Bylaws of the Rocky Mountain Section
1. Preamble
1.1. Name
1.1.1.The name of this organization is the Rocky Mountain Section of the Alpine club of Canada1.2. Purpose
1.2.1. This document contains the general Bylaws of the Rocky Mountain Section. These Bylaws regulate the transaction of business and affairs of the Section.1.3. Establishment
1.3.1. The Rocky Mountain Section is established under the bylaws of the Alpine Club of Canada, as amended, which take precedence over the Section Bylaws where there is a conflict.1.4. Definitions
In these bylaws, the following words have these meanings:
1.4.1. ACC is the Alpine Club of Canada.1.4.2. AGM is the Annual General Meeting.
1.4.3. Alpine Club is the Alpine Club of Canada.
1.4.4. Annual General Meeting is the annual general meeting of the Rocky Mountain Section described in Article 7.
1.4.5. Appointed Director is any Director who is appointed by the Elected Executive as described in Article 5.
1.4.6. Audit Committee is a standing committee appointed by the Board to review the financial records of the Section.
1.4.7. Board is the Board of Directors.
1.4.8. Board of Directors is the board of Directors of the Rocky Mountain Section described in Article 5.
1.4.9. Board Meeting is the meeting of the Board of Directors described in Article 5 and is also the executive meeting described in ACC Bylaws VI.B.
1.4.10. Bylaw Committee is an ad-hoc committee appointed by the Board to review and recommend changes to the Bylaws.
1.4.11. Bylaws is the bylaws of the Rocky Mountain Section.
1.4.12. Chair is the chair and chief executive officer of the Rocky Mountain Section.
1.4.13. Club is the Alpine Club of Canada.
1.4.14. Director is any person elected or appointed to the Board of Directors. This includes the Chair and the immediate Past Chair.
1.4.15. Elected Executive Is the Members elected to the executive of the Rocky Mountain Section at the Annual General Meeting, or their appointed replacements in the event of their resignation, death or removal.
1.4.16. Executive is the Elected Executive of the Section.
1.4.17. Executive Committee is the standing committee which coordinates the work of the Board and runs the Section on a daily basis.
1.4.18. General Meeting is the Annual General Meeting or a Special General Meeting.
1.4.19. Guidelines are the official guidelines of the Section, as defined and revised by the Board of Directors.
1.4.20. Member is a paid-up member of the Section.
1.4.21. Member-at-Large is a Member who has been appointed or elected to the Board to assist the Board to carry out their responsibilities.
1.4.22. Nominating Committee is a standing committee formed by the Board to nominate Members for positions on the Elected Executive.
1.4.23. Past Chair is the immediate past Chair of the Section.
1.4.24. RMS is the Rocky Mountain Section.
1.4.25. Secretary is the secretary of the Section who keeps the minutes and records of the Section.
1.4.26. Section is the Rocky Mountain Section of the Alpine Club of Canada.
1.4.27. Section Representative is the official representative of the Section to the national Alpine Club.
1.4.28. Special General Meeting is the special general meeting described in Article 8.
1.4.29. Special Task is some special task defined by the Board in the Section Guidelines.
1.4.30. Special Task Coordinator is a Member who has been appointed or elected to the Board to carry out a Special Task.
1.4.31. Special Committee is a committee formed by the Board to carry out some Special Task defined by the Board in the Section Guidelines.
1.4.32. Special Committee Chair is a Member who has been appointed or elected to the Board to chair a Special Committee.
1.4.33. Treasurer is the treasurer of the Section who keeps the finances of the Section.
1.4.34. Vice Chair is the vice chair of the Section who does the Chair’s duties if the Chair is unable to do them.
1.4.35. Voting Member is a Member entitled to vote at a General meeting of the Section.
2. Interpretation
The following rules must be used in interpreting these bylaws:
2.1. Singular and Plural
2.1.1. Words indicating the singular number also include the plural, and vice versa.2.2. Masculine and Feminine
2.2.1. Words indicating the masculine gender also include the feminine, and vice versa.2.3. Headings
2.3.1. Headings are for convenience only. They do not affect the interpretation of these Bylaws.2.4. Liberal Interpretation
2.4.1. These Bylaws must be interpreted broadly and generously.3. Membership
3.1. Privileges
3.1.1. Membership entitles the member to vote at the Annual General Meeting or any other General Meeting. (See ACC Bylaws VI.F)3.2. Requirements
3.2.1. Members must have paid the basic membership annual dues to the Alpine Club of Canada as well as the Rocky Mountain Section affiliation fee, and be a Member in good standing.4. Officers of the Section
4.1. Officers
4.1.1. The Officers of the Section are the Chair, Vice Chair, Secretary, Treasurer, Section Representative, Past Chair, Special Task Coordinators, Special Committee Chairs, and Members-at-Large.4.2. The Chair
4.2.1. Is elected for a one (1) year term at the AGM4.2.2. Is the chief executive officer of the Section
4.2.3. Chairs all Board and General Meetings
4.2.4. Is the official spokesman for the Rocky Mountain Section.
4.2.5. Prepares agendas for Board and General Meetings
4.2.6. Is an ex officio member of all committees of the Section, except the Nominating Committee; and
4.2.7. Carries out other duties assigned by the Board
4.3. The Vice Chair
4.3.1. Is elected for a one (1) year term at the AGM4.3.2. Does the Chair’s duties if the Chair is unable to do them.
4.3.3. Assumes the duties of the Chair in his absence
4.3.4. Assists the Chair in carrying out his duties; and
4.3.5. Carries out other duties assigned by the Board
4.4. The Secretary
4.4.1. Is elected for a one (1) year term at the AGM4.4.2. Keeps the minutes and records of the Section
4.4.3. Prepares and maintains the minutes of all Board and General Meetings
4.4.4. Distributes copies of, or reads the minutes of, preceding meetings at Board and General Meetings
4.4.5. Keeps and maintains the list of Members of the Section
4.4.6. Keeps and maintains the list of Directors
4.4.7. Keeps and preserves the official documents of the Section, including Bylaws, minutes, contracts and correspondence; and
4.4.8. Carries out other duties assigned by the Board
4.5. The Treasurer
4.5.1. Is elected for a one (1) year term at the AGM4.5.2. Keeps the finances of the Section
4.5.3. Prepares financial statements for the Section
4.5.4. Supervises spending monies, including signing cheques
4.5.5. Deposits receipts and pays expenses on a timely basis
4.5.6. Prepares an annual budget in consultation with the Board of Directors
4.5.7. Presents the financial reports of the Section to the Board of Directors and Membership; and
4.5.8. Carries out other duties assigned by the Board
4.6. The Section Representative
4.6.1. Is elected for a two (2) year term at the AGM4.6.2. Represents the Section to the national Alpine Club
4.6.3. Is the Section representative to the ACC
4.6.4. Conveys Section issues to the ACC, and vise versa
4.6.5. Votes on behalf of the Section at ACC meetings; and
4.6.6. Prepares reports to the Board and Members on ACC meetings
4.7. The Immediate Past Chair
4.7.1. Assumes the office upon stepping down as Chair4.7.2. Offers advice on past practices and procedures to the Board
4.7.3. Is the ex officio chair of the Nominating Committee; and
4.7.4. Chairs the Bylaw Committee when requested by the Board.
4.8. Special Task Coordinators
4.8.1. The Elected Executive appoints Special Task Coordinators to the Board of Directors on an annual basis.4.8.2. The duties of these Special Task Coordinators are described in the Section Guidelines, which the Board may vary as required.
4.8.3. The Board may remove or replace appointed Special Task Coordinators as the need arises.
4.9. Special Committee Chairs
4.9.1. The Elected Executive appoints Members to the Board of Directors to chair Special Committees on an annual basis.4.9.2. The Elected Executive may appoint one or more Member(s) to chair each Special Committee.
4.9.3. The duties of these Special Committee Chairs are described in the Section Guidelines, which the Board may vary as required.
4.9.4. The Board may remove or replace appointed Special Committee Chairs as the need arises.
4.10. Members-at-Large
4.10.1. The Elected Executive appoints Members-at-large to the Board of Directors to assist the Board on an annual basis.4.10.2. The duties of these Members-at-large are as described in the Section Guidelines, which the Board may vary as required.
4.10.3. The Board may remove or replace appointed Members-at-large as the need arises.
5. The Government of the Section
5.1. The Board of Directors
5.1.1. The Board of Directors governs and manages the affairs of the Section.5.2. Powers and Duties of the Board of Directors
The powers and duties of the Board of Directors include:
5.2.1. Promoting the constitution and bylaws of the Alpine Club5.2.2. Promoting membership in the Section
5.2.3. Maintaining and protecting the Section assets and property
5.2.4. Approving the budget for the Section
5.2.5. Paying all expenses for operating and managing the Section
5.2.6. Investing any extra monies for the Section
5.2.7. Making policies for managing and operating the Section
5.2.8. Approving all contracts for the Section
5.2.9. Maintaining all accounts and financial records of the Section
5.2.10. Making rules and regulations for operating the Section.
5.2.11. Without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee.
5.3. Composition of the Board of Directors
5.3.1. The Board of Directors of the Section consists of the Elected Executive and the Appointed Directors5.3.2. The Elected Executive is elected by the Members at the Annual General Meeting; and
5.3.3. The Appointed Directors are appointed by the Elected Executive.
5.4. The Elected Executive
The Elected Executive consists of:
5.4.1. The Chair5.4.2. The Vice Chair
5.4.3. The Secretary
5.4.4. The Treasurer
5.4.5. The Section Representative
5.4.6. The immediate Past Chair
5.5. The Appointed Directors
The Appointed Directors are:
5.5.1. Appointed Special Task Coordinators5.5.2. Appointed Special Committee Chairs; and
5.5.3. A number, from zero (0) to six (6), of Members-at-Large.
5.6. Election of the Elected Executive
5.6.1. The Section Executive shall be elected from the membership of the Section. (See ACC Bylaws VI.D.4)5.6.2. At each Annual General Meeting, Members elect the Chair, Vice Chair, Secretary, and Treasurer for one (1) year terms
5.6.3. At alternating Annual General Meetings, Members elect the Section Representative for a two (2) year term.
5.6.4. When a new Chair is elected at an AGM, the previous Chair becomes the immediate Past Chair.
5.7. Resignation, Death or Removal of an Elected Officer
5.7.1. Any member of the Elected Executive, including the Chair and immediate Past Chair, may resign from office by giving one (1) month’s notice in writing or by e-mail. The resignation takes effect either at the end of the month’s notice, or on the date the Board of Directors accepts the resignation5.7.2. If any member of the Elected Executive, including the Chair and immediate Past Chair, is missing and cannot be found, or is unable or unwilling to perform the duties of their office, the Board may, by a three-quarters (3/4) vote, deem that person to have resigned from office. This deemed resignation takes effect at the end of one (1) month if the officer fails to resume the duties of their office.
5.7.3. Section Members may remove any member of the Elected Executive, including the Chair and the immediate Past Chair, before the end of his term. This requires a three-quarters (3/4) vote at a Special General Meeting called for this purpose.
5.7.4. In the event of the resignation, death or removal of a member of the Elected Executive, a quorum of three (3) of the remaining members of the Elected Executive may appoint any qualified Member to fill the vacancy. (See ACC Bylaws VI.D.5) This does not apply to the position of immediate Past Chair, which remains vacant until the next AGM.
5.8. Meetings of the Board of Directors
5.8.1. The Board holds at least eight (8) meetings a year.5.8.2. The Chair calls meetings of the Board of Directors. The Chair also calls meetings if any two members of the Elected Executive request a meeting in writing or by e-mail and state the business for the meeting.
5.8.3. Six (6) days notice for Board meetings is mailed to each Board member. There may be three (3) days notice by e-mail or by telephone.
5.8.4. If all members of the Elected Executive waive notice in writing or by e-mail, no notice shall be necessary.
5.8.5. A quorum of the Board of Directors shall consist of three (3) members of the Elected Executive. (See ACC Bylaws VI.G)
5.8.6. Each member of the Board of Directors, including the Chair and the immediate Past Chair, has one (1) vote.
5.8.7. In the case of a tie vote, the motion is defeated.
5.8.8. Meetings of the Board of Directors are open to Members of the Section and their guests, but only members of the Board may vote. A majority of the Directors present may ask any other Members, or other persons present, to leave.
5.8.9. Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board of Directors.
6. Committees and Tasks
6.1. Executive Committee
6.1.1. Consists of the Chair, Vice-Chair, Secretary, and Treasurer and also includes the Section Representative if that person is a member of the Elected Executive.6.1.2. Coordinates the work of the Board and runs the Section on a daily basis.
6.1.3. Coordinates the work of the Special Task Coordinators and Special Committees and responds to emergency situations and extraordinary opportunities between Board Meetings.
6.1.4. The Board of Directors can delegate some of its powers to the Executive Committee.
6.1.5. The Board of Directors has final authority over decisions of the Executive Committee.
6.2. Nominating Committee
6.2.1. At least three months before the Section Annual General Meeting, the Executive appoints a Nominating Committee consisting of three (3) Members, one of whom should be the immediate Past Chair. 6.2.2. If the immediate past Chair is unable or unwilling to chair the Nominating Committee, the Board appoints another Member to chair the committee.6.2.3. The Nominating Committee prepares a slate of Members to be nominated as possible members of the Elected Executive.
6.2.4. The Nominating Committee presents a complete slate of candidates for the Elected Executive at the Annual General Meeting.
6.3. Audit Committee
6.3.1. The Board appoints an Audit Committee consisting of at least one (1) Member, none of whom is the Treasurer, spouse of the Treasurer or a close relative of the Treasurer.6.3.2. The Audit Committee reviews the books of the Section on an annual basis.
6.4. Bylaw Committee
6.4.1. If the Board wishes to review or revise the Bylaws, the Board appoints a Bylaw Committee of at least one (1) Member to study the situation.6.4.2. The Bylaw Committee reviews the Bylaws and presents its recommendations to the Board.
6.4.3. The immediate Past Chair normally chairs the Bylaw Committee.
6.4.4. If the immediate Past Chair is unable or unwilling to chair the Bylaw Committee, the Board appoints another Member to chair the committee.
6.5. Special Tasks
6.5.1. Special Tasks are special tasks defined by the Board in the Section Guidelines.6.5.2. The number and type of Special Tasks is determined by the Board.
6.5.3. The Board appoints at least one (1) Member to be Special Task Coordinator for each defined Special Task.
6.6. Special Committees
6.6.1. Special Committees are committees formed by the Board to carry out Special Tasks defined by the Board in the Section Guidelines6.6.2. The number and type of Special Committees is determined by the Board.
6.6.3. The Board appoints at least one (1) Member to chair each Special Committee.
6.7. Conversion of Special Tasks to Special Committees, and Vice Versa
6.7.1. At any time, with the agreement of the Special Task Coordinator, the Board of Directors may convert any Special Task to a Special Committee, in which case the Special Task Coordinator becomes a Special Committee Chair.6.7.2. At any time, with the agreement of the Special Committee Chair, the Board of Directors may convert any Special Committee, except the Nominating Committee, to a Special Task, in which case the Special Committee Chair becomes a Special Task Coordinator.
6.8. Conversion of Appointed to Elected Positions, and Vice Versa
6.8.1. By a two thirds (2/3) majority, the Board of Directors may convert any appointed position on the Board of Directors to an elected position.6.8.2. The position(s) so created will be filled by election to a one (1) year term at the next Annual General Meeting.
6.8.3. Any Member so elected to such a position becomes a member of the Elected Executive.
6.8.4. By a two thirds (2/3) majority, the Board of Directors may convert any elected position, except the Chair, Vice Chair, Secretary and Treasurer, to an appointed position. This change takes effect at the next Annual General Meeting.
7. Annual General Meeting
7.1. Place, Day and Time
7.1.1. The Section holds its Annual General Meeting in Canmore, Alberta once a year, as soon as reasonably practical after its fiscal year end, but not later than November 30. The Board of Directors sets the place, day and time of the meeting.7.2. Notice
7.2.1. Notice of the place, day and time of the Annual General Meeting is mailed to all members at their addresses shown on the Section records or published in the Section newsletter, the Blizzard, no later than 21 days prior to the meeting.7.2.2. This notice states any business requiring a vote of the Members.
7.2.3. The accidental omission to give such notice to one or more members shall not invalidate the proceedings of the meeting.
7.3. Agenda of the Meeting
The Annual General Meeting deals with the following matters:
7.3.1. Adopting the agenda7.3.2. Approving the minutes of the last Annual General Meeting
7.3.3. Considering the annual report from the Chair
7.3.4. Reviewing the financial statements from the Treasurer
7.3.5. Considering reports from Special Committee Chairs and Special Task Coordinators
7.3.6. Considering matters specified in the meeting notice
7.3.7. Electing the new Executive
7.4. Quorum
7.4.1. A quorum at an Annual or Special General Meeting of the Section shall consist of ten percent of the qualified voters or twenty (20) Members, whichever is the smaller. (See ACC Bylaws Section VI.G)7.5. Elections
7.5.1. The Nominating Committee presents a complete slate of nominations for the Elected Executive at the Annual General Meeting.7.5.2. Other nominations shall be called for at the Annual General Meeting and shall be accepted provided the person so nominated has given his/her consent, in which case a ballot shall be held. (See ACC Bylaws IV.E)
7.5.3. If the Nominating Committee fails to find a suitable candidate to nominate for an elected office, and no person is elected to fill the position at the AGM, the other members of the Elected Executive appoint a qualified Member to fill the position at their earliest opportunity.
8. Special General Meeting
8.1. Calling a Special General Meeting
A Special General Meeting may be called at any time:
8.1.1. By a resolution of the Board of Directors to that effect, or8.1.2. On the written request of at least ten percent (10%) of the Members. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at this meeting.
8.2. Notice
8.2.1. A Special General Meeting shall be called by mailing written notice of the place, day and time of the meeting to all Members at their addresses shown on the Section records or published in the Section newsletter, the Blizzard, no later than 21 days prior to the date of such meeting.8.2.2. The notice will state the purpose of the Special General Meeting and the motion(s) intended to be submitted at this meeting.
8.2.3. The accidental omission to give such notice to one or more members shall not invalidate the proceedings of the meeting.
8.3. Agenda for a Special General Meeting
8.3.1. Only the matters set out for the notice of the Special General Meeting will be considered at the Special General Meeting.8.4. Procedure at a Special General Meeting
8.4.1. Any Special General Meeting has the same voting and the same quorum requirements as the Annual General Meeting.9. Proceedings at a General Meeting
9.1. Attendance by the Public
9.1.1. General meetings of the Section may be open to the public. However, only paid-up Members of the Section may vote at the meetings.9.2. Failure to Reach Quorum
9.2.1. The Chair will cancel the General Meeting if a quorum is not present within one-half (1/2) hour of the set time. If cancelled, the meeting will be rescheduled for one (1) week later at the same place and time.9.2.2. If a quorum is not present within one-half (1/2) hour of the set time of the second meeting, the meeting will be cancelled and a new General Meeting will be called with required notice.
9.3. Presiding Officer
9.3.1. The Chair presides over every General Meeting of the Section. The Vice-Chair presides in the absence of the Chair.9.3.2. If neither the Chair nor the Vice Chair are present within one-half (1/2) hour after the set time of the General Meeting, the Members will choose one (1) of the Members to preside.
9.4. Voting
9.4.1. Each paid-up Member of the Section has one (1) vote. A show of hands decides every vote at a General Meeting.9.4.2. A Member may not vote by proxy.
9.4.3. The Chair does not vote at a General Meeting, except to break a tie. If there is a tie and the Chair declines to vote, the motion is defeated.
9.4.4. A majority of the voting Members present decide each issue and resolution, unless the issue needs to be decided by a two-thirds vote of the voting Members.
9.4.5. The Chair declares a motion carried or lost. This statement is final and does not have to include the number of votes for or against the motion. The Chair does not have to take notice of abstentions.
9.4.6. The Chair decides any dispute on any vote. The Chair decides in good faith, and this decision is final.
9.5. Failure to Give Notice of Meeting
No action taken at a General Meeting is invalid due to:
9.5.1. Accidental failure to give notice to any member;9.5.2. Any member not receiving any notice; or
9.5.3. Any error in any notice that does not affect the meaning.
10. Financial and Other Matters
10.1. Fiscal Year
10.1.1. The fiscal year of the Section begins on October 1 of any year, and ends on September 30 of the following year.10.2. Financial Review and Reporting
10.2.1. The Treasurer presents the financial records of the Section to the Audit Committee for review at least once each year. The manner of this review is left to the discretion of the Board.10.2.2. At least one (1) member of the Elected Executive reviews all signed cheques to ensure that they match the books of record and to ensure that no cheques are made out to inappropriate or related parties.
10.2.3. At each Annual General Meeting, the Treasurer submits a complete statement of the books for the previous year.
10.3. Cheques and Contracts
10.3.1. The Elected Executive appoints two or more officers to have signing authority.10.3.2. All documents requiring the signature of the Section shall be signed by two of the appointed officers. (See ACC Bylaws VI.D.3)
10.4. Borrowing Powers
10.4.1. The Section may borrow or raise funds to meet its objects and operations. The Board decides the amounts and ways to raise money, including giving or granting security.10.4.2. Any action taken by the Section which involves a financial commitment by the Section in excess of the liquid assets of the Section at the time of such action shall not become effective until submitted and approved by the Board of The Alpine Club of Canada. (See ACC Bylaws VI.D.2)
10.5. Spending Limits
10.5.1. Any expenditure exceeding $500 which is not balanced by approximately equivalent receipts must be approved by the Members at the Annual General Meeting or a Special General Meeting.10.6. Payments
10.6.1. No Member, Director or Officer of the Section receives any payment for his services as a Member, Director, or Officer.10.6.2. Reasonable expenses incurred while carrying out duties of the Section may be reimbursed upon Board approval.
11. Parliamentary Authority
11.1. Rules of Order
11.1.1. The rules contained in the current edition of Robert’s Rules of Order Newly Revised govern the Section in all cases to which they are applicable and in which they do not conflict with these Bylaws or the bylaws of the Alpine Club of Canada.12. Amending the Bylaws
12.1. Procedure
12.1.1. These Bylaws may be amended by a two thirds (2/3) vote at any Annual General Meeting or any Special General Meeting called for that purpose.12.1.2. Notice of the proposed amendments will be mailed to Members or published in the Section newsletter, the Blizzard, no later than 21 days prior to the meeting. This notice will state the details of the amendments.
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