Westridge Wolf Willow Country Club Community League
Table of Contents
Article 3: General Meetings. 3
Article 4: Board of Directors. 4
Article 5: Officers of the League. 5
Article 6: Financial Review.. 6
Article 8: Borrowing Powers. 6
Article 12: Amendments and Expiry. 7
Addendum: Adoption of Bylaws. 7
Article 1: General
- The name of the society shall be Westridge, Wolf Willow, Country Club Community League, also referred to as “the League” or “WWCCCL.”
- The physical description of the League shall be the portion of the City of Edmonton whose boundaries are described as the Patricia Ravine on the north to the North Saskatchewan River on the south and the east and 170th Street on the west.
- The League shall be incorporated under and governed by the Societies Act of Alberta 2000, and all subsequent amendments. These bylaws shall be interpreted in a manner consistent with the Act, and any items on which this document is silent or in conflict with the Act shall be interpreted in accordance with the Act.
- WWWCCL shall retain Membership in the Edmonton Federation of Community Leagues (EFCL) and shall abide by the EFCL’s Code of Ethics in all areas of operations.
- The current edition of Robert’s Rules of Order (11th Edition) shall apply to all procedures used by the League provided they are not inconsistent with these By-laws or the requirements of the Societies Act.
- The League shall develop an Operating Policy, which shall outline all procedural policies of the League. Directions for how policies are created, amended, suspended, or retired shall be outlined in Operating Policy.
Article 2: Membership
2.01 Any person 18 years or older residing within the League’s boundaries may become a Regular Member in good standing upon payment of the required Membership fee and shall be entitled to all benefits accompanying said Membership. Members may either purchase a single Membership for themselves or a family Membership for all immediate family Members residing in the primary Membership holder’s residence at the time of purchase.
2.02 Any person not residing within the League may be considered an Associate Member upon approval of the Board and payment of the required Membership fee. Associate Members shall be Members of their own Community league if applicable and entitled to all benefits accompanying said Membership.
2.03 Any incorporated or unincorporated business, resident or non-resident within the League, may be considered a Business Member upon approval of the Board and payment of the required Membership fee. Business Members shall be entitled to benefits and responsibilities as set out by the Board.
2.04 Membership categories can be created or changed at a general, special or annual meeting of the League. Any changes will be posted on the League’s website, published in the newsletter and reported at the subsequent All Memberships are valid for a one-year term beginning September 1 and ending August 31 of the following year.
2.06 Changes to the Membership fees for each category of Membership shall only be decided at a General Meeting by a majority vote.
2.07 Any Member wishing to withdraw from their Membership with the League shall provide written notice to the Secretary of the League. Unless otherwise granted by the Board, no Membership fee refunds shall be given to Members upon their withdrawal.
2.08 Any Member may have their Membership with the League rescinded by the Board for any cause which the Board may deem reasonable, including but not limited to repeated or serious failure to comply with the League’s Bylaws or Operating Policy.
2.09 No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies or is expelled from the Society. Although a Member ceases to be a Member by death, resignation or otherwise, the Member is liable for any debts owing by the Member to the WWWCCCL at the date of ceasing to be a Member.
Article 3: General Meetings
3.01 All Members of the League with a valid Membership in good standing are eligible to vote at any General Meeting or seek to hold office.
3.02 The League shall hold an Annual General Meeting each year between February 1st and March 31st. The exact date of the meeting shall be determined by the Board, provided they give 14 days notice to all Members of the League.
3.03 At the Annual General Meeting there shall be elected a President, Vice-President, Secretary, and Treasurer. A former President of the League not seeking another Board position shall be appointed the Past President. Between five and 15 Directors shall be elected or appointed at the meeting, in accordance with the positions listed in Operating Policy.
3.04 The Officers and Directors elected and appointed shall form the Board, and shall serve until their successors are elected and installed at the following year’s Annual General Meeting. Any vacancy occurring during the year shall be filled at a meeting of the Board.
3.05 Other General Meetings of the League may be called at any time by the Board, provided they give 14 days notice to all Members of the League. A General Meeting may also be called by any 20 Members of the League upon providing a petition to the President, and provided 14 days notice is given to all Members of the League.
3.06 A quorum for all General Meetings (Annual, Special, or otherwise) will be 15 Members in good standing. If a quorum is not present at a meeting, then a second meeting will be called for 30 minutes after the first meeting. If there is still not a quorum at this second meeting, then the number of people in attendance will constitute quorum. No further items may be added to the agenda at the second meeting.
3.07 Voting: All Members in good standing are eligible to vote at all General Meetings subject to the following:
- Voting must be made in person, and not by proxy or otherwise.
- Each household has a maximum of two votes provided both voting Members are of the age of majority.
- A show of hands will be adequate for voting, expect for nominations/elections, significant financial questions, and any controversial matters where a secret ballot is required or can be requested.
- At all meetings, the President, or person acting in the President’s stead, may not vote except in the event of a tied vote.
- No Member may vote on a motion where a conflict of interest may exist as per Article 12 of these bylaws.
3.08 No action taken at a General Meeting is invalid due to:
a) accidental omission to give any notice to any Member
b) any Member not receiving any notice
c) any error in any notice that does not affect the meaning
Article 4: Board of Directors
4.01 The Board of Directors, also referred to as “the Board” shall be the highest governing body of the League. All elected and appointed Officers and Directors constitute the Board.
4.02 The Board shall, subject to the Bylaws or directions given to it by a majority vote at any meeting properly called and constituted, have full control and management of the affairs of the League.
4.03 All Officers and Directors shall be appointed or elected at an Annual General Meeting of the League, if they were present at the meeting and did not refuse the appointment. They may also be appointed or elected if they were not present at the meeting by consenting in writing.
4.04 Any Officer or Director may resign their position by giving written notice to the Board, and the position shall be considered vacant upon receipt of said notice.
4.05 Any Officer or Director, upon a majority vote of the Board, may be removed from office for any cause which the society may deem reasonable, including but not limited to repeated or serious failure to comply with the League’s Bylaws or Operating Policy.
4.06 Vacant positions on the Board shall be filled by a majority vote of the Board, the person appointed to the vacant position shall service the unexpired potion or the position’s term, until the next Annual General Meeting.
4.07 Meetings of the Board shall normally be called at least once per month at such a time an place as the President decides. Meetings of the Board shall not normally be held in the months of July or December unless called by the President.
4.08 At least seven day’s notice in writing shall be given to all Board Members of the date, time and location of the meeting.
4.09 Quorum for a meeting of the Board shall be at least one third of all eligible voting Members of the Board. If quorum is not present at the appointed time for the meeting, the meeting shall be rescheduled for fifteen minutes later, with the Members in attendance constituting quorum.
4.10 If a meeting has been rescheduled because of lack of quorum, only the business which was on the agenda sent out to Board Members shall be discussed at that meeting.
4.11 The Board and Executive may conduct business arising between board meetings using email or other technology. The procedure for doing so will be as set out in Operating Policy. Decisions will be minuted at the next regular meeting of the Board of Directors.
4.12 Members may attend Board of Directors’ meetings but may not vote.
4.13 The Community League Manager is a Member of the Board and subject to the responsibilities of all Directors. The Coordinator is a non-voting position on the board as it is a paid position.
Article 5: Officers of the League
5.01 The following are considered officers of the League and are Members of the Board: President, Vice President, Secretary, Treasurer, and Past President. The officers of the League form the Executive Committee.
5.02 The President is the highest authority and Chair of the Board, and shall be the primary spokesperson for the League in all official and media matters. The President shall chair all meetings of the League, and has primary signing authority on behalf of the League on all deeds, contracts, conveyances, bills, cheques, debentures and other documents pertaining to the affairs of the League. The President directly supervises the Community League Manager, and is responsible for calling all meetings and any other duties the Board deems appropriate.
5.03 The Vice President shall act in the capacity of the President at the request or in the absence of the President and is a signing officer of the League. The Vice President and President are responsible for attending the Annual Meeting of the Edmonton Federation of Community Leagues.
5.04 The Secretary shall take, transcribe, and file the minutes of all meetings of the League and shall ensure timely distribution to the Board of these minutes prior to the next meeting. They shall keep on hand all current records and lists for League’s meetings, and shall ensure distribution of all League mail. The Secretary shall also create and distribute meeting agendas, prepare correspondence, contracts and lists for the Executive, and ensure all non-current records and lists are marked and stored for a seven-year period before being destroyed. The Secretary shall have charge of the Seal of the League.
5.05 The Treasurer shall receive all monies paid to the society and be responsible for the deposit of same in the League bank accounts. They shall properly account for the funds of the League and keep such books as may be directed. They shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual General Meeting a statement outlining a financial review of the previous fiscal year.
5.06 The Past President shall provide guidance to the other Officers of the League and act as a continuity representative to the Board.
Article 6: Financial Review
6.01 The books, accounts, and records of the League shall be subject to a thorough financial review, also referred to as an audit, once each year by two Members of the Community League that are not responsible for finances in any way. The process for this financial review shall be outlined in operating Policy.
6.02 A complete and proper statement of the standing of the financial records for the previous fiscal year shall be submitted by the two Members of the Community League at the Annual General Meeting each year.
6.03 The fiscal year of the League shall be from January 1st to December 31st.
Article 7: Remuneration
7.01 Unless authorized at any meeting and after notice for same shall have been given, no Officer, Director or Member of the League shall receive any remuneration for their services.
Article 8: Borrowing Powers
8.01 For the purpose of carrying out its duties and responsibilities to the community, the League may borrow money in any manner it thinks fit, but only by a majority vote of the Membership at a General Meeting.
Article 9: League Records
9.01The records of the League may be inspected by any Member of the League upon giving 14 days’ written notice for arranging a time satisfactory to the Treasurer or designate. Photocopying of these records cannot take place without the approval of the Board, and no records may be removed at any time. Personal information held by the Community League is subject to applicable privacy legislation.
Article 10: Indemnity
10.01 Every Member of the Board, and every employee of the League is indemnified by the League against all costs, losses, and approved expenses incurred by them in the discharge of their duties.
10.02 Indemnification is invalid in instances of a Member’s willful negligence in the discharge of their duties.
Article 11: Dissolution
11.01 The League may be dissolved by a two-thirds vote in favour at any General Meeting.
11.02 Upon dissolution, all owing debts shall be paid by the League’s assets. Any remaining assets, including all finances, property, and equipment, shall be placed in holding for a period of two years. After this time, the Edmonton Federation of Community Leagues shall take possession of all assets, to be used for other Community Leagues in Membership with them at their discretion.
Article 12: Amendments and Expiry
12.01 Amendments to the bylaws shall be passed by a two-thirds majority at any General Meeting of the League.
12.02 The League’s bylaws shall be updated no later than once every ten years since the most recent bylaws’ passage. New bylaws created between the passage of a new set of bylaws also expire at the end of the ten-year period.
12.03 A new set of bylaws must be passed by March of the year following the old bylaws’ expiry. Bylaws shall be passed only after the consent of a two-thirds majority at any General Meeting.
Addendum: Adoption of Bylaws
Passed by Special Resolution at the February 6, 2018 General Meeting of the Westridge, Wolf Willow, Country Club Community League, we hereby certify that the following bylaws were approved by a two-thirds majority of Members present.
This Special Resolution invalidates and rescinds the existing bylaws in their entirety and the League ratifies these new bylaws in their place.