In these By-Laws, unless otherwise specified or the context requires:
a) “Band”means the Grande Prairie Pipe Band Association;
b) “Board” means the Board of Directors of the Band;
c) “Director” means a Member elected to the Board;
d) “Drummer” includes “Drum Major”;
e) “Member” means a member of the Band of any class of membership;
f) “Meeting” in reference to the membership means an annual general, general, or special meeting;
g) “Office” means the position of Director or Officer, or a Rank or Appointment;
h) “Ordinary Member” means a Regular, or Affiliate member;
i) “Playing Member” means a Regular Member;
j) “Prescribed form” means a form specified by the Board to be used for a particular purpose;
k) “Vote at meetings” in reference to the membership means to vote on resolutions or in elections for Directors;
l) “Voting Member” means a Regular or Affiliate member entitled to vote at meetings.
m) “Student” means a member who is learning to be a piper and/or drummer and is not yet regularly performing with the band.
PART 2 – MEMBERSHIP
2.01 Classes of Members
1) The membership of the Band consists of Honourary Members, Regular Members, and Affiliate Members.
2) A Member may hold only one class of membership at a time.
2.02 Honourary Member
1) An Honourary Member is person admitted to the Band to honour that person�s contribution to the objectives and activities of the Band.
2) An Honourary member is not entitled to hold office or to vote at meetings, and is not required to pay a membership fee.
2.03 Regular Member
1) A Regular Member is a person admitted to the Band to participate as a piper or drummer.
2) A Regular Member who ceases to participate with the Band as a drummer or piper may, upon request and without further approval required, become an Affiliate Member.
3) A Regular Member not on probationary status or under suspension is entitled to hold office and to vote at meetings.
2.04 Affiliate Member
1) An Affiliate Member is a person admitted to the Band to support and participate in the activities of the Band other than as a piper or drummer.
2) An Affiliate Member who wishes to participate with the Band as a piper or drummer may, at the discretion of the Board, become a Regular Member.
3) An Affiliate Member not on probationary status or under suspension is entitled to hold office and to vote at meetings.
2.05 Additional Rights of Members
1) In addition to the rights pertaining to a particular class of membership, and subject to such restrictions as are set out in these By-Laws, a Member has the right to participate in all Band activities, including attending and speaking at meetings.
2) The minutes, books of account, and other records of the Band may be inspected by any Voting Member at the Annual General Meeting of the Band, or at any time upon giving reasonable notice and arranging a time satisfactory to the Officer having custody of the appropriate documents.
3) A copy of the Application for Incorporation and of the By-Laws shall be furnished to a Member upon request.
2.06 Application for Ordinary Membership
A person applying for ordinary membership shall complete the specified form and submit it to the Secretary and pay the membership fee for the current year.
2.07 Approval of Membership
1) The Board may nominate a person to be an Honourary Member, who may then be approved for membership by resolution of the Voting Members.
2) The Board may, in its unfettered discretion, approve or reject any application for membership as an Ordinary Member.
3) The approval of the application by a person who has previously been expelled as a member is effective only upon ratification by resolution of the Voting Members.
4) The membership fee paid by a rejected applicant shall be returned.
2.08 Probationary Status
1) A person who is approved as an Ordinary Member of the Band is on probationary status for a twelve month period.
2) An Ordinary Member on probationary status may be rejected on probation by the Board at any time, for any cause, and such rejection terminates membership.
3) If membership is not terminated within the twelve month period, the Ordinary Member�s probationary status automatically concludes successfully.
4) An Ordinary Member on probationary status is not entitled to hold office or to vote at meetings.
5) A Member changing from one class of membership to another continues on any existing probationary status, but does not commence a new probationary status if a probationary period had previously been completed, unless the Board so directs.
6) A former Member who has been re-admitted will not be on probationary status if a probationary period had previously been completed, unless the Board so directs.
2.09 Obligations of Membership
1) An Ordinary Member shall pay, within the 90 days following the Annual General Meeting each year, the annual membership fee set by the Board. Failure to comply constitutes a lapse of membership.
2) A Playing Member shall attend practices, performances, and engagements unless excused in accordance with policy set by the Board. Failure to comply is grounds for rescission of membership.
3) A Playing Member shall not belong to, or participate in performances with, another band without the prior permission of the Board. Failure to comply is grounds for rescission of membership.
4) An Affiliate Member shall support and participate in the activities of the Band in such manner as is reasonably required by the Board. Failure to comply is grounds for rescission of membership.
5) A Member shall not engage in conduct which is detrimental of the aims, objectives, or general good of the Band. Failure to comply is grounds for expulsion.
6) A Member shall comply with the Rules made by the Board, and willful violation of any Rule by an Ordinary Member is grounds for rescission of membership.
7) A Member shall advise the Secretary of any change of address and telephone number, and in default of compliance is not entitled to any notice under these By-Laws notwithstanding any other provision.
2.10 Termination of Membership
1) Once a person is admitted to the Band, membership continues until terminated by death, resignation, lapse, rejection on probation, revocation, rescission, or expulsion.
2) A Member may resign by written notice to the Board or by turning in their uniform. A resignation is effective only upon acceptance by the Board.
3) Lapse of membership automatically occurs where an Ordinary Member does not pay the annual membership fee.
4) The authority to reject an Ordinary Member on probation is exercised by the Board in its unfettered discretion, and there is no appeal from such a decision.
5) The membership of an Honourary Member may be revoked by resolution of the Voting Members upon the recommendation of the Board, and the former Honourary Member shall be given written notice of the resolution to revoke and is entitled to appear before the meeting for the purpose of presenting a case against revocation.
6) The authority to rescind Ordinary Membership is exercised by the Board. The former Ordinary Member shall be given written notice of the rescission by the Secretary within thirty (30) days from the date on which the decision to rescind was taken.
7) A person whose membership has been rescinded has the right to appeal the rescission to the Board, by giving written notice within thirty (30) days from the date on which notice of the rescission was given. The appellant has the right to appear before a meeting of the Board to make submissions in favour of cancelling the rescission and reinstating membership. Upon hearing the appeal the Board may affirm the rescission, or cancel the rescission and reinstate membership.
8) The authority to expel an Ordinary Member is exercised by resolution of the Voting Members upon the recommendation of the Board. The Member shall be given written notice of the resolution to expel and is entitled to appear before the meeting for the purpose of presenting a case against expulsion.
9) A Member entitled under this part to appear before a meeting to argue against a resolution of revocation or expulsion is entitled to seven (7) days written notice of the resolution.
2.11 Suspension of Membership
1) The Board may suspend an Ordinary Member pending the resolution of any matter which could result in rescission of membership or expulsion, or an Honourary Member upon a recommendation by the Board for revocation of membership, and such suspension remains in effect until lifted by the Board or membership is terminated.
2) The Member shall be given written notice promptly of the suspension.
3) A Member under suspension may not hold office, and any office held is vacated by the suspension.
4) A Member under suspension may not attend or vote at meetings.
5) A Voting Member under suspension may not inspect the minutes, books of account, and other records of the Band.
PART 3 – MEETINGS
3.01 Annual General Meeting
The Annual General Meeting of the Band shall be held on or before September 30th each year on a date to be fixed by the President.
3.02 General Meetings
General meetings may be held in addition to the Annual General Meeting. Such general meetings shall be held at the direction of the President, or in the absence of the President, of any other Director.
3.03 Special Meetings
Special meetings of the Band shall be held when the lesser of ten (10) or one half plus one (1) of the Voting Members sign a request for such a meeting and present it to the President, or in the absence of the President, to any Director. The meeting shall be called within seven (7) days of such a request being presented
Except where otherwise required by these By-Laws, notice of a meeting shall be given to Ordinary Members at least three (3) days in advance of the date set for the meeting either verbally, in writing or by electronic mail.
The quorum for a general meeting or the annual general meeting is one half plus one (1) of the Voting Members.
1) Each Voting member present, including the person chairing the meeting, has one (1) vote.
2) Resolutions are decided by a simple majority of the votes cast and in the event of a tie there is no casting vote and the resolution fails.
3) Proxy voting is not permitted.
3.07 Special Resolutions
1) A special resolution may be passed at a general meeting, of which no less than twenty-one (21) days notice specifying the intention to propose the resolution has been duly given, by the vote of not less than seventy-five (75) percent of the voting Members present and voting.
2) Less than twenty-one (21) days notice of a special resolution may be given if all the Voting Members so agree.
3) A special resolution may be consented to in writing by all the Voting Members.
3.08 Chairing Meetings
The President shall chair meetings, and in the absence of the President the other Directors present may designate a Director to chair the meeting, and in the absence of any Directors the Voting members present will elect a Voting member to chair the meeting
PART 4 – DIRECTORS
The Board is responsible for conducting the affairs of the Band in accordance with the Objective set out the Application for Incorporation and the By-Laws
1) The Board shall consist of the seven (7) Voting Members.
2) At least two (2) Directors shall be Regular Members who are pipers.
3) At least one (1) Director shall be a Regular Member who is a drummer.
4) A playing member who participates as both a drummer and a piper is a piper for the purposes of this section.
5) Officers (5) as specified in 5.10 (2).
1) The Directors shall be elected at the Annual General Meeting and shall continue as Directors until the next Annual General Meeting.
2) Voting shall be by secret ballot.
3) Election shall be in order according to the number of votes cast for a Member, subject to the provisions as to composition.
Four Directors constitute a quorum for meetings of the Board.
Decisions at meetings of the Board are by a majority of those voting and in the event of a tie the person chairing the meeting does not have a casting vote and the motion fails.
Each Director shall have access at any reasonable time to the minutes, books of account, and other records of the Band.
When a vacancy occurs on the Board, the membership will be notified and given ten (10) days to let their name stand for office. In the case of more than one member seeking the position, a special meeting will be called for the purpose of electing the member to take the position. A Director so elected shall hold office until the next Annual General Meeting.
4.08 Suspension and Removal from Office
1) The Board may suspend a Director for dishonesty, or for conduct seriously prejudicial to the interests of the Band, and a Director so suspended is automatically suspended as a Member.
2) The Board may suspend a Director for failing or refusing to discharge the duties and responsibilities of a Director, and a Director so suspended may also be suspended as a Member.
3) A Director who is suspended shall not attend or participate in the meetings of the Board.
4) The Board shall advise the voting Members by notice within thirty days of the suspension of a Director.
5) A Director may be removed from office by resolution of the Voting Members.
PART 5 – OFFICERS
1) The Officers of the Band are the President, the Vice President, the Secretary, the Treasurer, and the Pipe Major.
2) The President, the Vice President, the Secretary, and the Treasurer must be Directors.
3) The Pipe Major must be a Regular Member.
5.02 Appointment of Officers
The Officers of the Band shall be elected at the Annual General Meeting and shall continue until the position is refilled at the next Annual General Meeting.
5.03 Duties of Officers
In addition to such provisions as appear in these By-Laws, the duties and responsibilities of the officers of the Band are as assigned by the Board.
PART 6 – RANKS AND APPOINTMENTS
6.01 Honourary Ranks
The Board may designate Honourary Members as the Honourary Pipe Major and Honourary Drum Major
The Board upon the recommendation of the Pipe Major may designate Playing Members as the Pipe Sergeant, the Pipe Corporal, the Drum Major, the Drum Sergeant, and the Drum Corporal.
The Board may appoint an Ordinary Member as Compere.
The Board may appoint an Ordinary Member as Quartermaster.
The Board may appoint an Ordinary Member as Factor.
6.06 Other Appointments
The Board may appoint Ordinary Members to such other Appointments it deems desirable for carrying on the affairs of the Band.
Unless otherwise terminated pursuant to these By-Laws, Ranks and Appointments under this Part continue until revoked by the authority making the designation or appointment.
6.08 Duties and Responsibilities
The duties and responsibilities of Ranks and Appointments are as assigned by the Board.
PART 7 – COMMITTEES
7.01 Power to Appoint
The Board has the power to appoint committees of Ordinary Members for any purpose useful to the functioning of the Band.
7.02 Committee Chair
Unless otherwise specified by the Board in constituting a Committee, the Committee Chair shall be selected by the members of the Committee.
The existence of a Committee, and membership on it, is at the pleasure of the Board.
A Committee chair shall keep the Board informed of the activities of the Committee.
PART 8 – FINANCIAL
All monies received by the Band shall be deposited to an account of the Band in a Chartered Bank or Credit Union as resolved by the Band.
All disbursements of Band funds shall be made by cheque bearing the signatures of any two of the President, the Treasurer and one other Director.
8.03 Books of Account
The Treasurer shall maintain proper books of account for the Band and shall present to the Board when requested a full detailed account of receipts and disbursements, and shall submit to the Annual General Meeting a duly audited financial statement setting forth the financial position of the Band.
8.04 Remuneration and Recovery
1) No Member shall be remunerated for services on behalf of the Band.
2) With the prior approval of the Board, a Member may recover reasonable and necessary expenses incurred on behalf of the Band, when properly substantiated.
8.05 Borrowing Power
1) For the purpose of carrying out its objectives, the Band may borrow, raise or secure payment of money in any manner as it deems fit, in particular by the issue of debentures.
2) The power of the Band to borrow money shall be exercised only upon a special resolution.
3) For the purpose of carrying out its objectives, the Band may subject to these By-laws draw, make, accept, endorse, discount, execute, and issue promissory notes, bills of exchange, and other negotiable or transferable instruments.
1) The books, accounts and records of the Treasurer shall be audited once a year by two of three Directors elected for that purpose at the Annual General Meeting.
2) The auditors shall examine all books of account and records of the Band for the fiscal year, shall verify the banking records of the Band, and shall prepare a detailed financial statement for presentation at the subsequent Annual General Meeting.
8.07 Fiscal year
The Band’s fiscal year is from October 1st to the following September 30th.
8.08 Annual Membership Fee
The annual membership fee shall be set by the Board. Any change is to be made before September 1st to take effect in a given year.
8.09 Distribution of Assets and Income
In the event that the Band is wound-up, amalgamated, or dissolved. its assets and accumulated income are to be transferred to an organization or organizations with similar objectives of the Band as stated in its application for incorporation.
PART 9 – OTHER OFFICIAL MATTERS
9.01 Minutes and other Records
1) The Secretary shall maintain minutes of all meetings of the Band and all meetings of the Board.
2) The Secretary shall file all reports and returns of information required by statute.
3) The Secretary shall maintain a Register of Members containing the name and residential address of the applicants for incorporation and of every other person admitted as a member of the Band as well as their class of membership.
4) The Quartermaster shall maintain a current record of the Band equipment and other property of the Band, and a listing of items issued to Members.
9.02 Signing Authority
One of the President, the Secretary, and the Treasurer together with one other Director who is not one of the foregoing Officers, has the authority to sign instruments and documents other than cheques on behalf of the Band.
9.03 Band Property
1) All equipment or other Band property issued to a Member remains at all times the property of the Band and shall not be used for personal benefit or enjoyment except with the express prior approval of the Board.
2) A member is liable to reimburse the Band for any loss or damage to equipment or other Band property issued to the Member. The Band reserves the right to engage the services of a collection agency.
1) The Band tartan is the McLean of Duart.
2) The Band badge is the Royal Canadian Legion badge.
9.05 Amending the By-Laws
The By-Laws shall be rescinded, altered, or added to only upon special resolution of the Voting members.
1) Except where written notice is specified, a notice under these By-Laws may be given verbally either in person, by telephone, or in writing by electronic mail.
2) Written notice under these By-Laws may be given to a Member or former Member by delivering it personally, or by mailing it to the current or last address for that person on the Register of Members.
3) Written notice under this Part may be given to the Band by delivering it personally to any Director, or by mailing it to the Registered Address of the Band.
4) A written notice under this part sent by ordinary post is deemed to have been given on the second day after the day of posting on which postal delivery service is in effect at the location to which mail is addressed.
The Board May make Rules consistent with these By-Laws.
a) Prescribing forms to used for any purpose required in these By-Laws or for any other Band purpose;
b) Governing the procedure to be followed at meetings of Members and meetings of the Board;
c) Governing the reimbursement of expenses incurred by Members;
d) Prescribing charges by the Band for performances;
e) Prescribing the uniform of Playing Members
f) Governing the loan of Band equipment and other property;
g) Prescribing the duties and responsibilities of Officers, Ranks, and Appointments;
h) Prescribing the circumstances under which a Playing Member may be excused from practices, performances and engagements; and,
i) Otherwise for carrying out the purpose of these By-Laws and the proper conduct of the Band’s affairs.
PART 10 – TRANSITIONAL PROVISIONS
10.01 Existing By-Laws
All previous By-Laws are rescinded.
10.02 Continuation of Existing Membership
1) All Members immediately prior to the coming into effect of these By-Laws continue to be Members in accordance with the appropriate class of membership provided for in these By-Laws.
2) Any probationary period in effect prior to the coming into effect of these By-Laws is extended as though made in accordance with these By-Laws.
10.03 Continuation in Office
All Directors, Officers, Ranks, or Appointments holding office immediately prior to the coming into effect of these By-Laws continue in office in accordance with these By-Laws.