Alpine Club of Canada

The Alpine Club of Canada Bylaws

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October 30, 2005

Membership

Board of Directors

Duties of the Board of Directors and Executive Committee

Election of Executive Committee

Committees

Sections

Annual Meeting

Extraordinary Meetings

Quorum

Awards

Library

Amendments

Dissolution

Interpretation

MEMBERSHIP:
1. Membership in the Alpine Club of Canada is available to all persons and organizations who subscribe to its aims and objects.
2. Membership may be acquired by application and upon payment of the requisite dues, and additionally by any other manner authorized by a two thirds vote of the Board of Directors.
3. Membership dues shall be fixed by the Board of Directors and may be reviewed annually.
4. Membership dues shall be published annually and made available to all members.
5. The Board of Directors may expell from the club by a vote of two thirds of those present at the meeting at which it is considered any member whose conduct is such as shall in their opinion be injurious to the character of the club or the interest of the members. The Board shall however give the member thirty (30) days written notice of the charge, mailed to him at his last known address, and provide him with a reasonable opportunity to defend the case to be presented against him to the Board at its next scheduled meeting.
BOARD OF DIRECTORS:
1. The administration of the Club shall be entrusted to a Board of Directors which shall be responsible to the membership of the Club.
2. The Board of Directors shall consist of the following voting members:
  1. A PRESIDENT whose duties shall include the chairing of all Board, Executive Committee, annual and extraordinary meetings of the Club including setting Agendas for such meetings, and co-ordination of Club Activities to enhance the reputation of the Club and further its aims and objects.
  2. A VICE-PRESIDENT FOR ACTIVITES whose duties shall include the Summer Camps and Ski Mountaineering committees of the ACC, other committees and programs related to activity as determined by the Board, and rendering such assistance and support to the President as he may require and request.
  3. A VICE-PRESIDENT FOR ACCESS & ENVIRONMENT whose duties shall include overseeing and co-ordinating the work of the regional section access and environment committees, and other committees and programs of the ACC related to access and the environment.
  4. A VICE-PRESIDENT FOR FACILITIES whose duties shall include overseeing and coordinating the work of the Huts and Clubhouse committees, other committees and programs of the ACC related to facilities as determined by the Board, and rendering such assistance and support to the President as he may require and request.
  5. A VICE-PRESIDENT FOR MOUNTAIN CULTURE whose duties shall include the celebration of art, science, literature, history and mountain culture in Canada, the overseeing and coordinating of the work of the Mountain Culture Committee and programs of the ACC related to its history and culture as determined by the Board, and rendering such assistance and support to the President as he may require and request.
  6. A VICE-PRESIDENT FOR SERVICES whose duties shall include overseeing and coordinating the work of the Education, Expeditions, Scientific Research and Sport Climbing committees, other committees and programs of the ACC related to services as determined by the Board, and rendering such assistance and support to the President as he may require and request.
  7. A SECRETARY whose duties shall include overseeing and coordinating the work of the Awards, Legal, and Planning committees, other committees and programs of the ACC related to services as determined by the Board, attendance at all Board, Executive Committee, Annual and Extraordinary meetings of the Club to take minutes and arrange for their publication as necessary, the keeping of permanent records, maintaining up to date membership lists and publishing the same from time to time, taking care of routine correspondence and sending out all notices of meetings.
  8. A TREASURER whose duties shall include overseeing and coordinating the work of the Finance, and Endowment committees, keeping the accounts of the Club in accordance with generally accepted accounting practices.
  9. A SECTION REPRESENTATIVE from each section to be elected by the section to a two year term to ensure regional representation on the Board. This representative may be any section member who is also a member of the Alpine Club of Canada. If the representative is unable or unwilling to complete his term, his section executive may appoint another to act in his place for the remaining term.
3. The Board of Directors may include the following non-voting members:
  1. The Board may employ an Executive Director to assume such responsibilities as the Board may from time to time allocate to him. The Executive Director is employed at the pleasure of the Board of Directors and is a non-voting member of the Board.
  2. The immediate past president of the Club, provided that he is willing and able to serve as a non-voting member.
  3. The voting members of the Board may from time to time appoint representatives of affiliated organizations to sit on the Board for such time as may be deemed appropriate by the voting members. Such appointments may be made at any Board meeting and in any event shall be reviewed annually.
4. There shall be an Executive Committee of the Board of Directors.The members of the Executive Committee shall be:
  
  The President
  The Vice-President for Activities
  The Vice-President for Access and Environment
  The Vice-President for Facilities
  The Vice-President for Mountain Culture
  The Vice-President for Services
  The Secretary
  The Treasurer
  The Immediate Past President (non voting position
DUTIES OF THE BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE:
1. The Board of Directors is responsible for establishing the policies of the Club and has the general charge, superintendence and control of all the affairs, properties and interests of the Club as authorized by these By-Laws.
2. The duties of the Executive Committee are to assist in the implementation of policies established by the Board of Directors, supervise the Executive Director in the day to day administration of the Club, and to provide swift and effective response to issues arising between Board meetings.
3. The Board shall provide for the sage custody of the Common Seal which shall not be impressed on any document except when such impression is attested by the signatures of:
  1. Any two members of the Executive Committee
  2. Any one member of the Executive Committee together with the Executive Director.
  3. The Executive Director for the sole purpose of certifying under the seal of the Club copies of or extractions from the Constitution and By-Laws, minutes of the meetings, resolutions of the members or any document executed or issued by the Club.
  4. Any document executed as aforesaid shall be conclusive evidence to any person dealing in good faith with the Club, without actual notice or any defect, that all proceedings have been properly taken and that the persons signing the document are duly authorized to do so. The word document in the By-Laws includes any writing required to be executed under the seal.
4. Board meetings may be called by the President, or by two other voting members of the Board.
5. The Board shall meet not less than once per year, at such time and place as it decides, on written notice mailed or delivered so as to ensure receipt at the last known address of each Board member not less than six weeks prior to the meeting.
6. Notice of each Board meeting shall include the agenda for the meeting and no other business may be decided at such meeting unless a majority of the Board personally present votes in favour of considering such business.
7. If the President is absent or chooses to disqualify himself from chairing a particular meeting, he shall appoint another voting member of the Board to take his place. If he fails to either chair a meeting or appoint another member to do so, then the voting members of the Board shall elect a chairman for that particular meeting.
8. A quorum for meetings of the Board of Directors shall include voting members from more than one half of the sections existing at the time of the meeting.
9. A resolution in writing signed by two thirds of the voting members of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held.
10. Between Board meetings, the Secretary may authorize the holding of a vote via email or other similar means on a matter deemed to be too urgent to wait until the next regular meeting. In such situations, the requirements regarding a quorum and the votes needed for the approval of a motion shall be the same as for regular Board meetings, The Executive Director shall ensure that a Board motion voted on in this manner be documented, and that those casting the majority of votes provide their signatures on the related document.
11. Directors Liability
  1. Limitation of Liability - No Director or Officer of the Club shall be liable for:
    1. the acts, receipts, neglects or defaults of any other Director or Officer or employee;
    2. for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Club through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Club;
    3. for the insufficiency or deficiency of any security in or upon which any of the monies of the Club shall be invested;
    4. for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Club shall be deposited;
    5. for any loss occasioned by or any error of judgment or oversight on his or her part; or
    6. for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto;
      unless the same are occasioned by the director or officer's own willful neglect or default, provided that nothing herein shall relieve any Director or Officer of any liability imposed upon him by the Act.
  2. Indemnity - Except for actions by or on behalf of the Club to procure a judgment in its favour, the Club shall indemnify its Directors and Officers and its former Directors or Officers and a person who acts or acted at the Club's request as a Director or Officer of another corporation of which this Club is or was a shareholder or creditor (hereinafter called "Other Corporation"), and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a Director or Officer of the Club or Other corporation; if
    1. he or she acted honestly and in good faith with a view to the best interests of the Club, and
    2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
  The Club, will on court approval, indemnify any person referred to in this paragraph 2. in respect of an action by or on behalf of the Club or Other Corporation to procure judgment in its favour, to which he or she is made a party by reason of being or having been a Director or Officer of the Club or Other Corporation against all costs, charges and expenses reasonably incurred by him or her in connection with such action if:
  1. he or she acted honestly and in good faith with a view to the best interests of the Club; and
  2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
  Subject to the Act, the Club shall indemnify any person referred to in this paragraph 2. who has been substantially successful in the defence of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a Director or Office of the Club or Other Corporation against all costs, charges and expenses reasonably incurred by him or her in respect of such action of proceedings
ELECTION OF EXECUTIVE COMMITTEE:
1. The election of the Executive Committee shall take place before the Annual General Meeting in every odd numbered year.
2. Appointment of Nominating Committee:
  Nominations for all nationally elected officers of the Club shall be prepared by a Committee on Nominations. The Committee on Nominations shall consist of the following persons, unless otherwise directed by a resolution of the Board:
  1. The Immediate Past-President (Chair)
  2. One member at large, selected by the chair.
  3. One member of the Executive Committee, elected by the Executive Committee.
3. Preparation of Slate
  1. The Committee on Nominations shall develop a slate of officers which contain up to two (2) candidates for each officer vacancy. At least one name must be provided. The preliminary slate of nominations shall be presented to the Board of Directors before November 15 of the year preceding the year in which the election is to be held.
  2. Additional nominations (in addition to those named in 1, above), for each position may by presented by no fewer than fifty (50) signatures verified as those of members in good standing. Such additional nominations will be accepted up to one month following the mailing date of the National newsletter (or its replacement from time to time) containing the preliminary slate of nominations as described in Section IV (C) (4) hereof.
  3. All nominees must give approval in writing in order to have their name placed in nomination, and must indicate their willingness and ability to meet obligations of office, and must provide a brief biographical description. Nominees may stand for one position only.
  4. Notification of a preliminary slate shall be published in the next regular publication of the National newsletter (or its replacement from time to time) by the Executive Director. Such notice shall include information on the placement of additional nominees (as described in 2, above), and shall fix the date for the proposed mailing of the ballot.
4. Ballot
  1. For any single vacancy, if there is not more than one nomination for that position, no ballot shall be required, and the person nominated shall be declared elected. An announcement of the result shall be made at the Annual General Meeting, and printed in the next regular publication of the Club.
  2. The Committee on Nominations shall have the responsibility for authorization and printing of the ballot and its distribution.
  3. The ballot shall be accompanied by a brief briographical description of each candidate.
  4. Ballots shall be sent to members at least sixty (60) days before the Annual General Meeting, and shall be returned to the location designated on the ballot not less than thirty (30) days prior to the meeting. This closing date, and names added by petition, shall be so indicated. Ballots received after the closing date shall be invalidated.
  5. A majority vote shall decide all elections.
5. Tellers
  The President shall name not fewer than two (2) Tellers from the membership who are not candidates for elections, who shall count the ballots and certify the election results. The Secretary shall report the election results to the Board of Directors and to the Annual General Meeting.
COMMITTEES:
There may be such temporary and standing Committees as the Board from time to time appoints. The Board shall set guidelines for each Committee activity and may appoint a Chairman who shall appoint such other members to the Committee from time to time as he deems appropriate
SECTIONS:
1. A section may be formed for any area where, in the opinion of the Board, the membership and potential membership is large enough to make such a section desirable.
2. Upon application, the Board may establish a new section by resolution at any Board meeting, by a two thirds (2/3) vote of those present.
3. All sections must subscribe to the Constitution and Bylaws of the Club.
4. Business of the Section:
  1. The affairs of the section shall be managed by the section executive.
  2. The powers of the section executive and of the members of the section at a meeting thereof shall, however, be subject to the following limitation: 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.
  3. The Section Executive may appoint two or more officers to have signing authority. All documents requiring the signature of the Section shall be signed by two of the appointed officers.
  4. The Section Executive shall be elected from the membership of the Section, and shall consist at a minimum of a chairman, a secretary, and a treasurer.
  5. In the event of the resignation or death of a member of the executive, a quorum of the remaining members of the executive may appoint a qualified member of the section to fill the vacancy.
5. At least one month before the section annual general meeting, the section executive shall appoint a nominating committee consisting of three section members, one of whom should be the past chairman. The nominating committee shall present a complete slate of nominations for the executive at the annual general meeting. 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.
6. The annual meeting shall take place once a year. All paid up members are entitled to a vote at all meetings.
7. A quorum at an annual or general meeting of the section shall consist of ten percent of the qualified voters or twenty persons, whichever is the smaller. A quorum of the section executive shall consist of three of its members.
8. Meetings
  1. Meetings of the section executive may be called by the chairman or any two other members of the executive at any time upon giving three days notice either by mail or by telephone. If all members of the executive waive notice in writing, no notice shall be necessary.
  2. Business meetings of the section shall be called by mailing written notice of meeting to all members at their addresses shown on the section records, not less than ten days prior to the date of such meeting. The accidental omission to give such notice to one or more members shall not invalidate the proceedings of the meeting.
9. The Board may by resolution dissolve a section if in the opinion of the Board the section no longer supports the constitution and bylaws of the club, or has insufficient members to provide a service to members of the club residing in that area. Sixty days notice shall be given by registered mail or by publication to the section executive of the section to be affected by such resolution.
ANNUAL MEETING:
1. An Annual Meeting of the Club shall be held in Canada at a location and on a date to be selected by the Board. The membership shall be notified of the date of the Annual Meeting by mail or by such other means as the board deems appropriate, so as to ensure receipt of notification at least six weeks prior to the date set.
2. The business of the Annual Meeting shall be the election of the Executive Committee (when required by these By-laws), receiving the report of the Executive Committee, receiving the auditors report, appointing an auditor for the ensuing year, and such other business as may be properly brought before the meeting.
3. The President shall preside at all Annual or Extraordinary Meetings of the Club, and he shall have the power to delegate this duty, and the functions associated therewith, to the Vice-President or any member of the Board. In the absence of the President, and in the event of his failure to delegate as aforesaid, the Secretary shall preside. If no such officer is present the meeting shall be adjourned for one month.
4. The minutes of the Alpine Club Meetings shall be available at the Club office on request during normal business hours. A summary of all motions passed shall be published and a copy mailed to all members.
EXTRAORDINARY MEETINGS:
An Extraordinary Meeting of the general membership may be called by the President, by any two other voting members of the Board, or by a group comprising of five per cent (5%) of Club Members. Notice of any such meeting shall be mailed to all members at least six weeks before the date of the meeting stating the purpose for which it is called, and the time and place of the meeting.
QUORUM:
1. Twenty members shall constitute a quorum at any Annual or Extraordinary Meeting of the Club.
2. A Board motion will be considered as carried if there is a quorum of directors and it is approved by a majority of votes cast. The Chair is entitled to one vote on all motions put before the Board. In the case of a tie vote, a motion will be considered as having been defeated.
3. A vote of the members may be taken by correspondence if:
  1. A suitable ballot is mailed to each member at his last known address with advice as to the place to which it should be returned, and,
  2. A date not less than thirty days in advance is fixed for taking the vote. No ballots received after the date so fixed shall be counted.
  3. The vote of the majority of the ballots counted shall govern (except where otherwise noted) and the President shall be deemed to be in the chair and to have a casting vote in the event of a tie. To the extent that it is reasonably practicable, all such votes shall be taken by secret ballot.
AWARDS:
The Board of Directors may from time to time make awards to members who have demonstrated exceptional levels of leadership in the club or performed outstanding services for the club.
LIBRARY:
A library or libraries shall be established where the publications of the club, books, maps, photographs and works of art relating to mountain scenery shall be gathered together and filed for the use of the membership of the Club.
AMENDMENTS:
1. The Constitution may be amended at any time by the following procedure:
  1. The Amendment shall be proposed by not less than five Members of the Club, two-thirds (2/3) of the Board must approve.
  2. The Executive Committee shall fix a date for closing the poll not less than three months and not more than six months after receiving the proposed Amendment.
  3. A copy of the proposed Amendment shall be mailed by the Executive Director to each Member with suitable ballot at least six weeks in advance of the date fixed for closing the poll, together with the names of the five Members proposing the amendment. To the extent that it is reasonably practicable, all such votes shall be taken by secret ballot.
  4. The ballots returned to the Executive Director shall be counted by a Committee appointed by the President and the result shall be certified by the Committee to the President.
  5. The proposed Amendment shall be adopted if it receives the affirmative vote of not less then two-thirds (2/3) of the votes cast and delivered to the Executive Director by mail or otherwise before the date fixed for closing the poll. Any amendment or amendments adopted in accordance with the foregoing procedure shall become effective when the result of the vote has been certified to the President. The result of every vote shall be printed in a publication sent to the membership.
2. The Bylaws may be amended at any regular meeting of the Board of Directors of the Alpine Club of Canada by two-thirds (2/3) vote provided the amendment proposed was submitted in writing at the previous regular meeting of the Board.
DISSOLUTION:
In the event of the dissolution of the Club all its remaining assets, after payment of its debts and liabilities, shall be:
1. Disbursed to one or more eligible charitable, religious groups or purposes, or registered athletic organizations with objects and goals similar to those of the Club; or
2. Transferred in trust to a municipality until such time as the assets can be transferred from the municipality to one or more eligible charitable, religious groups or purposes, or registered athletic organizations with objects and goals similar to those of the Club approved by the board of the Alberta Gaming and Liquor Commission.
INTERPRETATION:
In these By-laws:

"Board" means the Board of Directors of the Alpine Club of Canada.
"Club" means the Alpine Club of Canada.
"Last known address" means the most recent address of the Member as it appears on the club records.
"Notice" means notice required to be given under these By-laws and is sufficient if sent by ordinary mail, and is presumed to have been received forty-eight (48) hours after it is deposited in a Canada Post Office box or office.
"Section" means a sub group of the Club members centered in a particular geographical area and meeting on a regular basis for the purpose of carrying out the aims and objects of the Club.
The masculine shall be deemed to include the feminine or the plural where the context so requires.

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