Bylaws

By Laws as amended in July 2002.

 

BY-LAWS OF THE LETHBRIDGE COMMUNITY BAND SOCIETY

1 MEMBERSHIP

1.1 The members of this Society shall be the subscribers of the application and By-laws and such other persons as there are admitted as members of the Society.

1.2 All applications for membership shall be submitted to the Board of Directors or to a delegate of the Board and, upon approval by the Board or the delegate of the Board, the applicant shall become a member.

The Board of Directors is empowered in its discretion to accept or decline any class of membership to any applicant.

1.3 The Board or a delegate of the Board shall maintain a roster of members which shall constitute the official record of members current from time to time. (Am. 2002)

1.4 Members shall be required to pay an annual membership fee. A playing and services fee will be charged for voting members. Fees may be set from time to time by resolutions of the Board of Directors. (Am. 1998) (Am. 2002)

1.5 The Secretary or a delegate, shall notify the members of the fees at any time payable by them and, if such fees are not paid within thirty (30) days of the date of such notice thereof, the Board may by resolution terminate playing and performance privileges. (Am. 1998)

1.6 Upon dissolution of the Society and after the payment of all debts and liabilities, the remaining property and assets of the Society shall be distributed or disposed of to charitable organizations or to organizations the objects of which are beneficial to the community, selection of which shall be within the sole discretion of the Board of Directors serving as at the date of dissolution.

1.7 Members may terminate membership by resignation in writing to the Board of Directors, which shall be effective upon acceptance thereof by the Board of Directors. In case of resignation, a member shall remain liable for payment of any assessment, playing and services fees or other sums levied or which became payable to the Society by him or her prior to acceptance of the resignation. (Am.1998) (Am. 2002)

Fees paid are non-refundable, except at the discretion of the Board.

1.8 The Board of Directors may at any time, by resolution and without notice to the member to be expelled, declare that the said member shall stand expelled from the membership in the Society as and from the date of the resolution.

1.9 Members of the Society shall be comprised of three classifications:

a) Voting Members

b) Non-Voting Members

c) Honourary Members (Inserted 2002)

1.9.1 Voting Members

A person shall be classified as a Voting Member if:

a) they are an Honourary members of the Society, or

b) they have fully paid all society membership fees and playing and services fees, as determined by the Board,

c) they are an active member of at least one concert band ensemble of the LCBS s determined by the Conductor, and (Am. 2002)

d) they have been approved as a member by the Board, and

e) they have not had membership status suspended or terminated. (Am. 2002)

The rights and privileges of a Voting Member shall include the following:

a) the right to vote as voting members at all general, special or extra-ordinary general meetings, provided that the Voting Member has held voting membership status for a minimum of two consecutive months prior to the date of any such meeting, and

b) the right to serve as members of the Board of Directors.

1.9.2 Non- Voting Members

A person shall be classified as a Non-voting Members if,

a) they have paid a membership fee. (Am. 2002)

1.9.3 Honourary Members shall mean those members who:

a) are granted Honourary Membership in the Society by resolution of the Board of Directors for such time or for such purposes as may be designated by the Board of Directors.

b) Honourary Members shall be entitled to vote and will not be required to pay any fees. (Am. 1998) (Am. 2002)

c) Honourary Members may serve on the Board of Directors.

1.10 All individual memberships, other than Honourary Memberships, shall expire on the 31 day of August in each year, or upon termination of Membership status by Board resolution. (Am. 1998)

1.11 Liability of the members, regardless of class, shall be limited. (Am. 1998)

2 ANNUAL GENERAL MEETING

2.1 The Annual General Meeting shall be held no later than the last day of November in each year, at a time, date and place within the Province of Alberta to be fixed by the Board of Directors. [Am. June 12/91] (Am. 1998)

2.2 Notice of the date, time, and location of the Annual General Meeting shall be effected by publication not less than once within a newspaper circulating in the City of Lethbridge, in the Province of Alberta, such publication to occur not less than seven (7) days and not more than fifteen (15) days prior to the date set for the meeting and a written notice to be posted, within the same time parameters, in the rehearsal hall or halls utilized by the Society, serving notice of the intended meeting and such other matters as may be required.(am. 1998)

2.3 The Annual General Meeting shall be called for the purpose of reviewing and approving the financial statements for the immediately preceding fiscal year, for authorizing the submission of the same to the appropriate authorities, for the election of the Board of Directors and for the transaction of such other business as may properly come before an annual meeting.

2.4 A Special or Extra-ordinary meeting of the membership may be called by the voting members, such written notice to be signed by not less than three quarters (3/4) of the qualified members, such notice to be served upon the Board of Directors, whereupon the Board of Directors shall proceed to call the Special or Extra-ordinary meeting by publishing and posting notice of the time, place and location in the same fashion as publishing notice of an Annual General Meeting, except that notice of a general meeting called to consider Special Resolutions which change the By-Laws shall require twenty-one (21) days notice. [

2.5 The transaction of business at an Extra-ordinary or Special meeting shall be limited to the issues or resolutions proposed in the written notice served upon the Board of Directors and which have been signed by not less than three quarters (3/4) of the voting members.

2.6 General Meetings of the membership, other than the Annual General Meeting shall be held in the Province of Alberta at a time and place fixed by the Board of Directors and notice shall be given in the same manner as for an Annual General Meeting.

3 QUORUM

3.1 A quorum for the transaction of business at any meeting of the members shall consist of not less than ten (10) voting members present in person.

3.2 A quorum for the transaction of business at any meeting of the Board of Directors shall consist of not less than fifty (50%) percent of the duly elected Directors present in person.

4 VOTING

4.1 Every qualified voting member shall be entitled to one (1) vote at any Annual General Meeting, special or extra-ordinary meeting or general meeting of the membership.

4.2 Votes of voting members at any meeting must be given personally by a show of hands or by ballot at the option of the Chair of the meeting.

4.3 The current serving President of the Society, or in his or her absence, the current serving Vice President, shall serve as the Chair for any Annual General Meeting, Special Meeting, Extra-ordinary meeting or general meeting of members, and the Chair shall have the final authority on determination of issues pertaining to procedure at the meeting, including but not limited to rulings on any dispute raised on qualification or eligibility of any person to vote or voting procedures and protocols. The declaration of the Chair where such matters may put in issue, shall be final.

5 DIRECTORS

5.1 The affairs of the Society shall be managed by a Board of not less than five (5) Directors, nor more than ten (10) Directors.

5.2 Each Director shall be elected for a two (2) year term, which shall commence upon election and shall expire at the second annual General Meeting after he or she shall be elected or upon termination or resignation, whichever may first occur. A member may serve three consecutive terms as an elected board member. He or she must then step down for a minimum of one full year before being eligible to be re-elected.

5.3 One half of the Board shall be retired at each Annual General Meeting, but shall be eligible for re-election if otherwise qualified.

5.4 The voting members of the Society may by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any Director before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting, elect any other qualified person in his stead for the unexpired portion of the term.

5.5 Directors shall receive no remuneration.

5.6 The Board of Directors may exercise all such powers and do all such action and things as may be exercised or done by this Society and which are not by the by-laws of this Society or by law expressly directed or required to be done by this Society at a meeting of the members or otherwise.

5.7 The Directors shall have and exercise all of the powers of the Society as fully and completely as the Society could in general meeting, subject always, however, to the provisions of the Societies Act.

5.8 Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remains in office, be filled by the Directors from among the qualified members of the Society, if they shall see fit to do so. Otherwise such vacancies shall be filled at the next Annual General meeting [deletion] at which the Directors for the ensuing term or terms are elected.

If there is not a quorum of Directors, to enable the fillling of a vacancy on the Board of Directors, then the remaining Directors shall forthwith call a meeting of the voting members to fill the vacancy. Any vacancy filled by the Board of Directors shall be for the remaining unexpired term of the office so filled.

6 COMMITTEES

6.1 The Standing Committees of the Board shall be established by the Board, each of which shall be chaired by a member of the Board of Directors or an appointee of the Board of Directors.

6.2 There shall be a Nominating Committee, which shall consist of the current and last three serving presidents of the Society, who remain members, whose purpose shall be to independently assemble candidates for office as Directors of the Society, and without limiting the powers and authority of any other member to do so, to present nominations to fill positions on the Board of Directors at any meeting of the members . Activities of the Nominating Committee shall be initiated from time to time, upon request from the serving President in anticipation of any meeting of members where the order of business will be the election of a Director or Directors.

7 DIRECTORS MEETINGS

7.1 The Directors may hold their meetings at such place or places within the Province of Alberta as it may from time to time determine. No formal notice of any such meeting shall be necessary if all of the Directors are present, or if those absent have signified their consent to the meeting being held in their absence.

7.2 Directors meetings may be formally called by the President or Vice-President or by the Secretary on the direction of the President or Vice-President, or by the Secretary on direction in writing of two (2) Directors. Notice of such meetings shall be delivered or telephoned to each Director not less than one (1) day before the meeting is to take place or shall be mailed to each Director not less than two (2) days before the meeting is to take place.

7.3 The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and at such regular meeting no notice need be sent.

7.4 A Directors meeting may also be held, without notice, immediately following the Annual General meeting of the Society. The Directors may consider or transact any business either special or general at any meeting of the Board.

7.5 Questions arising at any meeting of the Directors shall be decided by a majority of votes. In a case of an equality of votes the Chairman in addition to his or her original vote shall have a second or casting vote. All votes in any such meeting shall be taken by a show of hands unless by ballot if so demanded, by any Director present.

7.6 A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be prima facie evidence of that fact without proof of the number or proportion or votes cast in favor or against the resolution.

7.7 The Board of Directors may from time to time appoint such officers and agents and authorize the employment of such other persons as they deem necessary to carry out the objects of this Society and such officers agents and employees shall have such authority and shall perform such duties as from time to time be prescribed by the Board.

8 OFFICERS OF THE SOCIETY

8.1 There shall be a President, a Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary-treasurer and such other officers as the Board of Directors may determine from time to time. One person may hold more than one office except the offices of President and Vice-President.

8.2 The President and Vice-President shall be elected by the Board of Directors from among their number at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected. The other officers of the Society need not be members of the Board.

9 DUTIES OF OFFICERS

9.1 The President shall when present, preside at all meetings of the members of the Society and the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Society.

9.2 The President with the Secretary or other officer appointed by the Board for the purpose shall sign all resolutions and membership certificates.

9.3 During the absence or inability of the President, his/her duties and powers may be exercised by the Vice-President or such other Director as the Board may from time to time appoint for the purpose, exercise such power or duty. The absence or inability of the President shall be presumed with reference thereto.

9.4 The Vice-President shall assume the duties of the President in the absence of the latter.

9.5 The Treasurer shall receive, deposit, and make disbursements of all monies of the Society provided that no disbursements shall be made except upon the authorization of a resolution of the Board of Directors, and shall keep a full and complete set of records of all financial transactions and books of account.

9.6 The Secretary shall communicate or cause to be communicated notices of all meetings of the Board of Directors and members where so required, have charge of the minute books of the society, sign with other signing officer or officers of the Society such instruments as require his or her signature and shall perform such other duties as the terms of her/his engagement call for or the Board of Directors may require from time to time.

10 EXECUTION OF DOCUMENTS

10.1 Deeds, transfers, licenses, contracts and engagements on behalf of the Society shall be signed by either the President or Vice-President and by the Secretary, and the Secretary shall affix the seal of the Society to such instruments as may be required.

10.2 Contracts in the ordinary course of the business operations of the Society may be entered into on behalf of the Society by the President, Vice-President, Treasurer or by any person authorized by the Board.

10.3 All cheques bills of exchange or other orders for the payment of money notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors.

11 BORROWING

11.1 For the purpose of carrying out the objects of the Society the Directors may borrow or raise or secure the payment of money in such manner as they think fit, and in particular by the issue of debentures: provided debentures shall not be issued without the sanction of a special resolution of the Society.

11.2 The Board of Directors may from time to time appoint an auditor or auditors to hold office for such period as the Directors may determine.11.3 The Society shall have the financial statements reviewed or audited annually.

12 SEAL

12.1 The Board of Directors may adopt a Seal which shall be the common Seal of the Society, and shall be kept by the Secretary.

13 MODIFICATION OF BY-LAWS

13.1 The By-Laws of the Society shall not be altered or added to, except by a special resolution of the Society.

13.2 For all purposes of the society, "extraordinary resolution" or “special resolution” shall mean a resolution passed by a majority of not less than three fourths (3/4) of such members entitled to vote as are present in person at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary or special resolution has been duly given.

14 BOOKS AND RECORDS

14.1 The Directors shall see that necessary books, records and minutes of the Society required by the By-Laws of the Society or by any applicable statute are regularly and properly kept.

14.2 The Secretary or some other officer specially charged by the Board of Directors with that duty shall maintain and have charge of the Minute Books of the Society and shall record or cause to be recorded therein minutes of all proceedings and all meetings.

14.3 Books and Records shall be kept at the Records Office which for the time being shall be Torry Lewis Abells, 110-220 4th St. S., Lethbridge, Alta., or at such other location as may be decided by the Board of Directors from time to time, and shall be open for inspection by members during normal business hours.

15 BOOKS OF ACCOUNT

15.1 The books of accounts shall be kept at such place in Alberta as the Directors think fit and shall at all times be open for inspection by the Directors and by Members.

16 FISCAL YEAR

16.1 The Fiscal Year of the Society shall terminate on a day in each year to be fixed by the Board of Directors and the financial statements of the affairs for presentation to the members at the annual general meeting shall be made up to that date.

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