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EWCA By-Laws

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ERIN WOODS COMMUNITY ASSOCIATION

BY-LAWS

 

ARTICLE 1                    PREAMBLE

 

1.1                                      The name of the society is the Erin Woods Community Association, which may also be known

as the E.W.C.A. (hereinafter referred to as “the Association”).  The Association is incorporated under the Act.

 

1.2                                      The boundaries of the Association are that geographical area comprising the development

municipally described and known as Erin Woods, being generally bounded on the North by the C.N.R. Line from the point where it intersects with Peigan Trail and the point where it intersects with 52nd Street on the East by 52nd Street, on the South by Peigan Trail.

 

1.3                                      This document sets forth the By-laws for the Association, and shall regulate the business and

affairs of the Association.

 

 

ARTICLE 2                    OBJECTS

 

2.1                   The Objects of the Association are:

 

a)      To organize and undertake research work of all kinds in connection with improvements, preservation and control of the nature and quality of life in the community and it’s surrounding environs.

 

b)      To devise, plan, manage, organize, prepare, administer, arrange, execute, service and superintend all manner of procedures to maintain and to preserve and to improve the nature and quality of life of the community and it’s members.

 

c)      To represent the community in all manner of activities and actions by it’s officers or appointed committees or appointees or by professional assistance, whether such representatives be in the courts or otherwise related to any municipal, provincial or federal government or other duly constituted authority.

 

d)      To do any and all things set out in the objectives of the society and without limiting the generality of the foregoing to do any and all things as are incidental or conductive to the attainment of the objectives and the fulfillment of the by-laws of the Society.

 

e)      To raise and assist in the raising of funds and money for the purpose of implementing the objects of the Society in any legal and lawful manner.

 

f)       To provide for the recreation of the members and to promote and afford opportunity for friends and social activities.

 

g)      To acquire lands, by purchase or otherwise, and thereunto erect or otherwise provide a building or buildings for social and community purposes.

 

h)      To encourage promote amateur games, athletics and physical exercises.

i)        To provide a meeting place for the consideration and discussion of questions and issues affecting the interest of the community.

 

j)        To give and arrange, dramatic and musical entertainments, dances, bridge parties and other similar social entertainment.

 

k)      To provide all necessary equipment and furniture for carry on its various objects.

 

l)        To provide a centre and suitable meeting place for the various activities of the community.

 

m)   To sell, manage, lease, mortgage, dispose of, otherwise deal with the real or personal property of the Society.

 

 

ARTICLE 3                    DEFINITIONS AND INTERPRETATION

 

3.1                   Definitions

 

                        In these By-laws, the following words shall have these meanings:

 

3.1.1                “Act” means the Societies Act, R.S.A. 2000, Chapter S-14, as amended, or any statute

                        substituted for it, and includes any regulations promulgated there under that is in effect from

                        time to time.

 

3.1.2                “Adult” means any person of legal voting age.

 

3.1.3                “Affiliated Organization” means an organization with which the Association is affiliated under

                        Article 7.8 that serves the needs of the Members, the Community and the Community at Large.

 

3.1.4                “Ancillary Group” means a group with which the Association is associated under Article 7.7 that

                        serves a special interest or need of the residents of the Community.

 

3.1.5                “Past President” means a member of the Executive.

 

3.1.6                “Annual General Meeting” means the annual meeting of the Members described in Article 5.2.

 

3.1.7                “Associate Member” means any Adult or Family residing outside the established boundaries of

                        the Association who has purchased a Membership that has the rights and limitations described

                        in Article 4.5.

 

3.1.8                “Board” means the executive, directors, and co-coordinators of the Association.

 

3.1.9                “Board of Directors” means the Executive and Directors of the Association.

 

3.1.10              “By-laws” means this document, as amended from time to time.

 

3.1.11              “Calgary Lease/License Agreement” means the lease/license agreement that applies at the

                        applicable time between the City of Calgary, as registered owner of the lands on which the

                        Facility and the associated recreational amenities are located, and the Association, which

                        license agreement outlines the basis upon which the Association may continue to license

                        those lands.

 

3.1.12              “Chairperson” means, with respect to a meeting of the Association or the Board, the President

                        of the Association or, in the absence of the President, the Vice-President of the Association

                        or, in the absence of the President and Vice-President, the 2nd Vice-President of the

                        Association, or such other member of the Board as may be designed by the Majority

                        Vote of the Board for that meeting.

 

3.1.13              “Community” means the development municipally known as Erin Woods Community.

 

3.1.14              “Community at Large” means persons residing outside the boundaries of the Association

                        with whom the Association may have cause to interact.

 

3.1.15              “Coordinator” means a Member elected or appointed to the Board.

 

3.1.16              “Director” means a Member elected or appointed to the Board of Directors.

 

3.1.17              “Executive” means the executive committee of the Board, being the President, the first

                        Vice-President, the Second Vice-President, the Secretary and the Treasurer.

 

3.1.18              “Facility” means the building that comprises the community centre of the Association and the

                        associated recreational facilities, being located at 83 Erin Park Drive S.E., Calgary, Alberta,

                        T2B 3A2.

 

3.1.19              “Family” means all occupants living in the same residence who are Legally Related.  Voting

                        privileges shall be restricted to two occupants over the age of 18 years old residing within the

                        household.

 

3.1.20              “Fiscal Year” means the twelve-month period commencing on February 1st of a year and ending

                        on January 31st the following year.

 

3.1.21              “General Meeting” means an Annual General Meeting, Monthly General Meeting or a Special

                        General Meeting, as applicable.

 

3.1.22              “Honorary Member” means, with respect to a Membership granted by the Board and

                        described in Article 4.4, any person who:

 

a)      does not reside in the Community; and

 

b)      in the opinion of the Board, is deserving of this type of Membership because of that person’s service to the Association, the Community or the Community at Large.

 

3.1.23              “Legally Related” means any two or more persons associated through birth, adoption,

                        marriage or common-law agreement.

 

3.1.24              “Life Member” means any member of the Community to whom the Board has granted a

                        Membership described in Article 4.3 because of that resident’s long and dedicated service or

                        outstanding contribution to the Association, the Community or the Community at Large.

3.1.25              “Majority Vote” means more than 50% of the votes cast by Voting Members or Directors

                        eligible to vote who are present at the applicable meeting of the Association or the Board

                        respectively, except as otherwise noted in these By-laws.

 

3.1.26              “Member” means a Regular Member, an Honorary Member, a Life Member or an Associate

                        Member, as applicable, whose annual Membership dues, if any, are paid and whose

                        Membership is not under suspension.

 

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

 

3.1.28              “Policies and Procedures” means the administrative rules and practices created and amended

                        by the Board from time to time with respect to the management and governance of

                        the Association and the Facility, which rules and practices may elaborate on, but not be

                        inconsistent with, these By-laws.

 

3.1.29              “Proper Notice” mean notice given in writing, by letter or by publication in the Community

                        newsletter, not less than ten days prior to a General Meeting, stating the intention

                        or purpose of the meeting, and delivered to the last recorded address of the member,

                        which notice is deemed to be given when delivered to a household or a post office,

                        or when published in a Community newsletter.

 

3.1.30              “Regular Member” means a Membership purchased by any Adult or Family residing within

                        the established boundaries of the Association that provides the rights described in Article 4.2.

 

3.1.31              “Special General Meeting” means a special meeting of the Members described in Article 5.4.

 

3.1.32              “Special Resolution” means a resolution passed:

 

a)      at a Special General Meeting or Annual General Meeting of which at least twenty-one

days’ notice has been duly given, specifying the intention of propose a resolution substantially in the form of the resolution presented in that notice as a Special Resolution; and

 

b)      by a majority of not less than 75% of the votes cast by those Voting Members as are present at that meeting.

 

3.1.33              “Voting Member” means a Member who is a Regular Member or a Life Member, as applicable.

 

3.2                   Interpretation

 

3.2                   In these By-laws:

 

a)      the singular shall include the plural, and the plural shall include the singular;

 

b)      the word “person” shall include corporations and associations;

 

c)      the masculine shall include the feminine and vice versa;

 

d)      a capitalized derivative of a defined term shall have a corresponding meaning;

e)      any reference to a specific number of days prior to a meeting shall not include the day

of the applicable meeting; and

 

f)       any reference to any stature or any section thereof shall be deemed to extend and apply

to any amendment to such stature or section, as the case may be.

 

 

ARTICLE 4                    MEMBERSHIP

 

4.1                   Categories of Members

 

4.1.1                There are four types of Membership in the Association, being:

 

a)      Regular Members;

 

b)      Honorary Members;

 

c)      Life Members; and

 

d)      Associate Members.

 

4.2                   Regular Members

 

4.2.1                A Regular Membership may be obtained by an individual or by a Family, and a Membership

                        obtained by a Family shall entitle each of up to two Adult Members of the Family to

                        be registered as Voting Members.  A Regular Membership entitles a Member to:

 

a)      participate in any and all programs of the Association if eligibility and space allow;

 

b)      access to the activities of the Association and the use of the Facility for a discounted fee relative to persons who are not Members;

 

c)      the right to audit meetings of the Board, subject to Article 5.1.2;

 

d)      the right to participate and vote at any duly constituted General Meeting; and

 

e)      stand for nomination or appointment as a Board Member, provided that any such Regular Member must have paid the applicable Membership fee and be registered with the Coordinator responsible for Membership a minimum of thirty days prior to that meeting, nomination or appointment.

 

4.3                   Life Members

 

4.3.1                A Life Member shall not be required to pay annual Membership fees to maintain a Life

                        Membership in good standing, but the retention of a Life Membership is subject to Article 4.7.4

                        and 4.8.  A Life Member has the same rights and privileges with respect to the Association as

                        those held by a Regular Members.

 

 

4.4                   Honorary Members

 

4.4.1                The term of Honorary Membership shall be for the balance of the term of office then being

                        served by the Board, and an Honorary Membership may be renewed for successive one-year

                        terms at the discretion of the succeeding Board.  An Honorary Member shall not be required

                        to pay annual Membership fees to maintain an Honorary Membership in good standing, but

                        the retention of an Honorary Membership is subject to Article 4.8.  An Honorary Member

                        may not vote in an election and any other determination at a General Meeting, and may not

                        seek or hold office in the Association, but otherwise has the same rights as a Regular Member.

 

4.5                   Associate Member

 

4.5.1                An Associate Member may not vote in an election and any other determination at a General

                        Meeting, and may not seek or hold office in the Association, but otherwise has the same

                        rights as a Regular Member.

 

4.6                   Membership Fees and Register

 

4.6.1                The annual Membership fees shall be determined by a Majority Vote at a General Meeting from

                        time to time, and the Membership fees most recently so determined shall continue to apply

                        until there is a determination at a General Meeting to amend those Membership fees.

 

4.6.2                A register of Members shall be kept current and confidential at the office of the Association,

                        subject to Article 8.5.

 

4.7                   Termination of Membership

 

4.7.1                Except for Life Memberships and Honorary Memberships, each Membership shall automatically

                        terminate on the 31st day of August of each year.

 

4.7.2                Any Regular Member or Associate Member whose Membership terminates may renew that

                        Membership at any time thereafter, subject to Article 4.8.

 

4.7.3                Any Member may terminate a Membership at any time by giving the Association notice in

                        writing, but there shall be no reimbursement of Membership fees previously paid.

 

4.7.4                All rights and status of a Life Membership shall be forfeited if said member moves from the

                        community, unless said member remains active within the association.  The Officers of the

                        Board of Directors shall decide if the said member is still active.

 

4.8                   Suspension and Expulsion of Members

 

4.8.1                The Board of Directors may, up on receiving a formal substantiated complaint, suspend or

                        expel any Member from the Association for one or more of the following reasons:

 

a)      the Member has failed to abide by the requirements of these By-laws; or

 

b)      the actions or omissions of the Member have harmed the Association.

 

Subject to the remainder of this Article 4.8, the Board of Directors may, by a majority of two-

thirds of those votes cast by the Directors present at any meeting of the Board of Directors,

suspend or expel any Member from the Association.  This vote shall be cast by secret ballot.

 

4.8.2                The Board of Directors shall use the following process to notify a Member if it is considering

                        the potential suspension or expulsion of that Member under this Article 4.8:

 

a)      the Board of Directors shall serve written notice to that Member of the Board’s intention

to consider the potential suspension or expulsion of that Member at least fourteen days

prior to the meeting of the Board of Directors at which that matter is to be determined;

 

b)      that notice shall include the reason why the Board of Directors is considering the potential suspension or expulsion of that Member from the Association; and

 

c)      that notice shall either be sent by single registered mail to the last known address of that Member shown in the records of the Association or delivered by an Officer to that address.

 

4.8.3                A Member being considered for suspension or expulsion from the Association shall have

                        an opportunity to submit a written statement to the Board of Directors and to appear before

                        the Board of Directors at the applicable meeting to address the matter.  That Member may

                        be accompanied by another person, if the Member attends that meeting of the Board of

                        Directors.

 

4.8.4                Except to the extend otherwise provided in the preceding portion of this Article 4.8, the Board

                        Of Directors shall determine the manner in which the potential suspension or expulsion of

                        the Member will be handled, and may limit the time given to the Member to address the

                        Board of Directors about the matter.  The Board of Directors may exclude the Member from

                        its final discussion of the matter, including the vote on the matter.

 

4.8.5                There shall be no reimbursement of fees previously paid by any suspended or expelled

                        Member.

 

4.8.6                Any Regular Member or Associate Member whose Membership has been suspended shall be

                        eligible to renew the Membership at any time after the next 31st day of August following that

                        suspension.

 

4.8.7                Any Member who has been expelled may, upon written application to the Board of Directors,

                        request an appeal hearing for reinstatement to the Association anytime after the following

                        AGM.

 

4.9                   Change of Address of Member

 

4.9.1                Each Member shall give notice to the Association in a timely manner of any change of that

                        Member’s address.  A Regular Member shall automatically become an Associate Member when

the registered Member moves outside the boundaries of the Association.  An Associate Member shall automatically become a Regular member when the registered member moves inside the boundaries of the Association.  If only one registered Adult Member of a Family changes address, the Membership shall be deemed to belong to the Member remaining at the

                        residence or in the community.

ARTICLE 5                    MEETINGS

 

5.1                   Attendance at Meetings

 

5.1.1                Each General Meeting of the Association shall be open to the public, except that all or part

                        of any meeting may be closed to attendees other than Members by a Majority Vote.

 

5.1.2                Each meeting of the Board shall be open to any Member, except that all or part of any

                        meeting may be closed by a two-thirds majority of the votes cast by the Board Members

                        present at that meeting.

 

5.2                   Annual General Meeting of the Membership

 

5.2.1                The Board of Directors shall convene an Annual General Meeting of the Membership on or

                        before the 31st day of May of each year.

 

5.2.2                The business of the Annual General Meeting shall include:

 

a)      the President’s report of the year’s activities, including a review of the significant

initiatives pursued by the Board and performance relative to the budget for the

preceding Fiscal Year;

 

b)      The Treasurer’s report and the audited financial statements of the Association for the

preceding Fiscal Year, of which sufficient copies are to be available for examination

and viewing of the Members present;

 

c)      the appointment of auditors for the upcoming Fiscal Year, subject to Article 8.2.6;

 

d)      a vote on ratification of the actions of the Board during the period following the previous

Annual General Meeting;

 

e)      the election of Directors, Coordinators, and the President, as applicable; and

 

f)       any other business of the Association, except that no vote shall be taken on any matter

requiring notice of a Special Resolution unless such notice has been given in the

manner required in these By-laws.

 

5.2.3                The order of business shall be at the discretion of the Chairperson, provided that, in

                        general, the business and reports relating to the preceding Fiscal Year shall take place before

                        the election of the Directors.

 

5.3                   Monthly General Meeting

 

5.3.1                A Monthly General Meeting shall be held at least ten times a year at a regular scheduled

                        date and time.

 

5.3.2                The date and time of Monthly General Meeting shall be regularly advertised in the

                        Community newsletter.

 

5.4                   Special General Meeting

 

5.4.1                A Special General Meeting of the Members may be called from time to time as

                        Circumstances shall require or dictate, if:

 

a)      the Board sees fit to call such meeting:

 

b)      a matter is being proposed for determination by a Special Resolution; or

 

c)      the President receives a request in writing signed by not less than 5 percent of the

registered Voting Members, provided that any such request states the reason for the

meeting and any motion intended to be determined at such meeting.

 

                        The Board will convene a meeting within thirty days of receipt of a request described in

                        Paragraph (c) of this Article.  However, the Board shall not be required to proceed with that

                        meeting, in whole or in part, if fewer than two-thirds of those Voting Members who signed

                        that request are present in the quorum for the meeting.

 

5.5                   Board Meeting

 

5.5.1                The Directors shall meet within ten days after each Annual General Meeting to form the

                        Board and elect its Officers, provided that the election contemplated in this Article shall

                        not apply if the Directors have been elected to specific positions on the Board at a

                        General Meeting.

 

5.5.2                The Executive shall meet at least ten times each year at a regular scheduled date and time

                        determined by the Executive.  Each such meeting shall be held at the office of the

                        Association, unless otherwise designated by the President.

 

5.5.3                The Board shall meet at least ten times each year at a regular scheduled date and time

                        determined by the Executive.  Each such meeting shall be held at the office of the

                        Association, unless otherwise designated by the President.

 

5.5.4                Additional meetings of the Board may be called at any time upon the instructions of the

                        President.

 

5.5.5                A special meeting of the Board shall be called by the President within ten days after the

                        President’s receipt of written request to such effect, stating in full the object and purpose

                        of the meeting.  For the called meeting to be conducted, two-thirds of those Members who

                        signed the request must be present for that meeting.  That written request must be duly

                        signed by:

 

a)      at least three Directors; or

 

b)      at least 5 percent of Voting Members.

 

5.6                   Committee Meeting

 

5.6.1                The members of all duly appointed and standing committees of the Board shall meet from

                        time to time, or any time at:

 

a)      the discretion of the chairperson of each such committee; or

 

b)      the call of the Directors.

 

5.7                   Notice of Meetings

 

5.7.1                Proper Notice shall be given to all Voting Members for any General Meeting.

 

5.7.2                Notice for any additional Board meeting shall be in any form decided by the President and in

                        the case of a committee meeting, by the Chairperson, not less than three days prior to such

                        meeting.

 

5.7.3                For the purpose of sending notice to any Member or Director for any meeting or otherwise,

                        the address or phone number of any Member shall be the last address or phone number

                        recorded on the books of the Association, provided that notice to a Director from the President

                        or another Director may also be served to the e-mail address designated by that Director, if

                        any.

 

5.7.4                Any Voting Member may at any time waive notice of any such meeting, except notice of Special

                        Resolution, and may ratify any and all proceeding of the meetings.

 

5.8                   Agenda

 

5.8.1                An agenda shall be available, at the office of the Association, 48 hours before all General

                        Meetings.

 

5.9                   Quorum for General Meetings and Board Meetings

 

5.9.1                A quorum for the transaction of business at any General Meeting shall be five members

                        consisting of Directors and Voting Members.

 

5.9.2                If there is no quorum at a General Meeting within thirty minutes from the time appointed for

                        that meeting, and provided that a minimum of one Officer and four Voting Members are in

                        attendance:

 

a)      the Chairperson shall, at his discretion and prior to terminating the original meeting, fix a date, time and place to hold another meeting, and any business may be dealt with at the 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 By-laws for a Special Resolution is proposed for sanction at that rescheduled General Meeting; and

 

b)      if there is no quorum at the rescheduled General Meeting conducted under the preceding Paragraph within thirty minutes from the time appointed for that meeting, those Voting 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.

 

5.9.3                The quorum for the transaction of business at nay Board meeting shall be five board members.

                        If there is no quorum present at such 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.

 

5.9.4                The quorum for the transaction of business at any Executive meeting shall be three Executive

                        officers.

 

5.10                 Voting

 

5.10.1              Except for the Chairperson, each Adult Voting Member registered with the Association shall

                        have one vote at any General Meeting, and where elected or appointed to the Board, at any

                        meeting of the Board, and where elected or appointed to the Executive, at any meeting of the

                        Executive.

 

5.10.2              The Chairperson may only vote to break a tie with the exception of a decision by ballot, in

                        which case the Chairperson has only one vote and not a casting vote.

 

5.10.3              At all meetings of the Association, whether a General Meeting or a meeting of the Board, every

                        question to be determined shall be decided by a Majority Vote, unless otherwise required by

                        these By-laws, or by the Act.

 

5.10.4              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 Association, shall, in the absence of the dispute at the time

                        about the declaration, be sufficient evidence of the fact without proof of the number or

                        proportion of the votes accorded in favour of or against such resolution.

 

5.10.5              Voting shall be by show of hands unless a poll is demanded by a minimum of three Voting

                        Members, unless otherwise required by these By-laws, or by the Act.

 

5.10.6              If a poll is demanded and not withdrawn, the poll shall be taken in such manner as the

                        Chairperson shall direct.

 

5.10.7              Any Director or Coordinator may vote on a matter being determined at a meeting of the Board

                        by fax, e-mail or notice delivered to the President before that meeting if the matter shall be

                        submitted to the Directors in the form of a resolution, together with sufficient information to

                        enable the Directors to be reasonably informed as to the nature of that matter.

 

5.10.8              Notwithstanding any other provision of these By-laws, the Board may determine any matter

                        within its powers without a meeting on the following basis:

 

a)      the matter shall be submitted to the Directors, by notice from the President, in the form of a resolution, together with sufficient information to enable the Directors to be reasonably informed as to the nature of that matter;

 

b)      each Director shall cast a vote with respect to that resolution within three days after delivery of that notice or by such later date as is specified in that notice;

 

c)      any such vote shall be binding on the Board as if it had been conducted at a meeting of the Board unless a Director objects, by notice to the President and Secretary not later than two days following receipt of that notice, to that matter being determined without a meeting of the Board.

 

d)      A resolution in writing signed by all of the Directors personally shall be valid and effective as if it had been passed at a duly constituted meeting of the Board.

 

If there is an objection under Paragraph (c) of this Article to the determination of a matter without a meeting, the President shall promptly convene a meeting of the Board to deal with that matter, and all votes cast by the other Directors by notice with respect to that matter shall be void.  Subject to the preceding sentence, the President shall promptly notify the Directors of the result of any vote by notice under this Article following the expiry of the applicable response period, and the results of any such vote conducted by notice shall be included in the minutes for the next meeting of the Board.

 

5.11                 Minutes

 

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

                        original copy of the minutes shall be filed at the office of the Association.

 

5.12                 Adjournment

 

5.12.1              Any meeting may be adjourned to a specified date and time with a Majority Vote.

 

5.12.2              The adjourned meeting shall conduct only the unfinished business from the original meeting,

                        provided that no adjourned meeting shall determine any matter required sanction through a

                        Special Resolution unless the notice requirements specified in these By-laws for a Special

                        Resolution are complied with for that adjourned meeting.

 

5.12.3              Subject to Articles 5.11.1, no notice is required for the adjourned meeting.

 

 

ARTICLE 6                    ELECTION OF DIRECTORS

 

6.1                   Number of Directors

 

6.1.1                The Board of Directors shall consist of not fewer than 5 and not more than 14 Voting Members,

                        and shall be elected on the basis prescribed under this Article 6 by those Voting Members as

                        are present at the Annual General Meeting.

 

6.2                   Nominations

 

6.2.1                The nominating committee, if any at the applicable time, shall nominate a list of candidates for

                        election to the Board.

 

6.2.2                Further nominations for the Board may be made by any Voting Member from those Voting

                        Members also present at the Annual Meeting.

 

6.3                   Elections by Plurality Vote

 

6.3.1                Insofar as an election is not by acclamation, the outcome of the elections shall be determined

                        by a plurality vote, such that the Voting Member who receives the most votes is elected to the

                        applicable position on the Board.

 

6.4                   Term and Limitations on Successive Terms

 

6.4.1                Subject to Articles 6.4.2, 6.4.3 and 7.3, the Directors and Coordinators so elected and

                        appointed shall form the Board and, other than the Officers, each such Director and

                        Coordinator shall hold office for one year after such election until the next Annual General

                        Meeting at which that position is scheduled to be filled by election.

 

6.4.2                The Members shall elect the Directors and Coordinators at each Annual General Meeting.  At

                        the first Annual General Meeting after these By-laws come into effect, the Members shall

                        elect the following Officers:

 

a)      Three Officers (The President, The 2nd Vice-President, and The Secretary) for positions

each serving a term that ends at the close of the second Annual General Meeting following the Annual General Meeting; and

 

b)      Two Officers (The 1st Vice-President and the Treasurer) each serve a term that ends at the close of the first Annual General Meeting next following the Annual General Meeting at which they were elected.  At each succeeding Annual General Meeting following the expiry of the terms prescribed by Paragraphs (a) and (b) of this Article, the election of the Officers described in those Paragraphs shall be for a term that ends at the close of the second Annual General Meeting following the Annual General Meeting at which those Officers and Directors were elected.

 

6.4.3                Subject to Article 7.2.1(p), no Voting Member may be elected or appointed as an Officer for more than six years in succession without a Special Resolution of the Membership.  Subject to Article 7.3.6, a Member shall be eligible to serve again as an Officer following an absence from the Executive of one year.

 

 

ARTICLE 7                    GOVERNANCE

 

7.1                   Board of Directors

 

7.1.1                Each Director or Coordinator shall be a Voting Member of the Association at the time of

                        election or appointment and throughout the Director or Coordinator’s term as a Director or

                        Coordinator.  A Director or Coordinator cannot be an employee of the Association.

 

7.1.2                If fewer than 14 members are elected at the Annual General Meeting, the Board shall have the

                        power to appoint additional Voting Members to the Board, to the maximum of 9, upon two-

                        thirds majority votes cast by the Directors present at any duly constituted Board meeting.

7.1.3                Subject to Article 8.6, 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 the

                        applicable Board duties.

 

7.1.4                No Director or Directors shall take it upon themselves to commit the time, resources, or

                        finances of the Association, the Board or, if applicable, the Association’s staff without prior

                        approval of that commitment at a duly constituted meeting of the Board.

 

7.1.5                Vacancies on the Board, however caused, may be filled by the Directors if they see fit to do so

                        as long as a quorum of Directors remains in office, in which case each 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 under this Article shall be for the remainder of the term of

                        that position, as determined under Article 6.4 at which time the election process under Article

                        6.3 and 6.4 shall again apply to that position on the Board.

 

7.2                   Powers and Duties of the Board

 

7.2.1                The Board shall have and exercise all the powers of the Association as fully and completely

                        as the Association could at a General Meeting, subject always, however, to the provisions of

                        these By-laws, the Act and the Calgary Lease/License Agreement.  Subject to the foregoing,

                        the powers and duties of the Directors shall included (but not be limited to):

 

a)      promoting the objects of the Association;

 

b)      promoting Membership in the Association;

 

c)      issuing Memberships in the Association, including the granting of Life Memberships and Honorary Memberships, and collecting the associated Membership fees;

 

d)      holding meetings as herein set forth;

 

e)      maintaining and protecting the assets and property of the Association;

 

f)       making Policies and Procedures from time to time for the operation of the Association and the Facility, with such Policies and Procedures being recorded in an organized manner in the Association’s records;

 

g)      preparing an annual budget for the Association, for membership approval, subject to Article 8.2;

 

h)      paying all expenses and receiving all revenues respecting the operation and management of the Association;

 

i)        undertaking, through whatever means the Board determines is advisable, to further the financial position of the Association, including fundraising activities, and to make whatever expenditures as are necessary to carry out its activities;

 

j)        appointing Officers, if the Directors have not been elected to specific positions on the Board at a General Meeting, appointing agents, and authorizing the employment of such persons as the Board deems necessary to carry out the Objects of the Association, provided that such Officers, agents, and employees shall have the authority and shall perform the duties as may be assigned by the Board;

 

k)      ensuring that all books and records of the Association required to be created and maintained by these By-laws, by the Act, by any other applicable statute or law or by the Calgary Lease/License Agreement are regularly and properly kept, including an updated register of Members;

 

l)        ensuring that all policies of insurance required to be maintained by the Act, any other applicable statute or law, the Calgary Lease/License Agreement or Article 8.6.1 are acquired and maintained on the basis contemplated therein and in these By-laws;

 

m)   causing minutes to be kept of each General Meeting and each meeting of the Board;

 

n)      managing, selling, leasing, disposing of or otherwise dealing with the property of the Association, and entering into contracts on behalf of the Association;

 

o)      filing such returns, reports and other materials as are required to be submitted under the Act, other statutes or laws or the Calgary Lease/License Agreement; and

 

p)      having the authority to appoint a Past President to serve in an advisory capacity and to provide continuity to the Board, provided that the Past President shall be a non-voting member of the Executive and shall perform such duties as may be assigned by the Board.

 

7.3                   Removal of a Board Member

 

7.3.1                Notwithstanding Article 6.4, a Board Member shall be automatically removed from office who:

 

a)      resigns by giving notice in writing; or

 

b)      is absent from more than three consecutive meetings, if the Board of Directors determines, by Majority Vote, that such Board Member is to be removed from the Board.

 

7.3.2                Subject to the other provisions of this Article 7.3, the Board of Directors shall have the power

                        by two-thirds majority of the votes cast by the Directors present at the applicable Board

                        meeting to remove any Board Member from office:

 

a)      who fails to act in concert with the Objects of the Association, or the goals and resolutions of the Board;

 

b)      whose conduct is determined to be improper, unbecoming or likely to discredit or endanger the interest or reputation of the Association; or

 

c)      who wilfully breaches these By-laws, the Policies and Procedures of the Calgary Lease/License Agreement.

7.3.3                No Board Member shall be removed from office without having been notified in writing of the

                        applicable charge or complaint and without having been given the opportunity to be heard or

                        submit a statement in writing at the Board of Directors meeting called for that purpose.  That

                        Board Member may be accompanied by another person if the Board Member attends that

                        meeting of the Board of Directors.

 

7.3.4                A Board Member whose removal from office has been recommended shall be notified of the

                        proposed removal and the basis therefore at least ten days prior to the called meeting of the

                        Board of Directors, and shall be automatically suspended from office until the resolution is

                        dealt with at that meeting.  That notice shall either be sent by single registered mail to the last

                        known address of that Board Member shown in the records of the Association or delivered

                        by an Officer to that address.

 

7.3.5                The resolution as decided by the Board of Directors is final, subject to Article 5.4.1 (c).  The

                        resolution shall require a majority vote of not less than two-thirds of those Directors present.

                        The vote shall be by secret ballot.

 

7.3.6                Any Board Member removed from office shall not be eligible to stand for election or

                        appointment to the Board for a period of two years from the date of removal.

 

7.4                   Officers of the Board

 

7.4.1                Notwithstanding 7.4.3, except insofar as the Directors have been elected to specific positions

                        on the Board at an Annual General Meeting, the Directors shall elect, by Majority Vote, the

                        Officers, and the Board shall appoint, from amongst the members of the Board, whatever

                        additional members of the Executive Committee may be required.  The Board may appoint

                        any vacant office as required to complete the term from amongst the members of the Board.

 

7.4.2                The Officers of the Association shall consist of the President, 1st Vice-President, 2nd Vice-

                        President, Secretary and Treasurer.

 

7.4.3                The person elected as President shall have served in the capacity of a Board Member and

                        remained active as a Member of the Association.   No Person shall be elected as

                        President for more than three consecutive terms unless the majority of voting members

                        at a duly constituted meeting of the membership shall vote to retain the person as

                        President for an additional term (s).  This shall apply to all other positions within the

                        Executive and Board with respect to a maximum term allowed as well if there is no other

                        person to stand for that position.   

           

7.4.4                Subject to Article 7.4.3, no person may hold the same position as an Officer for more than

                        three terms in succession.  A term shall be as determined under Article 6.4.

 

7.4.5                Two or more persons who are Legally Related may not be Officers at the same time.

 

7.5                   Duties of the Officers

 

7.5.1                The President shall:

 

a)      be responsible for the general supervision of the Association;

 

b)      chair all meetings of the Association, the Board and the Executive;

 

 

c)      act as the official spokesperson for the Association, but may delegate such authority to

the Vice-President or such other member of the Board as is reasonably appropriate in

the particular circumstances;

 

d)      be the principal signing authority on all contracts, official documents and correspondence of the Association, and a designated signing authority on all bank accounts of the Association;

 

e)      with the Secretary, authenticate the use of the seal of the Association;

 

f)       be an ex-officio member of all committees of the Board;

 

g)      be a member of the Executive and the Board; and

 

h)      carry out other duties pertaining to such office, and such other duties as may be assigned by the Board.

 

7.5.2                The 1st Vice-President shall:

 

a)      assist the President generally in the performance of the President’s duties;

 

b)      assume the powers and duties of the President in either the temporary or permanent absence of the President, including serving as Chairperson at all meetings in the absence of the President;

 

c)      be a member of the Executive and the Board;

 

d)      be a designated signing authority on all bank accounts of the Association and, with the Secretary, on all contracts to be entered into on behalf of the Association in the absence of the President or at the direction of the President;

 

e)      with the Secretary, authenticate the use of the seal of the Association in the absence of the President or at the direction of the President;

 

f)       chair a standing committee, or represent ad hoc committees at meetings of the Board or Executive, as appropriate in the circumstances; and

 

g)      carry out such other duties as may be assigned by the Board.

 

7.5.3                The 2nd Vice-President shall:

 

a)      assist the President generally in the performance of the Presidents duties upon the absence of the 1st Vice-President;

 

b)      assume the powers and duties of the 1st Vice-President in either the temporary or permanent absence of the 1st Vice-President, including serving as Chairperson at all meetings in the absence of the President and the 1st Vice-President.

 

c)      be a member of the Executive and the Board;

 

d)      act as the official spokesperson for the Sports Directors and programs;

 

e)      chair a standing committee, or represent ad hoc committees at meetings of the Board or Executive, as appropriate in the circumstances; and

 

f)       carry out such other duties as may be assigned by the Board.

 

7.5.4                The Secretary shall:

 

a)      attend each General Meeting and each meeting of the Board and the Executive and keep accurate minutes of such meetings;

 

b)      be in charge of all correspondence of the Association under the direction of the President and the Board;

 

c)      file the annual return, the audited financial statements, any Special Resolutions, changes in the Directors, amendments to the By-laws and other incorporating documents with the Corporate Registry or any other applicable regulatory body, as required by the Act, other statutes or laws and the Calgary Lease/License Agreement;

 

d)      ensure that a record of names and addresses of all Members is kept by the Coordinator responsible for Membership, and cause all notices of various meetings to be sent as required under these By-laws;

 

e)      ensure that all records of the Association, other than financial records, are properly maintained, including these By-laws and the Policies and Procedures;

 

f)       keep the seal of the Association;

 

g)      with the President or the Vice-President, as applicable, authenticate the use of the seal of the Association;

 

h)      be a member of the Executive and the Board;

 

i)        be a designated signing authority on all bank accounts of the Association and, with the President or Vice-President, all contracts to be entered into on behalf of the Association; and

 

j)        carry out such other duties as may be assigned by the Board.

 

7.5.5                The Treasurer shall:

 

a)      audit all monies received by the Association and ensure that all monies paid to the Association are deposited in a chartered bank, treasury branch, or trust company chosen by the Board within thirty days after receipt of those monies;

 

b)      disburse the funds of the Association under the direction of the Board and in compliance with these By-laws, the Act and the Calgary Lease/License Agreement;

 

c)      be responsible for the care, custody, control and maintenance of the finances and financial records of the Association;

 

d)      provide a monthly report of: (i) the Association’s bank accounts; (ii) credits to those bank accounts; (iii) operational costs; and (iv) amounts due and owing to the Association for more than thirty 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 Association;

 

e)      ensure that an audited financial statement for the preceding Fiscal Year is prepared by the appointed auditors and presented at the Annual General Meeting;

 

f)       be a member of the Executive and the Board;

 

 

g)      be a designated signing authority for all bank accounts of the Association and, in the absence of the President and the Vice-President or at the direction of the President, all contracts to be entered into on behalf of the Association;

 

h)      chair any finance committee created as a standing committee by the Board; and

 

i)        carry out such other duties as may be assigned by the Board.

 

7.6                   Other Committees

 

7.6.1                The Board may appoint standing or ad hoc committees to assist the Board in its decisions,

                        including such committees as a finance committee, a fundraising committee, a committee to

                        assess traffic issues affecting the Community, a committee to assess land use planning and

                        development affecting the Community, a social committee, a sports committee and a

                        nominating committee.

 

7.6.2                The Membership Coordinator shall be responsible for the implementation of the annual

                        Membership recruitment effort and maintenance of the register of Members.

 

7.6.3                The Chairperson of any committee shall be a member of the Board.

 

7.7                   Ancillary Group

 

7.7.1                From time to time, or as needed to further the objects of the Association, the Board may

                        authorize the sponsorship or support of an Ancillary Group.

 

7.7.2                An Ancillary Group so sponsored shall have the powers necessary to carry out its purpose,

                        not exceeding the powers of the Association.

 

7.7.3                Each such Ancillary Group shall have a Director of their Board appointed to function as its

                        liaison with the E.W.C.A. Board.

 

7.7.4                If an Ancillary Group is determined by the Board of Directors, at any time, to be functioning

                        outside its mandate, the objects of the Association or these By-laws, the Board of Directors, by

                        a two-thirds majority of votes cast, shall terminate the sponsorship or support of that Ancillary

                        Group.

 

7.8                   Affiliated Organization

 

7.8.1                Upon approval of the Board, the Association may affiliate with any other organization.  All

                        positions taken by the Affiliated Organization, which in any manner are designed to represent

                        the Association, shall be presented to the Board for approval or disapproval.

 

7.8.2                If an Affiliated Organization is determined by the Board, at any time, to be representing the

                        Association without its approval, the Board, by a two-thirds majority of votes cast, shall

                        terminate the affiliation.

 

 

ARTICLE 8                    FINANCE AND OTHER MANAGEMENT MATTERS

 

8.1                   Registered Office

 

8.1.1                The office of the Association shall be located within the City of Calgary.

 

8.2                   Finance and Audit

 

8.2.1                The Officers designated under these By-laws shall be the signing authorities on the

                        Association’s bank accounts.  Two signatures of Officers are required on all cheques, and all

                        cheques must be signed by either the President or the Treasurer unless otherwise authorized

                        by them.  However, any cheque payable to a Director or to a person with whom a Director

                        is Legally Related shall not be signed by that Director.

 

8.2.2                Acceptance and approval of the budget is approval of any expenditure therein.

 

8.2.3                Subject to Article 8.2.5, approval by a simple majority of the Board is required for:

 

a)      any single expenditure not included in the approved budget that exceeds $500.00; and

 

b)      any single expenditure included in the approved budget that is anticipated to be over-

expended by the greater of $25.00 or 10% of the amount included in the approved budget for that expenditure.

 

8.2.4                Subject to Article 8.2.5, the Association may not make any single unbudgeted expenditure

                        anticipated to exceed $1000.00 without specific authorization through a Special Resolution.

 

8.2.5                Notwithstanding Articles 8.2.3 and 8.2.4, 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 Facility, provided that such expenditure is then ratified as

                        soon as is feasible under Article 8.2.3 or 8.2.4, as applicable.

 

8.2.6                The books, accounts and records of the Association shall be audited annually by a duly               

                        qualified accountant.  Any such auditor may not be;

 

a)      a Director; or

b)      a Legally Related Person to a Director; or

 

c)      any person who is a business partner or employee of a Director.

 

8.2.7                The audit report contemplated in Article 8.2.6 shall provide a complete and proper statement

                        of the standing of the books for the preceding Fiscal year.  It shall include:

 

a)      a statement of whether the auditor has had access to the information required to prepare the audit report;

 

b)      a statement of whether the balance sheet and income statement provide an appropriate representation of the financial affairs of the Association; and

 

c)      a clear identification of any exceptions discovered during the conduct of the audit.

 

8.2.8                The Association may not borrow any funds totalling in excess of $1000.00 without specific

                        authorization through a Special Resolution.  The Board of Directors may borrow funds not

                        exceeding in total that amount if the Board of Directors, by two-thirds majority of the votes

                        cast by the Directors present at the applicable Board meeting, has approved: (i) that financing;

                        (ii) the purpose for which the funds will be used; and (iii) a plan whereby that loan will be paid

                        in full within ninety days after the receipt of the funds.

 

8.3                   Seal

 

8.3.1                The seal of the Association shall be retained by the Secretary and, whenever used, shall

                        be authenticated by the President or, in the President’s absence, the Vice-President and the

                        Secretary.

 

8.4                   Minute Book

 

8.4.1                The Secretary or other Officer directed by the Board, shall maintain and have charge of the

                        Minute Book of the Association and shall record or cause to be recorded in it the minutes of all

                        proceedings of all General Meetings and meetings of the Board.

 

8.4.2                The Minute Book shall contain the following information:

 

a)      a copy of the Certificate of Incorporation of the Association;

 

b)      a copy of the Objects of the Association and any Special Resolution altering the objects;

 

c)      a copy of the By-laws of the Association and any Special Resolution altering the By-laws;

 

d)      a copy of the Calgary Lease/License Agreement;

 

e)      a copy of the Policies and Procedures;

 

f)       a copy of originals of all documents, registers and resolutions required to be maintained

or filed by the Act, other statute or law or the Calgary Licence Agreement;

 

g)      a copy of the audited financial statements for the preceding Fiscal Year; and

 

h)      a copy of each other document directed by the Board to be inserted into the Minute Book.

 

8.5                   Inspection of the Books

 

8.5.1                Subject to any limitations on the disclosure of personal information under the Personal

                        Information Privacy Act, Bill 44, the books and records of the Association may be inspected by

                        any Voting Member at any time at the register office of the Association on the basis set forth in

                        this Article 8.5.

 

8.5.2                Any Voting Member wishing to inspect the books or records must give reasonable notice and

                        arrange a time reasonably satisfactory to the President or Secretary.

 

8.5.3                All financial records of the Association are open for inspection by the Members.

 

8.5.4                Other records of the Association are open for inspection, except for records that the Board

                        designates as confidential.

 

8.5.5                Each Director shall at all times have access to such books and records.

 

8.6                   Liability and Indemnification

 

8.6.1                Each Director of the Association 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 Association (and the respective heirs, executors,

                        administrators and estate of each such person) shall from time to time and at all times be

                        indemnified and saved harmless by the Association from and against:

 

a)      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 fro or in respect of any act, omission, decision or matter whatsoever in or about the performance of that person’s duties; and

 

b)      all other related costs, charges, and expenses in respect to any such act, omission, decision or matter, including,  without limitation, reasonable legal costs on a solicitor and its own client basis.

 

However, the indemnification granted in this Article shall not apply insofar as the act,

omission, decision, matter or those costs, charges or expenses pertains or results from the

fraud, dishonesty, or bad faith of that person.  The Board shall acquire and maintain such

insurance coverage as the Board reasonably regards as appropriate to enable the Association

to fulfill the responsibilities set forth in this Article.

 

8.6.2                No Director shall be liable for the acts or omissions of any other Director or employee of the

                        Association, 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 Association, and no

                        Director shall be liable for any loss due to an oversight, error in judgement or an act or omission

                        in that Director’s role for the Association, unless and to the extent that the act or omission is

                        due to fraud, dishonesty or bad faith.

 

8.6.3                Each Director may rely on the accuracy of any statement or report prepared by the auditor(s)

                        of the Association.  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.

 

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

                        Association.

 

 

ARTICLE 9                    AMENDMENTS

 

9.1                   These By-laws shall not be rescinded, altered or added to except by Special Resolution passed

                        at a General Meeting.

 

9.2                   If there is any conflict between the Act and any part of these By-laws, the provisions of the Act,

                        as applicable, shall prevail and shall have the effect of amending these By-laws to the extent

                        necessary to remedy that conflict without any action on the part of the Association.

 

9.3                   Any question of procedure not provided for in these By-laws or the Act shall be decided upon

                        by the Board of Directors.

 

 

ARTICLE 10                  RULES OF ORDER

 

10.1                 Insofar as they are not inconsistent with these By-laws or any special rules of order of the

                        Association, parliamentary procedures respecting the management of meetings conducted

                        under these By-laws, shall be defined by the sitting Board of Directors.

 

 

ARTICLE 11                  DISSOLUTION

 

11.1                 The Association may not pay any dividends or distribute its property among its’ Members.

 

11.2                 The Association shall be dissolved voluntarily if a Special Resolution to that effect is passed

                        by the Association.

 

11.3                 In the event that the Erin Woods Community Association were to dissolve, any funds or assets

                        remaining after paying all debts of the association shall be donated to a not for profit group.