Approved in February 2026
VOLLEYBALL PEI
BY-LAWS
ARTICLE I GENERAL
1.1 Purpose – These By-laws relate to the general conduct of the affairs of Volleyball PEI.
1.2 Definitions – The following terms have these meanings in these By-laws:
a) Act – the Prince Edward Island Companies Act, and any statute that may be substituted therefor, as from time to time amended.
b) Articles – the instrument that incorporates the Corporation or modifies its incorporating instrument, including articles of incorporation, restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent or a special act.
c) Auditor – an individual, partnership, or corporation appointed by the Members at the Annual Meeting to audit the books, accounts, and records of the Corporation for a report to the Members at the next Annual Meeting in accordance with the Act.
d) Board – the Board of Directors of the Corporation.
e) Corporation – Volleyball PEI.
f) Days – days including weekends and holidays.
g) Director – an individual elected or appointed to serve on the Board pursuant to these By-laws.
h) In Writing or Written – shall include both hard copy and electronic communication and any other modes of representing or reproducing words in visible form determined appropriate by the Board.
i) Officer – an individual elected or appointed to serve as an Officer of the Corporation pursuant to these By-laws.
j) Ordinary Resolution – a resolution passed by a majority of the votes cast on that resolution or consented to by all voting Members entitled to vote on that resolution.
k) Special Resolution – a resolution passed by not less than two-thirds of the votes cast on that resolution.
1.3 Registered Office – The registered office of the Corporation will be located within the Province of Prince Edward Island.
1.4 Seal of the Corporation – The Corporation may have a seal, which may be adopted and may be changed by Ordinary Resolution of the Board. The seal will be in the custody of the Secretary.
1.5 No Gain for Members – The Corporation will be carried on without the purpose of gain for its Members and any profits or other accretions to the Corporation will be used in promoting its objects.
1.6 Ruling on By-laws – Except as provided in the Act, the Board will have the authority to interpret any provision of these By-laws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Corporation.
1.7 Conduct of Meetings – Unless otherwise specified in these By-laws, meetings of the Members and meetings of the Board will be conducted according to Robert’s Rules of Order (current edition).
1.8 Interpretation – Words importing the singular will include the plural and vice versa and words importing persons will include bodies corporate. Words importing an organization name, title, or program will include any successor organizational name, title, or program.
ARTICLE II MEMBERSHIP
2.1 Categories – The Corporation has the following categories of Member:
a) Sanctioned Club – a volleyball club with registered amateur team(s), players, coaches and administrators who are registrants of good standing (sanctioned clubs must appoint an individual to be the point of contact and representative of the club). Clubs operating solely for the purposes of Volleyball PEI Spring league only will not be considered as a Sanctioned Club.
b) Director Member – An individual who is elected or appointed as a Director of the Corporation in accordance with the By-laws.
2.2 Registration – Each category of Member must register with the Corporation and agree to abide by the Corporation’s By-laws, policies, procedures, rules and regulations.
Authority of Members
2.3 Membership Authority – The Members of the Corporation will have the following powers:
a) To appoint the Auditor
b) To amend the By-laws
c) To elect Directors; and
d) As provided in the Act and in these By-laws
Admission and Renewal of Members
2.4 Admission and Renewal of Members – Excluding Director Members who are members by virtue of being a Director, any candidate of Sanctioned Club membership will be admitted or renewed as a Member if the candidate:
a) Makes an application for membership in a manner prescribed by the Corporation;
b) Was previously a Member, the candidate member was a Member in good standing when the candidate ceased to be a Member;
c) Has paid fees as prescribed by the Board;
d) Agrees to uphold and comply with the Corporation’s governing documents;
e) Meets any other condition of membership determined by the Board;
f) Has met the applicable definition listed in Section 2.1; and
g) Has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.
Membership Fees and Duration
2.5 Duration – Unless otherwise determined by the Board, Sanctioned Club membership with the Corporation begins on the date the Board (or designate) accepts the candidate member’s registration and ends on August 31st when the Member resigns or is terminated from membership. Director membership begins on the date the individual is appointed or elected a Director and ceases when the individual is no longer a Director.
2.6 Fees – Membership fees will be determined by the Board.
2.7 Deadline – Members will be notified in writing of the membership fees at any time payable, and if the membership fees are not paid within sixty (60) days of the membership renewal date or notice of default, the Member in default will automatically cease to be a Member of the Corporation.
Compliance, Transfer, Suspension, and Termination of Membership
2.8 Policy Compliance – As a condition for membership, a Member (or the Member’s parent/guardian, on behalf of the Member, if the Member is younger than 18 years old) must comply with the Corporation’s policies and procedures, as may be modified or updated at the discretion of the Board (or designate). Failure to comply with the Corporation’s policies and procedures may results in discipline, or suspension or termination of membership.
2.9 Transfer – Membership in the Corporation is non-transferable.
2.10 Suspension – A Member may be suspended, pending the outcome of a discipline hearing in accordance with the Corporation’s policies related to discipline, or by Special Resolution of the Board at a meeting of the Board provided the Member has been given notice of and the opportunity to be heard at such meeting.
2.11 Effects of Suspension – A suspended Member is not in good standing, may not vote at meetings of the Members, is not permitted to have any sport-related involvement with the Corporation, and may be subject to a probationary period before being reinstated to good standing.
2.12 Termination – Membership in the Corporation will terminate immediately upon:
a) The expiration of the Member’s membership, unless renewed in accordance with these By-laws;
b) The Member fails to maintain any of the qualifications or conditions of membership described in Section 2.1 of these By-laws;
c) Resignation by the Member by giving written notice to the Corporation;
d) Dissolution of the Corporation;
e) A decision made by the Board (or designate) or a disciplinary panel in accordance with these By-laws or the Corporation’s policies;
f) The Member’s death; or
g) By Ordinary Resolution of the Board or of the Members at a duly called meeting, provided fifteen (15) days’ notice is given and the Member is provided with reasons and the opportunity to be heard. Notice will set out the reasons for termination of membership and the Member receiving the notice will be entitled to submit a written submission opposing the termination.
2.13 May Not Resign – A Member may not resign from the Corporation when the Member is subject to disciplinary investigation or action by the Corporation.
2.14 Arrears – A Member will be expelled from the Corporation for failing to pay membership dues or monies owed to the Corporation by the deadline dates prescribed by the Board. Any dues, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due.
2.15 Discipline – A Member may be disciplined in accordance with the Corporation’s policies and procedures relating to the discipline of Members or, upon fifteen (15) days’ written notice to a Member the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws. The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than five (5) days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.
Good Standing
2.16 Definition – A Member will be in good standing provided that the Member:
a) Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;
b) Has completed and remitted all documents as required by the Corporation;
c) Has complied with the By-laws, policies, and rules of the Corporation;
d) Is not subject to a disciplinary investigation or action by the Corporation, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
e) Has paid all required membership fees.
2.17 Privileges of Good Standing - Subject to these By-laws and other governing documents of the Corporation, Members in good standing may be entitled to the following privileges:
a) To attend, participate, and vote at meetings of the Members;
b) To participate in the Corporation’s activities; and
c) To participate in other events associated with the Corporation.
2.18 Cease to be in Good Standing – Members that cease to be in good standing, as determined by the Board (or designate) or a disciplinary panel, will not be entitled to vote at meetings of the Members or be entitled to the benefits and privileges of membership until such time as the Board is satisfied that the Member has met the definition of good standing.
ARTICLE III MEETINGS OF MEMBERS
3.1 Annual Meeting – The Corporation will hold an Annual Meeting of Members at such date, time and place as determined by the Board within the Province of Prince Edward Island. The Annual Meeting will be held once every calendar year. Any Member, upon request, will be provided, not less than ten (10) days before the Annual Meeting, with a copy of the approved financial statements and auditor’s report (if any).
3.2 Special Meeting – A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board or upon the written requisition of the greater of four members or twenty-five percent (25%) or more of the voting Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within twenty-one (21) days from the date of the deposit of the requisition.
3.3 Business – All business transacted at a Special Meeting and all business transacted at an Annual Meeting (except consideration of the financial statements, presentation of the auditor’s report (if any); the election of Directors; and re-appointment of the incumbent auditor (if any)) is special business. The business transacted at the Annual Meeting shall include:
a) Receipt of the agenda;
b) Receipt of the minutes of the previous Annual Meeting and subsequent Special Meetings (if any);
c) Reports;
d) Consideration of the financial statements;
e) Report of the auditor (if any);
f) Reappointment or appointment of the auditor (if any) and to fix the remuneration of the auditor or authorize the Board to fix such remuneration;
g) Election of Directors; and
h) Such other business or special business as may be set out in the notice of meeting which will include the nature of the business in sufficient detail to permit a Member to form a reasoned judgement on the business and the text of any Special Resolution to be submitted at the meeting.
3.4 Participation/Holding by Electronic Means – Any person entitled to attend a meeting of Members may participate in the meeting by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting if the Corporation makes such means available. A person so participating in a meeting is deemed to be present at the meeting. The Board or Members, as the case may be, may determine that the meeting be held entirely by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting.
3.5 Notice – Written or electronic notice of the date of the Annual Meeting of the Members will be given to all Members in good standing, Directors, and the Auditor (if appointed) at least fourteen (14) days and not more than fifty (50) days prior to the date of the meeting and the notice will state the date, time, place and general nature of the business to be conducted at the meeting. A further notice will be provided ten (10) days prior to the date of the meeting containing a proposed agenda and reasonable information to permit Members to make informed decisions. Notwithstanding the foregoing provisions of this Section, a notice of a meeting of the Members is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or other electronic means. If a person may attend a meeting of the Members by telephonic or other electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.
3.6 Waiver of Notice – Any person who is entitled to notice of a meeting of the Members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called in accordance with these By-laws.
3.7 Error or Omission in Giving Notice – No error or omission in giving notice of any meeting of the Members shall invalidate the meeting or make void any proceedings taken at the meeting.
3.8 New Business – No other item of business will be included in the notice of the meeting of the Members unless notice in writing of such other item of business, or a Member’s proposal, has been submitted to the Board thirty (30) days prior to the meeting of the Members in accordance with procedures as approved by the Board. Copies of all such proposals together with copies of any amendments thereto then proposed by the Board and copies of all resolutions put forward by the Board shall be sent to all Members with the agenda and the notice calling an Annual Meeting. The Board may by Ordinary Resolution agree to reduce or waive the thirty (30) day notice provision.
3.9 Quorum –Eight (8) voting Members present will constitute a quorum. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
3.10 Scrutineers – At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted.
3.11 Adjournments – With the majority consent of the Members present and after quorum is ascertained, the Members may adjourn a meeting of Members and no notice is required for continuation of the meeting if the meeting is held within thirty (30) days. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
3.12 Attendance – The only persons entitled to attend a meeting of the Members are the Members, the parents or guardians of a Member if the Member is younger than 18 years old, delegates representing Members, the Directors, the auditors of the Corporation, and others who are entitled or required under any provision of the Act to be present at the meeting. Any other person may be admitted only if invited by the Chair or with the majority consent of the Members present.
3.13 Chair – The President will be the Chair of all meetings of Members unless another individual is designated by the President or appointed by the Board and approved by an Ordinary Resolution of the voting Members in attendance.
Voting at Meetings of Members
3.14 Voting Rights – Members in good standing at the time of the meeting of the Members at which a vote is to be taken have the following voting rights at all meetings of the Members:
a) Sanctioned Club – one (1) vote each
b) Director Member – one (1) vote each.
3.15 Delegates – Member clubs will appoint in writing (inclusive of electronic notice) to the Corporation, seven (7) days prior to the meeting of Members, the name of the Delegate, or alternate Delegate to represent the Member. Delegates must be at least eighteen (18) years of age, of sound mind, and be acting as the Member’s Delegate.
3.16 Record Date for Voting – The Board may set a date as the record date for the purpose of determining Members entitled to vote at any meeting of Members. The record date must not precede the date on which the meeting is to be held by more than ten (10) days. If no record date is set, the record date is 5:00pm on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.
3.17 Proxy Voting – Proxy voting is not permitted.
3.18 Voting by Electronic Means – A Member may vote by electronic means if:
a) The Corporation has made available a procedure that permits voting by mail, telephonic, or electronic means; and
b) The votes may be verified as having been made by the Member entitled to vote.
3.19 Determination of Votes – Votes will be determined by a show of hands, orally, or electronic ballot, except in the case of elections which require a secret ballot, unless a secret or recorded ballot is requested by a Member.
3.20 Majority of Votes – Except as otherwise provided in these By-laws, the majority of votes will decide each issue. In the case of a tie, the issue is defeated.
ARTICLE IV GOVERNANCE
Composition of the Board
4.1 Directors – The Board will consist of between five (5) and eleven (11) Directors-at-Large.
4.2 Number of Directors – The number of Directors will be fixed by a Special Resolution of the Members and filed with the Director of Corporations.
4.3 Directors-at-Large – Directors-at-Large may be appointed, by the Board, to serve in Officer positions (see: Article V) and/or as Directors of various portfolios related to the operations of the Corporation. Directors-at-Large may have more than one portfolio and may be assigned and removed duties by Ordinary Resolution of the Board.
4.4 Past President – The immediate Past President of the Corporation (or another Past President, at the Boad’s discretion) may be appointed into the position of Past President provided that this individual is interested in serving in the position and has been approved by Ordinary Resolution of the Board. The Past President is a Board Observer and not a Director.
Eligibility of Directors
4.5 Eligibility – To be eligible to serve as a Director, an individual must:
a) Be eighteen (18) years of age or older;
b) Not be a paid employee of the Corporation;
c) Have not been declared incapable by a court in Canada or in another country; and
d) Not have the status of bankrupt.
Election of Directors
4.6 Nominations Committee – The Board may appoint a Nominations Committee. If appointed, The Nominations Committee will be responsible to solicit and receive nominations for the election of the Directors.
4.7 Nomination – Any nomination of an individual for election as a Director will:
a) Include the written consent of the nominee by signed or electronic signature;
b) Comply with the procedures established by the Nominations Committee (if appointed) if no committee, must be nominated by at least one voting member; and
c) Be submitted to the Registered Office of the Corporation ten (10) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board.
d) In the event of a vacancy or contested position, and there is no nominating committee, a member shall be limited to nominating one candidate per vacancy.
4.8 Incumbents – Current Directors wishing to be re-elected are not subject to nomination but must notify the Board of their interest in re-election ten (10) days prior to the Annual Meeting.
4.9 Nominations from the Floor – A)An individual will be permitted to be nominated from the floor at a meeting of the Members. Such nomination will require the approval three or more of the voting Members present and will also require the nominee in attendance at the meeting and verbal or written acceptance of the nomination.. B) In the event of a vacancy or contested position, a member shall be limited to nominating one candidate per vacancy.
4.10 Circulation of Nominations – Valid nominations will be circulated to Members at the Annual Meeting prior to the elections.
4.11 Election – At each meeting of the Members at which elections are held, elections will be held for any Director position for which the incumbent Director’s term is expiring and/or any Director position that is vacant.
4.12 Election – Directors will be elected at each Annual Meeting in accordance with the following rotation:
a) Between one (1) and four (4) Directors
b) Between one (1) and four (4) Directors
c) Between two (2) and three (3) Directors
4.13 Director-at-Large Elections – Elections for Director-at-Large positions will be in accordance with the following:
a) In an election with more qualified nominees than available positions, the nominee(s) with the highest number of votes will fill the available positions until all the available positions have been filled. In the case of a tie for the final available position, additional votes will be conducted between the tied nominees.
b) In an election with an equal number of qualified nominees as available positions, all nominees will be declared elected as a Director by Ordinary Resolution
4.14 Key Volunteer Positions – The Board may create elected Key Volunteer Positions at their discretion as deemed necessary. Key Volunteers may be invited to attend meetings of the Board, but are not Directors and do not have a vote at meetings of the Board.
4.15 Post-Election Eligibility – An elected Director who does not meet the eligibility requirements for election as Director will have fourteen (14) days to become eligible for the position or will be removed as a Director of the Corporation.
4.16 Terms – Directors will serve terms of three (3) years and will hold office until they or their successors have been duly elected in accordance with these By-laws, unless they resign, or are removed from or vacate their office.
4.17 Director Consent and Registration – An individual who is elected or appointed to be a Director must register with the Corporation as a Director, must sign all required documents presented by the Corporation, and must consent in writing to hold office as a Director before or within ten (10) days of their election or appointment. Any individual who does not provide consent within the time limit is not a Director and is deemed not to have been elected or appointed to hold office as a Director. The requirement to consent does not apply to a Director who is re-elected or reappointed when there has been no break in their term of office.
Resignation and Removal of Directors
4.18 Resignation – A Director may resign from the Board at any time by presenting their notice of resignation to the Board. This resignation will become effective the date on which the notice is received by the Secretary or at the time specified in the notice, whichever is later. When a Director who is subject to a disciplinary investigation or action of the Corporation resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.
4.19 Vacate Office – The office of any Director will be vacated automatically if:
a) The Director fails to attend fifty percent (50%) of Board meetings without the consent of the President.
b) The Director resigns;
c) The Director is found by a court to be incapable;
d) The Director becomes bankrupt; or
e) The Director dies.
4.20 Removal – An elected Director may be removed by Ordinary Resolution of the Members at a Special Meeting of the Members provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting.
Filling a Vacancy on the Board
4.21 Vacancy – When the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the position for the remainder of the term. Alternatively, the Board may decide, by Ordinary Resolution, that one or more Directors will execute the duties of the vacant Director position for the remainder of the unexpired term.
Meetings of the Board
4.22 Call of Meeting – A meeting of the Board will be held at any time and place as determined by the President or by written requisition of at least three (3) Directors.
4.23 Chair – The President will be the Chair of all meetings of the Board unless another individual is designated to be the Chair by the President. In the absence of the President, or if the meeting of the Board was not called by the President, the Board will appoint an individual to Chair the meeting.
4.24 Notice – Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least five (5) days prior to the scheduled meeting. Notice served by mail will be sent at least ten (10) days prior to the meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Corporation.
4.25 Board Meeting With New Directors – For a first meeting of the Board held immediately following the election of Directors at a meeting of the Members, or for a meeting of the Board at which a Director is appointed to fill a vacancy on the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director(s).
4.26 Quorum – At any meeting of the Board, quorum will be a majority of Directors holding office.
4.27 Voting – Each Director is entitled to one vote. Voting will be by a show of hands, written, or orally unless at least one (1) Director present requests a secret ballot. Resolutions will be passed by Ordinary Resolution. In the case of a tie, the resolution is defeated.
4.28 No Alternate Directors – No person shall act for an absent Director at a meeting of the Board.
4.29 Written Resolutions – A resolution in writing signed by all the Directors is as valid as if it had been passed at a meeting of the Board.
4.30 Attendance at Meetings – Meetings of the Board will be closed to Members and the public except by invitation of the Board.
4.31 Meetings by Telecommunications – A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting. Additionally, for an in-person meeting of the Board, a Director may, if all the Directors of the Corporation consent, participate in a meeting of the Directors by telephonic or electronic means provided that all participants are able to adequately communicate during the meeting.
Duties of Directors
4.32 Standard of Care – Every Director will:
a) Act honestly and in good faith with a view to the best interests of the Corporation; and
b) Exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Powers of the Board
4.33 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.
4.34 Empowered – The Board is empowered, including but not limited to:
a) Make policies and procedures or manage the affairs of the Corporation for the purpose of furthering the objects and purposes of the Corporation in accordance with the Act and these By-laws;
b) Make policies and procedures relating to the discipline of Members and Registrants, and have the authority to discipline Members and Registrants in accordance with such policies and procedures;
c) Make policies and procedures relating to the management of disputes within the Corporation and deal with disputes in accordance with such policies and procedures;
d) Employ or engage under contract such persons as it deems necessary to carry out the work of the Corporation;
e) Appoint Key Volunteers with duties and responsibilities as described by the Board;
f) Determine registration procedures, determine membership fees, and determine other registration requirements;
g) Enable the Corporation to receive donations, benefits, bequests, distribution of investment capital and income for the purpose of furthering the objects and purposes of the Corporation;
h) Make expenditures for the purpose of furthering the objects and purposes of the Corporation;
i) Invest funds for the purpose of furthering the objects and purposes of the Corporation;
j) Manage the Corporation’s assets and resources expenditures for the purpose of furthering the objects and purposes of the Corporation;
k) Borrow money upon the credit of the Corporation as it deems necessary in accordance with these By-laws; and
l) Perform any other duties from time to time as may be in the best interests of the Corporation.
ARTICLE V OFFICERS
5.1 Composition – The Corporation will appoint Officers. Officer positions may include: President, Vice President, Secretary, and Treasurer.
5.2 Term – The term of the Officers will be at the discretion of the Board. Officers may be elected for a one-year term, a two-year term, three-year term or a term that expires when the individual’s term as a Director expires (or when the Director is removed from or vacates their position). An individual may serve a maximum of nine (9) consecutive years in the same Officer role. An individual who serves the maximum number of years in the same Officer role must take at least one (1) year away from that role before being eligible for the position.
5.3 Election – The Officers of the Corporation will be elected by the Board of Directors. At the first meeting of the Board of Directors held following the election of new Directors, the Directors will elect a President, Vice President, Secretary, and Treasurer. They shall take office immediately.
5.4 Voting – Directors may nominate themselves for any Officer position. Elections will begin with the election for President. Once a Director is elected to an Officer position, they may not nominate themselves for another Officer position. Elections will be decided by majority vote of the Directors in accordance with the following:
a) One Valid Nominee for an Office – Winner declared by acclamation.
b) Two or More Valid Nominees for an Office – Winner is the nominee receiving the greatest number of votes. In the case of a tie, a runoff vote will be conducted. Only those nominees who were tied for the most number of votes will appear on the run-off ballot. The nominee receiving the greatest number of votes will be declared the winner. Additional runoff votes may occur if required.
5.5 Duties – The duties of Officers are as follows:
a) The President will be the chair of the Board, will preside at the Annual and Special Meetings of the Corporation and at meetings of the Board unless otherwise designated, will be the official spokesperson of the Corporation, will oversee and supervise office staff, and will perform such other duties as may from time to time be established by the Board.
b) The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President, and will perform such other duties as may from time to time be established by the Board.
c) The Secretary will be responsible for the documentation of all amendments to the Corporation’s By-laws, will ensure that all official documents and records of the Corporation are properly kept, cause to be recorded the minutes of all meetings, will prepare and submit to each meeting of the Members and other meetings a report of all activities since the previous meeting of the Members or other meetings, will give due notice to all Members of the meeting of the Members of the Corporation, and will perform such other duties as may from time to time be established by the Board.
d) The Treasurer will, subject to the powers and duties of the Board, file all financial and corporate returns required by the Act and any other provincial or federal legislation in accordance with applicable legislation, keep proper accounting records as required by the Act, will cause to be deposited all monies received by the Corporation in the Corporation’s bank account, will supervise the management and the disbursement of funds of the Corporation, when required will provide the Board with an account of financial transactions and the financial position of the Corporation, will prepare annual budgets, and will perform such other duties as may from time to time be established by the Board.
5.6 Delegation of Duties – At the discretion of the Officer and with approval by Ordinary Resolution of the Board, any Officer may delegate any duties of that office to appropriate staff or committee of the Corporation, or to another Officer or Director.
5.7 Multiple Positions – With the exception of the position of President, a Director may hold multiple Officer positions.
5.8 Removal – An Officer may be removed by Ordinary Resolution at a meeting of the Board or of the Members, provided the Officer has been given notice of and the opportunity to be present and to be heard at the meeting where such Ordinary Resolution is put to a vote. Removal from an Officer position does not automatically mean the individual is removed from their Director position (when applicable).
5.9 Vacancy – Where the position of an Officer becomes vacant for whatever reason and there is still a quorum of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office.
5.10 Other Officers – The Board may determine other Officer positions and appoint individuals to fill those positions. Other Officers need not be Directors and would not be members of the Board.
ARTICLE VI REGISTRANTS
6.1 Registrants – The Corporation has the following categories of Registrants, who are not necessarily Members, but who must register with the Corporation and pay fees as determined by the Board (or, if the Registrant is younger than 19 years old, who must have a parent/guardian register and pay fees on behalf of the Registrant):
a) Athlete Support Personnel – An individual who participates with the Corporation as a coach, manager administrator, or trainer.
b) Competitive Athlete – An individual who participates with the Corporation as a competitive athlete.
c) Masters Athlete – An individual who participates with the Corporation as a Masters athlete (adult leagues).
d) Recreational Athlete – An individual who participates with the Corporation as a recreational athlete.
e) Team – A volleyball team composed of a minimum of six (6) Athletes.
f) Volunteer – An individual who provides volunteer services to the Corporation or sanctioned clubs.
g) Spring League Club – a volleyball club composed of Team(s) registered exclusively in the Springe League.
h) Officials – An individual who is a volleyball referee.
Term
6.2 Year – Unless otherwise determined by the Board, the registration term of Registrants begins on the date the Board accepts the Registrant’s registration and ends on August 31st when the Registrant resigns or is terminated from registration.
Fees
6.3 Fees – Registrant fees will be determined annually by the Board.
6.4 Deadline – Registrants will be notified in writing of the fees payable, and if they are not paid by the date specified by the Board, the Registrant in default will automatically cease to be a Registrant with the Corporation.
Discipline
6.5 Discipline – A Registrant may be suspended or expelled from the Corporation in accordance with the Corporation’s By-laws, policies, and procedures relating to discipline of Registrants.
6.6 May Not Resign – A Registrant may not resign from the Corporation if the Registrant is subject to disciplinary investigation or action.
Status
6.7 Expulsion and Resignation – A Registrant ceases to be a Registrant if:
a) The Registrant fails to maintain any of the qualifications or conditions of being a Registrant described in Section 6.1;
b) The Registrant resigns from the Corporation by giving written notice to the Corporation in which case the resignation becomes effective on the date specified in the resignation. The Registrant will be responsible for all fees payable until the actual withdrawal becomes effective;
c) The Registrant fails to pay fees owed to the Corporation by the deadline dates prescribed in Section 6.4;
d) The Registrant fails to comply with Corporation’s registration policies or applicable policies;
e) The Registrant’s term of registration expires; or
f) The Corporation is liquidated.
Good Standing
6.8 Definition – A Registrant with the Corporation will be in good standing provided that the Registrant:
a) Has not ceased to be a Registrant;
b) Has not been suspended, resigned or been expelled, or had other restrictions or sanctions imposed;
c) Has completed and remitted all documents as required by the Corporation;
d) Has complied with the By-laws, policies, procedures, rules and regulations of the Corporation;
e) Is not subject to a disciplinary investigation or action by the Corporation, or if subject to disciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and
f) Has paid all required fees to the Corporation.
6.9 Cease to be in Good Standing – Registrants who cease to be in good standing may have privileges suspended and will not be entitled to the benefits and privileges of registration until such time as the Board is satisfied that the Registrant has met the definition of good standing.
ARTICLE VII COMMITTEES
Committees
7.1 Appointment of Standing and Ad-Hoc Committees – The Board may appoint such standing and ad-hoc committees as it deems necessary for managing the affairs of the Corporation. The Board may appoint and remove members of these committees or provide for the election of members of these committees, may prescribe the duties and terms of reference of these committees, and may delegate to any of these committees any of its powers, duties, and functions.
7.2 Executive Committee – The Executive Committee will be composed of the Officers. The Board may delegate any of its powers and functions to the Executive Committee, which will have the authority to oversee the implementation of the Corporation’s policies and procedures during intervals between meetings of the Board. Decisions of the Executive Committee will be ratified by the Board at the next meeting of the Board.
7.3 Committee Limitations – No Committee, including the Executive Committee, has the authority to:
a) Submit to the Members any question or matter requiring approval of the Members;
b) Fill a vacancy among the Directors or appoint additional Directors;
c) Undertake a loan, execute an agreement on behalf of the Corporation or issue debt obligations except as authorized by the Board;
d) Approve any financial statements;
e) Adopt, amend or repeal the By-laws; or
f) Establish contributions to be made, or fees to be paid, by Members without the approval of the Board
7.4 Composition – The Board may appoint and remove Directors, Key Volunteers, or any other individual to or from a standing or ad-hoc committee at any time and for any reason.
7.5 President Ex-officio – With the exception of the Executive Committee (on which the President is a voting member) and the Nominating Committee, when appointed, the President (or their appointed designate) will be an ex-officio and non-voting member of all standing and ad-hoc committees of the Corporation.
ARTICLE VIII FINANCE AND MANAGEMENT
8.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the Corporation will be September 1st to August 31st.
8.2 Bank – The banking business of the Corporation will be conducted at such financial institution as the Board may determine.
8.3 Auditors – At each Annual Meeting the Members will appoint an auditor to audit the books, accounts and records of the Corporation in accordance with the Act. The auditor will hold office until the next Annual Meeting, provided that the Board may fill any casual vacancy in the office of the Auditor. If an appointment is not made, the Auditor will continue in office until a successor is appointed. The Auditor will not be an employee, Officer, or Director of the Corporation and must be independent of the Corporation and each of the Directors and Officers of the Corporation.
8.4 Removal – The Members may, by Ordinary Resolution at a special meeting of the Members duly called for that purpose, remove any Auditor of the Corporation before the expiration of its term of office and shall, by Ordinary Resolution at that meeting, appoint another Auditor in its stead for the remainder of its term.
8.5 Remuneration – The Members shall fix the remuneration of the Auditor or authorize the Board to fix such remuneration. The remuneration of an Auditor appointed by the Board shall be fixed by the Board.
8.6 Annual Financial Statements – The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Corporation of the last fiscal year of the Corporation but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting. A copy of the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than ten (10) days before the Annual Meeting. The Financial Statements will include:
a) The financial statements;
b) The auditor’s report (if any); and
c) Any further information respecting the financial position of the Corporation.
8.7 Books and Records – The necessary books and records of the Corporation required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to:
a) The Corporation’s articles and By-laws;
b) The minutes of meetings of the Members and of any committee of Members;
c) The resolutions of the Members and of any committee of Members;
d) The minutes of meetings of the Directors or any committee of Directors;
e) The resolutions of the Directors and of any committee of Directors;
f) A register of Directors;
g) A register of Officers;
h) A register of Members; and
i) Account records adequate to enable the Directors to ascertain the financial position of the Corporation on a quarterly basis.
8.8 Minutes of meetings of the Board and Board Resolutions – Minutes of meetings of the Board and Board Resolutions are confidential and may only be open for inspection by Members in Good Standing by request to the Board and their approval. Books and records, other than the minutes of meetings of the Board and Board Resolutions, may be inspected by Members in Good Standing during reasonable business hours as the head office of the Corporation.
8.9 Signing Authority – The signing authority of the Corporation shall be vested in the Officers of the Corporation and such other persons as the Board, by Ordinary Resolution, may authorize in specific instances. The signatures or electronic authorization of the Treasurer or any two (2) of these Officers or persons shall be required on any financial instrument of the Corporation.
8.10 Property – The Corporation may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.
8.11 Borrowing Restriction – The Members may, by Special Resolution, restrict the borrowing powers of the Board but a restriction so imposed expires at the next Annual Meeting.
8.12 Gaming Funds – When and if applicable, funds generated from gaming grants or other purposes related to gaming shall be used for expenditures in accordance with all government regulations applicable to the usage of gaming funds.
Remuneration
8.13 No Remuneration – All Directors, Officers and members of committees will serve their term of office without remuneration (unless approved at a meeting of the Members) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a committee will disclose the conflict/potential conflict in accordance with these By-laws.
Conflict of Interest
8.14 Conflict of Interest – A Director, Officer or member of a committee who has an interest, who may be perceived as having an interest in, or is a party to, a proposed contract or transaction with the Corporation, or has knowledge that their partner or relative has an interest, directly or indirectly, in any contract, transaction, proposed contract or transaction under consideration by the Corporation will:
a) Declare the nature and extent of the interest as soon as possible and not later than the meeting at which the matter is first considered (or if such interest arose after the meeting at which the matter is first considered, not later than the first meeting after such interest arose);
b) Refrain from taking part in any discussion or vote related to the matter; and
c) Withdraw from any meeting at which the matter is being discussed, during the period of such discussion.
8.15 Failure to Declare – Where the Board is of the opinion that a conflict of interest exists that has not been declared, the Board may declare, by an Ordinary Resolution present at the meeting, that a conflict of interest exists and in each such case the provisions of subsections (b) and (c) of the above Section shall apply as if the individual had declared the interest.
8.16 Effect of Disclosure – A Director, Officer or member of a committee who has declared their interest in a contract or transaction or a proposed contract or transaction (or the Board has so declared pursuant to the above Section) and who has not voted in respect thereof shall not be accountable to the Corporation, or its creditors, for any profit realized from the contract and the contract is not voidable by reason only of such Director, Officer or member of a committee holding that office or of the fiduciary relationship established thereby.
ARTICLE IX AMENDMENT OF BY-LAWS
9.1 Voting – These By-laws may only be amended, revised, repealed or added to by:
a) Ordinary Resolution of the Board. The new, amended, or revised By-law is effective until the next meeting of the Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution. A new, amended, or revised By-law that is not ratified by the Members ceases to have effect and no new By-law of the same or like substance has any effect until ratified at a meeting of the Members; or
b) A Member entitled to vote who may make a proposal to make, amend, or repeal a By-law in accordance with the Act which requires at least sixty (60) days’ notice. The new, amended, or repealed By-law will be submitted to the Members at the next meeting of Members and, except for those amendments that are considered fundamental changes, the voting Members may confirm, reject or amend the By-laws by Ordinary Resolution.
ARTICLE X NOTICE
10.1 Written Notice – In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, electronic mail or courier to the address of record of the individual, Director, Officer, or Member, as applicable. It is the obligation of the Director, Officer or Member (as applicable) to provide a current address for notification under this provision to the Board.
10.2 Date of Notice – Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post-marked.
10.3 Error in Notice – The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the meeting.
ARTICLE XI DISSOLUTION
11.1 Dissolution – Upon dissolution of the Corporation and after payment of all debts and liabilities, its remaining property shall be distributed to charitable organizations which carry on their work solely in the province of Prince Edward Island.
ARTICLE XII INDEMNIFICATION
12.1 Will Indemnify – The Corporation will indemnify and hold harmless out of the funds of the Corporation each Director and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Corporation’s request in a similar capacity.
12.2 Will Not Indemnify – The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon them under the Act. For further clarity, the Corporation will not indemnify an individual unless:
a) The individual acted honestly and in good faith with a view to the best interests of the Corporation; and
b) If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.
12.3 Insurance – The Corporation will maintain in force Directors and Officers liability insurance at all times.
ARTICLE XIII ADOPTION OF THESE BY-LAWS
13.1 Ratification – These By-laws were ratified by the Members of the Corporation at a meeting of Members duly called and held on December 16, 2025.
13.2 Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Corporation repeal all prior By-laws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed By-laws.
Temporary - Bylaw #2
Phased Implementation Plan and Election of Directors
1. On December 16, 2025 at the Volleyball PEI Annual Meeting, a motion for the approval of the new Bylaws and this Temporary Bylaw #2 (Phased Implementation Plan) will be placed before the voting Members.
2. Upon the approval of the motion to accept the new Bylaws and this Phased Implementation Plan, the new Bylaws will be implemented effective immediately except for the composition and elections of directors which will be implemented in accordance with this Phased Implementation Plan.
3. At the 2026 AGM:
a) The following Directors will cease to hold office:
i. Patrick Davis, Kate Dawson, John Stavert, Andrew Costa, Lindsey Corkum
b) The following Directors will hold office until the 2027 AGM:
i. Margo Robertson, Kelly Herget, Kalie MacKinnon, Scott MacDonald, Chris Richard
4. Elections will occur as follows:
a) At the 2026 Members Meeting:
i. One (1) – Four (4) Directors – (3-year term) - Board to confirm number prior to Members Meeting
b) At the 2027 Members Meeting:
i. One (1) – Five (5) Directors – (3-year term) - Board to confirm number prior to Members Meeting
c) At the 2028 Members Meeting:
i. Two (2) – three (3) Directors – (3-year term) – Board to confirm number prior to Members Meeting
5. All subsequent elections will proceed in accordance with the new Bylaws.