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ALBERTA CORPORATE REGISTRY SOCIETY APPLICATION BYLAWS FOOTHILLS FLYERS - CALGARY DOCUMENT INDEX
1.0.0.
SOCIETY APPLICATION
1.1.0.
NAME
1.2.0.
OBJECTS
1.3.0.
OPERATIONS
1.4.0.
SIGNATURES
2.0.0.
BYLAWS
2.1.0.
MEMBERSHIP
2.1.1.
TERMS OF ADMISSION
2.1.2.
RIGHTS/PRIVILEGES
2.1.3.
RESPONSIBILITIES OF
2.1.4.
FEES
2.1.5.
LIMITATION OF LIABILITY
2.1.6.
ARBITRATION
2.1.7.
INSURANCE
2.2.0.
RESIGNATION
2.3.0.
DISCIPLINARY ACTION
2.3.1.
SUSPENSION/EXPULSION
3.0.0.
MEETINGS
3.1.0.
SOCIETY
3.1.1.
REGULAR MEETINGS
3.1.2.
ANNUAL GENERAL MEETING
3.1.3.
GENERAL SPECIAL MEETINGS
3.1.4.
NOTICE OF MEETING
3.1.5.
QUORUM REPRESENTATION 3.1.6.
VOTING
MEMBERS 3.1.7.
MAJORITY
VOTE
3.2.0.
BOARD/EXECUTIVE
3.2.1.
REGULAR MEETINGS
3.2.2.
SPECIAL MEETINGS
3.2.3.
NOTICE OF MEETING
3.2.4.
QUORUM REPRESENTATION
3.2.5.
VOTING MEMBERS
3.2.6.
MAJORITY VOTE
3.3.0.
COMMITTEE
4.0.0.
EXECUTIVE COMMITTEE
4.1.0.
APPOINTMENT/TERM
4.1.1.
OFFICERS
4.1.2.
DIRECTORS
4.1.3.
COMMITTEE MEMBERS 4.2.0.
REMOVAL
4.3.0.
POWERS
4.4.0.
DUTIES
4.4.1.
PRESIDENT - EXECUTIVE OFFICE OF
4.4.2.
VICE PRESIDENT - EXECUTIVE OFFICE OF
4.4.3.
SECRETARY - EXECUTIVE OFFICE OF
4.4.4.
TREASURER - EXECUTIVE OFFICE OF
4.4.5.
DIRECTORS - EXECUTIVE 4.4.6.
CHAIRPERSON
- COMMITTEE(S) 4.4.7.
MEMBER
– COMMITTEE(S)
4.5.0.
REMUNERATION
5.0.0.
SOCIETY
5.1.0.
LOSS OF USE
5.2.0.
FINANCE
5.2.1.
EXECUTION OF FINANCIAL INSTRUMENTS
5.2.2.
BORROWING POWERS
5.2.3.
CAPITAL EXPENDITURES
5.2.4.
SURPLUS FUNDS
5.2.5.
AUDIT OF ACCOUNTS
5.2.6.
FISCAL YEAR
5.3.0.
SOCIETY SEAL
5.3.1.
CUSTODY OF
5.3.2.
USE OF
5.4.0.
BYLAW
DEVELOPMENT 5.4.1.
MAKING, RESCINDING AND ALTERING
5.5.0.
RECORDS
5.5.1.
MINUTES
5.5.2.
OTHER
5.6.0.
INSPECTION OF RECORDS
5.7.0.
EXECUTION OF DOCUMENTS
5.8.0.
CONFIDENTIALITY
6.0.0.
CONTROLLING OFFICERS The
Societies Act 1.0.0.
APPLICATION We the undersigned, hereby declare that we desire to revise the application and bylaws of the society as registered under the Societies Act on the 27th day of December 1972. 1.1.0.
NAME The name of the society is: Foothills Flyers - Calgary 1.2.0.
OBJECTS The objects of the society is: - to provide for the recreation of the members and to further promote the hobby of modeling, model aeronautics, safety, and the society by offering instruction to novice members. - to generally encourage and foster goodwill within the community thru just regulation of society members and activities. - to acquire lands, by purchase or otherwise, and erect or otherwise provide a building for discussion of questions affecting the interests of the society. - - to sell, manage, lease, mortgage, dispose of, or otherwise deal with the property of the society. 1.3.0.
OPERATIONS The operations of the society are to be chiefly carried on in Calgary in the province of Alberta. 1.4.0.
SIGNATURES Dated this 13 day of October, 1987, the following duly elected officers/directors shall constitute the active Board of Directors/Executive Committee of the aforementioned Society. Signature:
Al Ellingson
Signature: Barrie Berlin Signature:
Doug Hyslip
Signature: Grace Morgan Signature: Allan Horne Signature: Dave Ward 2.0.0.
BYLAWS 2.1.0.
MEMBERSHIP 2.1.1. TERMS OF ADMISSION Any person residing in Alberta and being of the full age of eighteen (18) years may become and/or continue as a member in good standing upon payment of the current annual society fee, plus the applicable current annual Model Aeronautics Association of Canada dues, each payable in advance, on or prior to the first day of each calendar year. - any person under the age of EIGHTEEN (18) years shall be accepted without society fees provided they meet the other criteria outlined above and that their parent or legal guardian, and/or sponsor become a member also, by meeting the full requirements specified above. - any member in arrears for fees or assessments beyond the first regular meeting in January shall be treated as a new member in the forthcoming year. - any new member is required to attend at least four (4) meetings prior to the society’s Annual General Meeting in October of each year, failing this his/her continued membership will be decided by a majority vote of society membership present at such meeting. - - anyone who has been expelled, or who has withdrawn upon threat of expulsion, from any recognized club/society is considered ineligible for society membership or participation in any society sponsored function of the Foothills Flyers – Calgary. 2.1.2.
RIGHTS/PRIVILEGES As membership to the society is deemed a privilege and not a right and as the society is a group of individuals brought together voluntarily by common interest, the rights of any individual member are non existent before those of the majority membership in good standing. Privileges associated with society membership, as outlined herein, are offered by the society in return for particular obligation and duties of individual members: - participation in Society meetings and sponsored functions - common access to such equipment and/or facilities that the society may own, lease or otherwise control on behalf of society membership 2.1.3.
RESPONSIBILITIES OF The following are the society's considered obligations/duties of the individual member and are a continuing condition of membership. Failure to comply may be deemed a breech of the terms of membership and grounds for termination by the society as outlined hereinafter under Disciplinary Action. (2.3.0) - support the mandate, bylaws, rules and sponsored functions of the society - to partake in the management of society business affairs by attending a minimum of four (4) scheduled meetings of the society each year (see also 2.1.1 Terms of Admission) - to participate in the scheduled maintenance and/or routine and general good housekeeping of society equipment and/or facilities whether they be owned, leased or otherwise under the control of the society - to progressively train and to develop one's own skills in consideration for the safety of others - in matters of safety to assist the society's new/novice members when/wherever possible – particularly in matters of flight training 2.1.4.
FEES The society's annual membership fees shall be subject to review and/or revision by a majority vote at the Annual General Meeting of the society. 2.1.5.
LIMITATION of LIABILITY No member of the society is, in his individual capacity, liable for a debt or other financial liability of the society. 2.1.6.
ARBITRATION The executive committee shall serve as arbitrators in all disputes arising out of the affairs of the society and/or between any members of the society who have, for not more than six(6) months, ceased to be a member in good standing.
2.1.7.
INSURANCE Individual members must indemnify (insure) the society against and to save the society harmless from all liability, loss, damage and expense arising from injury to persons or property damage occasioned by the member in pursuit of the interests and/or activities associated with membership to the society. 2.2.0.
RESIGNATION Any member wishing to withdraw from membership may do so upon a notice in writing to the Executive Committee through the secretary of the society forfeiting any and all society fees paid for the calendar Year.
2.3.0.
DISCIPLINARY ACTION In the interest of preserving the society mandate and for upholding the rights, privileges or responsibilities of society membership, the Executive Committee shall: - upon receipt of a formal, written complaint by any two or more society members in good standing or upon any formal complaint by outside party(s) discreetly investigate such incident(s) as identified there in and.. - report their investigation findings to the society at the next scheduled meeting and.. - at such meeting set forth for majority vote of the society the Executive Committee’s recommended action(s) to be taken in the society’s response to such complaint.
The Executive Committee may as a result of any formal complaint and their own investigative findings recommend the suspension and/or expulsion on any member(s) as herein after provided. 2.3.1.
SUSPENSION/EXPULSION Any member, upon recommendation of the Executive Committee and majority volt of society membership, may be suspended/expelled without appeal for any cause the society may deem reasonable, and particularly in matters concerning: - non compliance with the responsibilities of Society membership - unsafe practice - as per MAAC Regulation - non compliance with Club and/or field rules - offensive personal conduct 3.0.0.
MEETINGS 3.1.0.
SOCIETY 3.1.1.
REGULAR MEETINGS Meetings of the society for the receiving of reports from the Executive Committee and other relevant matters to the affairs of the business of the society will be held regularly on the second Tuesday of each month and due notice of such meeting shall be given each member of the society. 3.1.2. ANNUAL GENERAL MEETING This society shall hold an Annual General Meeting on or before the 31st day of October in each year and notice of such meeting shall be given each member of the society. At this meeting, the society shall individually elect by majority vote: a President, Vice President, Secretary, Treasurer (or Secretary-Treasurer), and a minimum of two field directors. The members shall also at this time appoint two auditors as outlined herein. The officers and directors so elected shall form an executive committee and shall serve until their successors are elected and installed. Any member in good standing shall be eligible to any office in the society. The agenda of such meeting shall include the annual reports and audited financial statements of individual Directors and the Executive Committee and any other matters relevant to the affairs and business of society that may be raised by a member. 3.1.3.
GENERAL / SPECIAL MEETING(S) The society may be called to meet at any time by the Secretary upon the instructions of the President or by the unanimous vote of the Executive Committee. Such meeting shall also be called by the President or Secretary, upon receipt by him/her or the Executive Committee, a petition by one third of the members in good standing, setting forth the reason for calling such meeting and provided notice of such meeting shall be given each member of the society. 3.1.4.
NOTICE OF MEETING Regular meetings of the society shall be preceded by due notice in writing delivered to last known address of each member, or by telegram or telephone three (3) days previous to such meeting. Annual/General/Special meetings in particular for the purpose of legislating special resolution(s) shall be preceded by twenty one (21) days notice - to each member specifying the intention to propose resolutions as special resolutions and/or bylaw revisions. 3.1.5.
QUORUM REPRESENTATION The physical presence of one third of society members in good standing shall constitute a quorum representation at any regular, annual or special meeting of the Society. 3.1.6.
VOTING MEMBERS Any member submitting the necessary fees/dues and who has not subsequently withdrawn from membership nor been suspended, nor expelled as herein provided shall have the right to vote at any meeting of the society. Such votes must be made in person or by written proxy provided it is signed and dated.
3.1.7.
MAJORITY VOTE The ratification of society business and/or affairs shall in the minimum be duly constituted upon agreement of three quarters (3/4) of quorum representation at any scheduled meeting of the society. 3.2.0.
EXECUTIVE COMMITTEE 3.2.1.
REGULAR MEETINGS The Executive may be called to meet by the President as often as the business of the society shall require, or at a minimum, one every three months. 3.2.2.
SPECIAL MEETINGS Special meetings may be called on the request of any two members thereof provided they request the President in writing to call such meeting, and therein state the business to be brought before such meeting. 3.2.3.
NOTICE OF MEETING The intent of the Executive to meet shall be preceded due notice in writing, delivered to the last known address of each member thereof or by telegram or telephone three (3) days previous to the date of such meeting. 3.2.4.
QUORUM REPRESENTATION The physical presence of any four duly elected Executive member(s) shall constitute quorum representation at any meeting of such Executive. 3.2.5.
VOTING MEMBERS Any duly elected member of the Executive who has not subsequently withdrawn from membership nor been suspended nor expelled as herein provided shall have the right to vote at any meeting of the Executive. 3.2.6.
MAJORITY VOTE The ratification of society business or affairs shall, at the minimum, be duly constituted upon agreement of three quarters (3/4) of quorum representation at any scheduled meeting of the Board/Executive. 3.3.0.
COMMITTEE - all meetings shall be called by the respective Chairperson independent of any scheduled meeting of the society and/or executive committee. Committee members shall be expected to meet as is required to complete the society's assignment. - outside business and/or affairs conducted by the committee on behalf of the society shall be by the simple majority vote of the committee membership in good standing. 4.0.0.
EXECUTIVE COMMITTEE Officers and directors shall be collectively known as the Executive Committee. 4.1.0.
APPOINTMENT/TERM No officer shall serve for more than two (2) consecutive terms.
4.1.1.
OFFICERS - the position of President, Vice President, Secretary, Treasurer (Secretary/Treasurer) may only be filled upon the acceptance of nomination by any society member in good standing and as provided herein under Annual General Meeting. - on election, each officer shall serve for a term not exceeding one year or until a successor(s) has been elected and installed. - any vacancy occurring during the specified term shall be filled by similar election process at the next scheduled meeting of the society provided it is so stated in the notice of such meeting. 4.1.2.
DIRECTORS - shall in fact be the duly elected chairperson(s) of the society committee(s) as herein after provided 4.1.3.
COMMITTEE MEMBERS - the establishment, size, term, and/or budget of any committee shall be determined by majority vote of the society at any scheduled meeting - any member in good standing may volunteer his/her service(s) as committee member and in doing so also offer his/her name in nomination for chairperson - all committee members/chairperson shall be elected from amongst the volunteering members by a majority vote of the society and shall serve for the term of the committee assignment and/or until the next annual General Meeting at which time all such committees shall be dissolved pending formal request for such committee by the duly elected and succeeding Executive Officers - committee Chairpersons so elected shall also serve in the role of Executive Director for the term of their Committee assignment and shall have and may exercise all powers to the extent provided in any resolution adopted by a majority vote of the society 4.2.0.
REMOVAL Officers, directors or special committee members may be individually and/or collectively removed from office by a majority vote of the society at any scheduled meeting. 4.3.0.
POWERS The Executive Committee, subject to the bylaws or directions given it by majority vote at any properly called and constituted meeting, shall have full control and management of the business and affairs of the society, and shall meet as often as the business of the society shall require or as provided by the Bylaws herein. 4.4.0.
DUTIES 4.4.1.
PRESIDENT - EXECUTIVE OFFICE OF - the president shall be ex-officio member of all committees - he/she shall, when present, preside at all meetings of the Society and of the Executive - the past president, if not voted into another office shall become honorary member of the succeeding executive committee 4.4.2.
VICE PRESIDENT - EXECUTIVE OFFICE OF In the absence of the President, preside over any meetings of the society or the Executive and shall also serve as ex officio member of the society newsletter and/or phone committees ensuring their perpetuation and more expressly, that due notice of society meetings/functions are given each member of the society. In the absence of the Vice President a chairman may be elected to preside by those members in attendance. 4.4.3.
SECRETARY - EXECUTIVE OFFICE OF At the conclusion of the Annual General Meeting the succeeding Secretary shall prepare and submit the Society's Annual Report to the Societies Register as provided for in any current edition of Alberta Regulation 203/84. It shall be the duty of the Secretary to attend all meetings of the society and of the Executive, and to keep accurate record/minutes of such proceedings. The Secretary shall have charge of all correspondence and the seal of the society and be under direction of the President and the Executive. The Secretary shall also keep a record of all members of the society, their addresses, phone numbers, and date of membership. He/she shall also keep record of all members' attendance of scheduled meetings. The Secretary shall collect and receive the annual fees or assessments levied by the society for membership such monies to be promptly turned over to the treasurer for deposit in a chartered Bank as herein after required. In case of the absence of the secretary, his/her duties shall be discharged by such member(s) as may be appointed by the Executive. The Secretary may also serve as Treasurer if so elected. 4.4.4
TREASURER - EXECUTIVE OFFICE OF The Treasurer shall ultimately receive all monies paid to the society and shall be responsible for the deposit of same in whatever Chartered Bank the Executive may order. He/she shall properly account for the funds of the society and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Executive whenever requested and shall prepare, for submission to the Annual General Meeting, a statement duly audited as herein after set forth of the financial position of the society and submit a copy of all such statements to the Secretary for the records of the society. In the case of the absence of the Treasurer, his/her duties shall be discharged by such members as may be appointed by the Executive. The Treasurer may also serve as Secretary if so elected. 4.4.5.
DIRECTOR(S) - EXECUTIVE As the society's duly elected committee representative (chairperson), shall manage the particular business and/or affairs of his/her assignment and shall report to the society and/or the executive committee as required by the President at any scheduled meeting thereof. He/she shall submit, for society record, an annual financial statement itemizing the disbursements and/or earnings of all monies budgeted by the society in support of such interest, activity or facility. 4.4.6.
CHAIRPERSON - COMMITTEE - shall in the role of Executive Director report as herein provided - shall independently schedule and preside over meetings of the assigned committee, offering direction and support to all its members 4.4.7.
MEMBER – COMMITTEE(S) Having volunteered his/her service to a particular assignment the individual shall recognize the appointed/elected chairperson, attend scheduled meetings of such committee, and generally give forth reasonable effort in support of the committee achieving its goal. 4.5.0.
REMUNERATION Unless duly authorized by the simple majority vote of the society at any scheduled meeting, no society officer, director or member shall receive remuneration for his/her services. 5.0.0.
SOCIETY
5.1.0.
LOSS OF USE The society shall not be obliged or liable to provide alternate facilities in the event of expropriation, fire or other casualty and any compensation received for expropriation shall be the property of the society. 5.2.0.
FINANCE 5.2.1.
EXECUTION OF FINANCIAL INSTRUMENTS All cheques, drafts, and withdrawals including overdrafts or otherwise as well as all other bills of exchange and promissory notes authorized on behalf of the Society must be signed by the President or Vice President and either the Treasurer or Secretary as the Executive Committee may from time to time by resolution appoint for the purpose.
5.2.2.
BORROWING POWERS For the purpose of carrying out its mandate, the society may borrow or raise or secure the payment of money in such manner as it thinks fit and in particular by the issue of debentures, but this power shall be exercised only by majority vote of the society and in no case shall debentures be issued without the sanction of a special resolution of the society. 5.2.3.
CAPITAL EXPENDITURES The assignment of society funds exceeding the sum of $500.00 for a singular item an/or event shall require the majority vote of the society’s total membership prior to the disbursement of such funds. The Executive Committee shall be responsible for the accuracy of the method by which such vote shall be taken. 5.2.4.
SURPLUS FUNDS The Executive Committee shall have the authority to invest Surplus Funds in Interest Bearing Deposits and such investment shall not have a maturity date of greater than one year from date of the initial investment. Surplus funds shall not be invested in any other security. 5.2.5.
AUDIT OF ACCOUNTS The members at each Annual General Meeting shall appoint an Auditor who does not hold executive office in the society. The books, accounts and records of the Secretary and Treasurer 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 books for the previous year shall be submitted by the auditor(s) at the Annual General Meeting of the society in October. 5.2.6.
FISCAL YEAR The fiscal year of the society shall be from October 1 (one) to September 31 (thirty one) of each Calendar Year. 5.3.0.
SOCIETY SEAL 5.3.1.
CUSTODY OF As provided herein as the duties of the Secretary. 5.3.2.
USE OF
Whenever used the seal shall be authenticated by the
signature of the Secretary and the President, or, in the case of the death or
inability of either to act, by the Vice President.
5.4.0.
BYLAW DEVELOPMENT 5.4.1.
MAKING, RESCINDING and ALTERING These Bylaws may be rescinded, altered or added to by a "Special Resolution" passed by majority vote at any general/special meeting of which twenty one (21) days written notice specifying the intention to propose resolution(s) as a special resolution and/or Bylaw revision(s) has been duly given. 5.5.0.
RECORDS 5.5.1.
MINUTES SOCIETY - as provided herein as the duties of the Secretary. EXECUTIVE - as provided herein as the duties of the Secretary. 5.5.2.
OTHER As provided herein as the duties of the Secretary and/or Treasurer. 5.6.0.
INSPECTION OF RECORDS The books and records of the society may be inspected by any member of the society at the Annual General Meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the officer(s) having charge of same. Executive members shall at all times have access to such books and records. 5.7.0.
EXECUTION OF DOCUMENTS All legal documents required to be executed by the society shall be signed by any two of the following: -the President or Vice President and either the Treasurer or the Secretary 5.8.0.
CONFIDENTIALITY Such matters shall include but not be limited to personal information on individual members and information relating to the business of the society where secrecy is appropriate to preserve the society's position against third parties. Any breach of this will result in the immediate termination of membership. 6.0.0.
CONTROLLING OFFICERS Dated this 13 day of October, 1987 the following duly elected officers shall constitute the active Executive Committee of the Society. President
Vice President Signature:
Al Ellingson
Signature: Allan Horne Secretary
Treasurer Signature:
Dave Ward
Signature: Grace Morgan
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