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🏐 2025 PGVC – ByLaws

PARK GIRLS VOLLEYBALL CLUB 2025

BY-LAWS

 

ARTICLE 1 – INTERPRETATION

Defined Terms

1.1    In these By-Laws and all other By-Laws of the Society, unless the context otherwise requires:

    1. “Act” means the Societies Act, R.S.A. 2000, c. S-14, or any act substituted therefore, and the regulations made under the Act, all as amended from time to time;
    2. “Audit Committee” means the committee established in Article 11;
    3. “Board” means the Board of Directors from time to time of the Society;
    4. “By-Laws” means the by-laws of the Society from time to time in force and effect;
    5. “Director” means a member of the Board;
    6. “General Meeting” includes an Annual General Meeting and a Special General Meeting;
    7. “Officers” means the persons holding the following positions from time to time:
      1. President;
      2. Vice President (Club Operations);
      3. Vice President (Financial Operations);
      4. Vice President (Athletic Operations);
      5. iv) Secretary & Vice President (Communications); and
      6. vi) such other offices as the Board may from time to time determine;
    8. “Representative” has the meaning ascribed to it in Section 4.3 hereof;
    9. “Society” or “PGVC” means PARK GIRLS VOLLEYBALL CLUB 2025; and
    10. “Special Resolution” means a resolution passed by the vote of not less than three-quarters of those members entitled to vote as are present (in person or by proxy) at a General Meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution consented to in writing by all the members who would have been entitled at a General Meeting to vote on the resolution in person.

Gender

1.2     Words importing the singular number or the masculine gender include the plural number and the feminine and neuter gender(s), and vice-versa, wherever the fact or context so requires; and words importing persons include individuals, bodies corporate, partnerships, trust and unincorporated organizations.

Notices

1.3     When the Society is required by the By-Laws to give written notice, the notice may be given:

    1. by mailing it in a postage-prepaid envelope to the last address notified by the addressee to the Society, in which case the notice will be considered to have been received on the seventh (7th) day after it was mailed;
    2. by telecopying or emailing the notice to the last telecopier number or email address notified by the addressee to the Society, in which case the notice will be considered to have been received on the day it was telecopied; or
    3. by delivering the notice to the last street address notified by the addressee to the Society, in which case the notice will be considered to have been received on the day it was delivered.

If the Society sends a notice or document to a particular addressee that is returned or rejected on three (3) consecutive occasions because the addressee is no longer at that address, telecopier number, or email address, then the Society is not required to send any further notices or documents to the addressee until a current and valid address, telecopier number or email address is provided by the addressee to the Society.

Act

1.4     Any term used in the By-Laws that is defined in the Act has the meaning given by the Act.

Headings

1.5     The headings used in the By-Laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions of any Article nor to be considered to clarify, modify or explain the effect of any such terms or provisions.

ARTICLE 2 – GENERAL

Name

2.1     The name of the Society is PARK GIRLS VOLLEYBALL CLUB 2025, hereinafter sometimes referred to as “PGVC”. PGVC is a community-based, non-profit organization committed to supporting, training and developing female athletes in the U12 to U18 age groups, and coaches in Sherwood Park, Alberta and surrounding area, through competitive participation in the sport of volleyball.

2.2     PGVC is a competitive organization dedicated to advancing the personal and athletic development of female youth through the pursuit of excellence in volleyball. PGVC offers a top-quality club experience through a holistic and exceptional training approach that develops the whole athlete. PGVC commits to promoting leadership development and connectedness within the team unit and volleyball community at each stage of development using knowledgeable and experienced coaches who are dedicated and caring. Athletes will compete in competitive tournaments. The purpose of this PGVC is to provide and encourage development opportunities for youth in the sport of volleyball, while at the same time focusing on creating opportunities to develop strong fundamentals that focus on good citizenship and competitive sportsmanship.

General By-Law

2.3     These By-Laws set forth the general rules for the transaction of business and affairs of the Society.

Activities

2.4     The activities of the Society shall not be carried out for the financial gain or benefit of any individual or group of individuals.

Application of Funds

2.5     The income and property of the Society, however derived, shall be applied solely towards the promotion of the objects of the Society and not paid, distributed or transferred directly or indirectly to members by way of dividend, bonus or otherwise, except as due and fair fees for remuneration for services actually rendered to the Society as authorized by the Board or the Executive Committee in accordance with the By-Laws.

ARTICLE 3 – HEAD OFFICE AND SEAL

Registered Office

3.1     The registered office of the Society shall be located in the Province of Alberta.

Seal

3.2     The seal of the Society shall be in the form approved by the Board from time to time. The President shall have custody of the seal, which may be affixed to documents signed on behalf of the Society by the President or by such other person or persons as may be specifically designated by the Board.

ARTICLE 4 – MEMBERSHIP

General

4.1     Membership shall be available to any person approved by the Board upon payment of applicable fees and compliance with all other requirements for membership as established by resolution of the Board from time to time.

Classes

4.2     There shall be two classes of membership: voting members and non-voting members.

    1. Voting members shall include:
      1. the Subscribers to the Application and By-Laws of the Society; and
      2. Directors; and
      3. those members, in good standing who have applied and been accepted by the Board as voting members.
    2. Non-voting members shall consist of such members as have applied and been accepted by the Board from time to time as non-voting members.

Other Memberships

4.3     The Board may create other types of voting or non-voting memberships and shall establish and specify all necessary terms and conditions applicable to such memberships.

Failure to Pay Dues

4.4     If any member fails to pay any dues or fees at any time payable by it for a period of one month following their due date, or fails to comply with any of the other requirements for membership as prescribed by the Board, that member shall be removed from the roll of members in the Society. However, the Board may at its discretion reinstate the member upon payment of the appropriate dues and fees applicable at the time of reinstatement or upon compliance with the other requirements for membership, as the case may be.

Withdrawal from Membership

4.5     Any member desiring to withdraw from membership may do so by submitting to the Society a written resignation, which shall be effective on the date specified in the resignation or, if there is no date specified, then upon receipt. A member shall be deemed to have withdrawn from the membership on the death of that member.

Cancellation of Membership

4.6     The membership of any person may be cancelled by a majority vote of voting members at a General Meeting called for such purpose. In addition, the Board may cancel the membership of any person by majority vote if the Board, in the exercise of its absolute discretion, considers such cancellation to be in the best interests of the Society. In either case, the member shall be given seven (7) days’ written notice of the proposed cancellation and shall be afforded an opportunity to address the General Meeting or the Board, as the case may be,  before the vote is taken. At that meeting, no one shall be present other than the member; the Directors; any witnesses approved by the President; and, in the case of a General Meeting, the voting members.

Notification of Membership Status

4.7     If a member has ceased to be a member, the President, Vice President of Operations (Registrar), or Secretary shall immediately notify the head coach and teammates of the member’s status.

Transferability

4.8     Membership of any person in the Society is not transferable.

ARTICLE 5 – MEETINGS OF MEMBERS

Annual General Meeting

5.1     The Annual General Meeting of the Society shall be held within three (3) months following the fiscal year-end of the Society at such time and place as the Board may decide, for the purpose of electing Directors, appointing auditors, considering and voting on any reports from the previous year’s activities, and transacting such other items of business as may properly come before it.

Special General Meetings

5.2     A Special General Meeting of the Society may be called:

    1. by the President or by the Board for the purpose of considering or transacting special business identified by the President or by the Board; or
    2. by the President upon receipt of a requisition signed by not less than twenty-five (25%) percent of the voting members in good standing, for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to each Director and to the registered office of the Society. If the President does not within twenty-one (21) days after receiving the requisition call a meeting, any member who signed the requisition may call the meeting.

Notice

5.3     Written notice of the Annual General Meeting and of a Special General Meeting shall be given no later than twenty-one (21) days before the proposed date of the meeting to each member and Director and to the auditor of the Society and shall state the day, hour and place of the meeting. If the Board shall determine, the meeting may take place electronically through a facility that allows all persons attending the meeting to communicate and hear all others. If special business is to be transacted at the meeting, the notice shall state the nature of that business, in sufficient detail to permit a member of the Society to form a reasoned judgment on that business, and the text of any special resolution to be submitted to the meeting.

Waiver of Notice

5.4     Notice of any meeting of members of the Society, or the time for the giving of any such notice, or any irregularity in any meeting or in the notice of the meeting, may be waived by any member, any Director or the auditor of the Society in writing. A waiver may be validly given either before or after the meeting to which the waiver relates. Attendance of a member or any other person entitled to attend a meeting of members of the Society is a waiver of notice of the meeting, except when the person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Omission of Notice

5.5     The accidental omission to give notice of any meeting of members of the Society to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at the meeting.

Chairperson

5.6     At all General Meetings, the President shall be chairperson of the meeting. In the absence of the President, the Vice President (Club Operations) shall be the chairperson and, in their absence, the members shall elect one of their number to be chairperson of the meeting.

Quorum

5.7     At any meeting of the members of the Society entitled to vote, fifty-one (51%) percent of the voting members present in person or by proxy shall constitute a quorum. If no quorum is present within thirty (30) minutes from the time appointed for the meeting, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case, upon the expiration of thirty (30) minutes, the meeting shall stand adjourned to the same place and time in the following week. If at that meeting there is not a quorum present at the expiration of thirty (30) minutes from the time appointed for the meeting, then the members present shall be considered to constitute a quorum. If a quorum is present at the opening of a meeting of the members, the members present may proceed with the business of the meeting, although a quorum may not be present throughout the meeting.

Right to Vote

5.8     Every voting member of the Society in good standing shall be entitled to one (1) vote at any meeting of the members.

Remote Participation

5.9     A member or any other person entitled to attend a meeting of the members of the Society may participate in the meeting by means of telephone or other communication facility that permits all persons participating in the meeting to hear each other. A person participating in a meeting by such means is considered for the purposes of the Act to be present at the meeting.

Proxies

5.10     Every voting member may by means of a proxy appoint a proxy holder, who must be a voting member, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by such proxy. A proxy shall be in writing, in a form approved by the Board and executed by the voting member. A proxy is valid only at the meeting in respect of which it is given or any adjournment of that meeting.

Voting

5.11     At any General Meeting a motion or resolution put to the vote of the meeting shall be decided by a majority of votes of those voting members present in person or by proxy. In the event any General Meeting is held electronically such that some or all persons attending are in a remote location, votes may be recorded through such means as the President may determine.

Poll

5.12     If a poll or ballot is demanded by a member entitled to vote at the meeting, it shall be taken in such manner as the chairperson of the meeting directs, and the result of the poll shall be duly recorded in the books of the Society as determining whether the motion or resolution was carried or lost.

Casting Vote

5.13     In the event of a tie vote, the chairperson of the meeting shall NOT have a second or casting vote.

Written Resolution

5.14     A resolution in writing signed by all the members entitled to vote on that resolution shall be as effective as a resolution passed at a meeting of the members of the Society duly convened and held.

ARTICLE 6 – BOARD OF DIRECTORS

General

6.1     The business and affairs of the Society shall be managed by the Directors of the Society who may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not by statute, the Act, the By-Laws or any special resolution of the Society expressly directed or required to be done in some other manner. Without limiting the generality of the foregoing, the Board shall:

    1. set general policy affecting the operation of the Society;
    2. appoint the Officers;
    3. exercise general supervision over the Officers and all employees of the Society;
    4. manage all resources and assets of the Society in a manner consistent with the objects of the Society;
    5. establish honorary positions or titles as considered desirable, and make appointments to and prescribe the terms and conditions of such positions and titles;
    6. make such rules and regulations as it considers appropriate provided that they are not inconsistent with the objects of the Society or the By-Laws;
    7. designate from time to time the person or persons authorized to execute documents on behalf of the Society and to affix the seal of the Society; and
    8. perform such other duties as may generally be within the province of a board of this nature.

Duties

6.2     The Directors and Officers of the Society in exercising their powers and discharging their duties, individually and collectively, shall:

    1. act honestly and in good faith with a view to the best interests of the Society; and
    2. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

Number

6.3     The minimum number of Directors shall be five (3) and the maximum number shall be ten (10).

 Vacancies

6.4     Where a vacancy exists on the Board, a quorum of the remaining directors may appoint a member of the Society to fill that vacancy until the expiration of the term of the Director being replaced.

Validity of Acts

6.5     No act, decision or resolution of the Board shall be ineffective because of any vacancy or defect in the appointment of one or more Directors.

Election/Term

6.6     The election of Directors shall take place at the annual meeting of the members and all of the Directors then in office shall retire, but if qualified, shall be eligible for re-election. The number of Directors to be elected at any such meeting shall be the number of Directors then in office unless the voting members otherwise determine. A quorum of Directors may fill a vacancy among the Directors elected at the annual meeting of the members. If there is not a quorum of Directors, the Directors then in office shall forthwith call a special meeting of the members to fill the vacancy. A Director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

Consent to Election

6.7     A person who is elected or appointed a Director is not a Director unless that person was present (either in person or remotely through an electronic communication facility) at the meeting when elected or appointed and did not refuse to act as a Director, or unless that person has consented to act as a Director in writing before election or appointment or within ten (10) days after it, or unless that person has acted as a Director pursuant to the election or appointment.

Vacation of Office

6.8     A person shall cease to be a Director if that person:

    1. is absent for three (3) consecutive meetings of the Board unless the Board concludes that there was adequate reason for those absences;
    2. if the Director becomes bankrupt, suspends payment of debts generally or is declared insolvent;
    3. if the Director is found to be a mentally incompetent person or becomes of unsound mind;
    4. in the opinion of the Board, consistently and willfully acts in a manner detrimental to the purposes of the Society;
    5. submits a written resignation to the Society; or
    6. if the Director dies.

Removal

6.9     The voting members of the Society may by ordinary resolution at a special meeting called for that purpose remove any Director from office before the expiration of that Director’s term of office and may, by a majority of votes cast at the meeting, elect a person to replace that Director for the remainder of the term.

ARTICLE 7 – MEETINGS OF THE BOARD OF DIRECTORS

General

7.1     The Board shall convene at the call of the President, or a person designated by the President, to consider all matters referred to it by the President for decision. A meeting of the Board may also be called upon a written request of any two (2) Directors with such written request to state the business to be brought before the meeting.

Notice

7.2     Notice in writing shall be given to each Director at least three (3) days before the meeting. However, immediately following the Annual General Meeting of the Society, a Board meeting shall be held without notice at which meeting the Board shall elect the Officers of the Society by resolution.

Waiver of Notice

7.3     Notice of any meeting of Directors, or the time for the giving of any such notice, or any irregularity in any meeting or in the notice of the meeting, may be waived by any Director in writing. A waiver may be validly given either before or after the meeting to which the waiver relates. Attendance of a Director at any meeting of Directors is a waiver of notice of the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called.

Omission of Notice

7.4     The accidental omission to give notice of any meeting of Directors to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at the meeting.

Chairperson

7.5     At all Board meetings, the President shall be chairperson of the meeting. In the absence of the President, the Vice President (Club Operations) shall be chairperson and, in their absence, the Board shall elect a member of the Board to be chairperson of the meeting.

Quorum

7.6     At any meeting of the Board, four-fifths (4/5ths) of the Directors shall form a quorum for the transaction of business. If there is no quorum within thirty (30) minutes after the time for which the meeting has been called, the meeting shall stand adjourned to the same place one (1) hour later and the Directors present shall constitute a quorum, the meeting shall be conducted, and its conclusions and resolutions shall be binding.

Place of Meeting

7.7     Meetings of the Board may be held within or outside the Province of Alberta and shall be closed to the general public.

Remote Participation

7.8     A Director may participate in a meeting of Directors by means of telephone or other communication facility that permits all persons participating in the meeting to hear each other, and a Director participating in a meeting by those means is considered for the purposes of the Act to be present at that meeting.

Voting

7.9     At all meetings of the Board, every question shall be determined by a majority of votes. In the event of a tie vote, the chairperson shall NOT have a second or casting vote. In the event any Board meeting is held electronically such that some or all persons attending are in a remote location, votes may be recorded through such means as the chairperson may determine.

Written Resolution

7.10     A resolution in writing signed by all of the Directors entitled to vote on that resolution shall be as effective as a resolution passed at a Directors’ meeting duly convened and held.

ARTICLE 8 – OFFICERS

General

8.1     The Directors annually, or as often as may be required, shall appoint a President, Vice President (Club Operations), Vice President (Financial Operations), Vice President (Athletic Operations), and Secretary. Two or more offices of the Society may be held by the same person. The Directors may from time to time appoint such other officers, employees and agents as they shall deem necessary who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the Directors. The Directors may from time to time, and subject to the provisions of the Act, vary, add to or limit the duties and powers of any Officer.

8.2     Directors eligible to be appointed as President are those who have served for at least two (2) years on the Board. In the event that no Director on the Board has served on the Board for at least two (2) years, the Directors eligible to be appointed as President are those who have served for at least one (1) year on the Board. In the event that no Director on the Board has served on the Board for at least one (1) year, all Directors are eligible to be appointed as President.

8.3     Directors eligible to be appointed as Vice President (Club Operations), Vice President (Financial Operations), Vice President (Athletic Operations), and Secretary are those who have served for at least one (1) year on the Board. In the event that no Director on the Board has served on the Board for at least one (1) year, all Directors are eligible to be appointed as Vice President (Club Operations), Vice President (Financial Operations), Vice President (Athletic Operations), and Secretary.

Removal of Officers

8.4     All Officers, employees and agents, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Directors at any time, with or without cause.

Vacancies

8.5     In the event of a vacancy in the slate of Officers, the President shall appoint a replacement Officer from among the Directors but the Board must ratify that appointment at the next Board meeting, failing which the appointment shall be immediately vacated and the Board shall appoint a replacement Officer.

Term of Office

8.6     All Officers shall assume their duties immediately after their election or appointment and they shall continue in such office until they die, resign, are removed or become disqualified to hold office, or until the Board at its first meeting after the Annual General Meeting appoints new Officers.

President

8.7     The President shall:

    1. be the Chief Executive Officer of the Society;
    2. be primarily responsible for all of the Society’s functions and activities;
    3. act at all times in accordance with the lawful directives of the Board;
    4. endeavour to preside at all meetings of the Society and its Board;
    5. maintain minutes of meetings of the Society and its Board;
    6. be responsible for the safekeeping of the seal and all documents of the Society;
    7. do all other things as may be reasonably required in order to maintain the highest quality of operations of the Society;
    8. cause to be brought to the attention of the Board all matters affecting the business of the Society and its operations;
    9. from time to time, with the concurrence of the Board, approve the formation of committees of the Society and prescribe their functions and limitations and appoint persons to serve thereon provided that each appointment to membership on each committee shall cease and determine on the day before the next Annual General Meeting;
    10. designate specific areas of responsibility for each member of the Society; and
    11. be an official spokesman for the Society, except that the power to make public pronouncements may be delegated to a member of the Society by the Board subject to such terms and conditions as the Board may prescribe.

Vice President (Club Operations)

8.8     The Vice President (Club Operations) shall:

    1. coordinate facility bookings for practices, games, and other volleyball-related activities, including liaising with municipal departments, private facility operators, and relevant school divisions;
    2. maintain a schedule of all facility usage and ensure timely communication of facility assignments to teams, coaches, and families;
    3. coordinate registration logistics in collaboration with other Directors, including communications, documentation, and troubleshooting;
    4. assist with the planning and execution of Club events, including orientation sessions, tournaments, fundraisers, and year-end functions;
    5. ensure that communications to families regarding Club operations are timely, accurate, and aligned with Club values and policies;
    6. support the other Directors in non-athletic operational tasks as needed; and
    7. perform such other duties as the Board may from time to time direct.

Vice President (Financial Operations)

8.9     The Vice President (Financial Operations) shall:

    1. be responsible for the maintenance of all required books of account and financial records;
    2. be responsible for the coordination of the preparation of the annual audit in accordance with Article 11;
    3. establish and maintain adequate systems for the control of all expenditures;
    4. maintain the Society within the expenditures of the accepted budget, as amended or altered from time to time by the Board, acting lawfully;
    5. establish and maintain adequate systems to ensure that the funds of the Society are properly received, adequately protected, and properly deposited and accounted for in accordance with generally accepted accounting principles;
    6. ensure that all necessary appointments of signing officers for banking and borrowing documentation are made from time to time by the Board;
    7. prepare of have prepared under direction of the proposed budget and business plan and present them to the Board for approval and amendment;
    8. keep such books, records and minutes of meetings;
    9. support the other Directors in such other areas of financial control as needed; and
    10. perform such other duties as the Board may from time to time direct.

Vice President (Athletic Operations)

8.10     The Vice President (Athletic Operations) shall:

    1. coordinate the purchase, distribution, and return (if applicable) of Club apparel and merchandise, and oversee any associated vendor relationships
    2. coordinate the procurement, distribution, maintenance, and inventory of all equipment required for team practices, training, and competitions;
    3. collaborate with coaches to ensure facility and equipment needs are met and that any issues are addressed promptly;
    4. monitor the condition and safety of equipment and practice environments, recommending replacements or repairs as necessary;
    5. support the other Directors in initiatives related to athletic logistics and program delivery; and
    6. perform such other duties as the Board may from time to time direct.

Secretary & Vice President (Communications)

8.11     The Secretary & Vice President (Communications shall:

    1. maintain accurate records of members and their addresses;
    2. act as the primary liaison between the Society and the parents or guardians of athletes registered with the Club, including responding to inquiries and concerns in a timely and respectful manner;
    3. ensure that communications to families regarding Club operations are timely, accurate, and aligned with Club values and policies;
    4. be responsible for the transmission of all notices;
    5. be responsible for the filing of all documents prescribed by the Act and by the Canada Customs and Revenue Agency in order to maintain the registration of the Society as a society;
    6. be responsible for the athlete registrations and submissions to Alberta Volleyball Association
    7. keep records and minutes of meetings;
    8. give notices of meetings when requested to do so by the Board;
    9. support the other Directors in non-athletic operational tasks as needed; and
    10. perform such other duties as the Board may from time to time direct.

Other Officers

8.12     The other Officers of the Society shall do all things reasonably required of them by the Board for the better functioning of the Society.

Delegation

8.13     In case of the absence, inability or refusal to act of any Officer of the Society or for any other reason that the Directors may consider sufficient, the Directors may delegate all or any of the powers of that Officer to any other Officer or to any Director for the time being.

ARTICLE 9 – COMMITTEES

Committees

9.1     The Board may establish Committees for promoting the objects or functions of the Society.

Delegation of Powers

9.2     The Board may delegate any, but not all, of their power to Committees consisting of such Director or Directors as they think fit. Such Committee shall limit their activities to the purposes for which they are appointed and they shall have no power to act unless specifically conferred by the resolution of the Board.

Transaction of Business

9.3    The powers of a Committee may be exercised by resolution passed at a meeting in which a quorum is present or a Resolution in writing signed by the members of such Committee who would have been entitled to vote on that resolution at a meeting of the Committee. Meetings of Committees may be held at any place within or outside the Province of Alberta. Meetings of Committees may be held by means of telephone or other communication facility that permits all persons participating in the meeting to hear each other.

ARTICLE 10 – AUDITING

Audit Committee

10.1     The Board shall appoint an Audit Committee from among its number, and the Audit Committee shall be ultimately responsible for the audit of all financial reporting of the Society. The Audit Committee shall consist of at least two (2) members of the Board.

Books, Accounts and Records

10.2     The books, accounts and records of the Society shall be audited by the Audit Committee and thereafter audited at least once each year by a duly qualified accountant or by two (2) members of the Audit Committee on an annual basis. A complete and proper statement of the standing of the books for the previous year shall be approved on behalf of the Board by the Audit Committee. The fiscal year end of the Society shall be June 30.

Inspection of Books and Records

10.3     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 giving reasonable notice and arranging a time satisfactory to the Officer or Officers having charge of the books and records. Each member of the Board shall at all times have access to such books and records.

ARTICLE 11 – BORROWING POWERS

11.1     For the purpose of carrying out its objects, the Society may borrow or raise or secure the payment of money in such manner as it thinks fit, but this power shall be exercised only under the authority of the Board and only to the extent permitted by the Income Tax Act (Canada) from time to time.

ARTICLE 12 – REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES

Remuneration

12.1     Subject to the powers of the Board or the Executive Committee, if any, to determine remuneration for employees, agents or consultants, no person shall be entitled to any remuneration by reason of being a Director or Officer of the Society. The Directors and Officers shall also be entitled to be paid their traveling and other expenses properly incurred by them in connection with the affairs of the Society.

ARTICLE 13 – PROTECTION OF DIRECTORS AND OFFICERS

General

13.1     No Director or Officer, or former Director or Officer, shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee, or for joining in any receipt or act of conformity, or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by the Society or for or on behalf of the Society, or for the insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Society are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation, including any person, firm or corporation with whom or which any monies, securities or effects are lodged or deposited, or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Society, or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the Director or Officer, unless it has happened by or through the failure of that Director or Officer to exercise the powers and to discharge the duties of office honestly and in good faith with a view to the best interests of the Society, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. If any Director or Officer is employed by or performs services for the Society otherwise than as a Director or Officer or is a member, a director or an officer of a firm or a body corporate that is employed by or performs services for the Society, that fact shall not disentitle such Director or Officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services.

Indemnification

13.2     Except in respect of an action by or on behalf of the Society to procure a judgment in its favour, the Society shall indemnify a Director or Officer, a former Director or Officer or a person who acts or acted at the Society’s request as a director or officer of a body corporate of which the Society is or was a member or creditor, and that person’s heirs and legal representatives, from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by that person in respect of any civil, criminal or administrative action or proceeding to which that person is made a party by reason of being or having been a Director or Officer of the Society or body corporate if:

  1. that person acted honestly and in good faith with a view to the best interests of the Society; and
  2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, that person had reasonable grounds for believing that their conduct was lawful.
ARTICLE 14 – BYLAWS

Amendment

14.1     The By-Laws may be rescinded, altered or added to by a Special Resolution of the members of the Society at a meeting of the members of the Society called for that purpose.

ARTICLE 15 – WINDING-UP OR DISSOLUTION

Return of Capital

15.1     Upon the winding-up or dissolution of the Society, no capital whatsoever shall be returned to the members.

Distribution

15.2     Upon the winding-up or dissolution of the Society, the property of the Society shall be converted into cash and added to the funds of the Society, which shall be applied first to the outstanding debts and liabilities of the Society. Any balance remaining shall be distributed to one or more qualified donees as described in the Income Tax Act (Canada), as amended or replaced from time to time, as chosen by the Directors.