Non-Profit Bylaws


being Bylaws amending the general operating Bylaws effective as of March 9, 2022 (the “Bylaws”)

101133596 SASKATCHEWAN INC. (the “Corporation”)



A. 101133596 Saskatchewan Ltd. was formed on the 18th day of November, 2008;

B. The Corporation was incorporated under the Non-profit Corporations Act on the 9th day of March, 2022, as 101133596 Saskatchewan Inc.; and

C. The Corporation is empowered under the Act to amend it current Bylaws;

THEREFORE, the Corporation makes bylaws as follows:



1.1 Title

These bylaws may be cited as the Amended and Restated Bylaws of the Corporation.



2.1 Definitions

(a) In these Bylaws:

(i) “Act” means The Non-profit Corporations Act, 1995 (Saskatchewan), including any Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

(ii) “Annual Meeting” means an annual meeting of Members as provided in Section 4.10;

(iii) “Articles” means any document or instrument that incorporates the Corporation or modifies its incorporating document or instrument, including the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement, articles of dissolution or articles of revival;

(iv) “Bylaws” means this by-law and any other by-law of the Corporation that may be in force;

(v) “Corporation” means 101133596 Saskatchewan Inc.;

(vi) “Director” means a Director elected pursuant to section 5.1; 60694023.1

(vii) “Member means a person who has become a Member in accordance with section 4.1.

(b) In these bylaws, any word or expression used but not defined has, unless the context otherwise requires, the same meaning as in the Act.



3.1 Aims and Purposes

(a) The establishment and operation of a non-profit association for the purposes of promoting the advancement of under 18-year old sport training.



4.1 Classes of Members

The membership of the Corporation shall consist of one class of membership (the “Members”). A Member of the Corporation is entitled to receive notice of, attend and vote at all meetings of Members and entitled to one (1) vote at such meeting.

Membership shall be available only to:

(a) Directors of the Corporation who shall automatically become Members of the Corporation upon being elected or appointed as Directors; and

(b) Residents who are at least 18 years of age.

4.2 Annual Meeting

(a) An Annual Meeting of the Members shall be held within Saskatchewan, unless all of the Members entitled to vote at that meeting agree to hold a meeting outside of Saskatchewan.

(b) The Annual Meeting if Members shall be held each April.

4.3 Special Meeting

(a) The Board may call a special meeting of members at any time, but shall do so upon the written request of at least 5% of the Members.

(b) All business transacted at an Annual Meeting, except consideration of the financial statements, Auditor’s report, election of Directors, re-appointment of the incumbent auditor, the consideration of bylaws submitted by the Board, and all business transacted at any other meeting of Members, is deemed to be special business.

(c) No special business may be transacted at a meeting of Members unless the notice of meeting states the nature of the business in sufficient detail to permit members to form a reasoned judgment thereon, and includes the text of any Special Resolution to be submitted to the meeting. 60694023.1

4.4 Notice of Meetings

Notice of the time and place of a meeting of Members shall be sent, not less than 15 days or more than 50 days before the meeting, to each Member entitled to attend the meeting and to the auditor. Members entitled to cast a majority of the total number of votes present at a meeting at the opening of a meeting shall constitute a quorum

Members entitled to cast a majority of the total number of votes present at a meeting at the opening of a meeting shall constitute a quorum.

4.5 Voting

At every meeting of Members, each Member is entitled to one vote on each question. Voting at a meeting of members shall be by show of hands except where a ballot is demanded by a member either before or after a vote by show of hands.

4.6 Quorum

Members entitled to cast a majority of the total number of votes present at a meeting at the opening of a meeting shall constitute a quorum.



5.1 Number of Directors

The Board of Directors shall consist of a minimum of one (1) and a maximum of ten (12) Members (individually a “Director, collectively the “Directors” or the “Board of Directors”).

5.2 Election to the Board

Subject to the provisions of the Act, Articles and Bylaws, Directors shall be elected by the Members at the first meeting of the Members after this Bylaw takes effect and at each succeeding Annual Meeting at which an election of Directors is required.

5.3 Term of Office

(a) Each Director shall be elected at each Annual Meeting to hold office until the end of the Annual Meeting following his election.

(b) The Corporation may, by Ordinary Resolution, at a meeting of Members called for the purposes, remove any Director or Directors from office.

5.4 Qualification for Director

(a) All Directors shall, at the time of his or her election (or within ten (10) days thereafter) and during the term of office as a Director, be a voting member of the Corporation in good standing. At any such time that a Director ceases to be a voting member, that individual also ceases to be a Director.

(b) At least one (1) of the Directors shall be a resident of Saskatchewan.

5.5 Notice of Director’s Meeting

(a) Every Director shall be given by letter, directors’ telephone or otherwise at least five (5) days meeting notice of every meeting of directors.

(b) The directors may at any meeting decide to hold regular meetings by adopting a resolution stating the day, hour and place of the regular meetings and no further notice of those meetings shall be required.

(c) A Director may waive notice of a meeting by his attendance at a meeting or, if not in attendance, by so stating by letter, telephone or otherwise.

5.6 Quorum

A majority of Directors constitutes a quorum at a meeting of Directors.



6.1 Duties of Directors and Officers

(a) The directors shall manage the activities and affairs of the Corporation.

(b) Every director and officer of the Corporation shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

6.2 Description of Offices

Unless otherwise specified by the Board (which may, subject to the Act, modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if Officers are appointed thereto, shall have the following duties and powers associated therewith:

(a) Chair of the Board - The chair shall be a Director. The chair, if any, shall, supervise and control the operations of the Corporation. The chair shall, when present, preside at all meetings of the board, committees, and Members.

(b) Vice-Chair of the Board - The vice-chair shall be a Director. The duties and powers of the chair of the board may be exercised by the vice-chair of the board when the chair is absent or unable to act. If the vice-chair exercises any of those duties or powers, the chair’s absence or inability to act shall be referenced in the minutes. The vice-chair shall also perform the other duties prescribed by the board or committees.

(c) Secretary - The secretary shall be the secretary of all meetings of the Board, Members and committees and, whether or not the secretary attends, the secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to Members, Directors, the auditor and members of committees; the secretary shall be the custodian of the corporate seal as well as all books, papers, records, documents and other instruments belonging to the Corporation.

(d) Treasurer - The treasurer shall be responsible for the maintenance of proper accounting records in compliance with the Act as well as the deposit of money, the safekeeping of securities and the disbursement of funds of the Corporation; whenever required, the treasurer shall render to the Board an account of all such person’s transactions as treasurer and of the financial position of the Corporation.

6.3 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its Officers. Notwithstanding the foregoing, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal thereto.

6.4 Powers and Duties

The power and duties of all Officers shall be such as the terms of their engagement call for or as the Board may specify. The Board may, from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any Officer.



7.1 Committees

Subject to the Act and these Bylaws, the Board may appoint such committees as it deems appropriate from time to time and set the rules governing such committees.



8.1 Limitation of Liability

Every Director and Officer of the Corporation in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or Officer shall be liable for the acts, receipts, neglects, or defaults of any other Director, Officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage, or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or on which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious acts of any person with whom any of the moneys, securities, or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage, or misfortune which shall happen in the execution of the duties of his or her office, or in relation thereto; provided that nothing herein shall relieve any Director or Officer from the duty to act in accordance with the Act, and the regulations thereunder, or from liability for any breach thereof.

8.2 Indemnity of Directors and Officers

The Corporation shall indemnify the Board of Directors and Officers, and all former Directors and Officers, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party to by reason of being Director or Officer of the Corporation, provided he or she:

(a) acted honestly and in good faith, with a view to the best interests of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful:



9.1 Fiscal Year

The fiscal year of the Corporation shall end on the last day of December of each year.

9.2 Records

The directors shall cause to be kept proper records and accounts of all transactions of the Corporation.

9.3 Financial Disclosure

(a) The Directors shall place before the members at every Annual Meeting:

(i) financial statements for the year ended not more than four (4) months before the Annual Meeting and thereafter, the period that began immediately after the end of the last completed financial year and ended not more than four months before the Annual Meeting;

(ii) the report of the Auditor or the person conducting a review of the financial statements, if any; and

(iii) any further information respecting the financial affairs of the Corporation.

(b) The Directors shall approve the financial statements and shall evidence their approval by the signature of one or more Directors.

(c) No financial statement shall be released or circulated unless it has been approved by the Directors and is accompanied by the report of the Auditor, if any.

(d) The Corporation shall send to each Member financial statements and the report of the Auditor, if any, or may, in lieu thereof, publish a notice stating the documents are available at the office of the Corporation and that any member may, upon request, obtain a copy free of charge by prepaid mail to his address or by calling at the office during usual business hours.

(e) The Corporation shall, not less than 15 days before each Annual Meeting, send a copy of the documents mentioned in section (a) to each Member

(f) The Corporation shall send a copy of the documents mentioned in section (a) to the Director of Corporations Branch not more than thirty (30) days after the date that financial statements must be placed before Members.

9.4 Funds, etc. to be in the Name of the Corporation

(a) All funds of the Corporation shall be deposited in one or more accounts in the name of the Corporation at a chartered bank, trust company or credit union, designated by the Directors.

(b) All cheques, promissory notes, bills of exchange or other negotiable instruments shall be executed in the name of the Corporation and signed in accordance with resolutions passed by the Directors for that purpose.



10.1 Distribution of Remaining Property

The remaining property of the Corporation shall, in the course of liquidation and dissolution, be distributed in accordance with the articles of the Corporation.


11.1 Amendments to the Bylaws

(a) The Directors may, by resolution, amend, repeal or make any Bylaws that regulate the activities and affairs of the Corporation.

(b) The Directors shall submit any bylaws, or any amendment or repeal thereof to the next meeting of Members and the Members may, by ordinary resolution, confirm, reject, or amend the bylaws, amendment or repeal.

(c) Any bylaws, or an amendment or repeal thereof is effective from the day of the resolution of directors until confirmed, confirmed as amended, or rejected by the Members.

(d) If any bylaws, or any amendment or repeal thereof is rejected by the Members or is not submitted to the next meeting of Members, the bylaws, amendment or repeal thereof ceases to be effective and no subsequent bylaw, amendment or repeal having substantially the same purpose or effect shall be effective until confirmed or confirmed as amended by the Members.

(e) Except in the case of first bylaws made by the Directors, every bylaw, amendment or repeal thereof shall state an effective date which shall not be more than 30 days from the day on which the bylaw, amendment or repeal is made.

(f) Every bylaw and every amendment or repeal thereof shall be distributed to the membership before its effective date.

PASSED by the sole Director of the Corporation on the 9m day of March, 2022.

CONFIRMED by the sole Member of the Corporation on the 9th day of March, 2022.