Shamrock Curling

Bylaws

Shamrock Curling Society Bylaws

Article 1 – Name

The name of the organization shall be “Shamrock Curling Society” (hereinafter referred to as “the Shamrock” or “the Society”) and shall operate in compliance with the Societies Act.

Article 2 – Affiliation and Requirements

The Shamrock shall be affiliated with the Northern Alberta Curling Association, Alberta Curling Federation, Canadian Curling Association, Canada Curling or their successors and other organizations to which these governing bodies belong.

Article 3 – Membership Requirements

  1. Any person resident in the Province of Alberta who agrees to abide by the Society’s Bylaws is entitled to apply for membership in the Society.
  2. Membership is valid from May 1st through April 30th, in alignment with the Shamrocks’ fiscal year. All members, except for Lifetime members shall have their membership automatically expire on April 30th each year. Renewal of membership may begin on May 1st and must be completed before league activities begin.
  3. Every member in good standing and ordinarily resident in the Province of Alberta is entitled to hold office, attend Annual General and Special General Meetings of the Society and is entitled to make representation at any such General Meeting.
  4. Membership categories of the Society shall include:
    1. Voting members: are those applicants approved for membership in the Society who are 18 years of age & over and who reside within the Province of Alberta and are in a Shamrock house or rental league.
    2. Lifetime members: are those that are recommended by the Board of Directors and approved by a majority of the membership in a General Meeting. Life time membership recognizes individuals who have provided exceptional service while belonging to the Shamrock.
    3. Non-voting members: are those applicants under the age of 18 who have been approved for membership and who reside within the Province of Alberta and are curling in a Shamrock house or rental league.
  5. Membership Fees:
    1. The Board will establish and approve annual dues for all members and rental leagues for the upcoming fiscal year.
    2. Membership fees are due before the start of league activities. Late payments may be subject to interest charges and ultimately membership termination.
    3. Life time members are eligible to receive a 30% discount on curling fees.
  6. Termination of Membership:
    1. The Board of Directors may in its absolute discretion, terminate any membership by affirmative vote of not less than ¾ of the Board members if in the opinion of the Board:
      1. Termination is in the best interests of the Society or the member;
      2. The member has failed to abide by the house rules and regulations;
      3. The member’s conduct is harmful to the Society, the sport of curling, either through action or inaction;
      4. The member has failed to act in accordance with rules governing conduct of the Society or affiliated governing bodies; or
      5. The member has not fulfilled his/her obligations to the Society, including payment of league fees.
    2. Where membership is to be terminated, the member affected shall be provided with an opportunity to be heard by the Board. The member shall be notified in writing of their right to a hearing within 30 days of the Board’s decision.
    3. Any member wishing to withdraw from membership may do so by submitting notice in writing to the General Manager and/or President of the Board. Such resignation in no way relieves the member of any liability to the Society for financial and other obligations accrued up to the date of resignation and is a forfeiture by the member of all rights to and claims upon the Society. There will be no refund of fees.
  7. No member is permitted to assign their membership or membership privileges to any third party.

Article 4 – Voting and Membership Rights and Privileges

  1. Voting Rights:
    1. All Voting members and Lifetime members of the Society in good standing, are entitled to one vote in person or by proxy at Annual General Meeting and Special meetings.
    2. Voting will be by show of hands except where a poll is requested.
    3. No person will be entitled to an additional vote by reason of holding the office of President or being the chairperson of any meeting.
  2. Membership Rights:
    1. All members in good standing shall be entitled to participate in the Society’s programs and to the use of the facilities of the Society in accordance with normal operation of the facilities subject always to these Bylaws and the rules and regulations of the Society.
    2. All Voting members and Lifetime members are entitled to stand for election to be a Director.

Article 5 – Meetings of the Members

  1. There shall be an Annual General Meeting ( “AGM”) of the Society held between the 1st day of September and the 30th day of September in each year.
    1. The AGM shall be called for the transaction of business that may properly be brought before the members. These include, but are not limited to: review of financial statements, setting out the Society’s income, disbursements, assets and liabilities audited and signed by the Society’s auditor; the regular election of Directors; appointment of auditors and approval of a budget for the next fiscal year; review of the Society’s operations and the Board’s activities and business plans for the previous and succeeding fiscal years.
    2. All members shall be notified by email at least 21 days prior to the holding of any AGM.
    3. Quorum shall be considered attained at the AGM if in attendance there are minimum of 18 Voting Members either in person or by proxy.
    4. If within 60 minutes of the appointed time a quorum is not present, then the meeting shall be adjourned to such a time and place as fixed by the majority of votes cast by a show of hands by those present and eligible to vote at the meeting provided such time shall allow for a minimum 21 days’ notice of the members by email of meeting. At the re-scheduled meeting the members quorum shall be considered attained if in attendance there are a minimum of 18 Voting Members either in person or by proxy.
    5. Unless otherwise stipulated, voting on the regular transaction of business at the AGM shall be a majority of voting members by a show of hands. Voting members may also vote on regular business at the AGM by proxy.
    6. Unless otherwise stipulated, any motions or questions arising at any meeting shall be decided by a show of hands by those eligible to vote at the AGM.
  2. Special General Meetings of the members:
    1. Shall be called by:
      1. The President, as required;
      2. The members representing at least 18 eligible votes from the full membership provided they request the President in writing to call such meeting and state the business to be brought before the meeting
      3. by resolution of the Board.
    2. Only such business as is called for in the notice shall be transacted at a Special General Meeting.
    3. All members shall be notified by email at least 21 days prior to the holding of any Special General Meeting and members shall be advised of the purpose thereof.
    4. Quorum at a Special General Meeting of the members shall be considered attained if in attendance there are minimum of 18 Voting Members either in person or by proxy.
    5. If within 60 minutes of the appointed time a quorum is not present at a Special General Meeting, the meeting shall be dissolved.
    6. Unless otherwise stipulated, voting on the transaction of business at a Special General meeting shall be a majority of voting members by a show of hands. Voting members may also vote on business at the special general meeting by proxy.

Article 6 – Board of Directors: Composition, Duties and Powers

  1. Governance of the affairs of the Society shall be vested in the Board of Directors (herein also called the “Board”). The Board may enact and enforce regulations regarding the management and operation of the Society, and such regulations shall be consistent with these Bylaws.
  2. The Board will be comprised of the following:
    1. Executive (Officers):
      1. President
      2. Treasurer
      3. Secretary
      4. Past President
    2. Directors at Large, which include committee chairpersons.
  3. The Board shall consist of not less than nine (9) nor more than thirteen (13) members. All board members must be a Voting member in good standing.
  4. The election of Directors shall take place annually at the AGM of the members. Every director, including officers are subject to re-election every year. The election shall be decided at the AGM by a majority show of hands and by any proxy votes by voting members.
  5. The Executive Committee has the authority to act for the Board between its meetings, shall meet from time to time at the call of the President and shall carry out such duties and tasks delegated to it by the Board. In addition to the foregoing, it may act for the Board on emergency matters but its decisions are subject to ratification at the next succeeding Board meeting.
  6. The positions of the Executive Committee shall be determined by a vote of the Board.
  7. Provided that they are re-elected as a Director, the President will hold their office for a term of three (3) years.. The Treasurer and Secretary will hold their office for a one (1) year renewable term. Directors at large may serve up to 10 consecutive years. After 10 years of service is reached, a minimum of 1 year absence from the Board must be observed before seeking re-nomination.
  8. The Board may at any time, in its discretion by a vote of not less than ¾ of the Board, remove any Director of the Society.
  9. The members may at any time remove any Director or Officer of the Society by calling a Special General Meeting, as indicated in Article 5 Section 2.
  10. A Director or Officer may resign by giving to the President of the Society a notice in writing to that effect, and that vacancy may be filled at the following AGM.
  11. Executive Committee Roles & Duties:
    1. President:
      1. Is the chief officer of the Society;
      2. Presides at all meetings of the Society, Board of Directors, Executive Committee;
      3. Calls meetings of the Board, Executive Committee and Subcommittees;
      4. Is responsible for the overall direction of the Board and Executive Committee;
      5. Is the principal spokesperson for the Society;
      6. Is an ex-officio member of the Committees of the Society; and
      7. Will enforce the due observance of the Bylaws, decide all questions of order, announce the results of voting at any meeting of the Society and call all Annual and Special General Meetings of the Society, the Board and Executive Committee unless otherwise provided for in the Bylaws.
    2. Treasurer:
      1. Keeps the finances of the Society;
      2. Prepares financial statements for the Society and presents them at each Board Meeting and AGM.
      3. Works with General Manager and President on Annual Budget, and presents for approval at ‘AGM’
      4. Oversees the accurate accounts of all income, disbursements, assets and liabilities;
      5. Supervises spending monies, in accordance with the Annual Budget as direct by the Board;
      6. Cheque signing; and
      7. Works with accountant(s) and auditor(s) of the Society on the audit of the financial statements.
    3. Secretary:
      1. Shall enter or cause to be entered in records kept for that purpose minutes of all proceedings at all meetings of the Society, the Board and the Executive Committee; and
      2. Is the custodian of the seal of the Society.
    4. Past President:
      1. In the absence of the President or in the event that the President is unable, incapable or fails to carry out his/her duties under these Bylaws, the Past President will act in the place of the President.
      2. Past President will serve a one (1) year term.
  12. Director at Large: Duties and Powers
      The Duties of Directors of the board include
      1. Attend all board meetings where possible
      2. Serve on committees where possible
      3. Enforce regulations regarding the management and operation of the Society, and such regulations shall be consistent with these Bylaws.
    2. The powers of Directors include:
      1. Make expenditures in furtherance of the purpose of the society
      2. Enter into trust agreements or contracts in furtherance of the purpose of the society

Article 7 – Agents and Employees

  1. The Board may appoint agents or authorize the employment of persons as is necessary to carry out and manage the objectives of the Society, such as a General Manager. These agents or employees shall have the authority and shall perform the duties prescribed to them by the Board and the Board shall fix their remuneration.
  2. At the request of the Board Executive, and subject to approval from the membership at the AGM, such agents or employees may serve as a Director; however, such agents and employees cannot serve on the Board Executive.
  3. The Board may exercise the privilege of requesting that such agents or employees leave a Board meeting when discussing matters pertaining to said agent or employee.
  4. Employees and agents are subject to evaluation and removal by the Board.

Article 8 – Meetings of the Board

The Board is responsible for the governance of the affairs of the Society. Without restricting the generality of the foregoing, it is accountable to the membership and is responsible for the following:


  1. To give effect to all policies and regulations which are properly approved at any Annual or Special General Meeting of the Society.
  2. Shall meet as often as is required in order to conduct the business of the Society and shall meet at least once every three (3) months at the call of the President. In the event that the President is unable or declines to call a meeting of the Board to deal with a particular matter, a Special Meeting shall be called by the President on the call of any two (2) Board members, provided that the request for a meeting is directed to the President, it is in writing and states the business which the two Board members intend to bring before the meeting. In the event the President fails to call the meeting requested within fourteen (14) days, two (2) Board members may call the meeting by written or telephone notice.
  3. If all the Directors participating in a meeting consent, one or more Directors may participate in a meeting of the Directors by telephone or other communication facilities as permit all persons participating in the meeting to hear each other. Any Director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Directors held while a Director holds office.
  4. All meetings of the Board for the upcoming year shall be scheduled by the President, who shall notify the Directors of said meetings within thirty (30) days of the AGM.
  5. A majority of the Directors shall constitute quorum.
  6. In the event that proper notice is not given for any meeting, a Director(s) who has not received such notice may waive the requirement of the appropriate notice and the Board may approve resolutions in writing providing that such approval is unanimous.
  7. At every meeting of the Board, members of the Executive will provide a report on their activities and administrative decisions made during the interval between meetings.
  8. At every meeting of the Board, the General Manager will provide a report on leading operational matters that highlight key activities that help the Board to make informed decisions that can best carry out the Society ‘s objectives.
  9. The Treasurer will provide financial update at every meeting.
  10. Chairs of any Standing Committees may report on their activities made during the interval between meetings.
  11. The Board will determine the conditions and regulations for the use of the premises and facilities of the Society and will comply with the requirements of all regulatory agencies.

Article 9 – Committees

  1. The Board may establish standing committees as it considers appropriate and such committees shall consist of Board members or a combination of Board members and other members, however, in all cases a Board member shall chair each committee.
  2. The Board may delegate any of its powers to committees consisting of such member or members of the Society as it thinks fit; any committee so formed shall, in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board.
  3. Each Committee may have its own particular Terms of Reference; however, the term length for serving on a Committee will typically consist of a minimum of one (1) year.
  4. Shamrock Society Committees
    1. Executive Committee: The Executive Committee is composed of the Officers of the Board of Directors (President, Secretary, Treasurer, and Past President). The leading purpose of the Executive Committee is to work as a team to coordinate the smooth operation of major functions of the Board of Directors.
    2. Nominating Committee: Within 6 months of the AGM, the Board shall appoint to the Nominating Committee three (3) members, at least one (1) of which must be a Board member (non-Executive committee). The leading purpose of the Nominating Committee is to recruit qualified individuals to fill Board vacancies (including Executive Officer positions) and, with consent of the nominees, present to the membership a slate of individuals for nomination as possible officers and directors of the Society.
    3. Finance Committee: The Finance Committee is composed of the Treasurer and at least one (1) other Board member. The leading purpose of the Finance Committee is to oversee the best use of the Society ‘s income, disbursements, assets, and liabilities.
    4. Building Committee: The Building Committee is composed of at least two (2) Board members. The leading purpose of the Building Committee is to ensure that the life-cycle needs of the facility are properly prioritized and addressed.
    5. Fundraising Committee: The Fundraising Committee is composed of at least two (2) Board members. The leading purpose of the Fundraising Committee is help raise funds for the Society via grants and casinos.
    6. Special Events Committee: The Special Events Committee is composed of at least two (2) Board members. The leading purpose of the Special Events Committee is to help the Society with the organization of special events, e.g., bonspiels, slo-pitch tournaments, etc.

Article 10 – Protection of Directors and Officers

    Limitation of Liability
    1. No current or former Director, officer or member of a committee of the Society shall be liable for any manner of action, cause of action, suit, debt, sum of money, dues, expense, general damages, special damages, costs, claims and demands of any and every kind and nature whatsoever (including all types of subrogated claims and claims for indemnity or contribution), at law or in equity, or under any statute, and without in any way restricting the generality of the foregoing, by reason of claim, or the handling of any claim for injuries, death or damages to person or property, including all expenses and claims arising therefrom, that has or may arise as a result of an act or omission of the Director, officer or member of a committee of the Society excepting there out acts or omissions if such acts or omissions were done or omitted to be done in bad faith or with gross negligence.
    2. The Society shall indemnify and hold harmless every current and former Director, officer and member of a committee (hereinafter the “Indemnified Persons”) out of the funds of the Society from any and all claims, actions, demands, suits, proceedings, losses, damages, expenses and costs, including legal costs on a solicitor-client basis, that may arise directly or indirectly against an Indemnified Person in relation to any act or omission by the Indemnified Persons that was done or omitted to be done, in the course of his or her involvement with the Society, excepting there out acts or omissions if such acts or omissions were done or omitted to be done in bad faith or with gross negligence.
    3. The Society shall, at all times, maintain a Directors and Officers insurance policy providing minimum coverage of $ 1,000,000 and shall not do, or fail to do, anything which voids that policy.

Article 11 – General Provisions

  1. Legacy Fund
    1. The Legacy Fund is to be used for major repairs, building renovations and maintenance to the Shamrock premises, ice area, and ice plant. The Legacy Fund can also to be used for the purposes ensuring the long-term financial sustainability of the objectives of the Society. The Board must unanimously approve use before disbursements can be made.
    2. Annually the Shamrock Society may contribute operating proceeds to the fund. These funds will be allocated in the annual budget. Disbursements will be done at fiscal yearend, and deposited to the Legacy Fund account.
    3. Access to the Legacy Fund must be identified by the Board in the Annual Budget and approved by Society members at the Annual or Special General Meetings. In emergency situations, the Board may call a Special Meeting to obtain approval from members to access the Legacy Fund. Requests will be accompanied by a repayment schedule.
  2. Remuneration
    1. Except as contemplated in Article 8, or as otherwise authorized at any meeting of the Society and after notice of same shall have been given, no Director, Officer or member of the Society shall receive any remuneration for his/her services.
  3. Borrowing Powers
    1. For the purpose of carrying out its objective, the Board is empowered to borrow secured loans and operate accounts at banks or other financial institutions but they are not authorized to mortgage or pledge the assets of the Society nor are they authorized to issue debentures unless the parameters and general terms have been approved by a Special Resolution of the members.
  4. Special Resolutions
    1. In these Bylaws, special resolution means:
      1. a resolution passed
      2. at a General Meeting or Special General Meetings of which not less than twenty-one (21) days’ notice specifying the intention to propose the resolution has been duly given, and
      3. by the vote of not less than 75% of those members who, if entitled to do so, vote in person.
      4. a resolution proposed and passed as a special resolution at a General or a Special General Meeting of which less than twenty-one (21) days’ notice has been given, if all members entitled to attend and vote at the General Meeting so agree.
      5. a resolution consented to in writing by all the members who would have been entitled at a General Meeting to vote on the resolution in person, or where proxies are permitted, by proxy.
  5. Ordinary Resolutions
    1. Ordinary Resolutions shall be passed by a majority of the members present and entitled to vote at any Annual General Meeting, General Meeting or Special General Meeting.
  6. Rescind, Amendment or Replacement of Bylaws
    1. The Bylaws of the Society may be rescinded, altered or added to by Special Resolution.
  7. Audit
    1. The books and records of the Society shall be audited by a duly qualified accountant or by two (2) members of the Society elected for that purpose at the Annual General Meeting. A complete statement of the books for the previous year shall be submitted by such auditor at the Annual General Meeting of the Society. The books and records of the Society may be inspected by any member of the Society on seven (7) days’ notice at a place where such records are kept and at a time designated by the President.
  8. Signing Authority
    1. Cheques drawn by the Society shall be signed by such persons as are designated from time to time by the Board.
  9. Execution of Contract
    1. The seal for the Society shall be in the custody of the Secretary and all contracts to be entered into by the Society will be executed by the President and one of either (a) the Treasurer or (b) the Secretary, unless otherwise determined by the Board.

Article 12 – Dissolution of the Society

  1. No privately or publicly held corporation nor any individual shall profit from the dissolution of the Society.
  2. Notice of Intent: It is the intent of the members of the Society that upon dissolution, the assets of the society benefit the sport of curling through donation to a national, provincial or local curling association or society having goals and objectives similar to that of the Society. Such decision shall be made at the discretion of the membership of the Society at the time of dissolution.

Last Updated

Approved by members @ Annual General Meeting September 16, 2017