Community Resource Centre
Mon, Tues & Thurs 9am-5pm,
Wednesday 9am-8pm
Friday 9am-4pm
*Closed during lunch hour
between 12-1pm*
95 Falshire Drive NE, T3J 1P7
(Located in the lower level of the Falconridge/Castleridge Community Association)
BY-LAWS
The Name of the Society is
I hereby certify that the following special resolution was passed at a meeting of the members of
North of McKnight Community Resource Centre on June 8th, 2010
The by-laws were changed as follows:
1. The headings used throughout these By-laws shall not affect the construction hereof. In the By-Laws, unless the context otherwise requires, expressions defined in The Societies Act R.S.A. 1980, Chapter S-18 or any statutory amendment or modification thereof, shall have the meaning so defined, and
“By-laws” includes these by-laws and any modification or alteration in force from time to time;
“Community Member” means a person who resides or works in any of the communities of Castleridge, Coral Springs, Falconridge, Martindale, Saddleridge or Taradale including a Community Resident under the age of 18 years;
“Associate Member” means an individual who is a resident of the City of Calgary or the surrounding area, and must be of legal age.
“Diversity” means a variety of economic, age, gender cultural, ethnic, and business perspectives being represented;
“The Director”, “Board” and Board of Directors” means the Directors of the Society from time to time;
“Member” means a person for the time being entered in the Register of Members, as amended from time to time;
“Month” means calendar month;
“Office” means the registered office of the Society from time to time;
“Society” means the North of McKnight Community Resource Centre Society, which includes the communities of Castleridge, Coral Springs, Falconridge, Martindale, Saddleridge and Taradale;
Special Resolution” means:
a) a resolution passed
(i) at a general meeting of which not less than 21 days’ notice specifying intention to propose the resolution has been duly given; and
(ii) by the vote of not less than 75% of those members who, if entitled to do so, vote in person;
b) a resolution proposed and passed as a special resolution at a general meeting of which less than 21 days’ notice has been given, if all Members entitled to attend and vote at the general meeting so agree; or
c) a resolution consented to in writing by all the Members who would have been entitled at a general meeting to vote on; the resolution;
“in writing” and “written” includes printing, typewriting, lithographing and other modes of representing or reproducing words in visible from which, without restricting the generality of the foregoing shall include facsimile, telecopy, or telegram;
words importing the singular number include the plural number and vice versa; words importing the masculine gender shall include the feminine and words importing persons include corporations and companies; and
“The Societies Act” means The Societies Act of the Province of Alberta for the time being in force.
2. Subject to the provisions of the Societies Act, the Society may, by ordinary resolution of the Directors, change, from time to time, the place within the City of Calgary where the Office of the Society is to be situated.
3. Any Community Member or person who works in the community may become a Member by a favourable vote passed by a majority of the Members at a general meeting of the Society. Membership shall attempt to reflect as much as possible the diversity of the North of McKnight communities, by a 75% majority of members being community members and 25% being associate members.
A. Classes of Members:
I. Community Members
II. Associate Members
B. To become a Community Member, an individual must:
I. Be a resident of good standing in the service area
II. Be of legal age
C. To become an Associate Member, an individual must:
I. Be a resident of the City of Calgary or the surrounding area
II. Be of legal age
4 Any Member wishing to resign from membership may do so by giving notice in writing to the Board through its Secretary. The effective date of the withdrawal is the date the notice is received by the Secretary. Upon a majority vote of all Members of the Society in good standing, any Member may be expelled from membership for any cause which the Society may deem reasonable.
5. No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies or is expelled.
6. No Member/Director is, in his or her individual capacity, liable for any debt or liability of the Society.
7. A Register of Members in such form as the Board may approve shall be maintained in which the names and addresses of all Members shall be recorded. The Register shall be amended from time to time so that all Members are listed in the Register of Members. Such amendment may be made by the Board at any time and from time to time of its own volition or upon presentation of evidence acceptable to the Board.
8. The Society shall hold an annual general meeting on or before June 30 of each year of which notice in writing to the last known address of each Member shall be delivered 10 days prior to the date of the meeting. At this meeting there shall be elected a Board of Directors which shall consist of no fewer than seven and no more than fifteen Directors. From this number will be designated a Chairperson and a vice Chairperson, Secretary, Treasurer (collectively, “the officers”) and three to eleven Directors. Each officer is automatically a Director of the Society. There shall be job descriptions for each Director, in addition to those of the Chairperson, Vice Chairperson, Secretary and Treasurer. The officers and Directors so elected shall form a Board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next annual general meeting, provided it is so stated in the notice calling such meeting.
9. The Chairperson shall be a Director and ex-officio member of all committees. She/he shall, when present, preside at all meetings of the Society and of the Board. In the absence of Chairperson a Board Member may be elected by the present Board Members to preside at that meeting.
10. 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 or she shall have charge of the Seal of the Society which seal whenever used shall be authenticated by the signature of the Secretary and the Chairperson, or, in the case of the death or inability of either to act, by the Treasurer. In case of the absence of the Secretary, his or 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 Chairperson and the Board. The Secretary shall be a Director.
11. The Secretary shall also keep a record of all the Members of the Society and their addresses send all notice of the various meetings as required.
12. The Treasurer or his /her delegate shall:
13. DIRECTOR OF FUND DEVELOPMENT
The Director of Fund Development shall be a member of the Board. It is this person’s responsibility to work on major fund raising projects that the Board has decided to engage in at a particular time.
14 PROCEEDINGS OF DIRECTORS
The Board of Directors shall be elected by a majority vote at the annual general meeting or at a special meeting called for such purpose. The Board may appoint, on an interim basis, such Board Members to fill any vacancy that may occur during the year.
15 An Ad-Hoc Nominating Committee shall be struck six months prior to the Annual General Meeting of the Society. Potential new members of the Board of Directors must be screened by this Nominating Committee in order to:
a) Determine the fit of the individual to the organization and to the specific job description of the Director’s position (s) being vacated.
b) Determine whether any potential conflict of interest lies in any specific individual being elected to the Board of Directors.
c) Determine whether a potential new board member’s relationship to any current member of the Board of Directors may constitute a conflict of interest.
The screened candidates are then nominated by the Nominating Committee, and these nominations need to be approved by the Board of Directors as a whole before being presented to stand for election by the membership.
16 The Chairperson, Secretary, and Treasurer are to be elected as the “Officers”. The Chairperson shall be elected yearly and his/her term of office can be up to a maximum of 4 years (2 terms). The Secretary and Treasurers terms shall be elected every 2 years up to a maximum of 4 years (2 terms). A Director becomes an Officer if he/she is present at the meeting at which he/she is elected, and does not refuse such election. A Director not present at a meeting at which he/she is elected becomes an Officer provided he/she consents, in writing, to act as an Officer, before, or within 10 days after such election. The election should take place at a general board meeting prior to the AGM.
17 Any person who is:
a) employed by an organization providing services to the Society;
b) employed by the Society or is a relative of an employee of the Society;
c) as a result of their position within a funding agency, in a demonstrable conflict of interest position, as a specific result of that position;
d) any person who is a Director of the six community associations constituting North of McKnight.
is not eligible to serve on the Board of the Directors.
18 The Board of Directors shall be comprised of the Chairperson, the Vice Chairperson the Secretary, the Treasurer and three to eleven other Directors.
19 Each member of the Board of Directors’ term shall be two years in duration, with a staggered entry to the Board so that not all members of the Board of Directors complete their terms at the same time. Members can sit for a maximum of three consecutive terms on the Board; if nominated and member accepts the term can be extended for 2 years (1 term).
20 General meetings of the Society may be called at any time by the Secretary, upon the instructions of the Chairperson or Board, by notice in writing to the last known address of each Member, delivered 10 days prior to the date of such meeting. A special meeting shall be called by the Chairperson or Secretary upon receipt by him or her of a petition signed by one-third of the Members in good standing, setting forth the reasons for calling such meeting, notice of which shall be delivered by letter to the last known address of each Member 10 days prior to the meeting.
21 Two-thirds of the Members in good standing shall constitute a quorum at any meeting.
22 Irregularities in the notice of any meeting or in the giving thereof or the accidental omission to give notice of any meeting or the non-receipt of any notice by any Member or Members, shall not invalidate any resolutions passed or any proceedings taken at any meeting and shall not prevent the holding of such meeting.
23 Business may be transacted at a general meeting when there is not a quorum at the time the meeting proceeds to business: but no voting shall proceed at such a meeting.
24 If voting needs to take place in a business meeting but a quorum is not present, a new meeting must be scheduled to be held within 30 days. If at such a new meeting a quorum is not present, the members must present, if at least 50%, shall be a quorum.
25 Every question submitted to a meeting shall be decided in the first instance by a show of hands or otherwise as the Chairperson may direct.
26 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 the Society may assign, transfer, charge, hypothecate, mortgage and pledge all or any part of the assets of the Society to secure such sums and on such terms as the Directors may determine.
27 Any Member who has not withdrawn from membership nor has been suspended or expelled as herein provided shall have the right to vote at any meeting of the Society. Such votes must be made in person and not by proxy or otherwise. Community Members and Associate Members have equal voting privileges. The Chairperson shall not vote except where there is a tie vote.
28 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 including the power to retain agents to carry out the objects of the Society, and to delegate powers and duties to Society employees. Without restricting the generality of the foregoing, the Directors shall exercise general supervision of the affairs of the Society and may, from time to time, make rules and regulations in relation to the Society, and may, at any time in like manner, annul or vary any rules and regulations so made, and all rules and regulations so made and for the time being in force shall be binding on the Members of the Society.
29 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 Chairperson. A special meeting may be called on the instructions of any three Members, provided the request to the Chairperson to call such meeting is made in writing and such request states the business to be brought at the meeting. Special meetings of the Board shall be called by giving 10 days’ notice in writing before such meeting or by three days’ notice by facsimile or telephone. Two-thirds of the Board shall constitute a quorum. Meetings of the Board may be held without notice, provided however that any business transacted or conducted at such meeting is ratified at the next regularly called meeting; otherwise such business shall be deemed null and void. Meetings of the Board may be held at any time without formal notice if all the Directors are present or if those absent have signified their consent in writing to the meeting being held in their absence. Notice of any meeting where notice has not been dispensed with must be delivered to each Director at his or her ordinary address two days prior to such meeting.
30 Notice of any meeting or irregularity in any meeting or in the notice thereof, may be waived by any Director. The Directors may, by resolution, appoint a regular time and place for meetings, and no further notice of such time and place shall be necessary.
31 Any Director may be removed from Office for any cause which the Society may deem reasonable before the expiration of his or her period of office and another qualified person may be appointed in his or her stead. The person so appointed shall hold office during such time only as the Director in whose place he or she is appointed would have held had he or she had not been removed.
32 Any Director may participate in a meeting of the Board by means of conference telephone or other communications equipment such that all persons participating in the meeting can hear each other, and a Director participating in a meeting pursuant to this article shall be deemed to be present in person at that meeting.
33 Questions arising at any meeting of Directors shall be decided by a majority of votes. The Chairperson shall have a casting vote.
34 A meeting of the 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 regulations of the Society for the time being vested in or exercisable by the Directors generally.
35 The Directors may delegate any of their powers to committees consisting of one or more Directors as they think fit and may, from time to time, revoke such delegation. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may, from time to time, be imposed upon it by the Board.
36 All acts done at any meeting of the Directors, or of a committee or any person acting as a Director shall, notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Directors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
37 A resolution in writing signed by all the Directors (which may be executed in counterpart), in lieu of a meeting, shall be as valid and effective as if it had been passed at a meeting of the Directors duly called and constituted and shall be held to relate back to any date therein stated to be the effective day thereof.
38 The Board shall establish such policies and procedures as are necessary for the prudent management and protection of the Society.
39 The assets of the Society shall not be distributed to a Member at any time, including such time as the Society may be dissolved. Assets remaining on dissolution may be distributed to a recognized body pursuing charitable objects, as determined by the Board.
40 Members shall ascribe to the Code of Conduct, confidentiality standards, and conflicts of interest policies and procedures stated in the Resource Centre’s policies and procedures.
41 Licences and material contracts entered into on behalf of the Society require two signatures of Directors/Officers or the Executive Director.
42 Contracts entered into in the ordinary course of the Society’s operations for commitments not exceeding $250 in aggregate may be entered into on behalf of the Society by the Chairperson, Vice Chairperson, Treasurer, Secretary or the Executive Director. Contracts entered into in the ordinary course of the Society’s operations for commitments exceeding $250 in aggregate may be entered into on behalf of the Society by the Chairperson, Vice Chairperson or Treasurer and any one other signing officer or the Executive Director.
43 The directors shall cause minutes to be duly entered in books provided for the purpose:
a) of all appointments of officers;
b) of the names of Directors present at each meeting of the Directors and of any committee;
c) of all resolutions made by the Directors and committees; and
d) of all resolutions and proceedings of general and special meetings.
Any such minutes of any meetings of the Directors or of any committee, or of the Society, if purporting to be signed by the Chairperson of such meeting and the Secretary, or by the Chairperson of the next succeeding meeting and the Secretary, shall be receivable as prima facie evidence of the matters stated in such minutes.
44 The Directors shall cause true accounts to be kept of the sums of money received and disbursed by the Society and the manner is respect of which said receipts and disbursements take place, of all sales and purchases by the Society and of the assets and liabilities of the Society and of all other transactions affecting the financial position of the Society.
45 The books of account and accounting records shall be kept at the Office of the Society.
46 The books, accounts and records of the Treasurer shall be audited at least once each year by a duly qualified accountant appointed for that purpose at the annual the previous year shall be submitted by such auditor at the annual general meeting of the Society. The fiscal year of the Society shall be April 1 to March 31
47 The books and records of the Society may be inspected by any Member of the Society 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 same. Each member of the Board shall at all times have access to such books and records.
48 All invoices for goods or services provided to the Society shall be paid by cheque signed by the Chairperson, Vice Chairperson or Treasurer and any one other s signing officer or the Executive Director.
49 Any notice may be served by the Society on any Member either personally or by sending it through the mail in a prepaid envelope or wrapper addressed to such. Member at his or her address as the same appears in the Register of Members.
50 Where a given number of days’ notice or a notice extending over any other period is required to be given, the day of service of the notice and the day for which notice is given shall,unless it is otherwise provided, be counted in such number of days or other period.
51 Every Director and officer of the Society in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the Society and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
52 Subject to the foregoing, no Director or Officer shall be liable for the acts, receipts, neglects or defaults of any other Director, Officer or employee or for joining in any receipt of other act for conformity, or any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired for or on behalf of the Society or for the sufficiency or deficiency of any security in or upon which any of the monies of the Society shall be invested, or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Society shall be deposited, or any loss occasioned by any error of judgement or oversight on his or her part, or for any loss, damage or misfortune which will happen in the execution of the duties of his or her office or in relation thereto, provided that nothing herein shall relieve any Director or Officer of the duties of his or her office or in relation thereto, provided that nothing herein shall relieve any Director of Officer from the duty to act in accordance with any applicable statutory enactment or from liability for any breach thereof.
53 Subject to any applicable statutory enactment, the Society shall indemnify a Director or Officer, a former Director of Officer, or a person who acts or acted at the Society’s request as Director or Officer of the Society, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceedings to which he or she is made a party by reason of being or having been a Director or Officer of the Society or such body corporate, if:
a. he or she acted honestly and in good faith with a view to the best interests of the Society; and
b. in the case of a criminal or administrative action or proceedings that are enforced by monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
54 The Society may also indemnity such person in such other circumstances as any applicable statutory enactment or law permits. Nothing in the By-Law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of the By-Law.
55 Unless authorized at any meeting and after notice for same shall have been given, no Director, Officer, or Member of the Society shall receive any remuneration for his or her services.
56 The By-Laws may be rescinded, altered or added to by a Special Resolution of the Members.
Date: ___July12 2010_____________________________________
Signature: __Dolores Van Leeuwen__________________________________
Title: ______Chairperson__________________________________