Notice of special resolution: proposed changes to Team Edmonton bylaws

Notice is hereby given to all Team Edmonton Sports Association members that there is intention to propose the following resolution to be passed as a special resolution during the Annual General Meeting on September 20, 2017,
7 pm
at the Pride Centre of Edmonton (10618 105 Ave.).

WHEREAS the Board of Directors of the Team Edmonton Sports Association recommends amendments to the Society’s Bylaws;

THEREFORE BE IT RESOLVED that the Bylaws be amended as follows:

Amendment 1

  1. Add new Section 1 [Statement of Purpose]:
    • 1. To connect LGBTQ2+ adults through sports and recreation by working with activity leaders and community partners to offer safe, inclusive activities in Edmonton.
  2. Renumber remaining sections accordingly.

Amendment 2

  1. Delete Section 2.2 in its entirety:
    • Members shall not be entitled to share in any assets of the Association on dissolution.
  2. Add new Section 9 [Dissolution]:
    • 1. The society does not pay any dividends or distribute its assets to its members.
    • 2. If the society is dissolved, any funds or assets remaining after paying all debts and liabilities are to be paid to another charity with a similar mission and objectives, to be selected by members by special resolution passed at a general meeting. In no event does any member of the society receive any of the society’s assets.

Amendment 3

  1. Add to Section 2.4:
    • Any member wishing to withdraw from membership may do so upon a notice in writing to the Board of Directors through its President and/or Secretary.

Amendment 4

  1. Delete from Section 2.6:
    • There will be a one year waiting period after employment with the association before any staff member may be elected to the Board of Directors.

Amendment 5

  1. Delete from Section 3.a [Board of Directors Roles and Responsibilities] in its entirety and replace it with:
    • 1. The Board of Directors shall:
      • define the mission and overall direction of the Association
      • organize its activities to advance the Association’s mission and carry out its day-to-day operation
      • secure adequate financial resources for the Association to fulfill its mission
      • provide accountability and linkage to the Association’s membership and the greater community
      • ensure the Association adheres to ethical standards and norms and carries out its legal and fiduciary duties responsibly
      • enhance the organization’s public standing within the community
    • 1. The Board of Directors shall:
      • provide accountability and linkage to the membership and other stakeholders
      • define how the Board will organize itself to get its work done
      • ensure the Association meets all its reporting and legal responsibilities

Amendment 6

  1. Delete from Section 3.a.5:
    • The Board can hold electronic votes on issues between Board meetings, providing the decisions are reviewed at the next meeting for inclusion in the meeting minutes.
  2. Add new Section 3.a.6:
    • Meetings can be held in person or by telephone or any other method if the method permits all persons participating in the meeting to communicate with each other during the meeting. The Board can also hold electronic votes on issues between Board meetings, providing the decisions are reviewed at the next meeting for inclusion in the meeting minutes.
  3. Renumber remaining sections accordingly.

Amendment 7

  1. Delete from Section 3.a.7 in its entirety and replace it with:
    • Business must not be conducted at a regular meeting of the Board of Directors unless a quorum is present. A majority of Directors constitutes a voting quorum.
    • The quorum at regular all meetings of the Board of Directors shall be five members.

Amendment 8

  1. Add to Section 3.b.3:
    • Anyone wishing to serve on the Board of Directors shall register their intent with the President and/or Secretary of the Board at least one full week prior to the meeting. Nominations will not be entertained at the Annual General Meeting.

Amendment 9

  1. Delete Section 3.b.4 in its entirety:
    • Any candidate intending to run may promote and announce his/her intention leading into the meeting.
  2. Renumber remaining sections accordingly.

Amendment 10

  1. Delete from Section 3.c.3 in its entirety and replace it with:
    • Officers are appointed for a one-year term. No officer may serve in the same Executive Council position for more than four consecutive years.
      President The President is the official representative of the Board of Directors and oversees the operation of the Association. The President presides at meetings of the Association and Board of Directors and is an ex-officio member of all Committees. In their absence, the Vice President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
      Vice President The Vice President assumes the duties of the President in the event that the President can no longer serve or is removed, and such other duties as delegated to them from time to time by the President.
      Secretary The Secretary is responsible for the Association’s records and correspondence. The Secretary records minutes for all meetings of the Association and Board and keeps an accurate record of the activities of the Association as well as a membership list. The Secretary has custody of the Association’s bylaws and all other records. From time to time, they may be required to send meeting notices or other correspondence on behalf of the Association.
      Treasurer The Treasurer collects annual dues from members and is responsible for the Association’s finances as well as its financial policies, procedures and controls. They keep the Association’s books and properly account for the funds of the Association, including all receipts and disbursements. The Treasurer arranges for an annual audit of the Association’s books and prepares a statement detailing the Association’s duly audited financial position for submission to the Annual Meeting. They make financial reports to the Board at least quarterly.
    • Officers are appointed for a one-year term. No officer may serve in the same Executive Council position for more than 4 years.
      President The President is the official representative of the Board of Directors. He/she shall be ex-officio a member of all Committees. They shall, when present, preside at all meetings of the Association and of the Board. In their absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
      Vice President The Vice President shall perform the duties of the President in the event that the President is unable to act, or is removed, and such other duties as are delegated to them from time to time by the President,
      Secretary It shall be the duty of the secretary to attend all meetings of the Association and of the Board, and to take and hold accurate minutes of the same. In case of the absence of the Secretary, such officer as may be appointed by the Board shall discharge their duties. The Secretary shall have charge of all the correspondence of the Association and be under the direction of the President and the Board, and send all notices of the various meetings as required.
      Treasurer The Treasurer shall keep a record of all the members of the Association and their e-mail addresses, and collect and receive the annual dues or assessments levied by the Association. The Treasurer shall be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. They shall properly account for the funds of the Association and keep such books as may be directed. They shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the Association and submit a copy of same to the Secretary for the records of the Association.

Amendment 11

  1. Delete from Section 4.6 in its entirety and replace it with:
    • Business must not be conducted at an Annual or Special General Meeting unless a quorum is present. A majority of members in good standing constitutes a voting quorum.
    • Members in good standing, or 50% + 1 of paid members (whichever is smaller) shall constitute a voting quorum at any Annual General Meeting.

Amendment 12

  1. Delete from Section 4.7 in its entirety and replace it with:
    • Any member in good standing shall have the right to vote at any meeting of the Association. Such votes must be made in person or by absentee voting (proxy, mail-in ballot or electronic means).
    • Any member who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any meeting of the Association. Such votes must be made in person, and not by proxy or otherwise.

Amendment 13

  1. Delete from Section 4.8 in its entirety and replace it with:
    • Where a quorum is not reached among members at any general meeting of the Association, the Board shall exercise its right to make decisions on behalf of the members, with the clear requirement of informing all members, via e-mail, of any decisions taken.
    • Where a quorum is not reached at any meeting of the Association, the Board shall exercise its right to administer the operating and funding of the Association and make decisions on funding and administration of programs and events as they relate to the groups and individuals who are members, with the clear requirement of informing all members, via e-mail, of any decisions taken.

Amendment 14

  1. Add to Section 5.3:
    • The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the society elected for that purpose at the Annual General Meeting. The Treasurer or auditor(s) shall submit a complete and proper statement of the standing of the books for the previous year at the Annual Meeting of the Association.
  2. Delete from Section 5.3:
    • Secretary and