Bylaws/Consolidated

From PCSAR

Revision as of 09:27, 21 October 2015

These are the current bylaws as consolidated from the the officially registered amendments.

1. Terms of admission of members A Voting Member is any individual who is of the full age of 18 years, has applied to be a Voting Member, indicates the wish to remain a Voting Member, and has the approval of the Board. An individual that no longer meets these requirements is no longer a Voting Member.

2. An Associate Member is any individual who has applied to be an Associate Member, indicates the wish to remain an Associate Member, and has the approval of the Board. An individual that no longer meets these requirements is no longer an Associate Member. Associate Members have no voting privileges and may not be on the board of directors. Associate Members may not be required to pay a membership fee.

3. The membership fee, if any, shall be determined, from time to time, by the members at a general meeting.

4. Rights and responsibilities of members Members of the society may attend meetings and vote for the selection of directors of the society. Members of the society are bound by the provisions of these bylaws and are expected to support the objectives of the society.

5. Resignation or expulsion of members Any member wishing to withdraw from membership may do so upon written or verbal notice to the Secretary or Board designated individuals.

6. The Board may suspend or expel any member for any reason deemed reasonable by the Board.

7. Suspended Members are entitled to no membership privileges or powers in the society. Suspended Members can be reinstated by a decision of the Board.

8. Appointment and Removal of Directors 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 10 days after the appointment or election, or if they acted as a director pursuant to the appointment or election. 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. Board of Directors, Executive Committee or Board, shall mean the Board of Directors of the society

10. Powers of Directors: 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 management of the affairs of the society.

10.1 Board Meetings: 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. special meeting may be called on the instructions of any two members provided they request the President in writing to call such a meeting, and state the business to be brought before the meeting. Board Meetings shall be called by notifying each Board Member with three days notice by e-mail, telephone or other means of immediate delivery or 10 days notice by mail. A simple majority of sitting Board Members shall constitute a quorum, and meetings shall be held without notice if a quorum of the Board is present, provided however, that any business transacted at such meeting shall be ratified at the next regularly called meeting of the Board; otherwise they shall be null and void.

11. Payment to Directors Unless authorized at any meeting and after notice for same shall have been given, no officer of member of the association shall receive remuneration for his/her services.

12. The President The President shall be ex-officio a member of all Committees. S/he 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.

13. The Secretary It shall be the duty of the Secretary to attend all meetings of the society and Board, and to keep accurate minutes of the same. S/he shall have charge of the Seal (if one is acquired) of the society which whenever used shall be authenticated by the signature of the Secretary and 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, 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 of the Board.

14. Preparing and keeping other books and records 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.

15. The Treasurer shall receive all monies paid to the society and be responsible for the deposit of the same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. S/he shall properly account for the funds of the society and keep such books as may be directed. S/he 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 the same for 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.

16. Auditing the Books 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 appointed for that purpose by the Board. 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 September 1 to August 31.

17. Inspecting Books and Records 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 the same. Each member of the Board shall at all times have access to such books and records.

18. Calling of Annual Meetings This society shall hold an annual meeting on or before November 30 in each year, of which notice in writing to the last known address of each member shall be delivered in the mail 10 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 at least three directors for a total of no more than 9 Board members. 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. Any Voting Member in good standing shall be eligible to any office in the society.

19. Calling of General or Special Meetings General or Special 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

20. Quorum at Meetings 30% of Voting Members in good standing shall constitute a quorum at any meeting, including a General or Special meeting.

21. If within 20 minutes from the time appointed for a meeting a quorum is not present, the meeting may be adjourned to the same day of the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within 20 minutes the Members present shall constitute a quorum.

22. Voting Rights Any voting 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.

23. Borrowing Money For the purposes of carrying out its objectives, 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.

24. The society may be dissolved by passage of a special resolution. In the event of dissolution and winding up, the Special Resolution shall designate that, after all debts and liabilities have been paid, that the remaining property of the society shall be distributed to another organization(s) or association(s) in Alberta that has objectives similar to those of the society.

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