Writers’ Ink – The Red Deer Writers’ Club
B y – L a w s
(adopted 2 May 2017)
1. Name of The Club
The name of the club is Writers’ Ink – The Red Deer Writers’ Club herein referred to as: The Club.
2. Address of The Club
The Head Office of The Club is located in the Province of Alberta, Canada, at an address to be determined from time-to-time by the Board of Directors.
3.1 Membership in The Club is open to any person who
3.1.1 is over the age of eighteen (18) years,
3.1.2 pays the current annual non-refundable membership fee,
3.1.3 pays the current non-refundable meeting contribution at each meeting attended.
3.2 The amount of the annual membership fee and the amount of the meeting contribution will be fixed by motion of the Board of Directors at its first meeting following the Annual General Meeting (AGM).
3.3 A person who has paid the current annual membership fee will be considered a member in good standing, and is eligible to receive all e-mail communications that are sent to members, and will have the right to vote at any meeting of the members.
3.4 Voting Rights
3.4.1 At any meeting of members, a member must be physically present in order to cast a vote. Voting will take place by a show of hands, unless a motion is approved by a majority of those present to require a secret ballot, which will then take place.
3.4.2 Voting by proxy is not permitted.
3.5 Inspection of Books and Records
Any member in good standing is entitled, and may request in writing directed to the Secretary, to inspect the books and records of The Club. Not later than five (5) days following the receipt of such request, The Secretary will notify the member as to when and where such inspection may take place.
Only members may participate in such inspection. No copies of documents will be made available.
Any member may resign his or her membership at any time by forwarding to the Secretary a letter stating the request to resign. Each such request will be presented to the Board of Directors and upon acceptance the Secretary shall cause that person’s name to be struck from the membership rolls, and all rights and privileges available to members shall be terminated with respect to such person.
3.7.1 Any member, who in the opinion of the Board of Directors, has acted as to injure The Club, or to cause discredit upon The Club, or has, without specific authority, taken the property of The Club for his or her personal use, may be expelled from The Club upon a majority vote of the Board of Directors. The Board retains its right to undertake any other legal actions that may be appropriate.
3.7.2 Every such action of expulsion must be ratified by the membership at the next Meeting of Members.
3.7.3 A member who has been expelled will be notified via e-mail or letter sent over the signature of the President or Vice-President. The method by which this notification is sent must require a receipt to be sent of its reception.
3.7.4 Any member expelled immediately forfeits all member’s privileges and rights.
3.8 Membership Year
The Membership Year begins on 1 January and ends on 31 December of each calendar year.
4. Governing Structure
4.1 The Board of Directors
4.1.1 The Club will be governed by a Board of Directors (hereafter referred to as The Board) consisting of not less than five (5) members.
4.1.2 The Board will have full management and control of the affairs of The Club.
4.1.3 The members of The Board will be elected by vote of the majority of the members of The Club in good standing present and voting at the Annual General Meeting of The Club.
4.1.4 Nominations for a position on The Board may be made by any member in good standing; a member may nominate himself or herself.
4.1.5 Each member of The Board will serve for a term of two years.
184.108.40.206 In the year following the approval of these By-Laws, only the positions of President and Secretary will be elected for a two year term. The other Officers will be elected for a one-year term. The positions of President and Secretary will thenceforth be elected only every second year.
220.127.116.11 In the second year following the approval of these By-Laws, only the positions of Vice-President, Treasurer and Webmaster will be elected for a two year term. These positions will thenceforth be elected only every second year.
18.104.22.168 Additional Directors elected to the Board will serve for a term of two years.
4.1.6 Three (3) members of the Board, one of whom must be the President, will constitute a quorum for a Board meeting.
4.1.7 Meetings of the Board will be held at the call of the President and may be called as often as may be required, but not less than three (3) times in each calendar year.
4.1.8 A Director who neglects or refuses to carry out the duties assigned to them may be removed from office upon a majority vote of all members in good standing present and voting at a duly called or regularly scheduled meeting of the members.
4.1.9 A Director removed from office does not thereby lose membership in the Society. Such person continues to be a member of The Club unless the appropriate steps are taken to expel that person from The Club.
4.1.10 Protection of Members of the Board
The Club will indemnify any Board member against all costs or charges that result from any legitimate act performed in their roles for The Club.
4.1.11 The Board may create Standing (permanent) or ad hoc (temporary) committees at any time for specific purposes and with clearly defined duties and responsibilities. Committee members may include members and
non-members of The Club. The Board will appoint the Chair of each committee.
4.1.12 Members of The Board serve voluntarily without being entitled to remuneration; they may, however, be reimbursed for any expenses they pay on behalf of The Club providing such expenses have been authorized and original detailed receipts are submitted to the Treasurer.
4.1.13 With the approval of The Board, any specific responsibility of a Board member may be delegated to any other member of The Club for a designated purpose and for a stated and limited period of time that does not extend beyond the term of office of the Board member concerned, and does not infringe upon the responsibilities of any other Board member, without such other member’s agreement.
4.1.14 Any member of The Board may resign their position by depositing with the Secretary a letter, or e-mail notice, of their resignation. The resignation will be effective from the date indicated in the letter or if none, the date the letter or e-mail is received by the Secretary.
4.1.15 Vacant positions on The Board may be filled by appointment made by majority vote of the remaining current members of The Board. Such appointments will be made within thirty (30) days of the vacancy occurring and will be for the remaining balance of the term of the vacant position. All such appointments are to be announced to the membership within seven (7) days of being approved by The Board.
4.2.1 The Officers of The Club are:
22.214.171.124 The President
126.96.36.199 The Vice-President
188.8.131.52 The Secretary
184.108.40.206 The Webmaster
220.127.116.11 The Treasurer
5. Duties and responsibilities of Officers
All Officers of The Club are members of The Board of Directors.
5.1.1 The President will preside at all meetings of The Board and at all meetings of the Members.
5.1.2 The President will be entitled to vote on all measures submitted to a vote at any meeting. In the event of a tied vote, the President will be entitled to an additional tie-breaking vote.
5.1.3 The President will be an ex-officio member of all committees and will be entitled to vote on all measures presented at any committee meeting.
5.1.4 Authority to speak on behalf of The Club:
18.104.22.168 The President is the only person authorized to speak on behalf of The Club and to represent its views, in any official capacity, to the
public, to any other organization or to any public media.
22.214.171.124 The President may delegate the authority referred to in the above paragraph to another member of the Board only for a specific purpose and for a specified time period.
5.2.1 The Vice-President will act in the place of the President at any time the President is absent, unable or unwilling to carry out the assigned duties, and will assist the President as requested.
5.2.2 In the event of the absence of both the President and Vice-President at any general meeting of members, any Member in good standing may be elected by a majority of those present and voting, to assume the chair for that meeting.
5.2.3 The Vice-President will be responsible for the maintenance of the record of membership.
5.3.1 The Secretary will attend all meetings of The Club and of the Board and
ensure that all business transacted at such meetings is accurately recorded
and distributed in the minutes of such meetings.
5.3.2 The Secretary will prepare and distribute the agendas of all meetings of the Board and of the membership. In addition to the usual items, the agendas will include those items flowing from the minutes of the previous meetings and those items requested by the President to be included on the agenda.
5.3.3 In the Secretary’s absence these duties will be discharged by a member appointed for this purpose by the person presiding over the meeting.
5.3.4 The Secretary will prepare and distribute notices of meetings of the membership as required under these By-Laws.
5.3.5 The Secretary will retain and keep safe copies of minutes, agreements, contracts, forms pertaining to, or required for the business of The Club, including the original Incorporation documents of The Club which are to be kept in a safe location. One copy of all documents will be held by the Secretary and one copy by the President.
5.3.6 The Secretary will receive all correspondence received by the Society and will prepare, respond to and forward such correspondence as directed by the President.
5.4.1 The Webmaster will maintain and update the Writers’ Ink website.
5.4.2 The Webmaster will be responsible for the social media presence of The Club.
5.4.1 The Treasurer will be responsible for the collection of all membership fees and other funds payable to or receivable by The Club, and for the payment of all funds authorized and due by The Club.
5.4.2 The Treasurer will issue receipts as required.
5.4.3 The Treasurer will forward records of the membership to the Vice-President.
5.4.4 The Treasurer will maintain clear and accurate records of all funds received by The Club and of all funds paid out by The Club.
5.4.5 The Treasurer will be responsible to prepare comprehensive financial records and reports as requested by The Board, and will prepare a complete set of annual financial statements for presentation to the membership at the Annual General Meeting of the membership of The Club. Such statements will be audited in accordance with the procedure required under these By-Laws.
5.4.6 The Treasurer is responsible for preparing and submitting the Annual
Financial Report to the Government of Alberta to ensure that The Club maintains its status in good standing.
6. General Meetings of The Club
6.1 Membership meetings
6.1.1 Annual General Meeting (AGM)
126.96.36.199 At least one General Meeting of the members of The Society will be convened in each calendar year, to be held not later than the last day of October in each year.
188.8.131.52 At the Annual General Meeting, the financial statements of The Club for the year just completed, will be presented to the membership for approval.
184.108.40.206 At the Annual General Meeting, the selection of the auditors for the current year will be made in accordance with the procedure required under these By-Laws.
220.127.116.11 At the Annual General Meeting the Officers will be elected.
18.104.22.168 Any member in good standing is eligible to hold any Office.
22.214.171.124 General meetings of the members will be convened by The Board upon notice to be given to all members at least fourteen (14) calendar days in advance of the meeting date.
126.96.36.199 Notice of meetings will be sent via electronic mail (e-mail).
6.1.3 Special General Meetings
188.8.131.52 A Special meeting of the members may be called at any time by The Board upon giving notice to all members at least eight (8) calendar days in advance of the date of the meeting.
184.108.40.206 A Special General Meeting of the members will be called by The Board upon receipt by the Secretary of a written request to do so signed by not less than twenty-five percent (25%) of the members in good standing.
220.127.116.11 Members are to be notified of such meetings by e-mail eight (8)
days prior to the date of the meeting.
6.1.4 No business may be validly carried out at any meeting of members unless there are present not less than eight (8) members in good standing on the current membership list.
6.2 Motions and Resolutions
6.2.1 Motions and Resolutions made at any meeting of The Club will be considered to have been approved upon the affirmative vote of a majority (51%) of the members present and voting at the meeting.
6.2.2 Special Motions and Special Resolutions made at any meeting of The Club will be considered to have been approved upon the affirmative vote of not less than seventy-five percent (75%) of the number of members present and voting at the meeting.
6.2.3 Special resolutions are required to change the name of The Society, its Objectives, its By-Laws, to dissolve The Club, and for any other purpose declared by approval of The Board.
7.1 Bank Account
The Club will open and maintain an account with a recognized bank or financial institution approved by The Board
7.2 Signing Officers
The President, Vice-President and Treasurer will act as signing officers of The Club. The signature of any two (2) of the three (3) will be required to validate cheques, contracts or other documents which produce obligations
undertaken by The Club.
7.3 Borrowing Powers
The Club will not borrow funds for any purpose.
7.4.1 The books, accounts and financial records of The Club will be audited at least once each year by the person or persons elected for that purpose at each Annual General Meeting.
7.4.2 At each Annual General Meeting of the members, a duly qualified accountant, or two (2) members of The Club, will be elected to carry out an audit of the financial records of The Club for the current financial year (1 September to 31 August), and to prepare
the financial statements to be presented for the approval of the membership at the next Annual General Meeting.
8. Dissolution of The Club
8.1 In the event of the dissolution or discontinuance of The Club, any monies remaining after the payment of all accounts payable will be transferred to the Red Deer Public Library.
8.2 Items on loan to The Club will be returned to their rightful owners.
8.3 The disposition of all other physical/tangible assets will be determined at the time of dissolution or discontinuance.
9. Changes to the By-Laws
9.1 In the future the By-Laws of The Club can only be changed or revoked in whole or in part by a Special Resolution approved by the membership at an Annual or Special General membership meeting called for that purpose, and following notice of not less than twenty-one (21) days of the date, time and place of the meeting. The notice must clearly state that modifications to the By-Laws will be presented, with a brief explanation of the changes and of the reasons for the changes. At this meeting a minimum of seventy-five percent (75%) of the members present and voting must vote in favour of the special resolution in order for it to be approved.
File: writers ink/writers ink By-Laws ( L.S. Lustgarten)
Revised as: Writers’ Ink final By-Laws Rev 4 — 4 April 2017