Calgary Photographic Society

CALGARY PHOTOGRAPHIC SOCIETY

Incorporated April 20, 1977. Certificate #10127.

(Last revised: 2006.06.07)

OBJECTIVES OF THE SOCIETY

A. To improve the techniques and visual awareness of members through discussion, comparisons and constructive criticism.

B. To promote the skills and capabilities of members through exhibitions, shows and displays.

C. To arrange and coordinate the presentation of workshops, lectures and seminars.

BY-LAWS

BY-LAW #1: MEMBERSHIP

a) Any person over the age of 18 years¹ may become a Member upon payment of the non-refundable membership fee.

b) A membership fee shall be determined from time to time by the Board: the membership year is from February 1st to January 31st.

c) A Member in arrears for more than two months for payment of the membership fee shall automatically be removed from the membership list and will no longer be entitled to membership privileges until reinstated by payment of the membership fee in full.

d) Any Member wishing to withdraw from membership may do so by giving written notice to an Elected Board Member.

BY-LAW #2: BOARD OF DIRECTORS

a) The Board of Directors, Executive Committee, the Board, shall mean the Board of Directors. The Board shall, subject to these by-laws, manage and control the affairs of the Society.

b) The Board shall consist of a President, a Secretary, a Treasurer, the immediate Past President, and up to four Appointed Directors. The term of office is for one year. The President may serve no more than two consecutive one-year terms as President.

c) The Appointed Directors shall be named by the elected members of the Board as deemed necessary. The positions and responsibilities will be reported to the general membership at the next Regular General Meeting.

d) The President shall preside at all meetings of the Society; is ex-officio a Member of all committees; shall call Regular Board Meetings, and Special Board Meetings, in accordance with these by-laws. In the absence of the President any other Member of the Board may preside as decided by the Board Members present at a Board meeting.

e) The Secretary shall attend all meetings; keep accurate minutes of Board Meetings, the Annual General Meeting, and for any Special General Meetings called for the general membership, and prepare and distribute such minutes to Board Members; maintain the Society’s records of meetings; verify and initial receipts given by the Treasurer. Verification and initialling of receipts may be done by any Board Member in the absence of the Secretary.

f) The Treasurer shall receive and account for all payments made to the Society; shall deposit all payments to a financial institution approved by the Board; shall maintain complete and accurate books of financial record; shall present to the Board a detailed account of receipts and disbursements when so requested; shall prepare a complete annual financial statement to be submitted to the membership at the Annual General Meeting; shall maintain a Membership List.

g) The Past-President chairs the nominating committee and carries out other duties assigned by the Board.

h) Board Meetings: Regular Board Meetings may be called at any time, with due notice, but at least twice per year; Special Board Meetings shall be called, with due notice, by the President at the request of any two Board Members and upon receipt, in writing, of the purpose of the meeting. Transactions undertaken at a Special Board Meeting must be ratified at the next Regular Board Meeting.

i) Members of the Society (as defined by these by-laws) may remove any Board Member before the end of his/her term by a majority vote at a Special General Meeting called for that purpose.

BY-LAW #3: COMMITTEES

a) The Board may establish committees from time to time to further the aims and operation of the Society.

b) The Board shall establish for a committee its purpose, its membership, its tasks, its length of tenure and its reporting procedures. This information shall be reported to the membership at large and shall be recorded, in writing, by the Secretary.

BY-LAW #4: MEETINGS

a) A monthly Regular General Meeting shall be held at a time and place determined by the Board and with the approval of the membership.

b) The Annual General Meeting will be held immediately prior to the Regular General Meeting in February. At this meeting the Treasurer will present audited financial statements to the membership. Elections shall be held for all elected positions on the Board of Directors. Members will be notified of the Annual General Meeting in the monthly newsletter and/or by announcement at the January Regular General Meeting.

c) A Special General Meeting may be called by the President or any other Board Member in the absence of the President, when deemed necessary by the Board, or when at least 25% of the Members of the Society petition for a Special General Meeting in writing, with an explanation of the reason for the meeting. Due notice may be given in writing, or by an announcement at a Regular General Meeting, of when the Special General Meeting will be held and the reason for it.

d) Twenty-five per cent (25%) of the Members shall constitute a quorum for any meeting.

BY-LAW #5: VOTING

a) Any Member has the right to vote at all Regular General Meetings, Special General Meetings and at the Annual General Meeting. Votes must be made in person and not by proxy.

BY-LAW #6: AUDIT OF RECORDS

a) The fiscal year-end of the Society is December 31st.

b) The financial records and the records maintained by the Secretary shall be reviewed and audited by two Members (other than Board Members) appointed for that purpose at the Annual General Meeting or, when necessary, at a Regular General Meeting.

c) The books and records of the Society may be reviewed by any Member at the Annual General Meeting or at any other time upon giving reasonable notice to the Board.

BY-LAW #7: REMUNERATION

a) No Member of the Society shall be paid for their services. Reasonable expenses incurred while carrying out the business of the Society may be reimbursed if approved by the Board.

BY-LAW #8: BORROWING POWERS

a) To pursue its objects the Society may borrow or raise money or secure the payment of money in such a manner as is deemed necessary and, in particular, by the issue of debentures, but this power shall only be exercised under the authority of the Calgary Photographic Society, and in no case shall debentures be issued without the sanction of a Special Resolution of the Society.

BY-LAW #9: SEAL

a) The Secretary shall have charge of the Seal of the Society.

b) When used, the Seal shall be authenticated by the Secretary and the President, or if incapacitated, by the Treasurer.

BY-LAW #10: OTHER MANAGEMENT MATTERS

a) A Special Resolution shall be submitted to the membership, at a Special General Meeting called for that purpose or at the Annual General Meeting, to obtain approval for any borrowing, contractual commitment or any other business, as is required by these bylaws, or which is not authorized by these bylaws.

b) These by-laws may be rescinded, altered, or added to only by a Special Resolution by the Members at an Annual General Meeting or at a Special General Meeting of the Society.

BY-LAW #11: DISSOLVING THE SOCIETY

a) If the Society is dissolved, any funds or assets remaining after all debts are paid shall be given to a registered and incorporated charitable organization selected by the Members by Special Resolution. No Member may receive any assets of the Society.

This version of the By-Laws was approved by a majority vote at a Special General Meeting
held on June 7, 2006. The meeting was chaired by President, H. Mah.