ARTICLE I: NAME AND PRINCIPAL OFFICE
1. Name: The name of the Society shall be the “Edmonton Sport and Active Recreation Society” and may also be known or referred to as the “Edmonton Sport Council”, and hereinafter referred to in these Bylaws as "The Society".
2. Office: The principal office for the transaction of business of the Society is as may be hereafter fixed and located by the Board of Directors in the City of Edmonton in the Province of Alberta. The Board of Directors may at any time or from time to time change the location of the principal office from one location to another in the said city.
ARTICLE II: MEMBERSHIP
3. Membership: Membership in the Society shall be open to any person or group interested in furthering and promoting its objectives. Individuals or groups will be recognized as members upon filing of the membership form and payment of the membership fee with the Society.
4. Classes: Membership in the Society shall be divided into such number of classes as may be decided from time to time by the Board of Directors.
5. Affiliation: A member shall be further identified as originating from or having its club, group or association office ordinarily resident in the City of Edmonton.
6. Withdrawal of Membership: Any member wishing to withdraw from membership may do so upon notice in writing to the Board through its Secretary. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended after receiving three notices. Any member upon a two-thirds vote of all members of the Society in good standing in attendance at a properly constituted General Meeting may be expelled from membership for any cause which the Society may deem reasonable.
ARTICLE III: FEES
7. Fees: Membership fees shall be paid annually to the Society.
8. Amendment of Fees: By approval of a simple majority of the voting members at the Annual General Meeting, membership fees may be amended to take effect for new members immediately and for renewing members effective their membership renewal date.
ARTICLE IV: SOCIETY BOARD
9. Society Board: The Society Board (hereinafter referred to as the "Board") shall mean the Board as elected in accordance with the By-Laws.
10. Directors: The affairs of the Society shall be governed by a board of not more than sixteen (16) Directors; twelve (12) Directors, elected from the membership, and up to four (4) additional Directors appointed at any time by the Board until the next year’s Annual General Meeting. Only an individual member may hold office. Directors who have not renewed their membership as per Article II 6. Withdrawal of Membership, are deemed to have resigned.
11. Election of Directors: At the holding of the Annual General Meeting, six of the said Directors shall be replaced by up to six newly elected Directors, who shall hold the office of Director for a period of two years, unless terminated earlier.
12. Re-Election of Directors: A Director may be re-elected for two successive terms for a total of six (6) consecutive years of service.
13. Nominations for Director: The Nominations Committee shall present a slate of Directors for approval by the membership. Nominations of others must be submitted in writing by the nominators to the Society’s office one week prior to the Annual General Meeting. Verbal nominations will not be accepted from the floor at the Annual General Meeting.
14. Director Vacancy: The Board may fill any vacancy occurring in the position of a Director on the Board through appointment. Any replacement Director shall hold that position until the Annual General Meeting. At the Annual General Meeting, the membership shall elect a replacement Director who shall hold that position for the balance of the term of office of the original Director.
15. Removal of Director: Subject to the By-Laws, the Society may, by Special Resolution passed at a Special General Meeting specifically called for such purpose, remove any Director.
16. Resignation of Director: After three (3) unjustified absences from Meetings of the Board of Directors within a one year time period or two (2) consecutive unjustified absences, a member of the Board of Directors is deemed to have resigned. If communication is not received prior to a meeting, it is considered an unjustified absence.
ARTICLE V: DUTIES AND RESPONSIBILITIES OF BOARD MEMBERS
17. Policy Compliance: Directors of the Board shall comply with all Society policy. Failure to comply may result in sanction by the Board of Directors which may include removal as Director.
18. Election of Officers: The Directors shall elect as Officers, a Chairperson, a Vice-Chairperson, a Secretary and a Treasurer who shall hold office for a term of one (1) year or until that person resigns or is discharged by the Board. One (1) Director may hold at any time two (2) offices.
19. Chairperson: The Chairperson presides at all meetings of the Society and of the Board and should be entrusted to carry out all orders and resolutions of the Board of Directors.
20. Vice-Chairperson: The Vice-Chairperson shall, in the absence of the Chairperson, exercise the duties of the Chairperson and shall preside at all meetings of the Society and of the Board in the absence of the Chairperson. The Vice-Chairperson shall be entitled to a vote at all proceedings of the Society.
21. Secretary: It shall be the duty of the Secretary to attend all meetings of the Society and of the Board, and to keep or ensure accurate Minutes of those meetings are taken. The Secretary shall have charge of the seal of the Society. In the absence of the Secretary, those duties shall be discharged by any Officer appointed by the Board. The Secretary shall be entitled to a vote at all proceedings of the Society.
22. Treasurer: The Treasurer shall oversee the receiving of all monies paid to the Society and shall be responsible for overseeing the deposit of same in whatever bank, trust company, credit union or Treasury Branch that the Board may order. The Treasurer shall ensure proper accounting for the funds of the Society and keeping of 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 ensure that there is prepared, for submission to the Annual General Meeting, an audited statement of the financial position of the Society. The Treasurer shall be entitled to a vote at all proceedings of the Society.
ARTICLE VI: EXECUTIVE DIRECTOR
23. Executive Director: The Executive Director shall be an ex officio and non voting member of the Board of Directors and, within the policy guidelines determined by the Board of Directors, shall assume primary responsibility for the policies, programs and activities of the Society. The Executive Director shall represent the Society upon the direction of the Chairperson and the Board of Directors and shall maintain the Society's interests within the community and liaison with all other key groups and agencies. The Executive Director shall have the responsibility for planning, strategic advocacy, management of the Society and shall be responsible for promotions and public relations as may be required subject always to control of the Chairperson and the Board. The Executive Director shall be assigned such specific tasks and additional responsibilities as may be determined by the Board from time to time. The Executive Director shall be directly responsible to the Board of Directors through the office of the Chairperson.
ARTICLE VII: COMMITTEES
24. Executive Committee: An Executive Committee shall be made up of the Executive Director of the Society, the Chairperson of the Society, the Vice Chairperson, the Treasurer, and the Secretary and shall be responsible for the carrying on of the day to day operations of the Society.
25. Committee or Subcommittees: The Board of Directors may appoint and establish such committees or subcommittees as may be required from time to time to ensure that the objectives of the Society are met. Such Committees or Subcommittees shall remain constituted at the pleasure of the Board of Directors.
26. Nominating Committee: The Nominating Committee is typically made up of one or two current Directors who are not seeking re-election and representatives of the membership as appointed by the Board of Directors. The Executive Director shall serve as a resource to the Nominating Committee. The Nominating Committee shall work within the Bylaws to prepare and present a slate of potential new Directors of the Society’s Board in advance of the AGM and may be asked to present the slate to the membership at the AGM for approval.
ARTICLE VIII: MEETINGS OF THE BOARD OF DIRECTORS
27. Meetings: Meetings of the Board shall be held at such time and on such days as the Chairperson of the Society may, from time to time, determine. A meeting of the Board may be held by conference call, e-mail, or other communication methods as approved by the Board of Directors.
28. Special Meetings: Meetings of the Board may be called on the requisitions of any four (4) Directors provided that such request shall be made to the Chairperson, in writing, to call such meeting and such request shall state the business to be brought before the meeting.
29. Notice of Meeting: Meetings of the Board shall be called by at least ten (10) days notice in writing, mailed to each Director or by three (3) days notice given by email, telefax, telephone, or personal delivery.
30. Quorum: A quorum for the transaction of business at any meeting of the Board shall be a majority of the Directors.
31. Voting: Questions arising at any meeting of the Board shall be decided by a majority of votes cast at that meeting. In the case of an equality of votes, the Chairperson of the meeting shall not have a second or casting vote and the question in such case shall be considered lost.
32. Resolution in Writing: A resolution in writing signed by all the Directors, or by email and or other communication technology, shall be valid and effectual as if it had been passed at a meeting of the Board duly called and constituted. Such resolutions shall be identified within the Minutes of the next meeting of the Board.
33. Director's Indemnity: Every Director of the Society shall be deemed to have assumed office on the express understanding and agreement and condition that every Director of the Society and his heirs, executors and administrators and estates respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Society, from and against all costs, charges and expenses whatsoever which such Director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or any other Director or Directors in or about the execution of the duties of his or her office, and also from and against all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
34. Remuneration: No Director or Officer shall be entitled to remuneration from the property or assets of the Society as a result of the execution of his/her office.
ARTICLE IX: MEETINGS OF MEMBERS
35. Annual General Meeting: The Society shall hold an Annual General Meeting within 120 days following the end of each fiscal year of the Society, at such time and at such place as may be fixed from time to time by the Chairperson of the Society. Written notice stating the agenda, any notice of motion for consideration, the recommended slate of Directors, and the time and place fixed for the holding such Annual General Meeting shall be mailed in a post-paid envelope addressed to the members at their respective addresses shown on the roll of members of the Society, not less than thirty (30) days prior to the date for such meeting. The members at such Annual General Meeting shall elect the required number of Directors of the Society as set forth in these By-Laws.
36. Members Business: The members shall conduct such business as may come before the meeting. If the election of Directors is not held on the day designated for any Annual General Meeting or at any adjournment thereof, the Board shall cause the election to be held at a Special Meeting of the members as soon thereafter as practical.
37. Special Meeting: A Special Meeting of members of the Society shall be called by the Chairperson as required. Written notice stating the place, day and hour of any Special Meeting shall be given to each member in the same manner as provided with respect to notice of the Annual General Meeting. The Agenda shall be in the form of written notices of motion of resolutions to be considered. A Special Meeting shall be called by the Chairperson upon receipt of a petition setting forth the reasons for calling such meeting signed by one-third of the members in good standing.
38. Notice: Except in the case of a Special Meeting of the members called for the purpose of passing a special resolution, any notice required to be given under any of these By-Laws may be waived in writing, signed by the person or persons entitled to such notice, whether before or after the time stated herein.
39. Quorum: Fifty-one (51%) of the members entitled to vote and present at the meeting shall constitute a quorum at any meeting of the Society.
ARTICLE X: VOTING
40. Voting Members: At any Annual General Meeting or Special General Meeting the voting shall be by the members of the class or classes of members designated by the Board of Directors entitled to vote. Each of the class or classes of members shall be entitled to the number of votes as decided from time to time by the Board of Directors. The only vote by proxy to be recognized by the Society shall be by a designated representative of the class or classes of which he/she is a registered member. Only one vote shall be cast by any individual attending any Annual General Meeting or any Special General Meeting of the Society.
41. Procedure: Voting shall be by a show of hands or by secret ballot if so called by the Chairperson or by a majority of those members present.
42. Resolutions: All resolutions shall be stated in a positive form, and shall be decided by simple majority of those voting. In the case of a tie, the Chairperson shall declare the resolution lost.
43. Mail Vote: A mail vote on any specific matter of interest to the general welfare of the Society may be held. The Secretary will send appropriate questions to each eligible voter or body. These are to be returned within a reasonable stated time and are to be tabulated with the majority result being announced to the members of the Society within ten (10) days.
ARTICLE XI: EXECUTION OF INSTRUMENTS
44. Signing Authority: Any and all documents, deeds, transfers, assignments, contracts, obligations, certificates and other instruments shall be executed on behalf of the Society by the Chairperson of the Society or his/her designate and one or more other Directors. In addition, the Board may, from time to time, designate by resolution the manner in which and the person(s) by whom any particular instrument or class of instruments may or shall be executed and all instruments so executed shall be binding upon the Society without further authorization or formality.
45. Cheques, Drafts and Notes: All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed in such manner and by such Directors of the Society or other persons or any combination of the foregoing as the Board may, from time to time, designate by resolution.
ARTICLE XII: AMENDMENT OF BY-LAWS
46. By-Laws Committee: A By-Laws Committee shall be appointed from time to time by the Board of Directors and shall review the By-Laws of the Society and shall make such recommendations to the Board of Directors for the amendment of By-Laws at an Annual General Meeting.
47. Special Resolution to Amend By-Laws: On a written requisition of seventy-five (75%) per cent of the voting members of the Society, the Chairperson shall call a Special General Meeting for the purposes of entertaining a motion to effect an amendment in the By-Laws of the Society. On such written requisition, the Chairperson shall call a Special General Meeting within thirty (30) days from the date of such special resolution.
48. Amendment of By-Laws: Any amendment of the By-Laws of the Society shall be required to be passed as a Special Resolution by a seventy-five (75%) per cent majority of members entitled and present to vote at such Special General Meeting or such Annual General Meeting.
49. Interim Amendments: By-laws may be enacted or amended by a majority vote (50% plus 1) of the Board of Directors whenever required. Such by-laws or amendments must be presented at the next General Meeting for ratification by the members. If they fail to be ratified, they will cease to be effective and may not be re-enacted by the Board of Directors for one calendar year.
ARTICLE XIII: RECORDS, FISCAL YEAR, ANNUAL REPORT
50. Books and Records: The Board shall see that all necessary books and records of the Society required by the By-Laws of the Society or by any applicable statute or law are regularly and properly kept and shall, at all reasonable times during regular business hours, be open to inspection by the members.
51. Fiscal Year: Subject to the Act, the fiscal year of the Society shall terminate on the 31st day of December in each year.
52. Annual Report: The Society shall prepare and, within one hundred and twenty (120) days after the end of each fiscal year, submit to the Membership an annual report, which shall include the audited financial statements and any other statements and reports that the Board may require.
ARTICLE XIV: BORROWING POWERS
53. Powers of Society: For the purpose of carrying out its objects, the Society may borrow or raise or secure the payment of money in such manner as it thinks fit.
ARTICLE XV: AUDIT
54. Audited Annually: The books, accounts and records of the Society shall be audited at least once each year by a duly qualified accountant or by two members of the Society elected for that purpose at the Annual General Meeting. A complete and proper statement of the standing of the accounts for the previous year shall be submitted by such auditor at the Annual General Meeting of the Society.
ARTICLE XVI: POLICIES AND PROCEDURES
55. Policies and Procedures: The Board of Directors may prescribe policies and procedures not inconsistent with these By-Laws relating to the management, operation and use of the facilities of the Society, as they deem expedient.
ARTICLE XVII: CONFLICT OF INTEREST RULES
56. Conflict of Interest Rules: A Director or Officer who is directly or indirectly interested in a proposed contract or transaction with the Society must:
- Disclose fully and promptly the nature and extent of the interest to each director and officer.
- Absent her or himself from all deliberations regarding said contract or transaction.
- Not vote or otherwise attempt to influence the decision-making process regarding said contract or transaction.