EDMONTON BLUES SOCIETY BYLAWS

Membership 

Membership fee, if any shall be determined, from time to time, by the members at a general meeting.  Any person may become a member upon payment of the fees, subject to a vote of members in good standing at a general meeting.  Non-members may attend society events as a guest of a member in good standing. Guests will sign the attendance register and be subject to the rules of attendance as set forward by the society which is supporting them. 
Fees must be paid on an annual basis. If the fees are not paid at the beginning of the year, membership is suspended until fees are paid.  Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its secretary. Membership may be revoked at any time for violation of Society rules. Membership may also be revoked by majority vote at a general meeting. 

President 

The President shall be ex-officio member of all Committees.  He/she shall when present, preside at all meeting of the society and of the Board.  In his/her 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. 

Board of Directors 

Board of Directors, Executive Committee or Board, shall be the Board of Directors of the Society. 
The Board shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the society. Meetings of the Board shall be held as often as may be required; but a least once every three months, and shall be called by the President.  A special meeting may be called on the instructions of any two members provided they request the President in writing to call such a meeting and state the business to be brought before the meeting. Meetings of the Board shall be called by 10 days’ notice in writing mailed to each member of by three days’ notice by fax or telephone. Any four (4) members shall constitute a quorum and meetings shall held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next meeting of the Board; otherwise they will become null and void. 
A person appointed or elected a director becomes a director if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a director if they were not present at the meeting but consented in writing to act as a director before the appointment or election, or within ten days after the appointment or election. 
a.  Any Director or Officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the society deem reasonable. 

b.  Board members are expected to attend board meetings and Edmonton Blues Society Functions. Those members absent from three (3) consecutive board meetings, or 30% of Board meetings or Edmonton Blues Society functions, may be removed from the board by a majority vote of the remaining board members. 

c.  Board members are expected to act in a manner that supports, promotes and advances the goals, objectives and reputation of the Edmonton Blues Society at all times. The board can remove any director from the board who, in the opinion of the majority of the remaining directors, acts in a manner detrimental to the goals, objectives or reputation of the Edmonton Blues Society or fails to be a member in good standing for the duration of his/her term of office. 

Secretary 

It shall be the duty of the Secretary to attend all meeting of the society and of the Board, and to keep accurate minutes of the same. He/she shall have charge of the Seal of the society which whenever used shall be authenticated by the signature of the Secretary or the President, or, in the case of the absence of the secretary, his/her duties may 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 President and the Board. 
The Secretary shall also keep a record of all the members of the society and their addresses, send all notice of various meeting as required and collect and receive the annual dues or assessments levied by the society. Such monies shall be promptly turned over to the Treasurer for deposit in Bank, Trust Company, Credit Union of Treasury Branch as required. 

Treasurer 

The Treasurer shall receive all monies paid to the society and be responsible for deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. He/she shall properly account for the funds of the society and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the society and submit a copy of same to the Secretary for the records of the society.  The Office of the Secretary and Treasurer may be filled by one person if at any annual meeting for the election of officers shall so decide. 

Auditing 

The books, accounts and records of the Secretary and Treasurer shall be audited a least once each year by a duly qualified accountant or by two members of the society elected for that purpose at the Annual General Meeting. A complete statement of the standing of the books for the previous year shall be submitted by the Treasurer at the Annual Meeting of the society. The fiscal year of the society shall be February 28th (29th in leap years). 
The books and record of the society may be inspected by any member of the society at the Annual 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. 

Meetings 

This society shall hold an annual meeting on or before August 31st. The notice of which shall be posted on the Societies web page and sent to the Societies members email list at least 14 days in advance of the meeting. At this meeting, there shall be elected a President, Vice-President, Secretary, Treasurer, (or Secretary-Treasurer), and three directors, 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 meeting, provided it is so stated in the notice calling such a meeting. Any member in good standing shall be eligible to any office in the society. 

General meetings of the society may be called at any time by the Secretary upon instructions of the President of the Board by notice in writing to the last known address of each member, delivered in the mail (8) eight days prior to the date of such meeting.  A special meeting shall be called by the President or Secretary upon receipt of petition signed by one third of the members in good standing, setting for the reasons for calling such meeting, shall be posted on the Societies web pages and sent to the Societies Members email list eight (8) days prior to meeting. 

Five (5) members in good standing shall constitute a quorum at a special meeting. 

Voting 

Any member who has not withdrawn from membership, nor has been suspended nor expelled, shall have the right to vote at any meeting of the society as long as they have been a member for at least 30 days prior.  Such votes must be made in person. 

Remuneration 

Unless authorized at any meeting and after notice for same shall have given, no officer or member of the association shall receive any remuneration for his/her services. 

Borrowing Powers 

For the purpose of carrying out its objectives, the society may borrow or raise or secure payment of money in such matters as it sees fit, and in particular by the issue of debentures; but in no case shall debentures be issued without the sanction of a special resolution of the society. 

Bylaws 

The Bylaws may be rescinded, altered, or added to by a “Special Resolution.” 

Dissolution or Winding Up 

In the event of the dissolution or winding up of the Edmonton Blues Society, the Board will ensure that of the Society’s remaining assets, after payment of its liabilities, shall be distributed to one or more recognized non-profit organizations in Edmonton. 

Terms and Term Limits 

Each Director shall serve for a term of one (1) or two (2) years. Term distribution to be determined by the board during the nomination process. 

No person shall be eligible to full director terms aggregating more than twelve (12) consecutive years. After a lapse of two (2) years following service within the twelve-year limitation, eligibility is re-established. 

Each Executive Director shall serve for a term of one (1) or two (2) years or until a successor has been duly elected and qualified.

Executive Directors shall be limited to uninterrupted Board membership of two (2) consecutive 2-year terms or four (4) consecutive or cumulative 1-year terms. After a lapse of two (2) years following service within the four-year limitation, eligibility is re-established, with the following exceptions:  a) the immediate past President shall continue as a member of the Board of Directors automatically for one year following his or her service in the office of President without regard to the number of his or her prior consecutive terms as a director; and b) an initial appointment as a director to serve the remainder of an unexpired term shall not count toward the two consecutive term or four year cumulative limit. 

No person, except the Treasurer, shall hold the same office longer than two (2) consecutive 2-year terms or four (4) consecutive or cumulative 1-year terms. After a lapse of two (2) years following service within the four-year limitation, eligibility is re-established. 

Nomination process 

Nominations for directors shall be submitted by members in writing to the Board not less than 20 days prior to the Annual General Meeting. The recommendations of the Board shall be submitted to the general membership at least 10 days prior to the Annual Meeting. Election of Board members shall be conducted in conjunction with the Annual General Meeting. 

 Succession 

The Executive Director Presidency shall be filled from the Vice President position. In the event the sitting Vice President is unable to succeed for any reason, Executive Director positions will default to succeed. In the event Executive Directors are unable to succeed, succession will be determined by regular vote at the annual general meeting 

Dated: November 16, 2018