CSC Bylaws revised Nov 12 2020
CALGARY SKI CLUB BYLAWS
Membership in the Calgary Ski Club (“CSC” or the “Club”) is open to persons interested in any activity of the Club who have met the requirements of membership, completed the application for membership and accepted the Club’s Waiver of Liability
Membership Limits, Duration, Classes and Fees
Limits on number of members, length of membership period, classes of membership and fees shall be set by Council. Council rulings on memberships may be varied by a majority vote at the AGM.
Members’ Rights, Duties and Obligations
Unless otherwise stated, members may:
1. Participate in Club activities and volunteer to help run the Club and its activities.
2. Attend any meeting, and vote at any Annual or Special General Meeting (AGM, SGM).
3. Hold office (unless bankrupt), sit on committees and propose candidates for Council.
4. Use the property of the Club safely and in accordance with Directives.
Unless otherwise stated members shall:
1. Pay membership fees as prescribed and comply with Club Bylaws and Objectives.
2. Provide current full name, address, and other information as required.
3. Behave respectfully to fellow members and the public and follow the rules for activities or venues they participate in as a member, including the Alpine Responsibility Code and the Nordiq Canada Code of Conduct
Expulsion or suspension from Membership
1. Council shall have the right to sanction members for any action, including, but not limited to: a. Damaging or defacing Club Property or damaging or defacing property while part of a Club event or at a Club facility.
b. Persistently disruptive or offensive behavior while a part of a Club event.
c. Conduct that tends to bring the Club into disrepute.
d. Conduct that is contrary to the Objects and Bylaws of the Club.
2. The Council shall act as soon as is reasonable after learning of the alleged action and shall consider the circumstances, the nature of the action, the persistence, the prospects of repetition and any expressions or explanations made by the member.
3. Sanctions imposed may be a reprimand, a suspension for a specified period or expulsion.
4. Such sanction is effective upon notification to the member and Council shall furnish the member with a copy of this section.
5. Within fourteen days from notification, the member may appeal to the Council. If appealed, council shall meet within 14 days for the member to present their appeal. The Council shall, by two-thirds (2/3) majority vote, confirm, amend or revoke their decision. If Council is unable to reach a 2/3's decision, the member's appeal will fail.
6. While under appeal, any suspension or expulsion of a member shall continue.
7. Separately from any sanctions, Council, on behalf of the Club, may commence legal proceedings for damages or compensation or injunctive relief.
8. Members shall be fully responsible and accountable for the actions of guests that they invite to a Club function or facility.
Withdrawal of Membership
A member may withdraw from the Club by letting their membership lapse, or by notifying Council by email. A withdrawing member shall pay all monies to the Club and return all property and forego and cease use of the Club name or logo.
Member Reward Programs
1. The Council may offer, amend or withdraw reward programs or incentives to encourage members to volunteer or participate in programs, events or fundraisers.
2. Any program incurring future liability to the club shall be recorded as a liability of the Club and shall expire not more than two years following the month they were earned or accrued.
1. Eligible members, as defined by Council, may vote at an AGM or SGM, as outlined in that section.
2. Suspended members and children in family memberships shall not have voting rights.
Any meeting of the Club may be in person, via video conferencing or such method as determined by Council to best suit the needs of the Members and the Club. The Council shall determine a fair and open method of voting that may include personal attendance, proxy, and electronic means. Proxy ballots in writing in sufficient form must be provided to the President no later than 7 days prior to the meeting.
Annual General Meeting
The AGM shall be held no later than the fall of each year at a time and place set by the President or Council. The official examination of the Club’s financial records shall be available at the AGM or prior.
Special General Meeting
SGMs may be called by the President or Council or on the written request of any twenty members. Notice of SGM shall state the reason for which the meeting is being called.
Notification of AGM or SGM
1. Members will be given no less than 28 days’ notice of an AGM or SGM via email or postal mail or newsletter.
2. Motions for consideration must be given to the President 21 days prior to the meeting.
3. Any bylaw changes and motions to be voted upon at the AGM or SGM will be provided to the membership no less than 14 days prior to the meeting.
4. Procedural motions or amendments may be dealt with at the meeting without prior notice.
Quorum & Voting
1. A quorum for the AGM or a SGM shall be twenty members having voting rights or ten percent of the members, whichever is the lesser.
2. Motions shall be decided by a simple majority of votes cast except as otherwise noted.
3. Special Resolutions of any type including Bylaw changes shall be decided in accordance with the Societies Act.
Rules of Order
1. All meetings shall be governed by Robert’s Rules of Order as long as they are consistent with the Societies Act (Alberta) as amended.
2. The President or Vice-President shall preside at all meetings and in their absence any Council member may preside, on majority resolution.
Delay in meeting
If it is not reasonably possible to hold an AGM or SGM as otherwise required, it shall be held as soon as reasonably practicable thereafter. Notice for a re-scheduled meeting shall be no less than 2 weeks and may rely on materials already delivered to members.
1. The Members shall elect a Council at the AGM to oversee and direct the activities of the Club. Council shall continue to serve until their successors are elected or appointed.
2. Council shall consist of: a President, a Vice-President, a Treasurer, a Secretary and 2 Directors. An additional Vice-President and up to 4 additional Directors may be elected. The immediate past President may remain on Council for one year after the end of their term as president.
3. No person shall remain in a Council position for more than 5 consecutive years unless no other member stands for election to that position.
Elections of Council
1. The Vice President shall lead a Nomination Committee with two members who have been members for two years. Members may self-nominate and all nominations shall be accepted. 2. The Vice-president or a designate shall conduct the election.
3. The meeting Chair has the right to require any vote retaken if there is any doubt as to the result. 4. Council shall have the right to fill vacant positions and to appoint non-voting members of council to contribute specific skills or knowledge.
Council meetings shall be held at least quarterly. Any three members of Council may call a meeting on reasonable notice to the other members of Council. A quorum for Council Meetings shall be five Council members including one Officer.
Council Duties and Powers
1. Council shall direct the affairs and activities of the Club in a diligent manner, in the best interests of the members and in accordance with any applicable laws and legislation. The Council shall keep the general wishes of the membership foremost in any decisions.
2. Council may appoint non-voting members to Council to bring areas of expertise to Council.
3. Council shall administer Club expenditures; provided however, Council shall not enter into any contract or arrangement involving liability to the Club of more than fifteen thousand dollars unless authorized by resolution at an AGM or SGM.
4. To administer the Club’s banking and investments. The President, Treasurer, Secretary, and Vice President(s) shall be authorized signing officers for banking and any two are required to sign or authorize any regular banking transaction.
5. The Treasurer or President must sign as one of the two signing officers for matters relating to investments or capital funds.
6. To set policy, guidelines, membership classes, fees and membership requirements.
7. To deal with complaints or controversies of any type concerning the club.
Duties of officers
The President shall:
1. Preside at all meetings of the membership and Council.
2. Interpret and ensure Bylaws are strictly observed.
3. Appoint, with the approval of Council, all standing and special committees.
4. Provide an annual report to the members.
The Vice-President shall:
1. Assist the President and become familiar with the duties of the President.
2. Exercise the President’s duties in the President’s absence and to succeed to office upon it becoming vacant.
3. Work on special assignments and projects as requested by Council.
4. Assist the other members of Council.
The Treasurer shall:
1. Oversee, direct and ensure the Club accounts, investments and funds are managed and recorded in accordance with good accounting practices.
2. Prepare a budget of expenditures for each ensuing year.
3. Prepare or oversee the preparation of annual financial statements.
The Secretary shall:
1. Record the minutes at all meetings or ensure a delegate is available to take the minutes.
2. Ensure appropriate inventory records are maintained.
3. Ensure adequate arrangements are made for insurance needs.
4. Have knowledge of the location of the books and other records of the Club.
1. The retiring President shall be available for consultation with Council members.
2. Shall provide Council with a brief history of the Club during their tenure.
3. If the past President is unable to serve in that role, Council may ask another former officer.
Directors shall assist the Officers in their duties and take on duties needed for the successful operation of the Club.
Removal from Office and Deemed Resignation
1. A member of Council may withdraw from office by giving notice to the President, or announce such at a Council meeting.
2. Any member of Council may be removed from office by a two-thirds majority vote of Council at a meeting called for that purpose.
3. Such Council member may present an appeal to the Council within 14 days.
4. The President shall then call a SGM within 60 days giving no less than 28 days’ notice.
5. Members at the SGM, by a majority vote, may vary, confirm or quash the Council decision.
6. If a quorum is not reached, the Council decision will stand.
7. A member of Council shall be deemed to have resigned their position if that person is bankrupt or is absent from three consecutive meetings of Council without prior notice to Council and being excused by Council.
A Council position becomes vacant when an individual ceases to occupy that position. Vacancies may be filled by Council.
No member of Council shall receive any cash remuneration for their services on Council, other than a nominal amount of one ($1.00) dollar per year as may be required to comply with insurance contracts. However, each Council member, upon successful completion of a full term in office, may be granted an allotment under a Club reward program not exceeding a total value of $250.00 for use in subsequent years, and shall be eligible for reward programs for other volunteer activities with the Club at the same rate as other members in accordance with any Rewards Program as set out by Council.
The fiscal year shall be May 1st to April 30th the following year. The Club uses a cash accounting method. The fiscal year and method of accounting may be changed if needed to comply with applicable law.
Audit of Club Financial Records
1. The books, accounts and records of the Club shall be audited each year by two non-council members of the Club or by a duly qualified accountant.
2. Such official examiner(s) shall submit a statement of the standing of the books for the previous fiscal year at the Annual General Meeting for the Club.
Capital Funds may be established by Special Resolution at an AGM or SGM stating: 1. The purpose of the Fund.
2. The method of operation of the fund including the method by which the Fund monies shall be kept separate from general Calgary Ski Club funds.
3. The method by which monies are to be raised for the Fund.
4. The reasons and the method by which the monies may be withdrawn from the Fund. 5. These funds may be invested to generate a reasonable return while avoiding undue risks, having regard to circumstances of the Club.
The Club may exercise such borrowing powers as are authorized by the Societies Act (Alberta) as amended. The Club shall not borrow any funds greater than twenty percent of its total assets.
Minutes, Books and Records
Preparing and keeping Minutes
The Secretary or delegate is responsible for taking minutes at Member and Council meetings. Minutes will be stored on the Club’s electronic platforms.
Other Books and Records
Much of the Club’s historical records are at the University of Calgary. Recent historical information and Financial Statements are on the Club’s electronic platforms.
Inspection of Records
Any member shall have the right, upon reasonable notice, to inspect the books and records of the Club.
A notice may be given to any member by publication in the Club’s newsletter or website, or by email or postal mail to the address shown on the records of the Club, and such notice shall be deemed to have been served on the 1st business day following the publication or mailing.
AMENDMENT TO THE BYLAWS
The Bylaws may be amended by a Special Resolution passed by a 75% majority vote of those members voting at an SGM called for that purpose, or at the AGM.
The Club does not use a seal.
In a dispute as to the interpretation of these Bylaws, which cannot be resolved to the satisfaction of the majority of the members, the matter may be arbitrated under the applicable Alberta arbitration rules. If these Bylaws should be in conflict with any applicable law or statute, these bylaws shall be deemed to have been amended so as to comply.
DISSOLUTION OF THE CLUB
In the event that the Calgary Ski Club should resolve to terminate activities or be otherwise wound up:
1. All trophies and Club records shall be donated to the Glenbow Museum or the University of Calgary or similar institution in the City of Calgary.
2. All assets shall be liquidated and net proceeds after payment of debts and setting aside reasonable reserves for a suitable time shall be donated to the Calgary Foundation in the name of the Calgary Ski Club Trust Fund for the purpose, as closely as is reasonable, of furthering recreational skiing in all its variety for the benefit of Calgarians