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:
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;
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.
2.2 MEMBERSHIP FEES
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
iii. Enjoy all benefits arising from membership in the Society
iii. The Member is not suspended as a Member as provided for under Article 2.8
2.5 MEMBER’S RESPONSIBILITY
Members shall:
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
2.8 WITHDRAWAL FROM MEMBERSHIP
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 All rights and privileges cease when the Member resigns, dies, or has withdrawn its membership, as the case may be, under Article 2.8.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)
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
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:
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:
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:
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:
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:
4.3.2 BOARD MEMBER RESPONSIBILITIES
All members of the Board of Directors shall:
4.3.3 EXECUTIVE RESPONSIBILITIES
The President shall:
The Vice-President shall:
The Secretary shall:
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.
The Treasurer shall ensure that:
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:
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:
4.11 SUBCOMMITTEES
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
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.
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: