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Bylaws

ELLERSLIE CURLING AND RECREATION ASSOCIATION 

BY-LAWS OF THE ASSOCIATION 

Revised December 12th, 2019

In these articles unless the context otherwise requires, “the Board” means the Board of Directors, “the Club” means the Ellerslie Curling and Recreation Association.

A – MEMBERSHIP

  1. GENERAL MEMBERSHIP - Any person shall become a member of the Club upon payment in full of their curling fees for the Curling Season. General members must reside in the province of Alberta. Memberships will be valid until October 1st of the following Curling Season.

  2. SOCIAL MEMBERSHIP – Any person shall become a social member of the Club upon payment of the annual social membership fee for the curling season.   Social memberships will be valid until October 1st of the following Curling Season.

  3. VOTING MEMBERS - Any general member who is 18 years of age or older is eligible to vote at the Annual General Meeting or Special Meetings. Voting will be done by a show of hands.

  4. SOCIAL MEMBERS – Social members are not eligible to vote at the Annual General Meeting or Special Meetings. 

  5. Any voting member in good standing shall be eligible to hold any office of the Board.

  6. Annual membership fees will be established at a Budget Meeting of the Club and shall remain in effect until further resolution. Payment of team curling fees are due on the registration deadline as determined by the Club unless otherwise noted. All League Fees collected prior to Registration deadline are non-refundable.  Payments of social membership fees are due upon signing of a rental contract. 

  7. Debenture/Loan Certificate holders who reside in the Province of Alberta are entitled to vote at Annual Meetings or other General Meetings of the Club.

  8. Debenture/Loan Certificate holders that have donated their Certificates to the Club will become Honorary Members with no voting privileges and cannot hold office in the Club, unless they are a current Member in good standing (Membership Fees paid in full) as well.

  9. Any Member may be expelled for any reason at any time from the Club by means of a majority vote at a Regular Board Meeting and is not entitled to reimbursement of any portion of fees paid.

  10. The Board of Directors (the Board) of the Club will be elected at the Annual General Meeting and shall hold office for a term of three (3) years. Voting Members may re-elect any Director of the Board for a maximum of two (2) consecutive three (3) year terms. Directors having served two (2) consecutive terms cannot be re-elected for a minimum of one (1) year, with the exception of the Executive Positions.

  11. A Board of not less than five (5) and not more than fifteen (15) directors shall govern the affairs of the Club. A Director must be a voting Member.

B - OFFICERS

  1. The Board at a Board Meeting will elect the Officers or Executive of the Club within thirty (30) days of the Annual General Meeting. The Officers of the Club shall consist of the following and must have at least a President and Treasurer:  
    1. The President 
    2. The Vice-President
    3. The Treasurer
    4. The Secretary

  2. The Officers form the Executive of the Club.

  3. No Officer, Director or any other Member of the Board will be paid for their services.

  4. The previous President will assume the Office of Past President and be part of the Executive.

C - DUTIES OF THE EXECUTIVE

  1. The President

  1. The President is a spokesperson for the Club and will preside at all meetings of the Board and the Executive. He/she will be directly responsible for the operations of the Club and with the approval of the Board will obtain, control and supervise the resources required to carry out the objectives of the Club. 
  2. The President is also authorized to borrow money with the approval of the Board.

  1. The Vice President

    1. In the absence of the President or in the event the President is unable, incapable or fails to carry out his/her duties under these By-laws, the Vice President will act in the place of the President.

  2. The Secretary

    1. The Secretary shall keep full and accurate records of the Meetings of the Club, the Board and the Executive. The Secretary shall perform such other duties as the Club, the Board and the Executive may require from time to time.
    2. All minutes will be kept in the Manager’s Office on the main floor of the Club.

  3. The Treasurer

    1. The Treasurer shall receive all money belonging to the Club, keeping a record of the same, and at the direction of the Executive shall pay all debts incurred. The cheques paying out monies of the Club must be signed by any two (2) of the Treasurer, President or Vice President. He/she must co-operate fully with the audit committee appointed by the Board and will turn over all financial records upon the end of is/her term of office. The Treasurer shall perform such other duties as the Club, the Board and the Executive may require from time to time.

  4. Protection of Directors

    1. Every Director of the Ellerslie Curling Club or other person who has undertaken or is about to undertake any liability on behalf of the Association and their Heirs, executors and administrators and estates and effects, respectively shall from time to time and at all times be indemnified and save harmless, out of the funds of the Ellerslie Curling Club from and against:
      1. All costs, charges and expenses whatsoever which such Director officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her for and in respect of any act, deed, matter or things whatsoever made, done or permitted by him/her in or about the executing of the duties of his/her office, unless sustained or incurred through his/her own dishonesty, willful neglect or default. 
    2. No Director of the Ellerslie Curling Club shall be liable for the acts, receipts neglect or defaults of any other Director or employee of the Ellerslie Curling Club for joining in any receipts or other act for conformity or for any loss, damage or expense happening to the Ellerslie Curling Club through the insufficiency or deficiency of any security in or upon which any of the monies of the Ellerslie Curling Club may be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or association which whole or which any monies, securities or effects may be lodged or deposited for any other loss, damage or misfortune whatever which may happen in execution of the duties of his/her office or trust or in relation thereto unless the same shall happen by or through his/her own dishonesty, or his/her own willful act or his/her own willful default.
    3. The Board of Directors of the Ellerslie Curling Club shall at the expense of the Ellerslie Curling Club maintain such liability insurance as is necessary to carry out the required provisions stipulated within this same clause, namely 5.i and 5.ii

D - CORPORATE SEAL

  1. The Corporate Seal of the Club shall be in the form as approved by the Board of Directors. The Corporate Seal shall be kept in the custody of the Club Manager or President and shall be affixed to documents on behalf of the Club by the President, or by such other persons as may be specifically designated by the Board of Directors.

E - GENERAL MEETINGS OF THE CLUB

  1. The Club will hold an Annual General Meeting of its Members on or before the 31st day of December in each year. At least twenty-one (21) days notice will be given to all Members of the Club. The manner of notice shall be by telephone, email, posted on the ECRA Website or Newsletter.

  2. The order of business at the Annual General Meeting is as follows:
    1. The President’s report
    2. The reading or circulation of the minutes of the previous Annual General Meeting
    3. Reports from the Treasurer and presentation of the Annual Financial Statement
    4. Presentation of any proposed changes to Membership fees or other operational matters
    5. Presentation of the Committee Reports
    6. Nominations and election of new Directors and recognition of Directors that have completed their term of office
    7. General business and other general matters
    8. Adjournment

  3. The Club will call other General Meetings as deemed necessary by the President or Vice President. At least twenty-one (21) days notice will be given to all Members of the Club. The manner of notice shall be by telephone, email, posted on the ECRA Website or newsletter.

  4. Voting at any General meeting will be done by a show of hands.

F - SPECIAL MEETINGS

  1. The Club will call Special Meetings as deemed necessary by the President or Vice President. At least twenty-one (21) days notice will be given to all Members of the Club. The manner of notice shall be by telephone, email, posted on the ECRA Website or newsletter.

  2. Voting at any Special Meeting will be done by a show of hands.

  3. At any Special Meeting a quorum will consist of a minimum of seven (7) voting Members.

  4. A Special “Board” Meeting may be called on the instruction of any two (2) Board Members provided they request the President in writing to call such Meeting and state the business to be brought before the Meeting. A Special Meeting of the Board shall be called by eight (8) days notice by telephone or email.

G - RESOLUTIONS

  1. Resolutions shall be passed by a majority of the Members present and entitled to vote at any Annual General meeting, Special Meeting or Board Meeting. Voting will be done by a show of hands.

    1. “Special Resolution” means
      1. A resolution passed 
        1. At a General Meeting of which not less than twenty-one (21) days notice specifying the intention to propose the resolution has been duly given, and
        2. By the vote of not less than 75% of those Members who, if entitled to do so, vote in person or by proxy,
      2. A resolution proposed and passed as a special resolution at a General Meeting of which less than twenty-one (21) days notice has been given, if all Members entitled to attend and vote at the General Meeting so agree, or 
      3. A resolution consented to in writing by all Members who would have been entitled at a General Meeting to vote on the resolution in person or, where proxies are permitted, by proxy.

    2. Quorum - At either a Board of Annual General Meeting of the Club, seven (7) voting Members shall constitute a quorum. 

    3. Any Officer or Director may be removed from office at any time by means of a majority vote passed at any Board Meeting.

H - RECISION, AMENDMENT OR REPLACEMENT OF BY-LAWS

  1. The By-Laws of the Club may be rescinded, altered or added to by a Special Resolution at any General Meeting.

I - FINANCIAL STATEMENTS

  1. The Financial Statements of the Club shall be prepared once a year by a duly qualified Accountant. The books of the Club may be audited once a year. An Annual Financial Statement for the previous year shall be submitted at the Annual General meeting of the Club. The financial records of the Club may be inspected by any Member of the Club on seven (7) days notice at a place such where records are kept and at a time designated by the President.

J - DISSOLUTION

  1. Upon the dissolution of the Club, the property of the Club shall be converted into cash and added to the funs of the Club and the amount thereof distributed firstly in payment of all outstanding debts and liabilities of the Club and the balance shall be distributed to a Not-for-profit Organization having goals and objectives similar to that of the Club.

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