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By-Laws of the Sylvan Lake Sailing Club

GENERAL

1. Where the word “Club” occurs in these By-laws it shall mean the Sylvan Lake Sailing Club.
Where the word “Committee” occurs in these by-laws it shall mean the Executive Committee.

2. The fiscal year of the Club shall end on the 30th day of September of each year.

MEMBERSHIP

Admission

3. There shall be two classes of membership, namely active and honorary.

4. Any person of the age of eighteen (18) years or more wishing to become an active member may apply in writing to the Committee.

5. The Committee shall consider the application for active membership, and advise the applicant of its' decision, within thirty (30) days of receipt of the application.

6. Approval of an applicant for active membership shall be by a majority vote of the Committee.

7. By a majority of the votes of the active members present at a General Meeting, an active member may be elected as an honorary member. A honorary member shall be entitled to all rights and privileges of the Club, except the right to vote, and hold office, and shall be exempt from the payment of any fees.

Active Members Rights and Obligations

8. An active member is entitled to participate in all activities of the Club.

9. An active member, who has not withdrawn, been suspended or expelled, is entitled to attend all general and special meetings of the Club, and is entitled to vote in person at any meeting of the Club.

10. An active member shall pay fees levied by the Club.

11. A member is obligated, in connection with Club activities, to act in a sportsmanlike manner and in the best interests of the Club.

12. The spouse and minor children of a member shall be entitled to all privileges of the Club, other than the privilege of voting, or holding office.

13. No member shall receive any remuneration for services to, or on behalf of, the Club.

Withdrawal and Expulsion

14. A member may withdraw from the Club, upon giving notice to the Committee.

15. A member may be asked to withdraw, be suspended for a specified period, or be expelled by the Committee if the member's conduct is found to be improper, unbecoming, unsportsmanlike or injurious to the Club. Such action by the Committee shall not be taken until the member has been given an opportunity to be heard.

ANNUAL GENERAL AND SPECIAL MEETINGS

The Annual General Meeting of the Club shall be held within the final 14 days of October of each year.
The Committee may call a general or a special meeting of the Club at any time.
Upon the request in writing of not less than ten (10) active members, the Committee shall call a special or general meeting of the Club within a reasonable time of the request.

17. Notice of an annual, general, or special meeting shall be given by electronic mail (“e-mail”), or by regular mail to members who do not have an e-mail address, at least fourteen (14) days prior to the meeting . Particulars of matters on the agenda to be discussed may be posted on the Club web-site.

18. Fifteen (15) active members shall constitute a quorum, and voting shall be by a show of hands. By a majority vote of the active members, any issue including an election issue, may be decided by a secret ballot. Issues shall be determined by the majority of the votes cast, other than with respect to amendments of these By-laws which shall require approval by Special Resolution. Each active member shall have one vote which must be cast in person and not by proxy or otherwise.

19. The Commodore, or in his or her absence, any other Officer selected by the Committee, shall preside at annual, general, or special meetings. The presiding Officer shall arbitrate any issue concerning the By-laws, and regulate the proper conduct of any meeting.

20. At each annual general meeting, the Treasurer shall present a financial statement of the Club's income and disbursements, assets and liabilities.

21. At each annual general meeting, the active members shall elect a new Committee from amoung the active members,to take office immediately following the annual general meeting.

EXECUTIVE COMMITTEE

The Club shall be governed by the Executive Committee (“Committee”) consisting of the following Officers:
a Commodore, and a Vice‑Commodore, each of whom shall hold office for one (1) year,
a Treasurer, and a Secretary, each of whom shall hold office for two (2) years and whose terms of office will overlap each other.
a Harbourmaster, who shall hold office for one (1) year.

23. The immediate past Commodore shall act in an advisory capacity to the Committee.

24. The Committee may create sub‑committees to carry out specific functions or activities of the Club, under the general governance of the Committee.

25. Meetings of the Committee shall be held as often as may be required, but at least three(3) times per year, and shall be called by the Commodore. Special meetings may be called at any time on the instructions of any two Officers provided they request the Commodore in writing to call such meeting, and state the business to be brought before the meeting. Meetings of the Committee shall be called upon three(3) days notice by fax, telephone or e-mail to all Officers.

26. Four (4) Officers shall constitute a quorum. the presiding Officer shall not vote except to break a tie vote.

The Vice-Commodore shall preside at any meeting of the Committee in the absence of the Commodore, and shall assist the Commodore in the discharge of his or her duties.

Where a meeting cannot be conveniently convened, the Commodore may canvas the Officers by telephone or e-mail as to any matter and may obtain the approval of the Committee to a course of action. Such approval shall be recorded in writing attested to by the signature of the Commodor and shall be a valid resolution of the Committee for all purposes.

29. The Committee shall promptly fill any vacancy arising within itself by appointing an active member as an Officer.

30. In governing the Club, the Committee shall have the power to:

‑ set fees, dues and assessments
‑ regulate, control and disburse funds
‑ make purchases of and sell assets
‑ contract with third parties
- engage employees and determine their remuneration
- limit the number of members
-settle complaints of members and discipline members
-suspend and terminate members
- publish and enforce rules or regulations approved by the members.

31. The Committee shall require a resolution from the active members prior to making any expenditure which exceeds $1,500.00.

32. An Officer may be removed from the Committee by a majority vote of the active members at a Special meeting called for that purpose. Officers who miss three (3) consecutive meetings of the Committee shall be automatically removed from office.

BOOKS AND RECORDS

33. The Secretary shall keep accurate minutes of all proceedings of the Committee and the Club, keep the roll of members and their addresses, and have charge of the correspondence and notices of the Club. The Secretary shall have custody of the seal of the Club which seal whenever used shall be authenticated by the signatures of any two Officers. The Secretary is responsible for giving notices of various meetings as required.

The Treasurer shall collect the annual dues and assessments levied by the Club and promptly deposit same to the Club bank account, keep records of the financial transactions of the Club, of the banking of monies received and disbursed, and prepare and present financial statements when called upon to do so. The Commodore, or in his absence, the Vice‑Commodore, and the Treasurer, shall approve and sign all cheques and expenditures.


35 The Committee shall appoint an audit committee of two (2) active members of the Club who shall act as auditors of the accounts and annual financial statement; except that, upon a resolution of the majority of the active members at a general or special meeting, an independent auditor may be appointed for a specific purpose and time.

The books and records of the Club may be inspected by any active member at the annual general meeting, and upon reasonable notice being given to the Secretary, at a time and place satisfactory to the Secretary and the member.


FEES, DUES AND ASSESSMENTS

37. Notwithstanding Section 30, any annual fee, due or assessment to be levied against members generally shall be established each year by the active members at the annual general meeting.

Statements or notices of annual fees, dues or assessments shall be e-mailed or mailed to members not later than the first (1st) week of November in each year.
Annual fees, dues or assessments and dock fees shall be paid, and slip applications shall be filed, not later than the first (1st.) day of December of each year. Notification of slip allocation and and acknowledgement of payments received shall be given in January.

39 Any member who is in default in the payment of any fees, dues or assessments on the due date shall automatically be suspended from membership and the benefit of all privileges related thereto, and thereafter such membership may be revoked by the Committee.

MAKING, ALTERING OR RESCINDING BY-LAWS

40. These by-laws may be rescinded or amended by a Special Resolution in accordance with the Societies Act of Alberta.

41. No rescission of, or amendment to, this By-law has effect until it has been filed with Alberta Corporate Registry.

NOT FOR PROFIT

42. The Club is organized and shall operate as a non-profit society and all income, revenue and gifts of any kind received by the Club shall be applied only to the non-profit charitable purposes and objectives of the Club, and its administrative and operational costs.

BORROWING POWERS

43. For the purposes of carrying out its objects, the Club may borrow or raise, or secure the payment of, money in such manner as it determines, and in particular by the issue of debentures, but this power may be exercised only under the authority of the Club, and in no case shall debentures be issued without prior approval by Special Resolution.

(This motion was passed at the  meeting of May 6, 2005.)