Society Bylaws

MEMBERSHIP

1.    Membership fee, if any, in the society shall be determined, from time to time, by the directors at a director's meeting. Any person residing in Alberta, and being of the full age of 18 years, may become a member upon acceptance by the Board of Directors, or a nominee of the board, of an application for membership together with the applicable membership dues.
2.    Any member wishing to withdraw from membership may do so on a notice in writing to the Board of Directors through its Secretary. Any member upon a majority vote of the Board of Directors may be expelled from membership for any cause which the society may deem reasonable.

 

PRESIDENT

3.    The President shall be ex-officio a member of all Committees. He/she shall, when present, preside at all meetings of the society and of the Board. In his/her absence, the Vice-President shall preside at any such meetings. In the absence of both, a chairperson may be elected at the meeting to preside.

 

BOARD OF DIRECTORS

4.    Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society.
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 society, and meetings of the Board shall be held as often as may be required, but at least once every three months, and shall be called by the President. 

A special meeting may be called on the instructions of any two Board members provided they request the President in writing to call such meeting, and state the business to be brought before the meeting. 

Meetings of the Board shall be called by 10 days' notice in writing mailed to each member or by three days notice by fax or telephone. Any four members shall constitute a quorum, and meetings may 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, those transactions shall be null and void.
6.    A person appointed or elected a director must have confirmed that they would accept being a director prior to the election or appointment.
7.    Any director or officer, upon a majority vote of Society members in good standing at a duly constituted General Meeting, may be removed from office for any cause which the society may deem reasonable.
8.    If there is a vacant director's position, the Board, by a majority vote, may appoint a member to fill that position for the remainder of the term. This may be actioned once per term.
9.    The Past President shall be the individual most recently occupying the position of President. This individual is a voting member of the board. The Past President position is not elected by the Society but is automatically filled and will stand for one term only.
10.    Directors shall be elected for a term of two (2) years and shall serve until their successors are elected or appointed. Directors are eligible for re-election unless otherwise determined by the Society. Only 50% of the board can turn over in any given year to allow continuity of knowledge and processes within the board.

 

SECRETARY

10.    It shall be the duty of the Secretary to attend all meetings of the society and of the Board, and to keep accurate minutes of the same. In case of the absence of the Secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The Secretary shall have charge of all the correspondence of the society and be under the direction of the President and the Board.
11.    The Secretary or nominee 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

12.    The Treasurer shall receive all monies paid to the society and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. He/she shall properly account for the funds of the society and keep such books as may be directed. He/she shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the society and submit a copy of same to the Secretary for the records of the society. The Office of the Secretary and Treasurer may be filled by one person if any annual meeting for the election of officers shall so decide.

AUDITING

13.    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 of the society in each year shall be December 31.
14.    The books and records of the society may be inspected by any member of the society at the Annual Meeting or at any time 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.

 

MEETINGS

15.    The society shall hold an annual meeting within 6 months of the year end date, of which notice in writing to the last known address of each member shall be delivered in the mail 21 days prior to the date of the meeting.
At this meeting, there shall be elected directors, at least 4 and not more than 9. Any member in good standing shall be eligible to be elected as a director. The directors so elected shall form a board and shall serve until their successors are elected and installed.
At the first meeting of the board after each annual general meeting of the society, the directors must elect, from among its elected officials, a President, a Vice-President, a Secretary and a Treasurer.

The Vice-President has the powers and duties of the President: 
a) While the President is absent or is unwilling or unable to act, or 
b) For the remainder of the President's term if the President ceases to hold office.

If an officer other than the President is unwilling or unable to act for a period of 2 or more months, the board may appoint a replacement officer from among themselves for the remainder of the term. 

A director must be present in person or by teleconference at director's meetings to be counted in establishing a quorum.
16.    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 in the mail eight days prior to the date of such meeting. 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 eight days prior to the meeting.
17.    12 members in good standing shall constitute a quorum at any meeting.

 

VOTING

18.    Any member who has not withdrawn from membership nor has been suspended or expelled shall have the right to vote at any meeting of the society. Such votes must be made in person and not by proxy or otherwise.

 

SPECIAL RESOLUTIONS

19.    The bylaws of the Society may be rescinded, altered, or added to by a Special Resolution as defined under the Societies Act. A Special Resolution requires approval by not less than seventy-five percent (75%) of the votes cast by members present and eligible to vote at a duly called meeting of the Society.

 

REMUNERATION

20.    Unless authorized at any General meeting and after notice for same shall have been given, no directors, officer or member of the association shall receive any remuneration or payment for their roles. However, they may receive reasonable reimbursement of expenses or pay for services performed in other capacities if authorized.

 

BORROWING POWERS

21.    For the purpose of carrying out its objects, the society may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the society, and in no case shall debentures be issued without the sanction of a special resolution of the society.

 

BYLAWS

22.    The Bylaws may be rescinded, altered or added to by a "Special Resolution."

 

COMMUNICATIONS

23.    All references to "mail" or "mailed", within these Bylaws, shall include both written email messages delivered electronically as well as those written messages delivered by hand.
24.    A Director's vote delivered by email shall be considered the same as a vote delivered in person.

 

ELECTRONIC MEETINGS

25.    Meetings of the Society, the Board of Directors, or any committee may be held in whole or in part by electronic means, including teleconference or videoconference, provided that all participants are able to communicate adequately with each other during the meeting. 

 

DISSOLUTION OF THE SOCIETY

26.    In the event of the dissolution of the Society, any remaining assets after payment of liabilities shall be distributed to one or more non-profit organizations with similar purposes, as determined by the members by Special Resolution, in accordance with the Societies Act.