BYLAWS | SCSC

SCSC BYLAWS

Stampede City Ski Club Bylaws

BYLAW NO. 1

DEFINITIONS

These Bylaws regulate the transaction of business and affairs of the Stampede City Ski Club. In these Bylaws, including this Bylaw, unless the context otherwise requires:

A. CLUB - means the “Stampede City Ski Club” also known by the acronym SCSC

B. FISCAL/MEMBERSHIP YEAR - means the period from September 1 to August 31 of the following year

C. THE BOARD - means the Board of Directors, which shall be composed of three Directors

D. DIRECTOR - means a Member appointed by the Executive to the “Board of Directors” or any other Position established by the Executive

E. EXECUTIVE - means the President, Treasurer, Past President and any other elected/appointed offices

F. MEMBER - means a person who is an Active or Complimentary Member

G. VOTING MEMBER - any Member shall have the right to vote at any meeting of the Society, provided they were a Member in good standing of the Society for one (1) month prior to a Special Meeting and within the Membership year for the General Meeting. Complimentary Members from a partner Club do not have voting privileges

H. GENERAL MEETING - means a meeting of the Members called by the Executive, includes the Annual General Meeting

I. SPECIAL MEETING - means a Meeting of the Members, called by the President after receipt of a petition signed by at least 10 Members

J. QUORUM - means that ten percent (10%) of the Members at the date of the General or Special Meeting shall constitute a quorum. This includes those voting by written proxy

K. AUDIT - the official examination of the SCSC records

L. AUDITOR - the official examination of the SCSC records

BYLAW NO. 2

MEMBERSHIP

A. ELIGIBILITY

Active Member
Means a person who has submitted a completed application for Membership to the Club and has paid the prescribed fee for the Membership Year OR a person who has made an on-line Membership purchase. No person shall be eligible for Membership if they have not achieved the age of majority
Complimentary Member
Means a person who has been awarded such status by the Executive e.g. by being a current Member of the Executive.

B. RIGHTS AND OBLIGATIONS

All Members shall:

a) be entitled to attend all functions/events. Membership is required to go on Club-organized overnight trips;
b) be entitled to attend and speak through the Chair within the limits prescribed by Robert’s Rules at General and Special Meetings;

c) be entitled to vote at all General and Special Meetings, provided they were a Member in good standing of the Society one (1) month prior to a Special Meeting and within the Membership year for the Annual General Meeting – “Voting Member”. Complimentary Members from a partner Club do not have voting privileges.

d) not be liable in their individual capacity for any debt or liability of the Club with provisos stated in Bylaw 3 Section H (vii) and Bylaw 4 Section F (3);
e) be aware that all rights and privileges cease when the Member resigns, dies or is expelled from the Club; and

f) be obligated to adhere to the Bylaws of the Club and Code of Conduct as updated from time to time.

C. FEES

1. Active Members

The Membership Fee shall be established by the current Executive and shall be in 2

effect for the Membership Year and remain at that value until changed. The Membership Fee may be changed by an Executive for the next Membership Year and shall be approved by the Board.

2. Complimentary Members
No Membership Fee shall be levied in the current membership year.

D. WITHDRAWAL

Any Member wishing to withdraw from Membership in the Club may do so. No portion of the prescribed Membership Fee shall be refunded.

E. EXPULSION

A Member may be asked to withdraw from Membership in the Club by the Executive and if they decline to do so they may be expelled from the Club by unanimous vote of the Executive. Once expelled, a person is barred from all functions/events. Any Member required to resign from the Club shall not again be approved for Membership, unless the Executive is satisfied that the reason for which the expulsion was required no longer exists.

Within fourteen (14) days from receipt of the expulsion notification, the Member may present a notice of appeal to the Executive.
Within fourteen (14) days from the notice of appeal, the President shall call a meeting of the Executive for the purpose of reconsidering the expulsion. The member shall be notified of this meeting and requested to present their appeal. The Executive shall, by two-thirds (2/3) majority vote, confirm or change the expulsion.

If the expulsion is upheld, the Member may appeal the decision by petitioning the Executive within fourteen (14) days with the signatures of ten (10) Members to call a Special Meeting. Within twenty-five (25) days from receipt of petition, the President shall call a Special Meeting of the general Membership for reconsidering the expulsion.

While an expulsion is being appealed, the Member shall be deemed to be under suspension and all of the Member's rights are suspended.

BYLAW NO. 3

EXECUTIVE

A. COMPOSITION OF THE EXECUTIVE

The Club Executive includes the Past President, the President and the Treasurer and any other elected/appointed offices. Executive Members may only hold one office at a time.

B. ELIGIBILITY

1.ELECTED EXECUTIVE MEMBERS

Any Member is eligible to be nominated to any elected position excluding the Treasurer subject to sub-clause 2.

2.THE TREASURER

Any Member possessing accounting experience is eligible to be nominated.

3.PAST PRESIDENT

The person holding the office of Past President shall be the person who held the office of President previous to the current President, or if that person is unavailable, the Past President shall be a person who held an Executive position in a previous year.

C. RESIGNATION, WITHDRAWAL OR EXPULSION OF EXECUTIVE MEMBERS

Any Executive Member may resign by providing a letter of resignation to the President. Forthwith upon presentation of said letter of resignation, the resigning Member shall present to the President a written report of all business conducted up to the date of the former Member’s resignation along with any files, documents, records, etc., in good order, that pertain to the Club.
An elected or appointed Executive Member may be expelled from the Executive by a 60 percent vote of the Executive Members present. Members at this meeting must be provided with written notice of this meeting 7 days prior to the meeting date.
In case of the resignation, death or expulsion of a person holding an office as an elected or appointed Executive Member, another Member may be appointed as a replacement by a majority of the Executive Members present at an Executive Meeting.

D. EXECUTIVE MEETINGS

The President shall call a meeting of the Executive at least once every 3 months or as often as the business and affairs of the Club require. Any 2 Executive Members may call a meeting of the Executive provided they request the President in writing to call such a meeting, and they shall state the business to be brought before the meeting.
Members of the Executive must be present for 6 out of 9 meetings annually. Attendance can be in person or virtual.
A quorum will be at least 50% of the Elected Executive. No business shall be conducted at an Executive Meeting unless a quorum is present.
Robert’s Rules of Order shall be the final authority for procedural questions raised at an Executive Meeting.
No notice is required to be given for Executive Meetings if a regular day of the month, time and place has been fixed; otherwise 7 days advance notice to all Members of the Executive is required.
Executive Members have the right to vote at all Executive Meetings. If any Executive Member is unable to attend, they may appoint a Member to attend or provide a proxy for a vote on their behalf. However, in no case shall any Member have more than one vote.
If the Club chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the policies and procedures of the Organization. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the policies and procedures of the Organization, by means of any telephonic, electronic or other communication facility that the organization has made available for that purpose

E. TENURE

Executive Members holding the offices of President and Treasurer shall serve for a 2-year term with other Executive Members serving a 1-year term following their election and/or until a new Executive is elected at the next Annual General Meeting.

F. SIGNING AUTHORITY

Signing authority is vested as any 2 signatures of any Elected/Appointed Executive Member on financial transactions where a signature is required. Requisition back-up documentation is to be provided for all financial transactions.

G. REMUNERATION

No remuneration shall be paid for services rendered in their Executive capacity. However, they shall be entitled to reimbursement of reasonable expenses which are approved by a Member of the Executive or Board.

At no time and under no situation shall any member of the executive accept any gifts, credits, gratuities, trips, or other forms of compensation. Any such gifts, credits, gratuities, trips, or other forms of compensation offered must be refused or accepted on behalf of the Club and immediately reported to the Executive. All such gifts, credits, gratuities, trips, or other forms of compensation become the sole property of the club and are to be used for Club events and promotions.

H. DUTIES OF THE EXECUTIVE

(i) The Executive shall always have full power to make policies for managing and operating The Club with the best interest of the Club.

(ii) The Executive shall have the right to appoint Committees, to prescribe policies and rules to be followed by all Committees and to remove and replace Committee Members if such Members are not meeting their mandate.

(iii) The Executive shall have the power to make rules and regulations, authorize and perform, such acts as may be required from time to time to provide for contingencies and circumstances not expressly covered by these Bylaws. Any such action, however, may be modified or revoked by a simple majority vote of the Members present at a Special General Meeting called for that purpose.

(iv) The Executive shall provide the Board of Directors with a proposed Administrative Budget by October 31st, and a proposed Complete Budget by November 30th, with financial information in April, and with Year-End Financial Statements in 2 weeks before the AGM.

(v) The Executive shall provide the Board with information on contracts of more than one- year duration and/or monetary commitments larger than One Thousand Dollars ($1,000.00) not included in the Annual Budget.

(vi) The Executive shall secure and appoint an Auditor to audit the Year-End Financial Statements of SCSC for presentation at the Annual General Meeting.

(vii) Executive Members are not liable in their individual capacity for any debt or liability of the Club with the exception for acts occasioned by their own dishonesty, wilful neglect or fraud.

POWER TO CENSURE

If the Board fails to fulfill their duties as required in Bylaw No. 4 Section F (1) (2), the Executive at its discretion may initiate the following measures:

Censure the Board in whole or in part.
Request the resignation in whole or in part of the Board.
Upon such resignation, the Executive may appoint a new Board in whole or in part.

J. RESPONSIBILITIES OF THE EXECUTIVE MEMBERS

1. PRESIDENT

a) Shall be an ex-officio member of all Committees.

b) Shall be responsible for the coordination of the activity of all Executive Members.

c) Shall chair all General, Special and Executive Meetings or shall delegate the chair to a Member in good standing

2. PAST PRESIDENT

a) Shall act in an advisory position to the Executive.

b) Shall act as a liaison between the Executive and the Board.

c) Shall be Chair of the Nominating Committee.

d) Advisory position to the Board.

3. TREASURER

a) Shall be responsible for all financial transactions of the Club.

b) Shall present accounting record books that are in accordance with generally

accepted accounting procedures. The Treasurer shall prepare and present a semi-annual Balance Sheet and a Statement of Revenue and Expense to the Executive.

c) (i) Shall prepare Year-End Financial Statements to the Executive for approval 5 weeks before the AGM. The Treasurer shall submit a copy of the audited Financial Statements to the President, for the records of the Club, and submit a copy of same for presentation to the Membership at the AGM.

(ii) The audited Financial Statements that must accompany the Annual Return need NOT be audited by a professional accountant as per Subsection I (4) of the Alberta Societies Act.

d) Shall present a yearly Budget for Club operations by consolidating Budgets prepared and presented by Executive Members or their delegates.

e) Shall ensure that all events keep accurate accounting records.

f) Shall require Executive approval for all expenditures over Five Hundred

Dollars ($500.00), not having prior Budget approval.

g) Shall continually investigate, advise and instigate more efficient and secure

means of management of all levels of Club finances.

4. VICE-PRESIDENTS OFFICE IF ELECTED/APPOINTED

Each Vice-President shall be an ex-officio member of each event delegated to them by the Executive. Each Vice-President shall ensure that Budgets, reports and Financial Statements of each of the events for which they are responsible are prepared and presented to the Executive in a manner satisfactory to the President and shall perform such other duties as may from time to time be delegated to them by the Executive.

Each Vice-President shall be responsible for all events relating to their specific activity.

BYLAW NO. 4

BOARD

A. COMPOSITION

The Board shall consist of three Directors.
The three board members shall choose the Board Chair by vote amongst themselves from the three board members. Board Members may only hold one office at a time.

B. APPOINTMENT

Board Members shall be appointed by the incoming Executive within two weeks of the Annual General Meeting from volunteers of the Membership who step forward at the Annual General Meeting.

C. TERM OF OFFICE

Each Director shall hold office for 2 years. Terms shall be staggered each year.

D. RESIGNATION, WITHDRAWAL OR EXPULSION OF BOARD MEMBERS

Any Director may resign by providing a written resignation to the Executive and the Executive shall accept such resignation and forthwith appoint a Member to hold the office of the resigning Director for the remainder of term of the resigning Director.
The resigning Member shall present to the President a written report of all business conducted up to the date of the former Member’s resignation along with any files, documents, records, etc., in good order, that pertain to the Club.
An appointed Board Member may be expelled from the Board by a 60 percent vote of the Executive Members present at a meeting duly called for this purpose. Members at this meeting must be provided with written notice of this meeting 7 days prior to the meeting date.
In case of the resignation or withdrawal of a person holding an office as an appointed Board Member, another Member may be appointed as a replacement by a majority vote of the Executive Members present at an Executive Meeting.

E. MEETINGS

1) The Board shall meet a minimum of 3 times per year at approximately the following times to perform the following functions:

November - for budget review

April - for financial review

September - for review of Year-/End Financial Statements

2) Board members must be present for 2 out of 3 meetings annually, one of which must be the Fiscal Year-End Review in the current fiscal year. Attendance can be in person or virtual

3) Board members attending Executive Meetings are not entitled to vote unless the executive so chooses to grant that right at a specific Executive meeting to deal with a specific issue for that meeting only

4) During the Year - End Review and Audit, to maintain the integrity and objectivity of the Year-End Review process, members of the board shall refrain from having any official or unofficial discussion(s) with individual member(s) of the executive without the knowledge of the Board Chair and/or the President.

F. DUTIES

The Board shall review the financial and contractual affairs of the Club.
The Board shall be responsible for conducting an annual review of the Year-End

Financial Statements and the accounting records for that Fiscal Year.
Board members are not liable in their individual capacity for any debt or

liability of the Club with the exception for acts occasioned by their own dishonesty, wilful neglect or fraud.

G. POWERS

If the Board does not receive financial or contractual information as required in Bylaw No. 3 Section H (iv) (v), it may at its discretion initiate the following measures:

Censure the Executive in whole or in part.
Request the resignation in whole or in part of the Executive. Such resignation would

not take effect until confirmed by a Special Resolution of the Members at a General

or Special Meeting.
Upon such resignation, the Board may appoint a new Executive in whole or in part,

which appointment shall be presented for ratification at the next General Meeting.

H. REMUNERATION

No remuneration shall be paid for services rendered in their Board capacity. However, they shall be entitled to reimbursement of reasonable expenses which are approved by an Executive Member.

At no time and under no situation shall any member of the Board accept any gifts, credits, gratuities, trips, or other forms of compensation. Any such gifts, credits, gratuities, trips or other forms of compensation offered must be refused or accepted on behalf of the Club and immediately reported to the Executive. All such gifts, credits, gratuities, trips or other forms of compensation become the sole property of the Club and are to be used for Club events and promotions.

BYLAW NO. 5

ELECTION OF EXECUTIVE MEMBERS

A. DATE OF ELECTION

The election of Executive Members shall take place at the Annual General Meeting.

B. ELECTION COMMITTEE

The Past President or designate, which shall be a Member in good standing, shall be Chair of the Election Committee. The Past President shall be in charge of all aspects of the nomination and election of Executive Members.
The Chair of the Election Committee shall appoint a Committee at their discretion.
The Chair of the Election Committee shall keep all ballots and a record thereof for

10 days after the date of the election.
The Chair of the election Committee shall advise the membership of the current terms

of the outgoing executive and the executive positions up for election, along with a tentative slate of candidates for the upcoming election at the AGM 14 days prior to the AGM.

C. NOMINATIONS

Any two Members may in writing at any time up to 12:00 noon on the day prior to the date of the election, nominate another Member for election as an Elected Executive Member, provided that such nomination shall be with the consent of the nominee in writing.

Any Executive position not filled by the election procedure will become the responsibility of the elected Executive Members. The Executive may appoint any Member in good standing to these vacant positions.

D. VOTING AND PROXY

Each eligible Voting Member may vote by secret ballot or by proxy if they cannot attend the Annual General Meeting. A maximum of 2 proxies are allowed per Member. Members voting by proxy are to indicate in writing their voting preference.

BYLAW NO. 6

GENERAL AND SPECIAL MEETINGS

A. CALLING AND NOTIFICATION OF MEETINGS

A General Meeting may be called at any time by the Executive.
A Special Meeting shall be called by the President upon receipt by them of a petition

signed by at least 10 Members setting forth the reason for calling such a Meeting.
Written notice by way of Canada Post mail, fax or electronic mail of all General or Special Meetings shall be given to all Members at least 21 days before each such meeting.
Notice will contain a proposed agenda and reasonable information to permit Members to make informed decisions. Failure for the intended recipient in receiving the notice will not null and void the meeting nor the decisions or actions from that meeting.
If the Club chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the policies and procedures of the Organization. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the policies and procedures of the Organization, by means of any telephonic, electronic or other communication facility that the organization has made available for that purpose.

B. ANNUAL GENERAL MEETING

The Club shall have an Annual General Meeting that shall take place within 30 days of the end of the fiscal year (August 31).

C. QUORUM

Ten percent (10%) of the Members at the date of the meeting shall constitute a quorum at a General or Special Meeting.

D. MOTIONS

Motions from Members for consideration at the AGM must be submitted to the President no less than 2 weeks prior to the AGM for consideration. All motions to be voted upon at the AGM, save those consequential to matters arising during the AGM, must be provided in writing to the Membership not less than 21 days prior to the Meeting.

When a motion has been presented, it must be seconded before discussion can proceed. If there is no seconder, the motion will fall to the floor and the next item of business will proceed.

E. RIGHT TO VOTE

(i) All Voting Members have the right to vote at General and Special Meetings.
(ii) Votes will be determined by a show of hands, in writing, or orally unless a secret or recorded ballot is requested by the majority of those Members voting.

(iii) The Chair shall vote in a ballot vote wherein they will cast their ballot with the other Voting Members. In a tie vote, the vote IS decisive, since the motion failed to achieve majority.
(iv) In a show of hands, in writing or orally if the vote is tied, the Chair can vote if they want the motion to be adopted. If the affirmatives outnumber the opposition by one vote, the Chair doesn’t need to vote unless they want the motion to fail. They can then cast a vote in the negative, creating a tie and causing the motion to fail. The Chair only votes when they want to use their vote to affect the result.

F. RULES OF ORDER

Robert’s Rules of Order shall be the final authority for the procedural questions raised at General and Special Meetings.

BYLAW NO. 7

CONTRACTS, BORROWING AND INSURANCE

A. CONTRACTS

No contract entered into by the Executive on behalf of the Club or by any Executive Member on behalf of the Club shall be for a term of greater than one year unless such contract is approved by the Board.

The Treasurer shall be given a copy of any contract made immediately upon signing.

B. BORROWING

The Executive may borrow or secure the payment after providing notification to the Board of Directors and obtaining ratification by a majority of the Membership at a Special Meeting.

C. INSURANCE
The Executive may, on behalf of the Club, enter into insurance and bonding contracts.

BYLAW NO. 8

BYLAWS

The Bylaws of the Club may be rescinded, altered or added to by Special Resolution. No such Special Resolution shall take effect until it is filed with the Registrar of Companies pursuant to the provisions of the Societies Act of the Province of Alberta.

BYLAW NO. 9

RECORDS

A. BOOK AND RECORDS

The President shall be responsible for the custody of the minutes of all Executive, General and Special Meetings plus all other books including the Record of Motions. Records shall be retained for 6 years plus the current year.

B. RECORD INSPECTION

The written or electronic books and records of the Club may be inspected by any Member upon giving reasonable notice and arranging a time convenient to the Executive Member having charge of same.
The written or electronic books and records of the Club may be inspected by an Executive Member or by any Director at any time.

BYLAW NO. 10

DISSOLUTION

In the event that the Stampede City Ski Club should resolve to terminate activities or be otherwise wound up, all assets shall be disbursed as follows:

(i) After payment of all debts and liabilities of the Society, 50% of the remaining assets shall be by Special Resolution as approved by the Members, donated to The Calgary Foundation in the name of the Stampede City Ski Club Trust Fund to be used to further recreational skiing/boarding in all its variety for the benefit of Calgarians.

(ii) The remaining 50% of the assets shall be by Special Resolution as approved by the Members, donated to various not-for-profit organizations as selected by the majority of the Membership.

Stampede City Ski Club

Calgary, AB

stampedecityskiclub@gmail.com

SCSC BYLAWS

Stampede City Ski Club Bylaws