BY-LAWS

MEMBERSHIP

1. Membership fee, if any, in the Society shall be determined, from time to time, by the members at a general meeting. Any person residing in Alberta and being of the full age of 18 years, may become a member by a favourable vote passed by a majority of the members at a regular meeting of the society, and upon payment of the fee. Such voting shall be by ballot, unless the meeting by resolution otherwise decides. Any person under the age of 18 years may in the same manner become a member upon payment of half of the said fee. A candidate willing to subscribe to the by-laws may join the Society with a paid annual membership fee and approval by the Board of Directors. A candidate should submit an Application Form with fee payment. The application will be reviewed and ruled by the Board of Directors.

2. The annual membership fee is due at time of application submittal or on or before June 1 of the year.  A membership is considered as a family.  A single member is entitled to bring a friend or a companion to the activities.

3. Any member wishing to withdraw from membership may do so upon a notice in writing or by email to the Board of Directors through its Secretary. 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 thereafter shall not be entitled to membership privileges or powers in the Society until reinstated. Any member upon a majority vote of all members of the Society in good standing may be expelled from membership for any cause which the Society may deem reasonable.

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 by-laws 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. 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 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, email or telephone. 2/3 of the appointed directors shall constitute a quorum, 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. 

6. The directors may from time to time appoint one or more of their body to the office of managing director or manager or any other for such term and at such remuneration, whether by way of salary, fee, commission, or otherwise, as they may think fit, but his/her appointment shall be subject to determination at the pleasure of the directors. 

7. A person appointed or elected as a director by the Board becomes a director if they were present at the meeting of the Board of Directors 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 a 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.

8. Any director or officer upon a majority vote of all members in good standing may be removed from office for any cause which the Society may deem reasonable.

9. The directors shall duly comply with the provisions of the Society Act, or any statutory modification thereof for the time being in force, and in particular with the provisions in regard to the registration of mortgages and to keeping registers of directors and members and to mailing of forms or proxy and information circulars, and to filling with the Alberta Registrar an annual report, and copies of special and other resolutions, and of any change in the registered office or of directors.

10. The directors shall cause minutes to be made in books provided for the purpose of all appointments of officers made by the directors, of the names of the directors present at each meeting of the directors and of any committee of the directors, of all resolutions and proceedings at all meetings of the Society, and of the directors, and of committees of directors. A director shall be appointed to assume the responsibility to prepare the minutes of the meeting and the meeting minutes shall be kept in the Society’s records maintained by the Secretary.

PRESIDENT

11. The President shall be ex-officio a member of all Committees. The President shall, when present, preside at all meetings of the Society and of the Board. In the President’s 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. The President, during his/her presidency, is the sole representative of the Society and is responsible to the Board of Directors. The President has the authority to represent the Society and the power to authorize a director or a member to represent the Society to deal with external affairs. Nobody should make any official dealings on external affairs without the President’s acknowledgment and authorization. The President or his/her representative(s) shall not make any decisions on the issues directly related to the Society and its interests, unless is specifically authorized, either by the Board of Directors and/or any general or special meeting. The President should resign from the office when two-thirds of the directors disapproves his/her presidency.

VICE PRESIDENT

12. In the absence of the President, the Vice President shall assume the duties and responsibilities of the President.

SECRETARY

13. The Secretary shall be appointed by the Board of Directors at the Board meeting immediately following the Annual General Meeting. 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. If a seal is adopted, the Secretary shall have charge of the seal of the Society which seal 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, the duties of the Secretary 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. The Secretary shall maintain the records of the Society.

14. 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 shall collect and receive the annual dues or assessments levied by the Society, such monies to be promptly turned over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as hereinafter required.

TREASURER

15. The Treasurer shall be appointed by the Board of Directors at the Board meeting immediately following the Annual General Meeting. The Treasurer shall receive all monies paid to the Society and shall be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. The Treasurer shall properly account for the funds of the Society and keep such books as may be directed. The Treasurer 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 as hereinafter set out 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

16. The books, accounts and records of the Secretary and Treasurer shall be audited at least once each year by a 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 December 31.

17. 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.

AUTHORIZATION OF EXPENDITURES
 

18. All cheques should only be validated with the signatures of the President or Vice President and the Treasurer. The Vice President has the power to authorize, in writing, any expenditure up to the limit of $100 in the area under his/her responsibility. The President has the power to authorize, in writing, any expenditure up to the limit of $300.  Any expenditures over $300 should be approved by the Board of Directors, in writing.  The Society is not permitted to borrow money.
 

MEETINGS

19. This Society shall hold an annual meeting on or before June 30 in each year, of which notice in writing to the last known address of each member shall be delivered in the mail at least 14 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 three directors or more than nine directors, in an odd number. 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 may be filled at the next meeting, provided it is so stated in the notice calling such meeting. Any member in good standing shall be eligible to any office in the Society.

20. 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 at least 7 days prior to the date of such meeting. At a General Meeting, a work report from the Board of Directors and a financial report should be given and reviewed. Any major business should be reviewed, discussed and decided during the meeting.

21. A special meeting shall be called by the President or the Secretary upon receipt by that officer of a petition signed by one-third of the members in good standing, setting out the reasons for calling the meeting, which shall be by letter to the last known address of each member, delivered in the mail at least 7 days prior to the meeting.

22. One half of the members in good standing shall constitute a quorum at any meeting of the Society. If a quorum is not present, then the meeting shall be terminated and must be re-called. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place, and, if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

23. The President or the Vice President of the Society shall preside as chairman at every general meeting of the Society. If there is no President or Vice President, or if at any meeting the President or Vice President is not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act as chairman, the members present shall choose someone of their members to be chairman. The chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjourned meeting took place.
 

VOTING

24. Any member who has not withdrawn from membership, been suspended or expelled shall have the right to vote at any meeting of the Society. Such vote must be made in person and not by proxy or otherwise. Voting shall be by ballot, unless the meeting by resolution otherwise decides.

REMUNERATION

25. Unless authorized at a properly constituted meeting of the Board of Directors and after notice for same shall been given, no Director, officer or member of the Society shall receive any remuneration for his or her services.

BORROWING POWERS

26. For the purpose of carrying out its objects, the Society may 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. The Society shall not borrow money.

CORPORATE SEAL

27. The Society shall have a corporate seal and the seal of the Society shall not be affixed to any instrument, except by authority of resolution or at the discretion of the Board of Directors. The custody of the seal shall be held by the Secretary.

BY-LAWS

28. The by-laws may be rescinded, altered or added to by a "Special Resolution".

NOT-FOR-PROFIT

29. The organization shall be carried on without purpose of gain for its members and any profits or other accretions to the organization shall be used solely to promote its objectives.