CSRSRA Bylaws 2019

ARTICLE 1: NAME

The name of the Society is Cochrane Sunset Ridge Subdivision Residents Association, which

may also be known or referred to as “CSRSRA” or the “Association.”

ARTICLE 2: DEFINITIONS, INTERPRETATIONS, and

OBJECTIVES

2.1 Effect of the Societies Act

– When interpreting these Bylaws, all references shall be made to the Societies Act, and

the words and expressions used in these Bylaws will, unless the context otherwise

requires, have the same meaning as the words and expressions in the Societies Act.

2.2 Definitions

Board means the Board of Directors of the CSRSRA.

Member means a person or entity meeting the requirements contained in Article 4 of

these Bylaws.

– Societies Act means the Societies Act, R.S.A. 2000, Chapter S-14, as amended from

time to time, or any Act passed in amendment or substitution for it.

– CSRSRA is a non-profit association with a mandate to represent its members and to

improve the quality of life in the Sunset Ridge subdivision in the Town of Cochrane.

ARTICLE 3: BOUNDARIES

The boundaries of the CSRSRA are defined as the Sunset Ridge subdivision in the Town of

Cochrane in the Province of Alberta.

ARTICLE 4: MEMBERSHIP

4.1 Categories of Members

There are four categories of Members in the CSRSRA:

  1. Full Members;
  2. Associate Members;
  3. Business Members; and
  4. Honourary Members.

4.2 Full Members

To become a Full Member, a person must:

  1. Be a resident within the CSRSRA boundaries;
  2. Apply for membership; and
  3. Pay the annual membership fee for Full Members.

4.3 Associate Members

A Full Member who ceases to be a resident within the CSRSRA boundaries ceases to be a Full

Member and shall become an Associate Member for the balance of the membership year.

4.4 Business Members

To become a Business Member, a business must:

  1. Provide products or services to the residents of Sunset Ridge in Cochrane;
  2. Apply for membership; and
  3. Pay the annual membership fee for Business Members.

4.5 Honourary Members

A person may become an Honourary member if the Voting Members at an Annual General

Meeting pass a resolution to that effect in recognition of the person’s significant contributions to

the CSRSRA.

4.6 Membership Fees

The membership year is one year from date of purchase. The Board shall set the annual

membership fees for each category of Member.

4.7 Voting Members

The only Members who can vote at General Meetings of the CSRSRA are Full Members in good

standing.

4.8 Rights at General Meetings

Any Member in good standing is entitled to:

  1. Attend any General Meeting of the CSRSRA;
  2. Speak at any General Meeting of the CSRSRA upon being recognized by the Chair of

the Meeting; and

  1. Exercise other rights and privileges given to Members in these Bylaws.

4.9 Good Standing

A Member is in good standing when:

  1. Membership fees have been paid for the current year; and
  2. Has not been suspended as a Member.

4.10 Inspecting Books and Records

A member in good standing may inspect the books and records of the CSRSRA by prior

arrangement with an Officer of the CSRSRA.

4.11 Suspension and Expulsion of Membership

  1. The Board, at a Special Meeting of the Board, called for that purpose, may suspend a

Member’s membership for up to three months, if the Board determines that the Member

has: a. Failed to abide by these Bylaws;

  1. Disrupted meetings or functions of the CSRSRA; or
  2. The actions of the Member have been harmful to the CSRSRA.
  3. The Board will provide the Member with a written notice of at least 14 days prior to the

Special Board Meeting. The notice shall be sent by single registered mail to the last

known address of the Member as shown in the records of the CSRSRA and shall be

deemed to be received by the Member on the third business day after being mailed. The

notice will state the reasons why the Board is considering the potential suspension or

expulsion of the Member.

  1. The Member will have an opportunity to appear before the Board and to address the

matter. The Board may allow another person to accompany the Member, and to make

submissions on behalf of the Member. The Board may limit the time given to the Member

and the representative for submissions. The Board may exclude the Member and the

representative from its discussion of the matter, and from the deciding vote.

4.12 Termination of Membership

A Member’s membership is terminated by any of the following:

  1. Delivery of a written resignation letter to the Secretary;
  2. Death;
  3. Failure to pay membership fees for the current year; or
  4. The Member is expelled by the CSRSRA by a Special Resolution.

ARTICLE 5: MEETINGS

5.1 Annual General Meeting

– The CSRSRA holds its Annual General Meeting (AGM) each year before May 31. The

Board sets the place, day, and time of the AGM, but it shall be held in Cochrane, Alberta

with a preferred location in Sunset Ridge. It is not necessary to mail or deliver notice of

the AGM to the Members.

– The Secretary shall announce the AGM at least 21 days in advance by email to

Members in good standing.

– The quorum for the AGM is 10 Voting Members in good standing of the CSRSRA.

– If there is no quorum present within 30 minutes from the scheduled meeting start time,

the members present will serve as the quorum.

5.2 Meeting Agenda

Matters may not be added to the agenda of the AGM after the meeting has been called to order.

The AGM deals with the following matters:

  1. Declaration of a quorum;
  2. Approval of the agenda;
  3. Adopting the minutes from the last AGM and any General Meeting of the Members held

since the last AGM;

  1. Receiving the reports from the Board Members and Committees;
  2. Reviewing the financial statements;
  3. Appointing auditors;
  4. Electing the Members of the Board; and
  5. Considering other business that may properly come before the AGM, having been

placed on the agenda before the start of the AGM.

5.3 Special General Meetings

– A Special General Meeting may be called at any time:

  1. By a resolution of the Board; or
  2. On the written request of at least three Directors or Officers or at least 10 Voting

Members. The request must:

  1. Be directed to the President;
  2. State the reason for the Special General Meeting; and
  3. Set out the motion(s) intended to be submitted to the meeting.

– The Secretary shall provide notice of Special General Meetings in the same way as set

out in paragraph 5.1 for the AGM. In addition, the notice for a Special General Meeting

shall state the matter to be brought forward at the meeting. It is not necessary to mail or

deliver notice of a Special General Meeting to the Members.

– Only the matter(s) set out in the notice for the Special General Meeting may be

considered at the meeting.

– Meetings of the CSRSRA are open only to Members in good standing.

– Any Special General Meeting has the same quorum as the AGM, which is 10 Voting

Members of the CSRSRA.

– If there is no quorum present within 30 minutes from the scheduled meeting start time,

the members present will serve as the quorum.

5.4 Voting

– A show of hands decides every vote at any General Meeting unless at least three Voting

Members request a written ballot, in which case ballots shall be used.

– The Chair of the meeting does not have a second or deciding vote in the case of a tie

vote. If there is a tie vote, the motion is defeated.

– Voting Members may not vote by proxy.

– A majority of the votes cast at any meeting decides each issue and resolution unless the

issue needs to be decided by a Special Resolution. In calculating the number of votes,

abstentions shall not be included, unless the abstentions form the majority of the votes

cast, in which case the motion is defeated.

ARTICLE 6: GOVERNANCE

The CSRSRA shall be governed by its Members through a Board of Directors and Officers,

which shall be elected annually by the Voting Members of the CSRSRA.

6.1 Powers and Duties of the Board

Except where otherwise limited by the Societies Act, the Board has all the powers of the

Association as a whole. The powers and duties of the Board include:

  1. Promoting the objects of the CSRSRA;
  2. Promoting membership in the CSRSRA;
  3. Hiring and dismissing consultants and/or contractors, together with setting the terms of

their employment, including job duties and remuneration;

  1. Maintaining and protecting the assets and property of the CSRSRA;
  2. Approving the annual budget;
  3. Fiscal management which includes the investment of funds, paying expenses, and

operating and managing the CSRSRA; and

  1. Forming and dissolving committees and setting their terms of reference.

6.2 Composition of the Board

– The Board shall consist of a minimum of 5 and a maximum of 15 Directors and Officers.

– The Officers of the Board shall be the President, Vice-President, Secretary, Treasurer,

and the Immediate Past President. Collectively, the Officers shall form the Executive

Committee.

– The other Directors shall be known as Program Directors, and shall each have

responsibility for a specific program or service provided by the CSRSRA.

6.3 Election and Removal of Directors and Officers

The Voting Members shall elect the Directors and Officers at the AGM. Except as provided in:

– All Directors and Officers shall be elected for a two-year term that begins at the

conclusion of the meeting where they are elected and ends immediately following the

second AGM at which these Directors and Officers were elected. In order to stagger the

terms of the Directors and Officers, the Voting Members shall elect approximately one

half of the Directors and Officers at each AGM except the first AGM of the CSRSRA.

– At the first AGM of the CSRSRA the Officers of the Executive Committee, being the

President, Vice-President, Secretary, Treasurer, and Immediate Vice-President, shall be

elected as to three of such Officers for a two-year term and the remaining two for a

one-year term, and all additional Directors elected at the first AGM shall be split between

being elected for either a two-year term or a one-year term, in such a manner that if the

total number of Directors and Officers being elected equals an even number, the number

of Directors in addition to the Officers being elected shall be evenly split between

one-year and two-year terms, and if such total equals an uneven number, then one more

than half of the additional Directors shall be elected for a one-year term and the balance

for a two-year term.

– Where either:

  1. No Director or Officer is elected to a position for the first year of a mandate; or
  2. When a Director or Officer resigns before completing the two-year term, the

Director or Officer next elected to the position will be elected for the balance of

the initial two-year term. The intent is to maintain the goal of staggering the terms

of the Directors and Officers.

– The Voting Members may re-elect any Director or Officer for an additional term.

– A Director or Officer may resign by giving written notice to the Secretary or President.

The resignation will be effective on the date specified in the notice.

– Voting Members may remove a Director or Officer from office by means of a majority

vote at a Special Meeting called for that purpose.

– If there is a vacancy on the Board, the remaining Directors and Officers may appoint a

Voting Member in good standing to fill the vacancy until the next AGM. This does not

apply to the position of Immediate Past President. This position remains vacant until the

next AGM.

6.4 Meetings of the Board

The Board shall hold at least four meetings in each calendar year.

– The President calls the meetings. In addition, the President must call a meeting if two

Directors or Officers make a written request and state the business to be considered at

the meeting.

– A minimum of 7 days’ notice for Board meetings shall be given to each Director and

Officer. The notice shall be given by the President and may be given in person, by

telephone, or by email.

– The quorum for a Board meeting is 40% of the total number of elected Directors and

Officers or a minimum of 5 elected Directors and Officers (whichever number is greater).

– Each Director and Officer has one vote. The President does not have a second or

deciding vote in the case of a tie vote. A tie vote means the motion is defeated.

– Meetings of the Board are open to Members of the CSRSRA, but only Directors and

Officers may vote. A majority of the Directors present may require any other Members or

any other persons present to leave the meeting so a matter may be discussed in

camera.

6.5 Duties of the Officers of the CSRSRA

The President shall:

  1. Supervise, coordinate, and mediate the business of the Board;
  2. Chair all meetings of the Board, the Executive Committee, and the CSRSRA when

present and able to do so;

  1. Is the spokesperson for the CSRSRA;
  2. Is an ex-officio member of all Committees; and
  3. Carry out other duties as assigned by the Board.

The Vice-President shall:

  1. Chair any meetings if the President is absent or unable to preside;
  2. Substitute for the President at any function when requested to do so by the President;
  3. Ensure any policies of insurance required by the Board are maintained in full force; and
  4. Carry out other duties as assigned by the Board.

The Secretary shall:

  1. Record accurate minutes of all meetings of the CSRSRA, the Board, and the Executive

Committee, and distributes copies of the same to Board Members;

  1. Make sure that an accurate record is kept of the names, addresses, and date of

membership of all Members of the CSRSRA;

  1. Is in charge of maintaining the Board’s correspondence;
  2. Make sure that all documents required by the Societies Act are filed in a timely fashion;
  3. Ensure that the required notices to the Members of the AGM and Special General

Meetings are properly made; and

  1. Carry out other duties as assigned by the Board.

The Treasurer shall:

  1. Make sure all funds paid to the CSRSRA are deposited in a financial institution approved

by the Board;

  1. Make sure a detailed account of revenues and expenses is presented to the Board at its

meetings;

  1. Make sure an audited statement of the financial position of the CSRSRA is prepared and

presented at the AGM; and

  1. Carry out other duties as assigned by the Board.

The Past President shall:

  1. Serve as a resource to provide continuity and stability; and
  2. Carry out other duties as assigned by the Board.

6.6 Committees

– Committees are established and dissolved by the Board.

– A Board Member shall sit on each Committee but does not need to chair the Committee.

– The Chair of each Committee calls its meetings.

Each Committee shall:

– Record minutes of its meetings;

– Distribute the minutes to the Committee members; and

– Provide reports at each Board meeting concerning the Committee’s activities.

6.7 The Executive Committee

The Executive Committee consists of the Officers of the CSRSRA. It is responsible for carrying

out any emergency and unusual business between Board meetings. It must report to the Board

on any actions it takes.

ARTICLE 7: FINANCE AND OTHER MANAGEMENT

MATTERS

– The fiscal year of the CSRSRA ends on December 31 in each year.

– A duly qualified person shall audit the books, accounts, and records of the CSRSRA at

least once each year and always following the year-end of the CSRSRA. The person

shall complete this audit prior to the AGM of the CSRSRA and shall submit a complete

and proper statement of the standing of the books for the previous fiscal year at the

AGM.

– All payments issued by the CSRSRA shall be signed by the Treasurer and one

additional Officer, or by another person specifically authorized to do so by resolution of

the Board.

– The CSRSRA may borrow or raise funds to meet its objectives or to carry on operations.

The Board decides the amounts and means to raise money, including giving or granting

security.

– No Member, Director, or Officer of the CSRSRA may receive any payment for services

rendered as a Member, Director, or Officer. A Member, Director, or Officer may be

reimbursed for reasonable expenses incurred while carrying out duties on behalf of the

CSRSRA.

7.1 Protection and Indemnity of Directors and Officers

– Each Director and Officer holds office with protection from the CSRSRA. The CSRSRA

indemnifies each Director and Officer against all costs or charges that may result from

any act done in the role as Director or Officer. The CSRSRA does not protect or

indemnify any Director or Officer for acts of fraud, dishonesty, or bad faith.

– No Director or Officer is liable for the acts or omissions of any other Director, Officer, or

employee. No Director or Officer is responsible or liable for any loss or damage due to

the bankruptcy, insolvency, or wrongful act of any person, firm, or corporation dealing

with the CSRSRA. No Director or Officer is liable for any loss or damage due to an

oversight or error in judgment, or by an act or omission in the role as Director or Officer,

unless the act or omission is due to fraud, dishonesty, or bad faith.

– Directors and Officers can rely on the accuracy of any statement or report prepared by

the auditor for the CSRSRA. Directors and Officers are not liable for any loss or damage

as a result of relying upon that statement or report.

ARTICLE 8: AMENDING BYLAWS

– These Bylaws may be cancelled, altered, or added to by a Special Resolution at any

AGM or Special General Meeting of the CSRSRA.

– Any amended bylaw takes effect after the approval of the Special Resolution and their

acceptance by the corporate registry of the Province of Alberta.

ARTICLE 9: LIQUIDATION AND DISSOLUTION

– The CSRSRA does not pay any dividends or distribute its property among its Members.

– If the CSRSRA is dissolved, all assets and liabilities that are non-gaming related will

become the property of the Town of Cochrane.

– If the CSRSRA is dissolved, all remaining gaming proceeds will be disbursed to any

eligible charitable or religious groups or purposes.