Walden Community Association By-Lawswaldenyyc.ca/wp-content/uploads/Walden-Community...September 2015 Walden Community Association By-Laws 2 3.1.1 Individual Members To become an Individual

September 2015 Walden Community Association By-Laws 1

Walden Community Association

By-Laws

Article I – Introduction

1.1 Name

The name of the Society is the Walden Community Association, which may also be referred to

as ‘WCA’ or the ‘Association’.

1.2 Headings

Headings are for convenience only and do not affect the interpretation of these By-laws.

1.3 The By-laws

The following articles set forth are the By-laws of the Association and all members must

abide by and uphold these by-laws.

Article II – Boundaries

2.1 Boundaries

The boundaries of the Walden Community Association shall be within the City of Calgary as

follows:

North: 194 Avenue SE

South: 210 Avenue SE

East: Walden Blvd. SE

West: Macleod Trail SE

Article III – Membership

3.1 Classification of Membership

There are six categories of Membership

a) Individual

b) Family

c) Associate Individual*

d) Associate Family*

e) Honorary Life

* Associate Individual/Family: one or more related members of individuals/families residing

outside of the community for program registration and use of community facilities purposes.)


3.1.1 Individual Members

To become an Individual Member, such person must

a) Reside within Walden community

b) Must be the age of eighteen (18) years and

c) Pay the annual membership fee designated for an Individual Member

3.1.2 Family Membership

Family Membership shall include up to two (2) adult members and all children up to the age

of eighteen (18) years. To become a Family Member, such persons must:

a) Be a resident of Walden

b) Pay the annual membership fee designated for Family Members

3.1.3 Associate Individual

To become an Associate Member, such person must:

a) reside outside of Walden

b) Be eighteen years of age and

c) Pay the annual membership fee designated for an Associate Member.

3.1.4 Associate Family Membership

Associate Family Membership shall include up to two (2) adult members and all children up

to the age of eighteen (18) years. To become an Associate Family Member, such persons

must:

c) reside outside of Walden

d) Pay the annual membership fee designated for Family Members

3.1.5 Honorary Life Membership

Individuals may be granted an Honorary Life Membership who:

a) Were founding members instrumental in establishing the Association

b) Were past presidents of the Association or

c) Are nominated by the members in good standing for outstanding community service. The

Board of Directors shall vote to ratify the Honorary Life Membership.

3.2 Membership Fees

3.2.1 Membership Year

The membership year is October 1st to September 30th.

3.2.2 Setting Membership Fees

Membership fees will be determined for each membership type by the Board shall prior to

the upcoming membership year.

3.2.3 Payment date for Fees

The annual membership fee is due and payable on the date of purchase and/or the date of

expiry.


3.3 Voting Rights

3.3.1 Voting Members

Members who are eligible to vote at General meetings of the association are:

a) Individual members

b) Adult Family members

c) Honorary members

3.3.2 Number of Votes

A Voting member, present in person, is entitled to one (1) vote at a General meeting of the

Association.

3.4 Suspension of Member

3.4.1 Decision to suspend

The Board, at a Special meeting called for the purpose, may suspend a Member’s

membership for not more than three (3) months, for one or more of the following reasons:

a) If the member has failed to abide by the By-laws

b) If the member has been disloyal to the Association

c) If the member has disrupted meetings or functions of the Association or

d) If the member has done or failed to do anything judged to be harmful to the Association.

3.4.2 Notice of Suspension to Member

The affected Member will receive written notice of the Board’s intention to deal with whether

that Member should be suspended or not. The Member will receive at least two (2) weeks

notice before the Special Meeting.

3.4.3 Decision of the Board

3.4.3.1 The vote to suspend the Member shall be by secret ballot and passed by simple majority.

3.4.3.2 The Member shall be informed in writing of the decision of the Board within seven (7) days of

the meeting.

3.4.3.3 The member may appeal the decision to the Executive within seven (7) days of receipt of

written notice.

3.4.3.4 The member shall not receive a refund of fees during a period of suspension nor have any

voting rights in the Association.

3.5 Termination of Membership

3.5.1 Resignation

3.5.1.1 Any member may resign from the Association by sending or delivering written notice to

the Secretary or President of the Association.

3.5.1.2 Once the notice has been received, the Member’s name shall be removed from the

Registry of Members


3.5.2 Deemed Withdrawal

Any member who is in arrears for fees or assessments shall not be entitled to any

membership rights or privileges.

3.6 Expulsion of Member

3.6.1 Decision to Expel

The Board of Directors may vote to expel a Member by two-thirds (2/3) majority by secret

ballot for one or more of the following reasons:

a) If the member has failed to abide by the By-laws

b) If the member has been disloyal to the Association

c) If the member has done or failed to do anything judged to be harmful to the Association.

3.6.2 Notice of expulsion

3.6.2.1 The Board shall inform the member by written notice of the reason(s) for expulsion and shall

ask for the member’s resignation within (14) days. The notice shall be sent by double

registered letter to the last address on the Association’s membership list. From receipt of this

notice, the Member shall have no rights or privileges except that s/he may appear before the

Board to appeal the expulsion.

3.6.3 Decision of the Mediation Review Panel

3.6.3.1 The member may appear on his/her behalf or with a representative before the Board to

address the complaint(s).

3.6.3.2 The Board shall determine how the matter will be resolved

3.6.3.3 The Board of directors shall vote the recommendation of the Panel. If by two-thirds (2/3)

majority vote it is decided to expel the member, the member shall be notified within seven

(7) days of the decision.

3.6.3.4 The member shall not receive a refund of fees, if expelled.


Article IV – Meetings of the Association

4.1 The Annual General Meeting (AGM)

4.1.1 The AGM Details

The Association shall hold its Annual General Meeting (AGM) within ninety (90) days of the

fiscal year end in Calgary, Alberta. The Board shall set the place, day and time of the

meeting.

4.1.2 Member notification of the AGM

The Board shall ensure that each member receives notice of the AGM in writing, at least

twenty-one (21) days’ notice, before the AGM. The notice will state the place, date and time

of the AGM.

4.1.3 Quorum

A quorum shall consist of twenty-five (25) voting members.

4.2 Special General Meetings (SGM)

4.2.1 Calling of a Special General Meeting (SGM)

A Special General Meeting (SGM) may be called at any time:

a) By a resolution of the Board of Directors to that effect;

b) On the written request of at least five (5) Directors. The request must state the reason for

the SGM and the motion(s) intended to be submitted at this SGM; or

c) On the written request of at least twenty (20) voting members. The request must state

the reason for the SGM and the motion(s) intended to be submitted at this SGM.

4.2.2 Notice for the Special General Meeting (SGM)

Within seven (7) days of receipt of the written request for the SGM, the Secretary will mail or

deliver a notice to each Member which shall be at least twenty-one (21) days before the

SGM. This notice will state the date, time, place and purpose of the SGM.

4.2.3 Agenda for Special General Meeting (SGM)

Only the matter(s) set out in the notice for the SGM shall be considered at the SGM.

4.2.4 Procedures for the Special General Meeting (SGM)

Any SGM has the same method of voting and the same quorum requirements as the AGM.

4.3 Proceedings at the Annual General Meeting or a Special General Meeting

4.3.1 Failure to Reach Quorum

If a quorum is not present within one-half (½) hour after the set time of the scheduled

meeting will be deferred to be rescheduled within one week (7) days at the same time and

location. If a quorum is not present at the rescheduled time, the meeting will proceed with

the members in attendance.

4.3.2 Presiding Officer


4.3.2.1 An independent Chair, not excluding the eligibility of any individual, member or otherwise, is

appointed by resolution of the Board of Directors to chair a general meeting of the

association.

4.3.2.2 If the appointed chair is not present within one-half (½) hour after the set time for the

general meeting, the members shall appoint a chair.

4.3.3 Adjournment

The chair may adjourn any General Meeting with the consent of the members at the meeting.

The adjourned General meeting conducts only the unfinished business from the initial

meeting.

4.3.4 Voting

4.3.4.1 Each Voting member present has (1) vote and a voting card. A show of voting decides every

vote at every General Meeting. A secret ballot shall be used for suspensions, terminations,

contested elections and any other resolutions as the Members decide.

4.3.4.2 The chair, if eligible to vote, votes only in the case of a tie vote.

4.3.4.3 A voting member may not vote by proxy.

4.3.4.4 A simple majority of the votes cast by the members shall decide all votes. Any ties in voting

will be put to a second vote by secret ballot. Only in the event of a second tie will the chair’s

vote be used as the deciding vote, unless otherwise stated in these By-laws

4.3.4.5 The chair declares a resolution as carried or lost. This statement is final and does not have

to include the number of votes for and against the resolution in the minutes.

4.3.5 Failure to Give Notice of Meeting

No action taken at a general meeting is invalid due to:

a) Accidental omission to give notice to any member

b) Any member not receiving notice, or

c) Any error in any notice that does not affect the meaning

4.4 Proposed Projects

Proposed projects within the boundaries of the Association for development, redevelopment,

and rezoning may be put forward for approval or disapproval by the members at any general

or special meeting. Any person who as a material interest or is an agent of the government

body making the final decision the project may present the proposal to the members.

However he/she shall not be present for debate or for any vote by the members with respect

to the proposal.


Article V – The Government of the Association

5.1 Board of Directors

5.1.1 Governance and Management of the Association

The Board of Directors governs and manages the affairs of the Association. The Board is

responsible for establishing the CA’s vision and direction; ensuring financial health of the CA;

directing CA operations and ensuring that the CA has sufficient and resources. The Board

may hire such employees or agents as it deems necessary to carry out management

functions and other duties under the direction and supervision of the Board.

5.1.2 Responsibilities

Every director in exercising his/her powers and duties shall:

a) Act honestly and in good faith with a view to the best interests of the Association, and

b) Exercise the care, diligence, and skill that a reasonable, careful person would exercise in

similar circumstances.

5.1.3 General Powers and Duties of the Board of Directors

The powers and duties of the Board of Directors include but are not limited

a) Promoting the objects of the association; Promoting membership in the association

b) Hiring and dismissing employees to operate the association

c) Regulating employees duties and setting their salaries/wages

d) Maintain and protecting the association’s assets and property

e) Approving an annual budget for the association

f) Paying all expenses for operating and managing the association

g) Paying persons for services and protecting members from debts of the association

h) Investing any extra monies

i) Financing the operations of the association and borrowing or raising monies subject to

lease/license agreements

j) Making policies for managing and operating the association

k) Approving all contracts for the association

l) Maintaining all accounts and financial records of the association

m) Appointing legal counsel as necessary

n) Making policies, rules and regulations for operating the association and using its

facilities and assets.

o) Selling and disposing of all non-fixed property or assets of the association.

5.1.4 Major Duties of Directors

All Directors have the following responsibilities:

a) Define vision, mission and values of the CA

b) Govern the organization through board policies

c) Develop long term strategic plan/ strategic priorities

d) Approve Annual budget and other financial matters

e) ensure that the CA has sufficient human, financial and physical resources

f) Fulfill the legal requirements and obligations of a director.

5.1.5 Specific Responsibilities of Directors

a) Must be a member in good standing

b) Keep generally informed about the activities of the association and the community in

which it operates


c) Commit to the work of the association and be willing to serve on Board committees and

external committees as appropriate. Participate in special events organize by the

community association.

d) Exercise care, due diligence and skill in the performance of their duties

e) Know and respect the distinction in the roles of Board and management.

f) Be informed and follow the associations bylaws and policies

g) To attend a minimum of 7of 10 regular board meetings, be prepared for discussion and

vote from an informed prospective.

h) Voice clearly, at the time a decision is being taken, any opposition to a decision being

considered by the Board. Support any decisions made by the board and speak positively

of the Association to enhance its mission and goals.

5.1.6 Authority and Accountability

Individual Directors are elected under the authority of the bylaws and are responsible to the

members who elect and appoint them. They have no authority to act or give direction

individually.

5.1.7 Composition of the Board

The number of the Directors shall not be less than five (5) and not more than fourteen (14).

5.1.8 Election and Term of a Director

A Director shall be elected at the Annual General Meeting for two (2) year term with the

option to renew for an additional term, as determined by special resolution.

5.1.8.1 Automatic Removal of a Director: The office of a Director shall be automatically

vacated:

a) If a director resigns his/her office by giving one (1) month’s written notice to the

Secretary or President.

b) If s/he ceases to be a voting member of the Association

c) If s/he fails to attend three (3) consecutive meetings of the Board unless such failure is

excused by the Board.

5.1.8.2 Removal from Office

The Board of Directors may remove from office a Director by three-fourths (¾) majority vote,

by secret ballot for one or more of the following reasons:

a) If the Director has failed to abide by the By-laws,

b) If the Director has been disloyal to the Association,

c) If the Director has disrupted meetings or functions of the Association,

d) If the Director has done or failed to anything judged to be harmful to the Association, or

e) If the Director commits a breach of confidentiality of the proceedings of the Association.

5.1.8.3 Notice of Removal of a Director

a) The Board shall inform the Director by written notice of the reasons for removal and shall

ask for the Director’s resignation within seven (7) days. From receipt of this notice, the

Director shall have no rights nor privileges of a Director except that s/he shall be granted

the rights of an appeal process.

b) If the Director does not resign, the Director shall be given an opportunity for an appeal to

the Executive within seven (7) of receipt of notice of removal.

c) All notices shall be sent by double registered mail to the last known address of the

Director shown in the records of the Association, or the notice may be delivered by an

Officer of the Board at least seven (7) days prior to the meeting of the Board.


d) The vote to suspend the Director shall be by secret ballot and passed by a simple

majority.

e) The Member shall be informed in writing of the decision of the Executive within seven (7)

days of the meeting

5.1.9 Nominations

The Nominating Committee shall present a slate of candidates for each position but

nominations will also be received from the floor at the AGM.

5.2 Meetings of the Board

5.2.1 Number of meetings per year.

The Board holds not less than six (6) meetings each year.

5.2.2 The President calls the meetings.

The President also calls a Special Board meeting if any two (2) Directors make a request in

writing and state the purpose of the meeting.

5.2.3 Two (2) days’ notice for Board meetings, must be given in writing or by telephone, fax or

email to each Director.

5.2.4 A simple majority of the elected Directors shall constitute quorum for all Board meetings.

5.2.5 If there is no quorum present, the President adjourns the meeting to the same time, place,

and day of the following week.

5.2.6 Each Director has one vote, except the Chair, who only votes in the case of a tie.

5.2.7 WCA members may attend Board meetings at the discretion of the Board of Directors, unless

a particular meeting or portion thereof, is to be closed to non-Board members.

5.2.8 If there is a vacancy on the Board, the remaining Directors may appoint a member to fill that

vacancy for the remainder of the term.

5.3 Officers

5.3.1 Duties of the Officers of the Association

Below are all the duties of the officers of the Association. Job descriptions and

Potential Board Member checklist are listed in Article IX.

5.3.1.1 The President – Executive Officer

The role of the President is the primary spokesperson and representative of the CA,

providing direction and leadership to the Board of Directors.

Major Duties of the All Directors

See Section 5.1.4

Specific Responsibilities of all Directors


See Section 5.1.5.

Additional Specific Responsibilities of the President

a) Calls and chairs the meetings of the Board and membership.

b) Ensure that the work of the Board and Executive is conducted efficiently and

effectively.

c) Set Board agendas in consultation with the other Board members and the

Executive.

d) Ensure that the board is properly informed about the operations of the

association and has the necessary information and opportunity to make

decisions.

e) Act as the Board’s primary liaison with the Executive.

f) Serve as ex officio, non-voting member of all committees. Ensuring that the

chairperson are orientated with the community association.

g) Act as the public and media spokesperson for the association on matters of

Board policy.

h) Ensures financial sustainability of the community association.

i) Acts as one of the signing authorities for cheques and other documentations,

approving modest expenditures.

Authority and Accountability

The President is accountable to the members of the Community Association.

Term

Directors will serve a term of two (2) years, with the option of renewing for an

additional two (2) terms, or as determined by special resolution as per by-law 7.1.4.

5.3.1.2 The Vice-President – Executive Officer:

The role of the Vice President is to be the primary replacement for the President

when unable to be available for meetings and events, helping to provide direction

and leadership to the Board of Directors.


See Section 5.1.4

Specific Responsibilities of All Directors

See Section 5.1.5.

Additional Specific Responsibilities of the Vice-President

a) Chairs the meetings of the Board and membership when the president is

unavailable. If the Vice-president is absent, the Directors will elect a Chairperson

for the meeting;

b) Replaces the President at various functions when asked to do so by the President

or the Board;

c) Is an ex-officio member of all committees, except the Nominating Committee;

d) Carries out other duties assigned by the Board.

e) Ensure that the work of the Board and Executive is conducted efficiently and

effectively.

f) Set Board agendas in consultation with the other Board members and the

Executive.


g) Ensure that the board is properly informed about the operations of the

association and has the necessary information and opportunity to make

decisions.

h) Act as the Board’s primary liaison with the Executive.

i) Acts as one of the signing authorities for cheques and other documentations,

approving modest expenditures.


The Vice-President is accountable to the members of the Community Association.

Term



5.3.1.3 The Secretary

The Secretary is responsible for the clerical duties associated with the community

association, including recording and distributing accurate minutes of Board

meetings, maintaining a current filing system and overseeing general board

correspondence.


See Section 5.1.4


See Section 5.1.5.

Additional Specific Responsibilities of the Secretary

a) Assists in notifying the Board members of meetings and ensures that there is

quorum.

b) Serves on the Executive Committee.

c) Attends all meetings of the Association and the Board;

d) Keeps accurate minutes that include motions and decisions resulting, as well as

keeps attendance at these meetings.

e) Distributes copies of the minutes.

f) Keeps a copy of the list of all members (provided by the Membership

Committees) as well as the list of members associated with all sub-committees.

g) Ensures the distribution of Board correspondence to appropriate members of the

Board as well as responds to Board correspondence when required.

h) Keeps the Seal of the Association;

i) Files the annual return, changes in the Directors of the Association, and

amendments to the By-laws and other incorporating documents with the

appropriate organizations and/or authorities;

j) Carries out other duties assigned by the Board.

k) Acts as one of the signing authorities for cheques and other documentations.


The Secretary is accountable to the President and the members of the Community

Association.

Term




5.3.1.4 The Treasurer

The role of the Treasurer is to ensure the proper recording, deposits and

disbursements of all association funds.


See Section 5.1.4


See Section 5.1.5.

Additional Specific Responsibilities of the Treasurer

a) Ensure up-to-date, complete, and accurate records are kept of the association’s

financial matters.

b) Ensure that proper financial systems and procedures are in place i.e. deposits,

cheques, and accounting. Acting as a signing officer and issuing cheques as

required.

c) Ensure all monies paid to the Association are deposited in a chartered bank,

treasury branch or trust company chosen by the Board;

d) Ensure a detailed account of revenues and expenditures are presented to the

Board as requested; in addition to all reports required for the Annual General

Meeting.

e) Compile and ensure proper processes in the approval of the budget.

f) Ensures an audited statement of the financial position of the Association is

prepared and presented to the AGM;

g) Chairs the Finance Committee of the Board;

h) Carries out other duties assigned by the Board.


The Treasurer is accountable to the Board of Directors.

Term



5.3.1.5 The Membership & Communications Directors

The roles of the Membership & Communications Directors can be a combined as role

or as 2 separate roles, but should work together. This role is to maintain proper

records of memberships, to send out mass communications as required by the

Executive and ensure that all social media is updated where appropriate.


See Section 5.1.4


See Section 5.1.5.

Additional Specific Responsibilities of the Membership & Communications Director(s)

Membership Related:

a) Ensure current, complete and accurate records are kept of the association’s

membership.

b) Update Membership database including email addresses, in order to send out

mass emails as requested by the Executive.


c) Coordinates a membership table at all community events and any available door

prizes for membership draws.

d) Ensure that all members pay their annual dues and forward/deposit any monies

as required by the Treasurer’s “proper financial procedures”.

e) Completes all membership cards as submitted by newsletter, internet &

sanctioned external facilities (e.g. Trico Centre), ensures to deliver/mail the cards

with all related materials as determined by the board.

Communications Related:

a) Coordinate with membership committee when sending out mass emails as

requested by the Board.

b) Monitor all social media such as facebook, twitter, Instagram and website to

ensure that all issues, concerns and discussions from the community are being

reported back to the board.

c) Work with newsletter & website committees to ensure all messages being sent

out as requested by the Executive.


The Membership & Communications Director(s) are accountable to the Board of

Directors

Term



5.3.1.6 The Fundraising Director

The role of the Fundraising Director is to explore fundraising options and present

ideas to the board to help continue the fiscal health of association.


See Section 5.1.4


See Section 5.1.5.

Additional Specific Responsibilities of the Fundraising Director

a) Investigate via the City of Calgary Community Liaison and other avenues, for

current options for fundraising and grants available and present ideas to the

board to help continue the fiscal health of the association

b) Complete grant applications to the best of their ability, seeking clarification from

the board if required

c) Monitor all fundraising events, recruiting the necessary volunteers as required.


The Fundraising Director are accountable to the Board of Directors

Term



5.3.1.7 Events Coordinator


The Events Coordinator is responsible for the management and coordination of all

events of the association: participate in the marketing and public relations plans and

the contributions to the website for the association; promote sponsorship, trade,

business arrangements and relationships with businesses, individuals and

organizations interested in supporting the association’s events and activities; work in

coordination with the Membership & Communications Director(s), the Fundraising

Director, other board members and volunteers in attracting funding for the

association.


See Section 5.1.4


See Section 5.1.5.

Additional Specific Responsibilities of the Events Coordinator

a) Plan, implement and do follow-up for all special events and annual receptions.

b) Develop and maintain event and volunteer databases.

c) Manage all aspects of volunteer committees and volunteer coordination,

including but not limited to, staffing, recruitment, supervision, training and

acknowledgement.

d) Coordinate event logistics, publicity, including public relations, advertising and

collateral material design, production and distribution.

e) Responsible for the development and fulfillment of the events and marketing

budgets.

f) Cultivate and expand sponsorship development and fulfillment; Coordinate

logistics of event ticket sales.

g) Supervise and coordinate with event contractors.

h) Annually develop and implement marketing plans and materials.

i) Write, submit and follow-up to ensure placement of press releases and stories to

established contacts with local and regional media.

j) Ensure updates of events etc. to the website.

k) Maintain and broaden social networking to benefit the organization.

l) Establish and expand merchandise opportunities.

m) Actively participate and staff committees as necessary and appropriate.

n) Assist the Fundraising Director, Membership & Communications Directors in

other fundraising events as necessary.


The Events Coordinator is accountable to the members of the Board of Directors.

Term

Director will serve a term of two (2) years, with the option of renewing for an


5.3.1.8 The Sports & Recreation Director (future role)

The role of the Sports Director & Recreation Director is primary liaison with all

sporting teams providing community programs.



See Section 5.1.4


See Section 5.1.5.

Additional Specific Responsibilities of the Director–At–Large

a) Reviews and prepares policy and procedures related to sports programs

b) Helps recruit coaches if required

c) Delegates coaching responsibilities

d) Organizes registration times and community signage if required

e) Additional responsibilities for community association run programs:

I. Sets and collects sports program fees

II. Arranges timetables

III. Attends zone and other city wide related meetings.

5.3.1.9 The Director-At-Large

The Director–At–Large is responsible for furthering and implementing the direction

established by the Board through active participation in Board activities.


See Section 5.1.4


See Section 5.1.5.


a) Support of and participation in special events and activities organized by the

Board of Directors and its sub-committees

b) Undertakes special one-time projects or ongoing projects for the community with

the approval of the Board of Directors.


Elected by and accountable to the members of the Community Association.

Reports to the President.

Term




5.3.2.1 The Past-President:

The Past-President serves in an advisory role to the president and association, and

provides guidance and expertise as a knowledgeable member of the board; advises

on past practices and operations in accordance with the association bylaws, and

assists officers in performing their duties, upon request.


See Section 5.1.4


See Section 5.1.5.

Additional Specific Responsibilities of the Past-President

a) A member of the board of directors and an officer on the executive committee.

b) Supportive of the president and the president elect, and an ambassador of the

association.

c) Mentors current President

d) Attends all monthly membership and board of directors meetings

e) Chairs the Nominating Committee

f) Carries out other duties as assigned by the Board


The Past-President is accountable to the Board of Directors

Term

Following a two (2) term as President, Past-President will serve a term of two (2)

years, with the option of renewing for an additional two (2) terms, or as determined

by special resolution as per by-law 7.1.4.

5.3.2.1. The Board Chair

As a partner to the president and other board members, the Board Chair will provide

leadership to the CA as it transitions from a newly formed organization into a sustainable long

term organization. The Board Chair will support and sustain the work of the CA, and provide

governance leadership and strategic fundraising support.


See Section 5.1.4


See Section 5.1.5.

Additional Specific Responsibilities of the Board Chair

a) Serves as the Chief Volunteer of the organization

b) Is a partner with the President in achieving the organization's mission

c) Provides leadership to the Board of Directors, who sets policy and to whom the

President is accountable.

d) Chairs meetings of the Board after developing the agenda with input from the

President and other board members.

e) Encourages Board's role in strategic planning

f) Appoints the chairpersons of committees, in consultation with other Board

members.


g) Serves ex officio as a member of committees and attends their meetings when

invited.

h) Discusses issues confronting the organization with the President.

i) Helps guide and mediate Board actions with respect to organizational priorities

and governance concerns.

j) Reviews with the President any issues of concern to the Board.

k) Monitors financial planning and financial reports.

l) Plays a leading role in fundraising activities

m) Formally evaluates the performance of the President and informally evaluates the

effectiveness of the Board members.

n) Evaluates annually the performance of the organization in achieving its mission.

o) Performs other responsibilities assigned by the Board.


The Board Chair is accountable to the members of the Board of Directors.

Term

The Board chair will serve a term of two (2) years, with the option of renewing for an


5.4 Board Committees

The Board of Directors may appoint advisory, standing and/or special committees to

make recommendations to the Board.

5.5 Standing Committees

The Board of Directors establishes these standing committees

a) Finance Committee

b) Nominating Committee


Article VI – Finance and other Management Matters

6.1 The Registered Office

The Registered Office of the Association is located in Calgary, Alberta as determined

by resolution of the Board.

6.2 Finance and Auditing

6.2.1 The fiscal year of the Association is April 1st to March 31st of each year.

6.2.2 The books, accounts and records of the Secretary and the Treasurer shall be audited

at least once a year by two (2) members of the Association appointed for that

purpose by the Board of Directors. A formal audit shall be completed at least every

three (3) years by a duly qualified accountant. A complete and proper statement of

the standing of the books for the previous year shall be submitted at the Annual

General Meeting.

6.3 Seal of the Association

6.3.1 The Board may adopt a seal as the Seal of the Association.

6.3.2 The Treasure has control and custody of the Seal, unless the Board decides

otherwise.

6.3.3 The Seal of the Association can only be used by a Director or member authorized

by the discretion of the Executive.

6.4 Cheques and Contracts of the Association

6.4.1 The President and the Treasurer and one other Director, sign all cheques drawn on

the monies of the Association. Two (2) signatures are required on all cheques.

6.4.2 All contracts of the Association must be signed by the President and the Treasurer

unless other persons are authorized to do so by resolution of the Board.

6.5 Keeping and Inspection of the Books and Records of the Association

6.5.1 The Secretary keeps a copy of the Minute Books and records minutes of all meetings

of the Board and the Executive Committee.

6.5.2 The Secretary keeps the original Minute Books at the Registered Office of the

Association. This record contains minutes from all meetings of the Association, the

Board and the Executive Committee

6.5.3 The Board keeps and files all necessary books and records of the Association as

required by the By-laws, the Societies Act, or any other statute or law.

6.5.4 All financial records of the Association are open for such inspection by the Voting


Members.

6.5.5 Other records of the Association are also open for inspection, except for records that

the Board designates as confidential.

6.5.6 A Voting Member wishing to inspect the books or records of the Association must give

notice of seven (7) days to the President or the Secretary of the Association of

his/her intention to do so.

6.5.7 Unless otherwise permitted by the Board, such inspection will take place only at the

Registered Office, or other regular business premises operated by the Association,

during normal business hours.

6.6 Borrowing Powers

For the purposes of carrying out its objectives, the Association may borrow or raise or

secure payment of money in such a manner as it deem fits. This power shall be

exercised only under the authority of two-thirds (2/3) majority vote at a General

Meeting of the Association.

6.7 Payments

6.7.1 Members, Directors or Officers of the Association will not receive payment for being a

Member, Director or Officer.

6.7.2 Reasonable personal expenses incurred while carrying out duties of the Association

may be reimbursed only with prior approval of the Board.

6.8 Protection and Indemnity of Directors and Officers

The Association shall indemnify a Director, a former Director, a person acting as its

representative, or their heirs against all costs charges and expenses, in respect of

any civil, criminal or administrative proceeding to which s/he is made a party by

reason of being a Director of the Association if:

a) s/he acted honestly and in good faith with a view to the best interests of the

Association; and

b) In the case of legal action that is enforced by a monetary penalty, s/he had

reasonable grounds for believing that his/her conduct was lawful.

6.9 Conflict of Interest

6.9.1 A conflict of interest occurs when a Director or someone with a close relationship to

the Director may benefit indirectly or directly as a result of a pending decision.

6.9.2 A Director of the Association shall disclose fully the nature and extent of any potential

or present conflict of interest

6.9.3 A Director of the Association who has an interest in a tender or contract to be

submitted to the Association shall immediately resign him/herself from any voting

position or discussion of the said matter.

6.9.4 No Director shall be a director on any other Community Association board or

executive.


Article VII – Amending the By-laws

7.1 Meeting to amend

7.1.1 The By-laws of the Association may be changed, altered, or added to by a Special

Resolution at any AGM or SGM of the Association.

7.1.2 The twenty-one (21) days’ notice of the AGM or SGM of the Association must include

details of any proposed resolution to change the by-laws.

7.1.3 At least three-fourths (¾) of the voting members, present at the meeting must

approve the change(s).

7.1.4 The amended by-law(s) take affect after approval of the Special Resolution at the

AGM or SGM, and only after approval of the Corporate Registry Alberta.

7.1.5 Robert’s Rules of Order shall be the final authority in the governing procedures at the

meetings of the Association, so long as they are not inconsistent with the provisions

of the Societies Act or these by-laws.

Article VIII – Distributing Assets and Dissolving the Association

8.1 The Association does not pay any dividends or distribute its property among its

Members.

8.2 In the event of the dissolution of the WCA and after payment of liabilities, all assets

not considered to be the property of the City of Calgary, shall be distributed to one or

more recognized charitable organizations in Calgary as the Members by special

resolution so determine.


Article IX. Walden Community Association – Job Descriptions

The Board is responsible for establishing the CA’s vision and direction; ensuring financial health of

the CA; directing CA operations and ensuring that the CA has sufficient and resources.

All Directors have the following responsibilities:

Major Duties of Directors







Specific Responsibilities of Directors

a) Be informed and follow the organizations bylaws and policies

b) Exercise care, due diligence and skill in the performance of their duties

c) Keep generally informed about the activities of the CA and the community in which it operates.

d) Commit to the work of the CA and be willing to serve on Board committees and external

committees as appropriate

e) To attend a minimum of 7 of 10 regular board meetings, be prepared for discussion and vote

from an informed prospective.

f) Voice clearly, the time a decision is being taken, any opposition to a decision being considered by

the Board. Support any decision made by the board and speak positively of the association to

enhance its mission and goals.

g) Know and respect the distinction in the roles Board and management.

h) Must be a member in good standing.


Individual Directors are elected under the authority of the bylaws and are responsible to the

members who elect and appoint them. They have no authority to act or give direction individually.

Term

A Director shall serve for two (2) year term with the option to renew for an additional term, as

determined by special resolution as per by-law 7.1.4.


PRESIDENT – Executive Officer The role of the President is the primary spokesperson and representative of the CA, providing

direction and leadership to the Board of Directors.

Major Duties of All Directors









b) Keep generally informed about the activities of the association and the community in which it

operates

c) Commit to the work of the association and be willing to serve on Board committees and external

committees as appropriate. Participate in special events organize by the community association.




g) To attend a minimum of 7of 10 regular board meetings, be prepared for discussion and vote


h) Voice clearly, at the time a decision is being taken, any opposition to a decision being considered

by the Board. Support any decisions made by the board and speak positively of the Association

to enhance its mission and goals.

Additional Specific Responsibilities of the President

a) Calls and chairs the meetings of the Board and membership.

b) Ensure that the work of the Board and Executive is conducted efficiently and effectively.

c) Set Board agendas in consultation with the other Board members and the Executive.

d) Ensure that the board is properly informed about the operations of the association and has the

necessary information and opportunity to make decisions.

e) Act as the Board’s primary liaison with the Executive.

f) Serve as ex officio, non-voting member of all committees. Ensuring that the chairperson are

orientated with the community association.

g) Act as the public and media spokesperson for the association on matters of Board policy.

h) Ensures financial sustainability of the community association.

i) Acts as one of the signing authorities for cheques and other documentations, approving modest

expenditures.


The President is accountable to the members of the Community Association.

Term

Directors will serve a term of two (2) years, with the option of renewing for an additional two (2)

terms, or as determined by special resolution as per by-law 7.1.4.

Time Commitment

8 to 20 hours per month


VICE-PRESIDENT – Executive Officer The role of the Vice President is to be the primary replacement for the President when unable to be

available for meetings and events, helping to provide direction and leadership to the Board of

Directors.











operates











Additional Specific Responsibilities of the Vice-President

a) Chairs the meetings of the Board and membership when the president is unavailable. If the Vice-

president is absent, the Directors will elect a Chairperson for the meeting;

b) Replaces the President at various functions when asked to do so by the President or the Board;

c) Is an ex-officio member of all committees, except the Nominating Committee;

d) Carries out other duties assigned by the Board.

e) Ensure that the work of the Board and Executive is conducted efficiently and effectively.

f) Set Board agendas in consultation with the other Board members and the Executive.

g) Ensure that the board is properly informed about the operations of the association and has the

necessary information and opportunity to make decisions.

h) Act as the Board’s primary liaison with the Executive.

i) Acts as one of the signing authorities for cheques and other documentations, approving modest

expenditures.


The Vice-President is accountable to the members of the Community Association.

Term



Time Commitment



SECRETARY – Executive Officer The Secretary is responsible for the clerical duties associated with the community association, including

recording and distributing accurate minutes of Board meetings, maintaining a current filing system and

overseeing general board correspondence.










b) Keep generally informed about the activities of the association and the community in which it operates






g) To attend a minimum of 7of 10 regular board meetings, be prepared for discussion and vote from an

informed prospective.

h) Voice clearly, at the time a decision is being taken, any opposition to a decision being considered by the

Board. Support any decisions made by the board and speak positively of the Association to enhance its

mission and goals.


a) Assists in notifying the Board members of meetings and ensures that there is quorum.

b) Serves on the Executive Committee.

c) Attends all meetings of the Association and the Board;

d) Keeps accurate minutes that include motions and decisions resulting, as well as keeps attendance at

these meetings.

e) Distributes copies of the minutes.

f) Keeps a copy of the list of all members (provided by the Membership Committees) as well as the list of

members associated with all sub-committees.

g) Ensures the distribution of Board correspondence to appropriate members of the Board as well as

responds to Board correspondence when required.

h) Keeps the Seal of the Association;

i) Files the annual return, changes in the Directors of the Association, and amendments to the By-laws and

other incorporating documents with the appropriate organizations and/or authorities;

j) Carries out other duties assigned by the Board.

k) Acts as one of the signing authorities for cheques and other documentations.


The Secretary is accountable to the President and the members of the Community Association.

Term

Directors will serve a term of two (2) years, with the option of renewing for an additional two (2) terms, or as


Time Commitment



TREASURER – Executive Officer The role of the Treasurer is to ensure the proper recording, deposits and disbursements of all

association funds











operates












a) Ensure up-to-date, complete, and accurate records are kept of the association’s financial

matters.

b) Ensure that proper financial systems and procedures are in place i.e. deposits, cheques, and

accounting. Acting as a signing officer and issuing cheques as required.

c) Ensure all monies paid to the Association are deposited in a chartered bank, treasury branch or

trust company chosen by the Board;

d) Ensure a detailed account of revenues and expenditures are presented to the Board as

requested; in addition to all reports required for the Annual General Meeting.

e) Compile and ensure proper processes in the approval of the budget.

f) Ensures an audited statement of the financial position of the Association is prepared and

presented to the AGM;

g) Chairs the Finance Committee of the Board;

h) Carries out other duties assigned by the Board.


The Treasurer is accountable to the President and the members of the Community Association.

Term



Time Commitment



MEMBERSHIP & COMMUNICATIONS DIRECTORS The roles of the Membership & Communications Directors can be a combined as role or as 2 separate roles,

but should work together. This role is to maintain proper records of memberships, to send out mass

communications as required by the Executive and ensure that all social media is updated where appropriate.




















mission and goals.

Additional Specific Responsibilities of the Membership & Communications Director (s)

Membership Related:

a) Ensure current, complete and accurate records are kept of the association’s membership.

b) Update Membership database including email addresses, in order to send out mass emails as requested

by the Executive.

c) Coordinates a membership table at all community events and any available door prizes for membership

draws.

d) Ensure that all members pay their annual dues and forward/deposit any monies as required by the

Treasurer’s “proper financial procedures”.

e) Completes all membership cards as submitted by newsletter, internet & sanctioned external facilities (e.g.

Trico Centre), ensures to deliver/mail the cards with all related materials as determined by the board.

Communications Related:

a) Coordinate with membership committee when sending out mass emails as requested by the Board.

b) Monitor all social media such as facebook, twitter, Instagram and website to ensure that all issues,

concerns and discussions from the community are being reported back to the board.

c) Work with newsletter & website committees to ensure all messages being sent out as requested by the

Executive.


The Membership & Communications Director(s) are accountable to the Board of Directors

Term

Directors will serve a term of two (2) years, with the option of renewing for an additional two (2) terms, or as


Time Commitment


FUNDRAISING DIRECTOR


The role of the Fundraising Director is to explore fundraising options and present ideas to the board

to help continue the fiscal health of association.











operates











Additional Specific Responsibilities of the Fundraising Director

d) Investigate via the City of Calgary Community Liaison and other avenues, for current options for

fundraising and grants available and present ideas to the board to help continue the fiscal health

of the association

e) Complete grant applications to the best of their ability, seeking clarification from the board if

required

f) Monitor all fundraising events, recruiting the necessary volunteers as required.


The Fundraising Director are accountable to the Board of Directors

Term



Time Commitment



Events Coordinators

The Events Coordinator is responsible for the management and coordination of all events of the association:

participate in the marketing and public relations plans and the contributions to the website for the association;

promote sponsorship, trade, business arrangements and relationships with businesses, individuals and

organizations interested in supporting the association’s events and activities; work in coordination with the

Membership & Communications Director(s), the Fundraising Director, other board members and volunteers in

attracting funding for the association.




















mission and goals.

Additional Specific Responsibilities of the Events Coordinator

a) Plan, implement and do follow-up for all special events and annual receptions.

b) Develop and maintain event and volunteer databases.

c) Manage all aspects of volunteer committees and volunteer coordination, including but not limited to,

staffing, recruitment, supervision, training and acknowledgement.

d) Coordinate event logistics, publicity, including public relations, advertising and collateral material design,

production and distribution.

e) Responsible for the development and fulfillment of the events and marketing budgets.

f) Cultivate and expand sponsorship development and fulfillment; Coordinate logistics of event ticket sales.

g) Supervise and coordinate with event contractors.

h) Annually develop and implement marketing plans and materials.

i) Write, submit and follow-up to ensure placement of press releases and stories to established contacts with

local and regional media.

j) Ensure updates of events etc. to the website.

k) Maintain and broaden social networking to benefit the organization.

l) Establish and expand merchandise opportunities.

m) Actively participate and staff committees as necessary and appropriate.

n) Assist the Fundraising Director, Membership & Communications Directors in other fundraising events as

necessary.


The Events Coordinator is accountable to the members of the Board of Directors.

Term & Time Commitment

Director will serve a term of two (2) years, with the option of renewing for an additional two (2) terms, or as

determined by special resolution as per by-law 7.1.4. Time commitment: 8 to 12 hours/month


SPORTS & RECREATION DIRECTOR

The role of the Sports Director & Recreation Director is primary liaison with all sporting teams

providing community programs.











operates











Additional Specific Responsibilities of the Sports & Recreation Director

a) Reviews and prepares policy and procedures related to sports programs

b) Helps recruit coaches if required

c) Delegates coaching responsibilities

d) Organizes registration times and community signage if required

e) Additional responsibilities for community association run programs:

I. Sets and collects sports program fees

II. Arranges timetables

III. Attends zone and other city wide related meetings.


The Sport & Recreation Director is accountable to the Board of Directors.

Term



Time Commitment



DIRECTOR – AT - LARGE

The role of the Director–At–Large is responsible for furthering and implementing the direction

established by the Board through active participation in Board activities.











operates












c) Support of and participation in special events and activities organized by the Board of Directors

and its sub-committees

d) Undertakes special one-time projects or ongoing projects for the community with the approval of

the Board of Directors.


Elected by and accountable to the members of the Community Association. Reports to the

President.

Term



Time Commitment



PAST-PRESIDENT

The Past-President serves in an advisory role to the president and association, and provides

guidance and expertise as a knowledgeable member of the board; advises on past practices and

operations in accordance with the association bylaws, and assists officers in performing their duties,

upon request.


g) Define vision, mission and values of the CA

h) Govern the organization through board policies

i) Develop long term strategic plan/ strategic priorities

j) Approve Annual budget and other financial matters

k) ensure that the CA has sufficient human, financial and physical resources

l) Fulfill the legal requirements and obligations of a director.


i) Must be a member in good standing

j) Keep generally informed about the activities of the association and the community in which it

operates

k) Commit to the work of the association and be willing to serve on Board committees and external


l) Exercise care, due diligence and skill in the performance of their duties

m) Know and respect the distinction in the roles of Board and management.

n) Be informed and follow the associations bylaws and policies

o) To attend a minimum of 7of 10 regular board meetings, be prepared for discussion and vote


p) Voice clearly, at the time a decision is being taken, any opposition to a decision being considered



Additional Specific Responsibilities of the Past-President

a) A member of the board of directors and an officer on the executive committee.

b) Supportive of the president and the president elect, and an ambassador of the association.

c) Mentors current President

d) Attends all monthly membership and board of directors meetings

e) Chairs the Nominating Committee

f) Carries out other duties as assigned by the Board


The Past-President is accountable to the members of the Board of Directors.

Term

Following a two (2) term as President, Past-President will serve a term of two (2) years, with the

option of renewing for an additional two (2) terms, or as determined by special resolution as per by-

law 7.1.4.

Time Commitment



BOARD CHAIR

As a partner to the president and other board members, the Board Chair will provide leadership to the CA as it

transitions from a newly formed organization into a sustainable long term organization. The Board Chair will

support and sustain the work of the CA, and provide governance leadership and strategic fundraising support.




















mission and goals.

Additional Specific Responsibilities of the Board Chair

a) Serves as the Chief Volunteer of the organization

b) Is a partner with the President in achieving the organization's mission

c) Provides leadership to the Board of Directors, who sets policy and to whom the President is accountable.

d) Chairs meetings of the Board after developing the agenda with input from the President and other board

members.

e) Encourages Board's role in strategic planning

f) Appoints the chairpersons of committees, in consultation with other Board members.

g) Serves ex officio as a member of committees and attends their meetings when invited.

h) Discusses issues confronting the organization with the President.

i) Helps guide and mediate Board actions with respect to organizational priorities and governance concerns.

j) Reviews with the President any issues of concern to the Board.

k) Monitors financial planning and financial reports.

l) Plays a leading role in fundraising activities

m) Formally evaluates the performance of the President and informally evaluates the effectiveness of the

Board members.

n) Evaluates annually the performance of the organization in achieving its mission.

o) Performs other responsibilities assigned by the Board.


The Board Chair is accountable to the members of the Board of Directors.

Term

The Board chair will serve a term of two (2) years, with the option of renewing for an additional two (2) terms,

or as determined by special resolution as per by-law 7.1.4.

Time Commitment: 8 to 12 hours per month


Article X. Walden Community Association – Checklists

10.1 Potential Board Member Checklist

YES NO

MY VALUES -- --

Do I want to serve on this board?

Do I believe in the importance and value of the organization to the community?

Can I endorse the organization’s mission without reservation?

PERFORMANCE EXPECTATIONS FOR ALL BOARD MEMBERS -- --

Can I be loyal to the interests of this organization?

Can I minimize the potential for conflict of interest if I sit on this board?

Am I prepared to work as part of the board team?

Am I joining this board with a desire to apply the principles of fair play, high ethical

standards and straight forward communication?

Am I committed to being prepared for all meetings?

Am I committed to being an active member of this board?

Am I comfortable with the distinction of board roles in the organization?

Am I comfortable dealing with issues related to confidentiality that are likely to

come before the board?

Am I prepared to be public advocate for this organization?

Am I aware of how to minimize my personal liability when sitting on this board?

INFORMATION ABOUT THIS BOARD OPPORTUNITY -- --

Is a formal orientation provided?

Is there board meeting schedule provided?

Are Board members job descriptions available?

Is a strategic plan available?

Does the Board have a Code of Conduct?

Is there a list of time and financial requirements for the board members?

Are there training events board members are expected to attend?


10.2 Good Board Practices Checklist

YES NO

1. The Board of Directors meets at a regular time and date?

2. The Board operates according to the constitution or by-laws under which the

organization is incorporated.

3. All Board members have a copy of the by-laws or constitution under which the

organization is incorporated.

4. The Board or its Executive Committee normally plans the Board meeting

agenda

5. We usually cover all the items on our board meeting agenda.

6. Minutes, committee and staff reports are distributed to the directors at least a

few days in advance of the meetings.

7. There is written job descriptions or statement of responsibilities for members

of the board.

8. There is a job description for the chair of the board.

9. The Board has approved policies outlining expectations in the following areas:

a. Financial management practices

b. Personal management practices

c. Conflict of Interest

d. Fundraising practices

e. Quality of Service to users, clients, consumers or the public

f. Safety of staff, volunteers and clients

10. There is a policy manual containing existing policies

11. The Board received regular financial reports and monitors the performance of

the organization in relation to its budget.

Documents

Walden Community Association By-Lawswaldenyyc.ca/wp-content/uploads/Walden-Community...September 2015 Walden Community Association By-Laws 2 3.1.1 Individual Members To become an Individual