Bylaws of Edmonton Blues Society as amended on October 28, 2020
DEFINITIONS
“EBS” shall mean Edmonton Blues Society
"AGM" shall mean the Annual General Meeting
"Member” shall mean a person who maintains a membership in good standing in the society
"Member of the Board" shall mean any person who maintains a membership in the Society in good standing and who is duly elected by the members at an Annual General Meeting (AGM), Special General Meeting (SGM) or is appointed by the Board
“Board” shall mean Board of Directors
All Members of the Board are “Directors”
“Board of Directors”, “Officers” and “Directors” all refer to the Board of Directors of the Society
“Officer(s)” refers to the President, Vice President, Secretary, and Treasurer and they shall conduct the business of the Society
"Bylaws” shall mean the bylaws of the society as amended from time to time
"Special Resolution” shall mean a resolution passed by 75% of votes cast at an AGM or Special Meeting of which not less than 21 days' notice has been duly given. A full description of a special resolution is in article 12.
"Ex-Officio” refers to those named within this bylaw and will mean someone who has been appointed or directed by the Board to be part of, or a member of; may speak "for" or "against" the topic but will have no voting privileges at that meeting
“Society Event” is a paid admission to a performance by musicians, band or artist(s) attended by members and non-members
MEMBERSHIPS & FEES
Any person who is the full age of eighteen (18) years and agrees with the objectives of the society may become a member of the Society upon payment of fees.
Membership may be purchased anytime during the year and membership is valid for twelve (12) consecutive months. Memberships will expire on the last day of the twelfth (12th) month.
Membership fee, if any, shall be determined from time to time and set by the Board of Directors.
Voting rights of a member come into effect 30 days after becoming a member.
CESSATION / TERMINATION OF MEMBERSHIP
With two-thirds (2/3) vote, the Board may in its sole discretion expel any member for any reason which the Board considers appropriate.
Unpaid membership fees will result in a cessation of the membership until the fees are paid in full.
Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Secretary.
BOARD OF DIRECTORS
The Board shall be comprised of a maximum of four (4) Officers and six (6) Directors.
The Officers are the President, Vice-President, Secretary, Treasurer or Secretary-Treasurer.
Directors at Large: A maximum of six (6) in total and will be filled provided there are members willing to do so.
The Board may appoint a member from the Society to fill any Board vacancy, until the next AGM.
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 director before the appointment or election, or within ten days after the appointment or election, or if they acted as a director pursuant to the appointment or election.
PRESIDENT
The President shall, when present, preside at all meetings of the society and of the board. In his /her absence, the Vice President shall preside at such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
The President shall be responsible to provide a written report on all activities of the society at the AGM.
The President shall have a vote at all meetings.
The President shall be an ex-officio member of all Committees.
VICE PRESIDENT
The Vice President shall assist the President in all activities and will carry out other duties assigned by the President.
In the event of absence, resignation, incapacity or extended leave of absence of the President, the Vice President shall fulfill the duties of the President until the next elections at the AGM. The President’s position remains vacant until the new President is elected or appointed at the next AGM.
In the absence of both the President and Vice President at a meeting, a Chairperson may be elected or appointed at the meeting to preside.
SECRETARY
It shall be the duty of the Secretary to attend all General Meetings of the Membership and Meetings of the Board, to keep accurate minutes of the same and to prepare these for distribution.
In the absence of the Secretary, his/her duties shall be reassigned to a director as maybe appointed by the board.
The Secretary shall have charge of all the correspondence and /or documentation of the society and be under the direction of the President and the board.
The Secretary shall keep a record of all members of the Society and their contact information and shall send all Society correspondence / notices as required.
The Secretary shall have charge of the seal of the Society, which seal whenever used, shall be authenticated by the signature of the Secretary, and the President, or in the case of the death or inability of either to act, by the Vice President.
TREASURER
The Treasurer shall have charge of all the financial records and financial transactions and/or documentation of the society and shall be under the direction of the President and the board.
The Treasurer shall properly account for the funds of the Society, keep such books as may be directed and disburse funds as required.
The Treasurer shall present a detailed accounting of receipts, disbursements and financial reports that outline the bank balances of all bank accounts at each regular meeting of the Board.
The Treasurer shall prepare a full detailed account for submission to the Annual General Meeting of the Membership and present a duly audited statement of the financial position of the society, submitting a copy of the same to the Secretary for the record of the Society
The signing authorities of the financial accounts will be a minimum of two elected Officers of the Society.
The Treasurer is required to attend “EBS” events to maintain financial oversight, ensurinmg all monies are collected, reconciled and safely deposited following the event.
In the absence of the Treasurer, the Treasurer's duties shall be discharged by such officer as may be appointed by the Board.
OFFICERS & DIRECTORS AT LARGE
Any member of the Society who has been duly nominated by a member at an AGM and elected into office, shall become a Director.
Directors are expected to attend Board Meetings and Society functions. Directors with three (3) or more consecutive “unexcused” absences from Regular Meetings of the Board or EBS functions, may be removed from the Board, by majority vote of the remaining board members.
Board members are expected to act in a manner that supports, promotes and advances the goals, objectives and reputation of the Edmonton Blues Society. The board may remove any Officer/Director from his/her position for the duration of the term of office, by majority vote of the remaining board members, for failure to comply.
All members of the board shall:
Attend Annual General Meetings and Special General Meetings of the Membership.
Be prepared for, attend and actively participate in all meetings of the Board.
Actively support the initiatives and actions of the Society.
Approve where appropriate, policy(ies) and other recommendations received from its standing committees.
Review the bylaws and recommend board-approved bylaw changes to its membership.
Review the Board’s structure, approve changes, and prepare necessary bylaw amendments.
Allow for opinions and positions of all members to be voiced and heard in a safe, respectful environment.
Strive to reach consensus in all areas. If a consensus cannot be reached, Board Members will accept, adhere to and support the majority decision of the Board.
Address operational concerns openly and with input from Board Members.
Address personal concerns relating to Board Members’ roles privately, constructively, respectfully and in a timely manner.
Directors wishing to resign from the Board may do so upon written notice to the Secretary of the Board.
MEETINGS
ANNUAL GENERAL MEETING
An Annual General Meeting of the Membership shall take place on or before August 31, in each year, by providing no less than 14 days’ notice using a newsletter, website, email, text and/or social media. If a Special Resolution is proposed, no less than 21 days’ notice will be required.
Only the matters set out in the notice for the AGM may be considered at the AGM.
Meetings may occur in person or virtually, including but not limited to telephone conference call, video conference call or another online meeting format.
At this meeting, there shall be elected a board of directors.
The Directors so elected shall form a board and shall serve until the end of the meeting at which their successors were elected.
Following the AGM, the elected board shall appoint its President, Vice-President, Secretary, Treasurer or Secretary-Treasurer and determine signing authority.
Quorum at an Annual General Meeting shall be seven (7) voting members, two (2) of whom shall be appointed Officers of the society.
If quorum cannot be attained at the meeting, the meeting will adjourn and following a 30 minute break, the members in attendance at the AGM will constitute a quorum for the purpose of conducting AGM business such as election of Directors, determining signing authority and approval of financial statements.
"Roberts Rules of Order" in the latest edition shall be the guide to parliamentary procedure.
Attendees at an AGM are limited to members or guests invited by the board.
SPECIAL GENERAL MEETING OF THE MEMBERSHIP (SGM)
A Special General Meeting of the Membership (SGM) may be called at any time by the Secretary upon instructions of the President providing no less than 10 days’ notice in writing using a newsletter, website, email, text and/or social media, or 3 days’ notice verbally by telephone or in person, to all Board Members setting forth the reasons for calling such meeting. If a special resolution will be proposed, no less than 21 days’ notice will be required, specifying the intention of the Special Resolution.
Meetings may occur in person or virtually, including but not limited to telephone conference call, video conference call or another online meeting format.
Only the matters set out in the notice for the SGM may be considered at the SGM.
Quorum at an SGM shall be seven (7) voting members, two (2) of whom shall be elected Officers.
REGULAR MEETINGS OF THE BOARD
Meetings of the Board shall be held as often as required to accomplish duties, or least once every two (2) months and meetings shall be called by the President.
The Board shall, subject to its bylaws and/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.
Meetings may occur in person or virtually, including but not limited to telephone conference call, video conference call or another online meeting format.
Regular Meetings of the Board shall be called by ten (10) days' notice by electronic mail to all board members, or 3 days’ notice by telephone, text message or in person, if the date was not set at the previous meeting.
Quorum at a Regular Meeting of the Board shall be four (4) Directors, one of whom must be an Officer.
Regular Meetings of the Board may be held without notice if a quorum of the board is present, provided that any business transactions at such a meeting shall be ratified at the next Regular Meeting of the Board; otherwise they shall be null and void.
“Roberts Rules of Order" in the latest edition shall be the guide to parliamentary procedure.
Board meetings are attended by all Directors. The Secretary, on behalf of the Board, may invite members or non-members to attend a board meeting for the purpose of presenting information relevant to the business of the society. Such invitations will be made fourteen (14) days prior to a meeting by electronic communication. Invited members or non-members will attend only during the agenda item(s) for which they have information to present. Non-board members granted their request will attend only during the agenda item(s) for which they are presenting.
SPECIAL MEETING OF THE BOARD
Special Meeting of the Board shall be called by the Secretary upon the instructions of any 2 board members, by providing no less than 10 days’ notice in writing using a newsletter, website, email, text and/or social media, or 3 days’ notice verbally by telephone or in person, to all Board Members setting forth the reasons for calling such meeting.
Quorum at a Special Meeting of the Board shall be any four (4) board members.
Meetings may occur in person or virtually, including but not limited to telephone conference call, video conference call or another online meeting format.
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 the Society elected for that purpose at the Annual General Meeting.
A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual General Meeting of the Society. The fiscal year end of the Society in each year shall be February 28 (29th in a leap year).
The books and records of the Society may be inspected by any member of the Society at the Annual General Meeting or at any time upon request with reasonable notice and arranging a time satisfactory to the officer or officers having charge of same.
Each board member shall have access to such books and records.
SPECIAL RESOLUTION
Special Resolution will mean a resolution passed at an Annual General Meeting or Special Meeting of the Membership, of which not less than 21 days’ notice in writing using a newsletter, website, email, text and/or social media, or provided verbally by telephone or in person, specifying the intention to propose the resolution has been duly given and
By the vote of not less than 75% of those members, who if entitled to so, vote in person or by proxy,
a resolution proposed and passed as a special resolution at a general meeting or special meeting of which less than 21 days’ notice has been given, if all the members entitled to attend and vote at the general meeting or special meeting so agree, or
a resolution consented to in writing by all the members who would have been entitled at a general meeting or special meeting to vote on the resolution in person or, where proxies are permitted, by proxy.
ELECTION PROCESS
Board Members are elected by the voting members at an AGM held annually on or before August 31.
Candidates must be voting members in good standing.
Notification of the nomination procedure will be included with the notice of the election.
The term of office shall be complete at the end of the meeting at which successors were elected, unless written resignation is submitted to the board.
A maximum number of three (3) consecutive two-year terms, may be served in the same “Officer” or “Director” position on the board. The exception to this term limit, is the Treasurer’s position, which is not limited.
Any vacancy occurring during the year may be filled at the next board meeting.
VOTING
Any member who has not withdrawn from membership nor has been suspended or had their membership revoked, shall have the right to vote at any meeting of the Society, provided they have been a member for at least 30-days prior to the meeting.
A member may delegate a Proxy to one (1) member in attendance at an Annual General Meeting or Special General Meeting of the Membership (SGM).
A member in attendance may carry only one proxy vote.
The President shall have a vote at all meetings.
REMUNERATION
Officers and Directors at Large shall not directly or indirectly receive compensation simply for being named a director. However, they may be reimbursed for reasonable expenses incurred in the performance of their duties with approval of the board for said expenses.
BORROWING POWER
For the purpose of carrying out its objectives, the Society may borrow or raise or secure the payment of money in such manner as it sees fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Society, and in no case shall debentures be issued without the sanction of a special resolution of the society.
BYLAWS
All members are responsible to behave in accordance with the bylaws and objectives of the Society.
The bylaws may be rescinded, altered or added to by a "Special Resolution". Changes to the bylaws do not come into effect until the Special Resolution(s) is registered at Corporate Registry. Special Resolution(s) sent to the Corporate Registry shall be dated and verified by a person authorized by the Society.
DISSOLUTION
After the corporation is dissolved and all its debts are paid, its remaining property will be distributed or disposed of to qualified not-for-profit organization(s) in the province of Alberta.