Policies

GENERAL BY-LAWS (as of Nov. 3, 2011)

By-laws relating generally to the transaction of the affairs of Volleyball Nova Scotia BE IT ENACTED as By-laws of Volleyball Nova Scotia also known hereinafter as VNS VISION

Volleyball Nova Scotia will be a successful sport organization that is:
- passionate about the sport of volleyball and active in the sporting world;
- athlete-centered and believes in continuous sport development;
- creating opportunities for everyone to participate in and support volleyball; - well-known and respected locally, provincially and nationally;
- known for quality high performance and competitive programs;
- innovative and forward-thinking;
- driven by dynamic committed leadership;
- building an inviting culture of excitement, fun and friendliness;
- rewarding and challenging for staff and volunteers;
- consistent, organized and well-structured; and
- professional, ethical and fiscally responsible.

OBJECTIVES

a) To promote, encourage and stimulate the interest in Volleyball in Nova Scotia by: - promoting and developing coordination among volleyball clubs, teams, officials and

competitions in the province of Nova Scotia,
- developing and bettering all aspects of volleyball in Nova Scotia,
- encouraging and helping develop coaching leadership in Nova Scotia,
- recognizing the potential of individual players, coaches, teachers, and officials in the province and promoting their participation at local, regional, national, and international competitions, clinics and workshops,
- assisting in developing a corps of competent officials,

b) To acquire by way of grant, gift purchase, bequest, device, or otherwise, real and personal property and to use and apply such property to the realization of the objectives of the Society.

c) 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 the Society.

MISSION STATEMENT

To provide quality services and programs that will assist in the growth of volleyball in Nova Scotia by VNS taking a leadership role in developing and promoting volleyball for members and interested individuals and groups throughout the province.

ARTICLE 1 - GENERAL

1.1 Purpose – these By-laws relate to the general conduct of the affairs of Volleyball Nova Scotia., a society incorporated under the Corporations Act of Nova Scotia.

1.2 Definitions -The Following terms have these meanings in these By-laws:
a) Act – the Corporations Act of Nova Scotia
b) Registrar of J.S.C. means Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
c) Corporation – Volleyball Nova Scotia Inc.

1.3 Interpretation – Words stating the singular shall include the plural and vice-versa, and words stating the male gender shall include the female gender as well as corporate bodies.

1.4 Ruling on By-laws – Except as provided in the act, the board shall have the authority to interpret any provision of these By-laws, which is contradictory, ambiguous or unclear.

1.5 Registered Office – The registered office of the Corporation shall be at: Volleyball Nova Scotia
5516 Spring Garden Road
Halifax, N.S.

B3J 3G6
We, the several persons whose names, addresses and occupations are subscribed, desire to be formed into a Society, in pursuant of this Memorandum of Association DATED at Halifax, N.S., this second day of November A.D., 1976.

1.6 Dissolution of Corporation - Upon the dissolution of the corporation, the assets remaining after the payment in satisfaction of all debts and liabilities shall be transferred to an organization or organizations having objects of a charitable nature or of a nature beneficial to the community or objects similar to this corporation or to any one or more of them. This transfer of assets decision will be made by the body corporate prior to dissolution.

ARTICLE 2 - MEMBERSHIP 2.1 Categories of Membership

The Board of Directors may from time to time determine the classes of persons, firms, corporations or organizations eligible for membership in the Corporation. Until otherwise determined by the board of directors the following classes shall be eligible for membership;

a) Full membership
b) Recreational membership c) Associate membership
d) Mini/Atomic membership e) Individual membership

The Board of directors may from time to time create additional classes of membership, including membership ex officio.

2.2 Admission of Members

No individual or group shall be admitted as a member unless they:
a) Have paid membership dues as determined by the board
b) Have completed the required application form as set forth by the board of directors c) Are approved by the board of directors as a member
d) Satisfiy the qualifications for membership as stated in these bylaws
e) Are not subject to a disciplinary investigation or action of the society.

2.3 Full Members – Fully registered indoor and outdoor senior league teams, all fully registered age class teams, and fully registered youth and adult outdoor teams who are in good standing with the corporation.

2.4 Recreational Members – Non-fully registered senior indoor and outdoor teams, universities, colleges and public, private and first nations schools, and house league teams who are in good standing with the corporation.

2.5 Associate Members – Fully registered officials in good standing with the Corporation.

2.6 Mini/Atomic Members – Mini/Atomic Volleyball membership is a membership of all athletes involved in Mini/Atomic Volleyball Programs across Nova Scotia. These members received limited services.

2.7 Individual members - Any individual that supports the purpose of the Corporation are eligible to be an individual member.

2.8 Voting rights of Members

Members shall have the following voting rights at all meetings of the members:
a) Full members shall appoint a representative who will be entitled to one vote per

registered team.
b) Recreational members may attend and participate in meetings of the members but

are not entitled to a vote.
c) Associate members shall appoint a representative who will be entitled to one vote for every twelve(12) members registered.
d) Mini/Atomic members may attend and participate in meetings of the members but are not entitled to a vote.
e) Individual members may attend and participate in meetings of the members but are not entitled to a vote.
f) An individual shall only be entitled to carry voting privileges on behalf of one registered group
g) When a person serves in more than one capacity, which would entitle the person to vote on behalf of more than one registered group, that person may designate another member of their team, group or committee.

2.9 Year – the membership year for the Corporation shall be in accordance with Volleyball Canada.

2.10 Dues – membership fees for all categories of members shall be determined and approved at the Annual General Meeting.

Withdrawal, Suspension and termination of Membership

2.11 Resignation – members may resign in writing which will be effective upon acceptance by the board of directors. In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the Corporation prior to acceptance of his resignation.

2.12 Arrears – a person who has failed to pay his membership dues thirty days after demand has been made therefore shall cease to be a member upon notification to that effect, but may be re-admitted upon paying all arrears.

2.13 Discipline – in addition to suspension or expulsion for failure to pay membership dues, a member may be suspended or expelled from the Corporation in accordance with the Corporationʼs policies and procedures relating to discipline of members.

ARTICLE 3 - GOVERNANCE

Composition of the Board

3.1 Directors – the Board of Directors shall consist of the following officers A. Executive

1) President 2) Secretary

3) Treasurer
4) Marketing/Sponsorship Lead 5) Elite Indoor Chair
6) Elite Beach Chair
7) Regional Representatives (6) 8) Regional Officials Chair

B. Ex-officio 1) Executive Director 2) Technical Director

3) Past President

3.2 Number of Directors – The Board of Directors for the Corporation shall be managed by a board not less then four (4) and not more than fourteen (16), the exact number within such limits to be designated by the board of directors from time to time.

3.2.1 Definition of VNS Regions - VNS Regions consist of the following:
1) Cape Breton (Victoria, Richmond, Inverness and Cape Breton counties) 2) Highland (Antigonish, Pictou and Guysborough counties)
3) Fundy (Colchester, Cumberland and Hants counties)
4) Valley (Kings, Annapolis and Digby Counties)
5) South Shore (Yarmouth, Shelburne, Queens and Lunenburg counties) 6) Metro (Halifax county)

Powers of the Board

3.3 Powers of the Corporation – except as otherwise provided in the act, or these By- laws, the Board has the powers of the Corporation and may delegate any of its powers, duties and functions.

3.4 Managing the Affairs of the Corporation – the Board may make any policies and procedures for managing the affairs of the Corporation in accordance with the Act, and these By-laws.

3.5 Discipline – The board may make policies and procedures (Discipline Policy) relating to discipline of members, and shall have the authority to discipline members in accordance with such policies and procedures. This must be approved by the Board by a 3/4 majority of voting members.

3.6 Dispute Resolution - The board may make policies and procedures relating to management of disputes (Dispute Policy) within the Corporation and all disputes shall be dealt with in accordance with such policies and procedures.

Conflict of Interest

3.6.1 Conflict of Interest policy - The board may make policies and procedures relating to conflicts of interest (Conflict of Interest Policy) within the Corporation and all perceived or real conflicts of interest shall be dealt with in accordance with such policies and procedures.

3.6.2 Board/Committee Conflict of Interest - A director, or member of a committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Corporation shall disclose fully and promptly the nature and extent of such interest to the board or committee, as the case may be, shall refrain from voting or speaking in debate on such contract or transaction, shall refrain from influencing the decision on such contract or transaction, and shall otherwise comply with the requirements of the Act regarding conflict of interest.

Employment

3.7 Employment of Individuals – The board may employ such individuals, as it deems necessary to carry out the work of the Corporation.

Election and Appointment of Directors

3.8 Election of Directors – One half of the board shall be retired at each annual meeting, but shall be eligible for re-election if otherwise qualified. Only voting delegates may elect directors, with the exception of the Past-President who shall become a director automatically, by show of hands unless any member demands ballot. Any Active member of the Society shall be eligible to be elected a director of the Society. In the absence of nominations for any position, the retiring officer will be asked to assume the position for an additional year. In the event no individual is appointed to a Board position at the AGM, the Board shall have the authority to appoint a person when one becomes available.

3.8.1 Election of the ROC - Fully registered officials shall nominate their ROC to fill the ROC Director position on the VNS board, subject to the election procedures in section 3.8.

3.8.2 Regional Representatives - The Regional representatives shall be nominated by members of their region to serve on the Board of VNS, subject to the election procedures in section 3.8.

3.9 Length of Term – each director shall be elected to hold office until the second annual meeting after he shall have been elected or until a successor have been duly elected and qualified except for the elite beach and indoor chairs who will be elected for a 4 year period at the beginning of each Canada Games cycle.

3.10 Vacancies to the Board of Directors – vacancies on the Board, however caused, may, so long as quorum of directors remain in office, be filled by the directors from among qualified members of the corporation, if they shall see fit to do so, otherwise vacancies shall be filled at the next annual meeting of the members. If there is no quorum of directors the remaining directors will call a meeting of the members to fill the vacancy.

Resignation and Removal of Directors

3.11 Resignation – A director may resign from the board at any time by presenting in writing his notice of resignation to the board. This resignation shall become effective the date on which the request is accepted by the board.

3.12 Removal by Members – the members of the Corporation may, by resolution passed at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of votes cast at the meeting, elect any person in his stead for the remainder of his term.

3.13 Removal by Directors – Any board member, who without reasonable excuse, has been absent from three consecutive meetings, or who has been suspended/expelled from VNS shall be considered to have vacated his/her office. For dereliction of duty, physical incapacity, a Board Member may be removed by a majority vote by the Board. The Board may appoint, by reason of above, or resignation, a person to fill the unexpired term of such a member until the next Annual Meeting at which time an election must be held to fill the unexpired term. The member who has been so removed may appeal the decision of the Executive to a general meeting.

Meetings of the Board

3.13 Quarterly Meetings – The directors should meet at least quarterly at about the following times. February, June, September and November. These meetings should have specific goals in place. Other meeting may be called as issues and work dictates.

3.14 Notice – No formal notice of any meetings of the board shall be necessary if all directors are present, or if those in absence have signified their consent to the meeting being held in their absence. Notice of meetings shall be delivered, telephoned or emailed to each director no less then forty-eight (48) hours or mailed to each director no less then five (5) days before the meeting is to take place.

3.15 Error in Notice – No error or omission in giving any notice for a meeting of directors shall invalidate a meeting or invalidate or make void and proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

3.16 Quorum – a minimum of 50% of currently filled voting members of the board shall form quorum for the transaction of business.

3.17 Location of Meeting – the board of directors may hold its meetings at such place or places as it may from time to time determine.
3.18 Telephone Meetings – a meeting of the board may be held by telephone conference call. Where any director is unable to attend a meeting, that director may participate in the meeting by means of telephone and shall be considered having attended the meeting.

3.19 Electronic Meetings – a meeting of the board may be held electronically by email, or other digital networking technologies.

3.20 Chair – the President will chair meetings of the board, if the President is absent from the meeting another voting Board member shall chair the meeting.

3.21 Voting – questions arising at any meeting of the board shall be decided by a majority of vote. The Chair shall not vote, except in the case of an equality of votes. The vote shall be taken by assent or dissent unless ballot demanded by any director present.

3.22 Proof of Vote – a declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the numbers or portions of the votes recorded in favor of or against such resolution.

3.23 Proxy Vote- No proxy votes shall be accepted

Directors of the Board

3.24 Make up of the Board – the directors of the Corporations shall include, President, Secretary, Treasurer, Marketing/Sponsorship Lead, Elite Beach and Indoor Chairs,, Regional Representatives (6), Executive Director, Technical Director, Past President and Regional Officials Chair. The duties of the Directors are as follows:

3.24 (1) Duties of the President

• Attend Volleyball Canada meetings and vote as a representative of VNS;
• Serves as one of the signing authorities of the Corporation;
• Oversee all activities of the Executive Director and VNS, including but not limited to the following:

o Financial management in conjunction with ED and Treasurer;

o Execution of all VNS programs; o All committee functions.

• Deal with issues arising within organization that are not appropriate for ED to deal with (ex: appeals, conflict resulting from programs, etc.)
• Responsible for guiding the Strategic Planning of the organization with the executive;
• Provides leadership on the organizational development of VNS, ensuring adherence to the mission, vision and objectives of the organization;

• Responsible for maintaining positive relationships between the members and the executive and board members;
• Responsible for the recruitment and retention of new members to the organization and to the board.

3.24 (2) Duties of the Secretary
• Provides to the President and Board members minutes following the meetings outlining the events of the meetings and the actions required before the next meeting; • Plans and executes the associations AGM;
• Assists the Marketing and Sponsorship Lead in their duties.

3.24 (3) Duties of the Treasurer
• Oversees the financial management of VNS;
• Provides insight into the financial position of the organization.
• Serves as a signing officer for the organization, thus signing all cheques issued by VNS.
• Acts as a liaison with the ED on all revenue and expense items.
• Provides guidance to the ED and the executive on the budgeting process and quarterly reviews the organizationsʼ cash flow.
• Assists in preparing budgets, year-end financial reports, and quarterly financial statements.

3.24 (4) Duties of the Marketing/Sponsorship Lead
• This individual will lead a marketing committee and recruit 2-5 committee members to sit on the committee, which will meet every quarter
• Provide minutes to the executive following each committee meeting.
• Responsible for organizing all award nominations for VNS to forward to Sport Nova Scotia, Volleyball Canada, etc.). This will include preparing a call for nominations, preparation of the nominations and submitting of the nominations.
• Attends all board meetings with a report outlining all activities leading up to the meeting;
• Will work with ED and develop a marketing plan and sponsorship goals within organization, and execute this plan.
• Act as a liaison with ED on creating an awareness plan for VNS at all events
• Identify sponsors and create sponsorship relations.

3.24 (5) Duties of the Elite Indoor Chair
• This individual will lead the Elite Committee and recruit 2-5 committee members to sit on the committee which will meet every quarter
• Provide minutes to the executive following each committee meeting.
• Attends all board meetings with a report outlining all activities leading up to the meeting;

• Creates and guides elite programs through the 4-year cyclic plan.

• Develops and revises provincial team policies and procedures.

• Hires provincial team coaches

• Monitor all provincial team programs and conducts evaluation of each provincial team

  program

• Liaises with the Elite Beach Chair to coordinate programs.

  3.24 (6) Duties of the Elite Beach Chair
  • This individual will lead the Elite Beach Committee and recruit 2-5 committee members to sit on the committee which will meet every quarter
  • Provide minutes to the executive following each committee meeting.
  • Attends all board meetings with a report outlining all activities leading up to the meeting;

• Creates and guides elite beach programs through the 4 year cyclic plan.

• Develops and revises provincial beach team policies and procedures.

• Hires provincial beach team coaches

• Monitor all provincial beach team programs and conducts evaluation of each provincial

  team program.

• Liaises with the Elite Indoor Chair to coordinate programs.

  3.24 (7) Duties of the Regional Representatives
  • These individuals will represent their respective region and bring forward issues to the ED and the Board.
  • Attends all board meetings with a report outlining all activities leading up to the meeting;
  • Disseminate information from VNS board meetings to their regions
  • Work with the ED and TD to coordinate and improve Indoor and Beach Age Class

  competitions and Provincial Championships
  • One will act as Chair of the Operations Manual Committee.

  3.24 (8) Duties of the Regional Officials Chair
  Represent officials at all VNS meetings, or if unavailable to attend, ensure adequate representation on behalf of the officials;
  Prepare an annual report to VNS to present at the AGM;
  Be able to designate any of the above duties to any executive member of the officials association;
  Be responsible for the training of all levels of officials in the province;

Be responsible for communicating all rule interpretations to VNS;
Represent the province at the annual Regional Officials Chairpersonʼs meeting;
Be responsible for the assigning of officials to VNS sanctioned tournaments;
Nominate to the National Officials Chairperson (NOC), or directly assign, officials to any National or International matches or tournaments held within or outside the province;

3.24 (8) Duties of the Executive Director
• Development, implementation and achievement of priorities/action plan as outlined by the Board of VNS
• Development of all funding applications and proposals for any Sport granting agency programs, and corporate partnerships related to the achievement of strategic priorities and financial goals
• Responsible for the growth of membership, particularly in identified communities and demographics of the Province where growth opportunities exist
• Responsible for effective and efficient communications programs with all key stakeholders
• Policy development and implementation
• Other duties, as directed by the Board.

3.24 (9) Duties of the Technical Director
The Technical Director is responsible for the planning, organization, implementation, monitoring and evaluation of all development and educational programs for coaches and athletes at all levels. Along with being the head coach of one of our provincial teams the Technical Director will participate in the development process for coaches and course facilitators for the National Certification (NCCP) programs.

The Technical Director will also work directly with volleyball clubs and organizations throughout the province to assist them with coach and player development opportunities, particularly as it applies to the newly created Mini Volleyball and Atomic Volleyball programs.

3.24 (10) Duties of the Past President
• Responsible for providing guidance and direction in regards to governance and

special projects.
• Ensures that meetings proceed in accordance with association bylaws and

standards.
• Acts as a resource person for a newly appointed president

Committees

3.26 Constitution of Committees – the following committees namely, Marketing/Sponsorship Committee, Elite Indoor Committee, and Elite Beach Committee shall be constituted to assist the directors in carrying on the affairs of the Corporation.

3.26(1) Marketing/Sponsorship Committee -promote, communicate and advocate in the best interest of the organization and its members. In addition, to develop partnerships that benefits the organization and its members.
- Chaired by the Marketing Team Lead

- Made up of 2 –5 committee members who meet quarterly
- Members of the committee should have a background in business and/or marketing experience
- Develop a marketing plan for the organization and follow this plan
- Develop a fundraising plan for the organization and follow this plan
- Identify and create sponsorship / partnership relationships
- Develop a strategy for raising the profile of VNS and itʼs programs
- Work with the ED to improve communications with members and general public (website, email etc.)

3.26(2) Elite Indoor Committee - Oversee and guide VNSʼs elite indoor programs. - Chaired by the Elite Indoor Chair
- Made up of 2 – 5 committee members who meet quarterly
- Develop and follow a 4 year cyclical plan leading towards Canada Games.

- Develop and revise regional and provincial team policies and procedures - Assist with creating Provincial Team budgets
- Hire and evaluate Provincial Team coaches

3.26(3) Elite Beach Committee - Oversee and guide VNSʼs elite beach programs the development of beach volleyball in Nova Scotia
- Chaired by the Elite Beach Chair
- Made up of 2 – 5 committee members who meet quarterly

- Develop and follow a 4 year cyclical plan leading towards Canada Games.
- Develop and revise regional and provincial beach team policies and procedures
- Assist with creating Provincial Beach Team budgets
- Hire and evaluate Provincial Beach Team coaches
- Work with the ED to create the Youth and Senior beach volleyball event and program schedules
- Assist in planning and organizing Beach events
- Work with the Marketing Committee to promote beach volleyball events and programs - Develop and revise beach competition policies and procedures
- Liaise with beach members and stakeholders

3.26(4) Operations Manual Committee Oversee the yearly production and dissemination of the Operations Manual
- Chaired by one of the Regional representatives
- Made up of 2 – 5 committee members who meet as required

- Creates/updates the Operations Manual by Dec 31 of each year

3.27 Membership of Committees – for each of the aforesaid committees the Director leading the committee shall annually or more often appoint no less than one (1) and no more than eight (8) members of the corporation to be members of each of the aforesaid committees and shall act as Chairperson of the committee. Each committee must include at least one director. Ordinary members and associate members shall be eligible for appointment to committees. The President shall be an ex officio member of each such other committee. The Board may assign staff as non-voting members to any of the committees.

3.28 Meetings – the Executive Director shall be a non-voting member of all standing committees. The committee may meet for the transaction of business, adjourn and otherwise regulate their meetings as they see fit. The minutes of each meeting must be forwarded onto the board of directors within (14) days of any committee meeting.

3.29 Voting – questions arising at any meeting of a committee shall be decided by a majority of votes, and in case of an equality of votes, the Chairperson shall have a second or casting vote.

3.30 Other Committees – the board of directors from time to time may constitute such other committees as it deems necessary and shall prescribe their duties.

3.31 Removal – the board may remove with cause any member whom has been appointed to any committee.

3.32 Reports - Each standing committee shall establish an operating policy and procedures to satisfy the terms of reference and shall publish same, further, each committee shall file a report for each Annual Meeting and file a specific report at the request of the Corporation

3.33 Remuneration - The directors, officers and committee members shall receive no remuneration for acting as such, but may be paid reasonable expenses incurred in the performance of their duties in accordance with policies approved by the board of directors.

ARTICLE 4 - MEETINGS OF MEMBERS

General Meetings

4.1 General Meeting – The board of directors, the President , or the Secretary upon written request by four voting members of VNS shall have power to call at any time a general meeting of the members of the Corporation. The President of VNS shall preside as chairperson at every general meeting. If there is no President or if, at any meeting he/she is not present at the time of the holding of the same, the members present shall choose one of their members to be chairperson.

4.2 Annual General Meeting – the Corporation shall hold a general meeting of the members of the Corporation at the head of office of the Corporation or elsewhere in Nova Scotia as the board of Directors may determine and on such a day as the said directors shall appoint. This must occur within 90 days of the fiscal year end. All duly registered members may attend as Annual General Meeting

4.3 Adjournments – any meeting of the Corporation or of the directors may be adjourned to any time and from time to time any such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment.

4.4 Quorum – a quorum for the transaction of business at any meeting of the members shall consist of not less than four members present in person and having the right to vote according to Article 2, Voting Rights of Members, 2.7.

4.5 Business at Meetings – The Order of business at Annual Meetings shall be: - Minutes of the Previous Meeting
- Presidentʼs Address
- Annual Reports and Financial Statements

- Election of Officers
- Unfinished Business - New Business
- Adjournment

4.6 Proxy – voting by proxy shall not be permitted.

4.7 Notice – No public notice, nor advertisement of members meetings, annual or general, shall be required, but notice of time and place of every such meeting shall be given to each voting member by sending the notice by prepaid mail or e-mail at least twenty-one (21) days before the time fixed for the holding of such meetings.

4.8 Voting – subject to the provisions of the By-laws of the Corporation, each member of the Corporation shall be entitled at all meetings of the members to the number of votes set forth in Article 2, point 2.7. All motions at meetings of the members shall be decided by majority vote of the voting members unless otherwise required by the By-laws of the Corporation. Every motion shall be decided in the first instance by a ballot. In the case of an equality of votes at any general meeting, the Chairperson shall be entitled to a second and casting vote. All voting delegates must present their credentials at the Annual General Meeting. Board members each have a vote.

4.9 Proof of Vote – a declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie

proof of the fact without proof of the numbers or portions of the votes recorded in favor of or against such resolution.

ARTICLE 5 - FINANCE AND MANAGEMENT

5.1 Fiscal Year – unless otherwise designated by resolution of the board of directors, the fiscal year of the Corporation shall terminate on the last day of October in each year.

5.2 Auditor – at each annual general meeting the members shall appoint an auditor.

5.3 Signing Authority – cheques, bills of exchange, deeds, transfers, licenses, contracts and engagements or other instruments on behalf, or in the name, of the Corporation shall be signed by any two (2) designated officers of the corporation.

5.4 Borrowing – the directors of the Corporation may without authorization of the members:
a) Borrow money on the credit of the Corporation
b) Issue, re-issue, sell or pledge debt obligations of the Corporation

c) Subject to section 42 of the Act, give a guarantee on behalf of the Corporation to secure performance of an obligation of any person
d) Mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure ant obligations of the Corporation.

5.5 Voting Shares & Securities in Companies – all of the shares or other securities carrying voting rights of any other company held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholders, debenture holders or holders of other securities of such person or persons as the board of directors of the Corporation shall from time to time determine. The duly authorized signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies, and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine.

5.6 Deposit of Securities for Safekeeping – the securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agents or agents of the Corporation, and in such a manner as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institutions, which may be so selected as custodians of the board of directors, shall be protected in acting in accordance with the directions of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

5.7 Books and Records – The directors shall see that all necessary books and records of the Corporation required by the By-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

ARTICLE 6 - INDEMNIFICATION

6.1 Shall Indemnify – every director or officer of the Corporation or other person who has undertaken or is about to undertake and liability on behalf of the Corporation and their heirs, executors and administrators, and estate and effect, respectively, shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Corporation, from and against:

a) All costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office or in respect of any such liability.

b) All other costs, charges or expenses, which he sustains or incurs in or about or in relation to the affairs thereof.

6.2 Shall Not Indemnify – directors and officers shall not be indemnified if any of the above has occurred through his own wrongful and willful act, neglect or default.

6.3 Protection of Directors and Officers – no director or officer for the time being of the Corporation shall be liable for:
a) The acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act of conformity.

b) Any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation.
c) The insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested.

d) Any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm, or corporation, including any person, firm or corporation with whom or which moneys, securities or effects shall be lodged or deposited.
e) Any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation.

f) Any other loss, damage or misfortune whatever, which may happen in the execution of the duties of his respective office or trust in relation thereto.

Directors or officers shall be held liable if the same shall happen by or through his own wrongful and willful act, neglect or default.

ARTICLE 7 - NOTICE

7.1 Notice – Whenever under the provisions of the By-laws of the Corporation, notice is required to be given, such notice may be given either personally or electronically or by depositing same in a post office or public letter-box, in a prepaid, sealed wrapper addressed to the director, officer or member at his or their address as the same appears on the books of the Corporation. A notice or other document so sent shall be held to be sent at the time when the same was deposited in a post office or public letter-box as foresaid, or, if telegraphed, shall be held to be sent when the same was handed to the telegraph company or its messengers.

7.2 Error in Notice – no error or omission in giving notice of an annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void and proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

ARTICLE 8 - AMENDMENT OF BY-LAWS

8. 1 Special Resolution – these By-laws may only be amended, revised, repealed or added to by a Special Resolution at a General Meeting. Special resolution means 3/4 of the vote.

8. 2 Notice – the written notice of the General meeting of the Corporation must include the resolution to change the By-laws.

Article 9 - BANKING

9.1 Bank Accounts - The Treasurer and the Executive Director shall arrange for the opening of a bank account in a chartered bank or trust company in which funds of VNS shall be deposited and withdrawals made by cheque signed by two of three persons as may be authorized by resolution of the Board. The Treasurer and President of VNS shall monitor and control all accounts of Volleyball Nova Scotia through liaison with the Executive Director.

9.2 Payments - The Board and the Executive Director shall be responsible for the payment of all accounts of VNS and shall make such regulations as it deems necessary to deal with payment of regular current accounts.

9.3 Contracts and Deeds - The President and Treasurer jointly are authorized to execute all contracts, deeds, bills of exchange and other instruments and documents on behalf of VNS and the officers may seal the sale documents with the VNS seal.

9.4 Auditing - The Board may appoint an auditor or auditors to perform a review or audit of the association finances as often as deemed necessary.