Northern Alberta Curling Association

BY-LAWS


 

Contents

1            Membership

2            Fees

3            Board of Directors

4            President

5            Term of Directors

6            Payment of Directors or Other Parties

7            Protection of Directors

8            Executive Director

9            Auditing

10        Annual General Meetings

11        Removal of Directors

12        Borrowing Powers

13        By-Laws

14        Amendments of By-Laws and Rules

15        Business of the Association and Dissolution of the Association

 

 

1         MEMBERSHIP [Back to Top]

1.1         Any affiliated curling club residing within the boundaries of the Northern Alberta Curling Association that has paid their affiliation fees to the Association during the current curling season, represented by any person of any gender being of the legal adult age and a member in good standing of the affiliated curling club.

1.2         Any member curling club wishing to withdraw from membership or elect not to pay affiliation fees, may do so upon notice in writing to the Executive Committee of the Association through the Executive Director.  If the member curling club chooses to withdraw then they forfeit all voting privileges, the rights to host Association events, and the right for their members to compete in Association sanctioned events and championships.

1.3         Any member curling club or member in good standing of an affiliated curling club, upon a one-third vote of the Executive Committee of the Association may be expelled from membership for any cause which the Association may deem reasonable.

 

2         FEES [Back to Top]

2.1         Each member curling club shall pay an annual affiliation fee as determined from time to time at an Annual General Meeting.

2.2         The annual affiliation fees shall be paid not later than the 1st day of December of each year.

 

3         BOARD OF DIRECTORS [Back to Top]

3.1         The Board shall mean the Board of Directors of the Association.  The Board of Directors shall be composed of:

·                 The President, 1st Vice President, 2nd Vice President, 3rd Vice President and chairs of each of the three standing committees being elected from at-large at the Annual General Meeting;

·                 The previous President assuming the office of the Past President;

·                 One Member elect from each of the 16 zones;

·                 Other delegates at large, as appointed at regular constituted meetings of the Board.

3.2         The Executive Committee shall consist of eight (8) members, with the following composition:

·                 President

·                 1st Vice President

·                 2nd Vice President

·                 3rd Vice President

·                 Past President

·                 Three Standing Committee Chairpersons

3.3         The Executive Committee, which will consist of eight (8) members, shall, subject to the by-laws or directions given it by majority vote at any meeting properly called and constituted, manage the affairs of the Association.

3.4         Meetings of the Board shall be held as often as may be required, but at least 5 times per year, and shall be called by the President.

3.5         A special Board meeting may be called on the instructions of any two Board members provided they request the President in writing to call such meeting, and state the business to be brought before the meeting.  Special meetings of the Board shall be called by eight (8) days' notice in writing mailed to each member or by three (3) day's notice by FAX or telephone.

3.6         Any eight (8) Board Members shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present, provided, however, that any business transactions at such meetings shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.

3.7         A Director must be at least eighteen years of age effective the date of assuming office.

3.8         On any question to be put to a vote at a meeting of the Board, each Board Member shall have one vote. A Board Member unable to attend a meeting of the Board may be represented by an alternate delegate (proxy) who shall have full voting privileges. Written notice of proxy must be given and approved by the Board at the start of the meeting.

3.9         A meeting of the Board may be held or a person may participate in a meeting by means of telephone, electronic or other communication facilities as permit all persons participating in the meeting to effectively communicate with each other. The Board may set out any rules or policies with respect to the use of such facilities; the manner in which such meetings shall be appropriately conducted. Any Board Member so participating in such a meeting shall be deemed to be present in person at the meeting.

 

4         PRESIDENT [Back to Top]

4.1         The President shall be an ex-officio member of all committees. He shall, when present, preside at all meetings of the Association and of the Executive Committee. In his absence, 1st Vice President will preside thereat.

 

5         TERM OF DIRECTORS [Back to Top]

5.1         The basic term of office for each Director shall begin July 1st of the same year as the Directors election to the Board and shall terminate June 30th of each calendar year.

5.2         Members of the Executive Committee are elected to a position for a one-year term at the annual general meeting of the Association.

5.3         Vacancies on the Board, which occur between Annual Meetings, shall be promptly filled by the Board until the next Annual General Meeting. Replacement of retiring Board Members between Annual General Meetings shall be the responsibility of the Executive Committee, subject to ratification by the Board. Replacement Board Members shall continue in office only until the next Annual General Meeting, however, they are eligible for election as a regular Board Member at that time.

 

6         PAYMENT OF DIRECTORS OR OTHER PARTIES [Back to Top]

6.1         The members of the Board of Directors or of any ad hoc committee shall not be paid any remuneration for their services to the Association.

6.2         Notwithstanding 6.1 above, the Board of Directors may from time to time award special consideration out of the funds of the Association to any member of the Board of Directors or to a standing committee who performs any special work or service for, or undertakes any special mission on behalf of the Association outside the work or services ordinarily required of a member of the Board of Directors or of a standing committee, or of any ad hoc committee.

6.3         The members of the Board of Directors, of any standing committee and of any ad hoc committee shall be paid out of pocket expenses incurred in order to attend any standing committee meeting, Board of Director meeting, ad hoc committee meeting or Association meetings or otherwise in respect to the performance by them of their duties as the Directors may from time to time determine.

6.4         The Board of Directors may hire an Executive Director.

 

7         PROTECTION OF DIRECTORS [Back to Top]

7.1         Every Director of the Association 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 estate and effects, respectively shall from time to time and at all times, be indemnified and save harmless, out of the funds of the Association, from and against:

A)             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 for and in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office unless sustained or incurred through his own dishonesty, willful neglect or default; and,

B)             All other costs, charges and expense which he sustains or incurs in or about in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own dishonesty, willful neglect or default.

7.2         No Director of the Association shall be liable for the acts, receipts, neglects or defaults of any other Director or employee of the Association or for joining in any receipts or other act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by order of the Board of Directors or on behalf of the Association or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association may be invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or association which whom or which any monies, securities or effects may be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in execution of the duties of his office or trust or in relation thereto unless the same shall happen by or through his own dishonesty, or his own willful act or his own willful default.

7.3         The Executive Director of the Association shall at the expense of the Association maintain such liability insurance as is necessary to carry out the required provisions stipulated within this same clause, namely 7.1 and 7.2.

 

8         EXECUTIVE DIRECTOR [Back to Top]

8.1         It shall be the duty of the Executive Director to act as Secretary and Treasurer of the Association and to attend all meetings of the Association and of the Board, and to keep accurate minutes of the same. She/he shall have charge of the Seal of the Association which Seal whenever used shall be authenticated by the signature of the Executive Director and the President, or, in the case of death or inability of either to act, by the 1st Vice President. In case of the absence of the Executive Director, his/her duties shall be discharged by such officer as may be appointed by the Board.

8.2         The Executive Director shall have charge of all the correspondence of the Association and be under the direction of the President and the Board.

8.3         The Executive Director shall also keep a record of all the members of the Association and their addresses send all notices of the various meetings as required.

8.4         The Executive Director shall receive all monies paid to the Association and shall be responsible for the deposit of the same in whatever Bank the Board may order. He/she shall properly account for the funds of the Association 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 as hereinafter set forth of the financial position of the Association and submit a copy of the same to the office for the records of the Association.

8.5         The Executive Director shall be responsible for hiring and managing all additional employees in areas approved by the Board.

 

9         AUDITING [Back to Top]

9.1         The books, accounts and records of the Association shall be audited at least once each year by a duly qualified accountant or by two members of the Association elected for that purpose at the Annual General 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 General Meeting of the Association. The fiscal year end of the Association in each year shall be April 30th.

9.2         The books, accounts and records of the Association may be inspected by any member of the Association at the Annual General Meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of the same. Each member of the Board shall at all times have access to such books and records.

 

10     ANNUAL GENERAL MEETINGS [Back to Top]

10.1     The Association shall hold an Annual General Meeting on or before June 15th in each year, of which meeting due notices shall be given to all members by mail thirty (30) days prior to the date of the meeting. At this meeting there shall be elected a President, 1st Vice President, 2nd Vice President, 3rd Vice President and Three Standing Committee Chairpersons. The Directors so elected shall form the Executive Committee, and shall serve until their successors are elected and installed.

10.2     A Special General Meeting of the Association may be called at any time by the Executive Director 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 previous to the date of such meeting.

10.3     A Special General Meeting shall be called by the President or Executive Director upon receipt by him/her of a petition signed by one-third of the member curling clubs in good standing, setting forth the reasons for calling such meeting. Notice shall be by letter to the last known address of each member, delivered in the mail eight (8) days previous to the meeting.

10.4     Any member curling club who has not withdrawn from the membership nor has been expelled as herein provided shall have the right to one vote at the Annual General Meeting of the Association. Such votes shall be made by an authorized person, in person and not by proxy or otherwise.

10.5     Each member of the Board shall have the right to one vote at the Annual General Meeting of the Association.

10.6     A quorum at the Annual General Meeting shall consist of not less than 16 voting members.

10.7     A quorum at a special meeting shall consist of not less than 16 voting members.

 

11     REMOVAL OF DIRECTORS [Back to Top]

11.1     Any Director of the Association may be removed from office upon majority vote of the Board.

 

12     BORROWING POWERS [Back to Top]

12.1     For the purposes 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 such debentures be issued without the sanction of a Special Resolution of the Association.

 

13     BY-LAWS [Back to Top]

13.1     The by-laws may be rescinded, altered or added to by a Special Resolution.

 

14     AMENDMENTS OF BY-LAWS AND RULES [Back to Top]

14.1     The Board of Directors may pass by-laws not contrary to law or to the letters patent to regulate the conduct and affairs and all particulars of the Association and may repeal, amend or re-enact any by-law or any part of any by-law, but no such by-law shall be enforced or acted upon until sanctioned by the members at an Annual General Meeting and approved by the Registrar of Corporations, Province of Alberta.

A)             Notice in writing of any proposed by-law or the repealing, amendment, or re-enactment of any by-law shall be given to the Executive Director at least sixty (60) days before the date of the Annual General Meeting at which the proposed by-law or amendments are to be considered.

B)             The Executive Director shall submit to the member curling clubs, at least forty-five (45) days before the Annual General Meeting, copies of all proposed by-laws or amendments of which she/he has received notice.

14.2     RULES GOVERNING CURLING

A)             The Association Playdown Rules and the special rules of national competition in force when this by-law comes into force shall continue in force until repealed, amended or remade by the affirmative vote of the majority of the members present at an Annual General Meeting.

B)             Notice in writing of any proposed change in the Association Playdown Rules shall be given to the Executive Director at least sixty (60) days before the date of the Annual General Meeting at which the proposed changes are to be considered.

C)            The Executive Director shall submit to the members at least forty-five (45) days before the date of the Annual General Meeting, copies of all such proposed rules or amendments of which he/she has received notice.

D)            Rules of the game adopted by the Canadian Curling Association at Annual General Meetings will automatically be adopted by the Association.

 

15     BUSINESS OF THE ASSOCIATION AND DISSOLUTION OF THE ASSOCIATION [Back to Top]

15.1     The Business of the Association shall be carried on without purpose of gain for its members and any profit or accumulation of assets shall be used for promoting its objects.

15.2     In the event of the dissolution of the Association, all of its remaining assets, after payment of its liabilities, shall be distributed to one or more recognized charitable or non-profit curling organizations in Canada.

15.3     Clauses 1 and 2 described above within the same section are irrevocable and cannot be changed on any future occasion without prior reference to the Canadian Department of National Revenue and the Registrar of Corporations, Province of Alberta.

 

The provisions of these by-laws shall be read with all changes of gender and number as may be required by the context.