BYLAWS OF ALBERTA SENIOR CITIZENS SPORT
AND RECREATION ASSOCIATION (Alberta 55 plus)
September 06 2018
DEFINITIONS AS APPLIED IN THE TEXT OF THE BYLAWS HEREIN
ASCSRA: Means Alberta Senior Citizens Sport and Recreation Association (Alberta 55 plus)
The ASSOCIATION: Means Alberta Senior Citizens Sport and Recreation Association.
ASSOCIATE: Means an associate membership as permitted within the bylaws.
ACTIVE MEMBER: Means a member who holds a LIFE MEMBERSHIP or pays a membership fee and holds a valid membership card.
BOARD OF DIRECTORS: Means the Executive Committee and the Zone Presidents or appointed Representatives.
BOARD: Means the “BOARD OF DIRECTORS”.
DAY: Means a calendar day.
EXECUTIVE COMMITTEE: Means the Past President, the President, the Two Vice Presidents, the Secretary, the Treasurer, and the Two Technical Directors.
EXECUTIVE: Means the “EXECUTIVE COMMITTEE”.
SPECIAL RESOLUTION: Means a resolution that is intended to change a bylaw.
RESOLUTION: Means a motion that is voted upon but that does not relate to bylaw changes.
MAJORITY: Means by fifty (50) percent plus one (1).
SIMPLE MAJORITY: Means by a “MAJORITY”.
OFFICER: Means any person elected into any office identified by a bylaw.
EMPLOYEE: Means any person being paid a salary or contracted to provide services to the Association.
BYLAW 1. MEMBERSHIP
- Membership shall be granted to:
1.i. Any person being the full age of fifty-five (55) years or who is turning fifty-five (55) years within the year of membership purchase will be granted full membership privileges upon payment of the current membership fee and be considered an ACTIVE MEMBER.
1.ii. Any individual who has attained the age of fifty (50) years and supports the objects of the Association, may become an “AFFILIATE MEMBER” upon payment of the current fee. “AFFILIATE MEMBERS” shall not be eligible to vote, hold office or participate in playoffs leading to a provincial competition.
1.iii. Any ORGANIZATION or CLUB that supports the objects of the Association or that carries on activities that are congruent with the objectives and programs of the Association may become an “ASSOCIATE MEMBER” upon payment of the current “ASSOCIATE MEMBER” fee. ASSOCIATE MEMBERS” have no voting privileges.
1.iv. Upon approval of the Board of Directors, HONORARY MEMBERSHIP may be bestowed for life upon worthy individuals who have contributed directly or indirectly to the good of the Association. Honorary members of the Association will not have a vote.
1.v. LIFE MEMBERSHIP may be bestowed upon worthy members of the Association upon the approval of the Board of Directors, with no fee required. Life members will have a vote at a general meeting.
1.vi. To hold a position on the Board, a Member must be an Active Member of the Association.
1.vii. The fees for each category of membership in the Association shall be determined from time to time by members at a duly called general meeting. A simple majority of votes will be required.
1.viii. Any member wishing to withdraw from membership may do so upon giving written notice by hard copy or electronically to the Board, at which time all privileges of membership shall cease.
1.ix. Membership privileges continue for members who have a current active membership only. All privileges are suspended upon expiration of a membership.
1.x. The membership year in the Association shall be the calendar year, January 1 to December 31, inclusive.
1.xi. The Board may, for just cause, terminate the membership of any Member. The Member whose membership is terminated shall be notified by email and by registered letter and a copy of the notification shall be sent to the Board of Directors of the Zone in which the person maintains membership. The terminated Member has ten (10) days from the receipt of the notification letter to appeal the decision by registered letter to the Provincial President. Any such appeal shall be dealt with by the Board in accordance with the Alberta 55 plus Dispute Resolution Policy.
BYLAW 2. ZONES OF ASCSRA
2.i. The Association shall divide the Province of Alberta into eight (8) Zones.
2.ii. Subject to the approval of the Association, any of the Zones may become a distinct society as prescribed by the Societies Act of the Province of Alberta, with powers not exceeding the powers of the Association.
BY-LAW 3. GOVERNANCE OF THE ASSOCIATION
3.i. The Association shall hold an Annual General Meeting on or before May 15 in each year. At least twenty-one (21) days’ notice of the Annual General Meeting shall be given by means of notice in an ASCSRA authorized publication or newsletter sent to member clubs and individual members. Transmission of such a notice by electronic media is also acceptable.
3.ii. Special meetings of the Board of the Association may be requested by a quorum of the Board. Such requests must be made in writing to the President and state the business which is to be brought to the meeting. Three (3) days notice by electronic media to all members of the Board is required. Nine (9) members of the Board of Directors of the Association shall constitute a quorum.
3.iii. Special meetings may be held without notice if a quorum of the Board of the Association is present. Any resolutions or business transactions at such meetings must be ratified at the next regular meeting of the Board of the Association, or they shall be deemed to be null and void.
3.iv. Special meetings of the Executive Committee may be requested by a quorum of the Executive Committee. Such requests must be made in writing to the President stating the reason for the request. At least three (3) days notification by electronic media to the Executive Committee must be confirmed. Five (5) members of the Executive Committee of the Association shall constitute a quorum of the Executive Committee.
3.v. Special meetings may be held without notice if a quorum of the Executive Committee is present. Any resolutions or business transactions at such meetings must be ratified at the next duly called meeting of the Board or they shall be deemed to be null and void.
3.vi. A Special meeting of the Association shall be called by the President upon receipt of a Petition setting forth the reasons for calling such a meeting and signed by at least fifty (50) Active Members in good standing. At least twenty-one (21) days notice shall be given in an ASCSRA publication, newsletter or by electronic media to individual Members and Member Clubs.
3.vii. The Board of the Association shall hold a minimum of five (5) Regular meetings each calendar year. Except under extenuating circumstances, the time period between any two (2) Regular meetings shall not exceed ninety (90) days.
3.viii. The Executive Committee, Standing Committees and any duly appointed Special Committees shall hold such meetings as required to carry-out in an orderly and appropriate manner the affairs of the Association.
3.ix. Thirty (30) Active Members in good standing shall constitute a quorum at the Annual General Meeting or at any Special meeting held under the provisions of Bylaw 3.vi.
BYLAW 4. VOTING AUTHORITY
4.i. Any member with a valid active membership shall have the right to vote on any and all resolutions or elections at any Annual, General or Special Meeting duly called by the Association. All such votes shall be made in person. Votes by proxy, written communication or electronic media shall not be permitted. Provisions of this bylaw shall be superseded by Bylaw 5 where applicable.
BYLAW 5. GOVERNMENT OF THE ASSOCIATION
5.i. The Board of Directors of the Association, subject to the Bylaws and current Regulations given it by majority vote at any properly constituted meeting, shall have full responsibility and management of the affairs of the Association.
5.ii. The Board of Directors of the Association shall consist of the Executive Committee which shall be elected at the Annual General Meeting as per the schedule given in Bylaw 5.iv and a designated representative of each of the eight (8) Zones as provided for under Bylaw 5.vi. Nine (9) members of the Board shall constitute a quorum.
5.iii. The Executive Committee of the Board shall have powers as authorized and delegated by the Board. The Executive Committee of the Board shall consist of the President, the Past President, the Vice-President from the Northern Zones, the Vice-President from the Southern Zones, the Secretary, the Treasurer, the Technical Director from the Southern Zones (Zones 1, 2, 3 and 4) and the Technical Director from the Northern Zones (Zones 5, 6, 7 and 8). Five (5) members of the Executive Committee shall constitute a quorum.
5.iv. The election of the Executive Committee of the Association for a term of two (2) years shall be at an Annual General Meeting. The schedule for electing the Executive Committee shall be as follows:
- a) On even numbered years – the Treasurer, the Secretary and the Technical Director residing in a Southern Zone (Zones 1, 2, 3, or 4) and the Vice-President residing in a Northern Zone (Zones 5, 6, 7, or 8).
- b) On odd numbered years – the President, the Vice President residing in a Southern Zone
(Zones 1, 2, 3, or 4), and the Technical Director residing in a Northern Zone (5, 6, 7, or 8).
5.v. Only Active members residing in the Northern Zones (5, 6, 7, and 8) shall be eligible to vote for the Vice President and the Technical Director residing in a Northern Zone. Only Active members residing in the Southern Zones (1, 2, 3, and 4) shall be eligible to vote for the Vice President and Technical Director residing in a Southern Zone.
5.vi. The Zone Presidents or designated Zone Representatives, who sit as members of the Board of Directors of the Association, shall be elected or appointed within their respective Zones in accordance with the provisions of the respective Zone Bylaws.
5.vii. Election procedures shall include a call for nominations from the floor for all Executive Committee offices.
5.viii. Any member holding a valid active membership in the Association shall be eligible for election to any Executive Committee office as permitted by the bylaws but can only hold one office on the Executive Committee.
5.ix. Any member of the Executive Committee is deemed eligible for re-election to a consecutive term in the same office or to any other office on the Executive Committee but can only hold one office on the Executive Committee.
5.x. The current Executive Committee members shall remain in office until their successors are elected and installed at the next scheduled Board meeting.
5.xi. When a vacancy occurs on the Executive Committee, the Board of Directors of the Association shall appoint an eligible Association member to that office until an election for said office can be held at the next Annual General Meeting.
5.xii. Members of the Board may be removed from office for just cause by a majority decision of the Board. This decision shall be communicated within 24 hours by email to the “official email address” of the Member and within 7 days by registered letter to the member affected by such action. The terminated member has ten (10) days from the receipt of the registered letter to appeal the decision by registered letter to the Provincial President. If the Member appealing is a removed Provincial President, the letter of appeal must be to the First Vice-President. Any such appeal shall be dealt with by the Board in accordance with the Alberta 55 plus Dispute Resolution Policy.
5.xiii. The Provincial Coordinator shall attend Board, Executive and, as required, Standing and Special Committee meetings. He/she will not have voting privileges.
BYLAW 6. DUTIES OF THE EXECUTIVE AND DIRECTORS
6.i. The Board of Directors of the Association, subject to the bylaws, regulations, or established procedures, shall be responsible for all areas of control and management of the Association. The Board shall act by collective consensus to promote and carry out the objectives and business of the Association. In keeping with established accepted management practices and within the parameters set in the bylaws, the affairs of the Association shall be subject to resolutions passed by the Board. Resolutions passed by the Board shall be acted upon in a diligent manner. The Board of Directors shall:
- a) retain the responsibility of entering into any and all contracts on behalf of ASCSRA;
- b) employ or appoint such agents or employees to perform such permanent, temporary or special services as it may from time to time deem necessary and establish the guidelines for the performance of such assigned duties;
- c) determine the power and duties of employees and fix their emolument;
- d) dismiss or suspend its agents or employees for just cause;
- e) have the final authority for all financial affairs of ASCSRA;
- f) appoint and delineate the duties and responsibilities of all Standing Committees and Special Committees deemed essential to carry out the affairs of ASCSRA;
- g) be accountable to the membership of ASCSRA.
6.ii. The Executive Committee, as identified by Bylaw 5.iii, shall in keeping with authority received from the Board be the administrators of the usual affairs of ASCSRA. Accordingly, the Executive Committee shall:
- conduct (unless specifically delegated otherwise by the Board, or as outlined in the duties of the President) all negotiations with outside agencies, organizations, government departments and foundations so that ASCSRA speaks as one voice;
- administrate and manage any program or activity authorized by Board motion and assigned to the Executive Committee;
- review, at regular intervals, all existing ASCSRA programs and make recommendations for improvement;
- investigate and make recommendations for new programs that ASCSRA may or should become involved with;
- develop long (5 year) and medium (2 or 3 year) term plans for the sustainability and growth of ASCSRA.
6.iii. The Immediate Past-President shall:
- a) have full voting authority; if membership maintained;
- b) be eligible for appointment to Standing or Special Committees;/li>
- c) act as a resource person for the Executive, Board and staff of ASCSRA;
- d) conduct the election of officers at the Annual General Meeting
6.iv. The President shall:
- a) be responsible for the preparation of the agenda for The Annual General Meeting, all regular or special meetings of the Executive Committee and the Board;
- b) preside over the Annual General Meeting, all regular or special meetings of the Executive Committee or the Board;
- c) nominate committee chairs and members to be ratified by the Board except in such circumstances whereby the Board has accepted responsibility to make such appointments;
- d) act as the immediate supervisor of all employees of ASCSRA;
- e) have signing authority for all contracts and legal binding commitments as approved by the Board;
- f) act as the official spokesperson of ASCSRA in dealing with the media in matters pertaining to the operations of ASCSRA;
- g) be an ex-officio member of all committees.
6.v. The two (2) Vice-Presidents, one elected from Zones 1 – 4 (Vice-President South) and the other from Zones 5 – 8 (Vice- President North), shall have equal powers and authority. The Vice-President, who is in the second year of their term of office shall be considered the 1st Vice President. The Vice-Presidents shall:
- a) become familiar with the functions and activities of their respective Zones;
- b) be ex-officio members of each of the four Zone Boards within their areas;
- c) be prepared as 1st Vice-President to preside over Executive Committee or Board meetings in the absence of or at the request of the President;
- d) chair committees of the Executive Committee or Board as per the established policies and procedures;
- e) advise the President of items that should be considered or placed on the appropriate meeting agenda.
6.vi. The Secretary’s role on the Executive Committee and the Board shall be primarily that of a Recording Secretary. The Secretary shall:
- a) keep accurate written records of all meetings of the Executive Committee and the Board and submit the official record to the Provincial Coordinator for security;
- b) provide written reports of Executive Committee recommendations and actions to the Board;
- c) provide for the distribution of any meeting minutes within ten (10) days following any such meeting;
- d) at the request of the President, assist assist, at the request of the President, with the preparation of agenda items and advise the President of items that should be considered or placed on the appropriate meeting agenda.
6.vii. The Treasurer as a member of the Executive Committee and the Board of Directors remains responsible to the Board as a whole. The Treasurer shall:
- a) maintain current accurate records of all financial transactions of ASCSRA;
- b) prepare up-to-date financial statements for presentation at each regular Board meeting;
- c) prepare and present an audited financial statement at each Annual General Meeting;
- d) act as Chair of the Financial Committee of ASCSRA;
- e) have signing authority for the financial affairs on behalf of ASCSRA;
- f) be responsible for the payment of outstanding invoices to ASCSRA in accordance with approved budgets and/or instructions from the Board;
- g) recommend yearly an accredited auditor;
- h) recommend financial directions and procedures that are prudent for ASCSRA;
- i) supervise and approve the disbursements for the payroll of ASCSRA;
- j) assure that financial records are maintained in a manner which meets all legal requirements or and as recommended by the accredited auditors and approved by the Board.
- k) ensure that all financial records are maintained in a secure manner at the Provincial Office.
6.viii. There shall be two (2) elected Technical Directors, one elected from Zones 1 – 4 (Technical Director South) and the other from Zones 5 – 8 (Technical Director North). The Technical Directors must be knowledgeable of the activities that ASCSRA provides or promotes among its membership. The Technical Directors shall:
- a) promote the activities of ASCSRA and membership in the Association;
- b) be available to travel to the Zones to assist the Zone Boards with the establishment or on-going development of new or existing activities or programs;
- c) serve as a resource person or recommend resources available;
- d) be cognizant of and establish liaisons with clubs or associations that share common recreational interests with ASCSRA;
- e) act as consultants to Zones or Communities involved in hosting events for ASCSRA members, including Alberta 55 plus Provincial Games;
- f) as members of the Technical Committee; recommend changes to the rules or regulations of activities and events that ASCSRA promotes;
- g) investigate and recommend the addition or deletion of activities.
BYLAW 7. DIRECTOR AND OFFICER INDEMNIFICATION
7.i. The Association shall indemnify its current and past directors, officers, volunteers and employees against all costs in defense of all actions brought forth as a result of their acting on behalf of the Association, provided that all such actions were neither criminal nor carried out in a manner that was wantonly negligent or knowingly beyond their scope of authority within the Association.
7.ii. The Association shall keep in force insurance policies that are in keeping with standards deemed essential and prudent for a volunteer not-for-profit organization such as the Association.
BYLAW 8. REMUNERATION FOR OFFICERS AND MEMBERS
8.i. The Association shall operate without the purpose of gain for any of its members and the Board of the Association shall receive no remuneration for their services.
8.ii. Notwithstanding Bylaw 7.i, any officer or member of the Association may be reimbursed for expenses incurred while carrying out affairs on behalf of the Association. Such reimbursement shall be in keeping with guidelines authorized by the Board of the Association.
BYLAW 9. BORROWING POWERS
- For the purpose of carrying out its objectives, the Association, by a special resolution passed at an Annual General Meeting or a duly called Special Meeting, may borrow or raise or secure monies in the most suitable manner to preserve the viability and integrity of the Association.
BYLAW 10. AUDITING AND FISCAL YEAR
10.i. The financial records of the Association will be presented to an accredited accountant annually. At the discretion of the Board, such accredited accountant will have either an Audit Opinion, or a Review Engagement Report, or a Notice to a Reader in relation to those financial records.
10.ii. The fiscal year-end of the Association shall be December 31.
10.iii. The financial records and operational records of the Association may be inspected by any member of the Association at the Annual General Meeting provided a request is made in writing or by electronic written media to the officer or officers having charge of these records, at least twenty-one (21) days prior to the meeting.
10.iv. All members of the Board of Directors shall have the right to peruse, in the presence of the officer or officers responsible, all financial and operational records of the Association.
BYLAW 11. DISSOLUTION OR VOLUNTARY WINDING UP
- In the event of dissolution or of voluntary winding up of the Association, all of its remaining assets shall be distributed to the Province of Alberta or to a charitable organization selected by the Board of the Association in accordance with existing regulations of the Province of Alberta.
BYLAW 12. AMENDMENTS
12.i. Bylaws may be rescinded, amended or created by a Special Resolution passed at a General Meeting. A minimum of twenty-one (21) days notice of a General Meeting, specifying the intention to propose any Special Resolution, must be given in writing and/or by electronic media to the membership.
12.ii. A positive vote of a minimum of seventy-five (75) percent of the members at a General Meeting is required to pass a Special Resolution that rescinds, amends or creates a Bylaw.