Establishment

1. The Don Berner Big Band Foundation is hereby established as of the date of incorporation.
   1. The Don Berner Big Band Foundation may be referred to as “the Foundation.”
2. The Foundation shall be governed by a Board of Directors.

Amendments to Bylaws

1. Bylaws can only be changed by a Special Resolution of the Members. Special Resolution is defined in Sections 1(d) and 15(1) of the Societies Act, R.S.A. 2000, c. S- 14, as amended. This requirement cannot be changed.

Membership

1. The Members of the Don Berner Big Band foundation are:
   1. Members
      1. May attend and vote in General and Special Meetings and may be elected to the Board of Directors of the Foundation.
      2. Shall act in accordance with the vision, mission, values, and bylaws of the Foundation.
      3. Shall support the vision, mission, values, and bylaws of the Foundation.
      4. Work actively with other members of the Foundation to implement work, projects, and other programs of the Foundation.
2. Any person residing in Alberta, and being of the age of 18 years in the year of application for Membership, may become a Member by a favourable vote passed by a majority of the Members at a regular meeting of the Foundation, upon application to the Foundation and payment of the fee. The membership fee, if any, in the Foundation shall be determined, from time to time, by the Members at a General Meeting. Such voting shall be by ballot, unless the meeting by resolution otherwise decides.
3. Membership shall be for a period of one year, so long as the Member is in good standing with the Foundation and supports vision, mission, values and bylaws of the Foundation.
4. Any member wishing to withdraw from membership may do so upon a notice in writing to the Board through its Secretary.
5. If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended at the expiration of six months from the end of such year and shall thereafter be entitled to no membership privileges or powers in the Foundation until reinstated. Any member upon a majority vote of all members of the Foundation in good standing may be expelled from membership for any cause which the Foundation may deem reasonable.

Board of Directors

1. Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the Foundation.
2. The Board shall consist of the President, Secretary, Treasurer, and not more than eleven (11) Directors. The Board shall consist of a minimum of two (2) directors at any point in time.
3. The Board shall appoint an Executive Director.
4. The Board members shall hold office for two (2) years.
5. The Board 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 Foundation.
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 (50%+1) of all Members in good standing, may be removed from office or any cause which the society may deem reasonable.

Meetings

1. This Foundation shall hold an annual meeting on or before September 30 in each year, of which notice in writing to the last known address of each member shall be delivered by email thirty (30) days prior to the date of the meeting. At this meeting there shall be elected a President, Vice-President, Secretary, Treasurer, (or Secretary Treasurer), and not less than Four (4) and not more than eight (11) directors.
2. The officers and directors so elected shall form a Board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting, provided it is so stated in the notice calling such meeting.
3. Any Member in good standing shall be eligible to any office in the society.
4. Board meetings shall be held at least every three months.
5. General Meetings of the society may be called at any time by the Secretary upon the instructions of the President or Board by notice in writing to the last known address of each member, delivered via email ten (10) days prior to the date of such meeting.
6. A Special Meeting may be a called at the request of any two board members provided they make a request in writing to the President to hold such a meeting and state the business to be brought before the meeting.
7. 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, which shall be by letter to the last known address of each member, delivered in the mail ten days prior to the meeting. Regular 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.
8. A Special Meeting of the Board may be called on the instructions of any two members provided they request the President in writing to call such meetings, and state the business to be brought before the meeting.
9. Meetings of the Board shall be called by giving seven (7) days notice in writing emailed to each Director.

Quorum

1. 50% of Members in good standing shall constitute a quorum at any meeting.
2. Any four Directors shall constitute a quorum of the Board, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transactions at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.

President

1. They shall, when present, preside at all meetings of the Foundation and of the Board. In their absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.
2. The President shall be an ex-officio member of all Committees.
3. The President shall exercise alone all the powers of the Board in cases of emergency or evident necessity, such actions to be ratified at the next meeting of the Board.

Vice-President

1. The Vice-President shall supervise and coordinate all activities of the Foundation in the absence of the President.
2. In the event the President resigns, the Vice-President shall complete the President’s term.
3. The Vice-President shall oversee the growth and expansion of members of the Foundation.
4. The Vice-President shall be responsible for any additional duties the President may assign.

Secretary

1. It shall be the duty of the Secretary to attend all meetings of the Foundation and of the Board, and to keep accurate minutes of the same. They shall have charge of the Seal of the Foundation 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, their 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.
2. The Secretary shall also keep a record of all the members of the society and their 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.

Treasurer

1. 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.
2. The Treasurer shall properly account for the funds of the society and keep such books as may be directed.
3. The Treasurer shall present a full detailed account of receipts and disbursements to the Foundation whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the Foundation and submit a copy of same to the Secretary for the records of the Foundation.
4. The Office of the Secretary and Treasurer may be filled by one person if any Annual Meeting for the election of officers shall so decide. Should the Office of the Secretary and Treasurer be filled by one person, an additional Director may be appointed to the Board, such that the number of Directors does not exceed the number of Directors in paragraph 3.2.

Executive Director

1. The Executive Director shall be an Officer of the Foundation and shall be appointed by the Board.
2. The Executive Director shall be responsible for the day to day operations of the Foundation.
3. The Executive Direction shall be the senior staff person reporting to the Board and responsible for the provision of overall management and leadership in implementing Board policy in a manner consistent with the mission and goals of the Foundation.

Audit

1. 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. The fiscal year end of the society in each year shall be June 30.
2. The books and records of the society may be inspected by any member of the Foundation 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.

Voting

1. Any member who has not withdrawn from membership nor has been suspended nor 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.
2. Unless otherwise provided, voting shall be by a show of hands and by a simple majority and require the physical presence of the voter.
3. If there is an equal number of votes for and against a resolution or motion the resolution or motion is defeated. 13.4 A record of the result of all votes shall be kept by the Secretary.
4. A record of the result of all votes shall be kept by the Secretary.

Remuneration

1. Members of the Board may be entitled to receive an honourarium for their service to the Foundation as may be determined by a Resolution of the Members.

Borrowing Powers

1. Members of the Board may be entitled to receive an honourarium for their service to the Foundation as may be determined by a Resolution of the Members.

Miscellaneous

1. The Foundation shall at all times during its currency maintain Director’s liability insurance in an amount determined by the Board from time to time and as confirmed in each meeting or in the alternative by a Special Resolution of the Board.
2. Each Director or Officer holds office with protection from the Foundation. The Foundation shall indemnify each Director or Officer against all costs or charges that result from any act done in their role for the Foundation. The Foundation does not protect any Director or Officer for acts of fraud, dishonesty, or bad faith.
3. No Director or Officer is liable for the acts of any other Director Officer or Employee.
4. No Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the Society.
5. No Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in their role for the Foundation, unless the act is fraudulent, dishonest or in bad faith.
6. Directors or Officers can rely on the accuracy of any statement or report prepared by the Foundation’s Auditor.
7. Directors are not held liable for any loss or damage as a result of acting on a statement or report.

Society Seal

1. The Foundation does not have a Corporate Seal.

Dissolution

1. Upon dissolution of the Foundation all remaining funds and assets will be donated to a charitable organization.

The foregoing Bylaws are hereby adopted by the Foundation this 31st of May 2023.