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BYLAWS SUNTERRA
RIDGE/COCHRANE HEIGHTS COMMUNITY
ASSOCIATION JUNE, 2005 Table
of Contents 1.0 Preamble 2.0
Definitions 3.0
Objectives 4.0
Boundaries 5.0
Membership in the Association 6.0
Meetings of the Membership 7.0
Board of Directors 8.0
Meetings of the Board of Directors 9.0
Finance and Accounting 10.0
Amendments to the Bylaws 11.0 Distribution of Funds on Dissolution Article 1 1.0
Preamble The Sunterra Ridge / Cochrane Heights Community Association is a non-profit organization incorporated under the Societies Act of Alberta. Article 2 1. Act means the Alberta Societies Act R.S.A. 2000, Chapter S-14 as amended, or any statute substituted for it. 2. Community means the Sunterra Ridge Estates Community and the View Ridge Estates Community and the Cochrane Heights Community in Cochrane, Alberta. 3. General Meeting means the Annual General Meeting or a Special General Meeting. 4. Member or Voting Member means a member as specified in Article 5.1. 5. Officers mean the President, Vice-President, Secretary and Treasurer of the Sunterra Ridge / Cochrane Heights Community Association. 6. SRCHCA for the purposes of this document means the Sunterra Ridge / Cochrane Heights Community Association as incorporated under the Alberta Societies Act. 7. Registered Office means the registered mailing address of the Sunterra Ridge / Cochrane Heights Community Association. 8. Special Resolution means a resolution to amend, modify, or repeal one of these bylaws or part thereof passed at a General Meeting of the membership by two-thirds (2/3) of those present and casting a vote, provided there was a minimum of twenty-one (21) days’ notice of the intent to present the Special Resolution. Article
3
1. To work toward bringing the residents together as a community through social activities and volunteer initiatives. 2. To encourage and promote recreational activities within the community. 3. To represent the interests of the community. 4. To provide a forum for the consideration and discussion of questions affecting the interests of the community. 5. To support and encourage the various activities of the community. Article 4 The boundaries of the Sunterra Ridge / Cochrane Heights Community Association shall encompass: a) the
Community of Sunterra Ridge Estates; b) the Community of View Ridge Estates; c) the Community of Cochrane Heights. 5.1.1 Any person residing within the Sunterra Ridge Estates Community and View Ridge Estates Community and Cochrane Heights Community in Cochrane, Alberta as described in the Boundaries under Article 4; 5.1.2 A person being of the full age of 18 years; 5.1.3 A Member shall be an individual who is eligible to become a member as provided in Clauses 5.1.1 and 5.1.2 and whose annual Membership Fees are not in arrears. 5.1.4 All members will act in compliance with the Objects and Bylaws of the Association; 5.1.5 Businesses within these boundaries shall not be entitled to apply for membership in the SRCHCA. 5.2.0
Membership Fee 5.2.1 The Membership Fee shall be determined, from time to time, by the Members of the SRCHCA at a General Meeting; 5.2.2 The annual membership fee for the upcoming year is due on or before June 30th; 5.2.3 Membership fees paid within the final two months of a fiscal year shall entitle the individual to full membership for the upcoming year; 5.2.5 Membership fees are non-refundable other than as provided in 5.2.6; 5.2.6 Requests for refunds in special circumstances must be forwarded in writing to the Board of Directors to be considered at the next regular meeting of the Board. 5.3.0 Membership
Withdrawal 5.3.1 Any Member wishing to withdraw from membership may do so upon a notice in writing to the Board through its President or Secretary; 5.3.2 The effective date of withdrawal shall be the date of receipt of the written notice; 5.3.3 If any Member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of three months from date on which the earliest amount was due and thereafter shall not be entitled to membership privileges or powers in the SRCHCA until reinstated; 5.3.4 Reinstatement shall occur upon payment of the arrears and the full annual membership fee for the current fiscal year.
5.4.0 Expulsion of a Member 5.4.1 Any Member, upon a majority vote of the Board of Directors, may be expelled from membership for any cause that the SRCHCA Board of Directors may deem reasonable; 5.4.2 The effective date of the expulsion shall be the date set by the Board of Directors at a meeting convened to discuss the expulsion; 5.4.3 A Member who has been expelled shall have the right to appeal such a decision within thirty (30) days of the date of expulsion by making a request in writing to the President for a General Meeting within sixty (60) days of the date of expulsion; 5.4.4 A Member who has been expelled shall be reinstated by a majority vote of the Members present at a General Meeting called specifically to discuss the expulsion. 5.5.0
Voting 5.5.1 Any member who has not withdrawn from membership, nor been suspended, nor expelled, and having been a member for a minimum of thirty (30) days, shall have the right to vote at any General Meeting of the SRCHCA; 5.5.2 Votes must be made in person by ballot, unless a Proxy Vote has been decided upon and communicated to the Membership by the Board; 5.5.3 Proxy voting shall not be allowed for the election of Officers and Directors or for a Special Resolution; 5.5.4 Proxy votes shall be made by official written Proxy, where a member present may carry up to three (3) written and signed Proxies; 5.5.5 A majority vote shall be a simple majority of the members present at a General Meeting and casting a vote; 5.5.6 From time to time the SRCHCA may request the opinion of Sunterra Ridge Estates/ View Ridge Estates/Cochrane Heights residents, who are not members of the SRCHCA, on matters that require input to the Town of Cochrane. Opportunity may be provided at a General Meeting to obtain the opinion of non-member residents; however, non-member residents will not have a vote at a General Meeting. Article 6 6.0.
Meetings of the Membership 6.1.0
Quorum The lesser of a) 25 Members or b) twenty percent (20%) of the total number of Members at the end of the last fiscal year shall constitute a quorum at Annual, Special or General Meetings 6.2.0
General Meetings of the Membership 6.2.1 General Meetings may be called at any time by the Secretary, upon the instructions of the President or Board; 6.2.2 Notice of a General Meeting, other than those addressing Special Resolutions, shall be by letter, e-mail or hand delivered to the last known address of each Member, delivered at least eight (8) days prior to the meeting; 6.2.3 As a courtesy, notices to non-member residents within the SRCHCA boundaries may be delivered to their residence. 6.3.0
Annual General Meeting 6.3.1 The SRCHCA shall hold an Annual General Meeting on or before October 31st following each fiscal year. 6.3.2 At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer, and three Directors. 6.3.3 Notice for the Annual General Meeting shall be in writing to the last known address of each member delivered at least twenty-one (21) days prior to the date of the meeting. 6.4.0
Special General Meeting 6.4.1 Special General Meetings shall be called by the Secretary upon the instructions of the President or Board; 6.4.2 Special General Meetings shall be called upon receipt of a petition signed by one-third (1/3) of the Members, delivered to the President setting forth the reasons for calling such meeting; 6.4.3 In addition, Special General Meetings may be called from time to time to address issues such as local municipal concerns or compile feedback on such issues from members and other residents within the SRCHCA Boundaries; 6.4.4 Notice of a Special General Meeting shall be by letter, e-mail or hand delivered to the last known address of each Member, delivered at least eight (8) days prior to the meeting. As a courtesy, notice to non-member residents within the SRCHCA boundaries may be delivered to their residence. 6.4.5 A motion brought forward at a Special General Meeting of the membership is passed by two-thirds (2/3) of those present and casting a vote. Article 7 7.0.
Board of Directors 7.1.0
Officers and Directors 7.1.1 The Board shall, subject to the By-Laws or directions given it by a majority vote at any meeting properly called and constituted, have full control and management of the affairs of the SRCHCA; 7.1.2 There shall be elected a President, Vice-President, Secretary, Treasurer and three Directors; 7.1.3 The Officers and Directors so elected shall constitute the Board of Directors of the SRCHCA and shall serve until their successors are elected and installed; 7.1.4
Any vacancy occurring during the year shall be filled by
appointment, by
a majority of the Board, for the duration of the current year.
7.1.5 Any Member shall be eligible to hold a position as an Officer and/or Director in the SRCHCA. 7.2.0
Appointment of a Director 7.2.1 A person appointed or elected as a Director becomes a Director if they are present at the meeting when being appointed or elected, and did not refuse the appointment; 7.2.2 They may also become a Director if they were not present at the meeting but consented in writing to act as Director before the appointment or election; or 7.2.3 If they acted as a Director pursuant to the re-appointment or re-election. 7.3.0
Expulsion of a Director 7.3.1 Any Officer or Director, upon a majority vote of the Board of Directors, may be expelled from office for any cause that the SRCHCA Board of Directors may deem reasonable; 7.3.2 The effective date of the expulsion shall be the date set by the Board of Directors at a meeting convened to discuss the expulsion; 7.3.3 An Officer or Director who has been expelled shall have the right to appeal such a decision by making a request in writing to the President for a General Meeting; 7.3.4 An Officer or Director who has been expelled shall be reinstated by a majority vote of the Members present at a General Meeting called specifically to discuss the expulsion. 7.4.0
Officers’ and Directors’ Liability 7.4.1 It is agreed that Officers and Directors of the Sunterra Ridge / Cochrane Heights Community Association are hereby released from any and all claims, damages or causes of action. 7.4.2 The Board shall review the need for Officers’ and Directors’ Liability Insurance annually. 7.5.0
Remuneration 7.5.1 Unless authorized at the Annual General Meeting or a Special General Meeting, and after notice to the membership has been provided, no Officer, Director or Member of the SRCHCA shall receive any remuneration for his/her services. 7.6.0
Duties of the Officers 7.6.1
Term of Office i)
President, Vice President, Secretary, Treasurer, Directors
– one (1)
year to a maximum of three (3) years in the same position 7.6.2
President i) The President supervises the affairs of the Board; ii) Chairs the meetings of the SRCHCA and the Board; iii) Is an ex-officio member of all Committees; iv) Acts as a spokesperson for the SRCHCA; v) Carries out other duties as assigned by the Board. 7.6.3
Vice President i) The Vice President presides over meetings in the President’s absence; ii) Replaces the President in various capacities upon request of the President or Board; iii) Acts as spokesperson as directed by the President and; iv) Carries out other duties as assigned by the Board. 7.6.4
Secretary i) The Secretary attends meetings of the SRCHCA and the Board and keeps accurate copies of Minutes of all meetings; ii) Maintains the correspondence of the SRCHCA; iii) Checks the post office regularly and updates the President on mail received between meetings; iv) Sends out agendas in consultation with the President to the Board or the membership as required; v) Shall ensure that the Annual Return, Financial Statements, and Change of Directors notifications are filed, pursuant to the requirements of the Alberta Societies Act R.S.A. 2000, Chapter S-14 as amended, within one month of the Annual General Meeting; vi) Ensures that all relevant entities are informed of changes in a timely manner; vii) Shall maintain an updated record of all members of the SRCHCA. viii) Carries out other duties as assigned by the Board. 7.6.5
Treasurer i) The Treasurer receives all monies paid to the SRCHCA and is responsible for deposits at a financial institution covered under the Canadian Deposit Insurance Corporation (CDIC) and chosen by the Board. ii) Shall keep the books and properly account for funds of the SRCHCA. iii) Presents a full, detailed account of receipts and disbursements to the Board as requested and at each regularly scheduled meeting of the Board. iv) Prepares a statement of Financial Position and Operations for the fiscal year. Prior to the AGM, this must be reviewed by at least two Members of the SRCHCA who are not Officers or Directors and who shall submit a statement to the Board and Members that they have reviewed the statements and believe them to be reasonable. vi) Presents the Statements to the Board for approval and to the next AGM. v) One person may fill the office of Secretary and Treasurer as decided at any Annual Meeting for the election of Officers and Directors. vi) Prepares a yearly Budget in consultation with the Board of Directors. Expenditures outside the Budget must be approved by the Board. 7.7.0
Committees of the Board of Directors 7.7.1 Directors oversee Communication, Membership and various Committees as decided by the Board and under the direction of the President. A Committee that is not chaired by a Director and that has received a budget shall report back through the Board of Directors.
Article 8
8.0
Meetings of the Board of Directors 8.1.0
Regular Board of Directors’ Meetings 8.1.1 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 President; 8.1.2 In the absence of both the President and the Vice-President, a Chairperson may be elected at the meeting to preside; 8.1.3 Regular meetings of the Board shall be called by ten (10) days’ notice in writing mailed to each member or by three (3) days’ notice by fax, telephone, or e-mail; 8.1.4 Meetings of the Board are open to Members of the SRCHCA, but only Directors may vote; 8.1.5 A quorum at a Board Meeting shall be a majority of Directors of the SRCHCA. 8.2.0 Special Board of Directors’ Meeting 8.2.1 Meetings may be called by the President or on the instructions of any two other Directors provided the Directors make a request to the President in writing to call such a meeting, and state the business to be brought before the meeting; 8.2.2 Two (2) days’ notice shall be required for a Special Board of Directors’ Meeting. 8.2.3 A quorum at a Special Board of Directors’ Meeting shall be a majority of Directors of the SRCHCA. Article
9 9.0.
Finance and Accounting 9.1.0
Signing Authority 9.1.1 Shall
be any two signatures of the President, Vice President, Secretary, or
Treasurer.
9.1.2 In the absence of the Treasurer, the President shall maintain the records of the Treasurer until their return. 9.2.0
Borrowing Powers 9.2.1 For the purpose of carrying out its Objectives, the Sunterra Ridge / Cochrane Heights Community 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 SRCHCA, and in no case shall debentures be issued without the sanction of a Special Resolution of the SRCHCA. 9.3.0
Financial Review 9.3.1 The books, accounts and records of the Secretary and Treasurer shall be reviewed at least once each year by two Members who are not Directors or Officers of the SRCHCA elected for that purpose at the Annual General Meeting (the “Reviewers”). 9.3.2
Such Reviewers, at the Annual Meeting of the SRCHCA, shall
submit a
report on the standing of the books and the Financial Statements for
the current
fiscal year. 9.4.0
Fiscal year 9.4.1 The fiscal year of the SRCHCA shall be: July 1st to June 30th. 9.5.0
Inspection of the Books and Records 9.5.1 The Books and Records may be inspected by any Member of the SRCHCA at anytime upon giving eight (8) days notice and arranging a reasonable time satisfactory to the Officer or Officers having charge of it; 9.5.2 Each member of the Board shall at all reasonable times have access to such books and records. 9.6.0 Seal 9.6.1 Should a seal be acquired, use will be authenticated by the signatures of the President and any other of the following Officers: Secretary, Vice President or Treasurer. 9.6.2 Should a seal be acquired the Board of Directors will ensure that it is secured. Article
10 10.0
Amendments to the Bylaws 10.1.0. The Bylaws may be rescinded, altered or added to by a “Special Resolution” of the Membership. Article
11 11.0
Distribution of Funds on Dissolution 11.1.0 All funds held by the SRCHCA on dissolution shall be distributed to a chosen organization (s) decided by Special Resolution at a General Meeting. |
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