CROATIAN HERITAGE SOCIETY GENERAL BY-LAW

Approved by its members on September 9, 2018

Note: as of Sept 2024, an amendment to these bylaws is in process of being filed with the Alberta Corporate Registry.

ARTICLE I – GENERAL

  • NAME

The name of the society is the “Croatian Heritage Society”, referred to in these By-laws hereafter as “the Society” or as “CHS”.

  • OPERATIONS
1.2.1 OBJECTIVES

The objectives of the Society as outlined in the Society’s Articles of Incorporation are: 

  1. To preserve and promote Croatian Cultural Heritage
  2. To provide for the recreation of the members and to promote and afford opportunity for friendly and social activities. 
  3. To acquire lands, by purchase or otherwise, erect or otherwise provide a building or buildings for social and community purposes.
  4. To encourage and promote amateur games and exercises.
  5. To provide a meeting place for the consideration and discussion of questions affecting the interests of the community.
  6. To carry on a literary and debating club for the discussion of topics of general interest, and to encourage the practice of public speaking amongst its members.
  7. To procure the delivery of lectures on social, educational, political, economic and other subjects, and to give and arrange musical and dramatic entertainment.
  8. To establish and maintain a library and reading room.
  9. To provide all necessary equipment and furniture for carrying on its various objects.
  10. To provide a centre and suitable meeting place for the various activities of the community.
  11. Generally to encourage and foster and develop among its members a recognition of the importance of agriculture in the national life.
  12. To sell, manage, lease, mortgage, dispose of, or otherwise deal with the property of the society.
  • REGISTRATION 

The Society is registered with Alberta Corporate Registries, Service Alberta, under Corporate Access Number 503399594. The Society files an annual report and financial statement on an annual basis. The Society operates chiefly out of the City of Calgary, Province of Alberta. 

  • DEFINITIONS    

Words in these By-laws importing the singular number or the masculine gender shall include the plural number or the feminine gender and vice versa, and references to persons shall include organizations, Societies, firms and corporations; 

  1. “Member” are all General Members of the Society, shall have the meaning ascribed in Article II.
  2. “Registered Member” shall mean Article II members who have registered one or more valid email addresses and phone numbers in the CHS electronic database.
  3. “Board” means the Board of Directors of the Society as defined in Section 3.2 and Article IV.
  4. “Board Member” shall mean any member(s) who is elected to the Board of Directors by the Members of the Society. It has the same meaning as the term “Director”.
  5.  “Executive” shall mean those Members of the Society elected into the roles of President, Vice-President, Secretary and Treasurer, with the responsibilities described in Section 4.3.
  6. “Policy” shall mean a documented procedure or guideline that clearly states the intended practice for Society Members and their families and the Board of Directors. Policy is established or modified from time-to-time by the Board of Directors and made accessible to Members or communicated as is pertinent. 
  7. “Administrator” is a role that is determined by the Board to facilitate the Society’s member registration and communication, and to provide logistical support for specific fund-raising and supplemental activities of the dance and music programs. 
  8. Supplemental Activities” to the dance and music programs shall mean elements that are not funded by the Alberta Gaming and Liquor Commission (“AGLC”) and parental engagement is required to enable funding for tours, festivals, competitions, Clinics and clinicians and music equipment.  
  9. Operations Committee” shall mean a standing committee of two (2) to three (3) Board Members who provide guidance and decision-making on day-to-day operations to the Administrator.

ARTICLE II – MEMBERSHIP

2.1 CATEGORIES OF MEMBERS

There shall be two (2) categories of membership in the Society, namely Adult Membership for members 18 years of age and older, and Family Membership for families with one or more members under the age of 18 years. All members or their families must hold one of these types of membership of the Society. 

  1. Adult Membership: any person residing in Alberta, and being a full age of 18 years, shall be entitled to one vote per member at all meetings of the members of the Society and shall pay annual membership dues, as determined by the Board of Directors. 

 

  1. Family Membership: families with one or more members under the age of 18 years, shall be entitled to one vote per family at all meetings of members of the Society and they shall pay annual membership fees, as determined by the Board of Directors. The family must appoint one of its members to vote on the family’s behalf. That appointed voting member must be over the age of 18 years. 

 

  1. Members may withdraw their membership from the Society and have their names removed from the Register of Members by submitting written notice to the Secretary of the Society of their intent. 
2.2 MEMBERSHIP FEES
  1. Fees, if any, in the Society shall be determined from time to time by the Board of Directors. 
  2. Fees, Board of Directors, must be paid no sooner than  30 days from the date the fee is determined and no later than a date as determined by the Board of Directors, with discretion.

2.3 MEMBERSHIP YEAR

A membership year shall be from July 1 to June 30 of the following year.

2.4 RIGHTS AND PRIVILEGES OF MEMBERS
  1. Members shall be entitled to:
  2. Receive notice, attend and participate in all meetings of Members or of the Board of Directors, except in-camera agenda items
  3. An Adult or Family Member in good standing is entitled to one (1) vote at any meeting of the Members of the Society

iii. Enjoy all benefits arising from membership in the Society

  1. Exercise the rights and privileges given to Members in these By-laws
  2. Inspect all books of record or account maintained by the Society at any time, upon providing the Society written notice of at least twenty-one (21) days.
  3. A Member is deemed to be in good standing when:
  4. The Member has paid any and all required fees owing to the Society
  5. The Member has completed all required volunteer obligations as prescribed by the Board of Directors on an annual basis

iii. The Member is not suspended as a Member as provided for under Article 2.8

2.5 MEMBER’S RESPONSIBILITY

Members shall:

  1. Abide by the By-laws and Policies of the Society 
  2. Register and maintain at least one valid email address and telephone number in the Society’s members register
  3. Understand that the Society is volunteer-run organization and strives to represent the interests of all families, to be engaged to the full extent possible, and treat fellow volunteers with respect
  4. Participate and promote in activities as outlined by the Society.

 

2.6 REMUNERATION 

No Member acting on behalf of the Society shall receive any remuneration.  However, a Member providing services outside the scope of the Society as defined in Section 2.5, may receive remuneration for those services.

2.7 RESIGNATION OF MEMBERS

  1. A Member may resign from the Society by submitting a letter of resignation to the Board of Directors. Members who choose to resign shall forego the rights specified within Section 2.4 and some of the benefits.
  2. Once the notice is received, the Member’s name will be removed from the Register of Members. The member is considered to have ceased being a Member on the date their name is removed from the Register of Members.
  3. The membership of a Member is ended upon their death.
2.8 WITHDRAWAL FROM MEMBERSHIP
  1. Any Member of the Society may be expelled or suspended from membership by a resolution passed by seventy-five percent (75%) of the Board of Directors for any cause which the Board may deem reasonable including, but not limited to:
  1. failure to abide with the By-laws or Policies of the Society
  2. acting in a disloyal manner towards the Society including, but not limited to,  verbal and/or physical abuse at any meetings or functions of the Society
  3. any conduct which endangers the interest or reputation of the Society
  1. Any member under consideration of being expelled or suspended contravening 2.8.a shall be notified in writing of the charge or complaint and shall be given thirty (30) days from the date of delivery of such notice to state why they should not be expelled or suspended. The notice will be sent by either mail, or by any other electronic means (to the last known physical or electronic address), or in person by the President or Vice President of the Society. 
  2. The Member will have an opportunity to appear before the Board to address the complaint. A final determination will then be made by the Board of Directors, unless there is a conflict of interest, on how the matter will be dealt with and under what circumstances, if any, the member may be reinstated. The decision of the Board is final. 
  3. If a Member has not paid the annual fees within thirty (30) days following the date the fees are due, the Member is considered to have submitted their resignation. 
  4. The Society may, by Special Resolution at a Special General Meeting called for such specific purpose, expel any Member for any cause which is deemed to endanger the interest or reputation of the Society. 

2.9  TRANSMISSION OF MEMBERSHIP

No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies, or has withdrawn its membership, as the case may be, under Article 2.8.

ARTICLE III – MEETINGS OF MEMBERS 

3.1 ANNUAL GENERAL MEETING (AGM) 
  • The Annual General Meeting (AGM) will be held within ninety (90) days of the start of the membership year, at such time and place as determined by the Board of Directors. 
  • Electronic notice shall be provided to all Members at least fourteen (14) days prior to the meeting. Error or omission in giving notice of any meeting shall invalidate the meeting and any proceedings arising from that meeting.  
  • The Agenda for the Annual General Meeting shall include:
  1. President’s report of the previous year’s activities
  2. Treasurer’s report and the reviewed financial statements from the preceding year
  3. Any special resolution or other business of the Society requiring Member vote 
  4. Biennial Election of the Board of Directors for a 2-year term 
3.1.4 QUORUM

  Attendance by  fifty percent (50%) plus one (1) Members defined in Section 2.1, is a quorum.

3.1.5 VOTING

Voting shall be made by Members defined in Section 2.1, by ballot. During the election of the Directors, when two or more people are nominated for the same position, a secret ballot is needed. If there is only one person nominated, the position shall be filled by acclamation. 

3.1.6. NOMINATIONS

  1. No fewer than 30 days prior to the Society’s AGM, the Board of Directors shall seek nominations of eligible Members of the Society to be considered for available positions on the Board of Directors. The notice, which will be circulated by electronic means, will consist of the nomination process for potential board members. 
  2. Nominations must be signed by the candidate if the candidate accepts such nomination. The nomination notice must be completed and be submitted at least 10 days in advance of the AGM to the Secretary of the Society. Nominations will be closed 10 calendar days prior to the AGM.
  3. A notice of candidates will be sent to the Membership by electronic means. Nominations shall not be accepted from the floor. 
3.2 BOARD OF DIRECTORS MEETINGS

3.2.1 Meetings of the Board of Directors shall take place no less than once every month.

3.2.2 Electronic notice shall be given to all Board Members at least five (5) days prior to each Board of Directors meeting. Any Member of the Society is welcome to attend as an observer and to provide input.  Error or omission in giving notice of any meeting invalidates any motions voted upon at the meeting. 

3.2.3 The Agenda for the Board of Directors Meetings shall include, but not limited to:

  1. Call to Order; Approval of Proposed Agenda  
  2. Approval of Minutes; Business arising from the Minutes 
  3. Report of Artistic Director
  4. Report of the Operations Committee (as tabled in the approved agenda)
  5. Report of the Treasurer 
  6. New Business (as tabled in the approved agenda)
  7. Reports of active committees (as tabled in the approved agenda) 
  8. Upcoming Meetings – proposed agenda, new business and scheduling
  9. Adjournment
3.2.4 QUORUM

Attendance by at least five (5) Board Members outlined in Section 4.2 is a quorum.

3.2.5 VOTING

Voting shall be made by the Board Members eligible to vote as defined in Article IV by a show of hands, unless a ballot is requested by any five (5) Members in attendance. Motions will be passed by a simple majority (51%) except for:

  1. a) Policy changes – new or modified Policy
  2. b) Special resolutions

Changes to Policy and special resolutions require a majority vote of at least seventy-five percent (75%) of the Board Members in attendance.

3.3 SPECIAL MEETINGS
3.3.1 Calling of a Special Meeting

A Special Meeting shall be called by the President or Secretary upon the receipt of:

  1. a special resolution of the Board of Directors to that effect or
  2. a written request of at least twenty-five (25) of the Regular Members 

The meeting request must state the reason for the Special Meeting and the motion(s) intended to be submitted at such Special Meeting.

3.3.2 Electronic notice shall be given to all Registered Members at least five (5) days prior to the Special Meeting. Error or omission in giving notice of any meeting invalidates any motions voted upon at the meeting. 

3.3.3 The Agenda for the Special Meeting will consist of only those matters set out in the notice for the Special Meeting.

3.3.4 QUORUM

Attendance by at least five (5) Board Members is quorum for a special resolution of the Board of Directors.

When the Special Meeting is triggered by a written Member request, attendance by at least fifty percent (50%) plus one (1) General Members and one member of the Executive is required for quorum. Attendance by a member of the Executive shall not be unreasonably withheld.

3.3.5 VOTING

Voting shall be made by the General Members and Board Members in attendance by a show of hands unless a ballot is requested by any five (5) Members.  A majority of at least seventy-five percent (75%) of the members in attendance is required to pass the resolution.

3.4 ADJOURNMENTS OF MEETINGS

Any meetings of the Society may be adjourned at any time, by a simple majority vote of the Members present.

ARTICLE III – BOARD OF DIRECTORS

4.1 ELECTION

(i) All Directors shall be elected from and by the Members, as defined in Article II, at the Annual General Meeting by ballot. Members as defined in Section 2.1 may be elected to the Board of Directors. Elected Board Members shall hold office for a two year term and will be effective from the date of the Annual General Meeting until the Annual General Meeting at the end of the second year term. 

(ii) Directors can be re-elected for no more than two (2) consecutive 2 year terms in any capacity.

(iii) Members must be in good standing with all fees paid for 12 consecutive months in order to be eligible to become a member of the board of directors. 

4.2 COMPOSITION

The Board of Directors shall consist of the following positions:

  • President 
  • Vice-President 
  • Treasurer 
  • Secretary
  • Three (3) Directors at large from the Membership

 

Up to two (2) individual positions within the Board of Directors may be shared by one Board Member if and when a vacancy shall arise, and only until such point as when a replacement has been elected to fill the vacancy. 

The Past President may hold an advisory position on the Board, exempt from the count of Directors-at-large.

4.3 BOARD POWERS AND RESPONSIBILITIES
4.3.1 COLLECTIVE RESPONSIBILITY

The Board of Directors are collectively responsible to:

  1. Adopt and monitor key operating Policies and procedures, and support the implementation of Policy
  2. Administer the Society’s financial affairs, review auditor’s statement and recommendations
  3. Delegate responsibility for the Society’s day to day operations to the Operations Committee, and support its actions
  4. Review and approve annual plans and budgets
4.3.2 BOARD MEMBER RESPONSIBILITIES

All members of the Board of Directors shall: 

  1. Review and sign the Board Member’s Code of Conduct within 30 days of their election or appointment. No Director shall be able to participate or vote at Board meeting(s) until the Code of Conduct has been signed. 
  2. Attend whenever possible the regularly scheduled monthly Board meetings during the operational year
  3. Be informed of and serve to represent the interests of the Croatian Heritage Society dance and music programs and the families of students enrolled in the Society
  4. Receive and review reports or invitations related to the dance and music program activities and approve motions for action or budget approval as appropriate
  5. When giving reports, speak succinctly and state whether a decision or motion is required, feedback is being requested from Members in attendance, or the report is simply an information update. Prior to the Board meeting, prepare a draft of any decision requiring a motion and vote by the Board
  6. When serving on committees or working groups to advance the Board’s objectives or resolve issues, participation on the committee(s) must be within the scope defined by the Board and refer extraneous matters to the Board of Directors as appropriate
4.3.3 EXECUTIVE RESPONSIBILITIES
PRESIDENT

The President shall:

  1. Establish the agenda and chair all Society meetings outlined in Article III
  2. Ensure fellow Board Members understand the Code of Conduct and role responsibilities
  3. Be authorized, along with the Secretary and Vice President, to co-sign contracts 
  4. Ensure the Operations Committee: 
  • enables timely operation of the Society’s affairs  
  1. Acts as or appoints another Board Member to be an advisor of any Board committees or working groups
  2. Act as the Society’s chief officer when required by external bodies 
VICE-PRESIDENT

The Vice-President shall:

  1. Be authorized to assume the duties of the President in the absence of the President
  2. Be authorized, along with the President and Secretary, to co-sign contracts 
  3. Act as Chair on the Operations Committee or as an advisor to any Board committee or working group, as agreed upon request by the President or the Board of Directors
  4. Assume duties as assigned from time to time by the Board of Directors
SECRETARY

The Secretary shall:

  1. Document accurate minutes and action assignments of the proceedings at all meetings outlined in Article III
  2. Ensure timely electronic notice to Directors and/or General Members as defined in Article III
  3. Be authorized along with the President and Vice President to co-sign contracts 
  4. All filings are submitted, including the Society’s annual return (together with copies of the financial statements) to Alberta Corporate Registries
  5. Maintain all records and documents of the Society 
  6. accesses and maintains the database of Registered Members 

In the absence of the Secretary, the duties at the meeting shall be covered by another Director, as the request of the Chair of the meeting.

TREASURER

The Treasurer shall ensure that:

  1. All monies paid to the Society are deposited in a timely fashion into the Society’s bank accounts
  2. The Society’s funds are disbursed as directed by the motions of the Board of Directors, including the approved budget
  3. Whenever requested by the Board of Directors, a full detailed report of all financial transactions is rendered
  4. Annual financial statement of the Society is prepared for the Annual General Meeting
  5. The Treasurer shall create a finance committee and serve as Chairman of such committee. 

4.4 REMOVAL FROM BOARD OF DIRECTORS

Any Director may be expelled or suspended from membership by a resolution of seventy-five percent (75%) of the Membership for any cause that the Membership may deem reasonable including, but not limited to:

  1. Failure to abide with Policies or By-laws of the Society 
  2. Failure of a member to satisfy board obligations for the membership year
  3. For any conduct which, in the sole discretion of the Board of Directors, is determined to be improper, unbecoming, or likely to endanger the interest or reputation of the Society

Any Director expelled or suspended shall be notified in writing of the issue or complaint and shall be given thirty (30) days from the date of delivery of such notice to state why they should not be expelled or suspended. A final determination will then be made by the Committee convened by the Membership for this sole purpose.

4.5 RESIGNATION OF DIRECTORS 

A Director may resign from the position held on the Board of Directors by submitting a letter of resignation to the Board of Directors, two (2) weeks in advance of the anticipated resignation date.

4.6  REPLACEMENTS AND VACANCIES 

All vacancies shall be filled on an interim basis, by an appointment by resolution of seventy-five percent (75%) of the remaining Board of Directors. The appointed Director shall hold office until the next Annual General Meeting.

4.7 REMUNERATION

No member of the Board of Directors shall receive any remuneration for acting in that capacity.



4.8 NON-VOTING PARTICIPANTS

The Artistic Director and Instructors of the Croatian Heritage Society shall be asked to attend and participate in all meetings of the Board of Directors, but shall not be entitled to vote. The Artistic Director and/or Instructors are requested to provide a written and/or verbal report at each Board meeting, and to state explicitly if they are requesting a Board motion or decision, input from Members in attendance or simply providing information on each topic. 

4.9 RESOLUTION IN LIEU OF MEETING 

A resolution in writing signed by all the directors entitled to vote on that resolution at a board of directors meeting is as valid as if it had been passed at a meeting of directors.  A resolution in writing may be signed in one or more counterparts. 

 

4.10 CONFLICT OF INTEREST

Whenever an executive officer or Director of the Society has a professional, financial, or personal interest in any matter whatsoever coming before the board of directors, the board shall ensure that:

  1. the interest of such officer or Director is to be fully disclosed to the board of directors in writing and in advance of the meeting at which the matter is voted upon.
  2. no interested officer of Director may vote or lobby on the matter or be counted in determining the existence of quorum at the meeting of the board of directors at which the matter is voted upon;

4.11 SUBCOMMITTEES

  1. The Board of Directors, may from time to time, create sub-committees to develop and carry the aims of the Society, pursuant to the Society’s objectives as defined in Section 1.2.1.
  2. All subcommittees will be composed of Board Directors and Members only.

 

  1. A Board Member shall act as chair of such committees, and shall be appointed by the Board of Directors
  2. The Chairperson shall call the committee meetings, will ensure minutes of its meeting are recorded, and provide a report to each Board meeting at the Board’s request. 
  3. The size, scope and terms of reference for all subcommittees shall be determined at the discretion of the Board of Directors
4.12 RULES OF PROCEDURE

“Robert’s Rules of Order” shall govern proceedings at all meetings of Members and the Board of Directors outlined in Article III.

4.13 OBSERVERS

The Board of Directors may invite observers to meetings of the Society. Notwithstanding, any member is able to attend any meeting of the Board of directors, but shall not be entitled to vote. All members wishing to attend shall provide notice to the Board of such attendance.

4.14 VOTING RESOLUTION

At any meeting of the Board of Directors, all questions arising shall be decided by a majority vote, but in the case of a tie, the President shall have a second and deciding vote in addition to the ordinary vote.

ARTICLE V – FINANCIAL

5.1 FISCAL YEAR

The Fiscal Year for the Society shall be from July 1 to June 30. 

5.2 EXECUTION OF INSTRUMENTS

All cheques, acceptances, drafts, deeds, transfers, assignments, contracts, obligations, certificates, orders and other instruments shall be signed on behalf of the Society by either the President or Vice-President together with the Treasurer or Secretary. 

5.3 GRANTS

The Society may solicit grants from various federal, provincial or municipal ministries and any organizations.

5.4 BORROWING POWERS
  1.  The Society may acquire and maintain a credit card through the financial institution holding its accounts.  The credit limit shall be $5,000, unless otherwise authorized by the Board or as presented by the Finance Committee. 
  2. Money may only be borrowed by meeting all the following criteria:
  1. For the purposes of carrying out the Society’s objectives
  2. With the unanimous approval of the Board of Directors of the Croatian Heritage Society
  3. With 75% approval of a resolution of the Members of the Society at a Special Meeting
5.5 FINANCIAL STATEMENTS

A complete and proper statement of the standing of the books (“financial statements”) shall be completed at the end of each fiscal year, and at any other time as required by the Board of Directors. Such financial statements shall be submitted to the membership at the next Annual General Meeting for approval. 

  1. If the Society’s financial records are being kept by a Member or Administrator who does not have an accounting or bookkeeping certification, the annual financial review and reports shall be conducted by an independent accountant/auditor as appointed by the Board of Directors.
  2. If the Society’s financial records are routinely maintained and reported by an accounting or bookkeeping professional, the preparation of the financial statements may be conducted and approved by two of the Society’s Members.
  3. Financial Statements shall be audited every five (5) years or earlier if deemed necessary by the Board of Directors.
5.6 DIRECTOR INDEMNIFICATION

The Society shall indemnify each Director against all costs or charges that may result from any act done in the role for the Society. The Society shall not protect any Director for acts of fraud, dishonesty, or bad faith.

5.7 INSURANCE

The Society shall maintain liability insurance and Directors liability insurance.

ARTICLE VI – MISCELLANEOUS

 

6.1 SITUATIONS NOT COVERED IN BY-LAWS

Any situation not covered by these By-laws may be dealt with by a special meeting of the Board of Directors. 

6.2 DISSOLUTION 

In the event of dissolution, liquidation or winding-up of the Society, which shall be in accordance with the Act, any and all assets remaining of the Society (after the payment of its liabilities) shall be distributed to one or more recognized charitable or non-profit organizations within the province of Alberta, as determined by Ordinary Resolution at a meeting of the Members. 

6.3 AMENDMENT TO BY-LAWS

These By-laws may be rescinded, altered or added to by a special resolution at an Annual General Meeting or a Special Meeting where:

  1. The membership has been notified no less than fifteen (15) calendar days in advance of the intention to propose the special resolution
  2. A special resolution has been passed by not less than seventy-five percent (75%) of the members in attendance at the meeting.