Bylaws

1SWAMP DONKEY MUSICAL THEATRE SOCIETY

BYLAWS

ARTICLE 1:       PREAMBLE

1.1       The name of the society shall be the Swamp Donkey Musical Theatre Society (hereinafter “Society”).

1.2       The following articles set forth the Society’s Bylaws (hereinafter “Bylaws”) and shall regulate the business and affairs of the Society.

ARTICLE 2:       DEFINITIONS AND INTERPRETATION

2.1       DEFINITIONS:

In these Bylaws:

2.1.1    “Act” means the Societies Act, R.S.A. 2000, c. S-14, as amended, and the regulations thereunder.

2.1.2    “Adult” means any person eighteen (18) years of age or older.

2.1.3    “Annual General Meeting” means the annual meeting of Members as described in article 6.4.

2.1.4    “Board” means the Board of Directors of the Society and is comprised of Officers and Directors.

2.1.5    “Board Meeting” means a regular meeting of the Board as described in article 6.2.

2.1.6    “Chairperson” means, with respect to a meeting of the Society or the Board, the President of the Society or, in the absence of the President, the Vice President of the Society or, in the absence of the President and Vice President, the Secretary of the Society or such other member of the Board as may be designated by a Majority Vote of the Board for that meeting.

2.1.7    “Committee” means a group of Members established by the Board to facilitate certain tasks and/or assist the Board with making decisions and to which the Board has delegated certain powers and responsibilities.

2.1.8    “Director” means an individual elected to act and vote on the Board and empowered to administer the Board’s affairs on behalf of its Members.

2.1.9    “Executive” means the executive committee of the Board which is comprised of the President, Vice President, Secretary, and Treasurer.

2.1.10  “Employee” means an individual hired and remunerated by the Board to assist the Board in carrying out its functions.

2.1.11  “Family” means up to two Adults and any number of children under the age of eighteen (18) living in the same residence.

2.1.12  “Fiscal Year” means the twelve month period commencing on August 1st of a year and ending on July 31stof the following year.

2.1.13  “General Meeting” means an Annual General Meeting or a Special General Meeting, as is applicable.

2.1.14  “In Camera Meeting” means a Board Meeting or a portion thereof which Members may not attend due to the confidentiality of the matters discussed therein.  A two-thirds (2/3) majority of votes cast by Directors present and eligible to vote at the Board Meeting is required to hold an In Camera Meeting.

2.1.15  “Legally Related” means any two or more persons associated through birth, adoption, marriage, or common-law agreement.

2.1.16  “Majority Vote” means more than fifty (50) percent of the votes cast by Members or Directors eligible to vote in person or by proxy, where permitted by these Bylaws, at the applicable General Meeting or Board Meeting, respectively, except as otherwise noted in these Bylaws.

2.1.17  “Member” means an individual or Family who has an annual membership in the Society, whose membership fees have been paid in full, and who is not suspended or expelled from the Society.

2.1.18  “Objects” are the purposes of the Society and describe and identify the reasons the Society was created and what it intends to do.

2.1.19  “Officer” means a Director of the Board who is a member of the Executive.

2.1.20  “Notice” means providing notice to Members or the Board, as the case may be, in accordance with the time requirements and methods set out at article 9.

2.1.21  “Policies and Procedures” means the administrative rules and practices created by the Board which guide the Board, its Employees, and its Representatives in managing the affairs and business of the Society.  The Policies and Procedures must be consistent with the Bylaws and may be amended by the Board from time to time at the discretion of the Board, and updates shall be provided to Members on a timely basis.

2.1.22  “Representative” means a Member or a Committee to which the Board has delegated specific powers and responsibilities.

2.1.23  “Special General Meeting” means a special meeting of the Members as described in article 6.3.

2.1.24  “Special Resolution” means a resolution:

  1. Passed at a General Meeting where not less than twenty one (21) days’ Notice specifying the intention to propose the resolution has been duly given in accordance with the Notice provisions set out at article 9 and by the vote of not less than seventy five (75) % of Members who, if entitled to do so, vote in person or by proxy;
  2. 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 Members entitled to attend and vote at the General Meeting so agree; or
  3. consented to in writing by all the Members who would have been entitled at a General Meeting to vote on the resolution in person or, where proxies are permitted, by proxy.

2.2       INTERPRETATION:

In these Bylaws:

2.2.1    The singular shall include the plural and vice versa;

2.2.2    The word “person” shall include corporations and associations;

2.2.3    The masculine shall include the feminine and vice versa;

2.2.4    A capitalized derivative of a defined term shall have a corresponding meaning;

2.2.5    Any reference to a statute or a section thereof shall be deemed to extend and apply to any amendment to such statue or section thereof and the regulations thereunder, as the case may be.

2.2.6    Any term that is defined or otherwise interpreted in the Act and is used in these Bylaws but is not defined in these Bylaws shall have for the purposes of these Bylaws the same meaning as that defined or interpreted in the Act.

2.2.7    Where there is a conflict between the definition and/or interpretation of a term used in these Bylaws and used in the Act, the definition and/or interpretation set out in the Act shall prevail.

ARTICLE 3: GOVERNANCE AND POWERS

3.1       Governance:

3.1.1    The Society is a democratic organization that is administered by the Board.

3.1.2    The Board shall ensure that each Member has a reasonable opportunity to be heard and to express his or her views for consideration.

3.2       Powers:

3.2.1    Subject to all applicable laws and these Bylaws, the Board shall have and exercise all powers of the Society.

3.2.2    The Board’s powers and duties include, but are not limited to the following:

  1. Promoting the Objects of the Society;
  2. Promoting Membership in the Society;
  3. Issuing Memberships, collecting associated Membership fees, and maintaining an updated register of Members;
  4. Holding Board Meetings and General Meetings as set forth in the Bylaws;
  5. Keeping a record of minutes of all Board Meetings and General Meetings and reviewing such minutes;
  6. Making Policies and Procedures from time to time for the operation of the Society with such Policies and Procedures being recorded and kept in the Society’s records;
  7. Appointing Representatives and Employees that the Board deems necessary to carry out the Objects of the Society;
  8. Ensuring that the books and records of the Society required to be created and maintained by these Bylaws, the Act, or other applicable legislation or law are regularly and properly kept and made available to Members for inspection in accordance with these Bylaws;
  9. Approving an annual budget for the Society;
  10. Paying all expenses and receiving all revenue respecting the operation and management of the Society;
  11. Undertaking, through whatever means the Board determines is advisable, to further the financial position of the Society, including fundraising activities and grant applications, and to make whatever expenditures as are necessary to carry out its functions;
  12. Managing, selling, leasing, disposing, or otherwise dealing with the property of the Society, and entering into contracts on behalf of the Society;
  13. Ensuring that all policies of insurance required by the Act or other applicable legislation or law to be acquired and maintained, are acquired and maintained; and
  14. Filing such returns, reports, or other materials as are required to be submitted under the Act, legislation, or other law.

3.2.3    The Board may delegate specific powers and responsibilities to its Representatives.

3.2.4    No Director shall take it upon him or herself to commit the time, resources, or finances of the Society, the Board, Representatives, and/or Employees without prior written approval of such commitment at a duly constituted Board Meeting.

ARTICLE 4: BOARD OF DIRECTORS

4.1       Composition of the Board:

4.1.1    The Board shall consist of the Officers and not less than two (2) and not more than five (5) Directors as elected at an Annual General Meeting.

4.1.2    Each Director shall be a Member of the Society at the time of election or appointment and throughout the Director’s term as Director.

4.1.3    If fewer than six (6) Members are elected at the Annual General Meeting, the Board shall have the power to appoint additional Members to the Board, to a maximum of two (2), upon a two-thirds (2/3) majority of the votes cast by Directors present and eligible to vote at any duly constituted Board Meeting.

4.2       Terms:

4.2.1    Directors shall serve a term of two (2) years.

4.2.2    Retiring Directors may offer themselves for renewal to a maximum of three (3) consecutive terms in the same position.

4.2.3    No Member may be elected or appointed as a Director in the same position for more than four (4) years in succession without a Special Resolution of the Membership. Subject to article 4.6.10, a Member shall be eligible to serve again as a Director following an absence of one (1) year.

4.2.4    Insofar as is possible, the President and Treasurer should be nominated from continuing Directors.

4.3       Vacancies:

4.3.1    Vacancies on the Board, however caused, may be filled by Directors if they see fit to do so provided that a quorum of Directors remains in office, in which case such vacancy shall be filled at the next Annual General Meeting.  However, if there is not a quorum of Directors, the remaining Directors shall promptly call a Special General Meeting to fill the vacancies.  Any vacancy on the Board that is filled further to this provision shall be until the next Annual General Meeting at which time the election process set out at article 8 shall apply to that Board position.

4.4       Remuneration:

4.4.1    Subject to article 11.6, the Directors of the Board shall serve without remuneration, and no Director shall directly or indirectly receive any profit for acting as a Director, provided that a Director may be paid reasonable expenses incurred by the Director in the performance of his or her Board duties.

4.4.2    No person Legally Related to a Director shall receive remuneration for his or her services unless authorized at a Board Meeting by a Majority Vote of Directors present and eligible to vote at the applicable meeting.

4.5       Withdrawal:

4.5.1    In the event that a Director wishes to withdraw from his or her position, he or she may do by giving written notice to the Board.

4.5.2    The withdrawal shall be effective immediately upon the Board’s receipt of written notice.

4.6       Removal:

4.6.1    Directors shall be automatically removed from office if they are absent for more than four (4) Board Meetings, and if the Board determines, by Majority Vote, that such Director is to be removed from office.

4.6.2    Subject to the provisions set out above, the Board shall have the power to remove any Director from office if said Director:

  1. Fails to act in accordance with the Bylaws, Objects, Policies and Procedures of the Society, and/or the goals and resolutions of the Board;
  2. Willfully breaches the Bylaws, Objects, and/or Policies and Procedures of the Society;
  3. Disrupts the meeting or functions of the Society in a manner that is determined to be improper, unbecoming, or likely to discredit or endanger the interest or reputation of the Society;
  4. Conducts him or herself in a manner that is determined to be improper, unbecoming, or likely to discredit or endanger the interest or reputation of the Society; or
  5. Acts or fails to act in a manner that causes harm to the Society.

4.6.3    The Board shall provide the Director in question with written Notice of the Board’s intention to consider the potential removal of the Director at least fourteen (14) days before the Board Meeting at which the matter is to be considered.

4.6.4    Notice shall be provided in the form set out at article 9.

4.6.5    The Notice shall include the reason(s) why the Board is considering the potential removal of the Director.

4.6.6    The Director being considered for removal shall be automatically suspended from office until the matter is dealt with at the Board Meeting.

4.6.7    The Director being considered for removal shall have the opportunity to submit a written statement to the Board and appear before the Board at the applicable Board Meeting.

4.6.8    At the applicable meeting, the Board shall vote on the matter of the potential removal. The Director may be removed by a vote of not less than two-thirds (2/3) of Directors present and eligible to vote in favour of the removal.  The Director being considered for removal is not eligible to vote on the matter.

4.6.9    The Board may exclude the Director in question from its final discussion of the matter and/or the vote on the matter.

4.6.10  Any Director removed from office shall not be eligible to stand for election or appointment to the Board for a period of two (2) years from the date of his or her removal.

4.7       Duties of the Officers:

President:

4.7.1    The President shall, in accordance with these Bylaws:

  1. Be responsible for the general supervision of the Society;
  2. Call, attend, and chair all meetings of the Society and the Board;
  3. Prepare all meeting agendas; but may delegate this authority to the Vice President or such other member of the Board as is reasonably appropriate in the circumstances;
  4. Act as the official spokesperson for the Society, but may delegate such authority to the Vice President or such other member of the Board as is reasonably appropriate in the circumstances;
  5. Be the principal signing authority on all contracts, official and legal documents of the Society, and documents requiring an “authorized signature”, in accordance with the provisions set out at article 11.2;
  6. Be a designated signing authority on all bank accounts of the Society, in accordance with the provisions set out at article 11.2;
  7. Be an ex-officio member of all Committees;
  8. Be a member of the Executive and the Board; and
  9. Carry out other duties pertaining to this office, and such other duties as may be assigned by the Board.

Vice-President:

4.7.2    The Vice President shall, in accordance with these Bylaws:

  1. Assist the President generally in the performance of the President’s duties;
  2. Attend all meetings of the Society and the Board;
  3. Assume the powers and duties of the President in either a temporary or permanent absence of the President, including serving as Chairperson at all meetings in the absence of the President;
  4. Be a designated signing authority on all contracts, official and legal documents of the Society, and documents requiring an “authorized signature”, in accordance with the provisions set out at article 11.2;
  5. Be a designated signing authority on all bank accounts, in accordance with the provisions set out at article 11.2;
  6. Chair Committees as appropriate in the circumstances;
  7. Be a member of the Executive and Board; and
  8. Carry out such other duties pertaining to this office and such other duties as may be assigned by the Board.

Secretary:

4.7.3    The Secretary shall, in accordance with these Bylaws:

  1. Attend all meetings of the Society and the Board and ensure that accurate minutes are kept of such meetings;
  2. Prepare all correspondence of the Society under the direction of the President and the Board;
  3. Be a designated signing authority on all contracts, official and legal documents of the Society, and documents requiring an “authorized signature”, in accordance with the provisions set out at article 11.2;
  4. Be a designated signing authority on all bank accounts of the Society, in accordance with the provisions set out at article 11.2;
  5. File the annual return, the audited financial statements, any Special Resolutions, changes in the Directors, amendments to the Bylaws, and other incorporating documents with the Corporate Registry or any other applicable regulatory body, as required by the Act, and other legislation or laws;
  6. Ensure that an updated register of Members is kept;
  7. Cause notices of meetings to be sent to Members as required under these Bylaws;
  8. Ensure that all records of the Society, other than financial records, are properly maintained, including these Bylaws and Policies and Procedures, and make these records available for inspection by Members, when required.
  9. Be a member of the Executive and the Board; and
  10. Carry out other duties pertaining to this office, and such other duties as may be assigned by the Board.

Treasurer:

4.7.4    The Treasurer shall, in accordance with these Bylaws:

  1. Attend all meetings of the Society and the Board;
  2. Be a designated signing authority on all contracts, official and legal documents of the Society, and documents requiring an “authorized signature”, in accordance with the provisions set out at article 11.2;
  3. Be a designated signing authority on all bank accounts of the Society, in accordance with the provisions set out at article 11.2;
  4. Collect all monies payable to the Society and ensure that all monies paid to the Society are deposited into a chartered bank, treasury branch, or trust company chosen by the board within thirty (30) days after receipt of those monies;
  5. Disburse the funds of the Society under the direction of the Board and in compliance with these Bylaws the Act, and other legislation or laws;
  6. Be responsible for the care, custody, control, and maintenance of the finances and financial records of the Society;
  7. Provide a monthly report of revenues, expenditures, investments, and amounts due and owing to the Society for more than thirty (30) days after the date that such amounts were due to be paid, and be able to advise the Board at any time of the financial position of the Society;
  8. Ensure that an audited financial statement for the preceding Fiscal Year is prepared by the appointed auditor and presented at the Annual General Meeting;
  9. Be a member of the Executive and the Board; and
  10. Carry out other duties pertaining to this office, and such other duties as may be assigned by the Board.

ARTICLE 5: MEMBERSHIP

5.1       Membership:

5.1.1    Any individual or Family with an interest in musical theatre in the community of Bragg Creek may become a Member of the Society.

5.1.2    The Board may specify categories of Membership and shall determine all question of interpretation of Membership.

5.1.3    An Employee may be a Member but may not hold a position on the Board.

5.2       Duties and Rights:

5.2.1    All Members have a duty to:

  1. Abide by the requirements set out in the Bylaws; and
  2. Act in a manner consistent with the Society’s Statement of Philosophy.

5.2.2   All Members have the right to:

  1. Participate in any and all programs and activities of the Society provided that eligibility and space permit;
  2. Attend at all Board Meetings, except those Board Meetings or portions thereof where the Board has voted in favour of proceeding with an In Camera Meeting;
  3. Participate and vote at any duly constituted General Meeting; and
  4. Stand for nomination or appointment as a Director, provided they are Adults at the time of nomination or appointment, as the case may be.

5.3       Fees and Register:

Fees:

5.3.1    The Board shall determine annual Membership fees.  These fees shall continue to apply until the Board makes a determination to amend the Membership fees.

Register:

5.3.2    A register of Members shall be kept current and confidential at the office of the Society, subject to the limitations set out at article 11.5.3.

5.3.3    The register shall contain the names of the applicants for incorporation and the name of every Member together with the following particulars for each Member:

  1. The full name;
  2. The residential address;
  3. The phone number, fax number, and email address;
  4. The date on which the Member was admitted;
  5. The date on which the person ceased to be a Member, if applicable; and
  6. The class of Membership, if applicable.

5.3.4    Members shall give notice to the Society in a timely manner of any change of that Member’s contact information contained in the register.

5.3.5    The Society shall keep the register at its registered office and shall permit a Member to inspect the register without payment of a fee, subject to the limitations set out at article 11.5.3.

5.3.6    Any Member who wishes to inspect the register must give reasonable notice and arrange a time reasonably satisfactory to the President or Secretary.

5.3.7    The Society shall, within a reasonable time of receiving from a Member a request to provide to the Member a copy of the register, the annual list of Members, or an excerpt from any one or more of them and on payment by the Member of a sum not exceeding $0.25 for every 100 words to be copied, provide to that Member a copy of the register, list, or excerpt so requested, subject to the limitations set out at article 11.5.3..

5.3.8    Notwithstanding the above, the Society may disclose the register, annual list of Members, or an excerpt from either or both of them to a Member only if the information contained therein is to be used by the Member for matters relating to the affairs of the society.

5.3.9    A Member may use personal information about another Member that is contained in the register, list or excerpt for any manner not referred to, above, if that other Member gives consent to that use.

5.4       Termination:

5.4.1    Each Membership will automatically terminate at the Annual General Meeting each year.

5.4.2    A Member whose Membership has terminated shall not be entitled to any of the rights of Membership until such time as his or her Membership is renewed and Membership fees paid in full.

5.4.3    Any Member whose Membership terminates may renew his or her Membership at any time thereafter.

5.4.4    Any Member may terminate his or her Membership at any time by notice in writing to the Society through the Secretary.  If the Secretary wishes to terminate his or her Membership he or she may do so by notice in writing to the Society through the President.

5.4.5    There shall be no reimbursement of Membership fees previously paid by Members to Members who terminate their Membership with the Society.

5.5       Suspension and Expulsion:

Reasons for Suspension or Expulsion:

5.5.1    The Board may suspend or expel any Member from the Society for one or more of the following reasons:

  1. The Member has failed to act in accordance with the Bylaws, Objects, and/ or Policies and Procedures of the Society;
  2. The Member has willfully breached the Bylaws, Objects, and/or Policies and Procedures of the Society;
  3. The Member has disrupted the meeting or functions of the Society in a manner that is determined to be improper, unbecoming, or likely to discredit or endanger the interest or reputation of the Society;
  4. The Member has conducted him or herself in a manner that is determined to be improper, unbecoming, or likely to discredit or endanger the interest or reputation of the Society; or
  5. The actions or omissions or the Member have caused harm to the Society.

 Procedures for Suspension and Expulsion:

5.5.2    The Board shall follow the following procedures to notify and make a determination regarding the suspension and expulsion of any Member of the Society:

  1. The Board shall provide the Member in question with written Notice of the Board’s intention to consider the potential suspension or expulsion of the Member at least fourteen (14) days before the Board Meeting at which the matter is to be considered.
  2. Notice shall be provided in the form set out at article 9.
  3. The Notice shall include the reason(s) why the Board is considering the potential suspension or expulsion of the Member from the Society.
  4. The Member being considered for suspension or expulsion shall have the opportunity to submit a written statement to the Board and appear before the Board at the applicable Board Meeting.
  5. At the applicable meeting, the Board shall vote on the matter of the potential suspension or expulsion. The Member may be suspended or expelled by a vote of not less than two-thirds (2/3) of Directors present and eligible to vote in favour of the suspension or expulsion, as the case may be.
  6. The Board may exclude the Member in question from its final discussion of the matter and/or the vote on the matter.

5.5.3    There shall be no reimbursement of Membership fees previously paid by any suspended or expelled Member.

Reinstatement:

5.5.4    Any Member who has been suspended or expelled may, upon written application requesting reinstatement to the Society, be reinstated at a General Meeting provided that the reinstatement:

  1. Is included on the agenda for that General Meeting; and
  2. Is approved by a two-thirds (2/3) majority of Members present and entitled to vote in person or by proxy.

ARTICLE 6: MEETINGS

6.1       Attendance at Meetings:

6.1.1    General Meetings of the Society shall be open to the public, except in the case of a Majority Vote by Members eligible and present or by proxy in favour of closing all or part of a meeting to attendees other than Members.

6.1.2    Board Meetings shall be open to all Members, except in the case of a vote by the Board in favour of an In Camera Meeting for all or part of the Board Meeting further to the provisions set out at article 2.1.14.

6.1.3    Members attending at Board Meetings are non-voting and require an invitation by the Board to speak.

6.2       Board Meetings:

6.2.1    Board Meetings shall be held as often as required, with at least ten (10) meetings per year.

6.2.2    Board Meetings shall take place at a regularly scheduled date and time as determined by the Directors.

6.2.3    Board Meetings shall be called by the President.

6.2.4    Additional Board Meetings may be called at any time upon instructions of the President.

6.2.5    Notice of Board Meetings shall be provided to Members in accordance with the Notice provisions set out at article 9.  Such notice shall include:

  1. The date, time, and location of the Board Meeting; and
  2. The agenda for the Board Meeting.

Board Meetings Via Email or Teleconference:

6.2.6    In the event that:

  1. A failure by the Board to make a determination regarding an issue would have a detrimental effect on the Society; and
  2. There is not enough time to provide Notice of a Board Meeting to Members in accordance with the Notice provisions set out in the Bylaws,

The Board may hold a meeting via email or telephone conference.

6.2.7    Notice of this meeting must be provided to all Directors at least twenty-four (24) hours before the meeting.  Notice may be provided by telephone call, email, or fax.  The Notice provisions set out at Article 9 do not apply to these meetings.

6.2.8    The quorum for an email or teleconference meeting is fifty (50) percent of the Directors.

6.2.9    A Majority Vote of Directors present and entitled to vote who exercise their right to vote shall be conclusive.

6.3       Special General Meetings:

6.3.1    A Special General Meeting to deal with a specific issue(s) may be called from time to time as required if:

  1. The Board sees fit to call a Special General Meeting;
  2. A matter is being proposed for determination by a Special Resolution; or
  3. The Board receives written request signed by at least ten (10) Members setting out the reason for requesting the Special Meeting and the motion intended to be determined at said meeting.

6.3.2    The Board shall hold a Special General Meeting within thirty (30) days of receipt of a request described at paragraph (c), above.  However, the Board shall not be required to proceed with that meeting, in whole or in part, if fewer than two-thirds (2/3) of those Members who signed the request are present in quorum for the meeting.

6.3.3    Notice of the Special General Meeting shall be provided to all Members in accordance with the Notice provisions set out at Article 9.  Such Notice shall set out:

  1. the date, time, and location of the Special General Meeting;
  2. the agenda for the Special General Meeting; and
  3. the motion substantially in the form to be voted on at the Special General Meeting.

6.4       Annual General Meetings:

6.4.1    The Society shall hold an Annual General Meeting on or before October 31stof each year.  The exact date of the Annual General Meeting shall be set by the Board.

6.4.2    Notice of the Annual General Meeting shall be provided to Members in accordance with the Notice provisions set out at article 9.  Such Notice shall include:

  1. The date, time, and location of the Annual General Meeting;
  2. The agenda for the Annual General Meeting; and
  3. Motions substantially in the form to be voted on, if any.

6.4.3    The business conducted at the Annual General Meeting shall include:

  1. The President’s report of the year’s activities, including a review of the significant initiatives pursued by the Board;
  2. The Treasurer’s report and the financial statement setting out the Society’s income, disbursements, assets, and liabilities, audited and signed by the Society’s auditor;
  3. The ratification of the appointment of the auditor for next fiscal year;
  4. Any other business of the Society, except that no vote shall be taken on any matter requiring Notice of a Special Resolution unless such Notice has been given in accordance with the provisions set out in these Bylaws; and
  5. The election of Directors, as required.

6.5       Adjournments:

6.5.1    Any meeting of the Society may be adjourned to a specified date and time with a Majority Vote.

6.5.2    Notice is not required for an adjourned meeting, unless a Special Resolution will be determined at the meeting in which case the Notice provisions for Special Resolutions set out in the Bylaws must be complied with for the adjourned meeting.

6.5.3    At the adjourned meeting only the unfinished business from the original meeting shall be conducted, provided that no adjourned meeting shall determine any matter requiring sanction through a Special Resolution unless the Notice requirements set out in the Bylaws for a Special Resolution are complied with for the adjourned meeting.

6.6       Quorum:

6.6.1    Quorum for a Board Meeting shall be fifty (50) percent of the Directors.

6.6.2    If there is no quorum present at a Board Meeting, the Chairperson may conduct the meeting, subject to the ratification of each decision made at such meeting at the next regularly called Board Meeting.

6.6.3    Quorum for a General Meeting shall be two (2) Officers and ten (10) Adult Members.

6.6.4    If there is no quorum at a General Meeting within thirty (30) minutes from the time appointed for that meeting, and provided that a minimum of one (1) Officer and five (5) other Adult Members are in attendance:

  1. The Chairperson shall, at his discretion and prior to terminating the original meeting, select a date, time, and place to hold another meeting, and any business may be dealt with at that rescheduled meeting if a quorum is present (or deemed to be present hereunder) at that rescheduled meeting, provided that the notice requirements specified in these Bylaws for a Special Resolution must be complied with if a Special Resolution is proposed for sanction at that rescheduled General Meeting; and
  2. If there is no quorum at the rescheduled General Meeting conducted under the preceding paragraph within thirty (30) minutes from the time appointed for that meeting, those Adult Members present shall be deemed to be a legal quorum, and that meeting shall be conducted and its conclusions and resolutions shall be legal and binding as though a full quorum had been present.

6.7       Minutes:

6.7.1    Minutes shall be taken and recorded at each General Meeting and Board Meeting.

6.7.2    The original copy of the minutes shall be kept at the office of the Society. 

ARTICLE 7: VOTING

7.1       Except for the Chairperson, each Adult Member shall have one vote at a General Meeting and each Director shall have one vote at a Board Meeting.

7.2       The Chairperson at a General Meeting or Board Meeting shall only vote to break a tie, except in the case of a vote by ballot, in which case the Chairperson has only one vote and not a casting vote.

7.3       At all meetings of the Society, every question to be determined shall be decided by a Majority Vote, unless otherwise required by these Bylaws or the Act.

7.4       To vote on a motion, it must first have been made and seconded.

7.5       A declaration by the Chairperson that a resolution has been carried or not carried, and an entry to that effect in the minutes of the Society shall be sufficient evidence of the fact without proof of number or proportion of the votes accorded favour of or against such resolution.

7.6       Except in the case of an election, voting shall be done by a show of hands unless a vote by ballot is demanded by a minimum of five (5) Adult Members.

7.7       If a vote by ballot is demanded and not withdrawn, the vote shall be taken in such manner as the Chairperson directs.

7.8       Adult Members may vote by proxy at General Meetings and elections provided that proxy votes are in writing and exercised by a fellow Adult Member, unless proxy votes are otherwise not permitted by these Bylaws or the Act.

7.9       Proxy votes may not be exercised by Directors at Board Meetings.

ARTICLE 8: ELECTIONS

8.1       All elections shall be held at the Annual General Meeting with the exception of elections for the purpose of filling Board vacancies.

8.2       A Nominating Committee will plan, organize, and run the election of the Board.

8.3       The Nominating Committee shall solicit and present a list of nominated candidates for election to the Board.

8.4       A nominee who will be absent from the Annual General Meeting must provide written acceptance of the nomination before the election.

8.5       Further nominations for the Board may be made from the floor at the Annual General Meeting by any Adult Member present at the Annual General Meeting from those Adult Members present at the Annual General Meeting.

8.6       An Employee may not be nominated for a position on the Board unless the Employee resigns from his or her position before accepting the nomination.

8.7       A Member may not be nominated for the same Board Position in which he or she has served for four (4) years in succession without a Special Resolution in accordance with article 4.2.3.

8.8       No person may hold more than one position on the Board at one time.

8.9       Voting will be by ballot unless there is only one (1) candidate for a position in which case he or she shall be acclaimed without a vote.

8.10     The Nominee who receives the most votes from Adult Members present or by proxy will be elected to the applicable position on the Board.

8.11     A declaration by the Chairperson stating the new Directors of the Board and entry to that effect in the minutes of the Society shall be sufficient evidence of the fact without disclosing the number or proportion of the votes recorded in favour or against.  Disclosure of the actual count is cause for censure.

8.12     Ballots will be destroyed upon a motion from the floor only after members of the Nominating Committee confirm the count and a declaration regarding the results of the election has been made by the Chairperson.

ARTICLE 9: NOTICE

9.1       Where these Bylaws require that due Notice be given to Members or the Board, including but not limited to Notice of General Meetings or Board Meetings, such Notice shall be provided in the following forms:

  1. Email, mail, or fax; and/or
  2. Publication on the Society’s website, social media page, and/or community newsletters.

9.2       Where these Bylaws require written Notice to be given, such Notice shall be provided by email, registered mail, or fax to the Member or Director, as the case may be. Such Notice shall be sent to the last email address, mailing address, or fax number recorded in the register of Members.

9.3       Notice is deemed to be given once posted or sent, as the case may be.

9.4       Where these Bylaws require a specific Notice period, the date on which the Notice is given and the date of the event for which Notice is given shall be included in calculating the Notice period.

9.5       Proper Notice shall be given to all Members for all General Meetings and Board Meetings.

9.6       The requisite Notice periods for meetings are as follows:

  1. The Notice period for General Meetings shall be at least twenty-one (21) day; and
  2. The Notice period for a Board Meeting shall be at least seven (7) days.

9.7       No inadvertent error or omission in giving notice of any Board Meeting or General Meeting shall invalidate the meeting or make void any proceedings of the meeting, provided that this provision shall not alter the Notice requirements pertaining to Special Resolutions.

9.8       Any Member or Director may at any time waive Notice of any such General Meeting or Board Meeting, respectively, except notice of a Special Resolution, and may ratify any and all proceedings of the meeting.

ARTICLE 10: COMMITTEES

10.1     The Board may appoint standing and ad hoc Committees to facilitate certain tasks and to assist the Board in its decision making.

10.2     The Board may delegate specific powers and responsibilities to Committees.

10.3     The Chairperson of any Committee shall be a Director of the Board.

10.4     The President shall be an ex-officio member of all Committees.

10.5     Committees shall submit their plans to the Board for approval before any work is undertaken or monies spent.

10.6     Committees shall meet from time to time or any time:

  1. At the discretion of the Committee Chairperson; or
  2. At the call of the Board.

10.7     Committees shall ensure updates and written reports are submitted to the Board on a regular basis or as required by the Board.

10.8     Committees’ banking matters shall be handled by the Board.  Committees shall not establish bank accounts separate from the accounts held by the Board.

10.9     Ad hoc Committees shall be dissolved once their assigned task has been completed.

ARTICLE 11: FINANCIAL AND OTHER MANAGEMENT MATTERS

11.1     Seal:

The Society is not adopting an official seal.

11.2     Finance and Audit:

Signing Authority:

11.2.1  The Officers designated under these Bylaws shall be the signing authorities for all contracts, legal and official documents of the Society, all documents requiring an “authorized signature” of the Society, and on the Society’s bank accounts.

Document Signing Authority:

11.2.2  The President shall be the principal signing authority on all contracts, official and legal documents of the Society, and documents requiring an “authorized signature”, together with the Secretary or, in the absence of the Secretary, with the Treasurer;

11.2.3  In the absence of the President or at the direction of the President, the Vice President shall be the designated signing authority on all contracts, official and legal documents of the Society, and documents requiring an “authorized signature”, together with the Secretary or, in the absence of the Secretary, with the Treasurer;

11.2.4  In the absence of the President and Vice President, the Treasurer and the Secretary shall be the designated signing authorities on all contracts, official and legal documents of the Society, and documents requiring an “authorized signature”.

Bank Signing Authority:

11.2.5  Two signatures of Officers are required on all of the Society’s cheques, and all cheques must be signed by either the President or the Treasurer unless otherwise authorized by them.  This authority may not be delegated to anyone other than the Vice President and Secretary.

11.2.6  Any cheque payable to a Director or to a person with whom the Director is Legally Related shall not be signed by that Director.

Finance:

11.2.7  Acceptance and approval of the budget is approval of any expenditure contained therein.

11.2.8  Subject to article 11.2.7, approval by a Majority Vote of the Board is required for:

  1. Any single expenditure not included in the approved budget that exceeds $250; and
  2. Any single expenditure included in the approved budget that is anticipated to be over expended by fifteen (15) percent of the amount included in the approved budget for that expenditure.

11.2.9  Subject to article 11.2.7, the Society may not make any single expenditure anticipated to exceed $1,000 without specific approval through a Special Resolution.

11.2.10 Notwithstanding articles 11.2.8 and 11.2.9, the Board may proceed with an expenditure for which approval is required under those articles insofar as the expenditure is required in an emergency situation to protect the Society and/or its property, provided that such an expenditure is then ratified as soon as is feasible under articles 11.2.8 or 11.2.9, as applicable.

Audit:

11.2.11 The books, accounts, and records of the Society shall be audited annually by a duly qualified accountant.  The board will determine any remuneration for such services in the discretion of the Board acting reasonably.  However, any such accountant may not be:

  1. A Director;
  2. A person Legally Related to a Director; or
  3. Any person who is a business partner or employee of a Director.

11.2.12 The audit report shall provide a complete and proper statement of the standing of the books for the preceding Fiscal Year.  It shall include:

  1. A statement of whether the auditor has had access to all the information required to prepare the audit report;
  2. A statement of whether the balance sheet and income statement provide an appropriate representation of the financial affairs of the Society; and
  3. A clear identification of any exceptions discovered during the conduct of the audit.

11.3     Borrowing Power:

11.3.1  For the purpose of carrying out its objectives, the Board may borrow funds up to an amount of $1,000 if a two-thirds (2/3) majority of Directors eligible to vote and present at the applicable meeting vote in favour of:

  1. That financing;
  2. The purpose for which the funds will be used; and
  3. A plan whereby the loan will be paid in full and the time period within which it will be paid.

11.3.2  The Society may not borrow funds totalling more than $1,000 without authorization from the Society through a Special Resolution.

11.3.3  Article 11.3 does not apply to fundraising or grant writing.

11.4     Acquisition and Disposal of Property:

11.4.1  For the purpose of carrying out its objectives, the Board may purchase or dispose of real or personal property up to an maximum value of $1,000 if a two-thirds (2/3) majority of Directors eligible to vote and present at the applicable meeting vote in favour of that purchase or disposal.

11.4.2  The Society may not purchase or dispose of real or personal property worth more than $1,000 without authorization from the Society through a Special Resolution.

11.5     Minute Book:

11.5.1  The Secretary or other Officer directed by the Board, shall maintain and have charge of the Minute Book of the Society and shall record or cause to be recorded in it the minutes of all proceedings of all General Meetings and Board Meetings.

11.5.2  The Minute Book shall contain the following documents:

  1. A copy of the Certificate of Incorporation of the Society;
  2. A copy of the Objects of the Society and any Special Resolution altering the Objects;
  3. A copy of the Bylaws of the Society and any Special Resolution altering the Bylaws;
  4. A copy of the Policies and Procedures of the Society;
  5. A copy of any formal agreements and contracts entered into by the Society;
  6. A copy of originals of all documents, registers, and resolutions required to be maintained or filed by the Act or other legislation or law;
  7. A copy of the audited financial statements for the preceding Fiscal Year; and
  8. A copy of all other documents directed by the Board to be contained in the Minute Book.

Inspection of the Books:

11.5.3  Subject to the limitations on the disclosure of personal information under the Personal Information Protection Act, R.S.A. 2003, c. P-6.5, and any other applicable legislation or law, the books and records of the Society may be inspected by any Member at any time at the registered office of the Society on the basis set forth in this article.

11.5.4  Any Member who wishes to inspect the books or records must give reasonable notice and arrange a time reasonably satisfactory to the President or Secretary.

11.5.5  All financial records of the Society are open for inspection by all Members.

11.5.6  Other records of the Society are open for inspection, except for records the Board designates as confidential.

11.5.7  All Directors shall at all times have access to such books and records.

11.6     Liability and Indemnification:

11.6.1  Each Director of the Society shall be deemed to have assumed office on the express understanding, agreement, and condition that each Director, former Director, and any person acting as a designated representative of the Society (and the respective heirs, executors, administrators, and estate of such person) shall from time to time and at all times be indemnified and saved harmless by the Society from and against:

11.6.2  All costs, charges, and expenses whatsoever which such person sustains or incurs in or about any action, suit, or proceeding that is brought, commenced, or prosecuted against that person for or in respect of any act, omission, decision, or matter whatsoever in or about the performance of that person’s duties; and

11.6.3  All other related costs, charge, and expenses in respect to any such act, omission, decision, or matter including, without limitation, reasonable legal costs on a solicitor client basis.

11.6.4  However, the indemnification granted in this clause shall not apply insofar as the act, omission, decision, matter, or those costs, charges, or expenses pertain or result from the fraud, dishonesty, or bad faith of that person.

11.6.5  The Board shall acquire and maintain such insurance coverage as the Board reasonably regards as appropriate to enable the Society to fulfil the responsibilities set forth in this clause.

11.6.6  No Director shall be liable for the acts or omissions of any other Director or Employee of the Society, or shall be responsible for any loss or damage due to bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing with the Society, and no Director shall be liable for any loss due to an oversight, error in judgment, or an act or omission in the Director’s role for the Society, unless and to the extent that the act or omission is due to fraud, dishonesty, or bad faith.

11.6.7  Each Director may rely on the accuracy of any statement or report prepared by the auditor of the Society.  No Director may be held personally liable for any loss or damage as a result of relying in good faith on that statement or report.

11.6.8  No Member shall be liable in the Member’s individual capacity for any debt or liability of the Society.

ARTICLE 12: CONFLICT RESOLUTION

12.1     If during any General Meeting or Board Meeting, the Membership or the Directors, respectively, are seriously divided on an issue, that issue may be referred to a Committee chaired by a Director appointed by the President.  At the initial meeting, the President will give Notice of a Special General Meeting to be held within ninety (90) days to review the findings of the Committee and vote on the issue.  Such Notice must comply with the Notice provisions for Special Resolutions set out at article 2.1.23 and the Notice provisions set out at article 9.

12.2     The Board may initiate mediation or arbitration to resolve conflicts when it is of the opinion that it is in the best interests of the Society to do so.

12.3     In the event that the Board decides to resolve a conflict through arbitration, the arbitration provisions set out in the Act shall apply.

ARTICLE 13: AMENDMENTS

13.1     These Bylaws and Objects shall not be rescinded, altered, or added to except by Special Resolution passed at a General Meeting.

13.2     If there is a conflict between the Act and any part of these Bylaws, the provisions of the Act shall prevail and shall have the effect of amending these Bylaws to the extent necessary to remedy that conflict without any action on the part of the Society.

13.3     Any question of procedure not provided for in these Bylaws or the Act shall be decided upon by the Board of Directors.

ARTICLE 14: RULES OF ORDER

14.1     All Board Meetings and General Meetings shall be governed by the then current edition of Roberts’ Rules of Orderunless these rules conflict with the Bylaws or special rules of order of the Society in which case the Bylaws and/or special rules of order shall govern.

ARTICLE 15: DISSOLUTION OF THE SOCIETY

15.1     The Society shall be dissolved voluntary if a Special Resolution to that effect is passed by the Society.

15.2     At the time of dissolution, funds held in the Gaming Account or Consolidated Gaming Account or assets purchased with gaming proceeds will be returned or distributed to another charitable organization with the approval or the Alberta Liquor and Gaming Commission Board.

15.3     If the Society is dissolved, any funds or assets other than those set out at article 15.2 that remain after paying all debts of the Society shall be distributed to one or more charitable organizations in Canada.

15.4     Upon dissolution, the Society shall not pay any dividends or distribute its property amongst its Members.