BY-LAWS OF
ROCKY MOUNTAIN DIVING CLUB
Membership is open upon written application to the Board and Board acceptance thereof, to all registered active athletes, parents or guardians of active athletes and adults who become affiliated with the Club. Active athletes and parents or guardians of active athletes must have paid all required fees and be in good standing as per Club policies.
There are four classes of Membership that are described in the following sections.
A Youth Member is an active athlete whose required fees are in good standing. Youth Membership is open to all active recreational and pre-competitive athletes.
1.3.1 An Adult Member is an active athlete of the age of 18 or more whose required fees are in good standing, or
1.3.2 An Adult Member is a parent or guardian of an active recreational athlete whose required fees are in good standing, or
1.3.3 An Adult Member is a parent or guardian of an active pre-competitive athlete whose required fees are in good standing, or
1.3.4 An Adult Member is an adult of the age of 18 or more who becomes affiliated with the Club and is in good standing.
A Staff Member is an employee of the Club. A Contractor is a person who provides services to the Club or the principal of an organization which provides service to the Club in return for remuneration. Neither Staff Members nor Contractors are eligible for nomination to the Board and they do not qualify as Adult Members as defined in Article 3.3.
A Voting Member is an Adult Member as defined in 3.3. Except for elections at the Annual General Meeting, votes may be cast in person or by proxy. Votes for elections at the Annual General Meeting must be cast in person.
Membership may be withdrawn by the Board for any of the following reasons:
a) Non-payment of fees, resulting from either voluntary withholding of the fees or non-attendance;
b) Voluntary withdrawal following policies and procedures set forth by the Club’s policies.
c) Expulsion by the Club for behaviour deemed unsuitable or inconsistent with polices and procedures set forth by the Club’s Board.
Members may resign at any time by written indication to the Club. Members are entitled to a pro-rata return of fees based on polices and procedures set forth in Club policies.
General Meetings of the Club Membership may be called at any time by the Secretary upon the instructions of the Board. Fourteen (14) days’ notice of the General Meeting shall be provided to the Membership by two of the following methods - athlete newsletter, e-mail, phone, and/or posting at the Club’s facilities and on the Club website. A quorum of 15 members must be present to conduct such a meeting.
Special General Meetings of the Club may be called by the President or Secretary upon direction of the Board. Special General Meetings must be called by the President or Secretary upon receipt of a petition signed by one third of the Voting Members in good standing, delivered to the President or Secretary. Fourteen (14) days notice of the Special General Meeting shall be provided to the Membership by two of the following methods - athlete newsletter, e-mail, phone, or posting at the Club’s facilities and on the Club website. If the Special General Meeting is being held pursuant to receipt of a petition, it must be held within 45 days of receipt of the petition by the President or Secretary.
The attendance of 15 Voting Members is required for a quorum at any General Meeting of the society or special meeting of the Club Membership. All Voting Members carry one vote each. A motion will be carried through a majority vote.
1. Attendance
2. Correspondence
3. Review of minutes
4. Agenda approval and addition
5. Reports from officers, committee heads, and coaches
6. Business arising from head administrative staff
7. Unfinished business
8. New Business
9. Adjournment
2.5 Special Resolutions
A Special Resolution may be proposed at any General Meeting as long as the notice of the General Meeting provided to the Membership included notice that the Special Resolution would be proposed and text of the Special Resolution, and notice of the General Meeting was provided to the Membership no less than twenty-one (21) days prior to the General Meeting. A Special Resolution will be carried by an affirmative vote of at least 75% of the Voting Members at the General Meeting.
3.1 Timing
The Board shall be elected at the Annual General Meeting held prior to October 31st of each year for a term expiring October 31st of the following year. The new Board will take up their directorship following the Annual General Meeting but no later than November 1st.
3.2 Qualifications
Candidates must be an Adult Member in good standing for at least 6 months. They must be nominated and accept the nomination. Nominations will take place from the floor provided that the nominee is in attendance or has signified in writing their willingness to accept the nomination at least 48 hours prior to the Annual General Meeting.
3.3 Voting
All Voting Members attending the Annual General Meeting will have one vote. Election is by majority vote. Directors are Members elected to the Board.
3.4 Size
The number of Directors in the Club will number no less than 3 and no more than 5.
4.1.1 Timing
The Officers of the Board shall be elected at the first meeting of the Board following commencement of the new term as stated in section 5.1 for a term expiring October 31st of the following year. The new Officers will take up their office at the Board meeting at which they are elected. In the case of a vacancy the election will occur at the first meeting of the Board following the vacancy.
4.1.2 Qualifications
All Officers must have been elected at the Annual General Meeting by the Membership or filled through a vacancy as per article 6.1.1. They must be bondable and nominated by another Director and accept the nomination. Nominations will take place from the floor provided that the nominee is in attendance or has signified in writing their willingness to accept the nomination at least 48 hours prior to the first meeting of the Board.
4.1.3 Voting
Each Director in attendance at a meeting of the Board will have one vote. Resolutions will be passed by a majority vote.
The attendance of 3 Directors is required for a quorum at any meeting of the Board.
· President
· Secretary
· Treasurer
· Non Officer Directors (minimum 0, maximum 2)
No Officer or Director shall receive remuneration from the Club for duties performed as a Director or Officer.
a) The Board shall meet as often as necessary, but at least once every six months, as called by the President or upon the written request of at least three Directors given to the Secretary. Notice of all Board meetings must be given at least 3 days in advance by letter, email, phone or fax.
b) Head administrative staff and head coaches shall be entitled to attend Board meetings upon invitation of the Board.
c) At each Board meeting, the minutes of the last Board meeting shall be approved and signed by two Directors.
d) Portions of a Board agenda will be held in camera when there is a conflict of interest arising.
Fees shall be fixed by the Board and shall be paid annually, semiannually or at such time or times as the Board shall direct.
The Board shall approve program and Club budgets on an annual basis.
The Board may constitute standing committees as it deems necessary or desirable and shall appoint the members thereof, including the chairperson of each such committee. All committees shall be accountable to the Board and all committee recommendations or decisions are subject to ratification by the Board.
Vacancies of Directors will be filled by election by the Membership at a General Meeting. The election procedure will be the same as at the Annual General Meeting (see article 5). Elected Directors will take up their directorship at the next Board meeting.
Each Director holds directorship with protection from the Club. The Club indemnifies each Director against all costs or charges that result from any act done in his role as Director of the Club except the Club does not protect any Director for his acts of fraud or dishonesty, or acts committed in bad faith. No Director is liable for the acts of another Director or employee. No Director is responsible for damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the Club. No Director is liable for any loss due to an oversight or error in judgment, or due to any act committed in his role as Director of the Club, unless the act is fraudulent, dishonest, or committed in bad faith.
All Officers and Directors have the same obligations as other Members. If conduct by an Officer or Director is inconsistent with the policies and procedures of the Club the Board may vote by majority to suspend that Director. An Officer or Director who is suspended shall be at liberty to appeal the decision of the Board directly to the Membership at the next General Meeting following the decision, provided notice of such an appeal is given in writing to the Secretary at least one week in advance of that General Meeting.
The President shall serve as the chief executive Officer of the Club. The President shall be an ex-officio voting member of all committees and the Board, and chairperson of the Board and shall preside over meetings. In the absence of the President, a chairperson will be elected at the meeting to preside. The President shall submit an Annual Report of the year’s activities on behalf of the Board at the Annual General Meeting. The President shall oversee committee actions and ensure the chairpersons of committees report to the Board.
The Secretary shall be responsible for taking minutes at any membership meetings under the supervision and direction of the President and the Board. The Secretary will keep records of the minutes of Board meetings, all General Meetings, or special meetings. The Secretary shall keep files of signed copies of all minutes. The Secretary will notify the Membership of all General Meetings as per article 4 and provide agendas and business details pertaining to the General Meetings. The Secretary will be responsible for keeping files of Annual Reports and filing returns to governing bodies as required. The Secretary shall ensure the security of personal information of Members in accordance with the Personal Information Protection Act (Alberta) (2003).
The Treasurer shall ensure that all monies received from the Members are deposited in a bank approved by the Board, and shall ensure that only monies authorized by the Board are paid out. All cheques must be signed by authorized individuals as per article 9.2. The Treasurer shall ensure that regular statements are issued to each Member for fees due and financial obligations to the Club and that all monies owing to the Club are collected. The Treasurer shall prepare and submit, as requested, periodic financial reports to the Board and annual financial reports to the Club (the “Annual Financial Statements”). The Treasurer will ensure that all financial statements required for the filing of all government returns are completed and submitted to the Secretary.
The Directors, including the Officers of the Club named in article 6.1.5 shall constitute the Board. The Board shall, subject to these By-Laws and policies and procedures of the Club, have full control and management of the affairs of the Club. They shall determine the policies of the Club, authorize all expenditures and consider all new business. The Board shall be responsible for all items listed in article 6.3.
The Board shall ensure that Generally Accepted Accounting Principles are adhered to in the recording of financial data and the preparation of financial reports. The audited accounts shall be presented by the Treasurer once a year and on a periodical basis as requested by the Board for review and approval. A complete and proper audit of the books shall be presented at the Annual General Meeting. The fiscal year-end is August 31st. By August 31 of each year, a duly qualified accountant or two Officers must be nominated by the Board to audit the financial accounts. Once the Board approves the Annual Financial Statements, they shall be signed by two (2) Officers. Annual Financial Statements shall be filed with the annual return required by Alberta Corporate Registry.
The corporate seal shall remain in the custody of the Secretary, and may be applied to documents by either the Secretary or the President as authorized by the Board.
Signing authority for banking purposes will be approved by resolution of the Board at the first meeting of the new Board following the Annual General Meeting and after the election of the Officers. Two (2) authorized signatures must be present on each cheque or authorization of funds paid out by the Club.
For the purpose of carrying out its objectives, the Club may borrow, raise or secure the payment of money in such a manner as it sees fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Club and in no such case shall debentures be issued without the sanction of a Special Resolution of the Club.
Altering, rescinding, or adding By-Laws will be done in accordance with the Societies Act (2000 s14). A Special Resolution to amend the By-Laws may be brought forward to the Board by any Member at any time. As long as the Board has the support of at least five (5) Voting Members for such a Special Resolution, the President shall call a General Meeting to consider the Special Resolution. Quorum for such a General Meeting shall be 15 Voting Members present in person or by proxy. The Special Resolution will pass if 75% of the Voting Members present in person or by proxy are in favor of the Special Resolution. A minimum of twenty-one (21) days’ notice to the Voting Membership is required for such a General Meeting. If approved the Special Resolution shall be forwarded to the Secretary, who will then ensure that the proper documentation is filed with Alberta Corporate Registries in a timely manner so the new or amended By-Laws may be enacted. No amendment shall be in force until authorized by the Registrar of the Alberta Corporate Registry.
The office of the Club will be at the Talisman Centre, 2225 Macleod Trail S., Calgary AB, T2G 5B6 or such other place as the Board shall approve. All minutes, books, and records relating to the activities of the Club shall be kept by the Secretary and Treasurer, and be available for inspection by Members within one week of request at a mutually agreeable time. Records must be kept in hard-copy files, and saved on disk and therefore reside on a computer.
Should the Club wish to surrender its Certificate of Incorporation and cease to exist, it will follow the provisions of the Societies Act (2000, section 33 and 34).
All remaining funds and assets will be distributed to the Dive Calgary Sports Society if it is in existence, and if it is not in existence, to the Alberta Section, Canadian Amateur Diving Association.