Society By-Laws Back to Archives
Name of Society
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INTERPRETATION
1. In these By-Laws ,
unless the context otherwise specifies or requires:
a) a)
“Act” means the Societies Act,
R.S.A. 1980. c. S-18 as from time to time amended and every statute that my be
substituted therefore and, in the case of such substitution, any references in
the By-Laws of the Society to provisions of the Act shall be read as references
to the substituted provisions therefore in the new statute or statutes:
b) b)
“By-Law” means any By-Law of the Society from time to time in force and
effect.
c) c)
“Regulations” means the regulations made under the Act as from time to
time amended and every regulation that may be substituted therefore, and, in
the case of such substitution, any references in the By-Laws of the Society to
provisions of the regulations shall be read as references to the substituted
provisions therefore in the new regulations.
2 These By-Laws shall be, unless the context
otherwise requires, construed and interpreted in accordance with the following:
a) a)
All terms which are contained in the By-Laws of the Society and which
are defined in the Act or the Regulations shall have the meanings given to such
terms in the Act or such Regulations;
b) b)
Words importing the singular number only shall include the plural and
vice versa, and the word person shall include bodies corporate, corporations,
companies, partnerships, syndicates, trusts and any number of aggregate of
persons.
c) c)
The headings used in the By-Laws are inserted for reference purposes
only and are not to be considered or taken into account in construing the terms
or provisions thereof or to be deemed in any way to clarify, modify or explain the
effect of any such terms or provisions.
PURPOSE
3. The objects of the Society shall be:
a) a)
To promote the development and improvement of facilities at the
i.
i.
Improving airport safety.
ii.
ii.
Opening and maintaining lines of communication with our municipal
neighbors.
iii.
iii.
Striving to enhance the appearance and to reduce the environmental
impact of the airport.
b) b)
To maintain the capital value of buildings presently built on leased
land.
c) c)
To organize and sponsor community events.
d) d)
To provide representation for pilots and business and to foster
relationships with:
i.
i.
The
ii.
ii.
Transport
iii.
iii.
Nav Canada
iv.
iv.
The Municipal District of Rocky View
v.
v.
e) e)
To provide for the recreation of the members and to promote and afford
opportunity for friendly and social activities.
f)
f)
To provide a meeting place for the consideration and discussion of
questions affecting the interests of the community.
MEMBERSHIP Back to Archives
4. Membership in the Society shall be available
to those persons who are interested in furthering the objectives of the Society
and whose application for admission as a member has received the approval of
the Board of Directors of the Society. The Board of Directors may also pass
membership rules providing, among other things, for the admission of members by
the Secretary of the Society. Each member shall be promptly informed by the
Secretary of their admission as a member. Any individual applying for
membership shall be of the full age of 18 years. Membership fee, if any, in the
Society shall be determined, from time to time, by the Board of Directors.
5. Any
member wishing to withdraw from membership may do so upon a notice in writing
to the Board through its Secretary. If any member is in arrears for fees or
assessments for any year, such member shall be automatically suspended at the
expiration of three months from the membership renewal date and shall
thereafter be entitled to no membership privileges or powers in the Society
until reinstated. Any member may be expelled from membership for any cause that
the Society may deem reasonable if, at a meeting of members, a resolution to
remove the member is passed by at least two-thirds of the votes cast at the
meeting, provided that the member shall be granted the opportunity to be heard
at such meeting.
BOARD
OF DIRECTORS
6. Board
of Directors, Executive Committee or Board shall mean the Board of Directors of
the Society.
7. The
Society shall have an odd number of Directors consisting of not less than five
(5) nor more than nineteen (19) Directors. The exact
number of Directors shall be fixed from time to time by resolution of the Board
of Directors. A majority of the authorized number of Directors shall constitute
a quorum for the transaction of business.
8. The
applicants for incorporation shall become the first directors of the Society,
whose term of office on the Board of Directors shall continue until the second
annual meeting of the Society. These first Directors shall by resolution
determine the total number of Directors to constitute the Board and shall
appoint such additional Directors as required from the members or prospective
members of the Society. The additional Directors so appointed shall also hold
office until the second annual meeting of the Society.
9. Directors
elected by the members at an annual meeting to replace Directors whose terms
have expired shall hold office for a term of two (2) years or until the annual
meeting of the Society which falls at least twenty (20) months after election
to office or until their successors are elected.
10. The office of a Director shall be automatically vacated:
a) a)
if the Director does not, within ten (10) days after election or
appointment as a Director become a member, or ceases to be a member of the Society;
b) b)
if the Director becomes bankrupt or suspends payment of debts generally
or compounds with creditors or makes an authorized assignment or is declared
insolvent;
c) c)
if the Director is found to be a mentally incompetent person or becomes
of unsound mind;
d) d)
if the Director, by notice in
writing to the Society , resigns office, which resignation shall be effective
at the time it is received by the Secretary of the Society or at the time
specified in the notice, whichever is later.
e) e)
If the Director is removed from office by a resolution of the members;
f)
f)
If the Director dies.
11. A vacancy occurring in the Board of Directors
shall be filled as follows:
a) a)
if the vacancy occurs as a
result of the removal of any director by the members, it may be filled upon the
majority vote of the members at the same meeting at which the resolution to
remove was approved. Any Director elected to fill a removed Director’s position
shall hold office for the remainder of the removed Director’s term.
b) b)
Any other vacancy in the Board of Directors may be filled for the
remainder of the term by the directors then in office, if they shall see fit to
do so, so long as there is a quorum of Directors in office. If there is not a
quorum of Directors, the remaining Directors shall forthwith call a meeting of
the members to fill the vacancy, and, in default, or if there are no Directors
then in office, the meeting may be called by any member.
c) c)
Otherwise, such vacancy shall be filled for the remainder of the term at
the next annual meeting of the members.
12. The Board shall, subject to the By-Laws or directions given it by
majority vote at any meeting properly called and constituted, have full control
and management of the affairs of the Society, and meetings of the Board shall
be held as often as may be required, but at least once every three months, and
shall be called by the President. A special meeting may be called on the
instructions of any two Directors provided they request the President in
writing to call such meeting, and state the business to be brought before the
meeting. Meetings of the Board shall be called by ten (10) days notice in
writing mailed to each member or by three (3) days notice by fax, telephone or
e-mail. Meetings may be held without notice if a quorum of the Board is
present, provided however, that any business transactions at such meeting shall
be ratified at the next regularly called meeting of the Board; otherwise they
shall be null and void.
13. A person appointed or elected a Director becomes a Director if they
were present at the meeting when being appointed or elected, and did not refuse
the appointment. They may also become a Director if they were not present at
the meeting but consented in writing to act as a Director before the
appointment or election, or within ten days after the appointment or election,
or if they acted as a Director pursuant to the appointment or election.
14. Any Director may be removed from office for any cause that the
Society may deem reasonable if, at a meeting of members, a resolution to remove
the Director is passed by at least two-thirds of the votes cast at the meeting,
provided that the Director shall be granted the opportunity to be heard at such
meeting.
OFFICERS
15. The Board of Directors shall annually, or more often as may be
required, elect a President, a Secretary and a Treasurer from among themselves
and, if deemed advisable, may appoint one or more Vice-Presidents. A Director
may be appointed to any office of the Society. The same person may hold two or
more of the aforesaid offices. In case and whenever the same person holds the
offices of Secretary and Treasurer, that person may, but need not be known as
the Secretary-Treasurer. The Board of Directors may from time to time appoint
such other officers and agents as it shall deem necessary who
shall have such authority and shall perform such duties as may from time to
time be prescribed by the Board of Directors.
PRESIDENT
16. The President shall be ex-officio a member of all Committees.
He/she shall, when present, preside at all meetings of the Society and of the
Board. In his/her absence, the Vice-President shall preside at any such
meetings. In the absence of both, a chairperson may be elected at the meeting
to preside.
SECRETARY
17. It shall be the duty of the secretary to attend all meetings of the
Society and of the Board, and to keep accurate minutes of the same. He/she
shall have charge of the Seal of the Society which whenever used shall be
authenticated by the signature of the Secretary and the President, or, in the
case of the death or inability of either to act, by the Vice-President. In case
of the absence of the Secretary, his/her duties shall be discharged by such
officer as may be appointed by the Board. The Secretary shall have charge of
all the correspondence of the Society and be under the direction of the
President and the Board.
18. The Secretary shall also keep a record of all
the members of the Society and their addresses, phone and fax numbers and
e-mail addresses, send all notices of the various meetings as required, and
collect and receive the annual dues or assessments levied by the Society. Such
monies shall be promptly turned over to the Treasurer for deposit in a Bank,
Trust Company, Credit Union or Treasury Branch as required.
TREASURER
19. The Treasurer shall receive all monies paid to the Society and be
responsible for the deposit of same in whatever Bank, Trust Company, Credit
Union or Treasury Branch the Board may order. He/she shall properly account for
the funds of the Society and keep such books as may be directed. He/she shall
present a full detailed account of receipts and disbursements to the Board
whenever requested and shall prepare for submission to the Annual Meeting a
statement duly audited of the financial position of the Society and submit a
copy of same to the Secretary for the records of the Society. The Office of the
Secretary and Treasurer may be filled by one person if the Directors shall so
decide.
AUDITING
20. The books, accounts and records of the Secretary and Treasurer
shall be audited at least once each year by a duly qualified accountant or by
two members of the Society elected for that purpose at the Annual Meeting. A
complete and proper statement of the standing of the books for the previous
year shall be submitted by such auditor at the Annual Meeting of the Society.
The fiscal year of the Society shall terminate on the 31st day of
December in each year or on such other date as the Directors may from time to
time by resolution determine.
21. The books and records of the Society may be
inspected by any member of the Society at anytime upon giving reasonable notice
and arranging a time satisfactory to the officer or officers having charge of
same. Each member of the Board shall at all times have access to such books and
records.
MEETINGS
22. This Society shall hold an annual meeting on or before March 31st
in each year following completion of the first full year of incorporation, of
which notice in writing to the last known address of each member shall be
delivered in the mail ten (10) days prior to the date of the meeting.
Alternatively, notice by fax or e-mail may be provided seven (7) days prior to
the date of the meeting. At this meeting there shall be elected the number of
directors required to replace those Directors whose terms have expired or
positions have become vacant. The Directors so elected shall form a Board, and
shall serve until their successors are elected and installed. Any vacancy
occurring during the year may be filled at the next meeting, provided it is so
stated in the notice calling such meeting. Any member in good standing shall be
eligible to any office in the Society.
23. General meetings of the Society may be called at any time by the
Secretary upon the instructions of the President or Board by notice in writing
to the last known address of each member, delivered in the mail eight (8) days
prior to the date of such meeting. Alternatively, notice by fax or e-mail may
be provided five (5) days prior to the date of the meeting. A special meeting
shall be called by the President or Secretary upon receipt of a petition signed
by one-third of the members in good standing, setting forth the reasons for
calling such meeting, which shall be by letter to the last known address of
each member, delivered in the mail eight (8) days prior to the meeting.
Alternatively, notice by fax or e-mail may be provided five (5) days prior to
the date of the meeting. In accordance with the Act, any meeting of the members
at which a Special Resolution is to be considered must be called with twenty
one (21) days notice.
24. Members in good standing representing at least two (2) members
present in person and being or representing by proxy not less than ten (10)
members shall constitute a quorum at any meeting.
VOTING
25. Any member who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any
meeting of the Society. Each member shall have one vote. Such votes may be made
in person or by proxy.
REMUNERATION
26. Unless authorized at any meeting and after notice for same shall
have been given, no officer or member of the association shall receive any
remuneration for his/her services.
BORROWING POWERS
27. For the purpose of carrying out its objects, the Society may borrow
or raise or secure the payment of money in such manner as it thinks fit, and in
particular by the issue of debentures, but this power shall be exercised only
under the authority of the Society, and in no case shall debentures be issued
without the sanction of a special resolution of the Society.
BY-LAWS
28. The By-Laws may be rescinded, altered or added to by a
"Special Resolution".