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Bylaws

ELLERSLIE CURLING AND RECREATION ASSOCIATION

BY-LAWS OF THE ASSOCIATION

(Replaced August 16, 2023)

  1. ARTICLE 1: PREAMBLE
  • The name of the organization is the Ellerslie Curling and Recreation Association, or ECRA
  • This document is the general bylaws of ECRA. These bylaws regulate the transaction of business and affairs of ECRA.
  1. ARTICLE 2: DEFINITIONS
  • In these articles unless the context otherwise requires,
    • “the Board” means the Board of Directors,
    • “the Club” means the Ellerslie Curling and Recreation Association.
  1. ARTICLE 3: MEMBERSHIP
  • Categories of membership:
    • Voting Members
    • Social Members
    • Supporting Members
    • Honorary Members
  • Voting Members
    • Any person, 18 years of age or older, shall become a voting member of the Club upon payment in full of their curling fees or their child’s curling fees for the Curling Season. Voting members must reside in the province of Alberta
    • Voting Memberships will be valid until October 1st of the following Curling Season.
    • Any voting member in good standing shall be eligible to hold any office of the Board.
  • Social Members
    • Any person shall become a social member of the Club upon payment of the annual social membership fee for the curling season.
    • Social memberships will be valid until October 1st of the following Curling Season.
    • Social members are not eligible to vote at the Annual General Meeting or Special Meetings.
  • Supporting Members
    • Debenture/Loan Certificate holders who reside in the Province of Alberta are supporting members.
    • Supporting members are entitled to vote at Annual Meetings or other General Meetings of the Club.
  • Honorary Members
    • Debenture/Loan Certificate holders that have donated their Certificates to the Club will become honorary members.
    • Honorary members have no voting privileges and cannot hold office in the Club, unless they are also a voting member in good standing (Membership Fees paid in full) as well.
  • Membership Fees
    • Annual membership fees will be established by the Board annually and shall remain in effect until further resolution.
    • Payment of team curling fees are due on the registration deadline as determined by the Club unless otherwise noted. All League Fees collected prior to Registration deadline are non-refundable.
    • Payments of social membership fees are due upon signing of a rental contract.
  • Conditions of Withdrawal
    • Members of any category can withdraw from the Club by written notice to the president of the Board.
  • Expulsion
    • Any member may be expelled for any reason at any time from the Club by means of a majority vote at a regular Board meeting, general meeting, or special meeting and is not entitled to reimbursement of any portion of fees paid.
  1. ARTICLE 4: GENERAL AND SPECIAL MEETINGS OF THE CLUB
  • Annual General Meeting (AGM)
    • The Board will hold an AGM of its voting members on or before the 31st day of December in each year.
    • At least twenty-one (21) days’ notice will be given to all voting members of the Club.
    • The manner of notice shall be by telephone, email, posted on the ECRA website and/or newsletter.
    • The order of business at the AGM is as follows:
      • The president’s report
      • The reading or circulation of the minutes of the previous AGM
      • Reports from the treasurer and presentation of the Annual Financial Statement
      • Presentation of any proposed changes to membership fees or other operational matters
      • Presentation of the committee reports
      • Nominations and election of new directors and recognition of directors that have completed their term of office
      • General business and other general matters
      • Adjournment
  • General Meetings
    • The Board will call other general meetings as deemed necessary by the president or vice president.
    • At least twenty-one (21) days’ notice will be given to voting members of the Club.
    • The manner of notice shall be by telephone, email, posted on the ECRA website and/or newsletter.
    • Voting at any general meeting will be done by a show of hands.
    • At any general meeting a quorum will consist of a minimum of two thirds (2/3) of the current Board.
  • Special Meetings
    • The Board will call special meetings as deemed necessary by the president or vice president. At least twenty-one (21) days’ notice will be given to all voting members of the Club. The manner of notice shall be by telephone, email, posted on the ECRA website or newsletter.
    • Voting at any special meeting will be done by a show of hands.
    • At any special meeting a quorum will consist of a minimum of seven (7) voting members.
  • Special Board Meetings
    • A special Board meeting may be called on the instruction of any two (2) directors provided they request the president in writing to call such meeting and state the business to be brought before the meeting.
    • A special Board meeting shall be called by eight (8) days’ notice by telephone or email.
  • Special Resolutions
    • Special resolutions are required for:
      • Changing the objects of the association
      • Amending, rescinding or adding to the bylaws
      • Issuing debentures
      • Surrendering the certificate of incorporation
    • Special resolutions shall be passed by majority vote of 75% of the voting members present at the meeting and those voting by proxy.
    • Voting at the meeting will be done by a show of hands.
    • Voting by proxy will be done by written proxy given to the secretary prior to the day of the meeting which clearly identifies the proxy holder.
    • Special resolution means:
      • A resolution passed at a general meeting, AMG, or special meeting of which not less than twenty-one (21) days’ notice specifying the intention to propose the resolution has been duly given.
  1. ARTICLE 5: GOVERNANCE STRUCTURE
  • The Board of Directors
    • The directors will be elected by the voting members at the Annual General Meeting (AGM) and shall hold office for a term of three (3) years.
    • Voting members may re-elect any director of the Board for a maximum of two (2) consecutive three (3) year terms.
    • Directors having served two (2) consecutive terms cannot be re-elected for a minimum of one (1) year, with the exception of the Executive Positions.
    • A Board of not less than five (5) and not more than fifteen (15) directors shall govern the affairs of the Club.
    • A director must be a voting member.
    • A director can resign from the board by providing written notice of their resignation and the effective date to the president of the Board.
      • Vacancies may be filled by the Board.
      • Any person selected by the board to fill a vacancy must stand for election at the next AGM.
    • Any director may be removed from office at any time by means of a majority vote passed at any general meeting.
  • The Executive
    • The Board at a Board Meeting will elect the officers of the Club within thirty (30) days of the Annual General Meeting.
    • The officers of the Club shall consist of the following and must have at least a President and Treasurer:
      • President
      • Vice president
      • Treasurer
      • Secretary
      • Past president
    • The officers form the executive of the Club.
    • Any officer may be removed from office at any time by means of a majority vote passed at any board meeting.
  • Duties of the officers
    • President
      • The president is a spokesperson for the Club and will preside at all meetings of the Board and the executive.
      • He/she will be directly responsible for the operations of the Club and with the approval of the Board will obtain, control and supervise the resources required to carry out the objectives of the Club.
      • The President is also authorized to borrow money with the approval of the Board.
    • Vice president
      • In the absence of the president or in the event the president is unable, incapable or fails to carry out his/her duties under these bylaws, the vice president will act in the place of the president.
    • Treasurer
      • The treasurer shall receive all money belonging to the Club, keeping a record of the same, and at the direction of the Executive shall pay all debts incurred.
      • The cheques paying out monies of the Club must be signed by any two (2) of the treasurer, president or vice president. He/she must co-operate fully with the audit committee appointed by the Board and will turn over all financial records upon the end of their term of office.
      • The treasurer shall perform such other duties as the Club, the Board and the Executive may require from time to time.
    • Secretary
      • The secretary shall keep full and accurate records of the meetings of the Club, the Board and the executive.
      • The secretary shall perform such other duties as the Club, the Board and the executive may require from time to time.
      • All minutes will be kept in the manager’s office on the main floor of the Club.
    • Past president
      • The previous president may assume the Office of Past President and be part of the executive if they are still a voting member of the Club.
      • The past president provides continuity to the executive by offering guidance and advice on issues of importance.
  1. ARTICLE 6: MANAGEMENT AND FINANCIAL MATTERS
  • Registered office
    • The registered office of the Club is 530 71 St SW, Edmonton, Alberta
  • Corporate Seal
    • The Corporate Seal of the Club shall be in the form as approved by the Board.
    • The Corporate Seal shall be kept in the custody of the club manager or president and shall be affixed to documents on behalf of the Club by the president, or by such other persons as may be specifically designated by the Board.
  • Finance and auditing
    • The fiscal year end of the club is July 31.
    • Financial records are maintained at the registered office of Club.
    • The financial statements of the Club shall be prepared once a year by a duly qualified accountant.
    • The books of the Club may be audited once a year.
    • An annual financial statement for the previous year shall be submitted at the AGM.
    • The financial records of the Club may be inspected by any voting member of the Club on seven (7) days’ notice at the registered office and at a time designated by the president.
  • Minute books and other records
    • The secretary keeps a copy of all minutes of the Club
    • The minute books are kept at the registered office of the Club. The record contains minutes of all meetings.
    • The list of directors is kept at the registered office of the Club.
  • Borrowing powers
    • The Club may borrow or raise funds to meet its objectives.
    • The Board decides on the ways to raise money.
    • The Board may issue debentures to borrow only by resolution passed by the Board confirmed by a special resolution of the Club.
  • Payment
    • No officer, director or any other member of the Board will be paid for their services on the board.
  • Protection and Indemnity of Directors
    • Every director of the Club or other person who has undertaken or is about to undertake any liability on behalf of the Club and their heirs, executors and administrators and estates and effects, respectively shall from time to time and at all times be indemnified and save harmless, out of the funds of the Club from and against:
      • All costs, charges and expenses whatsoever which such director officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her for and in respect of any act, deed, matter or things whatsoever made, done or permitted by him/her in or about the executing of the duties of his/her office, unless sustained or incurred through his/her own dishonesty, willful neglect or default.
    • No director of the Club shall be liable for the acts, receipts neglect or defaults of any other director or employee of the Club for joining in any receipts or other act for conformity or for any loss, damage or expense happening to the Club through the insufficiency or deficiency of any security in or upon which any of the monies of the Club may be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or association which whole or which any monies, securities or effects may be lodged or deposited for any other loss, damage or misfortune whatever which may happen in execution of the duties of his/her office or trust or in relation thereto unless the same shall happen by or through his/her own dishonesty, or his/her own willful act or his/her own willful default.
    • The Board shall at the expense of the Club maintain such liability insurance as is necessary to carry out the required provisions stipulated within this same clause, namely 6.7.1 and 6.7.2.
  1. ARTICLE 7: AMENDING THE BYLAWS
  • The By-Laws of the Club may be rescinded, altered or added to by a Special Resolution at any General Meeting.
  1. ARTICLE 8: DISSOLUTION
  • Upon the dissolution of the Club, the property of the Club shall be converted into cash and added to the fund of the Club and the amount thereof distributed firstly in payment of all outstanding debts and liabilities of the Club and the balance shall be distributed to a non-profit organization having goals and objectives similar to that of the Club.

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