September 2016

 Dutch Canadian Business Club of Calgary


 Objectives, Mission & Vision



  1. Preamble
  2. The Club

The name of the Club is Dutch Canadian Business Club of Calgary, and will be referred to in this document as the DCBC or the Club.

  1. Objectives, Mission & Vision

The Objectives, Mission & Vision explain purpose of the Club.

  1. Bylaws

The articles in the Bylaws set forth the manner in which and conditions under which the Club operates.

  1. Directives

The sections in the Management Directives explain operating procedures for the various activities the DCBC may undertake.

  1. Objectives, Mission & Vision
  2. Objectives of the Club

The Objectives of the Club are to enhance the business opportunities of its Members and to provide means and methods to its Members to interact and communicate between Members and other business organizations, business professionals and structures. The Club shall have periodical Meetings, promote networking, exchange information, create and promote access to the internet, makes and cultivates contacts and serve as a forum for business activities.

  1. Mission Statement

Dutch Canadian Business Club of Calgary aims to provide a platform for its Members for networking to achieve their goals and potentials, while adhering to the principles of integrity, trust, loyalty, fairness and freedom.

  1. Vision Statement

Dutch Canadian Business Club will foster an environment that encourages its Members to expand and develop their business interests and network in providing regular meetings with outstanding guest lectures and social meetings. It will monitor economic and market developments, and enhance communications between its Members.

  1. Bylaws

Article I.  Definition of Terms and Interpretation

I.1       Definition of Terms

Annual General Meeting                       the Annual General Meeting described in Article IV.1

Board                                                    the Board of Directors of the Club

Club                                                      Dutch Canadian Business Club of Calgary

Director                                                 any person elected or appointed to the Board

Directives                                              a list of tasks describing the steps and procedures to be followed by the Board for the various activities undertaken by the Board

General Meeting                                   an Annual General Meeting or a Special General Meeting

Member                                                 a Member of the Club

Minutes                                                 a summary of the proceedings of a Meeting

Motion                                                   a formal proposal put to the Members present at a Meeting

Officer                                                   any Officer of the Club as listed in Article III.2

Policy                                                    the intentions to influence and determine Decisions and actions

Procedure                                             the course of action in which the Policy is implemented

Registered Office                                  the registered office for the Club

Register of Members                              the register maintained by the Board containing the names of the Members and further information pertaining to the Members.

Resolution                                             a formal statement of an intention to be adopted, or a decision adopted at a Meeting by a simple majority of the Voting Members

Roster                                                    a booklet containing the names and some specifics of all Members

Special General Meeting                      a General Meeting, described in Article IV.1, at which specified topics shall be discussed

Special Resolution                                a Resolution, which requires at least 66% of the Voting Members to be in favor to be accepted

Voting Member                                     a Member entitled to vote at a Meeting of the Club

I.2       Interpretation

Singular and Plural                               words indicating the singular include the plural and vice versa.

Corporation                                           words including persons include corporations

Headings                                               in this text are for convenience only

Liberal Interpretation                             the articles must be interpreted broadly and generously

Gender                                                  the use of masculine forms relating to persons applies to both genders

Difference of Opinion                            in case of a difference of opinion in interpretation between persons, the opinion of the board shall be valid

Difference of Meaning                          in case of a difference of meaning or conflict between articles of the Bylaws, the most consistent meaning shall be valid

Insufficiency                                          in case these Bylaws do not contain provisions to resolve an issue, the Club shall follow the provisions as given in Robert’s Rules of Order, Newly Revised edition.

Article II Membership of the Club

II.1      Members

II.1.1   Classification of Members

There are four Categories of Members

(a)        Full Members

(b)        Associate Members

(c)        Honorary Members

(d)        Life Members

II.1.2   Full Members

A Full Member must

(a)        be of Dutch ancestry or be involved in the Dutch business community

(b)        have a business, work as a business professional or have a management position

(c)        must be at least eighteen (18) years old

(d)        pay the annual Membership Fees for Full Members

II.1.3   Associate Members

The Board may, at its discretion, recognize a person as an Associate Member. An Associate Member may partake in the activities of the Club, but is excluded from voting.

II.1.4   Honorary Members

The status of Honorary Member may be conferred on a person by the Voting Members at a General Meeting, if a Resolution is passed to this effect, and as such, recognizes the contributions of this person to the Club or to the objectives of the Club. An Honorary Membership is awarded after the Members accept a Motion to this effect, put forward by the Board at a General Meeting. An Honorary Member has all the rights and privileges of a Full Member, except the rights of making motions, voting and holding Office.

II.1.5   Life Members

The Board may confer Life Member Status to a Member in Good Standing. The provisions regulating the Life Membership shall be described in the Directives.

II.2      Admission of Members

An individual may become a Full Member by meeting the requirements described in Article II.1.2. An applicant for Full Membership shall have their Application voted on by the Board. If approved by a simple majority of the Board, he shall be admitted as a Full Member. A new Member shall be entered in the Registry of Members.

II.3      Membership Fees

II.3.1   Membership Year

The membership year is concurrent with the Club’s fiscal year and runs from August 1 to July31.

II.3.2   Membership Fees

The Board decides on the annual and partial membership Fees for each category of Members, and on discounts and rebates on membership Fees.

II.3.3   Payment date for Membership Fees

The annual fees must be paid before November 1 of the current fiscal year of the Club.

II.4      Entitlements of Members

II.4.1   Member in Good Standing

A Member is considered to be in good standing when the Member:

(a)        has paid all membership fees and all other required Fees which are due to the Club

(b)        is not suspended as a Member as provided for in Article II.6

II.4.2   Entitlements

Any Member in good standing is entitled to:

(a)        receive notice of Meetings of the Club

(b)        attend any Meeting or social function of the Club, or sponsored by the Club

(c)        speak and make motions at any General Meeting of the Club

(d)        exercise other entitlements given to Members as described in this Document.

(e)        access to the Roster of the Club, to the Bylaws of the Club and to the Directives of the club

II.4.3   Voting Members

Only Full Members in good standing may vote at the Meetings of the Club.

II.5      Termination of Membership

The entitlements cease when the membership is terminated.

The membership is only considered to be terminated under the following conditions:

(a)        resignation

(b)        deemed withdrawal

(c)        death

(d)        expulsion

II.5.1   Resignation

(a)        any Member of the Club may resign by sending a registered letter, dated and signed addressed to the President or the Secretary of the Club

(b)        the membership is considered terminated on the date this notice is received by the Officer

(c)        the entries of the Member shall be removed from the Register of Members

II.5.2   Deemed Withdrawal

(a)        any Member who has not paid his Membership Fees in full two months after a reminder of payment has been sent, is deemed to have submitted his resignation.

(b)        in the next Board Meeting the Board may decide to remove this Member from the Register.

(c)        the membership is considered to be terminated on the date this Decision was made

II.5.3   Death

The membership of a Member is terminated on the date of his death.

II.5.4   Expulsion

A Member may be expelled from the Club by the Board in a procedure described in article II.6.

II.6      Expulsion of a Member

II.6.1   Reasons for Expulsion

A Member may be expelled for the following reasons

(a)        the Member has violated the terms of the Rules and Regulations of the Club

(b)        the Member has acted disloyally to the Club

(c)        the Member has disrupted Meetings or functions of the Club

(d)        the behavior and/or actions of the Member is perceived to be unacceptable by the majority of the Members, which is to be decided by a Special Resolution at a Special General Meeting

(e)        the actions and/or attitude of the Member are considered to be harmful to the Club

II.6.2   Suspension

(a)        when a Member is considered for expulsion, his entitlements as a Member of the Club are immediately suspended

(b)        the authority for suspension resides with the Board

(c)        the entitlements of the Member can be suspended for not more than six months, after the decision to this effect has been made by the Board

II.6.3   Notice of Intent of Expulsion to Member

  • (a) the Board shall notify the Member in writing of its intention to hold a Special Board Meeting with the sole purpose to expel the affected Member
  • (b) the affected Member shall receive the notice to this effect at least two (2) weeks prior to the date of this Special Board Meeting

(d)        the notice shall state every and all reasons why expulsion is considered

(e)        the notice shall be delivered to the Member

II.6.4   Procedure of Expulsion of a Member

  • (a) a Special Board Meeting to expel the Member shall be held at the convenience of the affected Member, but at least two weeks after this Member received the notice of intent of expulsion and before the suspension period will elapse.
  • (b) the Special Board Meeting shall follow guidelines described in the Management Directives

(c)        the decision to expel the Member should be unanimous between the Directors present at the Special Meeting and is final, unless the affected Member initiates an appeal

II.6.5   Process of Appeal

(a)        the Member may appeal the decision of the Board to expel the Member

(b)        the process of appeal shall be described in the Management Directives

(c)        the process to be followed needs to be defined not less than six months prior to the date of notice of intent of expulsion, as described in article II.6.3., was sent to the affected Member

II.6.6   Reinstatement

(a)        an expelled Member may request reinstatement as a Member of the Club after twelve months.

(b)        the request shall be considered by the Board

(c)        the Member shall be notified of the decision of the Board within two weeks after the decision has been made 

II.7      Transferal of Membership

Entitlements following from a membership in the Club cannot be transferred to another person.

II.8      Liability for Debts Due

The person for which the membership has been terminated is still liable for any and all debts he owes the Club.

II.9      Limited liability for Members

No Member shall be held, individually or collectively, liable for any debt or liability of the Club.

Article III  The Governance of The Club

III.1     Board of Directors

III.1.1 Governance and Management of the Club

The authority to manage and govern the Club resides with the Board.

III.1.2             Powers and Duties of the Board

The Powers and Duties of the Board include but are not limited to

(a)        promoting the objectives of the Club

(b)        promoting the membership of the Club

(c)        accepting new Members in to the Club

(d)        expel and suspend Members of the Club

(e)        management of the Club’s assets and property

(f)         approving the annual budget of the Club

(g)        paying for provided services and all expenses incurred in managing the Club

(h)        shielding the Members from debts of the Club

(i)         manage the functions within the Board

(j)         making Bylaws to manage the Club

(k)         creating and changing the Management Directives

(l)         approving all contracts for the Club

(m)       maintaining the financial records of the Club

(n)        maintaining Minutes and transcripts for the Club

(o)        acquiring legal counsel as necessary

(p)        delegating powers and duties to standing committees, without limiting the responsibility of the Board

(q)        maintain liability insurance

(r)         create Ad Hoc Committees to assist the Board

III.1.3             Composition of the Board

The Board shall consists of at least five Members:

(a)        President

(b)        Vice President

(c)        Secretary

(d)        Treasurer

(e)        Past President

(f)         Membership Director

(g)        Event Director

III.1.4             Election of Directors

(a)        the current Board shall remain in office until a new Board is elected

(b)        the Directors are nominated by the Nominating Committee and elected by a majority of the votes of the Voting Members at the annual General Meeting

(c)        at least two Officers should be re-elected

(d)        the position of the Past President shall ex officio be assigned to the retiring President

(e)        the Officers of the Club shall not serve for more than three consecutive terms in their function

(f)         no Director shall serve for more than five consecutive terms on the Board

III.1.5             Vacating a Board Position

(a)        any Director may vacate his position on the Board by giving at least one month’s notice; the resignation to take effect on the date specified in the notice

(b)        in a Special General Meeting the Voting Members may pass a Resolution to remove any and every Director before the end of their term

(c)        a vacancy on the Board may be filled by the Nominating Committee by appointing a Full Member in good standing to that position in a unanimous decision

(d)        all Directors may resign their position at the same time, when they do not want to be held responsible for Resolutions passed by Voting Members at a General Meeting

(e)        when a Director is deemed unable to perform his duties on the Board, the Board may appoint a Full Member in good standing on an interim basis

(f)         when Directors are removed from the Board through a Resolution passed by the Voting Members in a Special General Meeting, article III.1.4 no longer applies; the Voting Members shall appoint new Directors to the Board in the same General Meeting

III.1.6 Removing a Board Member from the Board

A Board Member has to vacate his position when requested by all other Board Members to do so.

III.1.7             Meetings of the Board

(a)        the Board holds at least six Meetings each year

(b)        the President calls the Board Meetings

(c)        any Member of the Board may, in writing, request a Board Meeting. His request shall state the business to be dealt with.

(d)        the President shall set the agenda. Board Members may request additional points to be added to the Agenda.

(e)        the timing and location of all Board Meetings shall be made known to all Board Members at least five days prior to the Meeting

(f)         the President shall forward a Notice and an Agenda to all Directors at least five (5) days before the Meeting

(g)        the President presides over the Board Meeting unless the majority of the Board request another Director to preside.

(h)        each Director has one vote

(i)         a Motion or Resolution is deemed to be passed, when a majority, but at least three Directors, vote in favor. A tie vote means the Motion or Resolution is defeated Resolutions have to be signed by one of the Officers when passed the date on the Resolution is deemed to be the date it is passed

(j)         the Board may invite a Member in good standing to attend a Board Meeting the Board may request this Member to leave this Meeting at any time

(k)         a Board Meeting may be held via technological means voting by technological means is valid

(l)         irregularities or errors in good faith do not invalidate the actions of the Board

(m)       the Minutes of the Board Meeting are kept by the Secretary these Minutes are open for inspection to all Members for a period of 120 days. the Minutes are kept for a minimum period of three (3) years

III.2     Officers

The Officers of the Club are the President, the Vice President, the Secretary and the Treasurer.

III.3     Duties of Directors

III.3.1             The President

(a)        supervises the affairs of the Board

(b)        chairs all Meetings of the Club unless decided otherwise

(c)        sets the agenda for the Meetings of the Club

(d)        is a Member of all committees, except Nominating and Finance Committee

(e)        acts as the spokesperson for the Club

(f)         is responsible for correspondence with and communication to third parties

(g)        is responsible for the Management Directives

(h)        carries out other duties assigned by the Board

III.3.2             The Vice President

(a)        chairs Meeting in absence of the President unless decided otherwise

(b)        chairs the Nominating Committee

(c)        acts on behalf of the President when requested or required

(d)        carries out other duties assigned by the Board

III.3.3             The Secretary

(a)        keeps accurate Minutes of the Board Meetings and General Meetings

(b)        maintains the Member Registry

(c)        distributes notices of various Meetings, except Board Meetings

(d)        custodian the Objectives, Mission & Vision and the Bylaws

(e)        is responsible for the e-mail, postal mail, telephone and address of the Club

(f)         saves all Club documents as required

(g)        carries out other duties assigned by the Board

(h)        webmaster of the official website of the DCBC

III.3.4             The Treasurer

(a)        deposits all monies received by the Club at a financial institution selected by the Board

(b)        invoices all Members for their annual Fees

(c)        pays all invoices and expense accounts

(d)        keeps a detailed record of all monies received and spent

(e)        chairs the Finance Committee

(f)         prepares and maintains the Budget for the current year and presents a current financial overview at each Board Meeting

(g)        prepares a financial statement of the financial situation of the Club at year end

(h)        has the financial records audited by the Audit Committee and the Financial Statement approved at year end

(i)         keeps the Name Tag Box and its accessories

(j)         carries out other duties as assigned by the Board

III.3.5             The Past President

(a)        carries out other duties as assigned by the Board

(b)        custodian of the Directives 

III.3.6             The Membership Director

(a)        Chair the Membership Committee

(b)        Recruits at least two Members from the Membership at large to serve on the Membership Committee

(c)        Develop a plan of recruitment of New Members

(d)        Ensure that there is an ongoing effort of Membership renewal

(e)        Interview New Applicants to determine their qualifications for Membership and report the results of the interview to the Board prior to voting on the Applicant.

(f)         Formally introduce New Members to the Members at a Members Meeting.

III.3.7             The Event Director

(a)        Organize events as proposed by the board

(b)        Investigate proposed speakers

(c)        Book and investigate venues

(d)        Discuss meals and other arrangements for the events

(e)        Gather information for DCBC website (event announcements)

(f)         Report to DCBC Board

(g)        Attend DCBC Board meetings

III.3.8             Other Board Members

The Board may charge other Board Members with duties as deemed appropriate.

III.3.9             Assigned Duties

Each Board Member is expected to assist in tasks of other Board Members, if requested to do so by the President.

III.4     Ad Hoc Committees

III.4.1             Creating Committees

The Board may establish an Ad Hoc committee to advise and assist the Board

III.4.2             Procedures for an Ad Hoc Committee

(a)        the committee has a task described, defined and limited by the Board

(b)        a committee has a Director of the Board as a Member

(c)        the members of a committee serve at the pleasure of the Board

(d)        the Committee Chair calls Committee Meetings and sets the Agenda

(e)        the committee Members shall receive notice two (2) days prior to a Meeting

(f)         the Committee keeps Minutes of its Meetings

(g)        the Minutes are distributed to the Committee Members and the Secretary of the Club

(h)        a report of the progress shall be provided to the Board at the Board’s request

(i)         a majority of Committee Members present at a Meeting is a Quorum

(j)         each Committee Member has one vote

(k)         a motion put forward by one Committee Member must be seconded by another Member

(l)         a Motion is defeated by a tied vote

(m)       a passed Resolution shall be submitted to the Board for approval 

III.5     Standing Committees

The Board establishes the following committees

(a) the Audit Committee

(b) the Nominating Committee

III.5.1             Audit Committee (AC)

(a)        the AC consists of the Treasurer and two other Full Members in good standing, which are not Members of the current Board.

(b)        the Treasurer is the Chair of the AC

(c)        the AC reviews and makes recommendations on budget Policies, assets, property, financial Policies, investing funds etc. to the Board

(d)        the AC audits the Financial Records and approves the Annual Audit Report

(e)        the AC shall carry out other duties as assigned by the Board

(f)         the AC shall report to the Membership before October 1, after the fiscal year end

III.5.2             The Nominating Committee (NC)

(a)        the NC consists of the Vice President and one other Full Member in good standing, who has served previously on the Board, to be selected by the Vice President

(b)        the NC prepares a slate of nominees for each vacant position on the Board

(c)        the NC organizes a democratic procedure to have the Members in good standing elect a candidate to the Board

Article IV   Meetings of the Club

IV.1     The types of Meetings

The Club may hold five different types of Meetings

  1.         Annual General Meeting
  2.         Special General Meeting
  3.         Members Meeting
  4.         Social Members Gathering
  5.         Other Meeting

IV.1.1             The Annual General Meeting (AGM)

(a)        the Club shall hold the AGM in Calgary in the month of September

(b)        the Board shall notify each Member at least twenty one (21) days prior to the AGM such notice includes the location, time and date of the AGM it also shall include text of any Motion received by the Board prior to the date of this notice

(c)        at the AGM the Financial Statements and the reports of Officers and Committees shall be presented for acceptance and the new Board shall be elected.

IV.1.2             Special General Meeting (SGM)

(a)        A SGM can be called at any time

  1. by request of the Board
  2.         by a written, signed and dated request by at least three Directors.
  3.         by a written, signed and dated request from at least 33% of the Voting Members the request shall state the reasons for the SGM and Resolutions to be discussed

(b)        the Secretary shall send a notice to each Member at least twenty-one (21) days prior to the Meeting, stating the place, date and time and the purpose of the Meeting. A copy of the request shall accompany this notice

(c)        only items set out in the notice for the SGM are considered at the SGM

(d)        the procedures are the same as for an AGM.

IV.1.3             Member Meeting

(a)        a Member Meeting is held for the benefit of the Club Members

(b)        Members are entitled to bring Guests to a Member Meeting at the discretion of the Board

(c)        there are no requirements for an Agenda or Minutes

(d)        Members are responsible for their expenses and the expenses of their guests and the expenses incurred directly on their behalf by the Club

(e)        the Members shall receive a receipt for their attendance Fees

(f)         the President or his substitute presides over the Meeting

IV.1.4             Social Member Meeting (SMM)

(a)        a SMM is held for the pleasure of the Club Members

(b)        Members are entitled to bring a limited number of Guests to a SMM

(c)        there are no requirements for an Agenda or Minutes for a SMM

(d)        Members are responsible for their expenses and the expenses of their guests and the expenses incurred directly on their behalf by the Club

(e)        the Members shall receive a receipt for their attendance Fees

(h)        a Master of Ceremonies, appointed by the Board, shall preside over the SMM

(i)         no Club issues shall be discussed

IV.1.5             Other Meeting

(a)        the Club may arrange participation in a Meeting organized by some other entity.

(b)        the Members of the Club are requested to abide by the wishes of the organizing party

(c)        the Club does not accept or recognize any responsibility for these Meetings

IV.2     Procedures at a General Meeting (GM)

IV.2.1             Attendance

A GM is not open to the Public or the Media.

IV.2.2             Quorum

A Quorum is achieved when 20% of the Voting Members is present in Person or by Proxy.

The Chair cancels the GM if a Quorum is not achieved within 30 minutes from the time at which the Meeting was supposed to begin. The Meeting shall then be rescheduled at the convenience of the Board. The rescheduled Meeting shall have no requirement for a Quorum.

IV.2.3             Chair

The GM shall be chaired by the President, the Vice President or a substitute appointed by the majority of the Board.

IV.2.4             Adjournment

(a)        the Chair may adjourn a General Meeting, with the consent of the Voting Members

(b)        the adjourned Meeting shall only deal with unfinished business of the initial Meeting

(c)        the adjourned Meeting shall be held at the convenience of the Board

(d)        no notice is required for the adjourned Meeting

IV.2.5             Voting

(a)        each Voting Member has one (1) vote by attendance or by proxy

(b)        a show of hands decides every vote at every GM

(c)        a ballot may be used if requested by at least five (5) Voting Members.

(d)        a simple majority is required for each Motion and Resolution unless stipulated otherwise

(e)        a motion can be put forward to the Members by a Full Member in good standing and must be seconded by at least two other Members in good standing

(e)        in case of a tie the Motion or Resolution is defeated

(f)         the Chair declares a Motion or Resolution to be carried or lost. This statement is final.

(g)        the procedure of a Ballot Vote is set by the Chair and one of the requesting Voting Members.

(h)        a request for a ballot may be withdrawn

(I)         any dispute is decided in good faith by the Chair and his Decision is final

IV.2.6             Voting by Proxy

(a)        a Voting Member may cast his vote by proxy

(b)        he then shall assign his vote to another member in good standing on a signed proxy form

(c)        if another member is not named or not in good standing, this proxy will refer to the secretary

(d)        the finished proxy forms have to be in the possession of the Chair prior to the GM

(e)        proxy forms remain valid at an adjourned or delayed GM

(f)         a proxy form will be invalid if the signing Member is present during the voting

IV.2.7 Failure to give notice

(a)        all decisions reached at a GM are valid even if the notice was not sent in time, or not sent to all Members, or not received by all Members

(b)        any error in the notice not seriously affecting the meaning of the text, does not invalidate the notice

IV.2.8             Voting in writing

(a)        a Resolution may be sent to the Voting Members with a request to vote on an issue.

(b)        the question to decide the issue should be stated clearly and in a positive manner.

(c)        the returned, signed and dated responses shall be tallied by the Board.

(d)        all responses shall be kept for at least three years.

(e)        the result shall be determined as if the vote were cast at a GM.

IV.2.9             Retention of Documents.

All Documents at issue at an AGM are kept for a minimum period of three (3) years.

Article V Management of the Club

V.1      The Registered Office

The Registered Office of the Club is in Calgary, Alberta

V.2      Keeping of the Books

(a)        the Secretary keeps a record of all Minutes

(b)        a copy of all Minutes is kept by the President

(c)        books and records are kept by the Board according to the requirements

V.3      The Directives

(a)        The Directives are generated and maintained by the Board

(b)        They have to be accepted by Resolution by the Board

(c)        Every Directive has to be dated and signed by the President or his Substitute

(d)        The Directives may be inspected by Members at the convenience of the President

V.4      Inspection of the Books

(a)        all Members in good standing may inspect books, records and Minutes.

(b)        reasonable notice has to be given to the President or Secretary

(c)        inspection can be done at the location where the items are kept.

(d)        inspection has to be done in the presence of a Director

V.5      Audit

(a)        the Fiscal year of the Club is from August 1 to July 31

(b)        the financial records shall be audited by the Audit Committee every year

(c)        the Members of the Audit Committee shall approve the financial statement and the statement of profit and loss

(d)        the approved financial statement and the statement of profit and loss shall be available for inspection by the Members at the next Annual General Meeting

V.6      Cheques and Contracts

(a)        the Board shall authorize at least two of its Officers to sign cheques and at least two Board Members to sign contracts

(b)        only authorized Officers may sign cheques drawn on the monies of the Club

(c)        cheques for amounts less than two thousand dollars ($2000.00) may be signed by one authorized Officer.

(d)        cheques for amounts larger than two thousand dollars ($2000.00) must be signed by two authorized Officers

(e)        contracts entered into by the Club for amounts less than two thousand dollar ($2000.00) must be signed by one authorized Board Member

(f)         contracts entered into by the Club for amounts larger than two thousand dollar ($2000.00) must also be signed by another Officer

V.7      Borrowing Powers

The Club may not borrow money to meet its objectives unless the amounts and objectives are approved by Special Resolution in a Special General Meeting.

V.8      Salaries

No Member, Director or Officer shall receive payments for his services to the Club

V.9      Indemnity

(a)        Directors and Officers hold office with protection from the Club

(b)        the Club indemnifies each Director or Officer from all costs and charges that result from any act done in his role for the Club

(c)        the Club does not protect any Director or Officer for malicious acts by him

(d)        no Director or Officer is liable for the acts of any other Director, Officer or Member.

(e)        no Director or Officer is responsible for any loss or damage due to the bankruptcy, insolvency or wrongful act of any person, firm, corporation dealing with the Club

(f)         no Director or Officer is liable for any loss due to an oversight or error in judgment, or by an act in good faith in his role for the Club, unless the act is malicious

(g)        the Directors can rely on the accuracy of the Financial Statements and Financial Reports; they are not liable for any loss or damage resulting from acting on that statement or report.

Article VI   Amending Objectives, Mission & Vision and Bylaws

(a)        the Objectives, Mission & Vision and the Bylaws may be cancelled, changed or amended by a Special Resolution at any General Meeting of the Club

(b)        the notice for the General Meeting must include details and an explanation for the reasons for the proposed Resolution to change the Objectives, Mission & Vision or the Bylaws

(c)        proposals from Members to amend the Bylaws, should be received by the Secretary or the President at least 28 days prior to the General Meeting in which the amendments shall be discussed these proposals should be dated and signed by at least three Full Members in good standing

(d)        amendments will be part of the Bylaws immediately after adoption the time at which they will take effect may be delayed

Article VII  Dissolution, Merger or Consolidation of the Club

VII.1   Dissolution of the Club

(a)        the Club shall be dissolved after a Special Resolution to that effect is passed at a General Meeting

(b)        the Club shall not pay any dividends or distribute its property or assets among the Members of the Club on dissolution

(c)        when the Club is dissolved, the Club shall first pay all its debts, if possible the remaining funds and assets shall be donated to one or more registered and incorporated charitable organizations

(d)        Members select these organizations by Special Resolution at the General Meeting

VII.2   Merger and Consolidation of the Club

(a)        the Members shall pass a Special Resolution at a General Meeting in which they give a mandate to the Board to investigate the consequences of a Merger or Consolidation

(b)        the Board will report its findings and recommendations in a consecutive General Meeting at this meeting a commitment in principle to pursue the Merger or Consolidation further shall be made by Special Resolution. If this Special Resolution does not pass, no further dealings to this end shall be undertaken by the Board

(c)        the decision to accept the proposal to a Merger or Consolidation shall be made at a General Meeting by Special Resolution

(d)        these Bylaws will remain effective until the Merger is finalized and complete and new Bylaws have been accepted by the Members


  1. Directives


Section A       Of Meetings

Chapter 1. Running a members meeting

Chapter 2. Christmas Dinner

Chapter 3. Stampede Breakfast or Barbecue

Chapter 4. Indonesian Evening

Chapter 5. Running a board meeting

Section B       Of Finances

Chapter 1. Profit and Loss

Chapter 2. Balance

Chapter 3. Budget

Section C       Of Newsletters

Chapter 1.

Section D       Of the Website

Chapter 1

Section E       Of the Database

Chapter 1

Section F       Of Expulsion

Chapter 1. Procedures to expel a Member

Chapter 2. Procedures for the Appeal