Rocky Mountain Bears Club - Calgary Den
BYLAWS
ARTICLE I: MEMBERSHIP
Section 1: Requirements
To become a member in good standing of Rocky Mountain Bears, an individual must complete a
membership application. The applicant must attest to being of the full age of eighteen (18) years
of age, (age of consent in the province of Alberta) and pay the annual membership dues to become a Member. Dues are to be paid in full when the membership application is submitted. Membership runs from April 1 through to March 31.
Members agree to abide by the Bylaws.
Section 2: Types of Membership
I. Active
Members have full voting privileges. Members can participate in all club related activities, receive the club newsletter, participate fully in all meetings of the club and qualify for all privileges extended to Rocky Mountain Bears (As outlined in section 1). Any individual may become an Active Member regardless of location.
II, Associate
Members do not have voting privileges. Members can participate in all club related activities, receive the club newsletter and qualify for all privileges extended to Rocky Mountain Bears. The associate member status is primarily for members who reside outside a 50 km radius of Calgary.
III, Honorary
At times of individual financial hardship or when outstanding service has been done for the club, the board may choose to wave the payment of the annual dues and extend an honorary membership to the individual. The request for this membership must be recommended by at least two members and approved by the board. This type of membership will be deemed the same as an active membership.
Section 3: Revocation of Membership
1) Membership in Rocky Mountain Bears is automatically revoked upon non-payment of membership dues or if a Member misrepresents his identity (see Section 1: Requirements) on his original membership application.
Dues must be paid within 60 days of membership expiring on April 1st.
A former member who has had his membership revoked for nonpayment of dues may rejoin by completing a membership application and paying all applicable dues. In the event a former member has not discharged his previous financial obligations to Rocky Mountain Bears, all monies owed the club by the former member must also be paid at the time the individual reapplies for membership. Former members who rejoin Rocky Mountain Bears will, for all purposes, be considered new members.
2) Membership in Rocky Mountain Bears can also be revoked by a unanimous vote of the Board of Directors "Board" for conduct that is not in keeping with the spirit of the bylaws. A member of the Board of Directors "Officer" must petition the Board at least 14 days before a meeting to revoke a Member's membership. The Member shall be notified by the Secretary of the petition and will be encouraged to attend the meeting. The Board will discuss the petition, and solicit input from the Members present.The Secretary will inform the Member that his membership is in jeopardy by Registered Canada Post Mail. The Secretary will inform the member of the Board=s decision by Canada Post Mail.The Board will be required to vote, whether to revoke the membership of the member in question. The member will not be present during the voting.A former Member who has had his membership revoked by a vote of the Board must petition the Board before he can reapply for membership. The Board will be required to vote, under executive session, whether to allow the former member to reapply. If permission is granted by the Board, the former members may rejoin by completing a membership application and paying all applicable dues. In the event the former member has not discharged his previous financial obligations to Rocky Mountain Bears, all monies owed to Rocky Mountain Bears must also be paid at the time the individual reapplies for membership. Former members who rejoin the club will for all purposes be considered new Members.
Section 4: Member Resignation
A member may resign from Rocky Mountain Bears at any time. No dues will be refunded to a Member if he resigns. An Officer of the board may resign from the Board of Directors and will remain a member of Rocky Mountain Bears.
Section 5: Membership Dues
Membership dues in Rocky Mountain Bears shall be determined, from time to time, by the members at a general meeting.
Monies collected from all members are used to:
Add to Rocky Mountain Bears funds and used as determined by the board and/or the
general membership
Defer the costs of producing the club newsletter and club operational expenses, which shall
Include but not be limited to postage, post office box rental, envelopes, paper and other office
supplies.
Section 6: Conflict of Interest
Conflict of interest may arise when a member holds a similar board position in another club or
two members of the same household in a partnership relationship have signatory power in
Rocky Mountain Bears.
For sure a conflict of interest arises when a Member solely authorizes Rocky Mountain Bears
resources, to the benefit of this member and/or his personal interests, even if there may also be
a benefit to Rocky Mountain Bears. Any self serving authorization must then be approved by
another member of the board, who does not have a personal interest / benefit, except as a
member of Rocky Mountain Bears, in the resources being authorized.
In all cases, a conflict of interest requires the member(s) in question to resolve the matter in a
manner that is satisfactory to the membership of Rocky Mountain Bears.
Section 7: Miscellaneous Petty Expenses
Rocky Mountain Bears empowers the board to approve any Rocky Mountain Bears related expenses up to the value of two hundred dollars ($200.00) without prior approval of the general membership. These expenses must be fully reported to the membership at the next general meeting, and all the receipts turned into the Treasurer.
Section 8: Major Expenses
Any potential expenditures exceeding two hundred dollars ($200.00) must be approved by the general membership by a vote at a general meeting. All receipts must also be turned into the Treasurer.
Section 9: Out-of-Pocket Expenses
In such cases where a member incurs expenses while performing in an official capacity to Rocky Mountain Bears, they must be reimbursed according to Article I, Section 6,7 and 8.
ARTICLE II: Rocky Mountain Bears Organization
Section 1: Board of Directors
Rocky Mountain Bears Officers constitute the Board. The Board is responsible for making decisions and formulating policy to enable Rocky Mountain Bears to functions and thrive. Decisions of the Board must be consistent with the Bylaws and previous policy, and should foremost consider the well being of Rocky Mountain Bears and its Members. It should be cautious of any conflict of interest or the effects of setting bad precedent. Officers must make decisions in good conscience and try to obtain as much data as possible before making decisions. No Officer or Member may commit Rocky Mountain Bears to any activity, financial obligation or commitment of affiliation without prior approval from the Board. All Officers have equal voting power.
Rocky Mountain Bears is a democratic organization, with the Board=s power derived from the membership. The Officers are the President, Vice-President, Events Coordinator, Secretary, Treasurer and two members of the board (Bears at Large). The term of office for the President, Vice-President, Events Coordinator, Secretary, Treasurer and two members of the board (Bears at Large) are two (2) years beginning and ending at the adjournment of the AGM at which the election for the position was held.
In the event that an Officer is absent from a Board meeting, he shall provide all pertinent information available prior to the meeting. Officers may enlist volunteers from the Members to aid and assist them in their duties. It is understood that the old Board will help the newly elected board in assuming its duties
An Officer may not hold more then two (2) consecutive terms in the same position of office. The person must be out of office for at least one (1) year before seeking re-election for the same position on the Board of Rocky Mountain Bears.
The duties of the Officers are as follows:
President shall be ex-officio a member of all Committees. He shall, when present, preside at all the meetings of the association and of the Board. In his absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
The Vice-President is the office representative of Rocky Mountain Bears if the President is unavailable and shall assume the responsibilities of the President. His primary responsibility is to notify the membership of Rocky Mountain Bears activities, and he helps the Events Coordinator in the planning and execution of Rocky Mountain Bears events.
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 shall have charge of the Seal of the society which whenever used shall be authenticated by the signature of the President, or, in the case of death or inability of either to act, by the Vice-President. In case of the absence of the Secretary, his duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge over all the correspondence of Rocky Mountain Bears and be under the direction of the President and the Board.
The Treasurer shall receive all monies paid to Rocky Mountain Bears and be responsible for the deposit of same in whatever financial institution the Board may order. He shall properly account for the funds of Rocky Mountain Bears and keep such books as may be directed. He shall present a full detailed account of receipts and disbursements to the Board quarterly and shall prepare for submission to the Annual Meeting a Year End Statement accurately showing the financial and Membership position of Rocky Mountain Bears. This year end statement should have been reviewed by the President, and another executive board member, it should be duly signed by two members of the executive. At the AGM a copy of the year end statement shall be submitted to the Secretary for filing with the records of Rocky Mountain Bears, also, a copy will be assigned for an independent audit, by auditors selected at this AGM. The independent audit will be performed as soon as possible after the AGM.
The Events Coordinator is responsible for presenting event and activity suggestions and/or proposals to the Board. He is responsible for notifying the person responsible for the newsletter, advertising and webpage of events and activities approved by the board. He is responsible for planning of Bear Bash. He may delegate all or portions of these responsibilities to other members, but is still responsible for making sure that said delegates do their job(s). The Vice-President helps the Events Coordinator in planning and executing Rocky Mountain Bears Events.
There will be two of these positions. These members will be considered as part of the Board and will participate fully in all matters relating to the Board and its responsibilities.
Section 2: Elections
The Board Elections are held during the AGM. The President, Secretary and Events Coordinator are elected in even numbered years, and the Vice-President, Treasurer and the two Board (Bears at Large) members are elected in odd numbered years.
To qualify for office, consideration should be given, but not limited to an individual who has been a member for at least six (6) months prior to the election.
Voting is by secret ballot, and tallied by the Election Committee, who are determined at the AGM. To be elected, a candidate must receive greater then 50% of the vote of the Members present at the meeting. In the event that no candidate receives greater then 50% of the vote, the candidates with the two largest tallies continue to run for office.
Section 3: Impeachment
An officer will be automatically impeached if he is no longer a Member. An Officer may be impeached by a majority vote of the Board if he misses on average at least 50% of meetings in any six (6) month period or is unavailable for a period of two (2) months. An officer can also be impeached for financial impropriety.
Section 4: Resignation
An Officer may resign from the Board at any time. Such resignations are required in writing. The officer will remain a member of Rocky Mountain Bears.
Section 5: Vacancies
If a Board position becomes vacant, that position may be filled by a By-election or appointment by the Board from the membership of an Interim Officer to fill the vacant Board position for the remaining term of that office. If the term remaining is less than six (6) months, the Board may appoint an Interim Officer, consideration must be given to individuals who have been Members for at least one (1) year prior to being appointed as Interim Officer.
Section 1: Quorum
Both Board and the Annual Rocky Mountain Bears General Meeting (AGM) require a quorum of Officers or Members, respectively. A quorum for the AGM and General Meetings is defined to be 40% or 10 of the Active Members which ever is least and must include four (4) Officers of the Board. No vote will be considered valid without a quorum.
Proxy votes are allowed at the AGM, and are counted toward the quorum. The quorum is established by a roll call.
Board Meeting
Board meetings will be held regularly. There will be at least quarterly Board meetings per fiscal year, and at least one Board meeting every ninety (90) days.
Board meetings are open to the membership and invited guests, however only Officers may vote at Board meetings. Officers may call additional Board or Executive Board meetings at any time.Voting at a board meeting will be by majority vote.
Executive Board Meetings
Executive Board meetings are for Officers only. During an Executive Board meeting, the Board may ask other individuals to attend part of the meeting, if necessary.
Voting at Executive Board meetings will be by majority vote.
Executive Board meetings minutes can be reviewed by any member at any meeting of Rocky Mountain Bears, or by a special request to the Secretary.
Annual General Meeting
The AGM will occur on the first meeting after the end of the current fiscal year, at a place decided by the Board. The agenda will be prepared by the Board and sent to the membership at least fourteen (14) days before the AGM. The agenda will include a report from each Officer, a brief summary of Board meetings during the previous year, elections, appointing the auditors for Rocky Mountain Bears books and votes on ratifying or amending the Bylaws.
General Meeting
General meetings will occur a minimum of four (4) meetings per year including the AGM or at least every ninety (90) days, at a place decided by the membership. The purpose of these meetings is to inform the membership of upcoming activities, and present a forum in which decisions affecting the entire club, can be made. Notification of members as to time, date, and location of the General meetings will be via the newsletter, phone and/or email at least five (5) days in advance of the meeting.
Special Meeting
A Special meeting may be called at the request of any two members. The request must be made in writing to the President and must state the business to be dealt with at the Special meeting. Special meetings shall be called by ten (10) days notice in writing mailed, faxed or e-mailed to each member or by three (3) days notice by telephone. Quorum at a Special meeting shall be 40% or 10 Active Members which ever is the least. This meeting will deal only with the matter for which the meeting was called.
Section 3: Voting Procedure
Motions
In order for a motion to be tabled for a vote, an active member must state either orally or in writing, that they wish to do so. The motion also must be seconded by one or more members in order to carry it to a vote.
Nominations
A nomination is performed in the same manner as a motion. An active member must state the nomination orally, or in writing, and the nomination must be seconded by one or more members to make it an Aofficial@ nomination. As well, the member nominated must be willing to allow the nomination to stand. If refused, the nomination is voided, regardless of whether it was carried to a motion.
Acclimation
In the case where a member desires a position, and there is only one member nominated, the member concerned is considered to have attained the position. This is the only instance in which normal voting procedure can be circumvented.
Proxies
Any member of the general membership may designate in writing, a proxy who shall represent him at the next AGM of Rocky Mountain Bears. To be valid, written proxy credentials shall be delivered to the Board prior to the commencement of the AGM. The proxy must be in attendance for the designation to be valid.
Section 1: Fiscal Year
Rocky Mountain Bears fiscal year is from April 1st to March 31st.
Section 2: Signatory Power
Three (3) Officers shall have signatory power over Rocky Mountain Bears accounts. Two (2) signatures will be required on all cheques issued by Rocky Mountain Bears.
Section 3: Rocky Mountain Bears Assets
No part of the income, or assets of Rocky Mountain Bears shall ever be distributed to its members, officers or private individuals. Rocky Mountain Bears assets are to be used solely for the benefit of it=s members and to promote positive support and understanding in the greater gay, lesbian, bisexual and transgender community as determined by the membership.
Section 4: Financial Statement
Within fifteen (15) days of the end of the fiscal year, the Treasurer and President and/or another executive board member will prepare a financial statement detailing revenues, expenditures, membership data, and opening and closing balances of Rocky Mountain Bears accounts. This Year End statement shall be presented at the AGM and later audited by an independent audit..
Section 5: Auditing
The books, accounts, and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of Rocky Mountain Bears elected for that purpose at the Annual General Meeting. A complete and proper statement of the standing of the books for the previous years shall be submitted by such auditor at the Annual General Meeting of Rocky Mountain Bears. The fiscal year of Rocky Mountain Bears in each year shall be April 1st to March 31st.
The books and records of Rocky Mountain Bears may be inspected by any member of Rocky Mountain Bears at the Annual General Meeting 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.
Section 6: Borrowing Powers
For the purpose of carrying out its objectives, Rocky Mountain Bears 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 Rocky Mountain Bears, and in no case shall debentures be issued without the sanction of a special resolution of Rocky Mountain Bears.
Section 7: Remuneration
Unless authorized at any meeting and after notice for same shall have been given, no Officer or Member of Rocky Mountain Bears shall receive any remuneration for his services.
Section 1: Ratification of the Bylaws
The board may, by unanimous vote, ratify the Bylaws at any Board meeting. All Officers must be present at the vote. The Bylaw will be considered interim, and must be ratified at the next Annual General meeting to become permanent. The changes by these Officers (interim Bylaws) expire, if not ratified, at the next Annual General Meeting. Interim Bylaws become permanent by an 80% majority vote of members present at the Meeting and upon filing with the Registrar at Corporate Registry.
If the board fails to ratify the Bylaws, the Bylaws can be ratified at the next General or Special meeting by a three-quarter majority vote of the entire membership.
Members must be notified at least twenty-one (21) days before the Meeting that there will be a vote to ratify the Bylaws. They will also be provided with a copy of the Bylaws and the amendments at least twenty-one (21) days before the Meeting.
Section 2: Amendments to the Bylaws
These bylaws can only be amended by a special resolution of the members. ASpecial Resolution@ is defined in Section 1(d) of the Societies Act.
The Board may, by unanimous vote, amend the Bylaws at any Board meeting. All Officers must be present at the vote. The amendments to the Bylaws will be considered interim, and must be ratified at the next Annual General meeting to become permanent. Interim amendments become permanent by an 80% majority vote of members present and upon filing with the Registrar at Corporate Registry.
If the amendment is not unanimously accepted, but approved by a majority of all the Officers then the proposed amendment must be ratified at a Special General meeting to become part of the Bylaws. Proposed amendments become permanent by a three-quarter majority vote of the entire membership and upon filing with the Registrar at Corporate Registry. Unlike interim amendments, proposed amendments do not take effect until ratification.
Members may submit to the Secretary, in writing, Special Resolutions for consideration by the Board.
Members must be notified at least twenty-0ne (21) days before the Special General meeting that there will be a vote to ratify an amendment to the Bylaws. They will be provided a copy of the current Bylaws and the interim or proposed amendments at least twenty-one (21) days before the meeting date.
Rocky Mountain Bears may be dissolved by majority vote of the total membership following any General meeting in which a quorum of members was represented.
Upon dissolution, assets of Rocky Mountain Bears remaining after payment of all liabilities, shall be distributed to one or more organizations to be determined at the meeting that the dissolution is passed.
The President, Vice-President and Treasurer will be responsible for ensuring that the assets are properly distributed within one hundred eighty (180) days of dissolution.
Passed as revised at the AGM April 15, 1999
Passed as revised at the AGM April 25, 2002
As Filed by the Registrar Of Corporations Jan. 10, 2003