CARP CALGARY CHAPTER ASSOCIATION
January 11, 2006
Amended June 30, 2006
Amended 1 May 2010
Approved 26 May 2010
BYLAWS
Contents
BYLAWS 1
Preamble 3
Article I – Membership 3
Article II – Meetings of Members 4
Article III – Board of Directors 5
Article IV– Officers 8
Article V– Liability and Indemnification 9
Article VI –Financial 9
Article VII – Property 10
Article VIII – Execution and Certification of Instruments 10
Article IX – Offices 10
Article X – Withdrawal of Chapter Recognition and Dissolution 11
Article XI – Bylaw Amendment 11
Preamble
The name of the Association is the CARP Calgary Chapter Association which is also referred to as the Calgary Chapter.
The following articles set forth the Bylaws of the Calgary Chapter.
Article I – Membership
1. Members – The membership shall be limited to persons who are members in good standing of CARP (Canadian Association of Retired Persons) whose application for membership has been received and membership fee paid to the Calgary Chapter. Failure to maintain membership in good standing in CARP shall automatically result in the termination of an individual’s membership in the Calgary Chapter.
2. Membership Fee – The membership fee for members shall be determined by the Board of Directors from time to time and approved by the members at an Annual General Meeting. The membership year is 1 January to 31 December.
3. Rights of Members – All members shall be entitled:
a. Receive notice of meetings.
b. Attend any meeting.
c. Speak at any meeting.
d. Exercise other rights and privileges given to Members in these bylaws.
4. Withdrawal from Membership – Any member may withdraw from the Calgary Chapter by submitting a written resignation to the Secretary. Dues will not be refunded. Any member who does not pay their dues within 90 days of the beginning of a new membership year will be deemed to have submitted a letter of resignation.
5. Expulsion – Any member may be removed by a vote of three-quarters (75%) of the votes cast at a Special General Meeting of members called for the purpose of removing the member.
6. List of Members – A list of the names and addresses of members of the Calgary Chapter in good standing shall be maintained at the Calgary Chapter Head Office.
Article II – Meetings of Members
7. Annual General Meeting – The Annual General Meeting shall be held in Calgary within six months of the end of the previous membership year. Normally this meeting will be held in May. The Annual General Meeting deals with the following matters:
a. Adopting the agenda.
b. Adopting the minutes of the last Annual General Meeting.
c. Considering the Chairman’s report.
d. Reviewing the financial statements setting out the Association’s income, disbursements, assets and liabilities and the auditor’s report.
e. Electing Directors.
f. Considering matters specified in the meeting notice.
8. General Meetings – A minimum of four (4) General Meetings shall be held in Calgary during each calendar year. One (1) of these meetings shall be the Annual General Meeting.
9. Special General Meeting – Special General Meetings may be called at any time by the Chairman, by special resolution of the Board, or when requested in writing by ten (10) members. The reason for the meeting must be specified in the notice for the meeting, and only matters arising from the Special Resolution may be discussed.
10. Notice – Notice of the time and place of The Annual General Meeting and a General Meeting shall be given to all members at least fifteen (15) days prior to the date of the meeting. Notice of the time and place of a Special General Meeting shall be given to all members at least twenty-one days (21) prior to the date of the meeting. Notice shall be made by:
a. Mailing a written notice to each member at the address appearing on the list of members.
b. Publishing the notice in a publication distributed to all the members.
11. Quorum – A quorum shall consist of:
a. Twenty (20) members for the Annual General Meeting and a General Meeting.
b. Twenty-five (25) members for a Special General Meeting.
c. A simple majority of Directors for a Board Meeting.
12. Failure to Reach Quorum.
a. Annual General Meeting. The Chairman cancels the Annual General Meeting if a quorum is not present within one-half (1/2) hour after the set time. If cancelled, the meeting is rescheduled for two (2) weeks later at the same time and place. If a quorum is not present within one-half (1/2) hour after the set time of the second meeting, the meeting will proceed with the Members in attendance.
b. Special General Meeting. The Chairman cancels the Special General Meeting if a quorum is not present within one-half (1/2) hour after the set time. The meeting will be rescheduled at a time and date the Chairman is confident a quorum can be established.
c. Board Meeting. The Chairman cancels the meeting if a quorum is not present within one-half (1/2) hour after the set time. The meeting will be rescheduled at a time when the Chairman is confident a quorum can be established.
13. Voting
a. Each member may cast one (1) vote on each motion coming before the Annual General Meeting, a General Meeting and a Special General Meeting.
b. All votes shall be a show of hands unless the Chairman determines a secret ballot is required or it is requested by 10 members.
c. When a vote by a show of hands has been made a declaration by the Chairman of the meeting that the vote has been carried or lost.
d. Normal resolutions require a simple majority of the votes cast. Special Resolutions considered at a Special General Meeting require a two-thirds (66%) majority to pass.
14. Guest Speakers – The Board of Directors may, from time to time, invite guest speakers to any meeting of the members.
Article III – Board of Directors
15. Number, Election and Term – The business and affairs of the Calgary Chapter shall be managed by a Board of not more than twelve (12) Directors, elected at an Annual General Meeting and the immediate Past Chairman who holds office by virtue of appointment. Directors are elected for a term of three years.
16. Qualification – A Director shall be a member in good standing of the Calgary Chapter.
17. Election and Appointment of Directors – A member may be nominated as a Director at any Annual General Meeting, provided that not less than five (5) days and not more than thirty (30) days before the day of the meeting, the following documents are delivered to the Secretary of the Calgary Chapter:
a. A written notice signed by two members signifying their intention to nominate the member at the annual meeting.
b. The written consent and undertaking of the nominated member to act as a Director, if elected.
c. A resume of the proposed nominee’s background.
18. Any vacancies on the Board occurring between elections may be filled by the Board, until the next Annual General Meeting at which time the appointed director must stand for election.
19. Re-election – A director may stand for re-election at the end of their term.
20. Removal –
a. Members may remove any Officer or Director before the end of the incumbent’s term by a Special Resolution at a Special General Meeting.
b. An Officer or Director may be removed for cause by a seventy-five percent (75%) majority of the Board.
c. An Officer or Director who fails to attend three consecutive Board meetings may be removed from office by a simple majority vote of the Board Members.
21. Termination of Directorship – The office of Director shall be automatically vacated if the Director:
a. Ceases to be a member.
b. Resigns his office by delivering a written resignation to the Secretary.
c. Is found to be of unsound mind.
d. Is an un-discharged bankrupt.
e. Is convicted of a criminal offence.
f. On death.
22. Meetings and Notice
a. Meetings of the Board shall be held at such time and place as the Chairman, or any four (4) Directors may determine.
b. The Secretary shall call meetings when authorized by the Chairman, or any four (4) Directors.
c. Written notice of every meeting shall be given to each Director not less than forty-eight (48) hours prior to the meeting, provided that any notice given by mail shall be sent seven (7) days prior to the meeting.
d. No notice of a meeting shall be necessary if all the Directors are present or if those absent waive notice of such meeting.
e. If all the Directors consent a meeting of Directors may be held by means of telephone, video conference, or other electronic facilities provided all persons participating in the meeting are able to hear each other. A Director participating in such a meeting is deemed to be present at that meeting.
23. Remuneration and Expenses.
a. The Officers and Directors shall serve as such without remuneration and no Officer or Director shall directly or indirectly receive any profit from their position.
b. An Officer or Director may be reimbursed reasonable expenses incurred in the performance of their duties.
c. An Officer or Director who is a member of a firm engaged in any business or profession may be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Calgary Chapter. The Officer or Director must declare such interest and comply with all applicable laws in respect thereof.
24. Powers. – The Directors may exercise all the powers of the Calgary Chapter which are not reserved for the members at the Annual General Meeting.
25. Rules and Regulations. – The Board may prescribe rules and regulations relating to the management and operation of the Calgary Chapter.
26. Expenditures – The Directors shall have the power to authorize expenditures deemed to further the objects of the Calgary Chapter.
27. Committees –
a. The Board of Directors may appoint committees for any purpose.
b. The Board shall define the duties and powers of each committee.
c. The Board shall appoint the Chairman for each committee.
d. Members of committees shall not receive any remuneration for their services.
e. Members of committees may be reimbursed for actual expenses which the Board deems appropriate.
Article IV– Officers
28. At the first meeting of the Board following the Annual General Meeting, the Directors shall elect from amongst their own numbers the following officers:
a. Chairman.
b. Vice- Chairman.
c. Secretary.
d. Treasurer.
29. A Director may only hold one Officers position at a time.
30. The new Board will meet as quickly as possible after being elected. The outgoing Chairman will be responsible for calling the first meeting of the new Board.
Duties of Officers
31. Chairman – The Chairman chairs all meetings of the Board, the Annual General Meeting, Special General Meetings, and General Meetings. The Chairman is the spokesperson for the Calgary Chapter. The Chairman is an ex-officio member of all Committees.
32. Past Chairman – The immediate Past Chairman is the person who has just relinquished their office to the current Chairman. The immediate Past- Chairman is an Ex-Officio non-voting member of the Board. The immediate Past Chairman shall be available to the Board for advice and consultation. The immediate Past Chairman shall perform duties and exercise powers as delegated by the Board.
33. Vice- Chairman – During the absence or inability of the Chairman to act, the Vice- Chairman shall exercise the duties of the Chairman. The Vice- Chairman shall perform such other duties prescribed by the Board.
34. Secretary – The Secretary shall ensure all notices required to be given to members, Directors, auditors and members of committees. The Secretary shall ensure minutes are produced for these meetings. The Secretary shall ensure all books, papers, records, documents and other instruments belonging to the Calgary Chapter are safeguarded. The Secretary shall perform such other duties prescribed by the Board.
35. Treasurer – The Treasurer shall ensure full and accurate financial records are maintained. These records will include records for the deposit of money, the safekeeping of securities, and the disbursement of the funds. The Treasurer shall provide a financial report to each Board meeting and an annual financial report for the membership year which has just ended to the Annual General Meeting. The Treasurer shall perform other duties prescribed by the Board.
36. Other Directors – The duties of all other Directors of the Calgary Chapter shall be determined by the Board.
Article V– Liability and Indemnification
37. Indemnification. – Every member of the Chapter who performs service on behalf of the Chapter, and their heirs, executors and administrators, as well as their estate and effects, shall be indemnified and saved harmless out of the funds of the Chapter for:
a. All costs, charges and expenses that they sustain or incur respecting any action, suit or proceeding that is brought, commenced or prosecuted against them in respect of any act, deed, matter or thing made, done or permitted by them in the execution of the duties of their office.
b. All other costs, charges and expenses that they sustain or incur in relation to the matter, except costs, charges or expenses occasioned by their wilful neglect or default.
38. The member must have acted honestly and in good faith with a view to the best interests of the Chapter, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, must have had reasonable grounds for believing that their conduct was lawful.
Article VI –Financial
39. Budget – The Treasurer shall prepare and present to the Board for approval a budget for each fiscal year. Normally this budget will be approved at the first meeting of the Board in each membership year.
40. Fiscal Year – The fiscal year of the Chapter is 1 April to 31 March.
41. Financial Statements – The Treasurer shall present to the Annual General Meeting financial statements which include a Balance Sheet, a Statement of Revenue and Expenditures, and the auditor’s report for the membership year which as just ended . One (1) copy of these financial statements will be forwarded to CARP annually on acceptance and ratification by the Calgary Chapter. One copy will be filed with the Annual Return to AB Registry.
42. Audit – Two members from the membership shall be selected to audit the Calgary Chapter’s financial records. One of these members may be a Director without signing authority. These individuals will normally be appointed at the first meeting of the Board in each year to conduct the audit for the membership year which has just ended.
43. Designated Funds – When the Calgary Chapter receives funds which have been donated for a specific purpose, these funds shall be shown in the financial records separately from the general funds of the Calgary Chapter.
44. Investments – Funds of the Calgary Chapter may with the approval of the Board be invested in easily accessible accounts insured by CDIC.
45. Cash – All un-invested funds shall be deposited with a chartered bank or trust company.
46. Operation of Accounts –The Treasurer is responsible for all bank accounts. Cheques require two signatures. Signing authorities will be assigned by the Board at the first meeting following the Annual General Meeting
47. Borrowing – The Board of the Calgary Chapter may not:
a. Borrow money.
b. Issue debentures or other securities.
48. Records – The books and records of the Chapter may be inspected by any member in good standing of the Chapter at the Annual Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the Secretary. Each member of the Board shall have access to the books and records.
Article VII – Property
49. Acquisition and Improvement of Real Property – No real property shall be purchased or any capital expenditure on it is made or authorized without the prior approval of the Board.
50. Sales of Real Property – No real property no matter how used or held may be sold, mortgaged, or otherwise encumbered without the prior approval of the Board.
Article VIII – Execution and Certification of Instruments
51. Signature. – Documents that require the signature of the Chapter must be signed
a. by the Chairman or Vice- Chairman; and
b. one other Director.
52. Binding Effect. A document signed in accordance with paragraph 51 is binding upon the Chapter without further authorization or formality.
Article IX – Offices
53. Head Office –The Head office will be located at such place therein as the Board determines.
54. Other Offices – The Calgary Chapter may establish such other offices and agencies elsewhere within Southern Alberta as the Board may deem expedient.
Article X – Withdrawal of Chapter Recognition and Dissolution
55. The Calgary Chapter shall be operated in conformity with the purposes and objectives set forth by the CARP Bylaws and the policies and standards formulated by the Board of Directors of CARP. The Board of Directors of CARP may withdraw recognition of the Calgary Chapter as a local chapter of CARP for:
a. Recurrent failure to conform to the policies and standards of CARP.
b. A failure of the Calgary Chapter to comply with any of the provisions contained in the Calgary Chapter Bylaws.
56. Such recognition shall be withdrawn only after investigation of the situation by the Board of Directors of CARP. In the event recognition is withdrawn, the Calgary Chapter shall have an opportunity to be heard by a committee of the Board of Directors of CARP.
57. Upon withdrawal of recognition the Chapter shall not, without written consent of CARP, conduct affairs, identify, or present itself out to the public as a local Chapter or affiliate of CARP.
58. Dissolution. The members may approve the dissolution of the Calgary Chapter by a special resolution at a Special General Meeting. If the Chapter is dissolved:
a. Funds held in the Gaming Account or Consolidated Gaming Account or assets purchased with gaming proceeds will be returned or distributed to another charitable organization with the approval of the Alberta Gaming and Liquor Commission Board.
b. Funds held in accounts other than the Gaming Account or Consolidated Gaming account and assets not purchased with gaming proceeds, will, after paying off all debts, be distributed to an Alberta registered charitable organization.
c. Members will select the organization by Special resolution at the meeting where it is decided to dissolve the Association.
d. No Member may receive any assets of the Association.
Article XI – Bylaw Amendment
59. Amendment – The bylaws of the Calgary Chapter can only be amended by a special resolution of the members in good standing at a Special General Meeting.
60. Amended bylaws shall not be acted upon until they have been registered with AB Registry.
