The name of the Society shall be the Red Deer Curling Centre (hereinafter referred to as the Society)
Definitions
In these Bylaws,
- "Board" means the Board of Directors of the Society;
- "Bylaw" or "Bylaws" means the Bylaws of the Society as amended from time to time;
- "Director" means a Member of the Board of Directors of the Society;
- “Fall Annual Meeting” means the Meeting to be held by the Members of the Society in the month of October of each year at a date within that month, place and time specified by Resolution of the Board.
- “Initial Term” or “Initial Terms” as the context requires means the period of time from the commencement of the Fall Annual Meeting in one year to the commencement of the Spring Annual Meeting in the next year.
- "Members" shall mean any Member in good standing with the Society;
- "Resolution" means a Resolution passed by a majority of the Members of the Society entitled to vote who are personally present Proxy at a Meeting or special Meeting of the Members of the Society;
- "Society" means the Red Deer Curling Centre;
- Special Resolution@ means:
- a resolution passed (a.) at a General Meeting of which not less than twenty one (21) days notice specifying the intention to propose the resolution has been duly given; and (b.) by the vote of not less than 75% of those members who, if entitled to do so, vote in person.
- a resolution proposed and passed as a Special Resolution at a General Meeting of which less than twenty one (21) days notice has been given, if all of the Members entitled to attend and vote at the General Meeting so agree, or;
- a resolution consented to in writing by all of the Members who would have been entitled at a General Meeting to vote on the resolution in person.
- “Spring Annual Meeting” means the Meeting to be held by the Members of the Society at the end of the curling season, in the Spring at a date, place and time specified by Resolution of the Board.
- “Term” or “Terms” as the context requires, means the period of time from the commencement of the Spring Annual Meeting in one year to the commencement of the Spring Annual Meeting in the next year.
Interpretation
In all of the Bylaws of the Society, the singular shall include the plural and the plural, the singular, and the masculine shall include the feminine and Person shall include Firms, Partnerships, Corporations and Societies. Wherever reference is made to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment to the statute or section as the case may be.
Membership
Membership in the Society shall be open to any person who pays the Membership Fee required for Membership in the Society. No other entity other than an individual may become a Member of the Society.
Membership Fees shall be determined and established by the Board and shall be paid in advance as a condition of the Membership in and to the Society. Membership Fees shall, be calculated and paid for a twelve (12) month period from September 1st of one year to August 31st of the next year.
Withdrawal or Expulsion of a Member
Any Member who desires to withdraw from Membership within the Society shall notify the Board in writing to that effect, and on receipt by the Board of such notice, the Member shall cease to be a Member of the Society.
A Member may be expelled from the Society by Resolution of the Board present at a Meeting called for that purpose but only after:
- seven (7) days notice of the Meeting has been provided to the Member to be expelled summarizing and outlining the reasons for the proposed expulsion; and
- the Member to be expelled has been given an opportunity at that Meeting to make representations as to why he or she should not be expelled.
The Board’s decision regarding the issue of expulsion shall be final and binding on all parties.
Board of Directors
- The affairs of the Society shall be managed by the Board.
- Members of the Board shall be constituted from the Membership of the Society who are of the age of majority and shall consist of nine (9) Members of the Society. Members of the Society may, by a Special Resolution, at a properly constituted Meeting, remove any Director before the expiry of his or her term of office and may at that Meeting by election, elect any Member in their place.
- There shall be a Nominating Committee appointed by the Board consisting of such Members of the Society as the Board shall determine. The Chairman of the Nominating Committee shall be the Vice-President, and in his or her absence, the Chairman shall be elected by the Committee Members. The Nominating Committee shall propose the nominees for the Board and may nominate more than the number of Members required for the positions to be filled by election. Only Members of the Society may be nominated for election to the Board. Further nominations for election to the Board may be made by Members of the Society at any Meeting where Directors are to be elected. At the Fall Annual Meeting, following the implementation of these Bylaws, the Nominating Committee shall nominate members to be elected for the one (1) Initial Term, the two (2) Initial Terms and the three (3) Initial Terms as referred to in this following Bylaw (4).
- At the Fall Annual Meeting following the date of implementation of these Bylaws, three (3) Directors shall be elected for one (1) Initial Term, three (3) Directors shall be elected for two (2) Initial Terms, and three (3) Directors shall be elected for three (3) Initial Terms. Thereafter, elections for Membership to the Board shall be held at the Spring Annual Meeting and Directors elected to the Board after the Initial Terms have expired shall each be elected for three (3) terms. The Directors holding office and whose terms have not expired at the time these Bylaws come into effect, shall continue to hold office as if they have been elected under these Bylaws. At either the first Fall Annual Meeting, or at subsequent Spring Annual Meetings where the number of nominees to the Board does not exceed the vacancies to be filled, the nominee(s) shall be deemed to be duly elected without the necessity of holding an election.
- If at either the initial Fall Annual Meeting, or at subsequent Spring Annual Meetings, the places of the vacating Directors are not filled, the Board may appoint a Member of the Society to fill the vacancy for the Term.
- In case a Director dies, resigns or ceases to be a Member of the Society, the vacancy thereby caused in the Board may be filled for the unexpired portion of the Director’s term by the Board from amongst the Members of the Society.
- A Director may retire from his office upon giving thirty (30) days notice in writing to the Board of his intention so to do and such resignation shall take effect upon the expiration of the thirty (30) days or its earlier acceptance by the Board.
- The Directors may act notwithstanding any vacancy in the Board, but if the number of Directors falls below six (6) the Board shall not, except for the purpose of filling vacancies act or pass resolutions, so long as the number of the Board is less than six (6).
- Retiring Members may be re-elected to the Board. Unless otherwise authorized by resolution of the Board, when a Director is absent from three (3) consecutive Board Meetings he or she shall be removed from office.
- Meetings of the Board shall be held as often as required but at least once every second month and shall be called by the President. A Special Meeting may be called on the written request of any two (2) Directors provided they request the President, in writing, to call such a Meeting and state the business to be brought before the Meeting. Special Meetings of the Board shall be called on seven (7) days notice in writing and mailed to each Director or by three (3) days notice by fax or telephone.
Officers
Officers of the Society shall include a President, Vice President, Treasurer, Secretary, and such other Officers as the Board may elect and designate as Officers of the Society. The President may not be elected for more than five (5) consecutive Terms, and prior to being appointed as the President, must have been a Member of the Board for at least one (1) Term.
Fiscal/Financial Year
The Fiscal Year shall be the calendar year ending June 30.
Purpose or Gain
The Society shall be carried out without the purpose of gain for its Members and any profits of the Society shall be used in promoting its objectives.
Dissolution
In the event of dissolution, all assets after payment of liabilities will be distributed to one or more registered, charitable organizations as defined in the Income Tax Act of Canada and as determined by the Board.
Quorum for Meetings of Members and Director
Twenty-five (25) Members in good standing, personally present shall constitute a quorum at any Meeting of the Members of the Society. In the event that a quorum is not present within thirty minutes from the time called for the Meeting, the Meeting shall stand adjourned to a time and place determined by the President, and a Quorum at any such adjourned Meeting shall be those Members who shall be present at such adjourned Meeting.
A Quorum for any Meeting of the Board shall be a majority of the Board personally present. In the event that a Quorum is not present within thirty minutes from the time called for the Meeting, the Meeting shall stand adjourned to a time and place determined by the President, and a Quorum at any such adjourned Meeting shall be those Directors who shall be personally present at such adjourned Meeting.
Remuneration of Directors and Officers
No Director, Officer or Member of the Society shall be entitled to be paid any fee or any other form of remuneration or compensation except to be reimbursed for out of pocket expenses incurred by a Director, Officer or Member for business and concerns relating to the Society, and then only upon the presentment of a receipt for such out of pocket expenses and as approved by the Board.
Meetings of Members
- The Society shall, unless otherwise authorized by the Board, hold its Fall Annual Meeting and Spring Annual Meeting. Notice of such Meeting shall be provided to the Members of the Society.
- All General Meetings of the Members of the Society, other than the Fall Annual Meeting and the Spring Annual Meeting, shall be called Special General Meetings.
- The Board may upon a Resolution passed by it, and shall upon the written request made by any fifty (50) or more Members of the Society, convene a Special General Meeting at such time and place as the Board determines. Any such request shall express the object of the Meeting proposed to be called and shall be left with the Secretary of the Society.
- Upon receipt of the request, the Board shall forthwith proceed to convene a Special General Meeting. If the Board should not proceed to convene the Special General Meeting within sixty (60) days from the date of the request from the Members of the Society being left with the Secretary, the Members who requested the Special General Meeting may themselves convene a Special General Meeting.
- At least twenty-one (21) days notice shall be given to the Members before every Meeting specifying the place, the day and hour of the Meeting and in case of Special General Meetings, the nature of the business to be transacted at the Special General Meeting. The accidental omission to give notice, or the non-receipt of notice by Members not exceeding in all one-fifth (1/5) in number of all Members shall not invalidate the proceedings of any Meeting.
- The President, or in his absence, the Vice-President shall preside as Chairman of every Meeting of the Members of the Society.
- In the event that, the President or the Vice-President are not present at the time of the holding of a Meeting of the Members, the Members present shall choose one of their number to be Chairman of such Meeting.
- The business to be conducted at the Fall Annual Meeting of the Society shall include:
(i) the reading and approval of Minutes of the last Spring Annual Meeting;
(ii) old business;
(iii) receiving reports from Officers, Committees and Accountants;
(iv) appointment of Accountants if required;
(vi) new business.
- The business to be conducted at the Spring Annual Meeting of the Society shall include:
(i) the reading and approval of Minutes of the last Fall Annual Meeting;
(ii) old business;
(iii) receiving reports from Officers and Committees;
(iv) election of the Board of Directors;
(v) new business.
Votes of Members and Proxies
- Every question submitted to a Meeting of the Members shall be decided by a show of hands;
- Every Member shall have one (1) vote and no more;
- In the case of a tie vote, the Chairman of the Meeting shall be entitled to a second or casting vote;
- Members of the Society must be personally present at any Meeting of the Members to make a motion, second a motion or vote on a motion and Proxies may not be appointed, and no Member may vote by Proxy at any Meeting of the Members of the Society.
Election of Officers
The Board at its first Meeting of each Fiscal Year shall elect the following Officers who shall have the following responsibilities, namely:
President
The President shall be ex officio, a Member of all Committees. He shall, when present, preside at all Meetings of the Society and the Board. In his absence, the Vice President shall preside at any Meetings. In the absence of both, a Chairman may be elected at the Meeting to preside.
Vice President
The Vice President shall assume all responsibilities of the President, in the absence of the President
Secretary
It shall be the duty of the Secretary to attend all Meetings of the Society and the Board and to keep accurate minutes of the same. In case of the absence of the Secretary, his duties shall be discharged by such Officer as may be appointed by the Board. The Secretary shall have charge of all of the correspondence of the Society and be under the direction of the President and the Board. The Secretary shall also keep a record of all of the Members of the Society and their addresses, and send all notices of the various Meetings as required.
Treasurer
The Treasurer shall properly account for the funds of the Society and keep such books as may be directed. The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual General Meeting, a statement duly authorized of the financial position of the Society and submit a copy of the same to the Secretary for the records of the Society.
Rules of Order
With respect to all matters for which no provision is contained in these Bylaws, the conduct of the Society=s business at any Meeting shall be governed by Canadian Parliamentary Procedure and Robert=s Rules of Order.
Borrowing
- Subject to the restrictions and limitations set forth in these Bylaws, the Directors may, from time to time:
- borrow money on the credit of the Society;
- issue, sell or pledge securities of the Society;
- charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Society.
- From time to time, the Directors may authorize any Director(s), Officer(s) or Employee(s) of the Society or any other person(s) to grant security for and on behalf of the Society for any monies borrowed or to be borrowed as aforesaid and to negotiate the terms and conditions of the loan thereof with power to vary or modify such arrangements, terms and conditions, and to give such additional securities for any monies borrowed or remaining due that the Society=s Directors may authorize.
- Notwithstanding anything contained in this Bylaw (Borrowing) to the contrary, the Board may not, without the approval of the Members of the Society evidenced by a Special Resolution:
- sell or otherwise dispose of any of the assets of the Society;
- make any Capital Expenditures exceeding in the aggregate $50,000.00 in any one Fiscal Year unless an emergency exists or is created which, if not rectified forthwith, would prevent the Society from providing curling to its Members.
- incur any debt with respect to Capital Expenditures and/or Operating Expenses which would increase the aggregate amount of the Society’s borrowing with respect to Capital Expenditures and/or Operating Expenses in excess of $100,000.00 of the Society’s borrowing with respect to Capital Expenditures and/or Operating Expenses as at the Society’s previous fiscal year end.
- For the purpose hereof “Capital Expenditures” as used herein means any expenditures which in accordance with generally accepted accounting principles are chargeable to the capital account.
Powers and Duties of the Board of Directors
- The Board of Directors shall serve without remuneration except for reimbursement for any reasonable out-of-pocket expenses approved by the Board;
- In addition to the powers and authorities conferred on the Board by Statute, the business of the Society shall be managed by the Board who may exercise all such powers of the Society and do on behalf of the Society, all such acts as may be exercised by the Society and as are not by law or by these Bylaws required to be exercised or done by the Society in General or Special General Meetings.
- Without limiting the generality of the foregoing and the other powers conferred upon the Board by these Bylaws and by Statute, it is hereby expressly declared that the Board shall have the following powers:
- to establish its own procedures and policies;
- to appoint the Officers, employees or agents that the Board may consider necessary and to regulate their duties and fix their salaries and wages;
- to appoint, regulate and dismiss Committees;
- to delegate power to a Committee consisting either wholly of a Director or Directors, or partly of a Director or Directors, and partly of such other Members of the Society or such other persons as it shall think fit;
- to investigate and report upon or execute and carry out any special matter falling within the powers of the Board;
- to set and determine any and all dues and fees of whatever kind or nature payable by Members who desire to use the Society’s premises or participate in any curling leagues or other activities provided by the Society;
- appoint honorary life Members as Members of the Society and exempt such Members from paying Membership Fees;
- specify, designate the Officers and Employees of the Society who may have signing authority on any bank account, term deposit or other investment of the Society, but in all such cases any withdrawal or transfer of any of the Society’s money, funds or investments in such accounts, or term deposits, shall require the signatures of any two (2) of the President, Vice-President, Treasurer or Manager.
- to hire and terminate employees of the Society;
- to retain on such terms as the Board deems necessary and appropriate contractors and consultants to and for the Society.
- to purchase and maintain insurance for the benefit of the Members of the Board and Officers of the Society against any liability incurred in their capacity as Members of the Board or Officers of the Society.
- to delegate any of the powers granted to the Board, to an officer, or employee of the Society.
- with the exception of the Building from which the Society provides the sport of curling to its Members, to sell or otherwise dispose of assets of the Society.
Rescission or Amendment of Bylaws
The Bylaws may be rescinded, altered or added to by a Special Resolution of the Members of the Society.
Arbitration
Any dispute arising out of the affairs of the Society or between any Members of the Society or between
- a Member or person who is aggrieved or who has, for not more than six (6) months ceased to be a Member; or
- a person claiming through the Member or aggrieved person or claiming under the Bylaws of this Society,
and the Society or Director or Officer of the Society shall be decided by arbitration which shall be under the Arbitration Act and as may be authorized by the provisions of the Societies Act.
Notice
All notices, requests, demands, elections and other communications required to be provided to the Members of the Society shall be in writing and shall be deemed to have been duly given only if delivered personally, mailed by regular mail, faxed or emailed to the current mailing address, fax number, or email address of the Members. Any writing given in the manner set forth in this Article shall be deemed to be given when personally delivered or, if mailed in the manner herein provided shall be deemed to have been received by the Member FIVE (5) DAYS after posting, or if given by fax or email, on the day after the date the fax or email was sent and confirmed. In the event of disruption or threatened disruption of regular mail services by strike or threatened strike, such notices, requests, demands, elections and other communications shall be deemed to have been duly given only if personally delivered, faxed or emailed.
Indemnification of the Members of the Board
The Members of the Board, their heirs, executors and administrators respectively shall from time to time, and at all times, be indemnified and be saved harmless out of funds of the Society from and against:
- all costs, charges and expenses whatsoever which such Members of the Board may sustain or incur in or about any action, suit or proceedings which is or may be brought, commenced or prosecuted them for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them in or about the execution, or purported execution of the duties of their office;
- all other costs, charges and expenses which they may sustain or incur, in or about, or in relation to any act, deed, matter or thing whatsoever made done or permitted by them in or about the execution, or purported execution of the duties of their office except such costs, charges and expenses as are occasioned by them by their own wilful neglect, dishonesty or fraud.
- no Member shall be liable for the acts, receipts, neglects or defaults of any other Member or employee of the Society, or for joining in any receipts or act of conformity, or deficiency of title to any property acquired by order of the Board, or on behalf of the Society, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Society may be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or association with whom, or for which any monies, securities or effects may be lodged or deposited for any loss, damage or misfortune whatsoever which may happen in the execution, or purported execution of the duties of their office in relation thereto, unless the same shall happen by or throughout their own dishonesty, or wilful neglect, or wilful default.Bylaws
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