ROCKY MOUNTAIN SENIORS SKI CLUB. 1. To promote affordable alpine skiing for skiers who are 55 years and older;

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1 Objectives ROCKY MOUNTAIN SENIORS SKI CLUB 1. To promote affordable alpine skiing for skiers who are 55 years and older; 2. To negotiate members discounts at ski resorts, ski shops, accommodation providers and other service providers; 3. To organize group tours to ski resorts for the members; 4. To promote fellowship among members; 5. To encourage members to continue alpine skiing as they advance in age; 6. To promote opportunities to help members to improve their skiing skills; 7. To promote year-round activities that contribute to the social and physical well-being of the members; 8. To raise funds to achieve the objectives of the society. Page 1 of 8

2 Bylaws Article 1 Definitions 1.1. In these Bylaws, a) annual general meeting means a general meeting held pursuant to section 25 of the Act; b) Club means the Rocky Mountain Seniors Ski Club; c) Executive means the Executive of the Club; d) general meeting means a general meeting of the Club; e) majority means, with reference to a vote, at least 50% plus 1 vote of those persons casting a vote; f) member means a person who is a member of the Club; g) objects means the objects of the Club set out in the application for incorporation of the Club; h) special meeting means, except in Article 5.5, a special meeting of the Club; i) special resolution means a special resolution as defined by section 1(d) of the Act In these Bylaws, a reference a) to the Act is a reference to the Societies Act, chapter S-14 of the Revised Statues of Alberta 2000 and includes a reference to any successor to that Act, and b) to a provision of the Act includes a reference to any successor to that provision. Article 2 - Membership 2.1. Any person who is 55 years of age or older and who supports the objects of the Club may be a member Any person who wishes to join the Club must provide proof of age and pay the membership fee The Executive shall recommend an annual membership fee to the general membership for their approval at the annual general meeting The membership year commences on November 1 and concludes on the following October 31. Page 2 of 8

3 2.5. A member who has not paid the membership fee by December 31 ceases to be a member (therefore cannot participate in any tours until he/she has re-registered) Membership fees are not refundable except at the discretion of the Executive Any member who wishes to resign from membership in the Club may do so upon written notification to the Secretary of the Club Any member who does not comply with Article 4.3 or 4.4 may be expelled from the Club by a resolution of the Executive On application by a person who has been expelled under Article 2.8, the Executive may reinstate that person's membership in the Club, subject to any conditions, if any, that the Executive may prescribe Notwithstanding anything in this Article, a person who is expelled from membership in the Club shall be reinstated as a member, if a majority of the general membership votes in favour of reinstating that person. Article 3 - Membership Registry 3.1 The Club shall, in accordance with section 36 and 36.1 of the Act, maintain and administer a register of the members. Article 4 Rights, Duties and Obligations of Members 4.1. A member is entitled to attend any general meeting or special meeting and to vote on any matter put to the question at that meeting A member may stand for election and, subject to Article 6.12, for re-election to be a member of the Executive A member while engaged in an activity that is sponsored by the Club is not to act in any manner that a reasonable person would consider to be detrimental to the Club A member is not to engage in any act of soliciting any other member for personal or business gain. President s note: It is important to include this in messages to members In accordance with section 21 of the Act, no member is, in the member's individual capacity, liable for a debt or liability of the Club. Article 5 - Executive of the Club 5.1. The Executive is the board of directors of the Club The Executive shall be elected by a majority vote at the annual general meeting The Executive shall have full control and management of the Club's affairs The Executive shall meet at least 6 times a year at the call of the President Special meetings of the Executive shall be called at the request of any 6 members of the Executive if they request the President in writing to do so and state the business to be brought before the meeting Except with the permission of the Executive, persons who are not members of the Executive may not attend meetings of the Executive or committee meetings of the Executive. Page 3 of 8

4 5.7. A quorum for a meeting of the Executive is 6 members of the Executive A vote taken at a meeting of the Executive shall be determined by a majority of the Executive present at the meeting and is to be taken a) by a show of hands, or b) at the discretion of the Executive, by a secret vote The President shall not cast a vote on any matter being voted on at an Executive meeting or at a general meeting or a special meeting except where the vote is tied In the absence of both the President and Vice-President, those present at a meeting may elect a chairperson to preside The Executive may determine the procedure to be followed for the conduct of meetings of the Executive or any committee of the executive or of the Club. Article 6 - Officers of the Club, Duties and Terms of Office 6.1. The Executive shall consist of a president, past president, secretary, treasurer, and at least 6 other members In addition to the members referred to in Article 6.1, the Executive may include a member as vice president The President is the chief executive officer of the Club and shall a) preside at all meetings of the Club and all meetings of the Executive; b) call and conduct all meetings of the Executive and of the Club; c) be responsible for the overall direction of the Club; d) serve as an ex-officio member of all committees of the Club The Vice President shall a) in the absence of the President, preside at any meeting of the Club; b) assume any other duties the President or Executive may assign The Past President shall a) provide consultation to Executive members when requested by the President; b) chair the Nominations Committee; c) review the Club s operating manual and bring recommended changes to the Executive for approval; d) assume any other duties the President or Executive may assign The Treasurer shall a) ensure that all Club monies are properly budgeted, received, disbursed, accounted, and reported; b) present audited financial statements for the Club; c) present financial reports to the Executive; d) prepare a financial statement of the Club to be submitted at the AGM The Secretary shall a) record the business transacted at all meetings of the Club; b) prepare and distribute the minutes to all members of the Executive; c) maintain a book with up-to-date copies of agendas and minutes (including all reports and attachments). Page 4 of 8

5 6.8. The other Executive members not referred to in Articles 6.3 to 6.7 shall carry out duties as assigned by the President or Executive Notwithstanding Article 6.1 to 6.8, at the direction of the Executive, a member of the Executive may carry out the duties or functions of another member of the Executive Unless otherwise determined by a majority of the Executive, every member of the Executive is to attend the meetings of the Executive and may, subject to Article 5.9, vote on any matter to be voted on by the Executive A member of the Executive may be removed from office at any time by a a) majority vote of all the members of the Executive, or b) majority vote of the general membership attending a general meeting called for the purpose of conducting that vote Unless otherwise directed by a vote of the members attending a general meeting, a) the term of office of a member of the Executive is 2 years; b) a member of the Executive may not remain in the same position on the Executive for more than 2 terms; c) a member who serves on the Executive for 6 consecutive years is not eligible to stand for election to the Executive until at least one year has expired from the time that the member last served on the Executive Notwithstanding Article 6.12(a), where a member of the Executive s term has expired, that person may, unless otherwise directed by the Executive, continue to serve in that person s position until the replacement for that position assumes office Where a vacancy occurs in a position on the Executive, the Executive may appoint a person to serve in that position until the expiration of the term of office for that position or for such shorter period of time as the Executive may determine If a person appointed to fill a vacancy under Article 6.14 serves in that position pursuant to that appointment for less than one year, that time served is not, unless otherwise directed by the Executive or a vote of the general membership at a general meeting, to be considered as a term of office for the purposes of Article 6.12(b) A member may be appointed to fill a vacancy under Article 6.14 even though that person is not eligible under Article 6.12 (c) to stand for election. Article 7 - Registered Office and Seal 7.1. In accordance with section 24 of the Act, the registered office of the Club is to be located in Alberta at a location established by a resolution of the Executive When the location of the registered office of the Club is changed, the Club shall, in accordance with section 24(2) of the Act, file a notice of the change with the Registrar Unless otherwise directed by the Executive, the seal of the Club is to be in the custody of the Treasurer Unless otherwise directed by resolution of the Executive, the Club may enter into any contract or may exercise any authority or may carry out any action under Article 9 without the necessity of affixing the seal of the Club to the document. Page 5 of 8

6 Article 8 - General Meetings 8.1. The Club must hold an annual general meeting on or before May 15th in each year At the annual general meeting, the Executive shall, in accordance with section 25 of the Act, present a financial statement setting out the Club's income, disbursements, assets and liabilities, audited and signed by the Club's auditor At least 21 days notice of a general meeting must be given by means of a notice to the members A special meeting may be called by the President and must be called by the President upon receipt of a petition setting forth the reason for calling such a meeting and signed by at least 20 members or 10% of the general membership, whichever is the lesser At least 10 days notice of a special meeting must be given by means of a notice to the members Subject to section 1(d) of the Act, a vote taken at a general meeting or a special meeting shall, unless otherwise determined by the Executive, be determined by a majority of the members present at the meeting and is to be taken a) by a show of hands, or b) at the discretion of the Executive, by secret ballot At the discretion of the Executive, a vote of the membership may be taken by means of regular mail or by , telephone or other electronic means A quorum for a general meeting or a special meeting is 10% of the general membership of the Club Unless otherwise directed pursuant to a vote of the members attending a general meeting or a special meeting, the Executive may determine the procedure to be followed for the conduct of the meeting A notice of a general meeting or a special meeting may be given to a member by any one or more of the following: a) regular mail; b) ; c) notification in a Club newsletter; Note: was left in to keep open our options and to avoid a by-law change d) personal delivery. Article 9 - Financial Management, Audit and Transactions 9.1. All funds of the Club must be kept on deposit or in an investment in a bank, credit union, or treasury branch Funds of the Club may only be used in pursuit of the objects of the Club The signing authorities of the Club are the President, Past President and the Treasurer, and it includes any other member designated by the Executive All cheques must be signed by any two of the signing authorities. Page 6 of 8

7 9.5. With prior approval of the Executive, any member may enter into a contract on behalf of the Club The Treasurer shall issue cheques for outstanding invoices to the Club in accordance with instructions from the Executive At the direction of the Executive, the Treasurer may deal with a negotiable instrument pursuant to section 19 of the Act For the purpose of carrying out its objects, the Club may, in accordance with section 18 of the Act, borrow or raise or secure the payment of money in any manner as the Executive sees fit, where permitted to do so by a resolution of the Executive The Club may only exercise the powers provided for under section 17 of the Act where permitted to do so by a resolution of the Executive A member, officer or director of the Club may be reimbursed for expenses Except where approved by the Executive, a member, officer or director of the Club shall not, subject to Article 9.10, be paid any remuneration by the Club The books and records of the Treasurer must be audited at least once a year by a duly qualified accountant or by two members elected for that purpose at the annual general meeting At a day, time and place agreed to by the member of the Executive who has possession of a book or record of the Club and a member of the Club seeking to inspect the book or record, that book or record may be inspected by that member, subject to any conditions as determined by the Executive Unless otherwise permitted by the Executive, a member inspecting a book or record under Article 9.13 may not take exclusive possession of that book or record and may only inspect the book or record under the supervision of a member of the Executive. Article 10 - Returns to the Registrar The Club shall, in accordance with section 26(2) of the Act, in each calendar year on or before the last day of the month immediately following the anniversary month, file an annual return with the Registrar For the purposes of Article 10.1, "anniversary month" means the month in each year that is the same as the month in which the certificate of incorporation of the Club was issued. (The Certificate of Incorporation was issued on 2008/04/22.) The Club shall, in accordance with section 26(3) of the Act, file a return with the Registrar where there is a change in a) the membership of the Executive, or b) the name, address or occupation of a member of the Executive A return under Article 10.3 must be filed within 30 days from the day that the change occurs The Club shall, in accordance with section 24(2) of the Act, file a return with the Registrar setting out any change of location of the registered office of the Club A return under Article 10.5 must be filed within 15 days after the day that the change was made. Page 7 of 8

8 Article 11 - Indemnity The Club shall, except where otherwise determined by the Executive, indemnify and save harmless any member from any loss or damage suffered by that person while performing or carrying out duties or functions on behalf of the Club if that person was acting within that person's scope of authority For the purposes of this Article 11.1, "scope of authority" means, a) in the case of a member of the Executive, any actual or implied authorization given to that person under these Bylaws or by the Executive to carry out a duty or function on behalf of the Club, and b) in the case of a member who is not a member of the Executive, the actual authorization given to that person by the Executive to carry out a duty or function on behalf of the Club For the purposes of Article 11.2, the actual authorization may be given to a member by means of one or more of the following: a) a direction set out in the Club's operating manual; b) a written direction directed to that member; c) a direction sent out in an or other electronic mode directed to that member but only if a hard copy of that direction is kept by the sender of the direction Any indemnity or protection provided to any person under this Article does not apply to a) any act of fraud, dishonesty or bad faith, or b) any actions specifically prohibited or excluded by the Executive. Article 12 - Amendments Amendments to these bylaws may be made pursuant to a vote conducted at a general meeting These bylaws may be rescinded, altered or added to in accordance with section 15 of the Act The objects of the Club may be altered in accordance with section 16 of the Act. Article 13 - Dissolution The Club may be dissolved by a Special Resolution passed at a general meeting The Club may prior to its dissolution, distribute its assets and funds to a society that operates under objects similar to those of the Club Subject to Article 13.2, upon dissolution all remaining assets and funds will be distributed to a qualified non-profit organization. Page 8 of 8

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