By-Laws

Please email all questions & comments on the bylaws to board@acccalgary.ca.  

Timing of AGM, AFM, and Budget

AGM – April Section Meeting

  • Voting for elections shall take place online, prior to and during the Annual General Meeting, with the results announced before the end of that meeting.
  • The new Board takes effect the next day and has the summer to meet about and consider their new budget.

Annual Financial Meeting (AFM)

The AFM is to be held during the November Section Meeting. The fiscal year ends October 31st and the financials are presented to the membership shortly after. The new budget takes effect November 1st and needs to be approved near that time. To facilitate budget making, it is useful to have finalized the previous years finances.

The process to review the financials are: 

  1. The draft financials are presented to the Board during the October meeting (typically the first Tuesday of the month).
  2. The financials are presented to the club during the October section meeting (typically the 3rd Tuesday of the month). 
  3. Financials are put to a vote for approval during the AFM.

The process to review the budget is:

  • The budget is presented to the Board for discussion in September and further discussed during the October board meeting.
  • The budget is presented to the membership during the October Section Meeting for comments and feedback.
  • Feedback by email is accepted
  • The board votes on the Budget during the November board meeting.
  • Budget is put to a vote for approval by membership at the AFM (November)

Board Structure and Voting Schedule

PositionCommitteeElection YearVoting
ChairExecutiveOddVoting
Vice ChairExecutiveOddVoting
TreasurerExecutiveEvenVoting
SecretaryExecutiveEvenVoting
ClimbingChairOddVoting
SkiChairEvenVoting
Training & LeadershipChairOddVoting
MembershipChairEvenVoting
Access & EnvironmentChairOddVoting
SocialChairEvenVoting
CommunicationsChairOddVoting
SafetyChairEvenVoting
WebmasterChairOddVoting
Breeze EditorChairEvenVoting
Past ChairSpecial-Non-voting
RopesSpecialAppointedNon-voting
LibrarianSpecialAppointedNon-voting
Section CampSpecialAppointedNon-voting

ARTICLE 1 – PREAMBLE

1.1: The name of the organization is the Alpine Club of Canada Calgary Section, hereinafter also called the Calgary Section or the Section.

1.2: The Section was established under the bylaws of the Alpine Club of Canada, as amended, which take precedence over the Section Bylaws where there is a conflict.

1.3: This document contains the general Bylaws of the ACC Calgary Section. These Bylaws regulate the transaction of business and affairs of the ACC Calgary Section.

1.4: The mission of the Section is that of the ACC – The Alpine Club of Canada promotes alpine experiences, knowledge and culture; responsible access; and excellence in mountain skills and leadership. 

ARTICLE 2 – DEFINITIONS AND INTERPRETING THE BYLAWS

2.1: Definitions – In these Bylaws, the following words and their stated definitions apply:

2.1.1: ACC means the Alpine Club of Canada

2.1.2: Annual Fiscal Meeting means an annual fiscal meeting of the Section; also see Section 4.2.

2.1.3: Annual General Meeting means an annual general meeting of the Section; also see Section 4.1.

2.1.4: Board means the Board of Directors of the Section. (See 5.1.3 Composition of the Board)

2.1.5: Bylaws means this and all other bylaws of the Section that are in effect at any time they are required.

2.1.6: Club means the Alpine Club of Canada.

2.1.7: Trip Coordinator means a person designated as a trip coordinator by the Section.

2.1.8: Director means any person elected or appointed to the Board.

2.1.9: General Meeting includes Annual General Meeting, Annual Fiscal Meeting, Special General Meeting, as well as Section Meeting

2.1.10: Member means a paid-up member of the Calgary Section.

2.1.11: Member-at-Large means a Member who has been appointed by and to the Board for a specified period to assist the Board to carry out their duties.

2.1.12: Officer means a member of the elected Executive Committee of the Section.

2.1.13: Registered Office means the official business office of the Section; also see Section 6.1.

2.1.14: Section means the Calgary Section of the Alpine Club of Canada.

2.1.15: Section Meeting means a regularly scheduled meeting for the members of the Calgary Section of the Alpine Club of Canada

2.1.16: Special General Meeting means a general meeting called for a special purpose, as explained in Section 4.1.3.

2.1.17: Special Resolution means:

a) A resolution passed

  1. At a General Meeting of which at least twenty-one days notice has been duly given, specifying the intention to propose the resolution, and
  2. By the vote of at least two-thirds of those members who, if entitled to do so, vote in person; OR

b) A resolution proposed and passed

  1. As a Special Resolution at a General Meeting of which less than twenty-one days notice has been given, if all the Members in attendance and entitled to do so, agree to vote on the resolution, and
  2. By the vote of at least two-thirds of those members who, if entitled to do so, vote in person;

2.1.18: Voting Member means a Member described in Section 3.2.2.

2.1.19: Student Member means a Member who has an ACC Student Membership. Student Members do not have voting privileges and cannot serve on the Board.

 

2.2: Interpretation – The following rules of interpretation must be applied in interpreting these Bylaws.

 

2.2.1: Singular and Plural: words indicating the singular number also include the plural, and vice-versa.

 

2.2.2: Masculine and Feminine: words indicating the masculine gender also include the feminine gender and vice versa.

 

2.2.3: Persons: words indicating persons include individuals, partnerships, associations, corporations, trustees, executors, administrators, and legal representatives.

 

2.2.4: Headings: These are for convenience only, and do not affect the interpretation of these Bylaws.

 

2.2.5: Liberal Interpretation: these Bylaws must be interpreted broadly and generously.

ARTICLE 3 - MEMBERSHIP

3.1: Admission of Members

3.1.1: Membership in the Section is available to all persons and organizations who are members of the Alpine Club of Canada, and subscribe to the ACC Vision, Mission, Values, and Goals.

 

3.1.2: Membership in the Section may be acquired by application and upon payment of the requisite dues to the Alpine Club of Canada.

 

3.1.3: Membership dues shall be fixed by the Board of the Calgary Section.

 

3.2: Rights and Privileges of Members

 

3.2.1: Any Member in good standing is entitled to:

a) Receive notice of General Meetings of the Section; and

b) Attend any General Meeting of the Section; and

c) Speak at any General Meeting of the Section; and

d) Exercise other rights and privileges given to Members in these Bylaws; and

e) Other privileges as established from time to time by the Board.

3.2.2: Voting Members

Only Members in good standing who are at least eighteen years old can vote at General Meetings of the Section. Student members as defined in 2.1.19 do not have voting privileges.

3.2.3: Member in Good Standing

A Member is in good standing when he is a paid-up member of the Section and has not had his good standing revoked by the Board in a notice as per section 3.3. 

3.3: Suspension of Privileges

3.3.1: Decision to Suspend 

Any Member of the Section may be recommended for temporary suspension of some or all of their privileges by the vote of a majority of the Board members who are in attendance at a Board Meeting where the matter is considered.

Membership privileges may be suspended for one or more of the following reasons:

a) If the Member has failed to abide by the Bylaws of the Section;

b) If the Member has failed to follow the rules and regulations of the Section;

c) If the Member has disrupted meetings or functions of the Section; or

d) If the Member’s conduct is likely to be injurious to the perceived character of the Club, or the interests of the Section or its members, in the opinion of the Board.

3.3.2: Notice to the Member

3.3.2.1: The affected Member will receive written notice of the Board’s intention to consider and vote on suspension of privileges. The Member will receive such notice at least two weeks before the Board Meeting, which will consider the matter.

3.3.2.2: The notice will be mailed, emailed, or otherwise delivered to the last known address of the Member as shown in the records of the Section. The notice may also be delivered by a member of the Executive Committee.

3.3.2.3: The notice will state the reasons for which suspension is being considered.

3.3.3: Decision of the Board

3.3.3.1: The Member will have an opportunity to appear before the Board to address the matter. The Board will allow an advocate to accompany the Member.

3.3.3.2: The Board will determine how the matter will be dealt with, and may limit the time allowed for the Member and their advocate to address the Board.

3.3.3.3: The Board may exclude the Member and their advocate from its discussion, and vote on the matter. This is to be determined by a vote of two-thirds of the Board members who are in attendance at a Board Meeting where the matter is considered.

3.3.3.4: The decision of the Board is final.

3.3.4: Reinstatement of Privileges

3.3.4.1: A Member may request the reinstatement of any suspended privileges after a minimum period of three months from the suspension, and then every subsequent three months.

3.3.4.2: A Member may be considered for the reinstatement of suspended privileges by the vote of a majority of the Board members who are in attendance at a Board Meeting where the matter is being considered.

3.3.4.3: The decision of the Board is final.

3.4: Termination of Membership

3.4.1: Resignation

3.4.1.1: Any Member may resign from the Section by providing written notice to the Board of the Calgary Section of the Alpine Club of Canada.

3.4.1.2: Once the notice is received, the Member is considered to have ceased being a Member on that date.

3.4.2: Death

The membership of a Member is ended upon his death.

3.4.3: Deemed Withdrawal

3.4.3.1: A member is deemed to have canceled his membership if he has not paid his annual membership fees by the due date.

3.4.4: Expulsion

Any Member of the Section may be recommended for expulsion from the club by the vote of a majority of the Board members who are in attendance at a Board Meeting where the matter is considered.

Membership may be revoked for one or more of the following reasons:

a) If the Member has failed to abide by the Bylaws of the Section;

b) If the Member has failed to follow the rules and regulations of the Section;

c) If the Member has disrupted meetings or functions of the Section; or

d) If the Member’s conduct is likely to be injurious to the perceived character of the Club, or the interests of the Section or its members, in the opinion of the Board.

3.4.5: Notice to the Member

3.4.5.1: The affected Member will receive written notice of the Board’s intention to consider and vote on expulsion. The Member will receive such notice at least thirty days before the Board Meeting, which will consider the matter.

3.4.5.2: The notice will be mailed, emailed, or otherwise delivered to the last known address of the Member as shown in the records of the Section. The notice may also be delivered by a member of the Executive Committee.

3.4.5.3: The notice will state the reasons for which expulsion is being considered.

3.4.6: Decision of the Board

3.4.6.1: The Member will have an opportunity to appear before the Board to address the matter. The Board will allow another person to accompany the Member.

3.4.6.2: The Board will determine how the matter will be dealt with, and may limit the time allowed for the Member to address the Board.

3.4.6.3: The Board may exclude the Member from its discussion of, and vote on the matter. This is to be determined by a vote of two-thirds of the Board members who are in attendance at a Board Meeting where the matter is considered.

3.4.6.4: The decision of the Board is final.

3.5: Transmission of Membership

No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies, or is expelled from the Section.

3.6: Continued Liability for Debts Due

If a person ceases to be a Member – by resignation, death, or otherwise – he is liable for any debts owing to the Section at the date the membership ended.

3.7: Limitation on the Liability of Members

No Member is, in his individual capacity, liable for any debt or liability of the Section.

ARTICLE 4 - MEETINGS OF THE SECTION

4.1: The Annual General Meeting of the Section

4.1.1: The Section holds its Annual General Meeting once per year. The place and time for each meeting shall be determined by the Board.

4.1.2: Agenda

The order of business at the Annual General Meeting may include the following:

a) Call to Order

b) Chair’s Address

c) Reports of Committees and Directors

d) Amendments to Bylaws

e) General business

f) Election of Executive members

g) Election results of Committee Chairs

h) New Business

i) Adjournment

4.2: The Annual Fiscal Meeting of the Section

4.2.1: The Section holds its Annual Fiscal Meeting once per year. The place and time for each meeting shall be determined by the Board.

4.2.2: Agenda 

The order of business at the Annual Fiscal Meeting may include the following:

a) Call to Order

b) Chair’s Address

c) Financial reports and statements

d) Presentation of the final budget

e) General business

f) New Business

g) Adjournment

4.3: Special General Meeting of the Section

4.3.1: Calling of Special General Meeting

A Special General Meeting may be called at any time:

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

b) On the written request of a majority of Directors. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at such Special General Meeting; or

c) On the written request of at least fifty Voting Members, in good standing, of the Section. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at such Special General Meeting.

4.3.2: Agenda for Special General Meeting

Only the matter(s) set out in the notice for the Special General Meeting may be considered at the Special General Meeting.

4.4: Proceedings at a General Meeting

4.4.1: Notice of a General Meeting must be given at least twenty-one days before the Meeting, and shall be mailed, emailed, or otherwise delivered to each Member listed in the Register of Members at the close of business on the preceding day. This notice states the place, date, time, and general nature of the business to be transacted at the meeting.

4.4.2: Validity of Business Transacted at Meetings

Any accidental omission to give notice of any General Meeting to any Member, or non-receipt of such notice by any Member shall not invalidate any resolution passed or any proceedings taken at that Meeting.

4.4.3: Quorum

A quorum at a General Meeting of the Section shall consist of ten percent of the qualified voters or thirty voting Members, whichever is less. In the event that fewer than the required number of members are present, the members present shall not be empowered to conduct any business for the Section, but shall have the authority to postpone the meeting for at least one hour. In the event that after the postponement, a quorum is still not present, the meeting shall be dissolved.

4.4.4: Voting

4.4.4.1: Voting, other than for elections, shall be either by online voting or by personal attendance at a General Meeting.

4.4.4.2: Voting for elections shall take place online, prior to and during the Annual General Meeting, with the results announced before the end of that meeting.

4.4.4.3: Each Member in good standing with the Section has one vote with respect to any question.

4.4.4.4: The Chair does not have a second or deciding vote in the case of a tie. If there is a tied vote, the motion is defeated.

4.4.4.5: A majority of the votes of the Members present decides each issue and resolution, unless the issue requires a decision by a Special Resolution.

4.4.5: Proxy Voting

Members may not vote by proxy.

4.4.6: Passing Motions

In all affairs of the Section, other than amendments to the Bylaws and Special Resolutions, a simple majority of votes is required to confirm any motion or resolution.

4.4.7: Attendance by the Public

General Meetings of the Section are open to the public as well as to Members.

4.4.8: Presiding Officer

4.4.8.1: The Chair presides over every General Meeting of the Section. The Vice-Chair presides in the absence of the Chair.

4.4.8.2: If neither the Chair nor the Vice-Chair is present within one-half hour after the set time for the General Meeting, the Board members present shall choose one of their number to chair the meeting.

4.4.9: Adjournment

If necessary to suspend the proceedings to commence at a later time or date, the presiding officer may adjourn any General Meeting with the consent by simple majority of the Voting Members at the meeting.

The reconvened General Meeting conducts only the unfinished business remaining prior to the adjournment.

4.4.9.1: No additional notice is necessary if the General Meeting is adjourned for less than thirty days as long as a quorum exists for that Meeting

ARTICLE 5 - THE GOVERNMENT OF THE SECTION

5.1: The Board of Directors
5.1.1: Governance and Management of the Section

The Board governs and manages the affairs of the Section.

5.1.2: Powers and Duties of the Board

The Board of Directors bears the powers and duties of the Section, which include:

a) Promoting the objectives of the Section

b) Promoting membership in the Section

c) Maintaining and protecting the Section’s assets and property

d) Approving an annual budget for the Section

e) Paying all expenses for operating and managing the Section

f) Paying persons for services and protecting persons from debts of the Section

g) Investing any extra funds

h) Financing the operations of the Section, and borrowing or raising funds

i) Making policies for managing and operating the Section

j) Approving all contracts for the Section

k) Maintaining all accounts and financial records of the Section

l) Appointing legal counsel as necessary

m) Making policies, rules, and regulations for operating the Section and using its facilities and assets

n) Selling, disposing of, or mortgaging any or all of the property of the Section, and

o) Without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee.

      1. Composition of the Board

        1. The Board of Directors of the Section is composed of the Executive Committee, Committee Chairs, and Appointed Directors.
        2. The Executive Committee and Committee Chairs are elected by the Members at the Annual General Meeting.
        3. The Appointed Directors are appointed by a vote of two thirds of the Board members who are in attendance at a Board Meeting where the matter is considered.
        4. The Calgary Section Executive Committee consists of the following elected Directors:

  1. Chair
  2. Vice-Chair
  3. Treasurer

  4. Secretary

        1. The Calgary Section Committee Chairs consist of the following elected Directors:

  1. Climbing Committee Chair
  2. Ski Committee Chair
  3. Training and Leadership Committee Chair
  4. Membership Committee Chair
  5. Access and Environment Committee Chair
  6. Social Committee Chair
  7. Communications Committee Chair

  8. Safety Committee Chair

  9. Webmaster

  10. Breeze Editor

        1. The Appointed Directors of the Calgary Section consist of a number, from zero to six, of Members at Large.
        2. No Director may serve more than six consecutive years on the Board, either by election or by appointment, except at the discretion of the Board in special circumstances and confirmed by the vote of a majority of the Board members who are in attendance at a Board Meeting where the matter is being considered.
        3. No Director shall act on behalf of the Club, nor shall they exercise their Board vote, if there is a conflict of interest between the Director’s personal interests and the interests of the Club. If a real or perceived conflict of interest arises during the term of a Director, that Director shall either:
  1. Abstain from voting or acting on behalf of the Board or Club in the specific matter where a conflict of interest has been identified, or if that is not practicable;

  2. Resign in accordance with section 5.1.5 (a)

      1. Election of Executive Directors and Committee Chairs, and Term of Office
        1. The Section shall elect the Executive Directors and the Committee Chairs , prior to and during the Annual General Meeting, with the results announced before the end of that meeting. There shall be an election every year, with half of the Executive members being elected each year. When circumstances create an imbalance, implementation of one-year terms or extensions may be used to restore balance.
        2. The term of office for all Executive Committee and Committee Chair positions shall be for two years unless one or more terms of one year or three years are required. Executive Committee members may be elected for additional terms at a General Meeting, within the limits of 5.1.3.7
        3. Each elected Director takes office immediately following the Annual General Meeting.
        4. Each Director must be a Voting Member of the Section.

      1. Resignation, Death, or Removal of a Director

a) Any Director may resign from office by giving one month’s notice in writing. The resignation takes effect on the later of:

  1. The end of the month’s notice; or

  2. The date the Board accepts the resignation.

b) The Board may remove any Director before the end of his term, who fails to attend three Board meetings.

c) Voting Members may remove any Director, including the Chair, before the end of his term by a majority vote at a Special General Meeting called for this purpose.

d) When a vacancy occurs in the Board, caused by death, resignation, expulsion, or otherwise, it shall be filled by a successor duly appointed by the Board. The Director so appointed shall hold that position until the next Annual General Meeting.

      1. Meetings of the Board

  1. The Board holds at least four meetings each year, or more if deemed necessary.

  2. The Chair calls the meetings. The Chair also calls a meeting if any two Directors make a request in writing and state the business of the meeting.
  3. Notice of Board Meeting

  1. When notice is provided by mail, the notice shall be mailed at least ten days prior to the Board meeting to each Board member at his last known address, as recorded in the Register of Members of the Section.

  2. Five days notice is required for Board meetings when notice is provided via telephone, or Email to each Board member.
  3. Meetings of the Board may be held at any time without formal notice if all Directors are present or those absent waive notice or signify their consent in writing to the meeting being held in their absence.

  1. A majority of the Section Directors must be present at any Board meeting in order to constitute a quorum.

  2. The Chair presides over every Board meeting if possible. The Vice-Chair presides in the absence of the Chair. If neither the Chair nor the Vice-Chair is present within one-half hour after the time set for the Board meeting, the Directors present choose one of their number to chair the meeting.
  3. If there is no quorum, the Chair has the authority to adjourn the meeting for at least one hour. In the event that after the postponement a majority of Committee members are still not present, official committee business cannot be conducted and the meeting will be rescheduled
  4. Each Director, including the Chair, has one vote, if more than one individual co-chairs a committee, that committee will have one board vote.
  5. A motion is determined by a vote of two-thirds of the Board members who are in attendance. The Chair does not have a second or deciding vote.
  6. Meetings of the Board are open to Members of the Section to observe, but only Directors may vote. A majority of the Directors present may ask any other Members, or other persons present, to leave.

  7. Meetings of the Board may be held by alternative methods (such as email or teleconference) as agreed to by the Board. Directors who participate in these alternative-format meetings are considered in attendance for the meeting. Reasonable efforts shall be undertaken to allow all members of the board to participate, including response time. Quorum as described in section 5.1.6.d is required for any motions or resolutions to be passed during meetings held by alternative methods.
  8. Normal business transacted in good faith at any meeting of the Board is not invalidated by irregularities or errors.

  9. Meetings of the Board shall follow the same business procedures as the Annual General Meetings and in the event of any dispute, “Roberts Rules of Order” shall apply in the absence of any policy of the Section which provides guidance.

      1. Appointments

The Board may appoint non-voting Special Task Coordinators to the Board or to any Committee from time to time.

    1. Officers

The Executive Committee of the Section shall be composed of the following:

  1. Chair

  2. Vice-Chair

  3. Treasurer

  4. Secretary

    1. Duties of the Executive Committee

      1. Chair:
  1. When present, chairs meetings of the Board and of the Executive Committee; and
  2. When present, chairs meetings of the Section; and

  3. Is automatically a member of all Committees; and
  4. Acts as the spokesperson for the Section; and

  5. Chairs the Executive Committee; and

  6. Carries out other duties assigned by the Board.

      1. Vice-Chair:
  1. Presides at meetings in the Chair’s absence; and
  2. Acts on behalf of the Chair at various functions when requested by the Chair or the Board; and
  3. Attends all meetings of the Board and the Executive Committee; and

  4. Carries out other duties assigned by the Board.

      1. Secretary:

  1. Attends all meetings of the Board and the Executive Committee; and

  2. Keeps accurate minutes of these meetings, as well as alternative meetings; and
  3. Archives the Board’s correspondence; and
  4. Makes sure all notices of various meetings are posted; and
  5. Carries out other duties assigned by the Board.

      1. Treasurer:

  1. Attends all meetings of the Board and the Executive Committee; and

  2. Makes sure all funds paid to the Section are deposited in a chartered bank, treasury branch or trust company chosen by the Board; and
  3. Makes sure all accounts payable from the Section are honoured; and
  4. Prepares the annual budget of the Section with input from the Board; and

  5. Presents a detailed account of revenues and expenditures to the Board as requested; and
  6. Prepares and presents a statement of the financial position of the Section at the Annual General Meeting; and
  7. Carries out other duties assigned by the Board.

    1. Past Chair:

  1. Counsels the Board and is available to take on special assignments; and
  2. Provides history for Section discussions when requested and/or appropriate; and

  3. Carries out other duties assigned by the Board.

    1. Board Committees

      1. Establishing Committees

        1. The Board may appoint committees to advise the Board.

        2. Their structure and duties shall be in accordance with the Section’s bylaws and policies.
        3. Members of each committee are approved by the Chair of that specific committee.
        4. A Special Committee of the Section may be appointed by the Board of Directors, as may be necessary from time to time. A Special Committee shall cease to exist once its task is complete and its final report has been submitted to the Section or by decision by simple majority by the Board during a Board Meeting.
      1. General Procedures for Committees

  1. Excluding special committees formed as per 5.4.1.4, the Chair of each Committee created by the Board becomes a Director and member of the Board.
  2. The Chair of the Committee calls committee meetings.
  3. Committees shall meet as deemed necessary by the Chair of that Committee.
  4. Each committee records minutes of its meetings and distributes these minutes to the Chair of the Board.
  5. Each committee Chair provides reports at each Board meeting as available.
      1. Notice of Committee Meetings

Notice of each Committee Meeting must be delivered to each Member of the Committee, by mail, e-mail, or otherwise, at least five days before the meeting, unless all affected Members waive notice. The notice states the date, place, and time of the meeting.

      1. Quorum

        1. A majority of the Committee members must be present at any meeting of that Committee in order to constitute a quorum.

        2. If there is no quorum, the Committee Chair has the authority to postpone the meeting for up to one hour. In the event that after the postponement a majority of Committee members are still not present, official committee business cannot be conducted and the meeting will be rescheduled.
      1. Voting

Each member of the Committee, including the Committee Chair or each co-Chair, has one vote per decision at the Committee Meeting. A motion is determined by a vote of two-thirds of the Committee members who are in attendance.

    1. Standing Committees

The Board establishes the following standing committees:

  1. Executive Committee

  2. Nominating Committee

      1. Composition and Duties of the Executive Committee:

  1. The Executive Committee is composed of the Chair, Vice-Chair, Secretary, and Treasurer.

  2. The Executive Committee is responsible for planning agendas for the Board meetings; carrying out emergency and unusual business between Board meetings; reporting to the Board on actions taken between Board meetings; and carrying out other duties as assigned by the Board.

  3. The meetings are called by the Chair or on the request of any two other Executive Directors. They must contact the Chair in writing to request a meeting and state the business of the meeting.
  4. The Executive Committee is accountable to the Board.

      1. Composition and Duties of the Nominating Committee

  1. At any time earlier than 60 days prior to the Annual General Meeting, a Nominating Committee shall be appointed.

  2. The Nominating Committee shall be composed of at least three Voting Members of the Section.
  3. The Nominating Committee shall present a complete slate of nominees for election to the open Director positions prior to the Annual General Meeting.
  4. Other nominations shall be called for at the Annual General Meeting and shall be accepted, provided each person so nominated is eligible and has given his consent, in which case a vote shall be held.

  5. The Nominating Committee can recommend members as appointed Directors to the Executive Committee.

ARTICLE 6 - FINANCE AND OTHER MANAGEMENT MATTERS

    1. The Registered Office

The Registered Office of the Section is located in Calgary, Alberta. Another place may be established at a General Meeting or by resolution of the Board.

    1. Finance and Auditing

      1. The fiscal year of the Section ends on October 31 of each year, which coincides with the ACC National’s fiscal year.
      2. There must be a review of the financial statements of the Section at least once each fiscal year by at least one member in good standing, who is not a board member. The reviewer(s) will be given access to any relevant information requested.
      3. At each Annual Fiscal Meeting of the Section, the Treasurer shall submit a complete and reviewed financial statement for the previous fiscal year.
  1. This statement sets out the Section’s income, disbursements, assets and liabilities;

  2. The review of the statement will be completed in good faith and must be signed by the appointed reviewer(s), however the reviewer(s) will not be held responsible for errors or omissions in the financial statements; and
  3. The reviewer(s) are appointed either at the first Section meeting where the budget is proposed, or by the Board when deemed necessary.
    1. Cheques and Contracts of the Section

      1. The Board may designate up to four of its Directors to act as signing authorities for the Section. Two signatures shall be required on all cheques or contracts.
      2. All contracts of the Section must be signed by either the designated directors, as described in 6.3.1, or other persons authorized to do so by resolution of the Board.
    1. The Keeping and Inspection of the Books and Records of the Section

      1. The Secretary keeps a copy of the Minutes and records minutes of all meetings of the Members and of the Board.

      2. The Secretary keeps the original Minutes. This record contains minutes from all meetings of the Section, the Board, and the Executive Committee.
      3. All financial records of the Section are open for inspection by the Members in good standing.
      4. Other records of the Section are also open for inspection, except for records that the Board designates as confidential.

      5. Any Member wishing to inspect the books or records of the Section must give reasonable notice to the Chair or the Secretary of the Section of his intention to do so.
    2. Borrowing Powers

      1. The Section may borrow or raise funds to meet its objectives and operations. The Board decides the amounts and ways to raise money, including giving or granting security.
      2. Any action taken by the Section which involves a financial commitment by the Section in excess of the liquid assets of the Section at the time of such action shall not become effective until submitted and approved by the Board of The Alpine Club of Canada.

    3. Payments

      1. No Member or Director of the Section shall profit financially from his services as such, unless he is an employee of the Section.

      2. Reasonable expenses incurred while carrying out duties of the Section may be reimbursed.

    1. Spending Limits

      1. Any capital expenditure exceeding $5,000 must be approved by the Members at a General Meeting of the Section.

ARTICLE 7 - AMENDING THE BYLAWS

    1. Changing the Bylaws

These Bylaws may be canceled, altered, or added to by a Special Resolution at any General Meeting.

    1. Notice of Change to Bylaws

The twenty-one days notice of any General Meeting of the Section must include details of any proposed resolution to change the Bylaws.

    1. Bylaw Effective Date

The amended Bylaws take effect after approval by Special Resolution at a General Meeting.

ARTICLE 8 – RULES OF ORDER

    1. Rules of Order

The latest edition of Robert’s Rules of Order Newly Revised shall govern all points of order not embodied in these ACC Calgary Section Bylaws.

ARTICLE 9 – LIQUIDATION OR TERMINATION OF THE SECTION

    1. Liquidation or Termination

The Section shall be terminated voluntarily whenever a Special Resolution is passed requiring the Section to be so terminated. In the event of liquidation, dissolution, or termination of the Section, the property of the Section shall be distributed as follows:

a. Where funds are held by the Section in trust for and on behalf of any organization, all such funds shall be returned to such organization; or

b. Where funds are held by the Section in trust to be used as directed by a funding or gaming application, all such funds shall be returned to such organizations; or

c. Disbursed to one or more eligible charitable groups or purposes, or registered athletic organizations with objectives and goals similar to those of the Section.