By-Laws of the Alberta Society of Pipers and Drummers


BYLAW 1. INTERPRETATION

1.1 Definitions. In these bylaws, unless the context otherwise requires:
a) "Act" means the Society Act of Alberta and the regulations thereto, 
as amended from time to time, and any successor legislation;
b) "Society" means Alberta Society of Pipers and Drummers;
c) "Board" means the board of directors of the Society as described in 
Article 7 of these Bylaws.

1.2 Incorporation by Reference. The definitions in the Act on the date 
these Bylaws become effective are incorporated herein by reference to 
the extent that they are not inconsistent with the definitions contained 
in this Bylaw.


BYLAW 2. MEMBERSHIP

2.1 The members of the Society shall be those people who are subscribers 
to the Objectives and Bylaws, and those people who from time to time 
become members pursuant to the Bylaws.

2.2 The members of the Society shall be divided into the following 
classes: Honourary, Active, Associate, Life, Junior, Pipe Band and 
Highland Games Association.

2.3 Each class of membership shall have the following privileges and/or 
restrictions:

2.3.1 Honourary Members shall be entitled to all the privileges of an 
Active Member, except the member shall not be entitled to vote or fill any 
office in the Society. The Board of Directors shall have the power to 
appoint as an Honourary Member any entity whose association with the Society 
may be considered advantageous or who has rendered special service to the 
Society. The Board of Directors shall also have the power to appoint the 
holder of any public appointment of office to be an Honourary Member of 
the Society during that person's term of appointment or office.

2.3.2 Active Members shall be at least the age of 18 years who are Bagpipers 
or Drummers. An Active Member shall be entitled to participate in all the 
activities and affairs or the Society, and to vote, and to be elected or 
appointed as a director and to hold office in the Society. The Board of 
Directors may, in recognition of distinguished service to the Society, 
appoint an Associate Member as an Active Member, but no more than once in 
three years. There may not exist on the rolls of Active Members, at any one 
time, more than three members who have been appointed from the Associate 
class.

2.3.3 Associate Members shall be at least the age of 18 years and may be 
anyone who is not a Bagpiper or Drummer who shall be entitled to all the 
privileges of and Active Member except the right to vote or to nominate.

2.3.4 Life Members are Active Members who are appointed by the Board of 
Directors in recognition of distinguished service to the Society and have 
all the privileges of an Active Member.

2.3.5 Junior Members are members less than the age of 18 years who are 
Bagpipers or Drummers, who shall have the same privileges as Associate 
Members.

2.3.6 A Pipe Band Member is a group of Bagpipers and Drummers that meet 
the minimum, band player requirements as defined in the competition 
rules of the Society, and is entitled to the same privileges as an Active 
Member, and shall be entitled to two votes.

2.3.7 A Highland Games Association Member is a society, association or 
corporation that conducts Bagpiping competitions, Drumming competitions, 
and/or Bagpipe Band competitions under the Rules established from time 
to time by the Society, and is entitled to the same privileges as an 
Active Member, and shall be entitled to two votes.

2.4 The name and address of the candidate shall be deposited with the 
Society along with the amount of the current year's dues and fees. The 
Board of Directors at their next meeting shall vote upon the candidate's 
admission. No candidate shall be admitted as a member if there are three 
or more votes cast against his or her election. On the election of each 
member the Secretary shall notify him or her of his or her election and 
shall furnish him or her with a copy of the Objectives, Bylaws and Rules 
of the Society and shall enter his or her name on the register of members. 
Any unsuccessful candidate may appeal in writing the decision of the 
Board within 60 days of receipt of notice. An unsuccessful candidate shall 
not apply a second time until at least 1 year has elapsed since the date 
of the meeting at which his or her application was last considered.

2.5 Any band or individual who is a full paid member of any organization 
recognized by the Alliance of North American Pipe Band Association shall 
be recognized by the Society as an Associate Member with all rights and 
privileges.

2.6 Any band or individual holding membership in an organization outside 
the Alliance of North American Pipe Band Association may compete in a 
maximum of two (2) events per year without being required to become an 
active member of the Society.


BYLAW 3. DUES AND ENTRANCE FEE

3.1 The Board of Directors may prior to notification of the Annual 
General Meeting, fix the amount of the entrance fee for all new members 
from the Active, Associate, Junior, Pipe Band, and Highland Games 
Association classes shall be paid. The Directors may from time to time 
decide on the amount of the entrance fee. There shall not be any entrance 
fee for Honourary Members or Life Members.

3.2 The Directors may prior to notification of the Annual General Meeting, 
fix the amount of the annual dues payable by each class of members, and 
the date when those dues are payable.

3.3 There shall not be any annual dues payable by Honourary Members or 
Life Members.

3.4 Yearly memberships are based on the calendar year.


BYLAW 4. WITHDRAWAL AND SUSPENSION OR EXPULSION

4.1 Any member may withdraw from the Society by signifying his or her 
wish to do so in writing addressed to the Secretary. The member remains 
liable for payment of the dues for the full year in which he or she 
withdraws.

4.2 The Board may suspend or expel any member for: 

4.2.1 default in the payment of dues or fees levied in accordance with 
these Bylaws; or

4.2.2 any causes, conduct or behaviour which in the opinion of the 
Board is inimical to the best interests of the Society or its members 
or for failure to comply with these Bylaws or a direction of the Society.

4.3 If the Secretary receives a requisition to expel any member from 
the register of members stating the reason therefore and signed by not 
less than three members of the Society, the Board of Directors shall 
consider the matter at their next meeting.

4.4 Prior to suspending or expelling a member, the Board shall provide 
notice to the member of the proposed suspension or expulsion, which notice 
shall set for the reasons for the suspension or expulsion and give the 
member the right to make written appeal within 60 days of notification 
and appear in person before the Board at the next subsequent meeting of 
the Board. Appeals must be made in writing, accompanied by a fee which 
shall be set by the directors from time to time, returnable if protest 
is substantiated.

4.5 If the Directors determine by a simple majority of those directors 
present at that meeting to remove the member, they shall confirm that 
resolution at the next meeting by a majority of directors at which not 
less than 5 directors shall be present. If the resolution to remove the 
member is confirmed, the member shall be removed from the register of 
members and he or she shall thereupon cease to be a member.

4.6 A member who is suspended or expelled shall not have any right to 
vote nor shall he or she hold any office or position in the Society 
during the period of his or her suspension or upon expulsion, but, while 
suspended, shall continue to be bound by the duties and obligations of 
the membership as defined in these Bylaws.

4.7 A suspended member may be reinstated upon a resolution of the Board.

4.8 The length of the suspension will be assessed by the Board upon 
due consideration of the facts available.


BYLAW 5. GENERAL MEETINGS

5.1 The fiscal year end of the Society shall be December 31.

5.2 The Annual General Meeting of the Society shall be held one each 
calendar year on or before April 30 at such time and place as the 
Directors decide, of which notice in writing to the last known address 
of each member shall be delivered in the mail 30 days prior to the meeting.

5.3 The order of business at the Annual General Meeting shall be as follows:

5.3.1 The reading and approval of Minutes of the last previous General 
Meeting;

5.3.2 Report of the President;

5.3.3 Report of the Treasurer including presenting financial statements 
for the fiscal year ending immediately before the Annual General Meeting;

5.3.4 Other reports;

5.3.5 Election of the Directors.

5.4 All other General Meetings shall be called Special General 
Meetings. A special general meeting shall be called:

5.4.1 At the request of the president;

5.4.2 At the written request of not less than four (4) members of 
the Board of Directors;

5.4.3 At the written request of not less than twenty five (25) 
percent of the members of the Society entitled to vote at a meeting 
of members;

5.4.4 The request for a special general meeting shall specify the general 
nature of the business to be conducted at that meeting. Notice of the 
meeting shall be in the form or required under this Bylaw.

5.5 Notice of Meetings.

5.5.1 Notice of general meeting shall be given to the members in 
accordance with the Act and shall specify the place, day and hour of 
the meeting, and the general nature of the business to be conducted at 
the meeting.

5.5.2 The auditors, if any, of the Society are entitled to receive all 
notices and other communications relating to any meeting of members that 
any members are entitled to receive.

5.5.3 No public nor advertisement of members meeting, whether annual or 
special, shall be required.


BYLAW 6. PROCEDURE AT GENERAL MEETINGS

6.1 The President or, in the absence of the President, a Vice-President, 
or in the absence of both, one of the other Directors present, shall 
chair any meeting of members. If no such officer is present with thirty 
(30) minutes of the time fixed for holding the meeting, the members 
present and entitled to vote thereat shall choose one of their number to 
chair the meeting. If the Secretary of the Society is absent, the chair 
shall appoint some person who need not be a member, to act as Secretary 
of that meeting.

6.2 A quorum at general or special meetings shall consist of persons 
present. In any event, a quorum shall be not less than five (5) Active Members.

6.2.1 No business, other than the election of a chairman and the 
adjournment or termination of the meeting, shall be conducted at a general 
meeting at a time when a quorum is not present.

6.2.2 If at any time during a general meeting there ceases to be a 
quorum present, business then in progress shall be suspended until there 
is a quorum present or until the meeting is adjourned or terminated.

6.2.3 If within thirty (30) minutes from the time appointed for the 
meeting a quorum is not present, the meeting, if convened on the 
requisition of members, shall be terminated; but in any other case, it 
shall stand adjourned to the same day in the next week, at the same time 
and place, and if, at the adjourned meeting, a quorum is not present 
with in thirty (30) minutes from the time appointed for the meeting, the 
members present shall constitute a quorum.

6.3 Procedure for voting shall be as follows:

6.3.1 A member is not entitled to vote on an resolution unless he or she 
is an Active Member or is a Pipe Band Member or a Highland Games 
Association Member in good standing in accordance with these Bylaws.

6.3.2 Voting shall be by a show of hands unless (before or on the 
declaration of the result of the show of hands) a poll is directed by the 
chair or demanded by at lease one Active Member who is present in person. A 
declaration by the chair that a resolution has been carried, or carried 
unanimously, or by a particular majority, or lost or not carried by a 
particular majority and an entry to that effect in the book of the 
proceedings of the Society shall be conclusive evidence of the face, 
without proof of the number or proportion of the votes recorded in favour 
of, or against that resolution.

6.3.3 No voting by proxy is permitted.

6.3.4 Subject to the Act, resolutions or questions arising at general 
meetings shall be determined by the majority of the votes cast on the 
resolution or question.

6.3.5 Any resolutions proposed at a meeting must be seconded and the chair 
of a meeting may move or propose a resolution.

6.3.6 In the case of equality of votes, the person chairing the meeting 
may cast a second or deciding vote in addition to the vote to which he or 
she may be entitled as a member.

6.4 The person chairing a general meeting of members may, subject to any 
other provisions of these Bylaws, with the consent of the meeting and 
subject to such conditions as the meeting may decide, and notwithstanding 
that no quorum is present, adjourn the general meeting from time to 
time and from place to place. Any business as may properly have been 
transacted at the original meeting may be transacted at the continuation 
of such meeting. No notice shall be required of the continuation of an 
adjourned general meeting.


BYLAW 7. DIRECTORS

7.1 The affairs of the Society shall be managed by a board of directors. 
Subject to these Bylaws and all laws affecting the Society, the Board 
may exercise all the powers and do all the acts and things that the 
Society my exercise and do.

7.2 The Board of Directors shall consist of the President, 
Vice-President, immediate Past President, and a minimum of four (4) 
directors. The President, Vice-President, and the immediate Past 
President are deemed to be directors.

7.3 The positions of President, Vice-President and half of the directors 
shall stand for election on odd years. The positions of Treasurer, 
Secretary and the remaining half of the directors shall stand for 
election on even years. Members of the Board may only serve two (2) 
consecutive terms and must stand down for one (1) year.

7.4 Directors shall be elected at each Annual General Meeting from the 
Active Members of the Society.

7.5 The Board of Directors may act notwithstanding any vacancy in the 
number of directors.

7.6 If a vacancy on the Board of Directors occurs for any reason the 
remaining members may appoint any Active Member to fill the vacancy. 
Any person so appointed shall hold office until the next Annual General 
Meeting. A director appointed to fill a vacancy on the board shall 
hold office only until the conclusion of the next following Annual 
General Meeting of the Society, but is eligible for re-election at the 
meeting. No act of proceeding of the Board is invalid only by reason 
of there being less than the prescribed number of directors in office.

7.7 The office of any director shall be vacated upon the occurrence 
of any of the following events:

7.7.1 If a court order is made declaring the director to be a 
mentally incompetent person or incapable of managing his or her own affairs.

7.7.2 Upon death.

7.7.3 If the director resigns from office by notice in writing to 
the Secretary of the Society.

7.7.4 If the director ceases to a member in good standing.

7.7.5 If the director is absent for three out of four consecutive 
meetings, unless for reasons acceptable to the Board.

7.8 The members may by special resolution remove a director before 
the expiration of his or her term of office, and may elect a 
successor to complete the term of office.

7.9 Meetings of the Board shall be conducted as follows:

7.9.1 The Board may meet at such times and places as it may determine 
to dispatch business.

7.9.2 The Secretary of the Society shall call a meeting of Board 
upon request of the President or any three (3) directors.

7.9.3 Notice of the time and place of every Board meeting shall be 
given to each director not less than seven (7) days before the time 
of the meeting is to be held, provided that notice of a meeting 
shall not be necessary if all the directors are present or if those 
absent waive notice of, or otherwise signify their consent to, such 
meeting being held.

7.9.4 A director may participate in a meeting of the Board by means 
of conference telephone or other communication facilities by means 
of which all directors participating in a Board meeting agree to such 
participation. A director participating in a Board meeting in 
accordance with this subsection shall be deemed to be present at the 
meeting and to have so agreed and shall, unless disqualified for any 
other reason, be counted in the quorum therefore and be entitled to 
speak and vote thereat.

7.10 A quorum to transact business shall be five (5) directors in 
number.

7.11 The President, or in the absence of the President or at the 
request of the President, Vice-President, shall chair any meeting of 
the Board. If no such officer is present, the directors present shall 
choose one of their number to be chair.

7.12 The Secretary of the Society shall attend all meetings of the 
Board in order to prepare the minutes thereof. In the absence of 
the Secretary, the directors present shall choose one of their number 
to act as Secretary of that meeting. Minutes of the proceedings of 
any meeting of the Board of Directors shall be taken by the Secretary 
on in his or her absence by a member of the Board. Afterwards they 
shall be copied into the Minute Book to be kept for that purpose by 
the Secretary. They shall be read at the next meeting of the Board 
and, when confirmed, signed by the person chairing that meeting.

7.13 At all meetings of the Board every director present shall be 
entitled to one vote and, subject to the provision of these Bylaws, 
every resolution or question shall be decided by a majority of the 
votes cast on the resolution or question. In the case of an equality 
of votes, the chair of the meeting shall be entitled to a second or 
casting vote. Any resolution proposed at a meeting must be seconded 
and the chair of a meeting may move or propose a resolution.

7.14 A resolution in writing signed by all the directors and placed 
with the minutes of the Board is as valid and effective as if 
regularly passed at a meeting of the Board.

7.15 A director's interest in a contract or transaction with the 
Society shall be dealt with as follows:

7.15.1 A director who is in any way, directly or indirectly interested 
in an existing or proposed contract or transaction with the Society or 
who holds any office or possesses any property whereby, directly or 
indirectly, a duty or interest might be created in conflict with his 
or her duty or interest as a director shall disclose to the Board of 
Directors the nature and extent of that interest in such contract or 
transaction or of the conflict or potential conflict with his or her 
duty and interest as a director, as the case may be, in accordance 
with the provisions of the Society Act.

7.15.1 A director shall not vote in respect of any such contract or transaction 
with the Society in which he or she is interested, and if he or she shall do so 
that vote shall not be counted, but he or she shall be counted in the quorum 
present at the meeting at which such vote is take.

7.16 Directors shall not be compensated by the Society for being or acting as a 
director or receive any other direct or indirect profit from their office. 
However, a director shall be reimbursed for all expenses necessarily and 
reasonably incurred by him or her while engaged in the affairs of the Society.

7.17 The directors may from time to time appoint an Honourary President and 
one or more Honourary Vice-Presidents. The person appointed to any one of these 
positions is not required to be a member of the Society, and the person 
appointed shall not be a director.

7.18 The Board of Directors shall have the power to make rules and regulations 
governing Bagpiping competitions, Drumming competitions, and Bagpipe Band 
competitions, and the participation therein of members as contestants or 
officials. They may also make rules and regulations for the government of 
the Society provided they are consistent with these Bylaws.

7.19 The execution of all documents and signing of all cheques in connection 
with the administration of the Society shall be done by such person or 
persons and in such manner as the Board of Directors may from time to time 
determine. No document under seal shall be executed by or on behalf of the 
Society except by authority of the Board of Directors. Until otherwise 
determined by the Board every document under seal shall be signed by the 
President or the Vice-President and by the Secretary of the Society.


BYLAW 8. FINANCIAL AND ACCOUNTANTS

8.1 The accounts of the Society shall from time to time be examined by the 
Board of Directors who shall present to the Annual General Meeting a 
complete statement thereof duly certified by the Society Accountant together 
with a report of the general affairs of the Society during the preceding year.

8.2 The accounts and books of the Society shall be examined once at least 
in each year and their correctness ascertained and certified by on 
Accountant, who shall be appointed by the Board of Directors and who is 
not a director or officer of the Society. The Accountant shall present 
the financial statements to the Board of Directors at least one month 
before the Annual General Meeting.


BYLAW 9. COMMITTEES

9.1 The Board of Directors may establish such committees and/or such ad 
hoc committees as it deems necessary.

9.2 The Chair of the committee shall be appointed by the President, 
subject to the approval of the Board of Directors for a term to be 
designated by the President subject to the approval of the Board of 
Directors.

9.3 Committee members shall be appointed by the President after 
consultation with the Chair of the respective committee and subject to 
approval of the Board of Directors for a term consistent with that of 
the Chair.


BYLAW 10. OFFICERS

10.1 The Board of Directors shall be voted into office at the Annual 
General Meeting on a two year rotation as described in article 7.3. 
The Board of Directors shall appoint an accountant pursuant to 
Article 8.2 herewith.

10.2 The duties of the President shall be as follows:

10.2.1 Preside at all meetings of the Society and the Board;

10.2.2 Give leadership to the Society and report to the membership 
and the Board on the conduct and management of the business of the 
Society;

10.2.3 Supervise the other officers of the Society and in the 
carrying out of their duties, and appoint interim committees and 
committee chairs as from time to time may be in the best interests of 
the Society, subject to confirmation by the Board;

10.2.4 Sign all such documents as authorized by resolution of the Board;

10.2.5 Carry out such other duties as are prescribed by the Board or 
that are prescribed elsewhere in these Bylaws or Bylaw, and as are 
incidental to the office of the President.

10.3 The Secretary shall do the following:

10.3.1 Conduct the correspondence of the Society;

10.3.2 Issue notices of meeting of the Society and directors;

10.3.3 Keep minutes of all meetings of the Society and directors;

10.3.4 Have custody of all records and documents of the Society except 
those required to be kept by the Treasurer;

10.3.5 Have custody of the common seal of the Society;

10.3.6 Maintain the register of members.

10.4 The Treasurer shall do the following:

10.4.1 Keep the financial records, including books of account, necessary 
to comply with the Act;

10.4.2 Render financial statements to the directors, members, and others 
when required;

10.4.3 The offices of Secretary and Treasurer may be held by one person 
who shall be known as the Secretary-Treasurer.

10.5 The office of any officer shall be vacated upon the occurrence of 
any of the following events:

10.5.1 If a court order is made declaring the officer to a mentally 
incompetent person or incapable of managing his or her own affairs;

10.5.2 Upon death;

10.5.3 If the officer resigns from office by notice in writing to the 
Board;

10.5.4 If the officer ceases to be a member in good standing.

10.6 Any officer of the Society may be removed with cause by a special 
resolution of the members of the Society. The directors may by resolution 
appoint any person in place of such officer for the remainder of the term.


BYLAW 11. NOTICES

11.1 A notice may be given to a member, either by personally delivering 
it or by mailing it to him or her at his or her registered address. Any 
notice to be given will be sufficiently given if delivered personally 
or if mailed prepaid in any post office in the province of Alberta. Any 
notice personally delivered shall be deemed to have been given when 
delivered and any notice mailed and properly addressed, shall be deemed 
to have been given on the third business day following the date on 
which it was so mailed, provided that if mailed, should there be, at the 
time of mailing or between the time of mailing and the deemed receipt 
of the notice, a mail strike, slow down or other labour dispute which 
might affect the delivery of such notice by the mails, then such notice 
shall be only effective if actually delivered.

11.2 The accidental omission to give any notice to any member, director, 
officer or auditor of the Society or the non-receipt of any notice by any 
member, director, officer or auditor or any error in any notice not 
affecting the substance thereof shall not invalidate any action taken at 
any meeting held pursuant to such notice or otherwise founded thereon.

11.3 A member, director, officer or auditor may waive any notice required 
to be given to themselves under any provision of the Act or the Bylaws of 
the Society, and such waiver, whether given before or after the meeting 
or other event which notices required to be given, shall cure any default 
in giving such notice.


BYLAW 12. ALTERATION

12.1 Any alteration or amendment to these Bylaws shall be made at the 
Annual General Meeting or by special resolution. Notice of any proposed 
alteration or amendment shall be sent to all members entitled to attend 
such meeting and to vote at least thirty (30) days before the General 
Meeting at which the amendment is to be presented. No alterations or 
amendments to these Bylaws passed at any such meeting shall require 
confirmation at any subsequent General Meeting of the Society.


BYLAW 13. AFFILIATION AND BRANCHES

13.1 The Board of Directors shall have the power to affiliate with any 
other Association or Association having the same or similar objects in 
whole or in part, upon such terms and conditions as they may deem advisable.

13.2 The Directors shall, if authorized to do so by an ordinary 
resolution passed at the Annual General Meeting of the Society, have 
power to establish and maintain one or more branch Society or Societies 
within the Province of Alberta having powers not exceeding the powers of 
the Society, as the Society by its Board of Directors, may from time to 
time confer.


BYLAW 14. MISCELLANEOUS

14.1 The Society shall not take part in nor express any views on any 
political activity.

14.2 The Seal of the Society and the books and records of the Society 
other than the books of account shall be kept in the custody and control 
of the Secretary. The books of account of the Society shall be kept in 
the custody and control of the Treasurer.

14.3 The books and records of the Society may be inspected by any member 
by making arrangements with the Secretary and/or the Treasurer, as the 
case may be, to do so at any reasonable time and place.

14.4 The Society may be dissolved at any time by a special resolution to 
that effect passed by the members present and entitled to a vote in 
person at a duly convened General Meeting of the Society called for 
that purpose.

14.5 The Society shall have the power to accept donations, gifts, 
legacies and bequests.


BYLAW 15. BORROWING

15.1 Subject to the Act, the Board may from time to time borrow money 
on behalf of the Society on the credit of the Society. Such action 
shall require a resolution passed by the Board. No debentures shall 
be issued without the sanction of a special resolution.

15.2 The Members may by special resolution restrict the borrowing 
powers of the directors, by a restriction imposed shall expire at the 
next Annual General Meeting.

Dated the 17th day of May, 2000.