ARTICLE I — PREAMBLE
1.1 The Society
The name of the society is Highlands Lawn Bowling Club incorporated under the laws of The Societies Act under Alberta Consumer and Corporate Affairs, originally filed July 15th 1993.
1.2 The Bylaws
The following articles set forth the Bylaws of Highlands Lawn Bowling Club.
ARTICLE II – DEFINING TERMS USED
2.1.1 Highlands Lawn Bowling Club is hereafter referred to as the Club.
2.1.2 The Board of Directors is comprised of elected and appointed members referred to as the Board.
2.1.3 The Executive is a committee of board members comprised of the President, Secretary, Treasurer and Vice President.
2.1.4 Annual General and Spring General meetings involve all the members of the club.
2.1.5 Board meetings involve board members and invited guests.
2.1.6 Special meetings refer to general meetings called for a specific purpose and require an identified agenda.
ARTICLE III — MEMBERSHIP
3.1 Membership Classification
There are two classifications of members:
3.1.1 Full membership which is open to anyone residing in Alberta upon full payment of the appropriate membership fee to the Club.
3.1.2. Life Membership which is an honour given to a member for meritorious service to the Club and entitles that member to full membership for life without payment of fees.
3.2 Membership fees
3.2.1. Annual Fees shall be determined from time to time by the members at a general meeting.
3.2.2. Annual membership fees will be paid with a completed registration form.
3.3 Rights and privileges of members:
3.3.1 Members in good standing are able to participate in the activities of the Club, speak at all meetings, vote at general meetings and receive notice of all general and special meetings.
3.4 Membership year
3.4.1 The membership year is May 1st to April 30th.
3.5 Resignation and termination:
Any member wishing to withdraw from membership may do so by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid fees, or other charges previously accrued. A member can have their membership terminated for any cause which the Club may deem reasonable by a majority vote of the membership at a special meeting.
ARTICLE IV — MEETINGS OF MEMBERS
4.1 General Meetings
4.1.1 Notification of Meetings
Notification of all General Meetings shall be made to each member at the last known address not less than 21 days prior to the meeting.
Three Board members and 20% (twenty percent) or ten members in good standing, whichever is the lesser, shall constitute a quorum at general meetings.
All issues to be voted on shall be decided by a simple majority of those members in good standing casting a ballot, in person only, at the meeting, unless the meeting is for a special resolution to change the bylaws or objects of the Club which require the approval of 75% of attending members.
4.2 Annual General meeting
An Annual General Meeting of all the members shall take place on or before October 30th, each year. Specific date, time and location will be designated by the President.
At the Annual General Meeting the members shall elect directors and officers and receive reports on the activities and finances of the Club.
4.3 Spring General Meeting
A general meeting of all the members shall be held in the spring, at a time and place designated by the President. The Spring Meeting should have an agenda that includes presentation of a budget and the projected activities of the Club for the coming Lawn Bowling season.
4.4 Special General Meetings
4.4.1 Special Meetings
Special Meetings may be called by the President, a simple majority of the board of directors or a petition signed by 20 percent of members in good standing.
Special Meetings will be called for one specific purpose only which will be identified in the notice of the meeting.
4.4.3 Notification of Special Meetings
Notification of all Special Meetings shall be made to each member at the last known address by mail or e-mail not less than 21 days prior to the meeting.
4.4.4 Quorum at a Special Meeting
Three Board members and 20% (twenty percent) or ten members in good standing, whichever is the lesser, shall constitute a quorum at special meetings.
4.4.5 Voting at a special Meeting
A special resolution to change the bylaws or objects of the Club requires the approval of 75% of attending members.
ARTICLE V — GOVERNANCE OF THE CLUB
5.1 Board of Directors
5.1.1 Powers and Duties of the Board
The Board governs and manages the affairs of the Club as stated in the Societies Act.
The powers and duties of the Board include:
- Promoting of the objects of the Club;
- Promoting membership in the Club;
- Maintaining and protecting the assets and property of the Club;
- Approving an annual budget for the Club;
- Managing the financial operations of the Club;
- Making policies for managing the operations of the Club;
- Approving contracts for services to the Club;
- Maintaining all accounts and financial records of the Club;
- Appointing legal counsel as necessary.
5.1.2 Board Composition
The Board consists of: the President, Vice President, Secretary, Treasurer and four (4) Directors.
5.1.3 Term of Office
126.96.36.199 All members of the Board shall be elected for a two year period.
188.8.131.52 All board members are eligible for re-election in the same position for a maximum of 2 full consecutive terms unless recommended by the board and approved by the membership at an AGM.
184.108.40.206 Elected board members take office after the adjournment of the Annual General Meeting in which they were elected.
220.127.116.11 When a vacancy on the Board exists mid-term, the Board can appoint a member in good standing.
18.104.22.168 Mid-term appointments will be elected for the remaining term of the position at the next general meeting.
5.1.5 Resignation, termination, and absences
Resignation, termination, absences, and removal from the board must be in writing and received by the Secretary. Board members may be terminated from the board due to more than three consecutive unexcused absences from board meetings in a year.
22.214.171.124 Any Board member or director, upon a majority vote of all members in good standing, may be removed from office for any cause which the Club may deem reasonable.
5.1.6 Meetings and Notice of Meetings
126.96.36.199 The Board shall meet at least four times a year.
188.8.131.52 Board members should have at least 21 days’ notice of the board meetings but may waive notice.
184.108.40.206 All meetings of the Board are open to club members but only elected or appointed board members may vote.
5.1.7 Election procedures
A Nomination Committee shall be responsible for nominating prospective board members. However, any member present may be nominated from the floor in the Annual General Meeting by a member in good standing.
5.1.8 Officers and Duties
The President shall supervise and direct the affairs of the club, be ex-officio a member of all committees and shall when present preside at all meetings of the Club and of the Board and represent the Club in all dealings with third parties.
The Vice President shall take the place of the President, in absentia, and have all the rights and powers of the President and shall chair committees on special subjects as designated by the board.
The Secretary shall be responsible for correspondence, keeping records of board actions, including overseeing the taking of minutes at all board and general meetings, sending out meeting announcements, distributing copies of minutes to each board member and assuring that club records are maintained.
The Treasurer shall be responsible for the financial functions of the Club, shall report at each board meeting, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to members and funders.
5.2 Finance and Auditing
5.2.1 The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the society elected for that purpose at a General Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual General Meeting of the Club. 5.2.2 The fiscal year of the Club ends on March 31st of each year.
5.2.3 Any member wishing to inspect the books or records of the Club must give not less than 10 days’ notice to the President of their intent to do so.
5.2.4 Board members shall not receive compensation for administering the affairs of the Club, other than reasonable expenses incurred carrying out activities for the Club.
5.2.5 For the purpose of carrying out its objects, the Club may borrow or raise or secure, the payment of money in such manner as the club thinks fit and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Club, and in no case shall debentures be issued without the sanction of a Special Resolution of the Club.
5.2.6 Unless authorized at any meeting and after notice for same has been given, no Board member, director, or member of the Club shall receive any remuneration for his/her services.
5.2.7 The Club will not adopt a society seal.
ARTICLE VI — COMMITTEES
6.1 Standing Committees
There are four standing committees, Grounds and Equipment, Communications and Membership, Social, and Programming. Each committee will be chaired by a director and will report to the board.
6.1.1 Grounds and Equipment committee
The Grounds and equipment committee makes recommendations about the management of the greens, the area surrounding the greens and any equipment involved. The committee oversees communication with the green’s keeper and any contracted service providers or volunteers involved with the grounds or equipment maintenance.
6.1.3 Communications and Membership Committee
The Communications and Membership committee will communicate with members as requested by the board.
6.1.4 Social Committee
The social committee will organize the social needs of the club including planning meals, snacks and/or drinks needed for events held at the club venue.
6.1.5 Programming Committee
The programming committee will liaise with other lawn bowling clubs and Bowls Alberta to prepare a plan for the season of lawn bowling activities.
6.1.6 Member at Large
At the discretion of the Board a Member-At-Large may be appointed for a one-year term.
ARTICLE VII — AMENDING the BYLAWS
7.1 Bylaw changes
7.1.1 Bylaws may be cancelled, altered or added to by a Special Resolution at any General Meeting or Special General Meeting of the Club.
7.1.2 Details of the proposed resolution to change the Bylaws must be included in the twenty-one (21) days’ notice of the meeting.
7.1.3 The amended Bylaws take effect after the approval of the Special Resolution at the meeting and when accepted by the Corporate Registry of Alberta.
ARTICLE VIII — DISTRIBUTION of ASSETS and DISSOLVING the CLUB
8.1 Distribution of Assets
8.1.1 The Club does not pay any dividends or distribute its property among its Members.
8.2 Dissolving the Club
8.2.1 If the Club is dissolved, after all debts are paid, any funds or assets remaining go to a registered and incorporated charitable organization or a society which has similar objectives. Members select this organization by Special Resolution. In no event do any members receive any assets of the Club.
Revised and approved October 29, 2022