QUEEN ELIZABETH BAND PARENTS ASSOCIATION BYLAWS

Proposed: April 21, 2013

Adopted: Sept 25, 2013

ARTICLE I - GENERAL

1.1 NAME

The name of the society is "Queen Elizabeth Band Parents Association", herein after in these By-laws referred to as the "Association."

1.2 OPERATIONS

The operations of the Association are chiefly carried out at Queen Elizabeth High School, 512 - 18th Street N.W. Calgary, Alberta.

1.3 DISSOLUTION

In the event of dissolution or liquidation of the Association, all assets remaining after the payment of liabilities will be transferred to Queen Elizabeth High School where the Principal will disburse the funds for a purpose (or purposes) which most closely aligns with this Association.

1.4 AMENDMENT TO BY-LAWS

These By-laws may be rescinded, altered or added to by a special resolution at an Annual General Meeting, a General Meeting or a Special Meeting where:

a. the membership has been notified no less than 21 days in advance of the intention to propose the resolution at the aforementioned meeting; and,

b. where the special resolution has been passed by not less than three-fourths (75%) of the voting membership at the meeting.

ARTICLE II - MEMBERSHIP

2.1 CATEGORIES OF MEMBERS

There shall be two (2) categories of membership in the Association:

a. Active - any current band Members’ parent or guardian; or,

b. Honorary - any person who actively supports the objectives of the Association or business that renders service to the Association

2.2 MEMBERSHIP FEES

There are no fees required to be a member of the Association.

2.3 MEMBERSHIP YEAR

A membership year shall be from September 1 to August 31 of the following year.

2.4 RIGHTS OF THE MEMBERS

Members shall be entitled to:

a. attend and participate in all Member meetings and meetings of the Board of Directors, except in-camera agenda items;

b. enjoy all benefits arising from Membership in the Association; and,

c. inspect all books of record and books of account maintained by the Association at any time, upon providing reasonable notice to the Association of their request.

2.5 MEMBERS RESPONSIBILITY

Members shall:

a. abide by all policies and by-laws of the Association;

b. consider participating in fund raising projects as initiated by the Board of Directors from time to time to defer costs of participating in the Queen Elizabeth High School music program; and,

c. understand we are a volunteer organization and we require volunteer participation in various activities undertaken by the Association.

2.6 REMUNERATION

No Member acting on behalf of the Association shall receive any remuneration. However, this shall not preclude payment for services rendered outside the scope of member responsibilities.

2.7 RESIGNATION OF MEMBERS

A Member may resign from the association by submitting a letter of resignation to the Board of Directors.

2.8 WITHDRAWAL FROM MEMBERSHIP

Any Member of the Association may be expelled or suspended from membership by a resolution of seventy-five (75%) of the Board of Directors for any cause which the Board of Directors may deem reasonable including, but not limited to:

a. failure to abide with policies or by-laws of the Association;

b. failure of a member to satisfy membership obligations for each membership year; and,

c. for any conduct which, in the sole discretion of the Board of Directors, is determined to be improper, unbecoming, or likely to endanger the interest or reputation of the Association.

Any member expelled or suspended shall be notified in writing of the charge or complaint and shall be given thirty (30) days to state why they should not be expelled or suspended. A final determination will then be made by the Board of Directors.

ARTICLE III – MEETINGS OF MEMBERS

3.1 BOARD OF DIRECTOR’S MEETINGS

3.1.1 Meetings of the Board of Director’s shall take place at least eight times per year, generally on a monthly basis.

3.1.2 Notice shall be given to all Members at least forty-eight (48) hours prior to each Board of Director’s meeting. An error or omission in giving notice of any meeting invalidates the meeting or voids any proceedings.

3.1.3 The Agenda for the Board of Director’s Meetings shall include:

a. Correspondence;

b. New Business;

c. Business Arising from the Minutes;

d. Old Business;

e. Reports of Directors;

f. any other business of the Board of Directors.

3.1.4 QUORUM

Attendance by at least 5 Board Members, as outlined in Article IV, is a quorum.

3.1.5 VOTING

Voting shall be made by Board Members, eligible to vote as qualified in Article IV, by a show of hands unless a ballot is requested by any five (5) Members.

3.2 ANNUAL GENERAL MEETING

3.2.1 The Annual General Meeting will be held within 60 days of the start of the School Year.

3.2.2 Written notice shall be given to all Members at least twenty-one (21) days prior to the meeting. An error or omission in giving notice of any meeting invalidates the meeting or voids any proceedings.

3.2.3 The Agenda for the Annual General Meeting shall include:

a. the President’s report of the previous year’s activities;

b. the Treasurer’s report and the Audited Financial Statements;

c. the election of the Directors; and,

d. any other business of the Association.

Exception: no vote shall be taken on any matter that requires notice of a Special Resolution, unless such notice has been given.

3.2.4 QUORUM

Attendance by at least 25 members entitled to vote, as outlined in Article II, is a quorum.

3.2.5 VOTING

Voting shall be made by Active Members, as defined by Article II, by a show of hands unless a ballot is requested by any five (5) members. During the election of the Directors, a secret ballot is needed when two or more people are nominated for the same position. If there is only one person nominated, the position may be filled by acclamation.

3.3 SPECIAL MEETING

3.3.1 Calling of a Special Meeting

A Special Meeting shall be called by the President or Secretary upon the receipt of:

a. a resolution of the Board of Directors to that effect; or

b. a written request of at least one-third (1/3) of the Members. The request must state the reason for the Special Meeting and the motion(s) intended to be submitted at such Special Meeting.

3.3.2 Written notice shall be given to all Members at least forty-eight (48) hours prior to the meeting. An error or omission in giving notice of any meeting invalidates the meeting or voids any proceedings.

3.3.3 The Agenda for the Special Meeting will consist of only those matters set out in the notice for the Special Meeting.

3.3.4 QUORUM

Attendance by at least 5 Board Members is a quorum.

3.3.5 VOTING

Voting will follow the procedure in Article 3.1.5.

3.4 ADJOURNMENTS OF MEETING

Any meetings of the Association may be adjourned at any time, by a majority vote of the Members present. The Adjourned Meeting conducts only the unfinished business from the initial Meeting. No notice is necessary for any Adjourned Meeting.

ARTICLE IV – BOARD OF DIRECTORS

4.1 ELECTION

All Directors shall be elected from and by the Active Members, as defined in Article II, at the Annual General Meeting by a show of hands, unless a ballot is requested. Elected Board Members shall hold office from the date of the Annual General Meeting for a one (1) year term or until conclusion of the next Annual General Meeting, whichever shall occur first.

4.2 COMPOSITION

The Board of Directors shall consist of the following positions:

a. President

b. Vice-President

c. Treasurer

d. Secretary

e. and a maximum of twelve (12) Directors-at-Large.

Individual positions within the Board of Directors may be shared by two Board Members as long as the maximum of sixteen (16) Members is not exceeded.

The Past President holds a position on the board, exempt from the count of Directors-at-Large.

4.3 POWERS AND RESPONSIBILITIES

The Board of Directors shall:

a. administer the business and affairs of the Association;

b. be responsible for the Association's financial affairs;

c. plan and direct all activities of the Association;

d. have custody and control of Association property; and,

e. hold the right to one vote at meetings of members, except where specifically noted otherwise.

Each director is expected to be an active participant in meetings and fulfill their role as a member of the board. Individual responsibilities are as follows:

PRESIDENT

The President shall:

a. be the chair at all meetings of the Association;

b. perform all other functions of chief officer of the Association;

c. manage and supervise the affairs and operations of the Association;

d. be authorized, along with the Secretary and Vice President, to co-sign contracts;

e. be authorized, along with the Treasurer and Vice-President to co-sign cheques;

f. act as an advisory member of all committees; and,

g. not hold the presidential position for the terminal year of his/her last child within the music program.

PAST PRESIDENT

The Past President shall:

a. not have a vote at Board of Director’s meetings;

b. provide advice and guidance on the management and supervision of the affairs and operations of the Association; and,

c. attend meetings as requested.

VICE-PRESIDENT

The Vice-President shall:

a. assume all the duties of the President in the President's absence;

b. be authorized, along with the President and Treasurer to co-sign cheques;

c. be authorized, along with the President and Secretary to co-sign contracts; and,

d. assume duties as assigned from time to time by the Board of Directors.

SECRETARY

The Secretary shall:

a. maintain accurate facts and minutes of the proceedings of all meetings;

b. be responsible to give all notices required to Members and Directors;

c. manage all correspondence of the Association;

d. be authorized along with the President and Vice President to co-sign contracts;

e. keep an accurate register of Association Members; and,

f. maintain all records and documents of the Association.

In the absence of the Secretary, the duties shall be covered by another board member.

TREASURER

The Treasurer shall:

a. receive all monies paid to the Association, and deposit of same in a timely fashion into the account of the Association’s financial institution;

b. maintain the state of band member credit accounts within the Association;

c. be authorized along with the President and Vice-President to co-sign cheques;

d. disburse the funds of the Association only under the direction of the Board of Directors;

e. keep a full and accurate record of the receipts and disbursements of the Association;

f. render to the Board of Directors, whenever requested, a full detailed report of all financial transactions;

g. prepare for submission to the Annual General Meeting, an audited financial statement of the financial position of the Association, and submit a copy to the secretary for the records of the Association;

h. maintain an up-to-date record of all assets owned by the Association, including description of the item, serial numbers (where applicable) and location and submit a copy to the Secretary for the records of the Association; and,

i. be responsible for all filings including the Association's "Annual Return" to the Corporate Registry of the Province of Alberta.

DIRECTORS-AT-LARGE

The Directors-at-Large shall:

a. undertake roles determined by the Board of Directors and as voted by the membership at the Annual General Meeting; and,

b. assume duties of the specific role plus other duties assigned to them from time to time by the Board of Directors.

4.4 REMOVAL FROM BOARD OF DIRECTORS

Any Director may be expelled or suspended from membership by a resolution of seventy-five (75%) of the Board of Directors for any cause which the Board of Directors may deem reasonable including, but not limited to:

a. failure to abide with policies or by-laws of the Association;

b. failure of a member to satisfy board obligations for each membership year; or,

c. for any conduct which, in the sole discretion of the Board of Directors, is determined to be improper, unbecoming, or likely to endanger the interest or reputation of the Association.

Any director expelled or suspended shall be notified in writing of the charge or complaint and shall be given thirty (30) days to state why they should not be expelled or suspended. A final determination will then be made by the Board of Directors.

4.5 RESIGNATION OF DIRECTORS

A Director may resign from the position held on the Board of Directors by submitting a letter of resignation to the Board of Directors.

4.6 REPLACEMENTS, VACANCIES

All vacancies shall be filled on an interim basis, by an appointment by resolution of seventy-five percent (75%) of the Board of Directors. The appointed Director shall hold office until the next Annual General Meeting.

A vacancy of the Past President position will not be filled.

4.7 REMUNERATION

No member of the Board of Directors shall receive any remuneration for acting in that capacity.

4.8 OTHER REPRESENTATION

The Band Director(s) of Queen Elizabeth High School, shall be asked to attend and participate in all meetings of the Board of Directors, but shall not be entitled to vote.

4.9 VOTING

At any meeting of the Board of Directors, all questions arising shall be decided by a majority vote, but in the case of a tie, the president shall have a second and deciding vote in addition to the ordinary vote.

ARTICLE V - FINANCIAL

5.1 FISCAL YEAR

The Fiscal Year for the Association shall be from July 1 to June 30 of each year.

5.2 EXECUTION OF INSTRUMENTS

All cheques, acceptances, drafts, deeds, transfers, assignments, contracts, obligations, certificates, orders and other instruments shall be signed on behalf of the Association by two signatures of appropriate authorized Directors.

5.3 GRANTS

The Association may solicit grants from various federal, provincial or municipal ministries and any organizations.

5.4 BORROWING POWERS

Money may only be borrowed by meeting all of the following criteria:

a. for the purposes of carrying out the Association’s objectives;

b. with the approval of the Principal of the Queen Elizabeth High School; and

c. with the approval of a special resolution of the Members of the Association.

5.5 AUDITING THE BOOKS

The books, accounts and records of the Treasurer shall be audited at least once each fiscal year by an auditor appointed by the Board of Directors.

5.6 DIRECTOR INDEMNIFICATION

The Association indemnifies each Director against all costs or charges that result from any act done in the role for the Association. The Association does not protect any Director for acts of fraud, dishonesty or bad faith.

5.7 INSURANCE

The Association at all times shall maintain liability insurance and directors liability insurance.

ARTICLE VI - MISCELLANEOUS

6.1 OBSERVERS

The Board of Directors may invite observers to meetings of the Association.

6.2 UNACCOUNTED SITUATIONS

Any situation not covered by these By-laws may be dealt with by a special meeting of the Board of Directors.

6.3 RULES OF PROCEDURE

Except as specifically provided for herein, the procedures at all meetings of Members and the Board of Directors shall be conducted in accordance with "Robert's Rules of Order".