving all disputes accordingly.

d)    Establishing committees to assist in performing the work of the Associations; and

e)    Employing such persons necessary to carry out the work of the Association.

f)    The Board is a continuing entity and its decision shall remain in force until they are rescinded.

2.05.02    Terms of Reference

a)    At Meetings of the Board of Directors, each member shall have one (1) vote. Meeting may be in-person or remotely by the use of technology as approved by the Board.

b)    In the event of a vacancy occurring on the Board of Directors for any cause, the Board of Directors may appoint someone to fill such vacancy until the next Annual General Meeting.

c)    At all meetings of the Board of Directors, a quorum shall consist of 50% + 1 of the active Board of Directors.

d)    The Board may create committees & task teams with such mandate, authority, and direction as it determines to be necessary or useful in the discharge of its duties and obligations.

e)    The Board may delegate authority to individuals, committees, and others as it determines is in the best interests of Hockey Saskatchewan subject to these Bylaws and the laws of Saskatchewan.

f)    The Board of Directors, at all times shall retain the right, via majority vote, to sanction any Director up to and including removal from the Board after a review by the Hockey Saskatchewan Code of Conduct Committee.

g)    The Hockey Saskatchewan Board of Directors are also the Board of Directors for the Saskatchewan Hockey Hall of Fame.

2.05.03    Board Structure

a)    The Board of Directors shall consist of nine (9) Directors of which not more than two-third (2/3) are of the same gender. (6 of 9 is max. for one gender)

b)    Members of the Board of Directors MUST represent a cross-section of all membership to fulfill the roles to represent the membership on the Policy Governance Board of the Association.

c)    A skills/competency/experience matrix to be created & utilized for Board assessment & candidate recruitment.

d)    Directors of the Board elect the Board Chair and Vice Chair each to a three-year term.

e)    Minimum Standing Committees of the Board:

1) Finance/Audit Committee

2) Governance Committee

3) Human Resource Committee

4) Nominating Committee

2.05.04    Directors

a)   Directors are elected to three (3) year terms by the Members of the Association

b)    To be eligible to be nominated for a position of Director:

i.    Must have their nomination package/form signed/endorsed by a Minor Hockey Association.

ii.    Must have their nomination package/form signed/endorsed by the Hockey Saskatchewan Nominating Committee.

iii.    Submit their nomination in writing to the Chair of the Hockey Saskatchewan Nominating Committee prior to the end date for the call for nominations.

c)    The Board of Directors election will be conducted prior to our AGM where all eligible members will have the opportunity to vote for a minimum number of the available positions on the Board.

i.    Elections will be facilitated by the Hockey Saskatchewan Nominating Committee.

ii.    Elections results will be disclosed as successful or not successful. The number of votes each candidate received shall not be disclosed.

iii.    Newly Elected Directors shall take their position upon completion of the Hockey Saskatchewan Annual General Meeting.

iv.    In the event that a lesser number of candidates than positions available, or in the event of a vacancy occurring on the Board of Directors for any cause, the Directors may appoint someone to fill such vacancy until the next AGM.

v.    Board of Directors elections may be conducted electronically, in-person or using any method deemed appropriate by the Hockey Saskatchewan Nominating Committee.

2.05.05    Chairperson of the Board

a)    The Board of Directors elect a Vice-Chairperson that will become the Chairperson of the board upon the expiration of the current Chairperson's term or as need dictates. The Vice-Chairperson election will be facilitated by the Nominating Committee.

b)    The Chairperson must have served as Vice-Chairperson for at least one full year as a Director for the immediate 3 previous years (one complete Director term) and be a current Director.

c)     If the Chairperson position is vacated and the current Vice-Chairperson is not eligible or available to assume the role of Chairperson, then an election for the Chairperson will be facilitated by the Nominating Committee (and subsequently an election for Vice-Chairperson required).

2.05.06    Chairperson of the Board - Duties & Responsibilities

a)    Call and preside over all Board of Directors, Annual or Special Meetings of the Association.

b)    Appoint individuals for Board approval to all Committees & Task Teams as required.

c)    Is a full voting member of the Board of Directors.

d)    Ensure knowledge transfer and mentorship is on-going with Vice-Chairperson to facilitate role transition at the appropriate time.

e)    Be an ex–officio member of all committees. As an ex–officio member of a committee, the Chairperson has the same rights as other committee members but is not obligated to attend meetings of the committees and is not counted in determining if a quorum is present.

f)    To receive appeal applications from any member and appoint committee members to hear the appeal if granted.

g)    Be the official representative of Hockey Saskatchewan on any Hockey Canada Matters/Meetings as well as the Western Branch Meetings.

h)    Be the liaison between the General Manager of the Association and the Board of Directors.

i)     Is the official spokesperson for the Board of Directors.

2.05.07    Vice-Chairperson of the Board

a)    The Board of Directors will elect a Vice-Chairperson of the Board upon the expiration of the current Vice-Chairperson’s term or as need dictates and determined by the Nominating Committee.  The Vice-Chairperson election will be facilitated by the Nominating Committee.

b)    Any Director wishing to stand for election as Vice-Chairperson must:

i.             Have served a minimum of one complete three (3) year term as a Board Director immediately preceding the call for nominations and currently occupy a Director position.

ii.            Submit their nomination in writing to the Chair of the Nominating Committee when nominees are called for by the Nominating Committee.

iii.           The elected Vice-Chairperson will assume the position as of the date & time set by the Nominating Committee.

iv.           The Vice-Chairperson of the Board of Directors must be a full-time permanent resident of Saskatchewan.

2.05.08    Vice-Chairperson of the Board - Duties & Responsibilities

a)    Support the current Chairperson in fulfilling all aspects of the Chairperson role.\

b)    Assume the role of acting Chairperson on a temporary basis if and when required as determined by the Nominating Committee.

c)    Become the Chairperson of the Board of Directors when the need is declared by the Nominating Committee.

2.05.09    Committees & Task Teams

All Committees & Task Teams members must be approved by the Board of Directors.

a)    Finance & Audit

The Finance & Audit committee is responsible for oversight related to Hockey Saskatchewan’s auditing & reporting, financial policies and strategies, and financial risk management. The Finance & Audit committee shall, at the time of the annual audit, ensure the auditor(s) have access to all Hockey Saskatchewan’s financial records, review the Auditor’s report, and submit that report to the Members.

b)    Governance Committee

The Governance Nominating Committee is responsible for advising the Board on matters relating to the Board’s governance structure, processes, and policies.

c)    Nominating Committee

i.    The nominating committee is responsible for ensuring that the Board of Directors is composed of qualified and skilled persons capable of, and committed to, providing effective governance leadership to Hockey Saskatchewan.

ii.    The Chair of the Nominating committee and its other committee members shall be appointed by the Chair of the Board and shall be individuals who are at arm’s length to the Board and remain accountable for their conduct to the Chair of the Board.

iii.    The Chair of the Nominating committee shall oversee any election conducted under Bylaws 2.05.04 and 2.05.07, including ensuring that the names of all approved candidates running for the Chair of the Board position of any other elected position on the Board appear on the official ballots, distributed and collecting ballots, counting the votes, announcing the results, and destroying the ballots immediately thereafter.

d)    Task Teams

The Chair of the Board, in consultation with the Board and the General Manager may establish task teams to undertake a specific task or project that is to be completed within a specific period of time.

All Committees & Task Teams members must be approved by the Board of Directors.

2.05.10    Board Resignations

A director may resign from office giving notice thereof in writing to the Board and such resignation becomes effective in accordance with its terms or upon acceptance by the Board. Whichever may be the earlier date.

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