CROSS COUNTRY ALBERTA

BYLAWS

THE SOCIETIES ACT APPLICATION

ALBERTA CONSUMER AND CORPORATE AFFAIRS CORPORATE REGISTRY

The Name of the Society is

CROSS COUNTRY ALBERTA SOCIETY

Incorporated under the Societies Act March 26, 1991

BY-LAWS

1. Business Office:

The office from which the operations of Cross Country Alberta are to be carried out shall be in the City of Edmonton, in the Province of Alberta or at such time other location therein as the Executive may from time to time determine.

MEMBERSHIP

2. All applications for membership shall be submitted to Cross Country Alberta and, upon payment of current year fees and clearing all outstanding items, the applicant shall become a member. Applicants for membership must be residents of the Province of Alberta and maintain residency for the majority of the year for which membership is granted.

3. There shall be three (3) classes of membership in the Society:

(a) Member Club, and

(b) An Associate Member

Honorary Membership

And such classes as the society may establish by Special Resolution (hereinafter "members").

(a) Member Club: A Member Club shall be a club having an individual membership in which not less than ten (10) persons are registered members and which embraces the objectives of Cross Country Alberta. The club may become a Member Club upon approval by the Board. Member Clubs shall be entitled voting privileges in all meetings of members of the society in accordance with by-law 10. They shall pay annual membership fees in accordance with the provisions of the by-laws of the Society in that behalf from time to time in force.

(b) Associate Member: An Associate Member shall be an organization that does not meet all the necessary requirements of a Member Club but wishes to maintain an information sharing relationship with Cross Country Alberta. The organization may become an Associate Member through application to, and approval by the Board. Associate Members shall not be entitled to vote at, but shall be entitled to notice of, meetings of the members of the Society in that behalf from time to time in force.

(c) Honorary Membership: An Honorary Membership shall be one given to individuals deemed by the Board of Cross Country Alberta to have made significant contributions to the advancement of the goals and objectives of Cross Country Alberta. An honorary member shall not be entitled to voting privileges.

4. Annual Membership Fees:

Annual membership fees in Cross Country Alberta shall be determined by the Board, from time to time, and shall be ratified by the member(s) present and entitled to vote at the Annual General Meeting. A member shall be deemed to be in good standing when they have paid their current annual membership fee on or before the 30th day of November in each year, or at such time as the Board may from time to time direct. Upon the failure of any member to pay the annual membership fee, the Board may cause the name of such member to be removed from the register of members until such time as the member remits the annual membership fee and any unpaid or delinquent fees.

5. Withdrawal, Suspension and Expulsion of Membership Rights:

Any member wishing to withdraw from membership may do so upon written notice to the Board through its Chairperson or General Manager. Any member may be removed by suspension from the register of members by the General Manager for non-payment of annual membership fees or other authorized assessments. A suspended member will be advised by the General Manager by regular post. The board may expel a member for a deliberate breach of any of the rules, regulations or by-laws of Cross Country Alberta. Any member so expelled may appear before the Board to have the expulsion rescinded. A suspended or expelled member may attend any meeting sponsored by Cross Country Alberta but will not be allowed to participate in other specific activities (i.e. training camps, competitions, etc.) and will not be eligible to vote until the suspension has been rescinded.

6. Annual General Meeting:

The Annual General Meeting of Cross Country Alberta shall be held in or about the month of May in each year at such time, date and place as the Board shall direct, of which meeting due notice shall be given to all members. The following matters shall, inter alia, be on the agenda at such Annual general Meeting:

(a) Election of officers and directors;

(b) Presentation of the budget of the Society;

(c) Presentation of the financial statements of the Society; and

(d) Any special or other resolutions that may be brought forward from time to time. Special resolutions must be received by the society office 50 days prior to the date set for the Annual General Meeting, in order to be considered.

(e) Notice in writing of the Annual General Meeting will be given thirty (30) days and shall be delivered by ordinary mail to the last known address of each member club.

7. Special General Meeting:

The Board may at any time call a Special General Meeting of Member Clubs for the transaction of any business, and at such meeting only the business, which is specified in the notice of the meeting, shall be considered and/or acted upon. Notice in writing of time, date and place shall be delivered by prepaid ordinary, electronic or air mail to the last known address of each Member Club at least eight (8) days prior to the date of such meeting. The General Manager of Cross Country Alberta shall act as the Recording Secretary for all Meetings, unless otherwise directed by the Chairperson.

8. Quorum:

A quorum at the Annual General Meeting or any Special General Meeting shall be one-third (1/3) of the allotted delegates of Member Clubs eligible to vote. No business shall be transacted at any such meeting unless the requisite quorum is present at the commencement of such business.

9. Adjournment:

Any meeting of Cross Country Alberta may be adjourned by the Chairperson to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place, at the direction of the Chairperson of Cross Country Alberta. Written notice to all Member Clubs from the Chairperson is required for any adjourned AGM or special meetings.

VOTING AT GENERAL MEETINGS

10. Voting Procedures:

1. Any member who has not withdrawn from a membership nor has been suspended nor expelled as herein provided shall have the right to attend any Annual General Meeting or Special General Meeting of Cross Country Alberta. All questions proposed for considerations at a meeting of members shall be determining by a majority of the votes cast by members who shall each be entitled to vote as follows:
2. Any Member Club may delegate its right to vote to any member of Cross Country Alberta as its delegate. Such a delegate must present evidence of the delegation prior to the opening of any meeting, signed by two (2) officers of the Member Club they represent.
3. A Member Club is entitled to their number of the votes at the Annual General Meeting with respect to the number of the individual members registered with the association 60 days prior to the AGM and in accordance with the formula outlined in Bylaw 10(a).

BOARD OF DIRECTORS

11. Board of Directors:

Board of Directors, or Board, shall mean the Board of Directors of Cross Country Alberta.

12. Board Members:
At every Annual General Meeting, the Board of Cross Country Alberta shall be elected and consist of the following:

Chairperson
Treasurer
Vice Chairperson
Director of Human Resources
Director of Membership, Communications and Marketing
Director of Events and Scheduling
Director of Youth and Athlete Development
Director of Leadership Development
Director of Alberta Ski Team
The Past Chairperson is a non-elected member of the Board of Cross Country Alberta.

The officers and directors as elected shall form a Board, and shall serve until their successors are elected and installed. An officer may serve a maximum of two terms in a given position with a maximum of three positions (not including the position of Past Chairperson) in succession after which they must not serve for a 2 year period. Currently, a term is defined as one year.

13. Nominations:

Nominations for officers and directors of the Board shall be submitted in writing to a Nominating Committee consisting of the Chairperson, Past Chairperson and Director of Human Resources by a date not less than fourteen (14) days prior to the Annual General Meeting. The Nominating committee shall review and prepare a slate of the candidates for election to be presented at the Annual General Meeting.

Nominations of candidates from the floor shall be accepted at the time of the election of the Board at the Annual General Meeting. Any Board positions not filled by the election procedure will become the responsibility of the elected Board members. The Board may appoint any member of good standing to these vacant positions, subject to the approval of a majority of the Member Clubs. The approval procedure shall be the responsibility of the Director of Human Resources, or in his/her absence, the Past-Chairperson.

14. Resignation:

Should the Board experience resignation, permanent incapacity, death, improper conduct, indisposition, unwillingness or failure to act by any director or officer of Cross Country Alberta thereby rendering it necessary and/or expedient, in the interests of Cross Country Alberta, to suspend or remove such a director or officer before the next Annual General Meeting; the Board may take such action and appoint such replacements as may be required for the proper discharge of the responsibilities of the Board.

15. Governance by the Board:

The Board shall, subject to the by-laws or directions given it by the majority vote at any meeting properly called and constituted, have full control and govern the affairs of Cross Country Alberta pursuant to the respective offices held by the directors and officers of the Society. The board can delegate responsibility, authority and decision-making in accordance with Policy Type Boards, to the General Manager. The General Manager is accountable to the Board for managing the affairs of the association.

16. Chairperson:

The Chairperson shall be charged with the responsibility to ensure that the Board carries out its tasks and fulfills the mandate via three mandatory responsibilities:

1. Provide overall direction and leadership for the organization
2. Ensure that the organization maintains financial health
3. Provide direction to the General Manager

The Chairperson shall be responsible for the calling of meetings thereof, and shall be preside at all meetings thereof.

17. Vice Chairperson:

The Vice Chairperson shall act as Chairperson in the absence, for any reason, of the Chairperson of Cross Country Alberta, and in any event shall support and assist the Chairperson in carrying out the duties of the office of Chairperson.

18. Treasurer:

The Treasurer shall be responsible for ensuring that full and accurate books are maintained. The Treasurer shall render to the Board, at the meetings thereof, or whenever otherwise required, a full detailed account of all transactions undertaking as Treasurer and shall prepare for submissions to the Annual General Meeting a statement duly audited as hereinafter set forth of the financial position of the Society and submit a copy of same to General Manager for the records of the Society. The Treasurer shall, in conjunction with the Board and General Manager, prepare an annual budget for the ensuing year, which if approved by the Board, shall restrict the General Manager and Treasurer�s right to expend in excess of the budgeted amount without the prior approval of the Board.

19. General Manager:

The General Manager shall be appointed by the Board on a permanent basis, subject to annual review and in accordance with Alberta Labour Laws. Subject to the direction of the Board, the General Manager will manage the day to day activities of the Cross Country Alberta office. The General Manager shall be responsible for notifying all members of meetings, preparing and maintaining a record of the minutes of all Board Meetings and General Meetings, assisting the Chairperson and other Board members in the preparation of reports and correspondence and overseeing the maintenance of all records and files of Cross Country Alberta, including the membership database. The General Manager is additionally responsible for ensuring that Cross Country Alberta's annual business plan is updated with changes as defined by the Board.

20. Responsibilities of the Board:

The Board shall be responsible for the routine discharge of the affairs of Cross Country Alberta under the guidance of the Chairperson subject to the by-laws and directions given to it from the General Meetings of Cross Country Alberta. Subject to the availability of funds, and in the discretion of the Board, the Board shall convene a minimum of three times a year. Each member of the board shall have one vote at meetings of the Board.

21. Additional Powers of the Board:

The Board shall be empowered to:

(a) Prescribe forms, and make, vary or amend rules and regulations for the carrying out of the objectives of Cross Country Alberta except the by-laws; and

(b) Appoint such committees or sub-committees as it may require to assist or promote any objective of Cross Country Alberta and in particular the programs aforesaid, and to hire such professional or other assistance as it deem advisable.

(c) Function and act in accordance with the Bylaws, and governance model as approved by the membership.

22. Quorum of the Board:

At any meeting of the Board, a quorum shall be four (4) members of the Board in attendance, one of which must be the Chairperson or Vice Chairperson.

23. Voting at Board Meetings:

On all business transacted by the Board of Cross Country Alberta the outcome of any vote shall be determined in accordance with a simple majority. In the event that there is an even number of Board Members at any meeting, the Chairperson shall not be required to vote and shall not be required to break a tie. All votes shall be taken by ballot, if so demanded by any member of the Board present, but if no such demand is made the vote shall be taken in the usual manner by assent or dissent. A declaration by the Chairperson that a resolution has been carried and an entry made in the minutes to that effect shall be admissible in evidence as prima facie proof of the fact that the resolution carried but not proof of the votes recorded in favor of or against such resolution.

24. Fiscal Year:

The fiscal year of Cross Country Alberta shall terminate on the 30th day of April in each year or on such other date as the board may from time to time determine by resolution.

25. Annual Budget:

1. Annual Budget - The General Manager will prepare the annual budget by estimating the next year's revenue and expenditures, with assistance from the Treasurer and appointed Board Members. The Board will b e required to approve the annual budget prior to the AGM. The budget will be presented to the membership at large at the AGM.
2. Long Term Plan - The General Manager shall prepare a long range (3-5 years) business plan and budget to guide the association, within the long term objectives as determined by the board.

26. Notices:

Any notice, communication or other document to be given by Cross Country Alberta to a member shall be deemed sufficient if mailed to the member by prepaid ordinary, electronic or air mail addressed to the last known address or the member according to the records of Cross Country Alberta.

No error or omission in serving notice of any Annual General Meeting, Special General Meeting or any adjourned meeting, whether annual or special, to the members of Cross Country Alberta shall invalidate such meetings, or make void any proceedings of such meeting. Any member may consider and transact any business either special or general at the Annual General Meeting without prior notice thereof.

27. Banking:

The banking business of Cross Country Alberta shall be transacted with such bank, trust company, or other corporation carrying on a banking business, as the Board shall in its discretion from time to time designate.

28. Execution of Documents:

Deeds, transfers, assignments, contracts and obligations executed on behalf of Cross Country Alberta shall be signed by any two of the following Board Members of Cross Country Alberta: Chairperson, Vice Chairperson, Treasurer, or Director of Human Resources.

29. Appointment of Auditors:

The by-law only applies where Cross Country Alberta is required or has resolved to have an auditor. At each Annual General Meeting of Cross Country Alberta, an auditor shall be appointed to hold office until that person or successor is re-appointed at the next Annual General Meeting. A complete and proper statement of the financial position of the books for the previous year shall be submitted by such auditor, to the members at the Annual General Meeting of the Society. Such auditor may be reviewed by ordinary resolution.

30. Borrowing Powers:

The Board may from time to time:

1. Borrow money on the Credit of Cross Country Alberta; or issue, sell or pledge securities of Cross Country Alberta; or
2. Charge, mortgage, hypothecate or pledge all or any of the real or personal property of Cross Country Alberta, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or
3. Any other obligation or liability of Cross Country Alberta.

31. Interpretation:

In this constitution and in all other by-laws of Cross Country Alberta hereinafter passed, unless the context otherwise requires, words importing a singular member or masculine gender shall include the plural member of the feminine gender, as the case may be, and vice versa, and references to person shall include corporations, firms, and associations.

32. Seal:

(a) The seal, which is impressed herein, shall be on the corporate seal of the Society.

(b) The seal of the Society shall be kept in the custody of the General Manager.

(c) Only the signature of the Chairperson and the General Manager will authenticate the use of the seal on behalf of the Society.

(d) In the event of death of removal from office of either the Chairperson or the General Manger, the signature of the Vice Chairperson will authenticate the use of the seal in place of the deceased or removed officers.

33. Inspection of Records:

The Board shall see that all necessary books and records of the Society required by the by-laws of the Society or by any applicable statute are regularly and properly kept by the General Manager at the Cross Country Alberta office. Records may be inspected by any member of the Society at the Cross Country Alberta office between 9:00 a.m. and 5:00 p.m. on any business day by giving advance notice to General Manager.

34. Remuneration:

(a) Officers and Directors: No officer or director of Cross Country Alberta shall receive any remuneration for their services; provided, however, that the Board may approve and reimburse such officer or director for any expenses incurred on behalf of the Society.

(b) Members: Unless authorized at any meeting of the board and notice of the same shall have been given, no member of Cross Country Alberta shall receive any remuneration for their services.

(c) Where a Member, Officer, or Director performs services outside the scope of their position or is contracted to perform "specific program responsibilities or services", he or she shall will be entitled to reimbursement at the fair market value rate, as predetermined by the association or pre-approved by the Board, in accordance with established criteria, rules, and qualification processes.

35. The by-laws may be rescinded, altered or added to by a "Special Resolution" as defined in the Societies Act.

The signed/authorized By-Laws are on file at the Cross Country Alberta Office.