BANFF BOOK DISCUSSION SOCIETY (BBDS)
The name of this organization shall be “Banff Book Discussion Society” otherwise herein referred to as “The Society.”
The objects of the Banff Book Discussion Society are:
• The BBDS will provide a forum for addressing reading and book discussion.
• The BBDS will maintain ongoing communications with governments and organizations to protect, promote and support reading and book discussion.
• The BBDS will provide recommendations on reading and book discussion, policy and program development, and direction to governments and organizations.
• The BBDS will develop partnerships and collaborative strategies to protect, promote and support reading and book discussion.
3.1 Membership in the Society is available to all people who attend the Banff Book Discussion Weekend, and who support the objectives of the Society.
3.2 Memberships shall be renewed annually prior to or at the AGM.
3.3 Members who are unable to attend the Banff Book Discussion Weekend but wish to maintain membership may do so by applying in writing to the Board of Directors, providing that they meet other requirements for membership.
3.4 The membership fee, if any, shall be determined yearly by the members at the AGM.
3.5 Members can withdraw from membership in the Society by giving written notice to the Board of Directors
3.6 Any member upon a majority vote of all members of the Society in good standing may be expelled from membership for any cause which the society may deem reasonable.
4.1 The Society shall meet at least once during each calendar year. The date, time, place and agenda shall be determined by the Board of Directors. The AGM must occur before June 15th in any calendar year. Additional general meetings may also be called by the Board of Directors from time to time as required.
4.2 At least 21 days’ notice shall be given to the membership of any General or Special meeting. Notice may be given by email or by post depending on the stated preference of the particular member.
4.3 Quorum for a meeting of the Society will include the presence of ten (10) or more members of the Society, including at least three (3) Directors.
4.4 The business of the AGM will include: adopting the agenda; adopting minutes of the last AGM; considering Annual Reports; reviewing financial statements that set out the Society’s income, disbursements, assets and liabilities and the auditor’s report; electing Directors; considering matters specified in the meeting notice.
5.1 All members in attendance at the meeting will have one vote. There will be no proxy votes or mail in votes.
5.2 A simple majority of fifty percent (50%) plus one (1) will decide all general resolutions or issues. A Special Resolution will be decided by a seventy-five percent (75%) majority vote. The Chair of the meeting will declare a resolution passed.
5.3 Voting will be done by a show of hands unless three (3) members request that there be a vote by secret ballot, in which case the Chair may decide to use a ballot. Ballots will be counted by two (2) Directors.
6.0 BOARD OF DIRECTORS
6.1 A Board of Directors consisting of four to twelve (4-12) members of the Society, will be elected at the Annual General Meeting of the Society and will be responsible to support and safeguard the health of the Society, as determined by the Society’s Objectives and prudent financial management, and to submit all required documentation as required by the Province of Alberta.
6.2 Directors will be responsible for chairing ad hoc committees, as required to achieve the Society’s Objects, and as determined by the Board of Directors. Directors may be elected to these positions at the AGM or if required before the AGM may be appointed by the Board of Directors.
6.3 Directors must be individuals eighteen (18) years of age with power under law to contract and be members in good standing of the Society.
6.4 A person becomes a member of the Board of Directors if they were present at the meeting of the Society when being appointed or elected and accept the appointment/ election. They may also become a member of the Board of Directors if they were not present at the meeting but consented in writing to join the Board of Directors before the appointment or election.
6.5 The Board of Directors may appoint a new member at its discretion when necessary, such as an untimely resignation, with notice to the Society and to be ratified at the next Annual General Meeting of the Society.
6.6 Directors will have a term of one (1) year with the option of election for additional terms.
6.7 Directors may not receive remuneration for duties done on behalf of the Society.
6.8 Any member of the Board of Directors, upon a two-thirds (2/3) vote of all Society members in good standing, may be removed from office for any cause that the Society may deem reasonable.
7.0 MEETINGS OF THE BOARD OF DIRECTORS
7.1 There will be a minimum of one (1) Board meeting per fiscal year.
7.2 Meetings of the Board shall be called by a minimum of ten (10) days’ notice by email or post to each member of the Board, or by five (5) days’ notice by fax or telephone.
7.3 Quorum at Board meetings will be a minimum of fifty percent (50%) of its members. Members may attend the meeting using electronic means provided that the technology is available to support this.
7.4 A Special Meeting of the Board may be called at the request of any two (2) members of the Society provided they request the Chairperson in writing to call such a meeting and state the business before the meeting.
8.1 The following Officers shall be elected at the AGM: Chairperson, Co-chair, Secretary and Treasurer. If a position is vacant, the Board may appoint an officer from among the Directors. One person may fill more than one role if so agreed by the Board.
8.2 The Officers shall hold office for one (1) year from the date of appointment or election or until their successors are appointed in their stead.
8.3 The Chairperson shall be responsible for overseeing decision-making processes in the Board of Directors and at General Meetings including ensuring that there is an appropriate agenda and facilitation.
8.4 The Co-chairperson will assist the Chairperson as required.
8.5 The Secretary shall have charge of all correspondence of the Society and will ensure that accurate minutes are kept of meetings of both the Society and the Board of Directors.
8.6 The Secretary shall ensure a record of all the members of the Society and their addresses, email addresses and phone numbers is kept and that all notices of the various meetings are sent as required.
8.7 The Treasurer shall ensure all monies paid to the Society are received and deposited in whatever Financial Institution the Board of Directors may order. The Treasurer shall ensure that the Society’s bills are paid, properly account for the funds of the Society and keep such books as may be required.
9.0 FINANCIAL MATTERS
9.1 The Society shall use a July 1 – June 30 fiscal year for the purpose of financial reporting.
9.2 The Treasurer shall present a full detailed account of receipts and disbursements to the Board of Directors whenever requested and shall prepare for submission to the Annual Meeting a statement, duly audited, of the financial position of the Society and submit a copy of same to the Secretary for the records of the Society.
9.3 The Board of Directors shall yearly appoint an Auditor to audit the Society’s financial records. The Auditor shall not have been directly involved in the expenditure and management of the Society’s funds in the past fiscal year. The Auditor shall report their observations and recommendations to the Treasurer and the Board of Directors.
9.4 The books and records of the Society may be inspected by any member of the Society at any time upon giving reasonable notice and arranging a time satisfactory to the Officer or Officers having charge of same. Each member of the Board of Directors shall at all times have access to such books and records.
9.5 All cheques issued by the Society must be signed two (2) members of the Society, at least one of whom must be an Officer. A list of members who will have such signing authority will be agreed to by the Board of Directors and reviewed periodically. Closing of the Society’s bank account requires approval of the entire Board of Directors.
9.6 The Board of Directors may authorize any Director to enter into a contract on behalf of the Society.
9.7 No loans can be contracted on behalf of the Society unless authorized by a Resolution adopted by a majority of the members at a General or Special Meeting.
9.8 Directors cannot accept any remuneration for work done on behalf of the Society; expenses incurred for work done on behalf of the Society will be reimbursed when full original receipts are provided.
10.0 CORPORATE SEAL
If a corporate seal is purchased, it shall be in the custody of the Secretary and shall be used by the Chair or Co-Chairperson of the Society.
These by-laws may be rescinded, altered or added to by a “Special Resolution” approved by seventy five percent (75%) of members in attendance at any Special Meeting of the members called for that purpose. Members must receive a minimum of twenty one (21) days’ notice of the meeting, by post or email specifying the purpose of the meeting and proposed changes or additions to the by-laws.
In the event of dissolution of the Society, the Board of Directors must make a complete accounting to the members. Assets of the Society remaining after all obligations are satisfied will be disposed of to another organization with similar objects, as the Board of Directors directs.