Peaks of Grassi Community Association
| September 2015 - Approved bylaws | |
PEAKS OF GRASSI COMMUNITY ASSOCIATION Bylaws
Article 1 PREAMBLE 1.1 This Association shall be known by the name Peaks of Grassi Community Association (P.O.G.A.), and is referred to hereinafter as “the Association”. The Association is a society incorporated under the Alberta Societies Act. 1.2 For the purposes of membership in the Association, the communities of P.O.G.A. are deemed to be those adjacent to Lawrence Grassi Ridge, Kamenka Green, Wilson Way, Shellian Lane and the community gateway Peaks Drive in Canmore, Alberta. 1.3 Objectives of the Association are listed in Part 2 of the application to Alberta Registries for official formation of a Society under the Societies Act. 1.4 Definitions - In these Bylaws, the following words have these meanings. 1.4.1 Act means the Societies Act R.S.A. 2000, Chapter S-14 as amended, or any statute substituted for it. 1.4.2 Annual general meeting means the annual general meeting (AGM) as described in Article 3. 1.4.3 Board means the Board of Directors of this Society. 1.4.4 Bylaws mean the Bylaws of this Association as amended. 1.4.5 Director means any person elected or appointed to the Board including the President. 1.4.6 Member means a Member of the Association. 1.4.7 Registered Office means the registered office for the Association. 1.4.8 Register of Members means the register maintained by the Board of Directors containing the names of the Members of the Association. 1.4.9 Association means the Peaks of Grassi Community Association. 1.4.10 Special Meeting means the special meeting described in Article 3. 1.4.11 Special Resolution means a resolution passed at a Special Meeting of the membership of this Association. There must be twenty-one (21) days’ notice for this meeting. The notice must state that the details of the proposed resolution. There must be approval by a vote of 75% of the voting Members who participate in that meeting. 1.4.12 Interpretation - The following rules of interpretation must be applied in interpreting these Bylaws. 1.4.12.1 Singular and Plural: words indicating the singular number also include the plural, and vice-versa. 1.4.12.2 Headings are for convenience only. They do not affect the interpretation of these Bylaws. 1.4.12.3 Liberal Interpretation: these Bylaws must be interpreted broadly and generously.
Article 2 MEMBERSHIP 2.1 The Association shall provide the following categories of membership: a) Residential Member, which includes voting rights b) Associate Member, which does not include voting rights 2.2 Residential membership in the Association shall be open to persons, aged 18 years or older, who own a home or reside within the boundaries of P.O.G.A. as defined in Article 1.2. 2.3 Associate membership in the Association may be open to other residents of Canmore, aged 18 years or older, who are not residents of the P.O.G.A. area as defined in Article 1.2. 2.4 Annual membership fees, if any, shall be determined by the Board of Directors and shall be payable as of 1 August of each year as determined in the Rules and Regulations (Article 12). 2.5 Any Member may withdraw from the Association by delivering to the Association a written resignation through the Secretary of the Association. 2.6 Every Residential Member of the Association shall be entitled to one vote on any matters raised at a general meeting of the Association, including one vote on amendments to the Bylaws and for any election to the Board of Directors of the Association, provided the Member’s annual dues are paid up at the beginning of that meeting. Details of voting procedures are determined in accordance with the Rules and Regulations (Article 12). 2.7 The complete list of Members’ addresses, telephone numbers and e-mail addresses shall be kept strictly confidential only for use by the Board for communications relating to the business of the Association. Resignation from the Association in accordance with Article 2.5 shall cause all records of the resigning member (address, telephone numbers and email addresses) to be deleted from the Associations records. The membership list shall not be sold or otherwise made available to any other organization or to any individual who is not a member of the Board of Directors of the Association.
Article 3 MEMBERS’ MEETINGS 3.1 Meetings of Members may be held on any date and at any place in the Town of Canmore as the Board of Directors may determine. Meetings of Members shall be open to all residents and property owners in the P.O.G.A. area. Only those Members who are paid-up, in accordance with the Rules and Regulations (Article 12) at the beginning of the meeting may propose or second a motion and vote. 3.2 There shall be three types of Members meetings: a) annual general meeting (AGM) b) regular meetings, and c) special meetings. 3.3 The AGM shall be held before November 30 after the year-end date. At AGM, in addition to any other business that may be transacted, the reports of the Directors, the financial statement and the report of the auditors for the previous year shall be presented, arrangements shall be established for an audit for the ensuing year, and the Directors, for such positions to be vacated, which may include the President, for the ensuing year shall be elected in accordance with the detailed procedures determined by the Rules and Regulations (Article 12). 3.4 The President or the Board of Directors shall have the power to call regular meetings at any time or may establish a regular schedule of such meetings. 3.5 A special general meeting of Members to deal with one specific issue only may be called by the President or shall be called by the Board of Directors upon the written request of 10 or more Members in good standing as determined by the Rules and Regulations (Article 12). No other business shall be conducted at such meetings. A request by Members for a special meeting must provide sufficient information to enable all other Members to be reasonably informed of the issue prior to the meeting. 3.6 A quorum for any Members meeting shall be 3 Directors and 10 voting Members, other than Directors. 3.7 No proxy votes shall be permitted but electronic voting, in accordance with the Rules and Regulations (Article 12), will be permitted. 3.8 Fourteen (14) days’ written or e-mail notice shall be given to each Member of any annual general meeting or regular meeting of Members. In the case of regular general meetings, an established schedule shall be deemed due notice. Notice of any special meeting where special business will be transacted shall be given fourteen (14) days notice before such a meeting and shall contain sufficient information to permit the Member to form a reasoned judgement on the decision to be taken.
Article 4 BOARD OF DIRECTORS 4.1 The property and business of the Association shall be managed by a Board of Directors comprised of at least five (5) Directors, including the President. Directors must be Members of the Association, in accordance with the Rules and Regulations (Article 12). 4.2 The responsibilities of the Board of Directors are to:
4.3 The President and other Directors shall be elected for a term of two (2) years for the President and terms of one to three years for all other Directors by the Members present at the annual general meeting. Nominations may be made in advance and will also be accepted from the floor from Members in good standing as determined by the Rules and Regulations (Article 12). Elections shall be by secret ballot. Detailed procedures for nominations and elections shall be in accordance with the Rules and Regulations (Article 12). 4.4 At the first Board of Directors’ meeting following the annual general meeting, the Board shall elect, from among the elected Directors, as required by terms of the Director positions, the President, the Vice-President, the Secretary and the Treasurer. 4.5 The Office of any Director shall be automatically vacated if at a special general meeting of Members, a resolution is passed by two-thirds (2/3) of the Members present at that meeting that she/he be removed from office; no Board Member shall be removed from office without the opportunity to be heard prior to any such vote. 4.6 If any vacancy occurs for any reason
4.7 The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his/her position as such; provided that a Director may be paid reasonable expenses incurred by her/him in the performance of his/her duties. 4.8 A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his/her retirement is accepted and her/his successor is elected. 4.9 The Board of Directors of the Association shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and generally may exercise such other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to exercise and do.
Article 5 DIRECTORS’ MEETINGS 5.1 The Board of Directors may meet at any time and place to be determined by the Directors provided that 48 hours' notice of such meeting is given to each Director or according to an established regular schedule. There shall be at least three (3) meetings per year of the Board of Directors. Meetings shall be at the call of the President or at the request of two or more Directors. 5.2 No error or omission in giving notice of any meetings of the Board of Directors or any adjourned meeting of the Board of Directors of the Association shall invalidate such meetings or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote on any motion. 5.3 Quorum for meetings of the Board of Directors shall be a majority of Directors in office. Attendance for the purposes of quorum may include electronic attendance, in accordance with the Rules and Regulations (Article 12). Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the Bylaws of the Association. 5.4 The approved minutes of the Board of Directors shall be available to the general membership of the Association by posting on the Association website.
Article 6 INDEMNITIES TO DIRECTORS AND OTHERS 6.1 Every Director of the Association and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and against; (a) all costs, charges and expenses which such Director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; (b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default. 6.2 The indemnity described in Article 6.1 will have no effect in law to protect any Director who engages in an act of fraud, dishonesty, or bad faith. 6.3 The Board may, at its sole discretion, purchase Directors and Officers Liability Insurance as a valid expenditure on behalf of the Association.
Article 7 DUTIES OF OFFICERS 7.1 In addition to their responsibilities as Members of the Board of Directors, the Officers shall have the additional duties as defined below. The Board of Directors may assign additional responsibilities to any position. 7.2 The President shall be the Chief Executive Officer of the Association. The President shall call and preside at all meetings of the Association and of the Board of Directors. The President shall have the general and active management of the affairs of the Association. The President shall exercise all reasonable measures to ensure that all orders and resolutions of the Board of Directors are carried into effect. 7.3 The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon him/her by the Board of Directors. 7.4 The Treasurer is responsible for care and custody of the funds and other financial assets of the Association and for making payments for all approved expenses incurred by the Association. The Treasurer maintains books of the accounts. At each annual general meeting, the Treasurer shall present an account of the finances of the Association and a budget for the following fiscal year, which shall include any consequent recommendations for changes in the annual dues paid by Members, if any. The Treasurer shall maintain the membership list and control and issue membership cards, if any, in accordance with the Rules and Regulations (Article 12). 7.5 The Secretary is responsible for general correspondence and for internal communication within the Association. The Secretary issues notices and agendas, and prepares, maintains and distributes minutes for the meetings of the general membership and of the Board of Directors. The Secretary maintains the minute book of the Association.
Article 8 OPERATING YEAR 8.1 The operating year for the Association shall run from 1 August until 31 July of the following calendar year.
Article 9 FINANCIAL ADMINISTRATION AND AUDIT 9.1 The Association shall maintain an account at a financial institution for general operations. Collections made on behalf of the Association and profits accruing from any activities carried on in the name of the Association shall be turned over promptly to the Treasurer for deposit in the Association’s bank account. 9.2 Expenditures on behalf of the Association shall be authorized as follows.
9.3 All cheques shall be numbered and shall be signed by the Treasurer and one other Officer who has been accorded signing authority by the Board of Directors. 9.4 All accounts shall be submitted to the Treasurer and all payments shall be covered by a receipt. Accounts for all expenditures shall be presented by the Treasurer for approval at a meeting of the Board of Directors which shall satisfy itself that the expenditures have been properly incurred. 9.5 Unless authorized at any meeting and after notice for such meeting shall have been given, no Officer, Director, or Member of the Association shall receive any remuneration for his/her services. 9.6 For the purpose of carrying out its objects, the Association 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 Association, and in no case shall debentures be issued without the sanction of a special resolution of the Association. 9.7 The Members shall, at each AGM, appoint a duly qualified auditor or elect two voting Members who are not Directors and are not relatives, employees or business partners of any member of the Board of Directors to audit the books, accounts, records and annual financial statements of the Association for report to the Members at the next AGM. The remuneration of the auditor shall be determined by the Board of Directors.
Article 10 BOOKS, RECORDS AND EXECUTION OF DOCUMENTS 10.1 The Directors shall see that all necessary books and records of the Association required by the Bylaws or by any applicable statute or law are regularly and properly kept. 10.2 The financial accounts and other books of the Association shall be made available for inspection by Members in good standing, according to the Rules and Regulations (Article 12) upon reasonable request to the Treasurer at a time that is mutually convenient. 10.3 Contracts, documents or any instruments in writing requiring the signature of the Association shall be signed by two Officers, one of whom must be either the President or the Treasurer. Those that commit the Association to financial obligation must be authorized in accordance with the level of expenditure as defined in paragraph 9.2 (Financial Administration). The Secretary shall retain all documents as part of the official record of business of the Association.
Article 11 AMENDMENT OF BYLAWS 11.1 The Bylaws may be rescinded, altered or added to by a special resolution. 11.2 If there is any conflict between the Act and any part of these Bylaws, the provisions of the Act, as applicable, shall prevail and shall have the effect of amending these Bylaws to the extent necessary to remedy that conflict without any action on the part of the Association. 11.3 Any question of procedure not provided for in these Bylaws or the Act shall be decided upon by the Board of Directors. 11.4 Any changes to the Bylaws will be submitted to Service Alberta - Registries for filing.
Article 12 RULES AND REGULATIONS 12.1 The Board of Directors may prescribe such Rules and Regulations, which must be in every way consistent with these Bylaws, relating to the management and operation of the corporation as they deem expedient, provided that such Rules and Regulations shall have force and effect only until the election of a new Board of Directors, who may adopt, abandon or amend them by a motion of the Board. 12.2 The Rules and Regulations shall, as far as practicable for this Association, adopt or be consistent with Robert’s Rules of Order, Newly Revised, 11th edition (2011), or most recent published edition.
Article 13 DISSOLUTION OF THE ASSOCIATION 13.1 The Association may be dissolved by a vote of three-quarters (3/4) of the membership present at a special general meeting convened for the purpose. Any monies or other assets held by the Association at that time shall be donated to a charity to be determined by resolution at that meeting. ---- end |
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