BYLAWS OF THE CALGARY KOREAN Cultural Centre (the “society”)
1. Membership fee in the society shall be determined, from time to time, by the members at a general meeting. Any person residing in Alberta, and being of the full age of 18 years, may become a regular member upon payment of the fee. Any person under the age of 18 years may become a non-voting member upon payment of the fee. Membership fees for renewing members shall be due at the beginning of the fiscal year.
2. Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Secretary. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of ten months from the date such fees or assessments were due and shall thereafter be entitled to no membership privileges or powers in the society until reinstated. 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.
3. The President shall be ex-officio a member of all Committees. He/she shall, when present, preside at all meetings of the society and of the Board. In his/her absence, Vice-President shall preside at any such meetings. In the absence of all of them, a chairman may be elected at the meeting to preside.
BOARD OF DIRECTORS
4. Board of Directors shall consist of the Officers and Directors of the society.
5. The Board of Directors shall, subject to the bylaws or directions given it by majority vote at any meeting properly called and constituted, have full control and management of the affairs of the society, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. A special meeting may be called on the instructions of any two members provided they request the President in writing to call such meeting, and state the business to be brought before the meeting. Meetings of the Board shall be called by 8 days notice in writing mailed to each Board member or by three days notice by email, fax or telephone. A quorum shall consist of 50% plus one of the total voting members of the Board of Directors. Emergency resolutions may be proposed by any two Directors by email to all of the other Directors and may be rejected or adopted by majority email vote of a quorum of directors.
6. A person appointed or elected a director becomes a director if they were present at the meeting when being appointed or elected, and did not refuse the appointment. They may also become a director if they were not present at the meeting but consented in writing to act as director before the appointment or election, or within ten days after the appointment or election, or if they acted as a director pursuant to the appointment or election.
7. Any director or officer, upon a majority vote of all members in good standing, may be removed from office for any cause which the society may deem reasonable. Any director absent without prior notice from two consecutive Board of Directors meetings shall be removed from office.
8. It shall be the duty of the secretary to attend all meetings of the society and of the Board, and to keep accurate minutes of the same. He/she shall have charge of the Seal of the society which whenever used shall be authenticated by the signature of the Secretary and the President, or, in the case of the death or inability of either to act, by the Vice-President. In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the society and be under the direction of the President and the Board.
9. The Secretary shall also keep a record of all the members of the society and their addresses including email addresses, send all notices of the various meetings as required, and collect and receive the annual dues or assessments levied by the society. Such monies shall be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required.
10. The Treasurer shall receive all monies paid to the society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. He/she shall properly account for the funds of the society and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Board 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. The Office of the Secretary and Treasurer may be filled by one person.
11. The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a duly qualified accountant or by two members of the society elected for that purpose at the Annual Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual Meeting of the society. December 31 in each year shall be the end of the fiscal year of the society.
12. The books and records of the society may be inspected by any member of the society at the Annual Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.
13. The society shall hold an annual meeting on or before the 31st of December in each year, of which notice shall be given at least 8 days prior to the meeting in writing by email to the last known email address of each member, or by fax or telephone, and by advertisement in all major Korean-language newspapers in the City of Calgary. At this meeting there shall be elected two even numbered year directors (2016, 2018 etc) or three odd numbered year directors (2017, 2019 etc), for a two year term. In the 2016 annual meeting three additional directors shall be elected for a one year term. Every second annual meeting there shall be elected a President, a Vice-President, a Secretary and Treasurer (or Secretary-Treasurer) each elected to a two year term. The Board of Directors consist of the President, Vice-President, Secretary, Treasurer (or Secretary-Treasurer) and the five elected Directors. Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting. The President may be elected for a maximum of two consecutive terms. Any member in good standing shall be eligible to any office in the society.
14. General meetings of the society may be called at any time by the Secretary upon the instructions of the President or the Board. A special meeting shall be called by the President or Secretary upon receipt of a petition signed by one-third of the members in good standing, setting forth the reasons for calling such meeting. Notice of general or special meetings shall be in writing by email to the last known email address of each member, or by fax or telephone, and by advertisement in all major Korean-language newspapers in the City of Calgary at least 8 days prior to the meeting.
15. 30 members in good standing shall constitute a quorum at any general meeting. In the event of a quorum not being achieved, no consensus resolution shall be reached, with the exception of adjournment, and/or announcement of meeting closure. The President shall recall the meeting within two weeks. In the event of a quorum not being reached at the second meeting thus called, the quorum shall be decided to be the attended regular members.
16. Any member who has not withdrawn from membership nor has been suspended or expelled shall have the right to vote at any meeting of the society. Such votes must be made in person and not by proxy or otherwise.
17. Unless authorized at any meeting and after notice for same shall have been given, no officer or member of the association shall receive any remuneration for his/her services.
18. For the purpose of carrying out its objects, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the society, and in no case shall debentures be issued without the sanction of a special resolution of the society.
19. The Bylaws may be rescinded, altered or added to by a “Special Resolution” passed by a majority of not less than three-fourths of such members entitled to vote as are present in person, at a general meeting of which one month’s written notice specifying the intention to propose the resolution as an extraordinary resolution has been duly given.
20. The society may be dissolved by a vote of two-thirds of the entire membership at the time of proposed dissolution. Any remaining funds and assets at the time of dissolution after payment of debts and liabilities will be donated to Calgary Korean Scholarship Foundation.